(24-Jan-2014 Hours IST)
Coromandel International Ltd has informed BSE that the Board of Directors of Coromandel International Limited (Coromandel) and the Board of Directors of Sabero Organics Gujarat Limited (SOGL), a subsidiary of Coromandel, at their respective meetings held on January 24, 2014, have approved merger of SOGL with Coromandel through a Scheme of Amalgamation, subject to approval of the stock exchanges, shareholders, creditors, concerned High Courts / Tribunal, and other regulators as applicable. The valuation reports provided by Independent Chartered Accountants, SSPA & Co., Mumbai, and fairness opinion provided by Axis Capital Limited were placed before the Audit Committees of Coromandel and SOGL. Based on the aforesaid valuation report and the fairness opinion, the Audit Committees of Coromandel and SOGL have furnished their reports recommending the Scheme formulated under Sections 391-394 of the Companies Act, 1956 to the Board of Directors. Coromandel, along with its wholly owned subsidiary Parry Chemicals Limited (PCL), holds 74.90% equity stake in SOGL. Public shareholders of SOGL will be issued shares in Coromandel in the ratio of 5 (five) equity shares of Re. 1 each of Coromandel for every 8 (eight) equity shares of Rs. 10 each of SOGL in terms of the Scheme. The shares held by Coromandel and PCL in SOGL shall get extinguished. In terms of the Scheme, amalgamation of SOGL with Coromandel will be followed by the dissolution of SOGL Sabero Organics Gujarat Ltd has informed BSE that the Board of Directors of Coromandel International Limited (Coromandel) and the Board of Directors of Sabero Organics Gujarat Limited (SOGL), a subsidiary of Coromandel, at their respective meetings held on January 24, 2014, have approved merger of SOGL with Coromandel through a Scheme of Amalgamation, subject to approval of the stock exchanges, shareholders, creditors, concerned High Courts / Tribunal, and other regulators as applicable. The valuation reports provided by Independent Chartered Accountants, SSPA & Co., Mumbai, and fairness opinion provided by Axis Capital Limited were placed before the Audit Committees of Coromandel and SOGL. Based on the aforesaid valuation report and the fairness opinion, the Audit Committees of Coromandel and SOGL have furnished their reports recommending the Scheme formulated under Sections 391-394 of the Companies Act, 1956 to the Board of Directors. Coromandel, along with its wholly owned subsidiary Parry Chemicals Limited (PCL), holds 74.90% equity stake in SOGL. Public shareholders of SOGL will be issued shares in Coromandel in the ratio of 5 (five) equity shares of Re. 1 each of Coromandel for every 8 (eight) equity shares of Rs. 10 each of SOGL in terms of the Scheme. The shares held by Coromandel and PCL in SOGL shall get extinguished. In terms of the Scheme, amalgamation of SOGL with Coromandel will be followed by the dissolution of SOGL. With reference to the earlier announcement dated January 24, 2014 regarding the Board of Directors of Coromandel International Ltd (Coromandel) and Sabero Organics Gujarat Limited (Sabero) have approved a Scheme of Amalgamation for merger of Sabero with Coromandel, Coromandel International Ltd has now informed BSE that the Appointed Date under the Scheme is April 01, 2014. (As Per BSE Announcement Dated on 27.01.2014) Sabero Organics Gujarat Ltd has informed BSE that at the Meeting of the Equity Shareholders of Sabero Organics Gujarat Limited held on June 20, 2014 pursuant to the Order of the High Court of Judicature of Gujarat at Ahmedabad dated May 05, 2014, convened for seeking their approval for the Scheme of Amalgamation of Sabero Organics Gujarat Limited with Coromandel International Limited (Scheme), the shareholders have approved the Scheme, by a requisite majority. (As Per BSE Announcement Dated on 20.06.2014) Sabero Organics Gujarat Limited has informed the Exchange regarding the results of voting through postal ballot (including e-voting) carried out for getting approval of the public shareholders for scheme of Amalgamation of Company with Coromandel International Limited. (As Per NSE Bulletin Date on 04.07.2014) Coromandel International Limited has informed the Exchange, vide letter dated October 29, 2014 regarding the 'Scheme of Amalgamation of Sabero Organics Gujarat Limited with Coromandel International Limited'. (As per NSE Bulletin dated on 29.10.2014) Coromandel International Ltd has informed BSE that the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh has sanctioned the Scheme of Amalgamation of Sabero Organics Gujarat Limited with Coromandel International Limited ('Scheme') vide its Order dated September 22, 2014 and a copy of the Order of the Hon'ble high Court in this regard was received by the Company on October 28, 2014. Further, the Company has informed that sanction is awaited from the Hon'ble High Court of Gujarat for the Company Petition filed by the transferor Company, Sabero Organics Gujarat Limited. (As Per BSE Announcement Dated on 30.10.2014) Sabero Organics Gujarat Ltd has informed BSE that the Hon'ble High Court of Gujarat at Ahmedabad has sanctioned the Scheme of Amalgamation of Sabero Organics Gujarat Limited with Coromandel International Limited ('Scheme') vide its Order dated November 15, 2014 and a copy of the Order of the Hon'ble High Court in this regard is received by the Company on December 08, 2014. (As Per BSE Announcement Dated on 08.12.2014) Coromandel International Ltd has informed BSE that copies of the Orders of the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and State of Andhra Pradesh and the Hon'ble High court of Gujarat approving the Scheme of Amalgamation of Sabero Organics Gujarat Limited (Transferor Company) with Coromandel International Limited (Transferee Company) have been filed by the Transferee Company and the Transferor Company, with the respective Registrar of Companies on November 24, 2014 and December 31, 2014, respectively. With the filing of the Court Orders with the respective Registrar of Companies the Scheme has become Effective from December 31, 2014 as provided in the Scheme and the Transferor Company stands dissolved without winding up as provided in the Scheme and the provisions of Section 394 of the Companies Act 1956. In view of the above Coromandel International Limited would be reporting the Un-audited Financial Statements for the quarter ended December 31, 2014 after giving effect to the amalgamation. As provided in the Scheme, Coromandel International Limited, the Transferee Company, would be fixing the Record Date in due course for ascertaining the shareholders of Sabero Organics Gujarat Limited who will be eligible for allotment of the shares of Coromandel International Limited as provided under the Scheme. (As Per BSE Announcement Dated on 31.12.2014) Coromandel International Ltd has informed BSE that the Board of Directors of the Company have considered and approved January 19, 2015 as record date for allotment of shares of the Company to the shareholders of Sabero Organics Gujarat Limited pursuant to the Scheme of Amalgamation approved by the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and for the State of Andhra Pradesh and Hon'ble High Court of Gujarat at Ahmedabad. (As Per BSE Announcement Dated on 07.01.2015) SUB. : - Scheme of Amalgamation of Sabero Organics Gujarat Ltd. (Scrip Code 524446) Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation of Sabero Organics Gujarat Limited with Coromandel International Ltd as approved by the Hon'ble High Court of Judicature at Hyderabad and Hon'ble High Court of Gujarat at Ahmedabad, Coromandel International Ltd has fixed a Record Date to determine the entitlement of shareholders of Sabero Organics Gujarat Ltd. to the equity shares of Coromandel International Ltd. Trading Members are advised not to deal in the equity shares of Sabero Organics Gujarat Ltd. with effect from the under mentioned date. COMPANY NAME CODE Sabero Organics Gujarat Limited (524446) RECORD DATE 19.01.2015 PURPOSE The Scheme of Amalgamation: - Amalgamation of Sabero Organics Gujarat Ltd. with Coromandel International Ltd. Upon the transfer of the Undertaking of Sabero Organics Gujarat Ltd. Ltd. and the amalgamation becoming effective in terms of this Scheme, Coromandel International Ltd shall issue and allot shares to all the shareholders of Sabero Organics Gujarat Ltd. in the following share exchange ratio: 5 (FIVE) equity shares of Re. 1/- each of Coromandel International Ltd. for every 8 (EIGHT) equity shares of Rs. 10/- each held in Sabero Organics Gujarat Ltd. NO DEALINGS FROM 16/01/2015 DR-196/2014-2015 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 07.01.2015) With reference to the earlier letter dated January 06, 2015 regarding the Record Date (January 19, 2015) for determining the shareholders of Sabero Organics Gujarat Limited (Sabero) who would be eligible to receive the shares of Coromandel International Limited (Coromandel/Company) pursuant to the Scheme of Amalgamation of Sabero with Coromandel. Coromandel International Ltd has now informed BSE that the Board of Directors of the Company has, at its meeting held on January 23, 2015 allotted 53,09,210 equity shares of Re. 1 each, fully paid up to the eligible shareholders of Sabero Organics Gujarat Limited, in the ratio of 5 equity shares of Re. 1 each, fully paid up in Coromandel, for every 8 equity shares of Rs. 10 each held in Sabero, pursuant to the Scheme of Amalgamation of Sabero with Coromandel. (As Per BSE Announcement dated on 23/01/2015)
Powered by Capital Market - Live News