(28-Oct-2005 Hours IST)
Board has decided to explore the possibility of amalgamation of Narmada Chematur Petrochemicals Ltd (NCPL) with the Company to enable the Board to take an appropriate decision in the matter at a suitable time. NCPL is a subsidiary of the Company by virtue of the Company holding 56.45% of equity share capital of NCPL. Board has approved the following: 1. The Merger of Narmada Chematur Petrochemicals Ltd (NCPL), the Subsidiary of the Company, with the Company. 2. Draft Scheme of Amalgamation in respect of the proposed Merger of NCPL with the Company; and 3. The Valuation Report determining the exchange ratio in respect of the proposed merger. Further the Company has informed that upon the Scheme of Merger becoming finally effective, 1 No of equity share of Rs 10/- each credited as fully paid-up of the transferee company i.e. the Company, shall be issued and allotted at par against 3 Nos. of equity shares of Rs 10/- each to the shareholders of the transferor company i.e. NCPL, held as on the Record Date to be decided later. (As per BSE Bulletin dated on 01/03/2006) Gujarat Narmada Valley Fertilizer Co. Ltd. has informed the Exchange that the Board of Directors of Gujarat Narmada Valley Fertilizers Co. Ltd. (GNFC), has in its meeting held on February 28, 2006 approved : (1) the Merger of Narmada Chematur Petrochemicals Ltd. (NCPL), the Subsidiary of the Company, with the Company i.e GNFC; (2) Draft Scheme of Amalgamation in respect of the proposed Merger of NCPL with GNFC; and (3) the Valuation Report determining the exchange ratio in respect of the proposed merger. Upon the Scheme of Merger becoming finally effective, 1 No. of equity share of Rs. 10/- each credited as fully paid-up of the transferee company i.e. GNFC, shall be issued and allotted at par against 3 Nos. of equity shares of Rs. 10/- each to the shareholders of the transferor company i.e. NCPL, held as on the Record Date to be decided later. (As per NSE Bulletin dated on 01/03/2006) Gujarat Narmada Valley Fertilizer Co. Ltd. has informed the Exchange that by an Order made on May 01,2006, the Hon'ble High Court of Gujarat at Ahmedabad, has directed that a Meeting of the Equity Shareholders of the Applicant Company be convened and held on June 29,2006 for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement embodied in the Scheme of Amalgamation of Narmada Chematur Petrochemicals Ltd. (NCPL) with Gujarat Narmada Valley Fertilizers Co. Ltd., (GNFC) as proposed between the Company and its shareholders. (As per NSE Bulletin dated on 06/06/2006) Gujarat Narmada Valley Fertilizers Company Ltd (GNFC) has informed BSE that the equity shareholders at their Court Convened Meeting of the Company held on June 29, 2006, have approved the Scheme of Amalgamation of the Narmada Chematur Petrochemicals Ltd with the Company by the overwhelming majority. (As per BSE Bulletin dated on 03/08/2006) Gujarat Narmada Valley Fertilizers Company Ltd (GNFC) has informed BSE that the Hon'ble High Court of Gujarat has sanctioned the Scheme of Amalgamation of Narmada Chematur Petrochemicals Ltd (NCPL) - the Subsidiary of the Company, with the Company. A certified copy of the Order of the Hon'ble High Court of Gujarat sanctioning the Scheme of Amalgamation as aforesaid has been received by the Company on February 09, 2007 and the same has been filed with the office of Registrar of Companies, Gujarat on February 15, 2007. As such, the Amalgamation of NCPL with the Company has become effective from the said filing date. (As per BSE Announcement website dated on 15/02/2007) Board decided to explore the possibility of amalgamation of the Company with Gujarat Narmada Valley Fertilizers Co. Ltd (GNFC), the holding Company to enable the Board to take an appropriate decision in the matter at a suitable time. The Company is a subsidiary of GNFC by virtue of GNFC holding 56.45% of equity share capital of the Company. Board Inter alia, has approved the following: 1. The Merger of the Company with Gujarat Narmada Valley Fertilizers Company Ltd (GNFC). 2. Draft Scheme of Amalgamation in respect of the proposed Merger of the Company with GNFC, and 3. The Valuation Report determining the exchange ratio in respect of the proposed merger. Further the Company has informed that upon the Scheme of Merger becoming finally effective, 1 No of equity share of Rs 10/- each credited as fully paid-up of the transferee company i.e. GNFC, shall be issued and allotted at par against 3 Nos. of equity shares of Rs 10/- each to the shareholders of the transferor Company i.e. the Company, held as on the Record Date to be decided later. (As per BSE Bulletin dated on 01/03/2006) The company has informed that pursuant to the order made by Hon'ble High Court of Gujarat at Ahmedabad, a meeting of the Equity Shareholders of the Company will be held on June 29, 2006, for the purpose of considering, and if thought fit, approving with or without modification(s) the Scheme of Arrangement embodied in the Scheme of Amalgamation of the Company with Gujarat Narmada Valley Fertilizers Company Ltd (GNFC) as proposed between the Company its shareholders and creditors. (As Per BSE Bulletin Dated On 06/06/2006) Narmada Chematur Petrochemicals Ltd has informed BSE that has informed BSE that the equity shareholders, Secured Creditors & Unsecured Creditors at their respective Court Convened Meeting of the Company held on June 29, 2006, have approved the Scheme of Amalgamation of the Company with Gujarat Narmada Valley Fertilizers Company Ltd. (As per BSE Bulletin dated on 03/08/2006) Narmada Chematur Petrochemicals Ltd has informed BSE that the pursuant to the order of the Hon'ble High Court of Gujarat at Ahmedabad, a meeting of the unsecured creditors of the Company will be held on August 19, 2006, for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement in the Nature of Amalgamation of the Company with Gujarat Narmada Valley Fertilizers Co. Ltd., (GNFC) as proposed between the Company, its shareholders and creditors. (As per BSE Bulletin dated on 04/08/2006) Narmada Chematur Petrochem Ltd has submitted to the Exchange copies of the Minutes of the Court convened Meeting of the members, secured creditors and unsecured creditors of the Company held on June 29,2006 in terms of the direction passed by the Hon'ble High Court of Gujarat. The company has further informed the Exchange that the Scheme of Amalgamation of Narmada Chematur Petrochemicals Ltd. with the Company viz. Gujarat Narmada Valley Fertilizers Co. Ltd., has been approved at the said respective meeting by the members, secured creditors and unsecured creditors of the Company. The result of the Ballots has been reported to the Hon'ble High Court of Gujarat in the form of the Chairman's Report on July 12,2006. (As per NSE Bulletin dated on 14/08/2006) Gujarat Narmada Valley Fertilizers Company Ltd (GNFC) has informed BSE that March 23, 2007 has been fixed as the Record Date for determining the entitlement of the Shareholders of Narmada Chematur Petrochemicals Ltd (NCPL) who shall be issued and allotted the Equity Shares of GNFC, as per the Scheme of Amalgamation. In pursuance of the Scheme of Amalgamation, as approved by the Hon'ble High Court of Gujarat, GNFC shall be required to issue and allot 1 Equity Share of Rs 10/- each credited as fully paid-up, for every 3 equity shares of Rs 10/- each, held by the shareholders of NCPL. (As Per BE Announcement Website Dated on 21/02/2007) SUB. :- Scheme of Amalgamation of Narmada Chematur Petrochemicals Ltd. (Scrip Code 524650) Trading members of the Exchange are hereby informed that, Gujarat Narmada Valley Fertilizers Company Ltd. has fixed the Record Date for Narmada Chematur Petrochemicals Ltd. for the purpose of amalgamation of Narmada Chematur Petrochemicals Ltd. with Gujarat Narmada Valley Fertilizers Company Ltd. Trading members are advised not to deal in the equity shares of Narmada Chematur Petrochemicals Ltd. with effect from the under mentioned date. COMPANY NAME CODE Narmada Chematur Petrochemicals Ltd. 524650 RECORD DATE 23/03/2007 NO DEALINGS FROM 15/03/2007 DR-242/2006-2007 PURPOSE The Scheme of Amalgamation of Narmada Chematur Petrochemicals Ltd. with Gujarat Narmada Valley Fertilizers Company Ltd. :- Gujarat Narmada Valley Fertilizers Company Ltd. shall issue and allot to the shareholders of Narmada Chematur Petrochemicals Ltd. equity shares in the ratio of ONE equity share of Rs.10/- each credited as fully paid up of Gujarat Narmada Valley Fertilizers Company Ltd. for every THREE Equity Shares of Rs.10/- each fully paid up held in Narmada Chematur Petrochemicals Ltd. Trading Members of the Exchange are requested to take note of it. (As per BSE Notice dated on 27/02/2007) Trading members of the Exchange are hereby informed that the under mentioned new securities of Gujarat Narmada Valley Fertilizers Company Limited (Scrip Code: 500670, ISIN No: INE113A01013) are permitted for trading on the Exchange with effect from Thursday, May 10, 2007. Securities 89,42,569* Equity Shares of Rs.10/- each issued to shareholders of erstwhile Narmada Chematur Petrochemicals Limited pursuant to the Scheme of Amalgamation of the Company. Dist. Nos. 146476215 to 155418783 * These shares are ranking pari-passu with the old equity shares of the company. 2. 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 Court of Gujarat vide its order dated January 09, 2007. b) Appointed Date: April 01, 2005. c) Effective Date: February 15, 2007. d) Date of Allotment: March 31, 2007. e) Exchange Ratio - For every 3 (three) fully paid up equity shares of Rs.10/- each held in erstwhile Narmada Chematur Petrochemicals Limited, 1 (one) fully paid up equity shares of Rs.10/- each of the company have been issued. 3. As per Exchange Notice No. 20070227-24 dated February 27, 2007, the transferor company viz. Narmada Chematur Petrochemicals Limited has fixed 'Record Date' as March 23, 2007 for giving effect to the Scheme and accordingly, trading in the shares of the said transferor company was stopped with effect from March 15, 2007 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 Tel. Nos.22721233/34 Extn. 8571 of Mr. Ashok Kumar Singh on Extn. 8437. (As per BSE Notice dated on 09/05/2007)
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