(05-Jun-2007 Hours IST)
Balkrishna Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 04, 2007 inter alia, has considered and approved the Scheme of Arrangement ('Scheme') pursuant to section 391 to 394 and other applicable provisions of the Companies Act, 1956 for transfer of its Paper and Textile Business of the Company to its wholly owned subsidiaries, interalia Balkrishna Paper Mills Ltd ('BPML') and Balkrishna Synthetics Ltd ('BSL') respectively. - The paper and Textile Business of the Company will be transferred to BPML and BSL respectively on a going concern basis. - The Appointed Date for the Scheme is April 01, 2007. - Post the transfer of paper and textiles business by the Company, BPML and BSL would continue to remain 100% subsidiaries of the Company and their results would be consolidated along with the Company's results. - The Scheme is subject to all requisite consents, approvals of the requisite majority of the shareholders, the Hon'ble High Court of Judicature at Bombay, concerned Stock Exchanges, the permission or approval of any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme. The Board has approved the above restructuring after considering the recommendation of KPMG India Pvt Ltd. Balkrishna Industries Ltd has informed BSE that the equity shareholders of the Company at its court convened meeting held on August 25, 2007, have unanimously approved the Scheme of Arrangement between the Company and Balkrishna Papers Ltd & Balkrishna Synthetics Ltd and their respective shareholders. The said Scheme shall now be presented for approval and consideration of the Hon'ble High Court of Judicature at Bombay. (As Per BSE Announcement Website Dated on 29/08/2007) Balkrishna Industries Ltd has informed BSE that the Hon'ble High Court of Bombay at the hearing held on October 10, 2007, has approved the Scheme of Arrangement between the Company and Balkrishna Papers Mills Ltd ('Balkrishna Paper') and Balkrishna Synthetics Ltd ('Balkrishna Synthetics') and their respective shareholders ('Scheme') for the transfer of the Paper Business and Textile Business of the Company to Balkrishna Paper and Balkrishna Synthetics, respectively. The meeting of the Board of Directors to take the Scheme on record shall be held after receipt of the High Court Order. (As Per BSE Announcement Website Dated on 11/10/2007) Balkrishna Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 30, 2007, inter alia, has noted that the Scheme of Arrangement between the Company and Balkrishna Paper Mills Ltd and Balkrishna Synthetics Ltd and their respective shareholders was heared and approved by the Hon'ble Mumbai High Court on October 10, 2007 and that the Company is yet to receive a certified / authenticated copy of the Order for making the Scheme of Arrangement effective. (As per BSE Announcement website dated on 31/10/2007) Balkrishna Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 14, 2013, inter alia, has approved in-principle, a proposal to restructure / reorganize the Paper and Synthetics businesses of the Company owned by its wholly owned subsidiaries namely Balkrishna Paper Mills Ltd and Balkrishna Synthetics Ltd respectively. These businesses have different risks/rewards and are not related to the core business of the Company. It is proposed that these businesses be demerged in to separate resulting companies through a scheme of arrangement u/s 391 to 394 of the Companies Act, 1956. Such restructuring of the businesses will help the Company to streamline the operations and ownership structure, provide shareholders with direct ownership of the Paper and Synthetics businesses thereby unlocking value for the shareholders and attract the requisite kind of investors for each of its businesses. The Board has authorized some directors and officers of the Company to obtain required professional advice in relation to the proposed restructuring or reorganization, to take all necessary steps in relation thereto, and prepare and present a draft scheme of arrangement and all related documents for the consideration of and approval by the Board at a later date. (As per BSE Announcement Dated on 14.02.2013) Balkrishna Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on January 30, 2014, has approved a scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 for amalgamation of Balkrishna Paper Mills Limited (a wholly owned subsidiary) with the Company and demerger of the Paper board business division, together with investment in Balkrishna Synthetics Ltd., on a going concern basis in to Nirvikara Paper Mills Limited. Upon completion of the Scheme, Nirvikara Paper Mills Ltd. will issue and allot 1(one) fully paid up equity share of Rs. 10 each for every 9 (nine) equity shares held in the Company as on the Record Date to be fixed for this purpose after receipt of all approvals. Upon completion of the Scheme, all shareholders of the Company shall become the shareholders of Nirvikara Paper Mills Ltd. which is proposed to be listed on the Bombay Stock Exchange and the National Stock Exchange of India Ltd. The Appointed Date for the proposed amalgamation is April 01, 2013 and the demerger shall take effect from the date on which the orders of the Bombay High Court, sanctioning the scheme of arrangement is filed with the Registrar of Companies, Maharashtra. The proposed scheme of arrangement will re-organize and segregate the paper board business division, together with investment in Balkrishna Synthetics Ltd., as a separate listed entity resulting in a focused independent management, streamline the operations and provide access to varied sources of raising funds to achieve the growth potential of paper board business. The proposed scheme of arrangement will create enhanced value for shareholders and allow a focused growth strategy, which would be in the best interest of the Company, its shareholders, creditors and all stakeholders. The restructuring proposed by this scheme of arrangement will also provide an opportunity to the investors to select investments which best suit their investment strategies and risk profiles. Messrs Khaitan & Co. have been appointed as Solicitors and legal advisors. Messrs Jayantilal Thakkar & Co., Chartered Accountants and auditors of the Company have provided the report on share allotment ratio on demerger and JM Financial Institutional Securities Limited have been engaged as the financial advisor and they have provided the fairness opinion on the share allotment ratio. The Scheme is subject to all necessary approvals including from the stock exchanges, shareholders, creditors and the Bombay High Court. (As per BSE Announcement Dated on 30.01.2014)
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