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| Exchange Disseminated Time | Rane (Madras) Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 28, 2013, have considered and approved a proposal for the amalgamation of Rane Diecast Limited (“RDL” or “the transferor company”) with Rane (Madras) Limited (“RML" or “the Company” or “the transferee company) and their respective shareholders.
The proposal would be implemented by a Scheme of Amalgamation (‘the Scheme") under the provisions of Section 391-394 of the Companies Act, 1956, which provides for:
(i) Amalgamation of Rane Diecast Limited having its registered office at “Maithri”, No. 132, Cathedral Road, Chennai - 600 086, Tamil Nadu with Rane (Madras) Limited having its registered office at “Maithri”, No.132, Cathedral Road, Chennai - 600 086, Tamil Nadu;
(ii) In consideration for the transfer of and vesting of assets and liabilities of RDL as above, RML would issue:
a. 1 (one) fully paid up equity share of Rs.10/- (Rupees Ten only) each of the Transferee Company for every 30 (thirty) fully paid-up equity shares of Rs. 10/-(Rupees Ten Only) each, held by the shareholders in Transferor Company.
b. 82,32,164 fully paid-up 6.74% Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each of the Transferee Company against 60,00,000 fully paid-up 9.25% Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) each, held by the shareholders in Transferor Company.
(iii) Post amalgamation, the shares of Rane (Madras) Limited would continue to be listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited;
The above proposal is subject to satisfaction of various conditions, including obtaining necessary approvals from the shareholders, creditors and regulatory authorities including Securities-and Exchange Board of India (SEBI), Stock Exchanges under the Listing Agreement, and sanction of the Scheme by the High Court of Judicature at Madras.
The Company has issued a copy of the press release being issued in connection with the above proposal. |
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