(10-Feb-2016 Hours IST)
HB Estate Developers Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 10, 2016, after considering the Report of the Audit Committee have approved a Scheme of Arrangement between HB Estate Developers Limited ('the Company / HBEDL'), HB Stockholdings Limited (HBSL) and HB Portfolio Limited (HBPL) subject to the approval of the Board of Directors of respective companies and such other statutory approvals that may be required. HB Stockholdings Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 11, 2016, after considering the Report the Audit Committee have approved a Scheme of Arrangement between HB Stockholdings Limited ('the Company / HBSL'), HB Portfolio Limited (HBPL) and HB Estate Developers Limited (BHEDL) subject to the approval of the Board of Directors of respective companies and such other statutory approvals that may be required. (As Per BSE Announcement Dated on 11.02.2016) HB Portfolio Ltd has informed BSE regarding 'Updates on Scheme of Arrangement'. With reference to the earlier letter dated Oct 20, 2016, regarding Update on the Scheme of Arrangement, HB Stockholdings Ltd has now informed BSE that: 'the date of our last letter on the subject matter may please be read as 11th February 2016 and not 10th February, 2016. The typographical error is regretted.' (As per BSE Announcement dated on 20.10.2016) We hereby inform you that the Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench at Chandigarh vide its Order Dated 22nd December, 2017, has sanctioned the Composite Scheme of Arrangement amongst HB Stockholdings Limited (HBSL), HB Portfolio Limited (HBPL) and HB Estate Developers Limited (HBEDL) and their respective Shareholders and Creditors under Sections 391 to 394 read with Section 100 to 104 of the Companies Act, 1956, with effect from the Appointed Date(s) as mentioned in the Scheme. The Company shall submit the necessary documents pursuant to SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015, on receipt of certified true copy of the formal order from the Hon'ble NCLT. The above may please be treated as compliance of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para A of Part A of Schedule III of said Regulations. Please take the aforesaid information on record. (As Per BSE Announcement Dated on 29.12.2017) The Company has fixed Tuesday, March 13, 2018 (close of business hours) as the 'HBPL Record Date' for the following purposes:- 1. For reckoning the names of the Equity Shareholders of HBPL who shall be entitled to receive the Equity Shares of HBEDL in consideration for the Demerger of HBPL 'Preference Shares Investment and Loans & Advances Undertaking' and transfer and vesting of the same into HBEDL (Demerger 3) as provided in Part D of the Scheme. 2. For the Reduction of Issued, Subscribed and Paid-up Equity Share Capital and Reorganisation of the Authorised Share Capital simultaneously as provided in Part E of the Scheme after the allotment of equity shares by HBPL to the shareholders of HBSL in Demerger 1. Synopsis of the Scheme is enclosed herewith. (As Per BSE Announcement Dated on 26.02.2018) Trading Members of the Exchange are hereby informed that, HB Stockholdings Limited. (HBSL) has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company. Trading members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME CODE HB Stockholdings Limited. (532216) RECORD DATE 12/03/2018 PURPOSE Composite Scheme of Arrangement: - Demerger of the Long Term Equity Investment Undertaking of HBSL into HB Portfolio Ltd. (HBPL) In consideration of the transfer of the Long Term Equity Investment Undertaking' in favour of HBPL; HBPL shall issue and allot in the ratio of 25 (Twenty Five) equity shares of Re.10/- fully paid up of HBPL for every 100 (Hundred) Equity Shares of Rs.10/- each fully paid up of HBSL. Demerger of the Preference Shares Investment Undertaking of HBSL into HB Estate Developers Ltd. (HBEDL) In consideration of the transfer of the Preference Shares Investment Undertaking of HBSL' in favour of HBEDL; HBEDL shall issue and allot in the ratio of 24 (Twenty Four) equity shares of Re.10/- fully paid up of HBEDL for every 100 (Hundred) Equity Shares of Rs.10/- each fully paid up of HBSL. And Reorganisation of Capital of HB Stockholdings Limited. The issued and paid up equity share capital of HBSL shall be reduced by reducing the face value of the equity shares from 1 (One) equity share of Rs.10/- (Rs. Ten only) Fully paid up to 1 (one) equity share of Rs. 3/- (Rupee Three only) each fully paid. The issued and subscribed paid up equity share capital of HBSL so reduced shall be further consolidated in such a manner that the shareholder holding 10 (Ten) equity shares of Rs. 3/- each fully paid up in the equity share capital of HBSL shall be allotted 3 (Three) Equity shares of Rs. 10/- each fully paid in the equity share capital of HBSL. NO DEALINGS FROM DATE & SETT.NO. 09/03/2018 DR-235/2017- 2018 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 28.02.2018) We would like to inform you that pursuant to the Composite Scheme of Arrangement duly sanctioned by the Hon'ble NCLT, Chandigarh Bench at Chandigarh, the duly authorised Capital Restructuring Committee of the Board of Directors in its meeting held today i.e. March 17, 2018 has approved the following: 1) Allotment of 59,48,055 Equity Shares of Rs. 10 each fully paid-up to the Shareholders of HB Stockholdings Limited (HBSL), whose name is recorded in the Register of Members and the records of the Depositories as members of HBSL on March 12, 2018 ('HBSL Record Date') in consideration of the Demerger of HBSL 'Long Term Equity Investment Undertaking' from HBSL and transfer and vesting of the same to HBPL - Demerger 1. 2) Simultaneously, the Equity Share Capital stands reduced to Rs. 10,76,42,300 comprising of 1,07,64,230 Equity Shares of Rs. 10/- each fully paid-up. Please refer letter attached herewith for complete information. (As Per BSE Announcement Dated on 17.03.2018)
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