(07-May-2007 Hours IST)
Solar Explosives Ltd has informed BSE that the Board of Directors of the Company vide circular resolution dated May 07, 2007 have given their consent to prepare the draft scheme of amalgamation between Solar Capitals Ltd (Transferor Company) (Fully owned subsidiary of the Company) with the Company (Transferee Company) and also to prepare the draft scheme of amalgamation between other subsidiaries of the Company i.e. Solar Components (p) Ltd (Transferor Company) with Economic Explosives Ltd (Transferee Company). Solar Explosives Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 27, 2007, Further the Company has informed that, the Board has approved the Scheme of Merger between Solar Capitals Ltd and the Company & also between Solar Components Pvt Ltd and Economic Explosives Ltd. (As Per BSE Announcement Website Dated on 27/06/2007) Solar Explosives Ltd has informed BSE that the Hon'ble High court of Judicature at Bombay, Nagpur Bench Nagpur has vide its Order dated July 18, 2008 sanctioned the scheme Amalgamation of Solar Capitals Ltd (SCL) and Solar Industries Ltd (SIL) (the Transferor Companies) with the Company. Certified Copies of the Orders, which were received by SCL and SIL from the High court of Judicature at Bombay, Nagpur Bench, Nagpur have been filed with the Registrar of Companies (ROC), Maharashtra Mumbai on August 14, 2008. Accordingly, the Scheme has now become effective. - Since the Transferor Companies were wholly owned subsidiaries, dispensation for filing separate Company application and Company petition was granted by Hon'ble High court of Judicature at Bombay, Nagpur Bench Nagpur vide its Order dated July 04, 2008 to the Transferee Company. - Upon the Scheme coming into effect, the authorised share capital of the First Transferor Company of Rs 600,00,000 (Rupees six crores) and the Second Transferor Company of Rs 100,00,000 (Rupees one crore) shall stand combined with the authorised share capital of the Transferee Company and on the Scheme coming into effect the authorised share capital of the Transferee Company shall, without any further act, deed or action, stand increased by Rs 700,00,000 (Rupees seven crores) to Rs 27,00,00,000 (Rupees twenty seven crores) divided into 2,70,00,000 (Rupees two crores seventy lakhs) equity shares of Rs 10 (Rupees ten) each. - Since the Transferor Companies were wholly owned subsidiaries, no shares are being issued by the Company (i.e. SEL) under the Scheme as the entire issued, subscribed and paid-up share capital of the Transferor Companies were held by the Company and upon the Scheme becoming effective the said entire holding has stood cancelled. - As per the observation raised by the Regional Director in their Report dated June 18, 2008 and pursuant to the order dated July 04, 2008 for the purpose of change of name of the Transferee Company from "Solar Explosives Ltd" to "Solar Industries Ltd", the Transferee Company has to comply with the statutory provision of Section 21 of the Companies Act, 1956 and file the necessary forms with the Registrar of Companies after payment of necessary ROC fees as applicable. (As per BSE Announcement dated on 20/08/2008)
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