(19-Jun-2009 Hours IST)
Emami Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 19, 2009, inter alia, has approved the following: a. The demerger of the Realty Undertaking of Emami Ltd into a separate Company viz. Slick Properties Pvt. Ltd to be renamed as 'Emami Infrastructure Ltd' b. The demerger of the FMCG Undertaking of Zandu into Emami Ltd. c. Realty Undertaking of Emami Ltd includes its investment in wholly owned subsidiary Emami Realty Ltd and its investment in equity shares of Zandu representing the carrying value of investment in the remaining business after the demerger of the Zandu's FMCG Undertaking i.e. Zandu's non-core undertaking. The Zandu's non-core undertaking to be renamed as 'Zandu Realty Ltd' each of the demergers shall be conditional upon the other. A Scheme of Arrangement to cover the aforesaid has been approved by each of the Board of Directors of Emami Ltd and Zandu. The Scheme of Arrangement will be subject to all requisite statutory, regulatory and corporate approvals. In consideration of the transfer of the Realty Undertaking, Emami Infrastructure Ltd shall issue one (1) equity share of a face value of Rs. 2 per share of Emami Infrastructure Ltd for every three (3) equity shares of a face value of Rs. 2 per share held in Emami Ltd. In consideration of the transfer 0f the FMCG undertaking of Zandu to Emami Ltd, Emami Ltd shall issue fourteen (14) equity shares of a face value of Rs. 2 per share of Emami Ltd for every one (1) equity share of a face value of Rs. 100 each held in Zandu Additionally, Shareholders of Zandu shall continue to hold existing shareholding in Zandu representing Zandu Realty Ltd. Shareholders of Zandu who are allotted shares of Emami Ltd in consideration of transfer of the FMCG Undertaking of Zandu shall not be eligible for issuance of shares by Emami Infrastructure Ltd. A copy of the Scheme of Arrangement approved by the Board of Directors will be sent shortly. The Board has unanimously approved the Scheme of Arrangement and the appointed date of scheme shall be November 05, 2008. Emami Ltd has informed BSE that the Hon'ble Calcutta High Court has approved the Scheme of Arrangement under section 391 to 394 of the Companies Act 1956 between Emami Ltd, The Zandu Pharmaceutical Works Ltd & Emami Infrastructure Ltd on November 17, 2009 and Certified Copy of the said Order has been filed with the Registrar of Companies, West Bengal on December 02, 2009, to make the Scheme effective. (As Per BSE Announcement Website dated on 04.12.2009) Zandu Pharmaceutical Works Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 03, 2009, inter alia, approved the Audited Annual Accounts of the Company for the year ended March 31 2009 considering the Scheme of Arrangement as approved by the Honourable High Court, Kolkata, under sections 391 to 394 of the Companies Act, 1956 between Emami Ltd, The Zandu Pharmaceutical Works Ltd and Emami Infrastructure Ltd. The scheme is effective from December 02, 2009 being the date of filing of the certified copy of the order with Registrar of Companies, West Bengal. The shareholders of the Company would be allotted shares of Emami Ltd pursuant to demerger of FMCG undertaking of the Company. The shares so allotted will he entitled for the full dividend, as recommended by Emami Ltd for the financial year in terms of Scheme of Arrangement. Hence, the Company has not recommended the dividend. (As Per BSE Announcement Dated on 07/12/2009) SUB. :- Scheme of Arrangement of Zandu Pharmaceutical Works Ltd. (Scrip Code 506720) Trading Members of the Exchange are hereby informed that, Zandu Pharmaceutical Works Ltd. has fixed the Book Closure for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company. COMPANY NAME CODE Zandu Pharmaceutical Works Ltd. (506720) BOOK CLOSURE 24/12/2009 to 31/12/2009 PURPOSE Scheme of Arrangement: - Demerger of the FMCG Undertaking of Zandu Pharmaceutical Works Ltd. and its vesting in Emami Ltd Upon the Scheme becoming effective, in consideration of the transfer and vesting of the FMCG Undertaking of Zandu Pharmaceutical Works Ltd. into Emami Ltd., Emami Ltd. shall issue and allot in the ratio of 14 (FOURTEEN) equity shares of Rs.2/- each fully paid up of Emami Ltd. for every 1 (ONE) Equity Share of Rs.100/- each fully paid up held in Zandu Pharmaceutical Works Ltd. EX-ENTITLEMENT DATE & SETT. NO. 22/12/2009 DR-181/2009- 2010 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice dated on 14.12.2009) Emami Ltd has informed BSE that in terms of Scheme of Arrangement as approved by Hon'ble Calcutta High Court, the Company has allotted 35,10,696 Equity Shares of Rs. 2/- each fully paid up on January 14, 2010 to shareholders of The Zandu Pharmaceutical Works Ltd. (Zandu) whose names appear in the Register of Members of Zandu at the end of working hours on December 23, 2009. (As Per BSE Announcement Dated on 15/01/2010)
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