(10-Sep-2010 Hours IST)
BASF India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 09, 2010 has approved the Scheme of Amalgamation of BASF Coatings (India) Pvt. Ltd., BASF Construction Chemicals (India) Pvt. Ltd. and BASF Polyurethanes India Ltd., being the Transferor Companies with BASF India Ltd., the Transferee Company ('the Scheme'). The appointed date for this purpose has been fixed as April 01, 2010. The share exchange ratio has been determined by independent valuers viz,, Ernst & Young Pvt. Ltd. and Deloitte Touche Tohmatsu India Pvt. Ltd. The exchange ratio has been determined at 1 (One) equity share of BASF India Ltd. of Rs. 10/- each fully paid for every 60 (Sixty) equity shares of BASF Coatings (India) Pvt. Ltd. of Rs. 10/- each fully paid and 10 (Ten) equity shares of BASF India Ltd. of Rs. 10/- each fully paid for every 13 (Thirteen) equity shares of BASF Construction Chemicals (India) Pvt. Ltd. of Rs. 10/- each fully paid. The amalgamation is subject to requisite approvals and sanctions as may be necessary. With reference to the earlier announcement dated September 10, 2010 wherein the Board of BASF India Ltd. (BIL) has approved the Scheme of Amalgamation (Scheme) and also share exchange ratio, determined by the independent valuers viz., Ernst & Young and Deloitte, subject to the approval of shareholders and High Court of Bombay, BASF India Ltd has now informed BSE that the issued, subscribed and paid up capital of BASF Coatings (India) Pvt. Ltd. (BCIN) is Rs. 37,17,54,000/-comprising of 3,71,75,400 equity shares of Rs. 10/- each, fully paid. Further, the issued, subscribed and paid up capital of BASF Construction Chemicals (India) Pvt. Ltd. (BCCIPL) is Rs. 2,46,48,850/- comprising of 24,64,885 equity shares of Rs. 10/- each, fully paid. Accordingly, based on the share exchange ratio as determined by the above two independent valuers and as approved by the Board, it is expected that BIL will issue 25,15,653 equity shares of Rs. 10/- each fully paid to the shareholders of BCIN & BCCIPL. Consequently, the issued share capital of BIL will increase from Rs. 40,76,99,870/- comprising of 4,07,69,987 equity shares of Rs. 10/- each to 43,28,56,400/- comprising of 4,32,85,640 equity shares of Rs. 10/- each. As BPIL is a wholly owned subsidiary of BIL, equity shares held by BIL in BPIL will stand cancelled. Pursuant to the said issue of shares, shareholding of BASF Group will increase from 71.69% to 73.33%. (As Per BSE Announcement Website dated on 15.09.2010) BASF India Ltd has informed BSE that the Equity Shareholders of the Company, at its Court Convened Meeting held on November 03, 2010, has approved the Scheme of Amalgamation of BASF Coatings (India) Pvt. Ltd, Transferor Company No.1, BASF Construction Chemicals (India) Pvt. Ltd, Transferor company No.2, and BASF Polyurethanes India Limited, Transferor Company No.3 with BASF India Ltd, Transferee Company, with requisite majority. (As Per BSE Announcement Dated on 04.10.2010) BASF India Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay has sanctioned the Scheme of Amalgamation of BASF Coatings (India) Private Limited, BASF Construction Chemicals (India) Private Limited and BASF Polyurethanes India Limited ('the Transferor Companies') with BASF India Limited ('the Transferee Company'). The Company have filed the certified copy of the said High Court Order alongwith the Scheme of Amalgamation with the Registrar of Companies, Mumbai, on January 24, 2011 and accordingly the Scheme has become effective as on January 24, 2011. Consequently all the Transferor Companies stands dissolved without winding-up. (As Per BSE Announcement Dated on 25.01.2011)
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