(22-Feb-2010 Hours IST)
Zuari Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 22, 2010 has considered and approved, the scheme of amalgamation of Gobind Sugar Mills Ltd. with Zuari Industries Ltd. under the provisions of Sections 391 to 394 of the Companies Act, 1956. The amalgamation shall be subject to the approval of the shareholders and sanction of the Scheme of Amalgamation by the Hon'ble High Court of Bombay at Goa. The amalgamation shall also be subject to the approval of shareholders of Gobind Sugar Mills Ltd. and sanction of the Scheme of Amalgamation by the Hon'ble High Court of Calcutta. The appointed date of the amalgamation is April 01, 2009. Upon completion of the amalgamation, the shareholders of Gobind Sugar Milts Ltd. will receive 1 (one) Fully paid equity share of Rs. 10 each of Zuari Industries Ltd. for every 1 (one) fully paid equity shares of Rs. 10 each of Gobind Sugar Mills Ltd. held by them, on record date to be fixed y Zuari Industries Ltd. Zuari Industries Ltd has informed BSE that the Equity Shareholders of the Company at its Court Convened Meeting held on April 26, 2010, have approved with requisite majority, the Scheme of Arrangement and Amalgamation under section 391 to 394 of the Companies Act, 1956, between Gobind Sugar Mills Ltd. and Zuari Industries Ltd. (As Per BSE Announcement Website dated on 27.04.2010) Zuari Industries Ltd has submitted to BSE the proceedings of the Court Convened Meeting of the equity shareholders of the Company to approve the Amalgamation of Gobind Sugar Mills Ltd. with Zuari Industries Ltd. (As Per BSE Announcement Dated on 28/04/2010) With reference to the earlier announcement dated February 22, 2010 about the approval by its board of directors ('Board') of a scheme of amalgamation ('Scheme') of Gobind Sugar Mills Ltd ('GSML'), with and into the Company under Sections 391 to 394 of the Companies Act, 1956 . The effectiveness of the Scheme was inter-alia subject to the sanction of the Hon'ble High Court of Bombay at Goa and the Hon'ble Calcutta High Court, Zuari Industries Ltd has now informed BSE that at a meeting of the Board of the Company was held on April 14, 2011, to consider and discuss several matters including to generally consider the status of the Scheme. The Board while discussing the status of the Scheme pending before the Hon'ble High Court of Bombay at Goa, discussed the developments in the sugar and fertilizer industries in India and decided to consider the option and validity of withdrawal of the Scheme if the Board is so inclined and sought legal advice in relation to the same during the course of the meeting. On receipt of the legal advice before the meeting had concluded, the Board has decided to withdraw the petition pending before the Hon'ble High Court of Bombay at Goa for sanction of the Scheme. The decision to withdraw the Scheme has been taken by the Board in view: (i) the change in circumstances and business environment in light of subsequent deregulation of the Company; fertilizer business, and (ii) uncertainty resulting from considerable delay of more than a year in sanction of the Scheme and risk of litigation due to pending objections to the Scheme before the Hon'ble High Court of Bombay at Goa. The proposed objectives and rationale for undertaking the Scheme are therefore no longer valid and the synergies sought to be realized pursuant to the Scheme are no longer envisaged by the Company. With reference to the earlier announcement dated April 15, 2011, regarding the decision of its Board of Directors to withdraw the scheme of amalgamation ('Scheme') of Gobind Sugar Mills Ltd ('GSML') with and into the Company from the Hon'ble High Court of Bombay at Goa, Zuari Industries Ltd has now informed BSE that the Company has been informed by its advocate on record in Goa that the Company's application for withdrawal of the Scheme has been allowed by the Hon'ble High Court and an order to that effect has been passed by the Hon'ble High Court on April 15, 2011. the Company is still to receive a formal copy of the order of the Hon'ble High Court of Bombay at Goa, allowing the withdrawal of the Scheme. (As Per BSE Announcement Website dated on 15.04.2011)
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