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| Exchange Disseminated Time | Hindustan Motors Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 09, 2013, has transacted the following:
A. Scheme of Arrangement
Consequent to the issue of circular dated February 04, 2013 by Securities and Exchange Board of India, the Board of Directors of Hindustan Motors Limited ("HML"), based on recommendation of the Audit Committee of Directors after considering the entitlement ratio of shares in consideration of demerger, have reviewed and again approved at their meeting held on February 09, 2013, the Scheme of Arrangement between HML and Hindustan Motor Finance Corporation Limited ("HMFCL") and their respective shareholders providing for demerger of the Chennai Car Plant ("Demerged Undertaking") of HML to HMFCL from April 01, 2012 ("the Appointed Date").
HMFCL is a wholly owned (100%) subsidiary of HML with HML and its nominees holding all the existing Equity Shares issued by HMFCL.
The remaining business and interests of HML will continue to belong to and be managed by HML.
In consideration of the demerger, HMFCL will issue and allot to the shareholders of HML, 1 (one) Equity Share of Rs. 5/- each in HMFCL credited as fully paid up for every 13 (thirteen) Equity Shares of Rs. 5/- each fully paid-up held by them in the capital of HML.
No fractional shares shall be issued by HMFCL in respect of the fractional entitlements, if any, to which the members of HML may be entitled on issue and allotment of Equity Shares in HMFCL as above. Such fractional entitlements shall be consolidated and allotted to officer(s) of HMFCL for sale in the market and the net sale proceeds shall be distributed to the members of HML in proportion to their fractional entitlements.
The Scheme is subject to and conditional upon the requisite approvals being received therefore, including approval of shareholders and sanction of the Hon'ble High Court at Calcutta pursuant to Sections 391 and 394 of the Companies Act, 1956. 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 HML and HMFCL with the Registrar of Companies.
B. Extension of Financial Year
After taking into account the ongoing initiatives, the Board of Directors of the Company at its meeting held on February 09, 2013 also approved the extension of current financial year 2012-13 for a period of three months ending June 30, 2013. |
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