(24-Aug-2015 Hours IST)
Asian Granito India Ltd has informed BSE regarding Outcome of Board Meeting held on August 24, 2015. Asian Granito India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 24, 2015, has approved the Scheme of Amalgamation of Artistique Ceramics Private Limited with Asian Granito India Limited and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act, 1956 or corresponding provisions of the Companies Act, 2013 and shall include any statutory modifications, reenactment or amendments thereof. This Scheme (as defined hereinafter) envisages the amalgamation of Artistique into AGL, resulting in consolidation of the business and strengthening the position of the merged entity, by enabling it to harness and optimize the synergies of the two companies. The proposed amalgamation of Artistique into AGL is in line with the global trends to achieve size, scale, integration and greater financial strength and flexibility and in the interests of maximizing shareholder value. The merged entity is likely to achieve higher long-term financial returns that could not be achieved by the companies individually. The exchange ratio of shares of the Transferor Companies and the Transferee Company have been fixed on the basis of the Valuation Reports prepared by Independent Chartered Accountant. Shareholders of Artistique Ceramics Private Limited will get 157 equity shares of Asian Granito India Limited of Rs. 10 each fully paid up for every 100 equity shares held by them. The Company has also obtained a fairness opinion' on share exchange ratio from Category one Merchant Banker. The Share Exchange Ratio of 157 (One hundred and fifty seven) equity shares of face value of Rs. 10 (Rupees ten only) each, fully paid up of the Company to be issued and allotted to the equity shareholders of Artistique, for every 100 (One hundred) equity share of Rs. 10 (Rupees ten only) each, fully paid up, held by them in Artistique, as set out in the Scheme, be and is hereby approved. The exchange ratio decided by the Appointed Date for the Scheme would be July 01, 2015; The Scheme shall be conditional upon and subject to: - Shareholder approval of both the companies; - Creditor's approval of both the companies; - Applicable approvals from Stock Exchange and Securities and Exchange Board of India; - The requisite consent, approval or permission of the Central Government or any Government Authorities which by law may be necessary for the implementation of this Scheme; and - Approval by all the jurisdictional High Courts Company has been advised by Deloitte Haskins St Sells LLP for this transaction. (As Per BSE Announcement Dated on 24.08.2015) Asian Granito India Ltd has informed BSE that the Company has organized a conference call for analysts and investors, on September 10, 2015 at 12.00 p.m., to discuss Scheme of Amalgamation between Artistique Ceramics Private Limited ('Transferor Company') with Asian Granito lndia Limited ('Transferee Company' or .,AGL'). The Company hereby submit presentation circulated to analysts for public dissemination. The presentation will be uploaded on the website of the Company www.aglasiangranito.com. (As Per BSE Announcement Dated on 10.09.2015) Asian Granito India Ltd has informed BSE that the Company has received No-Objection' in the matter of Scheme of Amalgamation of Artistique Ceramics Private Limited (Transferor Company) into Asian Granito India Limited (Transferee Company) and their respective shareholders and creditors. The Company will now proceed with submitting the Scheme before the Hon'ble High Court. (As per BSE Announcement dated on 16.1.2016) Asian Granito India Ltd has informed BSE regarding the details of Voting results of Court Convened Meeting of Equity Shareholders of the Company held on March 18, 2016, under Regulation 44(3) of SEBI (LODR) Regulations, 2015. (As per BSE Announcement dated 22.03.2016) Asian Granito India Ltd has informed BSE that Hon'ble High Court of Gujarat vide its Order dated June 16, 2016 has sanctioned the Scheme of Amalgamation of Artistique Ceramics Private Limited with Asian Granito India and their respective shareholders and creditors. The above is in continuation to the earlier communication dated August 24, 2015 intimating the approval of the said Scheme of Amalgamation by the Board of Directors of the Company in its meeting held on August 24, 2015. (As per BSE Announcement dated on 20.06.2016) Asian Granito India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 25, 2016 (End time: 12:00 noon) has approved the following: 1. The Board has approved Allotment of 75,04,905 fully paid up Equity Shares of Rs. 10/- (Rupees Ten only) each pursuant to approved Scheme of Arrangement in nature of Amalgamation by Hon'ble High Court of Gujarat between Artistique Ceramics Private Limited and Asian Granito India Limited and their respective shareholders and creditors. 2. The Board has also approved the change in object clause pursuant to the approved Scheme of Amalgamation. (As per BSE Announcement dated on 25/07/2016)
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