Order in the matter of Prabhat Dairy Limited

This interim order from the Securities and Exchange Board of India (SEBI) concerns Prabhat Dairy Limited (PDL). PDL's Board of Directors approved the sale of its wholly-owned subsidiary, Sunfresh Agro Industries Private Limited, to Tirumala Milk Products Private Limited for approximately ₹1227 Crore. Additionally, PDL's dairy product business was approved for sale to Sunfresh Agro for approximately ₹473 Crore.

WTM/GM/CFD/ 41 /2019–20
SECURITIES AND EXCHANGE BOARD OF INDIA
INTERIM ORDER
 

UNDER SECTION 19 READ WITH SECTIONS 11(1), 11(4) AND SECTION 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 –

IN THE MATTER OF PRABHAT DAIRY LIMITED.
 

NOTICEE  : CIN/PAN
1. PRABHAT DAIRY LIMITED : L01100PN1998PLC013068
2. SARANGDHAR RAMCHANDRA NIRMAL : AAJPN5198B
3. VIVEK SARANGDHAR NIRMAL : ACGPN8857L

BACKGROUND –

1. Prabhat Dairy Limited (“PDL/Company”) is a company listed on BSE Limited (“BSE”) and National Stock Exchange of India (“NSE”). On January 21, 2019, PDL disclosed the following information to the Stock Exchanges:

a. At a meeting held on January 21, 2019, the Board of Directors of PDL had approved the sale of the Company’s shareholding in its wholly owned step down subsidiary, Sunfresh Agro Industries Private Limited (“Sunfresh Agro”) to Tirumala Milk Products Private Limited (a wholly owned subsidiary of French dairy multinational Groupe Lactalis) (“Tirumala Milk Products/Purchaser”). The aforementioned sale is upon the terms and conditions contained in the Share Purchase Agreement (“SPA”) being entered into by the Company and Cheese Land Agro (India) Private Limited (a wholly owned subsidiary of PDL) (“Cheese Land Agro”) with Tirumala Milk Products, for the sale of the entire share capital of Sunfresh Agro for a total consideration of approximately ₹1227 Crore subject to customary closing adjustments.

b. Further, the Board of Directors of PDL also approved the sale and transfer of PDL’s dairy product business, etc. as agreed upon between the Company, its Promoters, Cheese Land Agro, Sunfresh Agro and the Purchaser (“Business Undertaking”) by way of a slump sale on a going concern basis to Sunfresh Agro, post completion of transfer of Sunfresh Agro’s shares to the Purchasers as contemplated above, upon terms and conditions contained in the Business Transfer Agreement (“BTA”) being entered amongst the Company, Sunfresh Agro and the Purchaser, for a total consideration of approximately ₹473 Crore subject to customary closing adjustments.

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