(06-Sep-2005 Hours IST)
The Board has approved the following: 1. In-principle approval for the amalgamation of Terra Agro Technologies Ltd, an unlisted Indian Company, being a 100% Export Oriented Unit engaged in the business of cultivation and dehydration of vegetables for export ("Terra Agro") withthe Company w.e.f. April 01, 2005. The said Company holds quality assets in form of almost new equipment, 1200 acres of agricultural land, and green houses etc. The Company also intends to use the Terra base in S. India to produce and promote its agri product range like drip, sprinkler, PVC pipes, TC banana etc. The valuation experts have been appointed and shall submit their report in 2-3 weeks when the Scheme would be finalized. 2. The Board has noted with satisfaction the recent sale of shares by Mauritius based Aqua entities held by them for just over last three years to new Indian and global quality investors which has helped in spreading the Equity Shares widely in keeping with the "public" status of the Company. 3. Implementation of an Employee Stock Option Plan / Scheme ("ESOP"). 30,71,200 Stock Options/Equity Shares are covered by the ESOP. The approval of Shareholders will be obtained in the 18th AGM to be held on September 30, 2005. 4. The 18th Annual General Meeting (AGM) of the Shareholders will be held on September 30, 2005, to deal with the Ordinary and Special business as per the approved Notice. 5. The Board has deferred decision on acquisition of strategic stake in an overseas irrigation manufacturer as the negotiations are still inconclusive. The company has informed that a Committee of Directors (CoD) at its meeting held on October 04, 2005, inter alia, has considered and finalised the following: 1. Exchange ratio for shares of Terra Agro Technology Ltd, Coimbatore. The ratio reported / recommended by valuation experts is 1 Equity Share of the Company may be exchanged with 48 equity shares of Terra Agro Technology Ltd, Coimbatore. 2. Scheme of amalgamation / rearrangement between the Company and Terra Agro Technology Ltd has been finalised. (As per BSE Bulletin dated on 05/10/2005) The company has informed that pursuant to the order of High Court of Judicature at Bombay a meeting of the equity shareholders of the Company will be held on January 31, 2006, for the purpose of considering, and if thought fit, approving with or without modification Scheme of Amalgamation of Terra Agro Technologies Ltd and the Company and their respective shareholders. (As per BSE Bulletin dated on 06/01/2006) Jain Irrigation Systems Limited has informed the Exchange that by an Order made on December 23, 2005, the High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of Jain Irrigation Systems Limited (JISL), the applicant company be convened on January 31, 2006 for the purpose of considering, and if thought fit, approving with or without modification scheme of amalgamation Terra Agro Technologies Ltd., the transferor Company and JISL the applicant company and their respective shareholders . (As per NSE Bulletin dated on 09/01/2006) The company has informed that the equity shareholders at their Court Convened Meeting have unanimously approved the Scheme of Amalgamation of Terra Agro Technologies Ltd, Coimbatore with the Company w.e.f. April 01, 2005. (As per BSE Bulletin dated on 02/02/2006) Jain Irrigation Systems Limited has informed the Exchange that the meeting of shareholders of the Company to consider and approve Scheme of Amalgamation of the Company with Terra Agro Technologies Ltd., Coimbatore w.e.f. April 01, 2005 has been held on January 31, 2006 as per order dated December 23, 2005 of her ladyship High Court Judge at Bombay in Company application. The Chairman appointed for meeting shall now file an affidavit as per prescribed procedure with judicature of High Court at Bombay to enable further proceedings in matter.Therefore, petition for confirmation of Scheme of Amalgamation will be filed. Jain Irrigation Systems Limited has informed the Exchange that the Scrutineers appointed by Chairman of meeting held on orders of High Court of Judicature at Bombay in Company application No. 869/2005, have submitted their report on poll taken on issue of Amalgamation of Terra Agro Technologies Ltd., Coimbatore, with the Company w.e.f. April 01, 2005 and have reported that all members and shareholders present at the meeting have unanimously approved the Scheme of Amalgamation placed before the meeting. The Company is taking steps to submit the Chairman report to hon'ble High Court on the matter. (As per NSE Bulletin dated on 02/02/2006) Jain Irrigation Systems Limited had informed the Exchange that the Company has announced a merger u/s 391-394 of the Companies Act, 1956 with Terra Agro Technologies Limited, Coimbatore and has completed all the court procedure for the amalgamatiom to proceed as announced. The Company had further informed the exchange that, in fact the HC at Bombay has vide its order dated April 21, 2006 already approved the amalgamation and the scheme passed by shareholders of the Company in a Court convened meeting an January 31, 2006. However, the HC at Chennai while admitting the merger petition has fixed it for final hearing on June 12, 2006. (As per NSE Bulletin dated on 02/05/2006) Jain Irrigation Systems Limited has informed the Exchange that July 17, 2006 will be the Record Date for the purpose of issue and allotment of Equity Shares of the Company to those Shareholders of Terra Agro Technologies whose name appear in the Register of Members of Terra Agro Technologies Ltd as per exchange ratio (48 shares Terra Agro Technologies Ltd shares get 4 Jain Irrigation Systems Ltd. Shares) in the Scheme of Amalgamation approved by the Hon'ble High of judicature at Bombay and Madras Vide Order dated April 24, 2006 and June 14, 2006 respectively. Jain Irrigation Systems Limited had informed the Exchange that July 17, 2006 will be the Record Date for the purpose of issue and allotment of Equity Shares of the Company to those Shareholders of Terra Agro Technologies whose name appear in the Register of Members of Terra Agro Technologies Ltd as per exchange ratio (48 shares Terra Agro Technologies Ltd shares get 4 Jain Irrigation Systems Ltd. Shares) in the Scheme of Amalgamation approved by the Hon'ble High of judicature at Bombay and Madras Vide Order dated April 24, 2006 and June 14, 2006 respectively. The Company has now informed the Exchange that the Exchange ratio of shares should read as follows : "48 shares of Terra Agro Techonology Ltd will get 1 Equity Share of Jain Irrigation Systems Ltd. The above exchange ratio is as per the Scheme of Amalgamation approved by the shareholders and the Hon'ble High Court of Judicature at Bombay and Chennai. Due to typographical error 4 shares of Jain Irrigation systems Ltd has been mentioned in the above referred letter instead of 1 share which may be please be corrected." (As per NSE Bulletin dated on 06/07/2006) Trading members of the Exchange are hereby informed that the under mentioned new securities of Jain Irrigation Systems Ltd. (Scrip Code: 500219, ISIN No: INE175A01020) are listed and permitted for trading on the Exchange with effect from Wednesday, November 01, 2006. Securities 57,292* Equity Shares of Rs.10/- each issued to the shareholders of erstwhile Terra Agro Technologies Ltd. on their amalgamation with the Company. Dist. Nos. 58353229 to 58410520 * These shares are ranking pari-passu with the existing equity shares of the company. 2.The brief particulars of the Scheme of Amalgamation are as mentioned below: a)The Scheme of Amalgamation of the company was approved by the Hon'ble High Court of Bombay and Madras vide their Orders dated April 21 and June 26, 2006 respectively. b)Appointed Date: April 01, 2005 c)Effective Date: May 17, 2006 d)Date of Allotment: July 31, 2006 e)Exchange Ratio: For every 48 Equity Shares of Rs.10/- each fully paid up, held in erstwhile Terra Agro Technologies Limited, 1 Equity Share of Rs.10/- each of the company has been issued. 3.The company's financial year ends on 31st March. (As Per BSE Notice Dated on 31/10/2006)
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