(18-Sep-2006 Hours IST)
Permanent Magnets Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 16, 2006, has approved, in principle the proposal of amalgamation under section 391 to 394 of the Companies Act, 1956 of the Taparia Magnetics Pvt Ltd., Sampada Capital Services Ltd and Suyog Agencies Ltd with the Company and Arrangement under Section 391 to 394 of the Companies Act, 1956 with the existing Preference Shareholders of the Company for issue of equity shares in lieu of and in exchange for Preference shares held by them, subject to approval of the same by the shareholders, respective High Courts and such other approvals as may be required. The Board also appointed Valuer for determination of the Share Exchange Ratio. Permanent Magnets Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on October 10, 2006, inter alia, to consider the following business: 1. The Scheme of Amalgamation of (a) Taparia Magnetics Pvt Ltd (b) Sampada Capital Services Ltd (c) Suyog Agencies Ltd with the Company and of the Arrangement with (d) Preference shareholders of the Company. 2. The valuation report of the valuers regarding the proposed amalgamation and consider the recommended share exchange ratio in relation to the four entities mentioned above. 3. Other issues related to the proposed Amalgamation and Arrangement in relation to the above as may crop up during the Board's considerations and deliberations. (As per BSE Announcement website dated on 05/10/2006) Permanent Magnets Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 10, 2006, specifically to consider the further issues involved in the proposed amalgamation of three group Companies with the Company and arrangement between the Preference shareholders of the Company and the Company. The outcome of the said meeting is as given below: 1. The Board approved, subject to all approvals required under the law, a composite Scheme of Amalgamation of the three group Companies with the Company and arrangement between the Preference Shareholders of the Company and the Company. 2. The Board considered and adopted the Report of the Valuer in the formulation of the Scheme for determining the share exchange ratio with the shareholders of the three Companies and the Preference Shareholders. The exchange ratio as per the Valuer's report are as under: i. To Shareholders of Taparia Magneties Pvt Ltd: To be allotted 13 equity shares of face value Rs 10/- of the Company for every one equity share of Rs 10/- each of Taparia Magnetics Pvt Ltd. ii. To Shareholders of Sampada Capital Services Ltd: To be allotted 19 equity shares of the face value of Rs 10/- each for every one equity share of Rs 10/- each of Samapada Capital Services Ltd. iii. To Shareholders of Suyog Agencies Ltd: To be allotted 1 equity share of Rs 10/- of the Company for every one equity share of Rs 10/- each of Suyog Agencies Ltd. iv. To Preference Shareholders of Permanent Magnets Ltd: To be allotted 471 equity shares of the face value of Rs 10/- each in the Company for every 1000 Preference Shares of Rs 10/- each of the Company. 3. The Board authorized the following individuals to Initiate steps to obtain the necessary approvals to the Scheme with authority to execute/sign the necessary papers singly for and on behalf of the Company: i. Mr. S S Taparia, Managing Director ii. Mrs. Bhavana Shah, Company Secretary iii. Mr. Sharad Taparia, General Manager. (As per BSE Announcement website dated on 10/10/2006) Permanent Magnets Ltd has informed BSE that the equity shareholders of the Company at their Court-convened meeting held June 02, 2007, have passed the proposed scheme of Amalgamation of Taparia Magnetics Pvt Ltd, Sampada Capital Services Ltd, and Suyog Agencies Ltd and including the Arrangement between the Preference Shareholders of the Company, with requisite majority. The shareholders of the transferor Companies as mentioned below will receive the shares of the Company in the following ratios: 1. Taparia Magnetics Pvt Ltd : 13 shares of the Company for every one share held on the record date in Taparia Magnetics P. Ltd. 2. Sampada Capital Services Ltd : 19 shares of the Company for every one share held on the record date in Sampada Capital Services Ltd. 3. Suyog Agencies Ltd : One share of the Company for every one share held on the record date in Suyog Agencies Ltd. The Preference Shareholders will be entitled to 471 shares of the Company for every 1000 Preference Shares held on the record date in the Company. (As Per BSE Announcement dated on 06/06/2007) Permanent Magnets Ltd has informed BSE that the Hon'ble High Court of Mumbai on April 04, 2008 has approved in toto the Scheme of Amalgamation of Taparia Magnetics Pvt Ltd (TMPL), Sampada Capital Services Ltd (SCSL) and Suyog Agencies Ltd (SAL) with the Company from the appointed date of September 01, 2006 and Arrangement between the Company and its Preference Capital Shareholders. However, for ready reference the share exchange ratios are repeated herein below: 1. Shareholders of TMPL will be allotted on the record date 13 (thirteen) equity shares of the Rs 10/- paid-up each for every fully paid-up equity share held in TMPL; Preference shareholders will be allotted 471 (four hundred seventy one only) equity shares of Rs 10/- paid-up each for every 1000 (one thousand only) fully paid-up preference shares held in the Company. The Company's Board is likely meet by the month-end to announce the record date for allotment shares and initiate other required steps in the matter. (As Per BSE Announcement Website Dated on 07.04.2008) Permanent Magnets Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 09, 2008, inter alia, has transacted the following: 1. The Board took on record three separate Orders dated April 04, 2008 each of the Hon'ble High Court of Mumbai approving the Scheme of Amalgamation of (1) Taparia Magnetics Pvt Ltd, (2) Sampada Capital Services Ltd and (3) Suyog Agencies Ltd. with the Company, in respect of the petitions made by the said transferor Companies. In this connection it may be mentioned that the Scheme of Amalgamation of the said three Companies with Permanent Magnets Ltd, and of the Arrangement between the Company and its Preference Shareholders was already approved by the Hon'ble High Court of Gujarat vide its Order dated December 06, 2007. with the Orders now by the Hon'ble High Court of Mumbai, all approvals for implementing the Scheme of Amalgamation and Arrangement are received. 2. The Board authorized Shri. Shyamsunder Taparia, Managing Director of the Company, failing him Shri. Anil Kumar Taparia, a Director of the Company to submit the Copy of scheme of amalgamation and arrangement along with form no.21 to the Registrar of Companies, Maharashtra. 3. The Board authorized Shri. Shyamsunder Taparia, Managing Director of the Company, failing him Shri. Anil Kumar Taparia, a Director of the Company and failing him Shri. Girish Desai, an Officer of the Company to make the necessary application for adjudication of stamp duty to the concerned Superintendent of Stamps and for payment of the stamp duty as applicable under the law. 4. The Board authorized Shri. Shyamsunder Taparia or falling him Shri. Anil Kumar Tapria to make the necessary application for listing of new shares at the BSE Ltd. (As per BSE Announcement Website dated on 12/05/2008) Permanent Magnets Ltd has informed BSE that June 25, 2008 has been fixed as a record date by the Board of Directors in their meeting held on May 09, 2008, for determining the entitlement of the shareholders of the transferor Companies which are Taparia Magnetics P. Ltd., Sampada capital and services Ltd, Suyog Agencies Ltd, and the Preference Shareholders of the Company for allotment of equity shares of the Company. The Company shall be issuing at the net level 26,93,030 fully paid equity shares of Rs 10/- each of the Company as the complete one time consideration for acquiring the entire undertakings of the said three transferor Companies and amalgamating the same with the Company, consequent to the scheme of arrangement as sanctioned by the Hon'ble Gujarat and Mumbai High Court by its order dated January 11, 2008 and April 23, 2008 respectively. (As Per BSE Announcement Website Dated on 26.05.2008) Trading members of the Exchange are hereby informed that the under mentioned new securities of Permanent Magnets Limited (Scrip Code: 504 132. ISIN No: INE418E01018) are listed and permitted for trading on the Exchange with effect from July 30, 2009. Security Details 39,20,313 Equity Shares of Rs.10/- each issued to the shareholders of erstwhile Taparia Magnetics Private Limited (TMPL), Sampada Capital Services Limited (SCSL) and Suyog Agencies Limited (SAL) pursuant to the Scheme of Amalgamation of the Company. These shares are ranking pari-passu with the existing equity shares of the company. Dist. Nos. 4938451 to 8858763 Date of Allotment June 25, 2008 Lock in details No. of Dist. Nos. Date upto Which Securities Under lock-in 2920735 Demat March 07,2010 19500 6062951-6082420 March 08,2010 980078 Demat March 07,2012 (As Per BSE Notice Dated on 29.07.2009)
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