(28-Apr-2004 Hours IST)
Considered an item on the proposal for merger of IBP Company Ltd (a subsidiary company of Indian Oil) with the holding company Indian Oil Corporation Ltd. After deliberations the Board recommended the proposal of the merger to the Government of India for approval in line with the guidelines of the Department of Public Enterprises, Government of India, wherein prior approval of the Government of India is essential before undertaking any further steps in the matter. Have approved the Scheme of Amalgamation for merger of IBP Company Ltd (IBP) with the Company. The Board of Directors have also recommended a swap ratio of 125:100 i.e. 125 equity shares of Rs 10/- each of the Company ('the Transferee Company') as fully paid up for every 100 equity shares of Rs 10/- each of IBP Company Ltd ('the Transferor Company'). The above is, however, subject to the approval of Govt. of India and all other consents or approvals from Regulatory Authorities or otherwise as may be required under Law. (As per BSE Bulletin dated on 22/12/2004) With reference to the earlier announcement regarding approval given by the Board of Directors of the Company for Scheme of Amalgamation for merger of IBP Company Ltd with Indian Oil Corporation Ltd, subject to the approval of the Govt. of India, and recommendation of the swap ratio of 125:100, i.e., 125 equity shares of Rs 10/- each of the Company (the Transferee Company) as fully paid-up for every 100 equity shares of Rs 10/- each of IBP Company Ltd (the Transferor Company), Indian Oil Corporation Ltd (IOC) has informed BSE that the Govt. of India vide their letter dated December 26, 2005, have accorded approval to the Scheme of Amalgamation with the advise that the Board of Directors may re-consider the swap ratio under different valuation scenarios. It may be noted that the Company being a Government Company, prior approval of the Govt. of India is necessary before any merger or acquisition. Accordingly, the Board of Directors of the Company at its meeting held on December 28, 2005, has noted the advise of the Govt. of India and recommended the revised swap ratio of 110:100 i.e., 110 equity shares of Rs 10/- each of the Company (the Transferee Company) as fully paid-up for every 100 equity shares of Rs 10/- each of IBP Company Ltd (the Transferor Company). (As per BSE Bulletin dated on 28/12/2005) Indian Oil Corporation Ltd had informed the Exchange that subject to the approval of the Govt. of India, the Board of Directors of the Company had accorded approval to the Scheme of Amalgamation for merger of IBP Co. Ltd. with Indian Oil Corporation Ltd. and recommended the swap ratio of 125:100 i.e. 125 equity shares of Rs.10/- each of Indian Oil Corporation Limited ('The Transferee Company') as fully paid-up for every 100 equity shares of Rs.10/- each of IBP Co. Ltd. ('The Transferor Company'). Indian Oil, being a Government Company, prior approval of the Govt. of India is necessary before any merger or acquisition. The Company has now informed that the Govt. of India vide their letter dated December 26, 2005 have accorded approval to the Scheme of Amalgamation with the advise that the BODs may re-consider the swap ratio under different valuation scenarios. Accordingly, the BODs of the Company in their meeting held on December 28, 2005 have noted the advise of the Govt. of India and recommended the revised swap ratio of 110:100 i.e. 110 equity shares of Rs.10/- each of Indian Oil Corporation Limited ('The Transferee Company') as fully paid up for every 100 equity shares of Rs.10/- each of IBP Co. Ltd. ('The Transferor Company'). (As per NSE Bulletin dated on 29/12/2005) Indian Oil Corporation Ltd has informed the Exchange that by an order pronounced during the hearing held on April 19, 2006, the Hon'ble Ministry of Company Affairs, has directed that a meeting of the Equity Shareholders of Indian Oil Corporation Limited("Applicant Company"), be convened, for the purposes of considering, and if thought fit, approving, with or without modification(s), the merger embodied in the Scheme of Amalgamation between IBP Co. Limited and Indian Oil Corporation Limited, being the Transferor Company and the Transferee Company, respectively. (As per NSE Bulletin dated on 08/05/2006) Indian Oil Corporation Ltd (IOC) has informed BSE that pursuant to the Order of Hon'ble Ministry of Company Affairs, a meeting of the equity shareholders of the Company will be held on May 29, 2006, for the purpose of considering, and, if thought fit, approving with or without modification, the merger embodied in the Scheme of Amalgamation between IBP Company Ltd and the Company. (As per BSE Bulletin dated on 08/05/2006) The Company has informed that the shareholders of the Company at the meeting convened by the Hon'ble Ministry of Company Affairs held on May 29, 2006, have overwhelmingly voted for merger of IBP Co. Ltd (a subsidiary of the Company) with the Company. (As per BSE Bulletin dated on 30/05/2006) Indian Oil Corporation Ltd (IOC) has informed BSE that the Ministry of Company Affairs (the competent authority to approve mergers of Govt. Companies) has vide their Order dated April 30, 2007 sanctioned the Scheme of Amalgamation for merger of IBP Co. Ltd. (a subsidiary of IndianOil) with the Company under Section 391(2) read with Section 394 of the Companies Act, 1956. The Scheme of Amalgamation provides for a swap ratio of 110 : 100 i.e. 110 equity shares of Rs 10/- each of IndianOil (the Transferee Company) as fully paid for every 100 equity shares of Rs 10/- each of IBP Co. Ltd. (the Transferor Company). The Record Date for this purpose shall be notified shortly. Consequent upon filing of the Order of Amalgamation with the Registrar of Companies in Mumbai and Kolkata, IBP Co. Ltd. (Transferor Company) stands dissolved effective May 02, 2007. (As per BSE Announcement website dated on 02/05/2007) Indian Oil Corporation Ltd has informed BSE that June 11, 2007 has been fixed as the Record Date for the purpose of ascertaining the eligibility of the shareholders of IBP Company Ltd who would be entitled to receive the shares of IndianOil in the aforesaid approved swap ratio of 110:100 i.e. 110 equity shares of Rs 10/- each of IndianOil (the Transferee Company) as fully paid for every 100 equity shares of Rs 10/- each of IBP Company Ltd (the Transferor Company) consequent upon merger. (As Per BSE Announcement Website Dated on 07/05/2007) SUB. :- Scheme of Amalgamation of IBP Company Ltd. (Scrip Code 500198) Trading members of the Exchange are hereby informed that, Indian Oil Corporation Ltd. has fixed the Record Date for IBP Company Ltd. for the purpose of amalgamation of IBP Company Ltd. with Indian Oil Corporation Ltd. Trading members are advised not to deal in the equity shares of IBP Company Ltd. with effect from the under mentioned date. COMPANY NAME CODE IBP Company Ltd. 500198 & 600198 RECORD DATE 11/06/2007 NO DEALINGS FROM 04/06/2007 DR-045/2007-2008 PURPOSE The Scheme of Amalgamation of IBP Company Ltd. with Indian Oil Corporation Ltd.: - Indian Oil Corporation Ltd. will issue and allot to the shareholders of IBP Company Ltd. in the ratio of ONE HUNDRED TEN (110) fully paid up equity shares of Rs.10/- each of Indian Oil Corporation Ltd. for every ONE HUNDRED (100) Equity Shares of Rs.10/- each held in IBP Company Ltd. Trading Members of the Exchange are requested to take note of it. (As per BSE Notice dated on 18/05/2007) Trading members of the Exchange are hereby informed that the under mentioned new securities of Indian Oil Corporation Limited (Scrip Code: 530965, ISIN No: INE242A01010) are listed and permitted for trading on the Exchange with effect from Tuesday, June 26, 2007. Securities 2,43,62,106* Equity Shares of Rs.10/- each issued to shareholders of erstwhile IBP Co. Limited pursuant to the Scheme of Amalgamation of the Company. Dist. Nos. 1168012201 to 1192374306 * These shares are ranking pari-passu with the old equity shares of the company. 2. The brief particulars of the Scheme of Amalgamation are as mentioned below: a) The Scheme of Amalgamation of the company was approved by the Ministry of Company Affairs vide its Order dated April 30, 2007 b) Appointed Date: April 01, 2004. c) Effective Date: May 02, 2007. d) Date of Allotment: June 16, 2007. e) Exchange Ratio - For every 100 fully paid up equity shares of Rs.10/- each held in erstwhile IBP Co. Limited, 110 fully paid up equity shares of Rs.10 /- each of the company have been issued. 3. As per Exchange Notice No. 20070518-31 dated May 18, 2007, the transferor company viz. IBP Co. Ltd. has fixed "Record Date" as June 11, 2007 for giving effect to the Scheme and accordingly, trading in the shares of the said transferor company was stopped with effect from June 04, 2007. 4. The company's financial year ends on 31st March. (As per BSE Notice dated on 25/06/2007)
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