(16-May-2006 Hours IST)
In order to achieve benefits of vertical integration, the proposal of amalgamation of J B Marketing & Finance Ltd with the Company has been approved in principle and that formal approval of the terms and conditions of the Scheme of Amalgamation including exchange ratio has been delegated to Audit Committee of the Company and the Audit Committee has also been authorised to appoint Advocates, Chartered Accountants and Valuers for drafting of the Scheme of Amalgamation as well as the Report on exchange ratio and take all steps as may required or necessary for obtaining approval of the shareholders and all concerned authorities as well as sanction of the Hon'ble Calcutta High Court and for full and proper implementation of such Scheme of Amalgamation. Board has approved the Exchange Ratio Report prepared by M/s Ernst & Yong Pvt Ltd as well as the Draft Scheme of Amalgamation. Under the said draft scheme, every shareholder of JBMF will get one equity share of Rs 2/- each credited as fully paid up in the Company for every 3 (three) equity shares of Rs 10/- each fully paid up and held by such shareholder in JBMF as on record date to be fixed in this respect. (As Per BSE Bulletin Dated on 19/06/2006) Emami Ltd has informed BSE that pursuant to the Order of Hon'ble High Court of Calcutta, a separate meetings of the Equity Shareholders of the Company & J B Marketing & Finance Ltd will be held on September 23, 2006, for the purpose of considering, and, if thought fit, approving with or without modification, a proposed Scheme of Amalgamation for amalgamation of J B Marketing & Finance Ltd with the Company. (As per BSE Annocement Website) Emami Ltd has informed BSE that the Hon'ble Calcutta High Court has sanctioned the Scheme of Amalgamation of J B Marketing & Finance Ltd with the Company on February 23, 2007. (As Per BSE Announcement Website Dated on 02/03/2007) Emami Ltd has informed BSE about sanction of the Scheme of Amalgamation of J B Marketing & Finance Ltd with the Company by Hon'ble Calcutta High Court, the Company would like to stated that the Company have received the certified copy of the said order which has been filed with the Registrar of Companies, West Bengal dated April 05, 2007. The said scheme of amalgamation has been effective from April 01, 2006. (As Per BSE Announcement Website Dated on 09/04/2007) Emami Ltd has informed BSE that in the terms of the Scheme of Amalgamation of J B Marketing & Finance Ltd with the Company as sanctioned by Hon'ble Calcutta High Court, Share Transfer and Shareholders Grievance Committee of the Company duly authorized by the Board of Directors of the Company has fixed the Record Date on April 24, 2007 in its meeting held on April 05, 2007: 1. For the purpose of issuing shares of Emami Ltd (Transferee Company) to the shareholders of J B Marketing & Finance Ltd (Transferor Company) in ratio of one equity share of Rs 2/- each of Transferee Company for every three equity shares of Rs 10/- each held by shareholders of Transferor Company and, (As Per BSE Announcement Website Dated on 10/04/2007) Trading members of the Exchange are hereby informed that the under mentioned new securities of Emami Limited (Scrip Code: 531162, ISIN No: INE548C01024) are listed and permitted for trading on the Exchange with effect from Friday, October 05, 2007. Securities 9,95,177* Equity Shares of Rs.2/- each issued to the shareholders of erstwhile M/s J. B. Marketing & Finance Limited pursuant to Scheme of Amalgamation of the Company. Dist. Nos. 61150001 to 62145177 * These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that 6,44,573 equity shares issued pursuant to the scheme of amalgamation are marked as lock-in as per details given below: Number of Shares Details of Dist. Nos. Date upto which lock in 6,44,240 Demat 15-10-2010 333 61183488 - 61183820 15-10-2010 3. The brief particulars of the Scheme of Amalgamation are as mentioned below: a) The Scheme of Amalgamation of the company was approved by the Hon'ble High Court at Culcutta vide its Order dated February 23, 2007. b) Appointed Date: April 1, 2006 c) Effective Date: April 5, 2007 d) Date of Allotment: April 26, 2007 e) Exchange Ratio û For every 3 (three) Equity Shares of Rs.10/- each held in erstwhile M/s J. B. Marketing & Finance Limited, 1 (one) Equity shares of Rs.2/- each of the Company have been issued. 4. The company's financial year ends on 31st March. (As per BSE Notice dated on 04/10/2007)
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