(02-Jul-2004 Hours IST)
Eveready Industries Ltd has informed the Exchange that at the meeting of the BoD's of the company held on June 28, 2004, the Board has approved a Scheme of Arrangement between the Company, Eveready Company India Limited (ECIL) and their respective shareholders for demerger of the Company's Bulk Tea Division which will vest in ECIL. ECIL is an existing unlisted company having its registered office at 1, Middleton Street, Kolkata - 700071, incorporated with one of its main objects as the business of cultivation, production and sale of tea. The salient features of the Scheme are as under: (a) The Scheme is proposed to be made effective April 01, 2004 ('effective date'). (b) On and from the effective date the Bulk Tea business of the Company would get transferred to ECIL as a going concern. The demerged Company will continue to run the Fast Moving Consumer Goods (FMCG) business involving manufacture and sale of dry cell batteries, flashlights and packaged tea. (c) The existing paid-up share capital of the company will beequally dividend between the two entities with all existing shareholders of the company participating in both companies in equal shares, the sum of the paid-up values of shares held by each existing shareholder in the two entities remaining the same as held in the existing company. This will be achieved as follows: (i) Upon demerger being effective the paid-up share capital of the Company will stand reduced to Rs.27.89 crores from Rs.55.78 crores by reducing the face value of each share from Rs.10 to Rs.5. (ii) The consideration of transfer of the Bulk Tea Division will be satisfied by ECIL issuing equivalent number of equity shares of face value of Rs.5 each to all the existing shareholders of EIL amounting to Rs.27.89 crores in the aggregate. Subject to necessary consents being received it is proposed to change the name of ECIL which will run the Bulk Tea business, to "McLeod Russel India Limited" upon the demerger taking effect. The Scheme of Arrangement will be under the purview of Sections 391, 393 and 394 of the Companies Act, 1956 and is subject to the approval of the Exchange, consent of the shareholders of the company and of ECIL, and sanction of the High Court at Calcutta (or of the National Company Law Tribunal, if constituted in the meantime). Eveready Industries Ltd has informed the Exchange that the Hon'ble High Court at Calcutta has directed separate meetings of the equity shareholders of Eveready Industries India Ltd, (EIIL) and Eveready Company India Ltd (ECIL) on September 27, 2004 for the purpose of considering and approving with or without the modification the proposed Scheme of Arrangement between EIIL and ECIL and their respective shareholders. (As per NSE bulletin dated on 17/09/2004) Eveready Industries Ltd has informed the Exchange that at a hearing held on January 17,2005,the Hon'ble High Court at Calcutta has approved the "Scheme of demerger- Scheme of Arrangement between Eveready Industries India Ltd. (EIIL) and Eveready Company India Limited (ECIL) and their respective shareholders for the transfer of the undertaking of Bulk Tea Division from EIIL to ECIL" in terms of Section 391,393 and 394 of the Companies Act, 1956. (As per NSE Bulletin dated on 17/01/2005)
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