This is to inform you that the Board of Directors of the Company, at its meeting held today, the 5th of March, 2020, has upon consideration of the recommendations of Audit Committee, inter alia, approved the Scheme of Arrangement for Demerger under Sections 230 to 232 of the Companies Act, 2013 between Oriental Sales Agencies (India) Private Limited ('Demerged Company') and the Company ('Resulting Company') and their respective shareholders.
The said Scheme of Arrangement for Demerger is subject to necessary statutory and regulatory approvals including the approval of the Securities and Exchange Board of India (SEBI), Stock Exchanges, Hon'ble NCLT, respective shareholders and creditors, if any, of each of the companies involved in the Scheme.
The disclosures in respect of the aforesaid Scheme of Arrangement for Demerger as required under Reg 30 of the SEBI (LODR) Regulations, 2015 read with Circular No. CIR/CFD/CMD/4/2015 dated 9th Sep, 2015 are enclosed as Annexure 1.
In furtherance to our Letter dated 1st February, 2021 with regards to the Scheme of Arrangement between the Company and Oriental Sales Agencies (India) Pvt Ltd and their respective shareholders and creditors and in terms of the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended from time to time, please find enclosed herewith the following:
1. Applicable information of the Oriental Sales Agencies (India) Pvt Ltd in format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India ICDR Regulations, 2018.
2. Certificate from Narnolia Financial Advisors Limited, a SEBI registered Category I Merchant Banker certifying the accuracy and adequacy of the abridged prospectus as above.
You are requested to kindly upload the same on your website as required by the above-mentioned SEBI Circular.
(As per BSE Announcement Dated on 1/2/2021)
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform that the Hon''ble National Company Law Tribunal, Kolkata Bench ('NCLT') has, today, 10th August, 2021, pronounced the Order sanctioning the Scheme of Arrangement for Demerger of Real Estate Undertaking of Oriental Sales Agencies (India) Private Limited (OSAPL) between the Company and OSAPL, which may please be noted.
Certified copy of Order from NCLT is awaited.
(As Per BSE Announcement dated on 10.08.2021)
In furtherance to our letter dated 10th August, 2021, we would like to inform that the National Company Law Tribunal, Kolkata Bench ('NCLT') has, today, 31st August, 2021, issued Certified Copy of the Order sanctioning the Scheme of Arrangement between Oriental Sales Agencies (India) Private Limited ('Oriental') and the Company ('Scheme').
This is further to inform that the Company and Oriental, have both filed the Certified Copy of the NCLT Order sanctioning the Scheme with the Registrar of Companies today, that is, on 31st August, 2021 ('Effective Date'). The captioned Scheme has become operative accordingly on filing of the Order copies on the said Effective Date, as aforesaid. A copy of the NCLT Order is enclosed herewith for your reference.
In terms of the said Scheme, the Company will issue and allot 2.83 fully paid-up equity shares of the face value of INR 2/- each, to those members of Oriental whose names appear in the register of members of Oriental as on the record date.
(As Per BSE Announcement Dated on 31.08.2021)
This is to inform you that Board of Directors of the Company, at its meeting held today, 06/09/2021, have approved the following
1.Audited Standalone & Consolidated Financial Results for the Quarter and Financial Year ended 31/03/2021, incorporating the impact of Scheme of Arrangement between Oriental Sales Agencies (India) Private Limited &the Company, which has become effective on 31/08/2021 consequent upon filing of Certified Copy of Order of Hon''ble NCLT, Kolkata Bench, with the ROC, West Bengal. The said Results are enclosed along with Audit Reports of Statutory Auditors, in compliance with Reg 33 of the SEBI LODR & a declaration with respect to the Audit Reports with unmodified opinion.
2. 14/09/2021, as the Record Date of Oriental for the purpose of issue and allotment of equity shares of the Company to shareholders of the said Oriental, pursuant to Scheme becoming effective
(As Per BSE Announcement dated on 06.09.2021)
We enclose herewith the newspaper advertisement of the Audited Financial Results for the 4th quarter and year ended 31st March, 2021, as published in the following newspapers today, i.e. 8th September, 2021:
1. 'Business Standard' (English)
2. 'Aajkal' (Bengali)
This is for your information and record.
With reference to the above cited subject and in furtherance to our letters dated 10th August, 2021, 31st August, 2021 and 6th September, 2021, we would like to inform you that a meeting of the Demerger Committee of the Board of Directors of the Company is scheduled to be held on Wednesday, 15th September, 2021 at registered office of the Company, to consider and approve allotment of equity shares of the face value of INR 2/- each of the Company, to those members of Oriental Sales Agencies (India) Private Limited ('Oriental'), whose names appear in the register of members of Oriental as on the Record Date, that is, 14th September, 2021, pursuant to the Scheme of Arrangement between Oriental and the Company.
We further inform that the Trading Window of the Company for dealing in securities of the Company shall remain closed from 8th September, 2021 and the same will remain closed till 48 hours after the conclusion of the aforesaid meeting.
(As per BSE Announcement Dated on 8/9/2021)
Further to our letter dated 08/09/2021 and pursuant to Reg 30 of the SEBI LODR Regulations, 2015, we wish to inform that, Demerger Committee at its meeting held today - 15/09/2021, have approved allotment of 99,05,000 fully paid up equity shares of Rs.2 each of the Company to eligible shareholders of Oriental Sales Agencies (India) Private Limited ('Oriental'), pursuant to approval of Scheme of Arrangement, in accordance with the approved ratio of 2.83:1 i.e. 2.83 equity Shares of Rs.2 each to those members of Oriental whose names appeared in register of members of Oriental as on the record date- 14/09/2021.
The Company is in the process of filing listing applications with the Stock Exchanges and the aforesaid equity shares will be credited to the respective demat accounts of the eligible shareholders of Oriental, as eligible shareholders are already maintaining demat accounts.
It is further intimated that the Demerger Committee meeting commenced at 3.30 PM and concluded at 4.00 PM.
(As Per BSE Announcement Dated 15.09.2021) | Powered by Capital Market - Live News |
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