(19-May-2010 Hours IST)
Rain Commodities Ltd has informed BSE regarding Outcome of Board Meeting held on May 18, 2010. The Board of Directors of the Company at its meeting held on May 18, 2010, have approved the following Scheme of Arrangement for Corporate Restructuring under Section 391 to 394 read with Section 78, 100 to 103 of the Companies Act, 1956: (a) Transfer of Cement Business from Rain Commodities Limited (Holding Company) to Rain CII Carbon (India) Limited (Wholly Owned Subsidiary Company) with effect from April 01, 2010 (First Appointed Date); (b) Transfer of Calcined Petroleum Coke (CPC) and Power Business from Rain CII Carbon (India) Limited (Wholly Owned Subsidiary Company) to Rain CII Carbon (Vizag) Limited (Wholly Owned Step-down Subsidiary Company) with effect from April 15, 2010 (Second Appointed Date); and (c) Merger of Moonglow Company Business Inc, British Virgin Islands (Wholly Owned Subsidiary of Rain CII Carbon (India) Limited) with Rain Commodities Limited with effect from October 01, 2010 (Third Appointed Date) and consequent reduction in Capital Reserve, Share Premium and General Reserve of Rain CII Carbon (India) Limited (Wholly Owned Subsidiary Company). The aforesaid Corporate Restructuring is being under taken to achieve the following objectives: (i) Rain Commodities Limited along with its subsidiaries are engaged inter alia, in the business of manufacture and sale of Cement and Calcined Petroleum Coke and generation of power; (ii) The nature of risk and returns associated with the Cement and Calcined Petroleum Coke businesses carried on by Rain Commodities Limited, by itself or through its subsidiaries, is distinct from each other and consequently each business or undertaking is capable of attracting. different set of investors, strategic partners, lenders and other stakeholders. In order to delineate and create a holding company for the two distinct business verticals, Rain Commodities Limited has decided to undertake the Composite Scheme of Arrangement; (iii) Delineation of business vertical would assist in greater visibility of performance of individual businesses and attribution of appropriate value based on their respective risk-return profile and. cash flows; (iv) The Composite Scheme of Arrangement would assist in the creation of a global holding company in USA for the Calcined Petroleum Coke business which would enable fund raising, through either equity and! or debt, to pursue inorganic and organic growth opportunities; and (v) The demerger of Cement Business Undertaking would assist in induction of joint venture partner and pursue inorganic and organic growth opportunities in Cement industry. The Proposed Corporate Restructuring is among Rain Commodities Limited ('the Company') and it's Wholly Owned Subsidiaries and would not result in alteration of rights and obligations of the Shareholders of the Company or any dilution of equity in the Company. Once the proposed Corporate Restructuring is completed, it would facilitate unlocking the inherent value of its Cement and Calcined Petroleum Coke businesses, through induction of strategic partners to achieve organic and inorganic growth in the respective businesses. The aforesaid Scheme of Arrangement is subject to the approval of Lenders, Shareholders, Stock Exchanges, Regulators and Humble High Court of Andhra Pradesh. Rain Commodities Limited has informed the Exchange that the Shareholders of the Company at the Court convened General Meeting held on July 29, 2010, have approved the Scheme of Arrangement between Rain Commodities Limited, Rain CII Carbon (India) Limited, Rain CII Carbon (Vizag) Limited, Moonglow Company Business Inc and their respective shareholders and Creditors. (As Per NSE Bulletin dated on 30.07.2010) Rain Commodities Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 11, 2015, have approved the Scheme of Arrangement under Section 391 - 394 of the Companies Act, 1956 for Amalgamation of Moonglow Company Business Inc, British Virgin Islands, a step down wholly owned subsidiary with the Company. The aforesaid Scheme of Arrangement is subject to the approval of Lenders, Shareholders, Stock Exchanges, Regulators and Hon'ble High Court of Andhra Pradesh and Telangana. (As Per BSE Announcement Dated on 11.06.2015) Rain Industries Ltd has informed BSE that the Board of Directors of the Company at their meeting held on October 08, 2016, have taken on record the order of the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and Andhra Pradesh approving the Scheme of Arrangement for merger of Moonglow Company Business Inc., (Step down wholly owned subsidiary) with Rain Industries Limited (Ultimate Holding Company). Further, pursuant to the Scheme of Arrangement, no new equity shares are being allotted by the Company. (As per BSE Announcement dated on 08.10.2016)
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