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| Exchange Disseminated Time | Asian Hotels (East) Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 26, 2012, has approved the proposal for the amalgamation of Forex Finance Private Limited (the Transferor Company), Kolkata with the Company (the Transferee Company) w.e.f. April 01, 2012 being the Appointed Date.
Forex Finance Private Limited is an Investment Company and also the Promoter Body Corporate and holds 31,27,072 nos. of equity shares constituting 27.33% of the equity share capital of the Company.
At the meeting, the Board has also approved the Advisory Report, submitted by M/s. S. S. Kothari Mehta & Co., Chartered Accountants (SSKM), Merger Adviser on merger of the Transferor Company into the Transferee Company, dealing and providing therein share exchange ratio and fairness opinion in respect of amalgamation. Further, the Board has approved the Scheme of Amalgamation under Sections 391 & 394 of the Companies Act, 1956, submitted by M/s. Khaitan & Co., Advocates, Legal Adviser.
The swap ratio has been fixed at 1:14 and as such in consideration of the amalgamation, the Transferee Company will issue and allot to the shareholders of the Transferor Company, 1 (One) equity share of Rs. 10/- each credited as fully paid up in the Transferee Company for every 14 (Fourteen) equity shares of Rs. 10/- each fully paid-up held by them in the capital of the Transferor Company. Consequent to the amalgamation, the promoters’ holding in the Company will go up from 59.07% to 59.38%.
The Scheme is subject to and conditional upon approval of shareholders and sanction of the Hon'ble High Court at Calcutta pursuant to Section 391 of the Companies Act, 1956, stock exchange, and other statutory and regulatory authorities. Accordingly, the Scheme although operative from the Appointed Date shall come into effect on the Effective Date, being the date or last of the dates on which certified copies of the orders sanctioning the Scheme are filed by the Transferor Company and the Transferee Company with the Registrar of Companies, West Bengal.
The Board at the meeting has also ratified the appointments of M/s. S. S. Kothari Mehta & Co., Chartered Accountants (SSKM) as Merger Adviser and M/s. Khaitan& Co., Advocates as Legal Adviser.
Further, the Board at its meeting held November 26, 2012, has also decided to form/incorporate a Wholly Owned Subsidiary (WOS) of the Company outside India as part of its global expansion strategy. Details of such WOS will be intimated in due course. |
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