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| Exchange Disseminated Time 01/04/2016 18:26:06 | Vinaditya Trading Company Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 01, 2016, has discussed the under mentioned matter: -
1. Board has considered and taken on record the Valuation report prepared by M/s A. W. KETKAR Independent Chartered Accountant appointed for Valuation of the Company in view of bonus shares issued by the Company on October 19, 2015.
2. The Board of Directors of the Company has considered the report of Audit Committee and approved the proposal for Amalgamation of M/s Flomic Freight Services Pvt. Ltd (Transferor Company) with M/s Vinaditya Trading Co Ltd (Transferee) as recommended by the audit committee in terms of a Scheme of Amalgamation under Sections 391-394 and other applicable provisions of the Companies Act, 1956 (Companies Act 2013 to the extent applicable) in view of bonus shares issued by the Company on October 19, 2015:
The salient features of the Scheme are as follows:-
a. The appointed date of the scheme would be April 01, 2016;
b. The entire undertaking of the Transferor Company would be transferred to Vinaditya Trading Company as a going concern together with all assets and liabilities of the Company;
c. In amalgamation, Vinaditya Trading Co Ltd will issue shares to the shareholders of the Transferor Company in the following swap ratio recommended by the independent valuer, M/s A. W. KETKAR, Chartered Accountant as under;
534 fully paid-up equity shares of Rs. 10/- each of Vinaditya Trading Co Ltd for every 1 fully paid-up equity share of Rs. 100/- each of Flomic Freight Services Pvt. Ltd.
d. Intensive Fiscal Services Pvt Ltd, Merchant Banker has issued fairness opinion on the Valuation Report and on swap ratio as referred above.
3. The Scheme will be filed with the Stock Exchange, where the shares of the Company are listed, as per SEBI Circular Nos. dated February 04, 2013 and dated May 27, 2013 for receiving their comments to the Scheme. The Scheme is also subject to other statutory approvals including sanction of the Hon'ble High Court of Bombay.
4. Board has considered and taken on record the Fairness opinion prepared by the Merchant Banker for the above said Scheme of Amalgamation and for Valuation of the Company.
5. Board has appointed Advocate as authorized representative of the Company for the said matter of proposed Amalgamation.
6. Board has given its consent to fix the Bombay Stock Exchange as Designated Stock Exchange for communicating with Securities and Exchange Board of India (SEBI) with regard to proposed Scheme of Amalgamation and to get the Observation of SEBI in this regard.
7. Board has also authorised Mr. Satyaprakash S. Pathak, Whole Time Director and Chief Financial Officer or Company Secretary to represent or to affirm or to execute various documents or affidavits before the court of law and to seek approvals of various approvals required for the effectiveness of the proposed amalgamation on behalf of the Company with respect to the amalgamation of M/s Flomic Freight Services Private Limited (Transferor Company) with Vinaditya Trading Company Limited (Transferee Company).
8. Board has appointed Mr. Ravikumar Bogham as Company Secretary of the Company with effect from March 12, 2016 in terms of Section 203 of Companies Act, 2013.
9. Board has considered the resignation of Mr. Prabhu Chettiyar from the post of Company Secretary of the Company; same was taken on record by Board of the Company. |
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