Zuari Industries Limited (ZIL) has entered into a Shareholders Agreement (SHA) and Securities Subscription Agreement (SSA) with Envien International Limited (Envien) to form a joint venture ‘Zuari Envien Bioenergy Private Limited (ZEBPL)’.

Further, as a part of the joint venture, ZEBPL will allot equity shares to ZIL and Envien in accordance with the terms of the SSA. The purpose of the SHA is to record the terms of joint venture between ZIL and Envien, formed with a common objective to jointly build and operate a fully grain-based 150 Kilo litres per day (KLPD) Anhydrous Alcohol (AA) distillery and further explore the organic and inorganic business opportunities in the biofuel space in India through a 50:50 joint venture.

ZEBPL, presently a wholly-owned subsidiary of the company, will be the joint venture company. The SSA records the terms of the subscription of equity shares of ZEBPL by ZIL and Envien.

ZEBPL was incorporated as a wholly owned subsidiary of ZIL on 28 July 2022, with a nominal share capital of Rs. 1,00,000 consisting of 10,000 equity shares of face value of Rs.10 each, with an intention to convert the same into a Joint Venture entity between ZIL and Envien. ZEBPL is a wholly owned subsidiary of the company as on date.

However, pursuant to the terms of the SSA and SHA, the proposed shareholding pattern of ZEBPL (after consummation of the transactions contemplated under the SSA) shall be as under: ZIL -50% and Envien -50%. The transactions contemplated under the SSA are anticipated to be consummated by 30 June 2023, following which the provisions of the SHA will become fully effective.

The business and affairs of ZEBPL shall be managed by and/or under the direction of the Board having equal number of directors from ZIL and Envien. Initially the Board of ZEBPL shall consist of 6 directors out of which 3 directors each will be nominated by ZIL and Envien. All Board meetings shall require a quorum of at least 4 Directors, with two nominee Directors of each of ZIL and Envien present at all times for the entire duration of any Board meeting. The Chairman of the board of ZEBPL will be appointed by the company.