Subject: Allotment of Secured, Rated, Unlisted Non-Convertible Debentures of Rs. 350/- each (“NCDs”) of Nayara Energy Limited (“Nayara Energy” or “the Company”) pursuant to the Scheme of Amalgamation of Vadinar Oil Terminal Limited (“VOTL”) with Nayara Energy Limited (“Scheme”)
We are pleased to inform you that the Scheme of Amalgamation of VOTL with Nayara Energy Limited and their respective shareholders and creditors has been approved by the Hon’ble National Company Law Tribunal, Ahmedabad Bench, vide its order dated November 13, 2020 (“Order”).
Pursuant to applicable provisions of the Scheme, the resident public shareholder of VOTL as on Record Date shall be eligible for receiving one NCD of Nayara Energy Limited of Rs. 350/- for every one equity share of Rs. 10/- each held by them in VOTL. The Scheme provides that the Record Date for determining the entitlement of shareholders of VOTL to receive the NCDs shall be the date of filing of the Order with the Registrar of Companies at Gujarat (“ROC”). The Order has been filed with the ROC on December 14, 2020.
As you were a resident public shareholder of VOTL as on the above Record Date being December 14, 2020 holding equity shares in demat form, you have been allotted NCDs of the Company in the aforesaid ratio and NCDs have been credited to your demat account, as per the details given below. There is no fractional entitlement in terms of the Scheme.
Kindly check your statement of account with your depository participant and ensure that the NCDs of the Company have been credited to your demat account and equity shares of VOTL have been debited from your demat account. Kindly ensure that you update your contact details, bank mandate, nomination etc. in your demat account.
The NCDs having face value of Rs. 350/- each have been issued on December 16, 2020. NCD holders are entitled to receive simple interest @ 8% per annum payable annually at the end of each anniversary from the date of allotment. The NCDs shall mature on expiry of five years from the date of allotment.
Please note that the amalgamation of VOTL with Nayara Energy is not a tax neutral merger under the provisions of Section 2(1B) of the Income Tax Act, 1961 (“Income Tax Act”). In other words, cancellation of equity shares and consequent receipt of consideration in the form of NCDs of Nayara Energy, pursuant to the Scheme, is taxable under the provisions of the Income Tax Act. Accordingly, the gains arising on cancellation of shares held by you in VOTL would be taxable and corresponding tax will be payable by you. You are advised to consult your tax advisor and decide appropriate course of action. The Company and its officers do not accept any responsibility for the accuracy or otherwise of such advice.