(31-Dec-2007 Hours IST)
LG Balakrishnan & Bros Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 31, 2007, has approved the details of the Scheme for demerger of the Forging division Into a separate Company. The Board accepted the recommendations contained in the scheme of demerger whereby the Company will be demerged the Forging Division consisting of Hot Forging Division, Warm Forging Division & Cold Forging Division into a separate Company. LGB Forge Ltd with effect from April 01, 2008 through High Court approved process. The Board accepted the share entitlement ratio for the demerger, subject to regulatory approvals. As per the share entitlement ratio, the shareholders of the Company will be issued, at no cost, 1 (One) fully paid up equity share of Re 1/- each in LGB Forge Ltd for every 1 (One) share of Re 1/- each of the Company held. The Demerger share entitlement ratio approved by the Board is on the basis of valuation reports received from two independent Valuers. Post demerger, shares of LGB Forge Ltd will be listed on the exchanges where the Company is currently listed (i.e. Bombay Stock Exchange Ltd ("BSE"), National Stock Exchange of India Ltd ("NSE"), Madras Stock Exchange Ltd (MSE), & The Coimbatore Stock Exchange Ltd ("CSX"). The demerger, will be in compliance with the provisions of Section 2(19AA) of the Income Tax Act, and is considered the most efficient, tax neutral and shareholder friendly mechanism to restructure the business. The above restructuring will be subject to relevant approvals and confirmation of the demerger scheme by the High Court of Madras. LG Balakrishnan & Bros Ltd has informed BSE that the Scheme of Arrangement between LG Balakrishnan & Bros Ltd the demerged Company, LGB Forge Ltd, the resulting Company and their respective shareholders for the demerger of Forging Division was approved on March 27, 2008 by the shareholders unanimously at the Extra Ordinary General Meeting as per the directions of the Hon'ble High Court of Judicature at Madras. The meeting was presided over by Shri. B Vijayakumar, Managing Director who was appointed as Chairman of the meeting by the Hon'ble High Court. The Company would take necessary steps for filing the petition before the Hon'ble High Court of Madras for its approval. (As per BSE Announcement Website dated on 28/03/2008) LG Balakrishnan & Bros Ltd has informed BSE that the Hon'ble High Court of Judicature at Madras, vide order dated April 21, 2008 received by the Company on May 08, 2008 has sanctioned the Scheme of Arrangement of Demerger between LG Balakrishnan & Bros Ltd (LGB), LGB Forge Ltd (LGBFL) and their respective shareholders. Further the Company has informed that, certified copy of the said court order has been duly filed with the Registrar of Companies, Coimbatore on May 09, 2008. Accordingly, May 09, 2008, is the "Effective Date" for the Scheme of Arrangement as aforesaid. (As per BSE Announcement Website dated on 10/05/2008) LG Balakrishnan & Bros Ltd has informed BSE about the Brief note on Scheme of Arrangement between LG Balakrishnan & Bros Ltd & LGB Forge Ltd: "LG Balakrishnan & Bros Ltd is a listed public Company presently engaged in the businesses of manufacturing of chains, rubber belts, steel forgings and related automotive comporients. LGB Forge Ltd is an un-listed public Company incorporated for the purposes of carrying on businesses as manufacturers of forgings and castings. The entire business of the LG Balakrishnan & Bros Ltd consists of many divisions. In order to provide greater focus to the business activities, it is proposed to demerge the Forging Division of LG Balakrishnan & Bros Ltd and transfer the Forging Division on a going concern basis to LGB Forge Ltd. As a result of the demerger, LGB Forge Ltd would focus on the Forging Division, leaving LG Balakrishnan & Bros Ltd to focus on the Remaining Business. In consideration of the transfer of the Forging Division to LGB Forge Ltd and as per the Scheme of Arrangement the Transferee Company (i.e. LGB Forge Ltd) will issue 1 (One) Equity Share for every 1 (One) Equity share held by the existing shareholder of the Transferor Company (i.e LG Balakrishnan & Bros Ltd) as on the record date to be fixed by the Company. The present Scheme of Arrangement is pursuant to Sections 391 & 394 and other relevant provisions of the Companies Act, 1956 and is in compliance with the norms laid down under Section 2 (19AA) of the Income Tax Act, 1961. Note: The Shares to be issued by LGB Forge Ltd the resulting Company will be listed in the Stock Exchanges where in the Shares of LG Balakrishnan & Bros Ltd is listed as per SEBI DIP Guidelines." (As per BSE Announcement Website dated on 12/05/2008) SUB. :- Scheme of Arrangement of L.G. Balakrishnan & Bros Ltd. (Scrip Code 500250) Trading Members of the Exchange are hereby informed that L.G. Balakrishnan & Bros Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company. COMPANY NAME & CODE L.G. Balakrishnan & Bros Ltd. 500250 RECORD DATE 28/05/2008 PURPOSE Scheme of Arrangement : Demerger of the Forging Division of L.G. Balakrishnan & Bros Ltd. into LGB Forge Ltd. Upon the coming into effect of the Scheme and in consideration of the demerger of the Forging Division in LGB Forge Ltd., LGB Forge Ltd. shall issue and allot equity shares at par on a proportionate basis to each member of L.G. Balakrishnan & Bros Ltd. in the ratio of ONE equity share of Re.1/- each fully paid up of LGB Forge Ltd., for every ONE equity share of Re.1/- each fully paid up held in L.G. Balakrishnan & Bros Ltd. EX-ENTITLEMENT DATE & SETT. NO. 21/05/2008 DR-035/2008-2009 The scrip will be No Delivery from 21/05/2008 (DR-035/2008-2009) to 27/05/2008 (DR-039/2008-2009). (As Per BSE Notice Dated on 14.05.2008) LG Balakrishnan & Bros Ltd has submitted to BSE the copy of Computation of Cost of Acquisition of the Shares allotted under the Demerger Scheme and the consequential reduction in Cost of Acquisition of the Shares of LGB, in terms of the Income Tax Act, 1961. (As per BSE Announcement Website dated on 03/07/2008)
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