September 12, 2022

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street,

Scrip Code: 532926

Mumbai - 400023.

National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex,

Bandra (East), Mumbai - 400051


Sub.:- Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Approval of amalgamation of Jyothy Fabricare Services Limited ("Transferor Company") with Jyothy Labs Limited ("Transferee Company")

Dear Sir,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), this is to inform you that the Board of Directors of the Company at its meeting held today have approved a Scheme of Amalgamation under the provisions of the Companies Act, 2013 for amalgamation of its Wholly Owned Subsidiary viz. Jyothy Fabricare Services Limited (Transferor Company) with Jyothy Labs Limited (the Transferee Company), subject to approval of shareholdersand/or creditors of the respective companies and the sanction of the Hon'ble National Company Law Tribunal - Mumbai Bench, Official Liquidator, Registrar of Companies, Ministry of Corporate Affairs and such other authorities as may be necessary. The appointed date for the purpose of said Amalgamation will be October 1, 2022.

The Scheme of Amalgamation between the Transferor Company with the Transferee Company will be filed with the Stock Exchanges in terms of Regulation 37 (6) of the Listing Regulations.

The details as required under the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are enclosed as "Annexure - A".

This is for your information and record.

Kindly take the above on your record and disseminate the same for the information of investors.

Thanking you,

Yours faithfully,

For Jyothy Labs Limited

Shreyas Trivedi

Head- Legal & Company Secretary

Encl.: as above


Sr. No. Particulars


  • Name of the entity(ies) forming part of the Details of Jyothy Fabricare Services Limited

amalgamation/merger, details in brief such as, size, (Transferor Company) as on March 31, 2022turnover etc.

Authorised Share Capital: ₹ 36,55,00,000/-

Paid up Capital: ₹ 23,85,00,000/-

Net Worth: ₹ (75,27,31,195)

Turnover: ₹ 26,94,18,916

Details of Jyothy Labs Limited (Transferee

Company) as on March 31, 2022

Authorised Share Capital: ₹ 272,30,00,000/-

Paid up Capital: ₹ 36,72,08,644/-

Net Worth : ₹ 94,290.17 Lacs

Turnover: ₹ 2,16,626.57 Lacs

  • Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length
  • area of business of the entity(ies);

The Transferor Company is the Wholly Owned Subsidiary of the Transferee Company and as such they are related party to each other. However, the Ministry of Corporate Affairs has clarified vide its General Circular No. 30/2014 dated July 17, 2014 that transactions arising out of Compromise, Arrangements and Amalgamations dealt with under specific provisions of the Companies Act, 2013 will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013.

Also, pursuant to Regulation 23(5)(b) of the Listing Regulations, the provisions of related party transaction is not applicable to the proposed Scheme of Amalgamation between the Transferor Company with the Transferee Company.

The Transferor Company is in the business of laundry and dry-cleaning services and the Transferee Compny is in the business of manufactuting of fabric care, dishwashing, personal care and household insecticides products.


rationale for amalgamation/ merger;

The Transferor


and the Transferee

Company are companies within the same group of

companies ("Group") and since both the





complementary/similar line of business, the same

can be conveniently combined for mutual benefit and can be carried out more efficiently as one amalgamated entity.

The proposed amalgamation will help pool and

combine finances and resources into one

consolidated entity which will result in

administrative and operations rationalization,

organization efficiencies, optimal utilization of

various resources, overheads and other expenses

and better compliance management.

The proposed amalgamation will help the

Transferee Company to achieve financial strength

and flexibility aiding in achieving economies of

scale, more focused operational efforts,

standardization and simplification of business

processes and productivity improvements.

The synergies created by the amalgamation would

increase operational efficiency and integrate

business functions.


In case of cash consideration - amount or otherwise

The Transferor Company is the Wholly Owned

share exchange ratio;

Subsidiary of the Transferee Company.

Accordingly, upon the Scheme becoming

effective, no shares of the Transferee Company

shall be alloted in lieu of exchange of the holding

of the Company in the Transferor Company

(whether held directly or jointly with the nominee

shareholders), and the issued and paid up capital

of the Transferor Company shall stand cancelled

on the Effective Date without any furhter act,

instrument or deed.


Brief details of change in shareholding pattern (if

There will be no change in the shareholding pattern

any) of listed entity

of the Transaferee Company (listed entity), as the

Transferor Company is the Wholly Owned

Subsidiary of the Transferee Company and no

shares are being issued by the Transferee

Company to the shareholder(s) of the Transferor

Company pursuant to the Scheme.


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Jyothy Laboratories Limited published this content on 12 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 September 2022 07:59:05 UTC.