(15-Sep-2005 Hours IST)
Board has approved the details of the Scheme for demerger of the Offshore services business into a separate company.The scheme of demerger approved by the Board envisages the demerger of the Offshore business consisting of drilling services, marine logistics, marine construction and port/terminal services, into a separate new company, Great Offshore Ltd with effect from April 01, 2005 through a High Court approved process. In consideration of the demerger, shareholders of the Company will be issued, at no cost, 1 fully paid share of Rs 10 each in Great Offshore Ltd for every 5 shares of the Company held, consequent to which and simultaneously, the shares held in the Company will stand re-organised to 4 shares of Rs 10 each for every 5 shares currently held. The demerger share entitlement ratio approved by the Board is on the basis of the recommendations of two leading firms of Chartered Accountants and independent valuers, namely, Deloitte Haskins & Sells and Kalyaniwalla & Mistry. Since all shareholders will be issued shares in Great Offshore Ltd on a proportionate basis, there will be no change in the overall shareholding pattern on the date demerger becomes effective. Post the demerger, shares of Great Offshore Ltd will be listed on the exchanges where the Company is currently listed (i.e. The Stock Exchange, Mumbai and the National Stock Exchange . The Company has informed that the Hon'ble High Court of Bombay on January 27, 2006 has approved the Scheme of Arrangement being Demerger of the Offshore Services Business of the Company into a 'Great Offshore Limited'. In accordance with the Scheme the Company has to comply with the conditions precedent and upon fulfillment of those conditions precedents the Board of Directors shall announce the Effective Date of Demerger, whereupon the Offshore Services Business will stand vested into 'Great Offshore Limited' from the appointed date namely April 1, 2005. Other provisions of the Scheme will be implemented after the announcement of Effective date. (As per BSE Bulletin dated on 27/01/2006) Great Eastern Shipping Co. Ltd. has informed the Exchange that regarding an article carried in the 'Economic Times' of March 14, 2006, extract enclosed, which indicates that the Record Date may be announced next week. In this connection the Company has clarified that, as contemplated in the Scheme, the Company is still in the process of obtaining approvals for transfer of material contracts in favour of Great Offshore Limited and at this moment the Company is unable to indicate the time when it would be in a position to announce the Effective and Record Date for the demerger of the Offshore Services business into Great Offshore Limited. (As per NSE Bulletin dated on 16/03/2006) Great Eastern Shipping Co. Ltd. has informed the Exchange that the Company has taken delivery of one New Building Offshore Supply Vessel From Bharati Shipyard Limited. The Vessel has been named ' Malaviya Twenty Five'. The Company has also entered into Contract with Bharati Shipyard Limited for a 140 T Bollard Pull AHTSV. The said vessel has been contracted on behalf of the Offshore Division under demerger and the Contract will, on the effective date, stand transferred to Great Offshore Limited, the resulting company. The said Vessel is expected to be delivered by mid 2007. (As per NSE Bulletin dated on 28/03/2006) The company has informed that the Scheme of Arrangement between the Company and Great Offshore Ltd (Great Offshore) under which the Offshore Services business of the Company is to be demerged into the resulting Company, Great Offshore. The said Scheme has been already approved by the Hon'ble High Court of Bombay. The Scheme is to come into force only upon receipt of approvals of any contracting counterparty under a material contract. After sanction of the Scheme by the Honble High Court of Bombay, the Company approached various contracting counter parties for their approval. Further the Company has informed that, the Board met on June 02, 2006, to review the entire correspondence and the status of the various approvals from such contracting counter parties and noted that one of the contracting counter party has stated that despite the transfer of the Offshore Services business into Great Offshore, as approved by the High Court, the Company should continue to be responsible for the services and for the execution and performance of the contract with that contracting counter party. This condition being not in accordance with the very essence of the High Court approved Scheme, can obviously not be accepted by the Company. Further representations are being made to thiscounterparty in this regard. (As per BSE Bulletin dated on 02/06/2006) Great Eastern Shipping Co. Ltd. has informed the Exchange that the Company has taken delivery of one New Building Platform Supply Vessel from Brattvaag Skipsverft AS, Norway. The Vessel has been named 'Malaviya Twenty Nine'. Upon demerger of the Offshore Division the vessel will stand transferred to Great Offshore Limited, the resulting company. (As per NSE Bulletin dated on 21/06/2006) Great Eastern Shipping Co. Ltd. has informed the Exchange that the Company reviewed at its meeting held on August 02, 2006 the status of various approvals from contracting counter parties. The Board after due deliberation concluded that it was not possible to proceed with the Scheme of De-merger of the offshore services business into a seperate company Great Offshore Limited as all the conditions for arriving at the Effective Date of the Scheme were not fulfilled within the stipulated time of six months from the date of the Bombay High Court order approving the Scheme. (As Per NSE Bulletin Dated on 03/08/2006) Great Eastern Shipping Company Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 09, 2006 has unanimously decided to apply to the Hon'ble Bombay High Court seeking extension of the timeline for the Effective Date of the de-merger scheme, which had automatically lapsed, in terms of the High Court Order, on August 02, 2006. On August 02, 2006, despite excellent cooperation from all the contracting counter parties but having regard to the legal and commercial complexities of the matter, the process of demerger could not, be completed before the automatically lapsing deadline. At this juncture, since the Scheme had lapsed, the Board was of the opinion that it should examine other possibilities of restructuring the Offshore services business. The Board assessed other possibilities of restructuring the Offshore services business and unanimously concluded that having regard to all facts and circumstances, it was in the best interests of the shareholders, to seek an extension of time from the Hon'ble Bombay High Court. The Board believes that it will be able to obtain the remaining approvals to complete the Demerger process within the extension period. After the de-merger is effected, both the companies, i.e., the Company and Great Offshore Ltd, will be headed by Mr K M Sheth as its Chairman and will have identical promoters. (As per BSE Bulletin dated on 10/08/2006) Great Eastern Shipping Co. Ltd. had informed the Exchange that the Board of Directors at its meeting held on August 09,2006 decided to seek an extension of time from the Hon'ble Bombay High Court to obtain the remaining approvals and to complete the Demerger process. The company has further informed the Exchange that the Hon'ble Bombay High Court after considering the Company's request for extension of time for completing the balance Demerger process has approved extension of the Scheme of Arrangement (Demerger) by a period of 3 months. The Hon'ble Bombay High Court also approved the other modification to the Scheme viz.: Consequent to the decision of the Board to have identical promoters, clauses 24 and 32 in the Scheme relating to inter-se transfer of shares amongst promoters have been deleted. (As per NSE Bulletin dated on 31/08/2006) Great Eastern Shipping Company Ltd (GE shipping) has informed BSE that as the conditions stipulated under clause 35 of the Scheme of Arrangement being demerger (scheme) of the Offshore Services business of the Company into Great Offshore Ltd to make the Scheme effective having complied with, the effective date of the Scheme shall be October 16, 2006. Accordingly the Scheme has become effective on October 16, 2006 and the transfer of assets and liabilities of the Offshore Business of the Company shall stand vested pursuant to the provisions of the scheme with effect from the Appointed Date i.e. April 01, 2005. Pursuant to clause 30 of the Scheme the appointment of Mr. Vijay K Sheth as Managing Director shall stand transferred from the Effective Date i.e. October 16, 2006 and shall deem to be continued in the Resulting Company, Great Offshore Ltd on the same remuneration and on the same terms and conditions on the basis of continuity in services without any hiatus; consequent upon which he shall cease to be a Managing Director of the Company. The shareholders will get the Equity shares of the Resulting Company i.e. Great Offshore Ltd in the ratio of 1 equity share of Rs 10/- each credited as fully paid-up in cash for every 5 equity shares of Rs 10/- each held by the members of the Company. Simultaneously pursuant to clause 16 (c) of the Scheme the issued, subscribed and paid-up share capital of the Company shall stand reduced to the extend of assets transferred and accordingly the issued, subscribed and paid-up share capital of the Company shall stand reduced by Rs 381,746,110/-, Rs 380,686,250/- and Rs 380,671,790/- respectively and that such reduction shall be effected by reducing the paid up Equity share capital of the Company by Rs 2/- per Equity share of Rs 10/- each. Consequently 5 Equity shares so reduced shall be consolidated into 4 Equity shares of Rs 10/- each. (As per BSE Announcement website dated on 16/10/2006) Trading members of the Exchange are hereby informed that, Great Eastern Shipping Company Ltd. has fixed the Book Closure for the 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 Great Eastern Shipping Company Ltd. 500620 & 600620 BOOK CLOSURE 15/11/2006 To 16/11/2006 PURPOSE Scheme of Arrangement:- (1) Demerger of the Offshore Service Business:- In consideration for the Demerged Undertaking, including transfer and vesting thereof in Great Offshore Limited (GOL), GOL will issue and allot in the ratio of ONE equity share of Great Offshore Limited of Rs 10/- each credited as fully paid up in cash for every FIVE equity shares of Rs 10/- each fully paid-up held in the Company. (2) Reduction of Capital :- As a result of the demerger and resultant transfer of the Demerged Undertaking to GOL, the share capital of the company shall stand accordingly reduced by reducing the paid up equity share capital of the company by Rs.2/- per equity share of Rs.10/- each. Simultaneously, with the reduction of the share capital of the company, FIVE equity shares so reduced shall be consolidated into FOUR equity shares of Rs.10/- each. NO DEALINGS DATE 08/11/2006 DR-156/2006- 2007 (As Per BSE Notice Bulletin Dated on 20/10/2006) Trading members of the Exchange are hereby informed that the under mentioned new securities of The Great Eastern Shippling Company Limited (Scrip Code: 500620, ISIN No: INE017A01032) are listed and permitted for trading on the Exchange with effect from Monday, November 27, 2006 Name of the Company : The Great Eastern Shippling Company Limited (GESHIP) Registered Office : Ocean House, 134-A, Dr. Annie Beasant Road, Worli, Mumbai - 400 018. Tel. No : 022-6661 3000/2492 2100 Fax No : 022-2492 5900 Web : www.greatship.com e-mail : shares@greatship.com Securities : 15,22,73,924 equity shares of Rs.10/- each issued pursuant to the scheme of arrangement/ demerger of the company. Distinctive numbers : 1 to 15,22,73,924 Scrip Code : 500620 Group : A Market Lot : 1 Share Scrip ID on BOLT System : GESHIP Abbreviated name on BOLT System : GREAT EASTE ISIN No. : INE017A01032 For the year ending 31st March, 2006 these shares are entitled to full dividend. Trading members may note that the Equity Shares in dematerialised form after the Scheme of Arrangement has been credited in the new ISIN No. INE017A01032. Henceforth, trading members should deal in the new ISIN No. INE017A01032 only and not to deal in the old ISIN No. INE017A01024. Trades effected in the scrip will be in a unit market lot, i.e., one share in the Rolling Settlement. Exit route scheme for small investors announced vide Exchange Notice No. 1302/ 1999 dated April 15, 1999 will be available. The 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 the orders dated February 3, 2006 and August 31, 2006. b) The effective date: October 16, 2006 c) Appointed Date: April 1, 2005 d) Date of Allotment: November 16, 2006 e) The issued, subscribed and paid-up equity capital of the company before arrangement/ demerger was Rs.190.34 crores consisting of 19,03,42,405 equity shares of face value of Rs.10/- each fully paid up. f) Pursuant to the scheme of arrangement, all the assets and liabilities relating to Offshore Service Business have been transferred to and vested on demerger in the resulting company viz. Great Offshore Limited (GOL) on a going concern basis and in consideration thereof, GOL has issued and allotted one Equity share of Rs.10/- each for every five equity shares of Rs.10/- each held in GESHIP. g) As a result of demeger and transfer of Offshore Service Business, the paid up value of each equity share of Rs.10/- stands reduced by Rs.2/- to Rs.8/- each. Simultaneously, with the reduction of the share capital of the company, five equity shares so reduced shall be consolidated into four equity share of Rs.10/- each. h) The issued, subscribed and paid-up capital of the company after scheme of arrangement/ demerger comes to Rs.152.27 crores consisting of 15,22,73,924 equity shares of face value of Rs.10/- each fully paid up. As per Exchange Notice No. 20061020-22 dated October 20, 2006, the company had fixed November 15 to November 16, 2006 as - Book Closure, for giving effect to the Scheme of Arrangement and Demerger and accordingly dealing in the abovementioned securities of the company was stopped with effect from November 8, 2006. Trading members may also note that in respect of shares held in physical form, the company has issued new certificates without surrender of the old equity shares certificates of the company and accordingly the old share certificates shall stand cancelled. Trading members of the Exchange are informed that the Equity Share certificates in physical form bearing the undermentioned distinctive numbers of the company as stated alongside shall be good/bad delivery in the market. Name of the company appearing on the share certificate The Great Eastern Shippling Company Limited The Great Eastern Shippling Company Limited Distinctive Numbers 1 to 25,88,77,494 1 to 15,22,73,924 Date of Issue Before Record Date After Record Date Good / Bad Delivery Bad Good Hence, trading members should take due care and abundant caution while dealing/receiving/delivering these shares of the company from/to the market. The share transfer documents can be sent to the company or the registrar of the company at the address mentioned below: Sharepro Services (India) Pvt. Ltd. Unit: The Great Eastern Shippling Company Limited Satam Estate, 3rd Floor, Cardinal Gracious Road, Chakala, Andheri (East), Mumbai - 400 099. Tel Nos. 022- 2821 5168/69 Fax No. 022- 2837 5646. The Company's Fiancial Year ends on 31st March. (As Per BSE Notice Bulletin Dated on 24/11/2006) Trading Members of the Exchange are hereby informed that the under-mentioned securities of Great Offshore Limited are listed and permitted for trading with effect from Thursday, December 21, 2006. Name of the Company : Great Offshore Limited Registered Office:Energy House, 81, Dr. D.N. Road, Mumbai - 400 001. Tel. No. 91-22 66352222 Fax. No. 91-22 22673639 Email: info@greatoffshore.com Web: www.greatoffshore.com Securities:3,81,18,481 equity shares of Rs.10/- each fully paid-up issued pursuant to the scheme of arrangement of the Company. Distinctive numbers : 1 - 38118481 Scrip Code : 532786 Group : B1 group Market Lot : 1 Share Face Value : Rs.10/- each fully paid Scrip ID on BOLT System : GREATOFF Abbreviated name on BOLT System : GREAT OFFSH ISIN No. : INE892H01017 Trading Members are requested to note that the Equity Shares in dematerialised form has been credited in the ISIN No INE892H01017. Trades affected in the scrip will be in unit market lot, i.e., one share in the Rolling Settlement. Exit route scheme for small investors announced vide Exchange Notice No. 1302/ 1999 dated April 15, 1999 will be available. The 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 Judicature at Bombay vide its Order dated February 3, 2006 as modified vide orders dated August 31, 2006 and September 14, 2006. b) The appointed date: April 1, 2005 c) The Effective date: October 16, 2006 d) Date of Allotment: November 16, 2006 e) Pursuant to the Scheme of Arrangement, the Offshore Services Business of The Great Eastern Shipping Company Limited (GESCO) has been transferred to and vested in Great Offshore Limited as a going concern and in consideration thereof, the company allotted 1 (one) equity share of Rs.10/- each fully paid up for every 5 (five) equity shares of Rs.10/- each held by them in GESCO. f) The issued, subscribed and paid-up capital of the Company after the Scheme of Arrangement is Rs.38.12 crores consisting of 3,81,18,481 Equity shares of Rs.10 each. As per Exchange Notice No. 20061020-22 dated October 20, 2006 the transferor company viz. GESCO has fixed November 15 to November 16, 2006 as ôBook Closure Dateö, for giving effect to the Scheme of arrangement and accordingly dealing in the equity shares of GESCO was stopped with effect from November 08, 2006. The trading in equity shares of GESCO subsequent to de-merger, re-commenced with effect from November 27, 2006. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the CompanyÆs Website on http://www.greatoffshore.com 6. The share transfer documents should be sent to the registrar of the company at the address mentioned below: TSR Darashaw Ltd.Unit: Great Offshore Limited 6-10, Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road,Mahalaxmi, Mumbai - 400 011. Tel Nos. 022 - 66568484 Fax No. 022 - 66568494 e-mail: clc@tsrdarashaw.com krmewawala@tsrdarashaw.com The Company's Financial Year ends on 31st March. (As Per BSE Notice Dated on 19/12/2006) Great Eastern Shipping Company Ltd has informed BSE that the Company, inter alia, had following wholly owned step down subsidiaries: 1. GREATSHIP GLOBAL OFFSHORE SERVICES PTE LTD. 2. GREATSHIP SUBSEA SOLUTIONS SINGAPORE PTE. LTD. 3. GREATSHIP GLOBAL OFFSHORE MANAGEMENT SERVICES PTE. LTD. Further the Company has informed that, the two companies, GREATSHIP SUBSEA SOLUTIONS SINGAPORE PTE. LTD. and GREATSHIP GLOBAL OFFSHORE MANAGEMENT SERVICES PTE. LTD. have been amalgamated with GREATSHIP GLOBAL OFFSHORE SERVICES PTE. LTD. with effect from December31, 2013. (As Per BSE Announcement Dated on 03.01.2014)
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