| Amalgamation with McDowell & Co Ltd under Sections 391-394 of the Companies Act, 1956 & related matters.
The Board have reconsidered and approved the Appointed Date to be 01/04/2005 instead of 01/07/2005 for amalgamation withMcdowell & Co Ltd.
(As per BSE Bulletin dated on 30/09/2005)
In view of the proposed issue of Global Depository Receipts (GDRs) / Foreign Currency Convertible Bonds (FCCBs) by McDowell & Company Ltd (McDowell) and attention drawn by the stock exchanges of McDowell to Circular dated March 03, 2000
issued by National Securities Depository Ltd whereby all issues made by a Company should rank pari passu in all respects including dividend entitlement the Board of Directors of McDowell has proposed amendment to the Composite Scheme of
Arrangement between Phipson Distillery Ltd, United Spirits Ltd, the Company, Triumph Distilleries & Vintners Pvt Ltd, Baramati Grape Industries Ltd, United Distillers India Ltd, McDowell International Brands Ltd, Shaw Wallace Distilleries Ltd, McDowell India Spirits Ltd and McDowell & Company Ltd (the Scheme) and requested other companies participating in the Scheme to also carry out similar amendment.
Accordingly, the Board of Directors of the Company, at their meeting held on March 17, 2006, has approved an amendment to clause 5 of the Scheme by deleting the following words in the first paragraph of clause 5, to enable McDowell & Company Ltd to be in compliance with the Circular dated March 03, 2000 referred to above:
"........ holding shares that comprised the equity capital of the McD on the Demerger
Appointed Date........"
Hence, the first paragraph after the above amendment will read as follows:
"Upon the Scheme becoming effective, MISL shall, without any further application or deed, but subject to necessary approvals, if any, being granted, issue and allot to every members of McD, holding fully paid up Equity Shares in McD and whose names appear in the register of members of McD on the Demerger Record Date or his / her
heirs, executors, administrators or successors-in-title, as the case may be, in respect of every 5 (five) such Equity Shares of the face value of Rs 10/- each fully paid-up held
by him / her / it in McD, 1 Equity Share of the face value of Rs 10/- each of MISL credited as fully paid-up with rights attached thereto as under".
As a results of above amendment, Underlying shares of Mcdowell held by GDR holders and any shares of Mcdowell held by FCCBs holders on its conversion shall rank pari passu in all respects with the existing shares in Mcdowell.
(As per BSE Bulletin dated on 17/03/2006)
Herbertsons Ltd has informed BSE that The Hon?ble Bombay High Court has on July 31, 2006, sanctioned the Composite Scheme of Arrangement (Scheme) in respect of the amalgamation of the Company with McDowel & Company Ltd. With this, the Scheme has now been sanctioned in the case of McDowell & Company Ltd, the Company, Phipson Distillery Ltd, United Spirits Ltd, United Distillers India Ltd, McDowell International Brands India Ltd and McDowell India Spirits Ltd. Approval in case of remaining companies viz., Shaw Wallace Distilleries Ltd, Baramati Grape Industries Ltd and Triumph Distillers & Vintners Pvt Ltd, of
the Hon'ble High Court at Bombay is expected shortly, after which the Scheme will be effective.
(As per BSE Bulletin dated on 31/07/2006)
With reference to the earlier announcement regarding Composite Scheme of Arrangement between Phipson Distillery Ltd, United Spirits Ltd, the Company, Triumph Distillers & Vintners Pvt Ltd, Shaw Wallace Distilleries Ltd, Baramati Grape Industries Ltd, United Distillers India Ltd, McDowell International Brands Ltd, McDowell India Spirits Ltd and McDowell & Company Ltd, Herbertsons Ltd has informed BSE about the following:
The Scheme provides that it would be effective upon filing of the Orders of the Hon'ble High Courts of Karnataka and Bombay with the Registrar of Companies.
The Orders of the Hon'ble High Courts of Karnataka and Bombay have been received and filed by the concerned companies with the Registrar of Companies, Karnataka at Bangalore and the Registrar of Companies, Maharashtra, at Mumbai and Pune.
The Scheme has therefore become effective from October 05, 2006.
Accordingly, the Company has been amalgamated with McDowell & Company Ltd, the amalgamation taking effect from April 01, 2005, being the Merger Appointed Date.
Also, the Company is dissolved without winding-up.
(As per BSE Announcement website dated on 06/10/2006)
SUB. :- Scheme of Amalgamation of Herbertsons Ltd. (Scrip Code 500181)
Trading members of the Exchange are hereby informed that, McDowell & Company Ltd. has fixed the Record Date for Herbertsons Ltd. for the
purpose of amalgamation of Herbertsons Ltd. with McDowell & Company Ltd. Trading members are advised not to deal in the equity shares of
Herbertsons Ltd. with effect from the under mentioned date.
RECORD DATE
27/10/2006
PURPOSE
The Scheme of Amalgamation of Herbertsons Ltd. with McDowell & Company Ltd.: -
McDowell & Company Ltd. will issue and allot to the shareholders of Herbertsons Ltd. in the ratio of TWO fully paid equity shares of Rs.10/- each of McDowell & Company Ltd. for every THREE Equity Shares of Rs.10/- each fully paid up held in Herbertsons Ltd.
NO DEALINGS FROM 18/10/2006 DR-142/2006-2007
Trading Members of the Exchange are requested to take note of it.
(As Per BSE Notice Dated on 11/10/2006) | | Powered by Capital Market - Live News |
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