(14-Feb-2011 Hours IST)
Jaiprakash Power Ventures Ltd has informed BSE that, accepting the recommendation of Company's Committee of Directors, subject to the requisite approvals and sanction of the Scheme by the Hon'ble High Court of Himachal Pradesh at Shimla, the Board of Directors of the Company at its meeting held on February 14, 2011, inter-alia, have approved the amalgamation of Jaypee Karcham Hydro Corporation Ltd (JKHCL) (an un-listed Transferor Company No. 1) and Bina Power Supply Company Ltd (BPSCL) (an un-listed Transferor Company No. 2) with Jaiprakash Power Ventures Ltd (Transferee Company), with effect from April 01, 2010, being the Appointed Date. Both JKHCL and BPSCL are subsidiaries of JPVL, BPSCL being wholly owned subsidiary Company. In terms of the proposed Scheme of Amalgamation, the shareholders of the Transferor Companies as on the Record Date to be fixed by the Board of Directors of the Transferee Company, shall be allotted shares in the Transferee Company in the following Exchange Ratio: 1 (One) Equity Share of Rs.10/- credited as fully paid-up in Jaiprakash Power Ventures Ltd, the Transferee Company, for every 5 (Five) Equity Shares of Rs. 10/- each fully paid-up held in Jaypee Karcham Hydro Corporation Ltd., the Transferor Company No. . Further, the Board has also authorized, subject to approval of the Shareholders by passing of the Resolution by way of Postal Ballot, raising of funds / resources to the tune of Rs.3500 crores through QIP / FCCBs / ADRs / GDRs / FPO / CCPS / OCPS etc, pursuant to Section 81 of the Companies Act, 1956, inter alia, for the Company's ongoing projects and/or the projects of its joint ventures and subsidiary companies. It may be noted that the approval of the Shareholders obtained on March 11, 2010 by passing of the Resolution by way of Postal Ballot for raising of funds / resources to the tune of Rs.2500 crores through QIP/ FCCBs / ADRs / GDRs / FPO etc. was valid upto March 10, 2011 as per SEBI Regulations for Qualified Institution Placement. As a consequence of the above, the Board has also authorized, subject to approval of the Shareholders by passing of the Resolution by way of Postal Ballot, increasing its authorized share capital from the existing Rs.3900 crores to Rs.6900 crores by altering Clause V of Memorandum of Association of the Company by including an additional class of Share Capital, namely, 30 crore Preference Shares of Rs. 100/- each (whether convertible - optionally or compulsorily or non convertible, cumulative or non cumulative).' Jaiprakash Power Ventures Ltd has informed BSE that the Shareholders and the Creditors of the Company (Transferee Company) and Creditors of Jaypee Karcham Hydra Corporation Limited (JKHCL) & Bina Power Supply Company Limited (BPSCL) (Transferor Companies) have in their respective meetings convened on April 30, 2011, in terms of the Order dated March 14, 2011 passed by the Hon'ble High Court of Himachal Pradesh at Shimla, unanimously approved the proposed Scheme of Amalgamation of JKHCL and BPSCL with the Company, without any modification. The Chairmen of the said meetings of Shareholders and the Creditors, as appointed by the Hon'ble High Court of Himachal Pradesh at Shimla, on May 02, 2011, have filed their respective reports directly with the Hon'ble High Court of Himachal Pradesh at Shimla. (As Per BSE Announcement Website dated on 03.05.2011) With reference to the earlier announcement dated July 26, 2011 regarding Updates on Scheme of Amalgamation, Jaiprakash Power Ventures Ltd has now informed BSE that the Company has fixed August 05, 2011 as the Record Date for the purpose of determining the entitlement of shares to be allotted to the Shareholders of erstwhile Jaypee Karcham Hydro Corporation Limited and Bina Power Supply Company Limited, the Transferor Companies, in terms of Scheme of Amalgamation. (As Per BSE Announcement Dated on 26.07.2011) Jaiprakash Power Ventures Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 11, 2011, inter alia, has transacted the following: 1. Pursuant to successful amalgamation of erstwhile Jaypee Karcham Hydro Corporation Limited and Bina Power Supply Company Limited with the Company, the Board of Directors of the Company has been re-constituted, in the meeting held on August 11, 2011, as under: - (a) Shri D. P. Goyal has been co-opted as Director with effect from August 12, 2011 in place of Shri S. K. Jain, who has since ceased to be Director upon his resignation, with effect from August 09, 2011. Shri D. P. Goyal has also been appointed as Whole-time Director of the Company with effect from August 12, 2011. (b) Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha has been co-opted as Director with effect from August 12, 2011 in place of Shri D. G. Kadkade, who has since ceased to be Director upon his resignation, with effect from August 09, 2011. Lt. Gen. (Retd.) Shri Ravindra Mohan Chadha has also been appointed as Whole-time Director of the Company with effect from August 12, 2011. (c) Shri Praveen Kumar Singh, Director of the Company has been appointed as Whole-time Director with effect from August 12, 2011. (As Per BSE Announcement Dated on 11.08.2011)
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