GVK Power to consolidate group companies, to merge Bowstring Projects, Green Garden Horticulture

GVK Power & Infrastructure Ltd has announced that the Board of Directors of the Company at its meeting held on January 28, 2007, has considered & approved the proposal to amalgamate Bowstring Projects & Investments Pvt Ltd ("BPIPL") and Green Garden Horticulture Pvt Ltd ("GGHPL") into the Company in terms of a scheme of amalgamation under section 391 - 394 of the Companies Act, 1956 (the "Act"). (BPIPL and GGHPL are hereinafter collectively referred to as the "Transferor Companies").

The proposed scheme of amalgamation provides that the merger will take effect from the appointed date i.e. April 01, 2006 or such other date as may be mutually agreed by the Board of Directors of the above Transferor Companies and the Company after all the necessary and applicable approvals are obtained and the Scheme of Amalgamation sanctioned by the Delhi High Court, is filed with the concerned Registrar of Companies.

The Board of Directors of the Company also approved the respective share entitlement ratio in the following members:

For members of BPIPL - 133 equity shares in the Company of Rs 10/- each credited as fully paid-up for every 4 equity shares of Rs 10/- each credited as fully paid-up held by such member in BPIPL.

For members of GGHPL - 153 equity shares in the Company of Rs 10/- each credited as fully paid-up for every 4 equity shares of Rs 10/- each credited as fully paid-up held by such member in GGHPL.

The above is subject to requisite approvals including those of Stock Exchanges under the Listing Agreement, shareholders, creditors, any regulatory authorities and sanction of the scheme of amalgamation in terms thereof by the Hon'ble Delhi High Court.

Further the Company has informed that, in the aforesaid Meeting of the Board of Directors of the Company, the proposal to issue and allot equity shares in the Company to members of GVK Industries Ltd ("GVKIL"), other than the Company itself, in consideration for the transfer and vesting in the Company of the equity shares held by such members in GVKIL in terms of a scheme of arrangement under section 391 of the Act was also considered and approved.

The Company presently holds 53.96% of the issued, subscribed and paid-up equity share capital of GVKIL. The proposed scheme of arrangement provides that the transfer and vesting of the equity shares of GVKIL, other than those held by the Company itself, will take effect on the Record Date, which has been defined in the scheme of arrangement as the fifteenth business day from the date on which the scheme of arrangement takes effect, i.e. after all the necessary and applicable approvals are obtained and the Scheme of Amalgamation sanctioned by the relevant High Courts, is filed with the concerned Registrar of Companies. The coming into effect of the scheme of arrangement is also conditional upon the coming into effect of the scheme of amalgamation between BPIPL, GGHPL and the Company referred to above, and issue of equity shares in the Company to the respective members of BPIPL and GGHPL, in terms thereof.

The Board of Directors of the Company also approved the share entitlement ratio of the members of GVKIL (other than the Company) in the following manner:

3 equity shares in the Company of Rs 10/- each credited as fully paid-up for every 40 equity shares of Rs 10/- each credited as fully paid-up held by such member in GVKIL on the Record Date.

The above is subject to requisite approvals including those of Stock Exchanges under the Listing Agreement, shareholders, any regulatory authorities and sanction of the scheme of amalgamation in terms thereof by the Hon'ble Delhi High Court and the Hon'ble High Court of Andhra Pradesh.

The scheme of amalgamation and the scheme of arrangement as finalized will be filed separately with the Stock Exchange.

Source : Equity Bulls

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