Further they resolved subject to the consent of shareholders and creditors of the Company undertake a Scheme of Arrangement and Demerger among the Company, Zuari Investments Ltd, and their respective shareholders and creditors in accordance with Section 391-394 of the Companies Act, 1956 (the Scheme). The salient features of the proposed Scheme are as follows: i) The Scheme provides for the demerger of the shipping investment undertaking of Zuari Investments Ltd (ZIL) and its vesting in Company with effect from the Appointed Date. ii) The Appointed Date under the Scheme is September 1, 2004. iii) For every 10,000 equity shares held in ZIL as on a reference date to be determined by the Company, an equity shareholder of ZIL shall be issued 473 5% non-convertible debentures of face value of Rs 100/- each (NCDs) credited as fully paid up by the Company and shall retain 6393.43 equity shares in ZIL. The remaining 3606.57 equity shares held by the equity shareholders in ZIL shall stand extinguished. iv) The exchange ratio for the demerger has been determined by the Board of Directors of the Company based on their independent judgement and taking into consideration thevaluation provided by independent valuer M/s N. M. Raiji & Co and a fairness opinion provided by M/s Ernst and Young Private Ltd on the valuation done by M/s N. M. Raiji & Co. Chambal Fertilizers & Chemicals Ltd (CFCL) has informed the Exchange that the BoD's of the Company at their meeting held on September 16, 2004, have resolved that CFCL, subject to the consent of the shareholders and creditors of the Company, undertake a Scheme of Arrangement and Demerger among CFCL, Zuari Investments Limited, and their respective shareholders and creditors in accordance with Sections 391-394 of the Companies Act, 1956 (the "Scheme"). The salient features of the proposed Scheme are as follows : 1) The Scheme provides for the demerger of the shipping investment undertaking of Zuari Investments Limited ("ZIL") and its vesting in CFCL with effect from the Appointed Date. 2) The Appointed Date under the Scheme is September 1, 2004. 3) For every 10,000 (Ten Thousand) equity shares held in ZIL, as on a reference date to be determined by CFCL, an equity shareholder of ZIL shall be issued 473 (Four Hundred Seventy Three) 5% (five per cent.) non-convertible debentures of face value of Rs. 100/- each ("NCDs") credited as fully paid-up by CFCL and shall retain 6393.43 (Six Thousand Three Hundred Ninety Three Point Four Three) equity shares in ZIL. The remaining 3606.57 (Three Thousand Six Hundred and Six point Five Seven) equity shares held by the equity shareholder in ZIL shall stand extinguished. 4) The exchange ratio for the demerger has been determined by the board of directors of CFCL based on their independent judgment and taking into consideration the valuation provided by independent valuer M/s. N.M. Raiji & Co.and a fairness opinion provided by M/s Ernst and Young Private Limited on the valuation done by M/s. N.M. Raiji & Co.5) The NCDs to be issued by CFCL in accordance with the terms of the Scheme shall be in dematerialized form and in light of clause 4.1 (iii) of the circular dated December 22, 2003 bearing No. SEBI/MRD/SE/AT/46/2003 issued by the Securities and Exchange Board of India, shall not be listed on any recognized stock exchange. (As per NSE bulletin dated on 16/09/2004) Chambal Fertilizers & Chemicals Ltd has informed the Exchange that the Hon'ble High Court of Rajasthan at Jaipur vide its orders dated February 04, 2005, has directed that: 1) the meetings of equity shareholders, secured creditors and unsecured creditors of the Company to be held on March 19, 2005 for the purpose of considering and if thought fit, approving, with or without modification the arrangement embodied in Scheme of Arrangement and Amalgamation among Chambal Fertilisers and Chemicals Limited and India Steamship Company Limited and their respective shareholders and creditors; 2) the meetings of equity shareholders, secured creditors and unsecured creditors of the Company to be held on March 19, 2005, for the purpose of considering and if thought fit, approving, with or without modification the arrangement embodied in Scheme of Arrangement and Demerger among Chambal Fertilisers and Chemicals Limited and Zuari Investments Limited and their respective shareholders and creditors. (As per NSE Bulletin dated on 10/03/2005) Chambal Fertilizers & Chemicals Ltd has informed the Exchange that the BOD's of the Company had approved the following Schemes: 1) Scheme of Arrangement and Amalgamation among Chambal Fertilisers and Chemicals Limited (CFCL) and India Steamship Company Limited (India Steamship) and their respective shareholders and Creditors (Scheme of Amalgamation); and 2) Scheme of Arrangement and Demerger among Chambal Fertilisers and Chemicals Limited and Zuari Investments Limited (ZIL) and their respective shareholders and Creditors (Scheme of Demerger). The aforesaid Schemes have since been approved by the concerned High Courts and the said aforesaid Schemes of Amalgamation and Demerger became effective from the Appointed Date i.e. September 01, 2004. As per the Scheme of Amalgamation, for every 20 equity shares held in India Steamship, as on Record Date, an equity shareholder of India Steamship shall be entitled for 11 equity shares of Face Value of Rs.10 each of CFCL. Further, the holders of 5% Tax Free Cumulative Preference shares (Preference Shares) of the Face Value of Rs.100 each of India Steamship, as on Record Date, shall be entitled for 10 Preference Shares of the Face Value of Rs.10 each of CFCL against every preference share held by them in India Steamship. The Company has further informed that September 02, 2005 has been fixed by CFCL as Record Date for ascertaining entitlement of: (1) equity shareholders of India Steamship for equity shares of CFCL; and (2) Preference Share holders of India Steamship for preference shares of CFCL and equity shareholders of Zuari Investments limited (ZIL) for the Non Convertible Debentures of Chambal Fertilizers and Chemicals Limited (CFCL), in accordance with clause 4.5 of the Scheme of Arrangement and Demerger among CFCL and ZIL and their respective shareholders and Creditors (Scheme of Demerger). (As per NSE Bulletin dated on 19/08/2005)