| Binani Industries Ltd has informed BSE regarding Outcome of Board Meeting held on July 03, 2015, considered and approved Scheme of Amalgamation of Binani Metals Limited (BML) with Binani Industries Limited (BIL) and their respective shareholders ('the Scheme') under Sections 391 to 394 read and all other applicable provisions of the Companies Act, 1956.
The salient features of the Scheme are as follows:
1)BML would be amalgamated with BIL from the Appointed Date of April 1, 2015
2)In consideration of the amalgamation of BML with BIL, BIL will issue and allot shares to the shareholders of BIL in the following swap ratio recommended by the independent valuer, M/s Walker Chandiok & Co, Chartered Accountants:
To the Equity Shareholders of the Transferor Company:
50 (Fifty) fully paid up equity shares of Rs. 10/- each of BIL credited as fully paid up for every 1 (One) equity share of Rs 1,000/- each held by shareholder in BML.
To the Preference Shareholders of the Transferor Company:
10(Ten) 0.01% Non-cumulative Redeemable Preference Shares of Rs. 100 of BIL credited as fully paid up for every 1 (One) 8% Non-cumulative Redeemable Preference Shares of Rs. 1,000 each held by preference shareholder in BML.
3)Keynote Corporate Services Limited has issued a Fairness Opinion on the swap ratio recommended by Walker Chandiok & Co, Chartered Accountants.
The Scheme will be filed with the Stock Exchanges where the shares of the Company are listed as per SEBI Circular dated February 04, 2013 and May 21, 2013 for receiving their comments to the Scheme.
The aforesaid Scheme of Amalgamation shall be subject to requisite approvals of the Shareholders / Creditors of the companies, the Hon'ble High Court of Calcutta or any other appropriate authority as may be applicable and other statutory / regulatory authorities, as may be applicable.
Binani Industries Ltd has submitted to BSE a copy of the voting results in respect of the resolution passed by the shareholders by way of Postal Ballot/E-voting and at the Court Convened Meeting held on November 23, 2015 along-with the respective Scrutinizer's Report in respect of approval of Scheme of Amalgamation of Binani Metals Limited with the Company.
(As Per BSE Announcement Dated on 27.11.2015)
Binani Industries Ltd has informed BSE that the Hon'ble High Court of Judicature at Calcutta, on January 21, 2016, approved the Scheme of Amalgamation of Binani Metals Limited with Binani Industries Limited and their respective shareholders.
The Scheme will come into effect upon the authenticated copy of the order is filed with the Registrar of Companies, West Bengal.
(As per BSE Announcement dated on 21.1.2016)
Binani Industries Ltd has informed BSE that the Board has approved April 22, 2016 as Record Date for the purpose of taking record of shareholders of Binani Metals Ltd ('BML' or 'Transferor Company') for issue and allotment of shares in accordance with the Scheme.
Transferor and Transferee companies have filed on April 05, 2016 the certified true copy of the Order in respect of aforesaid Scheme with Registrar of Companies, West Bengal. Accordingly, the Scheme has come into operation w.e.f. April 05, 2016.
(As per BSE Abnnouncement dated on 07.04.2016)
Binani Industries Ltd has informed BSE at the Board Meeting held on April 21, 2016, the Board of Directors:
approved issue of 17,71,600 Equity Shares of Rs. 10/- each to equity shareholders and 2,98,000 0.01% Non-Cumulative Redeemable Preference Shares of Rs. 100/- each to the preference shareholder of Binani Metals Limited (BML) respectively as on April 22, 2016, the record date pursuant to Scheme of Amalgamation of BML with the Company and their respective shareholders.
(As Per BSE Announcement Dated on 21.04.2016)
Binani Industries Ltd has informed BSE that the Allotment Committee of the Board of Directors of the Company at its Meeting held on April 29, 2016, has allotted 17,69,750 Equity Shares of Rs. 10/- each to equity shareholders of Binani Metals Limited (BML) and 2,98,000 0.01% Non-Cumulative Redeemable Preference Shares of Rs. 100/- each to the preference shareholder of BML on the basis of records as at April 22, 2016 (the Record Date) pursuant to Scheme of Amalgamation of BML with the Company and their respective shareholders.
(As Per BSE Announcement Dated on 29/04/2016) | | Powered by Capital Market - Live News |
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