Torrent Cables - Outcome of Board Meeting
Torrent Cables Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 05, 2008, has approved amalgamation of the entire business and undertaking of the Company with Torrent Gujarat Biotech Ltd in terms of “a Composite Scheme of Arrangement in the nature of Compromise with the creditors and Reorganisation of capital including Reduction of Capital of Torrent Gujarat Biotech Ltd and Amalgamation of Torrent Cables Ltd with Torrent Gujarat Biotech Ltd with their respective shareholders and creditors under Sections 391 to 394 read with Sections 78 and 100 to 104 of the Companies Act, 1956″ (the “Scheme”).
The proposed Scheme provides that upon its sanction, the merger will take effect from July 01, 2006 (the “Appointed Date”). The Scheme also provides that all assets, liabilities and obligations of the Company will vest in Torrent Gujarat Biotech Ltd with effect from the Appointed Date.
The Scheme also provides for the reorganization of the share capital of Torrent Gujarat Biotech Ltd under Section 100 and other applicable provisions of the Companies act, 1956, if any, by way of reducing the face value of each equity share of Rs 10/- each fully paid up to 1 (one) equity share of Rs 0.25 each fully paid up and simultaneously consolidating 40 (forty) equity shares of Rs 0.25 each fully paid up in to 1 (one) equity share of Rs 10/- each fully paid up pursuant to which the shareholding of the shareholders in Torrent Gujarat Biotech Ltd shall reduce proportionately.
The Scheme also provides for compromise by Torrent Gujarat Biotech Ltd with its creditors by way of settlement of current dues @ 0.50%, whereby the creditors shall forgo the balance dues of 99.50%.
The Scheme also provides for the share exchange ratio of 1 (One) equity share in Torrent Gujarat Biotech Ltd of Rs 10/- each fully paid-up for every 1 (One) equity share of Rs 10/- each fully paid-up in the Company. The shares to be allotted by Torrent Gujarat Biotech Ltd to the shareholders of the Company are after the reduction and consolidation of share capital of Torrent Gujarat Biotech Ltd mentioned above, The share exchange ratio has been approved by the Board of Directors of the Company based on the valuation report provided by independent Valuer, M/s. Dalal and Shah, Chartered Accountants.
All the above are subject to requisite approvals including those of Stock Exchange under Listing Agreement, shareholders, creditors, any regulatory authorities and sanction of the Scheme in terms thereof by the High Court of Gujarat at Ahmedabad.
Tags: Torrent Cables