(28-Mar-2011 Hours IST)
Century Plyboards (India) Ltd has informed BSE about outcome of Board Meeting held on March 28, 2011, have approved of a Scheme of Arrangement between CPIL and Star Ferro And Cement Ltd ('SFCL') and their respective shareholders providing for demerger of the Ferro Alloys and Cement Division of CPIL to SFCL with effect from April 01, 2011 ('the Appointed Date'). The Ferro Alloys and Cement Division of CPIL constitutes the business and interests of CPIL in manufacture of ferro alloys and cement, including captive power plants attached thereto. It comprises (i) ferro alloys and power plant at Byrnihat in the State of Meghalaya, (ii) Investment in 2,95,47,500 Equity Shares of Rs.10/- each in Cement Manufacturing Company Limited ('CMCL'), a Company manufacturing cement at Lumshnong in the State of Meghalaya and (iii) Investment in 52,04,998 Equity Shares of Rs.10/- each in Meghalaya Power Limited ('MPL'), a Company setting up a power plant for supplying power primarily to CMCL. SFCL is a new company and is a wholly owned (100%) subsidiary of CPIL with CPIL and its nominees holding all the 5,00,000 Equity Shares of Re.1/- each issued by SFCL. The remaining business and Interests of CPIL, including manufacture of plywood, laminate, veneer and & allied products and others will continue to belong to and be managed by CPIL. In consideration of the demerger, SFCL will issue and allot to the shareholders of CPIL, 1 (One) Equity Share of Re. 1/- each credited as fully paid up in SFCL for every 1 (One) Equity Share of Re.1/- each fully paid-up held by them in the capital of CPIL. Consequently all shareholders of CPIL will also become shareholders of SFCL. The plywood, laminate & allied products and other businesses of CPIL on the one hand and ferro alloys and cement business of CPIL on the other hand constitute the largest business segments of the consolidated CPIL and are poised to grow further. The said businesses and interests of CPIL have evolved and grown from strength to strength over the years. The present day nature and size of the ferro alloys and cement business and plywood, laminate and allied products business, including the pan India footprint of the latter business, are such that the divergent considerations, factors, financials, risks and rewards applicable to the running, growth and development of such businesses are required to be addressed with greater focus at-all levels and are also required to be evaluated and looked at separately. The said businesses have good potential for funding, running, growth and development thereof as independent businesses. In view, inter alia, of the aforesaid and as part of an overall business reorganisation plan and in order to take the respective businesses to the next level of growth it is necessary to segregate and realign the businesses and interests of CPIL appropriately. In the circumstances it is considered desirable and expedient to reorganise and reconstruct CPIL by demerging the Ferro Alloys and Cement Division of CPIL to SFCL, as aforesaid. The demerger will simplify and rationalise the holding structure of various businesses and interests of CPIL and result in creation of two more focussed entities, i.e. (a) CPIL having interests primarily in the plywood, laminate & allied products and other businesses and (b) SFCL having interests primarily in ferro alloys and cement business. Consequent to the demerger, the plywood, laminate & allied products and other businesses and ferro alloys and cement business will be capable of independent evaluation. The same will unlock shareholders value and enable independent funding of the said businesses as also suitable strategic, technological and / or financial alliance and participation of appropriate partners and stakeholders in such business. The demerger will enable the said businesses to be carried on more conveniently and advantageously and will unlock the capacity of each of the businesses to raise and access larger funds for running, growth and expansion thereof on the basis of their individual strengths and operating parameters and independent evaluation. The Scheme is subject to and conditional upon the requisite approvals being received therefor, including approval of shareholders and sanction of the Hon'ble High Court at Calcutta pursuant to Sections 391 to 394 of the Companies Act, 1956, Accordingly, the Scheme although operative from the Appointed Date shall come into effect on the Effective Date, being the date or last of the dates on which certified copies of the orders sanctioning the Scheme are filed by CPIL and SFCL with the Registrar of Companies. Century Plyboards (India) Ltd has informed BSE that the Board of Directors of the Company at its meeting held on January 19, 2012, has reviewed and reexamined the Scheme of Arrangement earlier approved by the Board on March 28, 2011. In view of considerable passage of time and other business considerations, the Board decided to withdraw the said scheme and consider a fresh scheme with a new appointed date in due course. (As Per BSE Announcement Website dated on 19.01.2012) Century Plyboards (India) Ltd has informed BSE that the Board of Directors of the Company at tis meeting held on May 09, 2012, have approved of a Scheme of Arrangement between CPIL and Star Ferro And Cement Limited ('SFCL') and their respective shareholders providing for demerger of the Ferro Alloys and Cement Division of CPIL to SFCL with effect from April 01, 2012 ('the Appointed Date'). The Ferro Alloys and Cement Division of CPIL constitutes the business and interests of CPIL in manufacture of ferro alloys and cement, including captive power plants attached thereto, it comprises (i) ferro alloys and power plant at Byrnihat in the State of Meghalaya, (ii) investment in 2,95,47,500 Equity Shares of Rs. 10/- each in Cement Manufacturing Company Limited ('CMCL'), a Company manufacturing cement at Lumshnong in the State of Meghalaya and (iii) investment in 83,58,998 Equity Shares of Rs. 10/- each In Meghalaya Power Limited ('MPL'), a Company setting up a power plant for supplying power primarily to CMCL. SFCL Is a new company and is a wholly owned (100%) subsidiary of CPIL with CPIL and its nominees holding all the 5,00,000 Equity Shares of Re. 1/- each issued by SFCL. The remaining business and interests of CPIL, including manufacture of plywood, laminate, veneer and & allied products and others will continue to belong to and be managed by CPIL. In consideration of the demerger, SFCL will issue and allot to the shareholders of CPIL, 1 (One) Equity Share of Re. 1/- each credited as fully paid up In SFCL for every 1 (One) Equity Share of Re. 1/- each fully paid-up held by them, in the capital of CPIL. Consequently all shareholders of CPIL will also become shareholders of SFCL. The plywood, laminate & allied products and other businesses of CPIL on the one hand and ferro alloys and cement business of CPIL on the other hand constitute the largest business segments of the consolidated CPIL and are poised to grow further The said businesses and interests of CPIL have evolved and grown from strength to strength over the years. The present day nature and size ot the ferro alloys and cement business and plywood, laminate and allied products business, Including the pan India footprint of the latter business are such that the divergent considerations! factors, financials, risks and rewards applicable to the running, growth and development of such businesses are required to be addressed with greater focys at ail levels and are also required to be evaluated and looked at separately. The said businesses have good potential for funding, running, growth and development thereof as independent businesses. in view, inter alia, of the aforesaid and as part of an overall business reorganisation plan and in order to take the respective businesses to the next level of growth it is necessary to segregate and realign the businesses and interests of CPIL appropriately. In the circumstances it Is considered desirable and expedient to reorganise and reconstruct CPIL by demerging the Ferro Alloys and Cement Division of CPIL to SFCL, as aforesaid. The demerger will simplify and rationalise the holding structure of various businesses and interests of CPIL and result in creation of two more focussed entities, i.e. (a) CPIL having Interests primarily in the plywood, laminate & allied products and other businesses and (b) SFCL having interests primarily in ferro alloys and cement byslness. Consequent to the demerger, the plywood, laminate & allied products and other businesses and ferro alloys and cement business will be capable of independent evaluation. The same will unlock shareholders value and enable independent funding of the said businesses as also suitable strategic, technological and/or financial alliance and participation of appropriate partners and stakeholders In syeh business, The demerger will enable the said businesses to be carried on more conveniently and advantageously and will unlock the capacity of each of the businesses to raise and access larger funds for running, growth and expansion thereof on the basis of their individual strengths and operating parameters and Independent evaluation. The Scheme Is subject to and conditional upon the requisite approvals being received therefor, Including approval of shareholders and sanction of the Hon'ble High Court at Calcutta pursuant to Sections 391 to 394 of the Companies Act, 1956. Accordingly, the Scheme although operative from the Appointed Date shall come into effect on the Effective Date, being the date or iast of the dates on which certified copies of the orders sanctioning the Scheme are filed by CPIL and SFCL with the Registrar of Companies. (As Per BSE Announcement Dated on 10.05.2012) Century Plyboards (India) Ltd has informed BSE that the petition in respect of The Scheme of Arrangement between the Century Plyboards (India) Ltd and Star Ferro and Cement Limited and their respective shareholders providing for demerger of the Ferro Alloy and Cement Division of the Company to Star Ferro and Cement Limited with effect from Appointed Date April 01, 2012, was taken up on May 17, 2013 by Hon'ble Calcutta High Court and the scheme was sanctioned. Upon receipt and filing of certified copies of formal drawn up order in the prescribed form with the Registrar of Companies, due effect of the demerger would be given with effect from the appointed date April 01, 2012 in the financial statements of the Company for the financial year ended March 31, 2013. (As per BSE Announcement Dated on 20.05.2013) SUB.:- Scheme of Arrangement of Century Plyboards (India) Ltd. (Scrip Code 532548) Trading Members of the Exchange are hereby informed that, Century Plyboards (India) Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the Company pursuant to the Scheme of Arrangement (Demerger) of the Company approved by Hon'ble High Court of Calcutta. COMPANY NAME CODE Century Plyboards (India) Ltd. (532548) RECORD DATE 19/07/2013 PURPOSE Scheme of Arrangement: - Upon the Scheme becoming effective and in consideration of the demerger and transfer of the Ferro Alloys and Cement Division, Star Ferro and Cement Ltd (SFCL) shall issue and allot to all shareholders of Century Plyboards (India) Ltd in the following ratio: 'For every 1 (ONE) equity share of Re.1/- each, held in Century Plyboards (India) Ltd, every equity shareholder of Century Plyboards (India) Ltd shall be entitled to receive 1 (ONE) equity share of SFCL of Re.1/- each fully paid up'. EX-ENTITLEMENT FROM DATE & SETT. NO. 18/07/2013DR-079/2013- 2014 Note: Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated September 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 July 18, 2013 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 July 18, 2013. Subject to compliance with requisite formalities the resulting company i.e. Star Ferro and Cement Limited will be listed on BSE Limited . (As Per BSE Notice Dated On 12.07.2013) With reference to the earlier annoucement dated July 08, 2013, Century Plyboards (India) Ltd has now informed BSE that the Board of Directors of Star Ferro and Cement Ltd., at its meeting held on July 22, 2013 issued and allotted 1(one) fully paid up equity share of Re. 1 each in Star Ferro and Cement Limited for every 1(one) fully paid up equity share of Re.1/- each held in Century Plyboards (India) Ltd. (CPIL) to those shareholders whose name appeared in the list of members of CPIL as the Record Date, i.e. July 19, 2013. (As per BSE Announcement Dated on 22.07.2013) Star Ferro and Cement Ltd has informed BSE that the Hon'ble High Court of Meghalaya at Shillong, vide its order dated March 31, 2015 has approved the Scheme of Arrangement for demerger between Star Ferro and Cement Limited, Shyam Century Ferrous Limited and their respective shareholders with effect from Appointed Date i.e. April 01, 2014. The Scheme will become effective upon filing of certified copy of the Order with the Registrar of Companies. (As Per BSE Announcement Dated on 01.04.2015)
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