(02-Feb-2021 Hours IST)
Scheme of Arrangement VINATI ORGANICS LIMITED - UPDATE- Under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 inter alia, 1.Mr. Sunil Saraf (DIN: 00076887) has resigned as Non-Independent Non-Executive Director. In the resignation, he has stated the reason as resigning due to pre-occupation. He has also confirmed that there is no other material reason other than what is stated in the resignation. 2.Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors have approved the appointment of Mr. Jayesh Ashar (DIN: 00041532) as an Additional Director and Whole-time Director, designated as Director - Operations from the date of February 2, 2021, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. 3.Scheme of Amalgamation of Veeral Additives Private Limited with Vinati Organics Limited and their respective shareholders, secured and unsecured creditors ('Scheme'): in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') issued by Securities and Exchange Board of India ('SEBI'), read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, we wish to submit that the Board of Directors of Vinati Organics Limited ('the Company' or 'VOL or 'Transferee Company') at its meeting held today i.e. February 2, 2021, inter alia, considered and approved the Scheme pursuant to Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules framed thereunder and the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 on Schemes of Arrangement by Listed Entities and Relaxation under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 issued by SEBI, as amended from time to time ('SEBI Scheme Circular'), which, inter alia, envisages the amalgamation of the businesses of Veeral Additives Private Limited ('Transferor Company') into Transferee Company and their respective shareholders pursuant to a scheme of amalgamation and the consequent issue of 16 fully paid up equity shares of 1/- each of the Transferee Company for every 707 fully paid up equity shares of 10/.- each held in the Transferor Company, in accordance with the Share Exchange Ratio (as defined in the Scheme) subject to the receipt of requisite statutory and regulatory approvals and various matters consequentially or integrally connected. The Scheme, if approved, will be effective from the Appointed Date (as defined in the Scheme) and operative from the Effective Date (as defined in the Scheme). It may be noted that the proposed Scheme was reviewed and recommended to the Board of the Directors of the Company for approval by the Audit Committee and Committee of independent directors of the Company at their respective meetings held on February 2, 2021 The Scheme is subject to the receipt of approval from the requisite majority of the shareholders of the Transferor Company and the Transferee Company (together referred to as 'Amalgamating Companies') (unless dispensed with), approval by the benches of the NCLT having jurisdiction over the Amalgamating Companies, SEBI, the stock exchanges and such other approvals, permissions and sanctions of regulatory and other statutory authorities / quasi-judicial authorities, as may be necessary The Scheme will be filed with the stock exchanges as per the applicable provisions of Regulation 37 of the Listing Regulations read with the SEBI Scheme Circular. (As per BSE Bulletin dated on 02/02/2021) Outcome of Board meeting dated 08.09.2021 (As per BSE Announcement Dated on 8/9/2021) Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (As Per BSE Announcement Dated on 26.04.2023) Update on Scheme of Amalgamation of Veeral Additives Private Limited with Vinati Organics Limited and their respective shareholders (As per BSE Announcement Dated on 15/12/2023) Update on Scheme of Amalgamation of Veeral Additives Pvt. Ltd with Vinati Organics Ltd and their respective Shareholders (As per BSE Announcement Dated on 16/01/2024) Update on Scheme of Amalgamation of Veeral Additives Pvt. Ltd with Vinati Organics limited (As Per BSE Announcement dated on 07.02.2024) Allotment of Securities pursuant to the Scheme of Amalgamation (As Per BSE Announcement Dated on 26/02/2024)
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