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| Exchange Disseminated Time | Sutlej Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 22, 2005, has resolved that the Company, subject to the consent of the shareholders and creditors of the Company, undertake a Scheme of Arrangement among the Company, Sutlej Textiles and Industries Ltd (STIL) and their respective shareholders and creditors in accordance with Sections 391-394 of the Companies Act, 1956 (the "Scheme").
The salient features of the proposed scheme are as follows:
1. The scheme provides for the demerger of the Textile Division of the Company and its vesting with STIL with effect from the appointed date. STIL is a company incorporated under the provisions of the Companies Act, 1956. The whole of the issued, subscribed and paid up share capital of STIL is held by the Company and its nominees, accordingly, STIL is a wholly owned subsidiary of the Company.
2. The appointed Date under the Scheme is July 01, 2005.
3. For every 1 (one) equity shares held in the Company as on a Record date to be determined by the Company, an equity shareholder of the Company shall be issued 1 (one) equity share of face value of Rs 10/- each, credited as fully paid-up by STIL at par.
4. The exchange ratio for the demerger has been determined by the Board of directors of the Company based on their independent judgment and taking into consideration the valuation provided by independent valuer M/s N M Raiji & Co. and a fairness opinion provided by M/s Ernst & Young Pvt Ltd on the valuation done by M/s N M Raiji & Co.
5. The fresh equity shares to be issued by STIL in terms of the Scheme shall be subject to all applicable regulations and shall be admitted to trading on the recognized stock exchanges where the equity shares of the Company are admitted to trading as on the date the Scheme becomes effective except in Calcutta Stock Exchange where the Company has already applied for delisting. |
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