(21-Mar-2007 Hours IST)
Pidilite Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 21, 2007 has approved, in principle, the proposal for the demerger of Vinyl Chemicals (India) Ltd's manufacturing unit at Mahad into this Company with effect from April 01, 2007, which will now be processed in terms of Section 391 and 394 of the Companies Act, 1956 and would be subject to the respective approvals of the Shareholders and the High Court at Mumbai as specified earlier. Vinyl Chemicals India Ltd has informed BSE that the Joint Meeting of the Board of Directors of the Company and Pidilite Industries Ltd (PIL) will be held on April 24, 2007, to consider the following: 1. Report of Valuers for fair ratio for allotment of shares, pursuant to the Scheme of Demerger of the Company's manufacturing unit at Mahad into PIL with effect from April 01, 2007. 2. The Scheme of Demerger. Vinyl Chemicals India Ltd has informed BSE that with reference to the earlier announcement dated March 21, 2007, the Company had conveyed that the Board of Directors of the company had approved, in principle, the Demerger of the manufacturing unit at Mahad into Pidilite Industries Ltd. At that Board Meeting, the Company had appointed an implementation Committee consisting of some of the Directors with a view to carrying forward the process, formalities, etc. required for such Demerger. That Committee appointed Valuers for recommending a fair ratio for allotment of shares pursuant to such Demerger as also appointed Law Firms, etc. to deal with the matter expeditiously. Since then, the Valuers have submitted their Report recommending such ratio. Also, the draft Scheme of Demerger has been prepared. At a joint meeting of the two implementation Committees of the Company and Pidilite Industries Ltd, followed by the Joint Board Meeting of these two Companies, the Report of Valuation as also the draft Scheme of Demerger have been, after consideration, approved. Therefore, this is, the recommendation as to the ratio of allotment submitted by the Valuers is as under: - For every 12 Equity Shares in the Company, 1 Equity Share in Pidilite Industries Ltd (fractional resultant number being appropriately rounded up or ignored depending on the fraction being respectively more than half or less than half) treated as fully paid. - In so far as it relates to 'small shareholders' of the Company, (a small shareholder means a Member holding less than 501 Equity Shares) the Scheme provides for an option for such small shareholder being allotted 1 6% Cumulative Redeemable of Preference Share in Pidilite Industries Ltd of Rs 10/- each treated as fully paid for every Equity share held by a small shareholder in the Company. (As Per BSE Announcement Website Dated on 24/04/2007) Pidilite Industries Ltd has informed BSE that the Hon'ble High Court of Judicature at Mumbai has directed convening of Shareholders meetings of the Company and Vinyl Chemicals (India) Ltd. (VCIL) on August 27, 2007 for approval of the Scheme of Demerger of Manufacturing Undertaking of VCIL at Mahad into the Company. The appointed date for such demerger is April 01, 2007 and subject to all approvals. (As Per BSE Announcement Website Dated on 25/07/2007) Vinyl Chemicals India Ltd has informed BSE that pursuant to the Order made by the Hon'ble High Court of Judicature at Bombay, a meeting of the equity shareholders of the Company will be held on August 27, 2007, for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Arrangement for the demerger for the Vinyl Acetate Monomer ('VAM') Manufacturing Unit of the Company into Pidilite Industries Ltd ('Scheme'). (As Per BSE Announcement Website Dated on 08/08/2007) Vinyl Chemicals India Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on August 27, 2007, have accorded the following: Pursuant to Sections 78 and 100 of the Companies Act, 1956 and also subject to the confirmation of the Hon'ble High Court of Judicature at Bombay and other appropriate authorities, if any required in this regard, the share capital of the Company be reduced, to effect such reduction as contemplated in the proposed Scheme of Arrangement for the demerger of the Vinyl Acetate Monomer Manufacturing Unit of the Company into Pidilite Industries Ltd under Sections 391 and 394 of the Companies Act, 1956, subject to necessary provisions & approvals. (As Per BSE Announcement Website Dated on 25/09/2007) Vinyl Chemicals India Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay has sanctioned the Scheme of Demerger of Vinyl Acetate Monomer manufacturing unit of the Company into Pidilite Industries Ltd at the hearing held on December 14, 2007. (As per BSE Announcement Website dated on 24/12/2007) SUB. :- Scheme of Arrangement of Vinyl Chemicals (India) Ltd. (Scrip Code 524129) Trading members of the Exchange are hereby informed that, Vinyl Chemicals (India) Ltd. has fixed the Record Date for the purpose of Scheme of Arrangement of the company. Trading members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME CODE Vinyl Chemicals (India) Ltd. 524129 RECORD DATE 21.02.2008 PURPOSE Scheme of Arrangement: - 1. Demerger of the Vinyl Acetate Monomer manufacturing unit (Undertaking) of the Company into Pidilite Industries Ltd. (PIL). In consideration of the demerger and vesting of the undertaking from the company into PIL, PIL shall issue and allot its shares to the shareholders of the company as under: a) For small shareholders (holding less than 501 equity shares in the company), each of them shall be allotted in the ratio of ONE 6% Cumulative Redeemable Preference Share of Rs.10/- each fully paid up in PIL for every ONE fully paid up equity share of Rs.10/- each held in the company, unless the small shareholder exercises an option within 2 weeks from the Record Date, for being allotted ONE equity share of the face and paid up value of Re.1/- each of PIL for every TWELVE fully paid up equity shares of Rs.10/- each held in the company. b) For Other shareholders, each of them shall be allotted ONE equity share of the face and paid up value of Re.1/- each in PIL for every TWELVE fully paid up equity shares of Rs.10/- each held in the company. 2. Reduction of Share Capital: Upon allotment of shares as aforesaid, the face value and paid up value of the equity shares of the company shall stand reduced from Rs.10/- each fully paid up to Re.1/- each fully paid up per Equity Share. NO DEALINGS FROM 14/02/2008 DR-224/2007-2008 Note : 1. 6% Cumulative Redeemable Preference Share being redeemable by PIL not later than the expiry of a period 18 months from the date on which such Preference Shares is allotted 2.At the time of allotment in the event there being any fraction which is less than half, the same shall be ignored and in the event the fraction exceeding half, the same shall be considered as one full share. It is clarified that in the event the fraction being exactly half the same will be considered as one full share. Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 05.02.2008) Pidilite Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 28, 2008, inter alia, have considered / approved the following : Preference Dividend: The Directors recommend the payment of dividend at Rs 0.60 per share on 28,74,805 6% Cumulative Redeemable Preference Shares of Rs 10 each, on pro-rata basis. These shares were allotted on March 31, 2008 pursuant to the Scheme of Demerger of VAM manufacturing unit of Vinyl Chemicals (India) Ltd, (VCIL) into the Company. The tax on dividend will be borne by the Company. (As Per BSE Announcement Website Dated on 29.05.2008) Trading members of the Exchange are hereby informed that the under mentioned new securities of Pidilite Industries Limited (Scrip Code: 500331, ISIN No: INE318A01026) are listed and permitted for trading on the Exchange with effect from Tuesday, July 08, 2008. Securities 6,67,306 * Equity Shares of Re.1/- each issued to shareholders of Vinyl Chemicals (India) Limited pursuant to the Scheme of Arrangement of the Company. Dist. Nos.252400001 to 253067306 *These shares are ranking pari-passu with the old equity shares of the company. 2. The brief particulars of the Scheme of Arrangement are as mentioned below: a) The Scheme of Arrangement of the company was approved by the Hon'ble High Court of Bombay vide its order dated December 14, 2007. b) Appointed Date: April 01, 2007. c) Effective Date: January 18,2008 d) Date of Allotment: March 31, 2008. e) Exchange Ratio - In consideration of demerger of VAM manufacturing unit of Vinyl Chemicals (India) Limited into the company, the Company had issued 1 (One) fully paid up equity share of Re.1 /- each of the company for every 12 (twelve) fully paid up equity shares of Rs.10/- each held in Vinyl Chemicals (India) Limited. 3. As per Exchange Notice No. 20080205-30 dated February 05, 2008, the demerged company viz. Vinyl Chemicals (India) Limited has fixed 'Record Date' as February 21, 2008, for giving effect to the Scheme and accordingly trading in the equity shares of the said transferor company was stopped w.e.f February 14,2008. 4. The company's financial year ends on March 31, 2008. (As Per BSE Notice Dated on 07.07.2008)
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