Amrit Enterprises Ltd has announced that the Scheme of arrangement between Amrit Banaspati Company Ltd, ABC Paper Ltd and the Company, has been sanctioned by the Hon'ble High Courts of Allahabad, Chandigarh and Delhi. The orders of the High Court have been filed with the concerned Registrar of Companies for all the three Companies on June 23, 2007.
The salient features of the scheme sanctioned by the High courts are as under:
1. The scheme shall take effect from April 01, 2006 (the "Appointed Date").
2. The entire undertaking and business and also properties and liabilities of the edible oil and FMCG commodities business of ABCL shall be transferred to and vested in the Company on and from the appointed date on a going concern basis, in consideration of which the Company shall issue and allot one equity share of the face value of Rs 10/- each credited as fully paid-up for every four equity shares of face value of Rs 10/- each to those equity shareholders of Amrit Banaspati Company Ltd whose name appears in the Register of Members of the Company on record date.
3. The Company shall reorganize its paid-up equity share capital by sub-dividing 5,019,400 equity shares of Rs 10/- each credited as fully paid-up into 5,019,400 equity shares of Rs 5/- each credited as fully paid-up and subsequent to such sub-division consolidate 5,019,400 equity shares of Rs 5/- each credited as fully paid-up into 2,509,700 equity shares of Rs 10/- each credited as fully paid-up.
In consideration of the aforesaid sub-division and consolidation, the Company shall issue and allot to the equity shareholders, whose name appears in the Register of Members as on record date for reorganization of share capital of the Company, one 7% redeemable preference share of Rs 10/- credited as fully paid-up and to be redeemed at par within a period of six months but not later than one year from the record date as the Board may decide, for every two equity shares of Rs 10/- credited as fully paid-up, held by such equity shareholders before the sub-division and consolidation.
4. The edible oil brands of ABCL (excluding "Gagan" brand in all its forms and usages), namely "Amrit", "Merrigold", "Ginni", "Sunehri Teer", and "Bansari", shall be transferred to and vested in the Company, in consideration of which the Company shall issue and allot to ABCL 16,40,037 equity shares of the face value of Rs 10/ each credited as fully paid-up at a premium of Rs 34.20 per share for consideration other than cash.
5. Upon sanction of the Scheme, all the employees of edible oil and FMCG commodities business of ABCL shall become the employees of the Company without interruption in their services on terms not less favourable to them as ten applicable.
6. all proceedings pending by or against ABCL and pertaining edible oil and FMCG Commodities business of ABCL, all contracts, obligations, actions, rights & claims by or against ABCL will be transferred to the Company and will be enforceable by or against the Company.
7. The name of the Company shall stand changed to "Amrit Banaspati Company Ltd" and name of ABCL shall stand changed to "Amrit Corp. Ltd".
The scheme is being implemented us sanctioned by the Courts. In accordance with the provisions of the Scheme, edible oil undertaking of ABCL has been transferred to the Company.