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| Exchange Disseminated Time | Orient Press Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 30, 2009, inter alia, have taken the following decisions :
1. To take on record the Rehabilitation Scheme of the Company sanctioned by the BIFR on September 22, 2009 which inter-alia provides the following:
(A) The existing Equity Share Capital of the Company is directed to be reduced by 50% viz, from Rs 615 lacs to Rs 307.50 lacs in terms of Section 18(2) of the SICA without the requirement of complying the provisions of Section 100 to 103 of the Companies Act, 1956 and without complying any SEBI or other Guidelines.
(B) Cancellation of existing Preference Share Capital of Rs 160 lacs including arrears of dividend thereon without the requirement of complying the provisions of Section 100 of the Companies Act, 1956.
(C) Induction of fresh Equity Share Capital of Rs 500 lacs from Promoters / Associates by issue of 50,00,000 Equity Shares of Rs 10/- each at par without the requirement of following the provisions of Section 81(1A), 295, 372A and other applicable provisions of Companies Act, 1956, SEBI Guidelines for Preferential allotment of shares and SEBI Takeover Regulations, 1997, SEBI DIP Guidelines, 2000, SEBI (Central Listing Authority) Regulations 2003 and Ceiling on Promoters holding.
(D) Relief and concessions from Government and other agencies.
2. Decided to reduce Equity Share Capital of the following as under:
Paid up Share Capital of Rs 61,500,000 consisting of 61,50,000 Equity Shares of Rs 10/- each shall be reduced by 50% to Rs 3,07,50,000/- consisting of 61,50,000 Equity Shares of Rs 5/- each and these shares shall stand consolidated into 30,75,000 Equity shares of Rs 10/- each fully paid up.
Resultantly the existing equity shareholder will receive new equity share in the ratio of 1 : 2 i.e. one new equity share of Rs 10/- each fully paid up (post reduction) for every 2 equity shares of Rs 10/- each fully paid up held by them (prior to reduction).
No fractional shares shall be issued by the Company in respect of fractional entitlements, if any, on reduction and cancellation of the equity shares. All fractional entitlements shall be consolidated and allotted to a Director or an officer of the company / other agency, who shall hold the shares in trust on behalf of such shareholders of the Company and these shares shall be sold in the market at the best available price and pay the net sale proceeds, subject to tax, if any (after deduction of expenses incurred in this regard) to the shareholders entitled to the same in proportion to their respective fractional entitlements.
The detailed structure of Paid up Capital of the Company before and after reduction of share capital is as follows
- Before Reduction of Equity Share Capital : Rs 6,15,00,000 consisting of 61,50,000 equity Shares of Rs 10/- each fully paid up.
- After Reduction of Equity Share Capital : Rs 3,07,50,000/- consisting of 30,75,000 equity Shares of Rs 10/- each fully paid up
3. Give effect in the books of Accounts for cancellation of Rs 160 lacs existing Preference Share Capital and arrears of dividend thereon.
4. Allotted new 50,00,000 Equity Shares of Rs 10/- each for cash at par of Rs 500 lacs to the Promoters / Associates of the Company.
5. Give necessary effects for the other relief and concessions approved by Hon'ble BIFR in DRS. |
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