(02-Jan-2007 Hours IST)
Amrit Banaspati Company Ltd has informed BSE that the equity shareholders and unsecured creditors of the Company at their court convened meeting held on December 27, 2006, have unanimously approved the Scheme of Arrangement which inter-alia provides for demerger of Paper Business of the Company to ABC Paper Ltd, transfer of Edible Oil Brands (excluding 'Gagan') of the Company to Amrit Enterprises Ltd and demerger of Edible Oil Business of the Company to Amrit Enterprises Ltd, subject to the said Scheme being sanctioned by the Hon'ble High Court of Allahabad, Hon'ble High Court of Punjab & Haryana at Chandigarh and Hon'ble High Court of Delhi at New Delhi, subject to necessary provisions and approvals. Amrit Banaspati Company Ltd has informed BSE that the Scheme of Arrangement between the Company and ABC Paper Ltd (ABC Paper) and Amrit Enterprises Ltd (AEL) and their respective Shareholders under Section 391-394 of the Companies Act, has already been approved by the Hon'ble High Court of Judicature at Allahabad and Hon'ble High Court of Punjab & Haryana at Chandigarh. The Hon'ble High Court at Delhi has yet to approve the Scheme, the next date of which has been fixed for May 08, 2007. Since this is a composite Scheme of Arrangement between the Company and M/s. ABC Paper Ltd and M/s. Amrit Enterprises Ltd., the implementation of the Scheme would commence only after all the three High Courts have approved the Scheme, as the approval of the Scheme by Allahabad and Chandigarh High Courts is also subject to approval of the Scheme by the Delhi High Court. It is hoped that the Scheme will be approved by the Hon'ble Delhi High Court in May, 2007. (As Per BSE Announcement Website Dated on 24/04/2007) Amrit Banaspati Company Ltd has informed BSE that the Scheme of Arrangement ('The Scheme') between the Company and ABC Paper Ltd (ABC Paper) and Amrit Enterprises Ltd (AEL) has been sanctioned by the Hon'ble High Courts of Allahabad, Delhi and Chandigarh. The orders of the High Courts have been filed with the concerned Registrar of Companies for all the three Companies on June 23, 2007 and, therefore, the 'Effective Date' of the Scheme is June 23, 2007. The Scheme inter alia provides for allotment of shares by the Transferee Companies i.e. ABC Paper and AEL and re-organization of the share capital by the Company as under: 1. In consideration of the demerger and vesting of the Paper Undertaking in ABC Paper Ltd. (ABC Paper), ABC Paper shall without any further application or deed, issue and allot to the equity shareholders of the Company as on the Record Date, two (2) Equity Shares of the face value of Rs 10/- each credited as fully paid-up for every four (4) Equity Shares of the face value of Rs 10/- each of the Company. Upon vesting in and transfer of the Paper Undertaking and Edible Oils Undertaking to ABC Paper and AEL respectively, the Company shall, for every four (4) fully paid-up Equity Shares of Rs 10/- each held by the equity shareholders on the Record Date, without any further application or deed, reduce and cancel two (2) fully paid-up Equity Shares of the face value of Rs 10/- each against the allotment and issuance of Equity Shares by ABC Paper and one (1) fully paid-up Equity Share of the face value of Rs 10/- each against the allotment and issuance of Equity Shares by AEL under the Scheme. (As Per BSE Announcement Website Dated on 29/06/2007) SUB. :- Scheme of Arrangement of Amrit Banaspati Company Ltd. (Scrip Code 507525) Trading Members of the Exchange are hereby informed that, Amrit Banaspati Company 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 Amrit Banaspati Company Ltd. 507525 RECORD DATE 20/07/2007 NO DEALINGS FROM 13/07/2007 DR-074/2007-2008 PURPOSE Scheme of Arrangement between ABC Paper Ltd. (an unlisted company), Amrit Enterprises Ltd. (AEL) and Amrit Banaspati Company Ltd. (ABCL): - 1) Upon this Scheme becoming operative and in consideration of the demerger and vesting of the Paper Undertaking of ABCL in ABC Paper Ltd., ABC Paper Ltd. shall issue and allot in the ratio of TWO equity shares of Rs.10/- each fully paid up every FOUR Equity Shares of Rs.10/- each held in Amrit Banaspati Company Ltd. 2) Upon this Scheme becoming operative and in consideration of the demerger and vesting of the Edible Oil Undertaking of ABCL in AEL, AEL shall issue and allot in the ratio of ONE equity shares of Rs.10/- each fully paid up every FOUR Equity Shares of Rs.10/- each held in Amrit Banaspati Company Ltd. 3) Upon coming into effect of the Scheme and upon vesting in and transfer of the Paper Undertaking and Edible Oils Undertaking to ABC Paper Ltd. and AEL respectively, ABCL shall, for every FOUR fully paid-up equity shares of Rs.10/- each held by the equity shareholders of ABCL, reduce and cancel THREE fully paid-up equity shares of Rs.10/- each against the allotment and issuance of equity shares by ABC Paper Ltd. and AEL. Trading Members of the Exchange are requested to take note of it. (As per BSE Notice dated on 06/07/2007) Trading Members of the Exchange are hereby informed that the under-mentioned new securities of ABC Paper Limited are listed and permitted for trading with effect from Wednesday, January 23, 2008. Name of the Company : ABC Paper Limited (ABCPL) Registered Office : M-2, Akarshan Bhawan, 4754/23, Ansari Road, Darya Ganj, New Delhi - 110 002 Tel. No: 011 - 2327 3265 Email: vivektrehan@abcpaper.info Web: www.abcpaper.in Securities :87,26,363 equity shares of Rs.10/- each fully paid-up issued pursuant to the scheme of Arrangement. Distinctive numbers : 1 - 8726363 Scrip Code : 532937 Group : B1 Market Lot : 1 Face Value : Rs.10/- each fully paid Scrip ID on BOLT System : ABCPAPER Abbreviated name on BOLT System : ABC PAPER ISIN No. : INE529I01013 2. Trading members may please note that 22,99,9000 equity shares of the Company bearing distinctive numbers 1 to 22,99,900, are under lock-in up to January 31, 2011, and therefore these shares would not be good delivery in the market till then. 3. The particulars of the Scheme of Arrangement are as mentioned below: a) The Scheme of Arrangement of the Company was approved by the Hon'ble High Courts of Judicature at New Delhi and Allahabad, vide their orders dated May 15, 2007 and March 26, 2007 respectively. b) Appointed Date: April 01, 2006 c) Effective date: June 23, 2007 d) Date of Allotment: July 24, 2007 e) The issued, subscribed and paid-up equity capital of the ABCPL before the scheme of arrangement was Rs.229.99 lacs consisting of 22,99,900 equity shares of Rs.10/- each fully paid up. f) Pursuant to the Scheme of Arrangement and in consideration of the Demerger of Paper Business of Amrit Corp. Ltd.( formerly known as Amrit Banaspati Company Ltd.) (ACL), ABCPL has on July 24, 2007 allotted 64,26,463 equity shares to the shareholders of ACL in the ratio of 2 (two) fully paid up equity share of Rs.10/- each of ABCPL for every 4 (four) equity share of Rs.10/- each held in ACL as on record date. g) The issued, subscribed and paid-up capital of the company post scheme of arrangement is Rs.872.63 lacs consisting of 87,26,363 equity shares of Rs.10/- each fully paid up. 4. As per Exchange Notice No. 20070706-22 dated July 06, 2007, the company had fixed July 20, 2007 as ôRecord Dateö, for giving effect to the scheme of Arrangement. The trading of ACL was stopped w.e.f. July 13, 2007. The trading in the equity shares of ACL subsequent to Demerger and reduction had re-commenced w.e.f. September 25, 2007 5. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the group company website on http://www.amritcorp.com. 6. The share transfer documents should be sent to the registrar of the company at the address mentioned below: MAS Services Limited (Unit: ABC Paper Limited) AB-4, Safderjung Enclave, New Delhi - 110 029 Tel. No.: 011 - 2610 4142, 4326 Fax No.: 011 - 2618 1081 Website: www.masserv.com 7. The Company's Financial Year ends on 31st March. (As Per BSE Notice Dated on 21.01.2008)
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