(29-Jan-2007 Hours IST)
GVK Power & Infrastructure Ltd has informed BSE that the Board of Directors of the Company at its meeting held on January 28, 2007, has considered & approved the proposal to amalgamate Bowstring Projects & Investments Pvt Ltd ("BPIPL") and Green Garden Horticulture Pvt Ltd ("GGHPL") into the Company in terms of a scheme of amalgamation under section 391 - 394 of the Companies Act, 1956 (the "Act"). (BPIPL and GGHPL are hereinafter collectively referred to as the "Transferor Companies"). The proposed scheme of amalgamation provides that the merger will take effect from the appointed date i.e. April 01, 2006 or such other date as may be mutually agreed by the Board of Directors of the above Transferor Companies and the Company after all the necessary and applicable approvals are obtained and the Scheme of Amalgamation sanctioned by the Delhi High Court, is filed with the concerned Registrar of Companies. The Board of Directors of the Company also approved the respective share entitlement ratio in the following members: For members of BPIPL - 133 equity shares in the Company of Rs 10/- each credited as fully paid-up for every 4 equity shares of Rs 10/- each credited as fully paid-up held by such member in BPIPL. For members of GGHPL - 153 equity shares in the Company of Rs 10/- each credited as fully paid-up for every 4 equity shares of Rs 10/- each credited as fully paid-up held by such member in GGHPL. The above is subject to requisite approvals including those of Stock Exchanges under the Listing Agreement, shareholders, creditors, any regulatory authorities and sanction of the scheme of amalgamation in terms thereof by the Hon'ble Delhi High Court. Further the Company has informed that, in the aforesaid Meeting of the Board of Directors of the Company, the proposal to issue and allot equity shares in the Company to members of GVK Industries Ltd ("GVKIL"), other than the Company itself, in consideration for the transfer and vesting in the Company of the equity shares held by such members in GVKIL in terms of a scheme of arrangement under section 391 of the Act was also considered and approved. The Company presently holds 53.96% of the issued, subscribed and paid-up equity share capital of GVKIL. The proposed scheme of arrangement provides that the transfer and vesting of the equity shares of GVKIL, other than those held by the Company itself, will take effect on the Record Date, which has been defined in the scheme of arrangement as the fifteenth business day from the date on which the scheme of arrangement takes effect, i.e. after all the necessary and applicable approvals are obtained and the Scheme of Amalgamation sanctioned by the relevant High Courts, is filed with the concerned Registrar of Companies. The coming into effect of the scheme of arrangement is also conditional upon the coming into effect of the scheme of amalgamation between BPIPL, GGHPL and the Company referred to above,and issue of equity shares in the Company to the respective members of BPIPL and GGHPL, in terms thereof. The Board of Directors of the Company also approved the share entitlement ratio of the members of GVKIL (other tanthe Company) in the following manner: 3 equity shares in the Company of Rs 10/- each creditedas fully paid-up for every 40 equity shares of Rs 10/- each credited as fully paid-up held by such member in GVKIL on the Record Date. The above is subject to requisite approvals including those of Stock Exchanges under the Listing Agreement, shareholders, any regulatory authorities and sanction of the scheme of amalgamation in terms thereof by the Hon'ble Delhi High Court and the Hon'ble High Court of Andhr Pradesh. The scheme of amalgamation and the scheme of arrangement as finalized will be filed separately with the Stock Exchange. GVK Power & Infrastructure Ltd has informed BSE that the equity shareholders of the Company at their Court Convened Meeting held on May 03, 2007, have unanimously approved the Scheme of Amalgamation between M/s. Bowstring Projects & Investments Pvt Ltd (First transferor Company) and M/s. Green Garden Horticulture Pvt Ltd (Second transferor Company) with the Company (Transferee Company) and their respective Shareholders and Creditors. Further the Company has informed that the equity shareholders of the Company at their Court Convened Meeting held on May 03, 2007, have unanimously approved the Scheme of Arrangement amongst M/s. GVK Industries Ltd and the Company and their respective Shareholders. (As Per BSE Announcement Website Dated on 09/05/2007) GVK Power & Infrastructure Ltd has informed BSE that the Hon'ble High Court of Delhi at New Delhi, vide its order dated September 03, 2007 has approved the Scheme of Amalgamation of Bowstring Projects & Investments Pvt Ltd (First Transferor Company), Green Garden Horticulture Pvt Ltd (Second Transferor Company) with the Company (Transferee Company) and their respective Shareholders and Creditors. Certified copy of the said order has been received and the same has been duly filed by the respective companies with the Registrar of Companies, NCT Delhi and Haryana on October 11, 2007. The Appointed Date as approved in the Scheme is April 01, 2006. (As Per BSE Announcement Website Dated on 11/10/2007) Gvk Power & Infrastructure Limited has informed the Exchange that: "In terms of the Scheme of Amalgamation as approved by the Hon'ble High Court of Delhi, the Share Allotment & Transfer Committee of our company at its meeting held on 17-10-2007 has allotted 6,65,00,000 Equity Shares of Rs.10/- each to the shareholders of Bowstring Projects & Investments Private Limited (First Transferor Company) and 38,25,000 Equity Shares of Rs.10/- each to the shareholders of Green Garden Horticulture Private Limited (Second Transferor Company) as per the share exchange ratio of 133:4 and 153:4 respectively, aggregating to 7,03,25,000 Equity Shares of Rs.10/- each". (As per NSE Bulletin dated on 18/10/2007) Trading members of the Exchange are hereby informed that the under mentioned new securities of GVK Power & Infrastructure Limited (Scrip Code: 532708, ISIN No: INE251H01016) are listed and permitted for trading on the Exchange with effect from Monday, November 5, 2007. Securities 7,03,25,000* Equity Shares of Rs.10/- each issued to the shareholders of erstwhile Bowstring Projects & Investments Private Limited and Green Garden Horticulture Private Limited pursuant to Scheme of Amalgamation of the Company. Dist. Nos. 61213676 to 131538675 * These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that above Equity shares are issued in dematerialized form and are under lock-in upto 6-11-2010. 3. The brief particulars of the Scheme of Amalgamation are as mentioned below: a. The Scheme of Amalgamation of the company was approved by the Hon'ble High Court of Delhi vide its order dated September 03, 2007. b. Appointed Date: April 01, 2006 c. Effective Date: October 11, 2007 d. Date of Allotment: October 17, 2007 e. Exchange Ratio - For every 4 (four) fully paid up equity shares of Rs.10/- each held in erstwhile Bowstring Projects & Investments Private Limited, 133 (One hundred thirty three) fully paid up Equity share of Rs.10/- each of the company has been issued. For every 4 (four) fully paid up equity shares of Rs.10/- each held in erstwhile Green Garden Horticulture Private Limited, 153 (One hundred fifty three) fully paid up Equity share of Rs.10/- each of the company has been issued. 4. The company's financial year ends on 31st March. (As per BSE Notice dated on 02/11/2007)
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