JK Paper Ltd. Scheme of Arrangement Becomes Effective, Facilitating Amalgamations and Restructuring

JK Paper Limited (JKPL) announced that its Composite Scheme of Arrangement has become effective as of March 15, 2026, following the sanction by the Hon’ble NCLT. The scheme involves the amalgamation of three wholly-owned subsidiaries into JKPL, a demerger from Enviro Tech Ventures Limited (ETVL), and the subsequent conversion of ETVL preference shares into an unsecured loan. These corporate actions are effective from their respective Appointed Dates, leading to structural changes in shareholding and capital structure.

Scheme of Arrangement Becomes Effective

JK Paper Limited (JKPL) has officially confirmed that the Composite Scheme of Arrangement, previously disclosed on February 3, 2026, has become fully effective starting March 15, 2026. This was confirmed after the certified copy of the Order from the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, was filed with the Registrar of Companies on the same day.

Amalgamation of Subsidiaries (Effective April 1, 2024)

Effective from the Appointed Date of April 1, 2024, the following wholly-owned subsidiaries of JKPL have been amalgamated into JK Paper Limited and dissolved:

  • JKPL Utility Packaging Solutions Private Limited (formerly Manipal Utility Packaging Solutions Private Limited) (Transferor Company 1)
  • Securipax Packaging Private Limited (Transferor Company 2)
  • Horizon Packs Private Limited (Transferor Company 3)

Demerger and Restructuring Involving ETVL

Significant restructuring involving Enviro Tech Ventures Limited (ETVL) took effect from the Appointed Date of April 1, 2025:

  1. The Demerged Undertaking of ETVL was transferred to PSV Agro Products Private Limited (Resulting Company). Consequently, PSV Agro has become an associate company of JK Paper Limited, with JKPL receiving 31.12% equity shares in PSV Agro.
  2. The Redeemable Preference Shares of ETVL held by JKPL were converted into an unsecured loan equivalent in amount.
  3. The Residual Business of ETVL, including its investment in The Sirpur Paper Mills Limited (SPML), was amalgamated with JKPL. Following this amalgamation, SPML has become a direct wholly-owned subsidiary of JKPL, and the unsecured loan created in step (ii) was cancelled.

Impact on Share Capital and MOA

Upon the amalgamation of the Transferor Companies, the combined authorised share capital of JK Paper Limited is increased from Rs. 5,00,00,00,000 (Rupees Five Hundred crore) to Rs. 12,26,46,66,290 (Rupees One Thousand Two Hundred Twenty-Six Crore Forty-Six Lac Sixty-Six Thousand Two Hundred Ninety), pending approval from the Registrar of Companies. This necessitates an amendment to Clause V of the Memorandum of Association of the Company.

The Scheme, having received full sanction, is now binding on all involved entities, shareholders, and stakeholders.

Source: BSE

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