(06-Oct-2014 Hours IST)
Dhanuka Agritech Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 06, 2014, inter alia, have at the recommendation of the Audit Committee and subject to requisite regulatory approvals, approved the scheme of amalgamation of M/s. A. M. Bros. Fintrade Private Limited ('AMB') and M/s. Dhanuka Finvest Private Limited ('DFPL') with M/s. Dhanuka Agritech Limited ('DAL'), as per the Draft Scheme of Amalgamation placed before them. DFPL and AMB are part of the Promoter Group of DAL. DFPL holds 61.89% of DAL's Paid-Up Equity Share Capital and AMB holds 11.06% of DAL's Paid-Up Equity Share Capital. Pursuant to the proposed amalgamation of DFPL and AMB with DAL, post-merger paid-up capital of the Company will remain same and there will be no dilution for any shareholders including public shareholders. The Trusts of individual Promoters will directly hold shares in DAL and there will be no change in the Promoter shareholding of DAL. The Promoters will continue to hold the same percentage of shares in DAL i.e. 74.99% of DAL's Paid-Up Equity Share Capital even after this proposed merger. The purpose of this amalgamation is to simplify the shareholding structure and reduction of shareholding tiers and to demonstrate the Promoter Group's direct commitment to and engagement with DAL. Dhanuka Agritech Ltd has informed BSE regarding 'Outcome of the votes cast by the Equity Shareholders of the Company at the Court Convened Meeting on April 04, 2015'. Comprehensive Scheme of Amalgamation between A.M. Bros. Fintrade Private Limited and Dhanuka Finvest Private Limited with Dhanuka Agritech Limited and their respective Shareholders and Creditors This is with reference to the captioned subject, please be informed that in compliance with the Order dated 21£I January, 2015 and pronounced on 20th February, 2015 by Hon'ble High Court of Delhi meeting of the Equity Shareholders of the Company was held on April 4, 2015 for approving the arrangement embodied in the Comprehensive Scheme of Amalgamation entailing merger of A.M. Bros. Fintrade Private Limited and Dhanuka Finvest Private Limited with Dhanuka Agritech Limited. The Scheme has been approved by 96.30% in number and 99.99% in value of the equity shareholders of the Company present and voting either in person or by proxy or as Authorized Representatives in accordance with the requirements of Section 391(2) of the Companies Act, 1956.' (As per BSE Announcement dated on 07.04.2015) With reference to the earlier letter dated September 02, 2015 regarding extension of time for the purpose of holding the Company's Annual General Meeting for FY2014-15, Dhanuka Agritech Ltd has now informed BSE that the Company has filed Petition with the Hon'ble High Court of Delhi for approval of the Comprehensive Scheme of Amalgamation between M/s. A.M. Bros. Fintrade Private Limited and M/s. Dhanuka Finvest Private Limited with M/s. Dhanuka Agritech Limited and their respective Shareholders and Creditors ('the Scheme'). The Members of the Company have approved the Scheme through Postal Ballot, E-voting and through Poll at the Court Convened Meeting which was held on April 04, 2015. The approval of the Scheme got delayed due to repeated adjournments of the hearings in the Delhi High Court. The Scheme was approved in the last hearing held on October 15, 2015 and it will take some time to get the certified copy of the Order of the Hon'ble High Court and file it with the ROC to make the Order effective. Hence, at the Company's request for further extension of time for the purpose of holding its Annual General Meeting, the ROC has accorded its consent and granted extension by further one month upto December 30, 2015. (As Per BSE Announcement Dated on 17/11/2015) Dhanuka Agritech Ltd has informed BSE that the Hon'ble High Court of Delhi ['the Court') has approved the Comprehensive Scheme of Amalgamation between M/s A.M. Bros. Fintrade Private Limited and M/s. Dhanuka Finvest Private Limited with M/s. Dhanuka Agritech Limited and their respective Shareholders and Creditors ('the Scheme'). The Company is in the process of obtaining the copies of formal Order to be filed with the Hon'ble Registrar of the Companies, NCT of Delhi & Haryana ('the ROC'). Further note that the aforesaid Comprehensive Scheme of Amalgamation will be effective only on filing the formal Order of the Court with the ROC. (As Per BSE Announcement Dated on 21.11.2015) Dhanuka Agritech Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 02, 2015, inter alia, has considered and approved the following: - Approval of allotment of 3,64,92,240 (Three Crores Sixty Four Lakhs Ninety Two Thousand Two Hundred and Forty) Equity Shares of Rs. 2/- each to the respective Shareholders of Transferor Companies pursuant to the provisions of the Comprehensive Scheme of Amalgamation of A.M. Bros. Fintrade Private Limited & Dhanuka Finvest Private Limited with Dhanuka Agritech Limited, as approved bv the Hon'ble High court of Delhi and same number of Equity shares will be extinguished as crossholding. (As Per BSE Announcement Dated on 02.12.2015) Dhanuka Agritech Ltd has submitted to BSE a Copy of the Auditors Report for the period ended March 31, 2015 after giving effect to the Comprehensive Scheme of Amalgamation. (As Per BSE Announcement Dated on 07.12.2015)
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