(27-Aug-2016 Hours IST)
Neuland Laboratories Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 27, 2016, have in-principle approved a proposal to merge Neuland Health Sciences Private Limited (Holding Company) and Neuland Pharma Research Private Limited (subsidiary of the Holding Company) with Neuland Laboratories Limited ('the Company'), subject to all necessary approvals. Neuland Laboratories Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 04, 2016, inter alia, has accorded the following; 1. Scheme of Amalgamation and Arrangement amongst the Company, Neuland Health Sciences Private Limited ('NHSPL') and Neuland Pharma Research Private Limited ('NPRPL') and their respective shareholders and creditors. As a part of the proposed merger, both NHSPL and NPRPL will be amalgamating into NLL and consequently, equity shares of NLL would be issued to the shareholders of NHSPL and NPRPL. 2. Took on record Independent Valuation Report dated November 04, 2016 submitted by Deloitte Haskins fit Sells, Chartered Accountants and Fairness Opinion issued by M/s SBI Capital Markets Limited, SEBI registered Category I Merchant Bankers. The Board of Directors of NHSPL and NPRPL, have at the meeting held on even date, also approved the aforementioned Scheme, subject to necessary approvals. (As per BSE Announcement dated on 04.11.2016) The Company is seeking approval of the shareholders for the 'Scheme of Amalgamation and Arrangement between Neuland Laboratories Limited (Transferee Company) and Neuland Health Sciences Private Limited (First Transferor Company) and Neuland Pharma Research Private Limited (Second Transferor Company) and their respective Shareholders and Creditors' ('Scheme')' under Sections 230 to 232 read with Section 66 and other applicable provisions, if any, of the Companies Act, 2013 by way of Tribunal Convened Meeting / E-voting. A copy of the Notice of the Tribunal Convened Meeting dispatched to the Shareholders on even date is enclosed. (As Per BSE Announcement Dated On 28/04/2017) Enclosed a copy of the newspaper advertisement published in today's edition of Business Standard and Namaste Telangana advertising the Notice of the Meeting of the Trade Creditors of the Company, to be held on June 10, 2017. A copy of the Notice issued to the Trade Creditors is enclosed for your reference. (As Per BSE Announcement Dated On 09/05/2017) The Tribunal Convened Meeting of the shareholders of the Company ('TCM') was held on even date at Taj Krishna, Road No.1, Banjara Hills, Hyderabad - 500 034. The Company has provided e-voting facility and voting at the venue through Ballot Paper to the members, on the resolution pertaining to the Scheme of Amalgamation and Arrangement between Neuland Laboratories Limited (Transferee Company) and Neuland Health Sciences Private Limited (First Transferor Company) and Neuland Pharma Research Private Limited (Second Transferor Company) and their respective Shareholders and Creditors, to be considered at the TCM, from May 27th, 2017 (9:00 a.m. IST) and ends on May 29th, 2017 (5:00 p.m. IST). Members who have not casted their votes through e-voting were provided the facility to vote at the venue of the TCM through ballot paper. The results of voting at the TCM and e-voting, on the resolution in the Notice of the TCM, will be forwarded separately on declaration of voting results (As per BSE Announcement date on 30/05/2017) Pursuant to Regulation 30 and Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Voting Results (including e-voting), along with the Scrutinizer's Report, of the Tribunal Convened Meeting of the Shareholders of the Company in respect of the Scheme of Amalgamation and Arrangement between Neuland Laboratories Limited and Neuland Health Sciences Private Limited and Neuland Pharma Research Private Limited and their respective Shareholders and Creditors of the Company, held on May 30, 2017. We would like to further inform that the Resolution set forth in the Notice of the Tribunal Convened Meeting has been passed by the Members of the Company with requisite majority. (As Per BSE Announcement Dated on 01.06.2017) Update on the Scheme of Amalgamation and Arrangement between Neuland Laboratories Limited (Transferee Company) and Neuland Health Sciences Private Limited (First Transferor Company) and Neuland Pharma Research Private Limited (Second Transferor Company) and their respective Shareholders and Creditors (As Per BSE Announcement Dated on 13.04.2018) Allotment of Equity Shares to the shareholders of the Transferor Companies by the Company pursuant to the Scheme of Amalgamation and Arrangement (As per BSE Announcement date on 01/05/2018)
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