| Nicholas Piramal India Ltd pursuant to the order made by the Hon'ble High Court of Judicature at Bombay, a meeting of the Equity Shareholders of the Company will be held on November 23, 2007, for the purpose of considering and if thought fit, approving, with or without modification, the arrangements embodied in the Composite Scheme of Arrangement ("the Scheme") between the Company and NPIL Research and Development Ltd.
Further the Company has informed BSE that pursuant to the order made by the Hon'ble High Court of Judicature at Bombay, a meeting of the Shareholders of the 5%- 2,33,72,280 Cumulative Redeemable Preference Shares of Rs 10 each (""the Series II Preference Shareholders") of the Company will be held on November 23, 2007, or soon after the conclusion of the meeting of the Equity Shareholders which has been convened on the same date by the Hon'ble High Court of Judicature at Bombay vide its aforesaid Order, whichever is later, for the purpose of considering and if thought fit, approving, with or without modification, the arrangements embodied in the Composite Scheme of Arrangement ("the Scheme") between the Company and NPIL Research & Development Ltd.
Nicholas Piramal India Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on November 23, 2007, inter alia, to transact the following business:
1. Reduction in the paid up value of the equity shares of the Company from Re 2 per equity share to Rs 1.90 per equity share, aggregating to a total reduction of Rs 2,09,01,314 in the Equity Share Capital of the Company ("Equity Capital Reduction"), in the manner as provided in Clause 6 of the Composite Scheme of Arrangement between the Company and NPIL Research and Development Ltd ("Scheme") which is subject to sanction by the Hon'ble High Court, subject to necessary provisions & approvals.
2. Reduction in the face value of the 5% Cumulative Redeemable Preference Shares of Rs 100 each ("Series I Preference Shares") of the Company from Rs 100 per share to Rs 90 per share ("Series I Preference Share Value Reduction"), in the manner as provided in Clause 5.2.3 of the Composite Scheme of Arrangement ("Scheme") between the Company and NPIL Research and Development Ltd ("NRDL") which is subject to sanction by the Hon'ble High Court, which reduction may take place in the event of the issue of Preference Shares by NRDL to the holders of the Series I Preference Shares of the Company under Clause 5.2.1 of the Scheme, subject to necessary provisions & approvals.
3. Reduction in the face value of the 5% Cumulative Redeemable Preference Shares of Rs 10 each ("Series II Preference Shares") of the Company from Rs 10 per share to Rs 9 per share ("Series II Preference Share Value Reduction"), in the manner as provided in Clause 5.2.3 of the Composite Scheme of Arrangement ("Scheme") between the Company and NPIL Research and Development Ltd ("NRDL") which is subject to sanction by the Hon'ble High Court, which reduction may take place in the event of the issue of Preference Shares by NRDL to the holders of the Series II Preference Shares of the Company under Clause 5.2.1 of the Scheme; subject to necessary provisions & approvals.
4. In the event of allotment of Preference Shares by NRDL being made to the holders of the 15,00,000 - 5% Cumulative Redeemable Preference Shares of Rs 100 each ("Series I Preference Shares") and the holders of the 2,33,72,280 - 5% Cumulative Redeemable Preference Shares of Rs 10 each ("Series II Preference Shares") of the Company under clause 5.2.1 of the Composite Scheme of Arrangement ("Scheme") between the Company and NPIL Research and Development Ltd, resulting in the reduction in the face value of the Series I Preference Shares from Rs 100 per share to Rs 90 per share and in the face value of the Series II Preference Shares from Rs 10 per share to Rs 9 per share as contemplated under clause 5.2.3 of the Scheme, the Authorised Share Capital of the Company shall be consequently altered and the existing Clause 'V' (being Capital Clause) of the Memorandum of Association of the Company shall be substitued by the following Clause:
"Clause V
The Authorised Share Capital of the Company is Rs 121,16,27,720 (Rupees One hundred twenty one crores, sixteen lakhs, twenty seven thousand, seven hundred and twenty only) divided into 25,00,00,000 Equity Shares of Rs 2/- each, 15,00,000 Preference Shares of Rs 90/- each, 15,00,000 Preference Shares of Rs 100/- each, 2,33,72,280 Preference Shares of Rs 9/- each, 6,27,720 Preference Shares of Rs 10/- each and 10,50,00,000 Unclassified Shares of Rs 2/- each. Subject to the provisions of the Companies Act, 1956 ('the Act') the Board shall have power to increase or reduce the Authorised Share Capital, to classify the unclassified shares, to re-classify the classified shares, and to divide the shares so classified or re-classified in shares of several classes permissible under the Act and to attach thereto respectively such preferential, deferred, qualified and other special rights, privileges, restrictions and conditions as may be determined under the provisions of the law in force for the time being and the regulations of the Company and to vary, modify, abrogate or deal with any such rights, privileges, restrictions and conditions in the manner prescribed by the regulations of the Company and under the provisions of the law in force".
Further, to alter the Article 3 of the Articles of Association of the Company by substituting the following Article in place and in lieu thereof:
"Article 3
The Authorised Share Capital of the Company is Rs 121,16,27,720 (Rupees One hundred twenty one crores, sixteen lakhs, twenty seven thousand, seven hundred and twenty only) divided into 25,00,00,000 Equity Shares of Rs 2/- each, 15,00,000 Preference Shares of Rs 90/- each, 15,00,000 PreferenceShares of Rs 100/-each, 2,33,72,280 Preference Shares of Rs 9/- each, 6,27,720 Preference Shares of Rs 10/- each and 10,50,00,000 Unclassified Shares of Rs 2/- each."
5. Subject to the sanction of the Composite Scheme of Arrangement ("Scheme") between the Company and NPIL Research and Development Ltd ("NRDL") by the Hon'ble High Court of Judicature at Bombay, consent of the Company be and is hereby accorded for debiting the Securities Premium Account in the books of account of the Company pursuant to Clause 7.22 of the Scheme, the excess of book values of assets over liabilities of the Company transferred to NRDL under the Scheme, after adjusting the reduction in equity share capital referred to in clause 6.1 of the Scheme to the extent of Rs 2,09,01,314 and after giving effect to Clause 4.1.5 of the Scheme, subject to necessary provisions & approvals.
6. Re-appointment of Dr. (Mrs.) Swati A Piramal ("Dr. Piramal") as Director in Whole-time employment of the Company (designated as 'Director - Strategic Alliances & Communication'), not liable to retire by rotation, for a further period of five years with effect from November 20, 2007, on remuneration, terms & conditions.
7. Appointment of Mr. N Santhanam as a Director of the Company.
8. Appointment of Mr. N Santhanam as Director in whole-time employment of the Company (designated as "Executive Director & Chief Financial Officer") for a period of 3 years with effect from October 25, 2007, not liable retire by rotation, on remuneration, terms & conditions.
Nicholas Piramal India Ltd pursuant to the meeting of the Equity Shareholders and Series II Preference Shareholders of the Company at its court convened meeting held on November 23, 2007, have approved the Composite Scheme of Arrangement between the Company and NPIL Research & Development Ltd, by overwhelming requisite majority.
(As Per BSE Announcement Website Dated on 29/11/2007)
Nicholas Piramal India Ltd has informed BSE that the Extraordinary General Meeting (EGM) of the Company held on November 23, 2007, inter alia, all the resolutions for the businesses mentioned in the Notices convening the said Meetings were duly passed.
The summary of the businesses transacted at the said Meetings are given below:
A. Business Transacted at the Extraordinary General Meeting of the Equity and Preference Shareholders
- Reduction of Equity Share Capital from Rs 2 per share to Rs 1.90 per share and simultaneous capitalization of equivalent amount from General Reserves, consequent to which, the paid-up value of the Equity Shares would be retained at Rs 2 per share;
- Reduction of Preference Share Capital [Series I] from Rs 100 per share to Rs 90 per share, in the event of NPIL Research & Development Ltd ("NRDL")) allotting its Preference Shares of Rs 10 each to the Series I Preference Shareholders of the Company in the ratio of 1:1, under the Scheme of Arrangement between the Company and NRDL ("the said Scheme");
- Reduction of Preference Share Capital [Series II] from Rs 10 per share to Rs 9 per share, in the event of NRDL allotting its Preference Shares of Rs 10 each to the Series II Preference Shareholders of the Company in the ratio of 1:10, under the said Scheme;
- Alteration of the Authorised Preference Share Capital (Series I & II), in the event of the Reduction of the Series I & II Preference Share Capital referred to above taking effect under the said Scheme;
- Utilisation of Securities Premium Account pursuant to the said Scheme;
- Re-appointment of Dr. (Mrs.) Swati A Piramal as Director-Strategic Alliances & Communications for a further period of 5 years w.e.f. November 20, 2007;
- Appointment of Mr. N Santhanam as Director;
- Appointment of Mr. N Santhanam as Executive Director & Chief Financial Officer for a period of 3 years w.e.f. October 25, 2007;
B. Business Transacted at the Extraordinary General Meeting of the Series II Preference Shareholders
- Reduction of Preference Share Capital [Series II] from Rs 10 per share to Rs 9 per share; in the event of NRDL allotting its Preference Shares of Rs 10 each to the Series II Preference Shareholders of the Company in the ratio of 1:10, under the said Scheme.
(As per BSE Announcement Website dated on 29/11/2007) |
| The company has informed the following :-
1. The Court Convened Meeting for approval of the Scheme of Amalgamation for the merger of Canere Actives & Fine Chemicals Pvt Ltd and the Company was held on March 8, 2004 and the said Scheme has been approved by the shareholders.
2. The EGM of the shareholders of the Company which was also convened on March 8, 2004 was held immediately after the conclusion of the aforesaid Court Convened Meeting. The following business were approved by the shareholders and the resolutions were passed:
(a) Approval to the increase in Authorised Share Capital of the company from Rs. 750 million to Rs. 1250 million, by creation of 2,40,00,000 Preference Shares of Rs. 10/- each, 15,00,000 Preference Shares of Rs. 100/- each and 1,10,00,000 Unclassified shares of Rs 10/- each and to the consequential amendments to the relevant clauses of the Memorandum and Articles of Association of the Company.
(b) Approval under the Companies Act, 1956 to the issue and allotment by the Company of:
i) 15,00,000 - 5% Cumulative Redeemable Preference Shares of Rs 100 each, credited as fully paid up, to the shareholders of CANERE, in the ration of 3:20 (i.e. 3 Preference Shares for every 20 Equity Shares held in CANERE).
ii) 2,33,72,280 - 5% Cumulative Redeemable Shares of Rs 10 each, credited as fully paid up to the shareholders of Morarjee Goculdas Spg & Wvg Co. Ltd (Morarjee) in the ratio of 6:5 (i.e. 6 Preference Shares for every 5 equity shares held in Morarjee).
iii) Approval under u/s 100 and 78 of the Act by special resolution, for charging and debiting to the Company's Share Premium Account, the deficit of the aggregate value of assets over the value of liabilities recorded by the Company upon their transfer to and vesting in the Company under the Scheme, after adjusting for the face value of the Preference Shares to be issued and allotted as aforesaid.
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