(29-Apr-2008 Hours IST)
Investment & Precision Castings Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 29, 2008, inter alia, has transacted the following: With the objective of unlocking shareholder value, it was decided to evaluate strategies for restructuring the investment by Investment & Precision Castings Ltd in its Wholly Owned Subsidiary, Tamboli Castings Ltd. After considering various strategies, the Board of the Directors of the Company have decided to demerge the undertaking involving the investment business of the Company, including the investment either by way of debt or equity in Tamboli Castings Ltd to another company - Tamboli Capital Ltd, also a Wholly Owned Subsidiary of the Company. The salient features of the Scheme of Arrangement under section 391 to 394 of the Companies Act are as under: The Company investment business has various assets including investments by way of equity and debt in its 100% owned subsidiary Tamboli Castings Ltd. Tamboli Castings Ltd is a 100% Export Oriented Undertaking engaged in the manufacturing of Castings. These assets net of liabilities and debts if any will be demerged into Tamboli Capital Ltd. Under the proposed scheme under Section 391 to 394 of the Companies Act, Tamboli Capital Ltd will allot equity shares of Rs 10/- each to the shareholders of IPCL as on the Record Date (to be decided by the Board of Directors in consultation with The Bombay Stock Exchange Ltd) against the book value of assets acquired by virtue of the Demerged Undertaking from IPCL. The shareholders will not be required to make any payment against this allotment. It is proposed in the Scheme to list the shares of Tamboli Capital Ltd in the Bombay Stock Exchange Ltd, subject to the required approvals. As per the Scheme, for every 1 shares held in IPCL, as on the Record Date, 2 equity shares of Tamboli Capital Ltd will be allotted. A scheme of arrangement under the Companies Act, 1956, between the Company and Tamboli Capital Ltd subject to the approval of stock exchange and other appropriate authorities will be filed in the High Court of judicature of Gujarat at Ahmedabad. Investment & Precision Castings Ltd has informed BSE that the equity shareholders and unsecured creditors of the company have unanimously approved without modification, the Scheme of Arrangement and Demerger between the Company and Tamboli Capital Ltd at their meeting convened on July 31, 2008 according to the directions passed by the Hon'ble High Court of Judicature of Gujarat at Ahmedabad on June 26, 2008. (As per BSE Announcement Website dated on 31/07/2008) Investment & Precision Castings Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 24, 2009, has determined March 20, 2009 as the Record Date for the entitlement of 2 New Equity Shares of Tamboli Capital Ltd for every 1 share of the Company held by member of the Company according to the Scheme of Arrangement and Demerger between the Company and Tamboli Capital Ltd as approved without any modification vide Order No. 4141/09 dated February 13, 2009 received from the Hon'ble High court of Judicature Ahmedabad. (As Per BSE Announcement Dated on 25/02/2009) SUB. :- Scheme of Arrangement of Investment & Precision Castings Ltd. (Scrip Code 504786) Trading Members of the Exchange are hereby informed that, Investment & Precision Castings Ltd. 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 Investment & Precision Castings Ltd. (504786) RECORD DATE 20/03/2009 PURPOSE Scheme of Arrangement: - Demerger of the Investments Business of Investment & Precision Castings Ltd. and its vesting in Tamboli Capital Ltd. Upon the Scheme becoming effective, in consideration of the transfer and vesting of the Investments Business of Investment & Precision Castings Ltd. into Tamboli Capital Ltd., Tamboli Capital Ltd. shall issue and allot in the ratio of TWO equity shares of Rs.10/- each fully paid up of Tamboli Capital Ltd. for every ONE Equity Share of Rs.10/- each fully paid up held in Investment & Precision Castings Ltd. EX-ENTITLEMENT DATE 13/03/2009 DR-233/2008- 2009 Note: - The scrip will be No Delivery from 13/03/2009 (DR-233/2008-2009) to 19/03/2009 (DR-237/2008-2009). (As Per BSE Notice Dated on 03.03.2009) Trading members of the Exchange are hereby informed that the under mentioned new securities of Tamboli Capital Limited are listed and permitted for trading on the Exchange with effect from Monday, March 15, 2010. Name of the Company : Tamboli Capital Limited Registered Office : Mahavir Palace, 8-A, Kalubha Road, Bhavnagar 364002 Tel. No. 0278 2520065 Fax No. 0278 2520064 Email: direct1@tambolicapital.in Web: www.tambolicapital.in Securities : 99,20,000 Equity Shares of Rs.10/- each fully paid-up issued pursuant to the shceme of arrangement of the company Distinctive numbers : 1 - 9920000 Scrip Code : 533170 Group : B Market Lot : 1 Face Value & Paid up value : Rs.10/- each fully paid Scrip ID on BOLT System : TAMBOLI Abbreviated name on BOLT System : TAMBOLI CAP ISIN No. : INE864J01012 2. The particulars of the Scheme of Arrangement are as mentioned below: a) The Scheme of Arrangement of the Company was approved by the Hon'ble High Court of Gujarat vide its Order dated January 23, 2009. b) Appointed Date: May 01, 2008. c) Effective date: February 26, 2009. d) Date of Allotment: March 24, 2009. e) Pursuant to the scheme, the Investment Division of Investment & Precision Castings Limited (IPCL) was demerged into Tamboli Capital Limited (TCL) and in consideration thereof TCL has issued and allotted 2 (two) equity shares of Rs.10/- each fully paid up for every 1 (one) equity share of Rs.10/- each held in IPCL as on the Record Date. f) The issued, subscribed and paid-up equity capital of the company post arrangement comes to Rs.992 lacs consisting of 99,20,000 equity shares of Rs.10/- each fully paid up. 3. As per Exchange Notice No. 20090303-26 dated March 03, 2009, IPCL has fixed Record Date as March 20, 2009, for giving effect to the scheme of arrangement. Accordingly dealing in the securities of IPCL was done on Ex-Entitlement basis w.e.f. March 13, 2009. 4. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the Company's Website on www.tambolicapital.in 5. The share transfer documents should be sent to the registrar of the company at the address mentioned below: LINK INTIME INDIA PRIVATE LIMITED Unit: Tamboli Capital Ltd 211, Sudarshan Complex, Near Mithakhali Under Bridge, Navarangpura, Ahmedabad 380 009. Telephone (91) (079) 2646 5179 Fax (91) (079) 2646 5179 E-Mail: ahmedabad@linkintime.co.in 6. The Company's Financial Year ends on 31st March. (As Per BSE Notice Dated on 11.03.2010)
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