(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) SUB. :- Scheme of Arrangement of Emami Ltd. (Scrip Code 531162) Trading Members of the Exchange are hereby informed that, Emami 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 and payment of dividend. COMPANY NAME CODE Emami Ltd. (531162) BOOK CLOSURE 24/12/2009 to 31/12/2009 PURPOSE Payment of Dividend of Rs.4.50/- per share and Scheme of Arrangement: - Demerger of the Realty Undertaking of Emami Ltd. and its vesting in Emami Infrastructure Ltd Upon the Scheme becoming effective, in consideration of the transfer and vesting of the Realty Undertaking of Emami Ltd. into Emami Infrastructure Ltd., Emami Infrastructure Ltd. shall issue and allot in the ratio of 1 (ONE) equity share of Rs.2/- each fully paid up of Emami Infrastructure Ltd. for every 3 (THREE) Equity Shares of Rs.2/- each fully paid up held in Emami 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)
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