The Board of Directors of the Company at its meeting held on November 05,2012,inter
alia,has considered and approved the Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited ('PHPL') and Piramal Enterprises
Limited ('the Company') and their respective shareholders ('the Scheme') under Sections 391 to 394 read with Sections 100 to 103 and other applicable provisions of the Companies Act,1956.
PHPL is a company forming part of the Promoter Group and currently holds 8,40,92,879 Equity Shares of the Company which constitutes 48.73% of the equity shareholding of the Company.The main purpose of the Scheme is to facilitate a more efficient holding structure by the Promoter Group. Pursuant to the merger,the equity shares held by PHPL in the Company shall stand cancelled, and equivalent number of equity shares of the
Company will be issued to the equity shareholders of PHPL.
There would be no impact on the financials and the shareholding pattern of the Company as a result of the merger.The promoters as well as the public will continue to hold the same percentage of equity shares in the Company,post merger.The entire cost of the Scheme would be borne by the promoters and / or PHPL and the promoters will keep the Company indemnified against any liability,if any,arising as a result of this
merger.
The Scheme is subject to requisite consents and approval of the requisite majority of the shareholders,lenders and creditors of the companies,the Hon'ble High Court of Judicature at Bombay and any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme.
Piramal Enterprises Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay has sanctioned the Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited and Piramal Enterprises Limited and their respective shareholders and creditors by its order passed on May 10, 2013.
While the authenticated copy of the Order has now been received, the certified copy of the order is awaited. Once the same is received and filed with the Registrar of Companies, Maharashtra, the Scheme will become effective.
(As per BSE Announcement Dated on 16.05.2013)
With reference to the earlier announcement dated May 16, 2013, about the Hon'ble Bombay High Court sanctioning the scheme of Amalgamation and Arrangement between PHL Holdings Private Limited and Piramal Enterprises Limited and their respective shareholders and creditors ('the Scheme') Piramal Enterprises Ltd has informed BSE that the Order of the Court sanctioning the Scheme has been filed with the Registrar of Companies on July 02, 2013 and accordingly, the Scheme has become effective. The Appointed Date of the Scheme is January 1, 2013.
In terms of the Scheme, 8,40,92,879 Equity Shares of the Company held by the Transferor i.e. PHL Holdings Private Limited (PHPL) stands cancelled and equivalent number of equity shares credited as fully paid up are to be issued and allotted by the Company to the equity shareholder of PHPL in lieu thereof.
The Company is in the process of submitting necessary applications to the Stock Exchanges for seeking approval for listing of the 8,40,92,879 Equity Shares to be issued and allotted to the equity shareholders of PHPL.
(As per BSE Announcement Dated on 03.07.2013)
Piramal Enterprises Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 05, 2014, inter alia, has taken following decision :
- Merger of Subsidiaries
The Board has approved a Scheme of Amalgamation for merger of the following step-down wholly-owned subsidiaries, with the Company:
1. PHL Capital Private Limited;
2. Piramal Pharmaceutical Development Services Private Limited
3. Oxygen Bio Research Private Limited
Further, as mentioned above, since all the transferor companies are step down wholly owned subsidiaries of the Company, no shares are proposed to be issued pursuant to the merger. This Scheme is subject to requisite approvals, including under the Listing Agreement and by the HonÆble High Courts. The merger being of step down wholly owned subsidiaries into the Company, a specific dispensation will be sought from the HonÆble High Courts from filing the application / petition by the Company and accordingly, the Company may not be required to file petition with the High Court.
(As per BSE Announcement Dated on 05.05.2014) | Powered by Capital Market - Live News |
|