(28-Feb-2006 Hours IST)
Board has approved Scheme of Amalgamation of Shyam Century Ferrous Ltd (SCFL) with the Company. The Scheme, when approved by shareholders of the company and SCFL and respective Hon'ble Courts, will be effective from April 01, 2005. The Board has approved exchange ratio of three equity shares of Rs 10/- each of the company for every four equity shares of Rs 10/- each of SCFL. The present paid up share capital of SCFL is Rs 126.90 million divided into 1,26,95,820 equity shares of Rs 10/- each. Accordingly 95,21,865 equity shares of Rs 10/- each will be issued by the Company to the shareholders of SCFL on implementation of Scheme of Amalgamation. Century Plyboards India Ltd has informed BSE that pursuant to the order made by the Hon'ble High Court at Calcutta a meeting of the equity shareholders of the Company will be held on August 22, 2006, for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Shyam Century Ferrous Ltd with the Company. (As per BSE Bulletin dated on 04/08/2006) Century Plyboards (India) Limited has informed the Exchange that by an order made on July 21,2006, the Hon'ble High Court at Calcutta has directed that a meeting of the Equity Shareholders of Century Plyboards (India) Limited, being the Applicant Company abovenamed (hereinafter referred to as "the Transferee Company") be held on August 22,2006 for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Shyam Century Ferrous Limited with the Transferee Company. (As Per NSE Bulletin Dated on 07/08/2006) Century Plyboards (India) Limited has informed the Exchange that the Board of Directors at their meeting held on February 24, 2006, have approved a scheme of amalgamation, whereby Shyam Century Ferrous Limited (SCFL) is proposed to be amalgamated with the company w.e.f. April 01, 2005. SCFL is engaged in manufacturing of Ferro Silicon with captive power plant at Meghalaya and is controlling 76.73% shareholding of its subsidiary Cement Manufacturing Company Ltd., which is operating a cement plant at Meghalaya. The proposed exchange ratio is three equity shares of the company for every four equity shares held by shareholders of SCFL. Pending approval of the scheme of amalgamation by shareholders of respective companies and respective high courts of jurisdiction, no effect has been given with regard to the scheme of amalgamation in quarterly results. (As per NSE Bulletin dated on 25/08/2006) Century Plyboards India Ltd has informed BSE that the equity shareholders of the Company have approved the proposed Scheme of Amalgamation of Shyam Century Ferrous Ltd with the Company, at their meeting held on August 22, 2006, pursuant to the order made by the Hon'ble High Court at Calcutta. (As per BSE Annocement website dated on 13/09/2006) Century Plyboards India Ltd has informed BSE that the members of Shyam Century Ferrous Ltd at its meeting held on September 16, 2006, have unanimously approved the Scheme of Amalgamation whereby Shyam Century Ferrous Ltd is proposed to be merged with the Company. (As per BSE Annocement website dated on 25/09/2006) Century Plyboards India Ltd has informed BSE that the Company has proposed a Scheme of Amalgamation, whereby Shyam Century Ferrous Ltd will amalgamate with the Company with effect from April 01, 2005. The Schema of Amalgamation has been approved by the shareholders of both the Companies and both the Companies have filed petition for approval of the Scheme to the respective Hon'ble High Courts of Jurisdiction. Under the circumstances, until the Scheme of Amalgamation is approved by the respective Hon'ble High Courts, the Company is unable to prepare its audited Annual Accounts for the year ended March 31, 2006, which will be on merge entity basis. Further the Company has informed that, the Company had requested the Registrar of Companies West Bengal, Kolkata for extension of time to hold its Annual General Meeting up to December 31, 2006 for the financial year ended March 31, 2006. The Registrar of Companies, West Bengal, Kolkata has granted extension vide his letter dated August 25, 2006. (As per BSE Announcement website dated on 17/10/2006) Century Plyboards India Ltd has informed BSE that a petition under Sections 391(2) and 394 of the Companies Act, 1956 for confirmation of a Scheme of Amalgamation of Shyam Century Ferrous Ltd with the Company, was presented by the Company on the September 20, 2006 and the said petition is fixed for hearing before the Hon'ble Judge taking Company Matters on November 01, 2006. (As per BSE Announcement website dated on 01/11/2006) Century Plyboards India Ltd has informed BSE that the Hon'ble High Court at Calcutta and Hon'ble Gauhati High Court have approved the Scheme of Amalgamation whereby Shyam Century Ferrous Ltd. will amalgamate with the Company with effect from the appointed date i.e. April 01, 2005. However, the Company is yet to receive the detailed orders from the said Hon'ble High Courts and file the same with the Registrar of Companies. (As Per BSE Announcement Dated on 29/11/2006) Century Plyboards India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 04, 2006, has taken the following decisions: 1. The meeting discussed the progress of Scheme of Amalgamation whereby Shyam Century Ferrous Ltd is to amalgamate with the Company with effect from April 01, 2005. The Scheme of Amalgamation had been approved by the shareholders of both the Companies and also by the Hon'ble High Courts at Calcutta and Gauhati. However, as the Company has not received the certified copies of the orders from the Hon'ble High Courts, the effect of the Scheme could not be given in the Accounts for the financial year 2005-06 and the Accounts for the Financial year ended March 31, 2008 have been prepared without giving effect of the Scheme of Amalgamation. 2. To hold the next Annual General Meeting of the Company on December 30, 2006. (As Per BSE Announcement Dated on 04/12/2006) Trading members of the Exchange are hereby informed that the under mentioned new securities of Century Plyboards (I) Ltd. (Scrip Code: 532548, ISIN No: INE348B01013) are listed and permitted for trading on the Exchange with effect from Friday, July 6, 2007. Securities 95,21,865* Equity Shares of Rs.10/- each issued to the shareholders of erstwhile Shyam Century Ferrous Ltd. pursuant to Scheme of Amalgamation of the Company. Dist. Nos. 10381549 to 19903413 * These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that 1,71,86,573 Equity shares of the company, including the entire new equity shares issued pursuant to the scheme of amalgamation, are under lock-in as per details given below and therefore these shares would not be good delivery in the market till then. The company has confirmed that of these, 31,60,728 Equity shares are issued in physical form and the relevant share certificates have been enfaced with a stamp regarding its non-transferability. The balance 1,40,25,845 equity shares are issued in demat form for which necessary corporate action has been executed to have lock-in period marked in the depository's record. The details of non-transferable shares are given hereinbelow: Number of Shares Details of Dist. Nos. Date upto which lock in 23,73,615 Refer Annexure A 10.07.2008 7,87,113 Refer Annexure A 10.07.2010 1,24,32,465 Demat 10.07.2008 15,93,380 Demat 10.07.2010 3. The brief particulars of the Scheme of Amalgamation are as mentioned below: a. The Scheme of Amalgamation of the company was approved by the Hon'ble High Courts of Calcutta and Gauhati vide their Orders dated November 8 and 22, 2006 respectively. b. Appointed Date: April 01, 2005 c. Effective Date: December 7, 2006 d. Date of Allotment: February 19, 2007 e. Exchange Ratio - For every 4 (Four) Equity Shares of Rs.10/- each held in erstwhile Shyam Century Ferrous Ltd., 3 (Three) Equity shares of Rs.10/- each of the company have been issued. 4. The company's financial year ends on 31st March. 5. In case trading members require any clarification on the subject matter of the notice, they may please contact the undersigned on 22721233/34 Extn. No.8476 or Ms. Swati Sinha on Extn. No.8571. (As per BSE Notice dated on 05/07/2007)
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