(21-Feb-2006 Hours IST)
Considered and approved a Scheme of Arrangement for restructuring of the Textile, Paper & Reality business of the Company. The salient features of the Scheme are as under: 1. Demerger of the Paper Division of the Company, as a going concern, into Simplex Paper & Pulp Ltd ('Simplex Paper') with effect from October 02, 2004. 2. Demerger of the Textile Division of the Company, as a going concern, into Gaalaxy Garments Pvt Ltd ('Gaalaxy') with effect from October 02, 2004. 3. The assets and liabilities of the Paper Division and Textile Division would be transferred at their fair values. 4. Post demerger, the Company shall continue to hold Reality business of the Company. 5. In consideration for demerger, the shareholders of the Company shall for every 43 shares held by them in the Company receive: - 22 equity shares of Rs 10/- each of Simplex Paper and; - 22 equity shares of Rs 10/- each of Gaalaxy. 6. Further the Scheme also involves the following: - Issue and allotment of 14,20,000 equity shares of Rs 10 each by Simplex Paper & Gaalaxy to the Company. - Issue and allotment of 1,42,000 non convertible debentures of Rs 100 each by the Company to Simplex Paper and Gaalaxy. The proposed Scheme would be subject to approval of the shareholders and creditors of the Company and the High Court at Bombay. (As per BSE Bulletin dated on 14/12/2004) The Company has informed that at court convened meeting of the Equity share holders of the Company held on February, 21, 2005 theshareholders have unanemously approved, the scheme of Arrangement between company & Simplex Paper & Pulp Ltd. & Gaalaxy Garments Pvt. Ltd. (As per BSE Bulletin dated on 23/02/2005) Trading members of the Exchange are hereby informed that, The Simplex Mills Company Ltd. has fixed the Record Date for the Scheme of Arrangement of the company for the purpose of determining entitlement to receive shares of each of the Resulting Companies. RECORD DATE 08/03/2006 EX-ENTITLEMENT DATE 23/02/2006 Scheme of Arrangement for demerger of Paper Division & Textile Division of the Company (Transfer and vesting of the Paper Division of the company to Simplex Paper & Pulp Limited and the Textile Division of the Company to Gaalaxy Garments Ltd.):- (1) TWENTY TWO equity shares of Simplex Paper & Pulp Ltd of the face value of Rs 10/- each fully paid up for every FORTY THREE equity shares of Rs 10/- each fully paid-up held by such member or his / her / its heirs, executors, administrators or successors in the Company. (2) TWENTY TWO equity shares of Gaalaxy Garments Ltd. of the face value of Rs 10/- each fully paid up for every FORTY THREE equity shares of Rs 10/- each fully paid-up held by such member or his / her / its heirs, executors, administrators or successors in the Company. The remaining Business and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by the company. The scrip will be No Delivery from 23/02/2006 (DR-228/2005-2006) to 10/03/2006 (DR-239/2005-2006). (As per BSE Bulltin dated on 21/02/2006)
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