(03-Nov-2018 Hours IST)
The Board of Directors of Alembic Limited at its meeting held today has: a) Approved the Unaudited Financial Results of the Company for the quarter and half year ended 30th September, 2018; and b) On recommendation of the Audit Committee, considered and approved Composite Scheme of Arrangement ('Scheme') for the transfer and vesting of the Identified Real Estate Undertaking of Alembic Limited ('the Company' or 'the First Demerged Company'), comprising of a real estate development project along-with related real estate interest and Project Management Consultancy business into Shreno Limited ('the First Transferee Company' or 'the Second Demerged Company') and transfer and vesting of Engineering Division and Investment Division of Shreno Limited into Nirayu Private Limited ('the Second Transferee Company') and their respective shareholders with effect from the Appointed Date i.e. 1st November 2018. With reference to captioned matter, we would like to hereby inform as under: The Board of Directors of the Company on the recommendation of the Audit Committee has considered and approved the Composite Scheme of Arrangement ('Scheme') comprising of the transfer and vesting of the Identified Real Estate Undertaking of Alembic Limited ('the Company' or 'the First Demerged Company' or 'Alembic'), comprising of a real estate development project alongwith related real estate interest and Project Management Consultancy business into Shreno Limited ('the First Transferee Company' or 'the Second Demerged Company' or 'Shreno') and transfer and vesting of Engineering Division and Investment Division of Shreno Limited into Nirayu Private Limited ('the Second Transferee Company' or 'Nirayu') and their respective shareholders with effect from the Appointed Date i.e. 1st November, 2018. For the purpose of determining the Post-demerger cost of acquisition of: (a)Equity shares of Alembic Limited; and (b)7% Non-Convertible Cumulative Redeemable Preference Shares of Shreno Limited; under the Income Tax Act 1961, the shareholders are required to apportion their pre-demerger cost of acquisition of Equity shares of Alembic Limited in the specified ratio, as prescribed under Section 49(2C) & 49(2D) of Income Tax Act 1961. Based on the Unaudited Reviewed Financial Statements as on 30th September 2018, the Provisional ratio for determining the post-demerger cost of acquisition would be as under: Name of Company & Security Provisional Deemed Post-demerger Cost of acquisition Alembic Limited - Equity Shares 98.75% Shreno Limited - 7% Non-Convertible Cumulative Redeemable Preference Shares 1.25% Total 100.00% This communication is for the benefit of the shareholders and the Company takes no express or implied liability in providing this guidance. (As Per BSE Announcement Dated on 16.11.2018) We would like to inform that Hon''ble National Company Law Tribunal, Ahmedabad Bench ['NCLT'] has sanctioned the Composite Scheme of Arrangement between Alembic Ltd and Shreno Ltd and Nirayu Pvt Ltd and their respective shareholders ['Scheme']. A copy of the order of NCLT ['Order'], as uploaded on the website of NCLT, is enclosed herewith for your records. In accordance with Clause 5.1 of the Scheme, eligible equity shareholders of Alembic Ltd whose name appears in the register of members as on the Record Date, shall be issued and allotted, 1 (one) 7% Non-Convertible Cumulative Redeemable Preference Shares-I by Shreno Ltd, as consideration for transfer and vesting of Demerged Undertaking 1 to Shreno Ltd, for every 1 fully paid up equity share of Rs. 2/- each held by them in Alembic Ltd. The Scheme will become effective upon filing of the certified copy of Order with the Registrar of Companies, Gujarat. The same will be intimated to the Stock Exchanges in due course. (As Per BSE Announcement Dated On 02/08/2019) In furtherance to our letter dated 2nd August, 2019 on the captioned matter, we would like to inform that the Composite Scheme of Arrangement between Alembic Limited and Shreno Limited and Nirayu Private Limited and their respective shareholders ('Scheme'), has become effective upon filing of the certified copy of the Order passed by the Hon''ble National Company Law Tribunal, Ahmedabad Bench ('NCLT') sanctioning the Scheme, with the Registrar of Companies, Gujarat (MCA website) on 8th August, 2019, with effect from the Appointed Date of 1st November, 2018. You are requested to take the above on your record. (As Per BSE Announcement Dated On 08/08/2019) Scheme of Arrangement (Demerger) of Alembic Ltd (Scrip Code 506235) Trading Members of the Exchange are hereby informed that, pursuant to the Scheme of Arrangement (Demerger) approved by the Hon'ble National Company Law Tribunal, Ahmedabad (NCLT), Alembic Ltd has fixed the Record Date for the purpose of determining entitlement of the shareholders of the Company, as per details given below: COMPANY NAME CODE Alembic Ltd (506235) RECORD DATE 27/08/2019 PURPOSE As per Scheme of Arrangement sanctioned by the Hon'ble National Company Law Tribunal, Ahmedabad Bench (NCLT), between, Alembic Ltd (Transferor Company) and Shreno Limited & Nirayu Pvt. Limited and Their Respective Shareholders And Creditors: - Upon the coming into effect of the aforesaid Scheme and in consideration of the demerger of the Identified Real Estate Undertaking of Alembic Ltd into Shreno Limited pursuant to this Scheme Shreno Limited shall issue and allot Preference Shares to the shareholders of Alembic Ltd in the following proportion: '1 fully paid up 7% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 2/- each at a premium of Rs.14.50/- per share of Shreno Limited for every 1(One) fully paid up equity share of Rs.2/- each held in Alembic Limited. If approval from Reserve Bank of India is not received for allotment of shares, then Shreno Limited shall by way of bank remittance, make payment of cash equivalent to the value of 7% Non-Convertible Cumulative Redeemable Preference Shares to be allotted to resident outside India/ Non-resident Shareholders i.e Rs. 16.50/- for every 1 (one) fully paid up equity share of Rs. 2/- each held in Alembic Ltd. EX-ENTITLEMENT FROM DATE & SETT. NO. 26/08/2019 DR-101/2019-2020 Note: Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated November 2, 2010, Trading members are hereby informed that the trading in the equity shares of the aforesaid company shall be transferred from B' group to T' group w.e.f. August 26, 2019 and pursuant to SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012; the aforesaid scrip shall be a part of Call Auction in Pre-open Session on August 26, 2019. (As Per BSE Notice Dated on 19.08.2019) In continuation to our intimation dated 13th August, 2019 fixing the Record Date and in line with the communication and direction received from BSE Limited vide their email dated 14th August, 2019, we would like to inform that the Record Date has been revised and now fixed as 27th August, 2019. In consideration of the transfer and vesting of the Demerged Undertaking 1 (as defined in the Scheme) of Alembic Limited to Shreno Limited in terms of Clause 5 of the Scheme, the Equity Shareholders of Alembic Limited whose names appear in the Register of Members and records of the depositories as members of Alembic Limited as on the Record Date i.e. 27th August, 2019 will be entitled for the following (based on their respective eligibility): Allotment of 1 (one) fully paid up 7% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 2/- each at a premium of Rs. 14.50/- per share of Shreno Limited for every 1 (one) fully paid up equity share of Rs. 2/- each held in Alembic Limited. (As Per BSE Announcement Dated on 14/08/2019)
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