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| Exchange Disseminated Time | Grindwell Norton Ltd has informed BSE that based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on April 19, 2013, has considered and approved the Scheme of Amalgamation ("Scheme") under Sections 391 to 394 of the Companies Act, 1956, envisaging, inter alia, amalgamation of Saint-Gobain Sekurit India Ltd (SGSIL), Saint-Gobain Crystals and Detectors India Ltd (SGCD) and SEPR Refractories India Ltd (SEPR) (collectively Transferor Companies) with Grindwell Norton Ltd (the Company) with the appointed date being April 01, 2013.
The Board of Directors, after due consideration, approved the share exchange ratio as determined by independent valuer M/s. S. R. Batliboi & Co. LLP. The fairness opinion on the valuation is provided by ICICI Securities Ltd, a category-I merchant banker.
The share swap ratio for the proposed scheme has been determined as under:
(i) 1 (one) Equity Share of the face value of Rs. 5/- (Rs. Five) each fully paid-up of the Company for every 17 (Seventeen) Equity Shares of the face value of Rs. 10 (Rs. Ten), each fully paid-up of SGSIL
(ii) 100 (one hundred) Equity Shares of the face value of Rs. 5/- (Rs. Five) each fully paid-up of the Company for every 50 (Fifty) Equity Shares of the face value of Rs. 10/- (Rs. Ten) each, fully paid-up of SGCD
(iii) 100 (one hundred) Equity Shares of the face value of Rs. 5/- (Rs. Five) each fully paid-up of the Company for every 38 (Thirty eight) Equity Shares of the face value of Rs. 10/- (Rs. Ten) each, fully paid-up of the SEPR
The proposed Scheme is however, subject to the requisite approvals of the Board of Directors of the Transferor Companies, respective shareholders / creditors of the Company and the Transferor Companies, other statutory / regulatory authorities in the respective jurisdictions and subject to the sanction / confirmation by the concerned High Courts and / or any other appropriate authority as may be necessary. |
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