Indian Metals & Ferro Alloys Ltd has informed that the Board of Directors of the Company at its meeting held on May 11, 2009, has considered and approved a Scheme of Arrangement under Section 391 to 394 and any other applicable provisions of the Companies Act, 1956 for acquisition of the Ferro Alloys Division (FAD) of Utkal Manufacturing & Services Ltd (UMSL), one of the associate Company.
The Scheme of Arrangement will provide for the demerger and vesting of the FAD of UMSL into the Company. The acquisition of FAD of UMSL would result into consolidation of Ferro Chrome business under one single entity as well as add strength to the Companys financials.
The salient features of the proposed Scheme are as under: Demerger Appointed Date April 01, 2009;
All the assets and liabilities pertaining to FAD to be transferred and vested into IMFA from the Appointed Date;
As consideration for the demerger, 28 (Twenty Eight) fully paid-up equity share of Rs 10 (Ten) each of the IMFA shall be issued and allotted for every 9 (Nine) fully paid-up equity share of Rs 10 (Ten) each held by the equity shareholders in UMSL;
Demerger to be compliant with Section 2(19 AA) of the Income-tax Act, 1961;
All employees of FAD would become employees of IMFA without any break in their service;
All legal or other proceedings by or against UMSL under any statute relating to FAD shall be continued and enforced by or against IMFA;
All contracts, deeds, etc, in relation to FAD to which UMSL was a party immediately before the Demerger Effective Date, shall be in full force and effect in favour of IMFA.
Share exchange ratio has been arrived at on the recommendation of SSPA & Co., Chartered Accountants and KPMG India Pvt. Ltd. is acting as tax and regulatory advisor.
The Scheme of Arrangement will provide for the demerger and vesting of the FAD of UMSL into the Company. The acquisition of FAD of UMSL would result into consolidation of Ferro Chrome business under one single entity as well as add strength to the Companys financials.
The salient features of the proposed Scheme are as under: Demerger Appointed Date April 01, 2009;
All the assets and liabilities pertaining to FAD to be transferred and vested into IMFA from the Appointed Date;
As consideration for the demerger, 28 (Twenty Eight) fully paid-up equity share of Rs 10 (Ten) each of the IMFA shall be issued and allotted for every 9 (Nine) fully paid-up equity share of Rs 10 (Ten) each held by the equity shareholders in UMSL;
Demerger to be compliant with Section 2(19 AA) of the Income-tax Act, 1961;
All employees of FAD would become employees of IMFA without any break in their service;
All legal or other proceedings by or against UMSL under any statute relating to FAD shall be continued and enforced by or against IMFA;
All contracts, deeds, etc, in relation to FAD to which UMSL was a party immediately before the Demerger Effective Date, shall be in full force and effect in favour of IMFA.
Share exchange ratio has been arrived at on the recommendation of SSPA & Co., Chartered Accountants and KPMG India Pvt. Ltd. is acting as tax and regulatory advisor.
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