New Delhi, Aug 14 (UNI) Infrastructure major GMR Industries Ltd (GMRIL), the flagship company of the GMR group, today said it will de-merge its Ferro Alloys division into a separate Company -- GMR Ferro Alloys&Industries Ltd.
This was decided by the company's Board of Directors at its meeting held on 12 August, 2006.
The de-merger will be subject to the approval of shareholders of the company, stock exchanges, the Andhra Pradesh High Court and other authorities as may be required, a company statement said.
The Board has approved the adoption of the Valuation Report submitted by M/s Deloitte Haskins and Sells (DHS), which forms the basis for the issue of shares to the members of the demerged company, in exchange for the transfer of the demerged undertaking under the Scheme of Arrangement.
''According to this arrangement, every equity shareholder holding 100 equity shares in the company would be getting 38 equity shares in GMR Ferro Alloys&Industries Ltd, and 62 new equity shares from the company, against cancellation of their existing 100 equity shares in the company'' the statement said.
The same applies to preference shareholders as well.
All the assets and liabilities pertaining to the Ferro division would be transferred to the new company at book value, and in accordance with Section 2(19AA) of the Income Tax 1961 and Sections 391 to 394 of the Companies Act 1956.
The appointed date of the demerger is April 1, 2006.
Besides, GMRIL will also merge Bharat Sugar Mills Ltd (BSML) with the company, in accordance with the provisions of Section 391 to 394 of the Companies Act 1956, and other statutes, subject to approvals from shareholders, stock exchanges, High Court of Andhra Pradesh and other authorities as may be required.
At present, BSML is a subsidiary of the company, which is implementing a project for the construction of an integrated sugar complex with 3,500 tonnes Crushing per Day (TCD) expandable to 5,000 TCD, Cogeneration Power Plant with 24 MW and 45 KLD of Distillery Plant at a cost of Rs 274 crore.
The appointed date of merger is April 1, 2006.
UNI RA PV GC1246
This was decided by the company's Board of Directors at its meeting held on 12 August, 2006.
The de-merger will be subject to the approval of shareholders of the company, stock exchanges, the Andhra Pradesh High Court and other authorities as may be required, a company statement said.
The Board has approved the adoption of the Valuation Report submitted by M/s Deloitte Haskins and Sells (DHS), which forms the basis for the issue of shares to the members of the demerged company, in exchange for the transfer of the demerged undertaking under the Scheme of Arrangement.
''According to this arrangement, every equity shareholder holding 100 equity shares in the company would be getting 38 equity shares in GMR Ferro Alloys&Industries Ltd, and 62 new equity shares from the company, against cancellation of their existing 100 equity shares in the company'' the statement said.
The same applies to preference shareholders as well.
All the assets and liabilities pertaining to the Ferro division would be transferred to the new company at book value, and in accordance with Section 2(19AA) of the Income Tax 1961 and Sections 391 to 394 of the Companies Act 1956.
The appointed date of the demerger is April 1, 2006.
Besides, GMRIL will also merge Bharat Sugar Mills Ltd (BSML) with the company, in accordance with the provisions of Section 391 to 394 of the Companies Act 1956, and other statutes, subject to approvals from shareholders, stock exchanges, High Court of Andhra Pradesh and other authorities as may be required.
At present, BSML is a subsidiary of the company, which is implementing a project for the construction of an integrated sugar complex with 3,500 tonnes Crushing per Day (TCD) expandable to 5,000 TCD, Cogeneration Power Plant with 24 MW and 45 KLD of Distillery Plant at a cost of Rs 274 crore.
The appointed date of merger is April 1, 2006.
UNI RA PV GC1246
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