(30-Sep-2015 Hours IST)
Bhagyanagar India Ltd has informed BSE that the Board of Directors of the Company at its Meeting held on September 30, 2015, inter alia, has transacted the following: 1. Discussed the draft Scheme of Arrangement and approved in principle for demerger of Solar Business with Surana Telecom and Power Limited and Real Estate Business with Bhagyanagar Properties Private Limited, the exchange ratio and other details are being worked out for finalization of the Scheme of Arrangement and exchange ratio. 2. On effectiveness of the scheme, M/s. Surana Telecom and Power Ltd and M/s Bhagyanagar Properties Private Ltd to issue shares to the existing shareholders of Bhagyanagar India Ltd and seek listing in BSE & NSE, subject to the approval of the shareholders & the regulatory authorities. Surana Telecom and Power Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 30, 2015, inter alia, has transacted the following: 1. Discussed the draft Scheme of Arrangement and approved in principle for merger of solar business of Bhagyanagar India Limited with Surana Telecom and Power Limited, the exchange ratio and other details are being worked out for finalization of the Scheme of Arrangement and exchange ratio. 2. On effectiveness of the scheme, M/s. Surana Telecom and Power Ltd. to issue shares to the existing shareholders of Bhagyanagar India Ltd, subject to the approval of the shareholders & the regulatory authorities. Bhagyanagar India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 12, 2015, inter alia, has finalised and approved the proposal for demerger of Solar Business to Surana Telecom and Power Limited and Real Estate Business to Bhagyanagar Properties Private Limited in terms of the Scheme of Arrangement pursuant to the provisions of the Companies Act, 1956 / 2013 (the Scheme'). (As Per BSE Announcement Dated on 12/10/2015) With reference to the earlier letter dated October 12, 2015 regarding Outcome of Board Meeting, Bhagyanagar India Ltd has now informed BSE that on effectiveness of the scheme of arrangement, the existing shareholders of Bhagyanagar India Limited for every 6 (six) equity shares will continue to hold 3 (three) equity shares of Rs. 2/- each of Bhagyanagar India Limited and will get 4 (four) equity shares of Re. 1/- each of Surana Telecom and Power Limited and 3 (three) equity shares of Rs. 2/- each of Bhagyanagar Properties Private Limited. As part of the scheme of arrangement, the existing paid up share capital of Bhagyanagar India is proposed to be reduced to 50% of 6,39,90,000 equity shares of Rs. 2/- each (i.e., 3,19,95,000 equity shares of Rs. 2/- each), without affecting overall holding levels of Promoters and Public. (As Per BSE Announcement Dated on 14/10/2015) Clarification The Exchange had sought clarification from Bhagyanagar India Limited with respect to announcement vide letter dated October 12, 2015 wherein the Board of Directors has finalised and approved the proposal for demerger of Solar Business to Surana Telecom and Power Limited and Real Estate Business to Bhagyanagar Properties Private Limited in terms of the Scheme of Arrangement pursuant to the provisions of the Companies Act, 1956 / 2013 (the Scheme). The reply from the Company is attached. (As per NSE Bulletin dated on 27.10.2015) Surana Telecom and Power Limited has informed the Exchange the Company has filed its Application before the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and Andhra Pradesh for the Scheme of Arrangement Scheme of Arrangement between M/s.Bhagyanagar India Limited (Demerged Company) and M/s.Surana Telecom and Power Limited (1st Resulting Company) and M/s.Bhagyanagar Properties Private Limited (2nd Resulting Company) and their respective Shareholders and Creditors, we wish to state that the matter was heard by the Hon'ble High Court on 25th April, 2016 and, inter alia, the following was ordered- 1) The Meeting of the Equity Shareholders of Surana Telecom and Power Limited be convened and held on Saturday, the 11th June, 2016 at 11.30 a.m. at the Grand Solitaire Hotel, 1-240, 41 & 43, S.D. Road, Parklane, Secunderabad, Telangana-500003. 2) The Meeting of the Unsecured Creditors of Surana Telecom and Power Limited be convened and held on Saturday, the 11th June, 2016 at 3.00 p.m. at the Grand Solitaire Hotel, 1-240, 41 & 43, S.D. Road, Parklane, Secunderabad, Telangana-500003. Further, in accordance with Circular bearing No. CIR/CFD/DIL/5/2013 dated 4th February, 2013 and CIR/CFD//DIL/8/2013 dated 21st May, 2013, now replaced with SEBI Circular bearing no.CIR/CFD/CMD/16/2015 dated 30th November, 2015 ( SEBI Circulars ), read with the requirements specified in the Observation letters issued by BSE & NSE dated 7th April, 2016 and 11th April, 2016 respectively pursuant to the said SEBI Circulars, the Company seeks the approval of its Public Equity Shareholders to the said Scheme by way of Postal Ballot including e-voting pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. (As per BSE Announcement dated on 13.05.2016) Bhagyanagar India Ltd has informed BSE regarding 'Approval of Scheme of Arrangement'. Company Petition for sanction of Scheme of Arrangement between M/s. Bhagyanagar India Limited (Demerged Company) and M/s. Surana Telecom and Power Limited (1st Resulting Company) and M/s. Bhagyanagar Properties Private Limited (2nd Resulting Company) and their respective Shareholders and Creditors. With reference to the above cited subject and reference, we would like to inform you that the above matter was posted and heard by the Hon'ble High Court at Hyderabad for the State of Telangana and Andhra Pradesh on 21.11.2016 and after hearing the matter at length, the Hon'ble High Court has been pleased to sanction the Scheme of Arrangement. The Letter received from the Advocate in this regard is enclosed herewith for your kind reference. The Certified copy of the Order is awaited. The effectiveness of the said Scheme is, interalia, subject to filling of the Certified Copy of the said Order with Registrar of Companies, Andhra Pradesh and Telangana, Hyderabad. Upon receipt of the Certified Copy of the Order, the Company shall notify the Stock Exchange(s) and shall also upload the same on website of the Company. This is for your information, records and meeting the disclosure requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (As Per BSE Announcement Dated on 22.11.2016) With reference to the earlier letter dated November 22, 2016, Surana Telecom and Power Ltd has now informed BSE that the Hon'ble High Court of Hyderabad for the State of Telangana and for the State of Andhra Pradesh, vide their Order dated November 21, 2016, Certified Copy of which dated December 28, 2016 was received by the Company today i.e. December 30, 2016, has approved the Scheme of Arrangement between M/s Bhagyanagar India Limited (Demerged Company) and M/s Surana Telecom and Power Limited (1st Resulting Company) and M/s Bhagyanagar Properties Private Limited (2nd Resulting Company) and their respective Shareholders and Creditors. (As Per BSE Announcement Dated on 30.12.2016) With reference to the earlier letter dated December 30, 2016 intimating about the receipt of certified true copy of the Order of Hon'ble High Court sanctioning the Scheme of Arrangement. In this regard, Surana Telecom and Power Ltd has now informed BSE that the Company had submitted certified true copy of the above Order of Hon'ble High Court sanctioning the Scheme with Registrar of Companies vide e-form on January 23, 2017. Consequently, the scheme has become effective from January 23, 2017. (As Per BSE Announcement Dated on 23.01.2017) Bhagyanagar India Limited has informed the Exchange that the Company has fixed Record Date as February 8, 2017 for the purpose of Scheme of Arrangement. (As Per NSE Dated on 24.01.2017) Bhagyanagar India Ltd has informed BSE that with the effect of the scheme of arrangement between M/s. Bhagyanagar India Limited and M/s. Surana Telecom and Power Limited and M/s. Bhagyanagar Properties Limited and their respective Shareholders and Creditors on January 23, 2017, the following Companies have been ceased to continue as Subsidiaries of Bhagyanagar India Limited w.e.f. April 01, 2016 (Appointed date): 1. Bhagyanagar Properties Limited 2. Scientia Infocom India Private Limited 3. Metropolitan Ventures India Limited. (As Per BSE Announcement Date on 27.01.2017) Bhagyanagar India Limited has informed the Exchange that with reference to announcement dated January 23, 2017 regarding fixation of record date as February 08, 2017 for the purpose of Scheme of Arrangement. The Company has now informed that due to delay in obtaining certain approvals from concerned authorities, the Record Date fixed as February 08, 2017 stands cancelled and the revised record date shall be communicated separately in due course of time. (As Per NSE Dated On 30/01/2017) Trading Members of the Exchange are hereby informed that, Bhagyanagar India Ltd. ('BIL') has informed that it has fixed a Record Date for the purpose of determining the entitlement to the shareholders of the Company pursuant to the Scheme of Arrangement (Demerger and Reduction of Capital) sanctioned by Hon'ble High Court of Hyderabad for the State of Telangana and for the state of Andhra Pradesh. The details are as follows: COMPANY NAME CODE Bhagyanagar India Ltd. (512296) RECORD DATE 14.03.2017 PURPOSE As per the Scheme of Arrangement sanctioned by the High Court of Hyderabad for the State of Telangana and for the state of Andhra Pradesh between Bhagyanagar India Ltd ('BIL') and Surana Telecom and Power Ltd ('STPL') and Bhagyanagar Properties Limited ('BPL')and its respective shareholders : - Demerger: Upon the Scheme becoming effective and in consideration of the demerger of Solar Division of Bhagyanagar India Ltd., into Surana Telecom and Power Ltd., STPL shall issue and allot to the equity shareholders of BIL, 4 equity shares of Re. 1/- each fully paid up of STPL for every 6 equity shares of Rs. 2/- each fully paid up held by the equity shareholder of BIL. Reduction of share capital: Upon the scheme coming into effect, the issued, subscribed and paid up equity capital of Bhagyanagar India Ltd (BIL) shall be reduced from Rs.12,79,80,000/- divided into 6,39,90,000 equity shares of Rs. 2/- each fully paid TO Rs.6,39,90,000/- divided into 3,19,95,000 equity shares of Rs. 2/- each. NO DEALINGS FROM DATE & SETT. NO. 10/03/2017 DR-236/2016- 2017 Trading Members of the Exchange are requested to take note of the above. Trading in the aforesaid scrip will be suspended w.e.f. 10.03.2017 as mentioned in table above. (As Per BSE Notice Dated on 01.03.2017) With reference to above captioned subject, the Board of Directors of the Company at their Meeting held on Friday 17th March, 2017 approved and allotted 4,11,33,113 fully paid-up equity shares of Re.1/- each of the Company, to the members whose names are recorded in the register of members of Bhagyanagar India Limited on Record Date, as per the swap ratio i.e., 4 equity shares of Re.1/- each fully paid up of Surana Telecom and Power Limited for every 6 equity shares of Rs.2/- each fully paid of Bhagyanagar India Limited.The shares allotted pursuant to the Scheme of Arrangement shall: a)in the case of shares allotted in demat form, remain frozen in the depositories system and therefore, not be available for trading; and b)in the case of shares allotted in physical form, not be available for trading on the floor of the Stock Exchange(s) till the relevant listing/trading permissions are given by the Stock Exchange(s). (As Per BSE Announcement Dated on 17.03.2017)
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