(05-May-2010 Hours IST)
Jagran Prakashan Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 05, 2010, has approved the Scheme of Arrangement under sections 391 to 394 of the Companies Act, 1956. The Scheme of Arrangement, subject to necessary approvals and consents, will result in demerger of PRINT BUSINESS from MML and transferring it to JPL with effect from April 01, 2010. The PRINT BUSINESS run by MML through its wholly owned subsidiary Mid-Day Infomedia Ltd (MIL) comprises of publication brands viz. Mid-Day (published from Mumbai, Pune, Bangalore and Delhi), Sunday Mid-Day., Gujarati Mid-day and The Inquilab, the largest read Urdu newspaper in the country and all publication related internet properties. The valuation of the two businesses has been done by Ernst and Young Pvt Ltd and swap ratio as per their report dated May 05, 2010 works out to be 7 : 2 (i.e. for each 7 fully paid up equity shares of Rs. 10 each of MML, its shareholders will be entitled to 2 fully paid up equity share of Rs. 2 each of JPL). The radio business of Mid-Day Multimedia Ltd, operated through its subsidiary Radio Mid-Day, will continue to stay with the present shareholders of Mid-Day Multimedia Ltd. Jagran Prakashan Ltd has informed BSE regarding a Press Release dated May 05, 2010 titled 'Jagran Prakashan Limited announces the merger of newspaper business of Mid-Day Multimedia Limited WITH ITSELF'. Mid-day Multimedia Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 05, 2010, has approved the proposed Scheme of Arrangement between Mid Day Multimedia Ltd ('MML') and Jagran Prakashan Ltd ('Transferee Company') which envisages the demerger of the investment arm of MML, holding investments in Mid-Day Infomedia Ltd ('MIFL'), comprising of the Print Business ('Demerged Undertaking') and transfer it to the Transferee Company under the provisions of Sections 391 to 394 of the Companies Act, 1956. The Scheme is subject to the consent of the requisite majority, as the case may be of the shareholders and / or creditors of MML and the Transferee Company, as may be directed, and subject to sanction of the Scheme by the Honorable High Courts at Mumbai and Allahabad. Mid-day Multimedia Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 05, 2010, has approved the proposed Scheme of Arrangement between Mid Day Multimedia Ltd ('MML') and Jagran Prakashan Ltd ('Transferee Company') which envisages the demerger of the investment arm of MML, holding investments in Mid-Day Infomedia Ltd ('MIFL'), comprising of the Print Business ('Demerged Undertaking') and transfer it to the Transferee Company under the provisions of Sections 391 to 394 of the Companies Act, 1956. The Scheme is subject to the consent of the requisite majority, as the case may be of the shareholders and / or creditors of MML and the Transferee Company, as may be directed, and subject to sanction of the Scheme by the Honorable High Courts at Mumbai and Allahabad. The salient features of the proposed Scheme are as under: 1. Appointed Date of the Scheme is April 01, 2010; 2. Effective Date of the Scheme is the date on which (i) last of the certified or authenticated copy of the orders of respective High Courts or any other appropriate authority under sections 391 and 394 of the Act sanctioning the Scheme is filed with the Registrar of Companies, Mumbai and the Registrar of Companies, Uttar Pradesh & Uttarakhand at Kanpur or (ii) the date on which the approval of Ministry of Information & Broadcasting, if required, is obtained, whichever is later; 3. Upon the coming into effect of the Scheme and with effect from the Appointed Date, the Demerged Undertaking (including all the estate, assets, rights, claims, title, interest and authorities including accretions and appurtenances of the Demerged Undertaking) pursuant to the provisions of Sections 391 to 394 of the Act and Sections 2(19AA) and 72A of the IT Act shall stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company, as a going concern without any further act or deed; 4. The Transferee Company would Issues shares to the shareholders of MML, as on the Record Date, based on the swap ratio determined by the Independent Valuer, Ernst & Young Pvt Ltd, as under: Two (2) fully paid-up Equity Shares of Rs. 2 each of the Transferee Company for every Seven (7) Equity Shares of Rs. 10 each held in MML. Jagran Prakashan Ltd has informed BSE that the Meeting of the Shareholders & Creditors convened under directions of Allahabad High Court was held on August 26, 2010, under the Hon'ble High Court appointed Chairman, Mr. Rajiv Gupta and Alternate Chairman, Mr. Jayant Banerji. Further the Company has informed that, the resolution for the approval of the Scheme of Arrangement between Mid-Day Multimedia Ltd. (Transferor Company) and Jagran Prakashan Ltd. (Transferee Company) and their respective Shareholders and Creditors was unanimously approved by both the Shareholders and the Creditors with requisite majority. (As Per BSE Announcement Website dated on 26.08.2010) Mid-day Multimedia Ltd has submitted to BSE the minutes of the proceedings of the Court Convened meeting of Equity Shareholders of the Company held on August 11, 2010 have approved the scheme of arrangement between the Company and Jagran Prakashan Ltd and their respective shareholders and creditors ('Scheme), and the arrangement provided in the Scheme, pursuant to sections 391 to 394 and other applicable provisions, if any, of the Companies Act; 1956, and other applicable law, if any, and subject to the approval of the Hon?ble High Court of Judicature at Bombay and High Court of Judicature at Allahabad and other relevant approvals, if any, as placed before the meeting and initialled by the Chairman for the purpose of identification. Mid-day Multimedia Ltd has informed BSE that the Scheme of arrangement for demerging print business of Mid-Day Multimedia Ltd. into Jagran Prakashan Ltd. has been approved by the High Court of Mumbai on October 15, 2010. A Copy of the written Order of the High Court of Mumbai is awaited. The Scheme is subject to approval of Allahabad High Court to be obtained by Jagran Prakashan Ltd. (As Per BSE Announcement Dated on 15.10.2010) Jagran Prakashan Ltd has informed BSE that Hon'ble Allahabad High Court has at the hearing held on December 21, 2010 approved the Scheme of Arrangement between Mid Day Multimedia Limited ('MML') and Jagran Prakashan Limited ('JPL') and their Respective Shareholders and Creditors to demerge the investment arm of MML, holding investment in Midday Infomedia Limited ('MIL'), comprising of the entire Print Business and all the estate, assets, rights, claims, title, interest, licenses, liabilities and authorities including accretions and appurtenances of MML pertaining to the Print Business and transfer it to JPL. The appointed date of the Scheme of Arrangement is April 01, 2010. Certified copy of the Order of Hon'ble Allahabad High Court shall be filed with the Registrar of Companies, U.P. and Uttarakhand as soon as it is received from the court, for effecting the Scheme of Arrangement. Hon'ble Mumbai High Court has already approved the aforesaid Scheme on October 15, 2010. (As Per BSE Announcement Website dated on 21.12.2010) Mid-day Multimedia Ltd has informed BSE that the Meeting of the Board of Directors of the Company was held on January 10, 2011 and the Company has fixed January 21, 2011 as the Record Date for the purpose of determining the entitlement for issue of Equity Shares of Jagran Prakashan Limited to the Equity shareholders of Mid-Day Multimedia Limited, pursuant to the Scheme of Arrangement between Mid-Day Multimedia Limited and Jagran Prakashan Limited and their respective Shareholders and Creditors ('The Scheme'), approved by the Hon'ble High Court of Judicature of Bombay and Allahabad. All the eligible shareholders of Mid-Day Multimedia Limited as on the Record Date as aforesaid will receive the Equity Share of Jagran Prakashan Limited in the following manner: - 2 (Two) fully paid Equity Share of Rs. 2/- (Rupees Two Only) each of Jagran Prakashan Limited shall be issued and allotted for every 7 (Seven) Equity Shares of Rs. 10/- (Rupees Ten ) each held in Mid-Day Multimedia Limited. (As Per BSE Announcement Dated on 10.01.2011) SUB. :- Scheme of Arrangement of Mid-Day Multimedia Ltd. (Scrip Code 532416) Trading Members of the Exchange are hereby informed that, Mid-Day Multimedia Ltd. (MML) 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. COMPANY NAME CODE Mid-Day Multimedia Ltd. (532416 & 632416) RECORD DATE 21.01.2011 PURPOSE Scheme of Arrangement: - Demerger of the Investment arm of MML, holding 100% investment in Midday Infomedia Ltd. (MIFL) comprising of the entire Print Business of MML hereafter referred as 'Demerged Undertaking' to Jagran Prakashan Ltd (JPL). Upon the Scheme becoming effective and in consideration of the demerger including the transfer and vesting of 'Demerged Undertaking' in JPL, JPL shall issue and allot to each member of MML, TWO (2) fully paid up equity shares of Rs.2/- each of JPL for every SEVEN (7) fully paid up equity shares of Rs. 10/- of MML. EX-ENTITLEMENT FROM DATE & SETT. NO. 20/01/2011 DR-208/2010- 2011 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 13.01.2011) Jagran Prakashan Ltd has informed BSE that the Company have allotted 15097272 shares of Rs. 2 each in terms of the Scheme of Arrangement between Mid-day Multimedia Ltd. and Jagran Prakashan Ltd., as per the share exchange ratio of 2 shares of Jagran Prakashan Ltd. of Rs. 2 each for every 7 shares held in Mid-day Multimedia Ltd. of Rs.10 each. (As Per BSE Announcement Dated on 27.01.2011) Mid-day Multimedia Ltd has informed BSE that pursuant to successful implementation of the Scheme of Arrangement between Mid Day Multimedia Ltd ('MML') and Jagran Prakashan Ltd. ('JPL'), all Employees of MML shall become the employees of MIL (now subsidiary of JPL) with the benefit of continuity of service and without any break or interruption in service. Therefore, as existing employees of MML, Mr. Manajit Ghoshal (CFO) and Ms. Vidya Shembekar (Company Secretary) will now be transferred and shall continue to be in employment of MIL w.e.f. April 01, 2011. (As Per BSE Announcement Website dated on 01.04.2011)
Powered by Capital Market - Live News