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| Exchange Disseminated Time | Kalyani Steels Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 03, 2009, have considered and approved the Composite Scheme of Arrangement under Sections 391 to 394 read with Sections 100 to 103 and other relevant provisions of the Companies Act, 1956, for demerger of the Investment Division of Kalyani Steels Ltd ("Demerged Company") into Kalyani Investment Company Ltd ("Resulting Company"), and amalgamation of Chakrapani Investments & Trades Ltd ("Chakrapani") and Surajmukhi Investment & Finance Ltd ("Surajmukhi") and Gladiolla Investments Ltd ("Gladiolla") ("Chakrapani, Surajmukhi and Gladiolla collectively referred as "Transferor / Amalgamating Companies") with Kalyani Investment Company Ltd and reduction of Equity Share Capital of Kalyani Steels Ltd, respectively.
The Amalgamating Companies are at present, wholly owned subsidiaries of Kalyani Steels Ltd. The Resulting Company is also, at present, a wholly owned indirect subsidiary of Kalyani Steels Ltd
The salient features of the proposed Scheme are as under:
(1) Appointed Date for the Scheme is October 01, 2009.
(2) The Scheme provides for demerger of Investment Division of Kalyani Steels Ltd into Kalyani Investment Company Ltd, amalgamation of "Chakrapani". "Surajmukhi" and "Gladiolla" with Kalyani Investment Company Ltd and reduction of Equity Share Capital of Kalyani Steels Ltd.
(3) Share Exchange Ratio : As per the terms of the Shareholders of Kalyani Steels Ltd will receive 1 (One) Equity Share of the face value of Rs 10/- each credited as fully paid up in Kalyani Investment Company Ltd, for every 10 (Ten) Equity Shares of face value of Rs. 10/- held by them in Kalyani Steels Ltd.
(4) The present paid up share capital of Kalyani Steels Ltd of Rs. 436,530,800/- represented by 43,653,060 Equity Shares of Rs. 10/- each shall be reduced to Rs 218,265,300 represented by 43,653,060 Equity Shares of Rs. 5/- each.
(5) Upon issue of new Equity Shares by Kalyani Investment Company Ltd as per Share Exchange Ratio mentioned above, the Shareholding Pattern of Kalyani Investment Company Ltd, will be same as of Kalyani Steels Ltd on the Record Date. The Equity Shareholders of Kalyani Steels Ltd will continue to remain its shareholders as also become shareholders of Kalyani Investment Company Ltd.
(6) The Scheme also provides for listing of Equity Shares of Kalyani Investment Company Ltd on National Stock Exchange of India Ltd, Bombay Stock Exchange Ltd and Pune Stock Exchange Ltd.
(7) Advisors to the Scheme am as follows:
- Exchange Ratio : Confirmed by Dalal & Shah, Chartered Accountants
- Fairness Opinion : Issued by Enam Securities Pvt Ltd
- Legal Advisors : Hemant Sethi & Co, Advocate Bombay High Court
The Scheme is subject to consents, approvals or permissions of the shareholders and creditors of Kalyani Steels Limited, Kalyani Investment Company Ltd and the Amalgamating Companies; statutory, regulatory or judicial authorities, which by law may be necessary for implementation of the Scheme. |
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