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| Exchange Disseminated Time | Vardhaman Spinning & General Mills Ltd has informed BSE that at the meeting of the Board of Directors of the Company held on September 09, 2004, the Board has resolved that the Company undertake a Scheme of Arrangement & Demerger among the Company, Mahavir Spinning Mills Ltd and their respective shareholders and creditors (hereinafter referred to as the "Scheme") under section 391 to 394 of the Companies Act, 1956.
The salient features of the scheme are as follows:
i) Demerger of the textile undertaking of the Company, including all assets and liabilities associated with the undertaking, and its vesting in Mahavir Spinning Mills Ltd
ii) The Appointed Date for the Scheme April 1, 2004.
iii) For every 10 shares held in the Company, each equity shareholder of the Company will be issued 8 shares of face value of Rs 10 each credited as fully paid up in Mahavir Spinning Mills Ltd and shall retain 2 shares of face value of Rs 10 each as fully paid up in the Company. This swap ratio is based on the recommendation of an independent valuer, M/s ICICI Securities.
The Scheme is subject to the approval of the Board of Directors of Mahavir Spinning Mills Ltd, the requisite majority of the shareholders and creditors of the Company and Mahavir Spinning Mills Ltd, the High Court of Punjab and Haryana at Chandigarh, and other statutory or regulatory authorities, which by law may be necessary in connection with the Scheme.
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