August 2, 2022 | |
BSE Limited | National Stock Exchange of India Limited |
Department of Corporate Services | Exchange Plaza |
1st Floor, New Trading Ring | Plot No.C-1, G Block |
Rotunda Building, P J Towers | Bandra-Kurla Complex |
Dalal Street, Fort, | Bandra (East) |
Mumbai 400001 | Mumbai - 400 051 |
Security Code: 523405 | Symbol: JMFINANCIL |
Dear Sirs, |
Sub: Disclosure under Regulation 30 of SEBI of LODR
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the JM Financial Limited (the "Company"), at its meeting held today, has inter alia, approved partial modification in the Scheme of Arrangement to include the merger of JM Financial Capital Limited into JM Financial Services Limited. For your information, JM Financial Services Limited is a wholly owned subsidiary (the "WOS") of the Company and JM Financial Capital Limited is a WOS of JM Financial Services Limited.
The above intimation shall be read in conjunction with our letter dated May 24, 2022, a copy whereof is enclosed for your ready reference.
We request you to disseminate the above information on your website as you may deem appropriate.
Thank you.
Yours truly,
For JM Financial Limited
Prashant Kishor Choksi
Digitally signed by Prashant Kishor Choksi Date: 2022.08.02 21:08:03 +05'30'
Prashant Choksi
Group Head - Compliance, Legal
& Company Secretary
JM Financial Limited
Corporate Identity Number : L67120MH1986PLC038784
Regd. Office: 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025.
T: +91 22 6630 3030 F: +91 22 6630 3223 www.jmfl.com
jJM FINANCIAL | |
May 24, 2022 | |
BSE Limited | National Stock Exchange of India Limited |
Department of Corporate Services | Exchange Plaza |
1 Floor, New Trading Ring | Plot No.C-1, G Block |
Rotunda Building, P J Towers | Bandra-Kurla Complex |
Dalal Street, Fort, | Bandra (East) |
Mumbai 400001 | Mumbai - 400 051 |
Security Code: 523405 | Symbol: JMFINANCIL |
Dear Sirs, | |
Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure | |
Requirements) Regulations, 2015 | |
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) | |
Regulations, 2015, we wish to inform you that the Board of Directors of the Company at its | |
meeting held today, has accorded its approval to the Scheme ofArrangement, the details ofwhich | |
are provided in the Annexure I hereto. | |
The Scheme ofArrangement as above will be subject to the regulatory and other approvals, ifany | |
and to the extent required. | |
We request you to disseminate the above information on your website. | |
Yours truly, | |
For JM Financial Limited | |
� �-�!fs_· | |
,---r | |
QsPrashant Choksi | |
Group Head - Compliance, Legal | |
& Company Secretary |
JM financial Limited
Corporate Identity Number : L67120MH 1986PLC038784
Regd. Office: 7th Floor. energy, Appasaheb Marathe Marg. Prabhadevi. Mumbai 400 025.
T: +91 22 6630 3030 F: +91 22 6630 3223 www.jmfl.com
jJM FINANCIAL
Brief details of Scheme of Arrau�ement | Annexure I | ||||||||||
a) Name of the Entities | The Scheme provides for demerger of Demerged Undertaking of | ||||||||||
forming part ofthe Scheme, | JM | Financial | Services | Limited ('Demerged | Company') into | ||||||
details in brief such as size, | JM Financial Limited ('Resulting Company'). The Demerged | ||||||||||
turnover, etc. | Company is a wholly owned subsidiary of the Resulting Company. | ||||||||||
Hence, no shares will be issued upon scheme becoming effective. | |||||||||||
Brief Details of the Net Worth, total assets, and total income is as | |||||||||||
follows: | Amount (Rs. in crore) | ||||||||||
Particulars | Net worth | Total Income | Total Assets | ||||||||
As on | 31 | As on 31 March, | As on 31 March, | ||||||||
March, | 2022 | 2022 | |||||||||
2022 | |||||||||||
JM | Financial | 531.15 | 599.81 | 2,145.66 | |||||||
Services | |||||||||||
Limited | |||||||||||
JM | Financial | 3,736.51 | 619.63 | 4,036.63 | |||||||
Limited | |||||||||||
b) Whether | the transaction | In terms ofGeneral Circular No. 30/2014 dated 17th July 2014 issued | |||||||||
would | fall | under | Related | by Ministry of Corporate Affairs (the "MCA Circular"), the | |||||||
Party | Transaction? | If yes, | transactions ansmg out of compromises, arrangements and | ||||||||
whether the same is done at | amalgamations under the Companies Act, 2013 (the "Act"), will not | ||||||||||
arms' length? | attract the requirements of Section 188 ofthe Act. | ||||||||||
Further, in terms of Regulation 23(5)(b) of the SEBI (Listing | |||||||||||
Obligations and Disclosure Requirements) Regulations, 2015 (the | |||||||||||
"Listing Regulations"), any transaction entered into between a | |||||||||||
holding company and its wholly owned subsidiary whose accounts | |||||||||||
are consolidated with such holding company and placed before the | |||||||||||
shareholders at the general meeting for approval, is exempted from | |||||||||||
the provisions of Regulation 23(2), (3) & (4) 0f the Listing | |||||||||||
Regulations for obtaining the approvals from the Audit | |||||||||||
Committee/shareholders, etc. for such related party transactions. | |||||||||||
In view of the above, since the Demerged Company is a wholly | |||||||||||
owned subsidiary ofthe Resulting Company, and since the demerged | |||||||||||
undertaking is proposed to be demerged through a Scheme of | |||||||||||
Arrangement, reqLirement of arm's length criteria is not applicable: |
- Areas of business of the JM Financial Services Limited - The Demerged Company is
entities | engaged in providing services auxiliary to financial intermediation. |
JM Financial Limited - The Resulting Company is a SEBI | |
registered merchant banker and is also engaged in the business of | |
private equity funds management and also the holding company for | |
several ofits subsidiaries. |
JM Financial Limited
Corporate Identity Number : L67 l 20MH l 986PLC038784
Regd. Office: 7th Floor. energy, Appasaheb Marothe Marg. Prabhadevi. Mumbai 400 025.
T: +91 22 6630 3030 F: +91 22 6630 3223 www.jmfl.com
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JM Financial Limited published this content on 02 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 August 2022 17:21:06 UTC.