Welspun India Ltd has informed BSE regarding a Press Release dated September 15, 2008 titled 'Welspun India to De-merge its divisions'
Press Release:
'Welspun India Ltd., (WIL), part of US$ 3 billion Welspun Group today announced the de-merger of its Distribution & Marketing and Investment Divisions into two separate Companies at cost basis. This will allow strategic focus on specific tiers of the businesses and thus shall enable better business control, flexibility on business operations and leveraging International focus of the Group.
The Distribution & Marketing Company which will hold all the international businesses and Welspun Retail Ltd (WRL) will be known as Welspun Global Brands Ltd. (WGBL). As a part of this de-merger, WGBL will issue fresh shares to Promoters and shareholders of WIL in lieu of Promoters' and WIL's shareholding in WRL (which is valued at cost basis) and thus WGBL will hold entire equity of WRL.
The current shareholders of WIL will be allotted new shares in WGBL and WINV i.e. - shareholders of every 100 shares in WIL will be given 10 shares of WGBL.
Post Demerger, Promoter and Non-Promoter shareholding in WGBL shall be 57.6% and 42.4% respectively.
Upon de-merger, both WGBL and WINV will automatically be listed separately on Indian stock exchanges i.e. NSE and BSE.
The above arrangement is subject to necessary statutory and regulatory approvals. The effective date for this de-merger is proposed to be April 01, 2009.'
Welspun India Ltd has informed BSE that pursuant to the direction of the Honorable of High Court of Judicature at Gujarat, Ahmedabad, the meeting of the secured creditors, unsecured creditors and equity shareholders of the Company held on January 13, 2009, have approved the Composite Scheme of Arrangement under Sections 78, 100, 391 to 394 of the Companies Act, 1956 between Welspun India Ltd, Welspun Global Brands Ltd and Welspun Investments Ltd for demerger of Marketing Division and Investment & Treasury Division to Welspun Global Brands Ltd and Welspun Investments Ltd, respectively and restructure of these Companies.
(As Per BSE Announcement Website dated on 19.01.2009)
Welspun India Ltd has informed BSE that with reference to the Hon'ble High Court of Judicature at Gujarat at Ahmedabad (the 'Court') sanctioned the Composite Scheme of Arrangement under Sections 78, 100, 391 to 394 of the Companies Act, 1956 between Welspun India Ltd, Welspun Global Brands Ltd and Welspun Investments Ltd for demerger of Marketing Division and Investment & Treasury Division to Welspun Global Brands Ltd and Welspun Investments Ltd, respectively and restructure of capital of these Companies (the 'scheme') pursuant to the Court's order in this regard passed on May 08, 2009 (the 'Order'). A copy of the Order has been filed with the Ministry of Corporate Affairs on June 12, 2009 and therefore, the Order becomes effective from June 12, 2009.
(As Per BSE Announcement Website dated on 15.06.2009)
Welspun India Ltd has informed BSE that the Company has fixed June 26, 2009 as the Record Date for Scheme of Arrangement - for determining the shareholders for issue of shares by Welspun Global Brands Ltd and Welspun Investments Ltd ('Issue of Shares') under the Composite Scheme of Arrangement in the nature of Demerger and transfer of Marketing Division of Welspun India Ltd to Welspun Global Brands Ltd and Investment & Treasury Division to Welspun Investments Ltd and Restructure of Capital of these Companies (the 'Scheme'). The Scheme has been sanctioned pursuant to an order passed by the Hon'ble High Court of Judicature at Gujarat, Ahmedabad on May 08, 2009 and made effective from June 12, 2009.
(As Per BSE Announcement Website dated on 17.06.2009)
SUB. :- Scheme of Arrangement of Welspun India Ltd. (Scrip Code 514162)
Trading members of the Exchange are hereby informed that, Welspun India Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company.
COMPANY NAME CODE
Welspun India Ltd.
(514162)
RECORD DATE
26/06/2009
PURPOSE
Scheme of Arrangement: -
Demerger & transfer of Marketing Division of Welspun India Ltd. to Welspun Global Brands Ltd. and Investment & Treasury Division to Welspun Investments Ltd.
Upon coming into effect of the Scheme and in consideration of the Demerger:
1) Welspun Global Brands Ltd. will issue and allot in the ratio of 1 (ONE) Equity Share of Rs.10/- each credited as fully paid up of Welspun Global Brands Ltd. for every 10 (TEN) Equity Share of Rs.10/- each held in Welspun India Ltd.
EX-ENTITLEMENT DATE
19/06/2009 DR-054/2009-2010
The scrip will be in No Delivery from 19/06/2009 (DR-054/2009-2010) to 25/06/2009 (DR-058/2009-2010).
(As Per BSE Notice Dated on 17.06.2009)
Welspun India Ltd has informed BSE that the Securities and Exchange Board of India has, vide its letter dated March 31, 2011, granted relaxation from applicability of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 in the matter of listing of equity shares of Welspun Global Brands Limited, a resulting Company to which the Company's erstwhile Marketing Division was demerged in pursuant to Composite Scheme of Arrangement under Sections 78, 100, 391 to 394 of the Companies Act, 1956 between Welspun India Limited, Welspun Global Brands Limited and Welspun Investments Limited for demerger of Marketing Division and Investment & Treasury Division to Welspun Global Brands Limited and Welspun Investments Limited, respectively and restructure of capital of these Companies (the 'Scheme').
(As Per BSE Announcement Dated on 31.03.2011)
Welspun Global Brands Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 07, 2012, inter alia, has, subject to approval of the Stock Exchanges, sanction of the Hon'ble High Court of Gujarat and other approvals as may be necessary, approved a composite scheme of arrangement (the 'Scheme') between the Company, Welspun India Limited ('WIL') and Welspun Retail Limited ('WRL'). According to the Scheme, the Company will be merged into WIL, the marketing business undertaking of WIL will be hived off to WRL and certain overseas investments of WIL would be transferred to WRL. Consequently, the Company shall be dissolved without winding up and the name of WRL would be changed to Welspun Global Brands Limited. Appointed Date for the Scheme is April 01, 2011. Upon the Scheme coming into effect, each shareholder of the Company will get 1 equity share of Rs. 10 each of WIL for every 1 equity share of Rs. 10 each held in the Company.
(As Per BSE Announcement Dated on 07.05.2012)
Welspun Global Brands Ltd has informed BSE that by an Order dated June 22, 2012, the Hon'ble High Court of Gujarat at Ahmedabad has directed that a meeting of the Secured Creditors, Unsecured Creditors and Equity Shareholders of Welspun Global Brands Limited, the Applicant (Transferor Company), be convened and held at Welspun City Village- Versamedi, Taluka-Anjar, District-Kutch, Gujarat- 370110 on August 04, 2012 for the purpose of considering and if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Welspun Global Brands Limited (Applicant/transferor Company) and Welspun India Limited (First Transferee Company) and Welspun Retail Limited (Second Transferee Company) and their respective shareholders and creditors.
Welspun India Ltd has informed BSE that by an Order dated June 22, 2012, the Hon'ble High Court of Gujarat at Ahmedabad has directed that a meeting of the Unsecured Creditors, Secured Creditors and Equity Shareholders of Welspun India Limited, the Applicant (First Transferee Company), be convened and held at Welspun City, Village Versamedi Taluka Anjar District Kutch Gujarat - 370 110 on August 04, 2012 for the purpose of considering and if thought fit approving with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Welspun Global Brands Limited and Welspun India limited (Applicant/First Transferee Company) and Welspun Retail Limited and their respective shareholders and creditors.
(AsPer BSE Announcement Website Dated on 04/08/2012)
Welspun Global Brands Ltd has informed BSE that by an Order dated June 22, 2012, the Hon'ble High Court of Gujarat at Ahmedabad has directed that separate meeting of the Secured Creditors, Unsecured Creditors and Equity Shareholders of Welspun Global Brands Limited, the Applicant (Transferor Company), be convened and held at Welspun City Village- Versamedi, Taluka-Anjar, District-Kutch, Gujarat- 370110 on August 04, 2012 for the purpose of considering and if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Welspun Global Brands Limited (Applicant/transferor Company) and Welspun India Limited (First Transferee Company) and Welspun Retail Limited (Second Transferee Company) and their respective shareholders and creditors.
(As Per BSE Announcement Dated on 22.08.2012)
Welspun India Ltd has informed BSE that:
'In the matter of the Composite Scheme of Arrangement between the Company,
Welspun Global Brands Limited and Welspun Retail Limited approved by the Board of Directors of the Company on May 07, 2012 (Scheme), note that the Honourable High Court of Gujarat at Ahmedabad has passed an order approving the Scheme on
November 26, 2012. Thus, the Company Petition no. 177 of 2012 filed by the Company stands approved.'
(As per BSE Announcement Dated on 27.11.2012)
Welspun Global Brands Ltd has informed BSE that In the matter of the Composite Scheme of Arrangement between the Company, Welspun India Limited and Welspun Retail Limited approved by the Board of Directors of the Company on May 7, 2012 ('Scheme''), the Company note that the Honorable High Court of Gujarat at Ahmedabad has passed an order approving the Scheme on November 26, 2012. Thus, the Company Petition no. 178 of 2012 filed by the Company stands approved.
(As per BSE Announcement Dated on 29.11.2012)
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