(04-Jul-2008 Hours IST)
Cadila Healthcare Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 04, 2008 has approved the modalities of the restructuring of its Consumer Products Division ("CPD") for the benefit of its shareholders. The Board has approved a Composite Scheme of Arrangement for demerger of the CPD of the Company into Carnation, which is a 61.56 % listed subsidiary Company of the Company and merger of Zydus Hospitals and Medical Research Pvt Ltd ("Zydus Hospitals") into the Company and the share entitlement / exchange ratios. This Scheme will be, subject to requisite consent, approval of the shareholders of all three Companies, the Hon'ble High Court of Gujarat, respective Stock Exchanges and other regulatory authorities. Cadila Healthcare Ltd has informed BSE that the meeting of the Equity Shareholders and Unsecured Creditors of the Company as directed by the Hon'ble High Court of Gujarat at Ahmedabad was held on September 18, 2008. Mr. Mukesh M Patel, Chairman appointed for the meeting conducted the meeting as directed in the Minutes of Order of the Gujarat High Court dated August 13, 2008. The Composite Scheme of Arrangement between Carnation Nutra-Analogue Foods Ltd and Cadila Healthcare Ltd and Zydus Hospitals and Medical Research Pvt Ltd and their respective shareholders and creditors ("Composite Scheme") was approved by the requisite majority of the Equity Shareholders and by unanimous consent of Unsecured Creditors present and voting either in person or by proxy or as authorized representatives. The said Composite Scheme shall now be presented for approval and consideration of the Hon'ble High Court of Gujarat at Ahmedabad. (As per BSE Announcement dated on 23/09/2008) Cadila Healthcare Limited has informed the Exchange that the Hon'ble High Court of Gujarat at Ahmedabad has at the hearing held on October 23, 2008, approved the Composite Scheme of Arrangement between Carnation Nutra-Analogue Foods Limited ("Carnation") and Cadila Healthcare Limited ("Cadila") and Zydus Hospitals and Medical Research Private Limited ("ZHMRPL") and their respective shareholders and creditors ('Composite Scheme') for the transfer of the Consumer Products Division of Cadila into Carnation and amalgamation of ZHMRPL with Cadila. (As per NSE Bulletin dated on 01/12/2008) With reference to earlier annoucement dated December 03, 2008 regarding the Hon'ble High Court of Gujarat at Ahmedabad has at the hearing held on October 23, 2008, approved the Composite Scheme of Arrangement between Carnation Nutra-Analogue Foods Ltd ("Carnation") and Cadila Healthcare Ltd ("Cadila") and Zydus Hospitals and Medical Research Pvt Ltd ("ZHMRPL") and their respective shareholders and creditors ("Composite Scheme") for the transfer of the Consumer Products Division of Cadila into Carnation, Carnation Nutra Analogue Foods Ltd has now informed BSE that pursuant to clause 11 of the Composite Scheme, the Authorized Share Capital of the Company shall be automatically increased from Rs 6,00,00,000/- (Rupees Six Crores Only) to Rs 45,00,00,000/- (Rupees Forty Five Crores Only). (As Per BSE Announcement Website dated on 23.12.2008) Trading members of the Exchange are hereby informed that the under mentioned new securities of Cadila Healthcare Limited (Scrip Code: 532321, ISIN No. INE010B01019) are listed and permitted for trading on the Exchange with effect from Monday, March 02, 2009 Securities 10,08,85,305* Equity Shares of Rs.5/- each issued to the shareholders of erstwhile Zydus Hospitals and Medical Research Private Limited (ZHMRPL) pursuant to the scheme of Amalgamation of the Company. Dist. Nos.125613709 to 226499013 * These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that 2,52,21,326 equity shares issued in dematerialized form are under lock-in up to March 05, 2012. 3. The brief particulars of the Scheme of Amalgamation are as mentioned below: a) The Scheme of Amalgamation of the company was approved by the Hon'ble High Court of Gujarat vide its Order dated October 23, 2008. b) Appointed Date: July 01, 2008. c) Effective Date: February 04, 2009. d) Date of Allotment: February 07, 2009. e) Exchange Ratio: 10,08,85,305 equity shares of Rs.5/- each of the company for 1,00,10,000 equity shares of Rs.10/- each held in ZHMRPL. 4. Trading members may also note that 9,00,00,000 equity shares held by ZHRMPL in the company has been cancelled on account of cross holding. 5. The company's financial year ends on 31st March. (As Per BSE Notice Dated on 27.02.2009)
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