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Home  >  Market  >  Corp Announcements  >  De-Mergers
De-Mergers
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Shreno Ltd [03-Nov-18]
The Board of Directors of Alembic Limited at its meeting held today has:b) On recommendation of the Audit Committee, considered and approved Composite Scheme of Arrangement ('Scheme') for the transfer and vesting of the Identified Real Estate Undertaking of Alembic Limited ('the Company' or 'the First Demerged Company'), comprising of a real estate development project along-with related real estate interest and Project Management Consultancy business into Shreno Limited ('the First Transferee Company' or 'the Second Demerged Company') and transfer and vesting of Engineering Division and Investment Division of Shreno Limited into Nirayu Private Limited ('the Second Transferee Company') and their respective shareholders with effect from the Appointed Date i.e. 1st November 2018. With reference to captioned matter, we would like to hereby inform as under: The Board of Directors of the Company on the recommendation of the Audit Committee has considered and approved the Composite Scheme of Arrangement ('Scheme') comprising of the transfer and vesting of the Identified Real Estate Undertaking of Alembic Limited ('the Company' or 'the First Demerged Company' or 'Alembic'), comprising of a real estate development project alongwith related real estate interest and Project Management Consultancy business into Shreno Limited ('the First Transferee Company' or 'the Second Demerged Company' or 'Shreno') and transfer and vesting of Engineering Division and Investment Division of Shreno Limited into Nirayu Private Limited ('the Second Transferee Company' or 'Nirayu') and their respective shareholders with effect from the Appointed Date i.e. 1st November, 2018.
Alembic Ltd [03-Nov-18]
he Board of Directors of Alembic Limited at its meeting held today has: a) Approved the Unaudited Financial Results of the Company for the quarter and half year ended 30th September, 2018; and b) On recommendation of the Audit Committee, considered and approved Composite Scheme of Arrangement ('Scheme') for the transfer and vesting of the Identified Real Estate Undertaking of Alembic Limited ('the Company' or 'the First Demerged Company'), comprising of a real estate development project along-with related real estate interest and Project Management Consultancy business into Shreno Limited ('the First Transferee Company' or 'the Second Demerged Company') and transfer and vesting of Engineering Division and Investment Division of Shreno Limited into Nirayu Private Limited ('the Second Transferee Company') and their respective shareholders with effect from the Appointed Date i.e. 1st November 2018. With reference to captioned matter, we would like to hereby inform as under: The Board of Directors of the Company on the recommendation of the Audit Committee has considered and approved the Composite Scheme of Arrangement ('Scheme') comprising of the transfer and vesting of the Identified Real Estate Undertaking of Alembic Limited ('the Company' or 'the First Demerged Company' or 'Alembic'), comprising of a real estate development project alongwith related real estate interest and Project Management Consultancy business into Shreno Limited ('the First Transferee Company' or 'the Second Demerged Company' or 'Shreno') and transfer and vesting of Engineering Division and Investment Division of Shreno Limited into Nirayu Private Limited ('the Second Transferee Company' or 'Nirayu') and their respective shareholders with effect from the Appointed Date i.e. 1st November, 2018.
Skipper Ltd [31-Oct-18]
The Board of Directors of the Company at its meeting held today, has considered and approved the Scheme of Arrangement between Skipper Limited ('Skipper' or 'Demerged Company') and Skipper Pipes Limited ('SPL' or 'Resulting Company') and their respective shareholders and creditors under section 230 to 232 and other applicable provision of the Companies Act, 2013 for Demerger of the 'Polymer Products Division except Palashbari unit at Assam' ('Demerged Undertaking') of Skipper into SPL which includes issuance of equity shares by SPL to the equity shareholders of Skipper and for matters consequential, supplemental, and/or otherwise integrally connected therewith. The scheme of demerger is subject to the requisite statutory and regulatory approvals and sanctions by the respective shareholders and creditors of each of the Companies involved in the scheme. The draft scheme shall be submitted to the stock exchanges as per the provisions of the Regulation 37 of the SEBI Listing Regulations. The information in terms of the Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 09th September, 2015 is annexed herewith. Kindly take the above information on record. Annexure - A Disclosure in terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015. a) Brief details of the division (s) to be demerged; Demerged Undertaking means and includes all the business, undertakings, properties, investments and liabilities of whatsoever nature and kind and where so ever situated of the Demerged Company in relation to and pertaining to the Polymer Products Division (except Palashbari unit at Assam) of the Company on a going concern basis. b) Turnover of the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year; Sl No. Particulars Turnover of the Demerged Undertaking as on 31st March, 2018 (in crores) Percentage to the total turnover of the listed entity as on 31st March, 2018 1 Demerged Undertaking 208.96 10.19% c) Rationale for demerger; i) The Demerged Undertaking carried on by Skipper has significant potential for growth. The nature of risk, competition, challenges, opportunities and business methods for the Demerged Undertaking is separate and distinct from the other businesses of the Company. The Demerged Undertaking would become capable of attracting different set of investors, strategic partners, lenders and other stakeholders. ii) Skipper and SPL would have its own management teams, separate Directors, who can chart out their own independent strategies to maximize value creation for their respective stakeholders. The Demerger shall also enable enhanced focus on the operations of the Demerged Undertaking by SPL and the remaining business by Skipper. iii) The demerger will permit increased focus by the respective companies on their respective businesses in order to better meet their respective customers' needs and priorities, develop their own network of alliances and talent models that are critical to success. iv) Thus, separation of the Demerged Undertaking by way of this Scheme would lead to significant benefits for both the businesses including: a. Enabling a dedicated management to focus and accelerate growth of the core business unlocking significant value for shareholders; b. Access to varied sources of funds for the rapid growth of both the businesses; c. Greater visibility in the performance of the individual businesses; d. High degree of independence as well as accountability with autonomy for each of the business segment; e. Ensure long term profitability and independent and optimum growth and development of the said businesses and undertakings on the basis of their own strengths and prospects and will facilitate realization of their potential to a fuller extent; f. Pursuant to the issue and allotment of shares by the resulting Company in terms of this scheme, the shareholders of Skipper shall also hold shares in SPL. It gives the shareholders the ability to continue to remain invested in both or either of the two companies giving them greater flexibility in managing and/or dealing with their investments. g. This scheme is in interest of the shareholders, creditors and all other stakeholders of Skipper Limited and shall not in any manner be prejudicial to the interests of shareholders and creditors or general public at large. The restructuring under this scheme would enable focused business approach for the maximization of benefits to all stakeholders and capitalize on the opportunity of growth. d) Brief details of change in shareholding pattern (if any) of all entities; There will be no change in the shareholding of Skipper. Pursuant to the scheme of demerger of the Demerged Undertaking of Skipper into SPL; SPL will issue and allot equity shares to the shareholders of Skipper in the ratio of 1:1 and all the pre scheme equity shares issued by the Resulting Company to its existing shareholders shall stand cancelled, extinguished and annulled on and from the Effective Date. e) In case of cash consideration - amount or otherwise share exchange ratio; 1 (one) equity share of Re. 1/- (Rupee One Only) each of SPL credited as fully paid up for every 1 (one) equity share held by the shareholders of Skipper as on the record date to be decided by Skipper. No cash consideration to be paid by SPL to shareholders of Skipper. f) Whether listing would be sought for the resulting entity; Yes, the equity share of the Skipper Pipes Limited will be listed on BSE Limited and National Stock Exchange of India Limited subject to necessary approvals.
BASF India Ltd [30-Oct-18]
BASF to transfer Pigments business to BASF Colors & Effects India Private Limited.
Cox & Kings Ltd [26-Oct-18]
Please find enclosed Press Release with respect to sale of education business by Holidaybreak Limited, subsidiary of the Company to Midlothian Capital Partners for GBP 467 Million (Rs.4,387 Crores) Intimation for sale of Education Division of Holidaybreak Limited, subsidiary of the Company Press Release with respect to sale of education business by Holidaybreak Limited This is to inform that the Board of Directors of Cox & Kings Limited (the Company) in its meeting held on 26th October, 2018 has approved the decision taken by the Board of Directors of Holidaybreak Limited, UK to sell the entire ownership and control held by Holidaybreak Limited in its direct subsidiary: HB Education Limited (formerly known as Hoiidaybreak Education Limited) and aii subsidiaries thereunder The Share Purchase Agreement has been signed with Midiothian Capita! Partners, based in UK and the enterprise vaiue of the transaction is £467,000,000 (Rs.4,387 Crores at today's exchange rate) which shali be trued-up on the date of transfer of the shares and based on the terms and conditions as specified in the transaction documents. The compietion of transaction is subject to certain conditions in Share Purchase Agreement. You are requested to kindiy take the same on record. Cox & Kings Limited ('C&K'), India's leading travel company, has entered into an agreement to sell its education business to Midlothian Capital Partners ('MCP'), a leading UK-based investor for all-cash enterprise value of GBP 467 million (Rs.4,387 Crores at today's exchange rate). The transaction is subject to regulatory approvals, consents and customary closing adjustments.
Glenmark Pharmaceuticals Ltd [09-Oct-18]
Subject: Transfer of Company''s Active Pharmaceuticals Ingredient (API) Business. Further to the earlier intimation dated September 25, 2018, announcing the shareholder approval for the above transaction, we hereby advise that a Business Purchase Agreement for transfer of the Company's API business to Glenmark Life Sciences Limited, a wholly owned subsidiary of the Company, has been executed on October 9, 2018. The transaction is expected to be completed in the next 2-3 months.
Usha Martin Ltd [22-Sep-18]
The Board of Directors at their meeting held today has approved the sale and transfer of the Company''s steel business undertaking ('Steel Business') to Tata Steel Limited or its subsidiaries ('TSL') through a slump sale on a going concern basis. Tata Steel announces support for Tata Sponge''s entry into steel business and identifies it as the strategic vehicle for acquisition of steel business of Usha Martin Limited (As Per BSE Announcement Dated on 24.10.2018)
Sayaji Hotels Ltd [19-Sep-18]
Dear Sir, Sub.: Outcome of the Board Meeting held on 19 September 2018 at 3.30 P.M. Ref: Intimation of the Composite Scheme of Amalgamation and Arrangement under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 With reference to the captioned subject, we hereby inform you that, the Board of Directors of our company at its meeting held today has approved the Composite Scheme of Amalgamation and Arrangement between Sayaji Hotels Limited, Ahilya Hotels Limited, Sayaji Housekeeping Services Limited, Sayaji Hotels (Pune) Limited and Sayaji Hotels Management Limited and their respective shareholders and creditors under section 230 to 232 read with section 52 and 66 and other applicable provisions of the Companies Act, 2013 ('Scheme'). The Scheme inter-alia provides: a. Amalgamation of Ahilya Hotels Limited ('AHL') into Sayaji Hotels Limited ('SHL') on a going concern basis and cancellation and reduction of share capital of Sayaji Hotels Limited in the manner set out in the Scheme; and b. Demerger, transfer and vesting of the Demerged Undertakings (as defined hereinafter) from Sayaji Hotels Limited to Sayaji Hotels (Pune) Limited ('SHPL') and Sayaji Hotels Management Limited ('SHML) collectively referred to as the Resulting Companies (as defined hereinafter) on a going concern basis and the consequent issue of shares by the Resulting Companies to the shareholders of Sayaji Hotels Limited in the manner set out in the Scheme;
Anant Raj Ltd [29-Aug-18]
Outcome of the Board meeting held today on August 29, 2018 regarding disclosure under regulation 30(2) of SEBI (LODR) Regulations, 2015 read with sub Para 1.2 and 1.3 of Para A1 of Annexure I of circular bearing number CIR/CFD/CMD/4/2015 dated 9th September 2015 issued by SEBI
Reliance Infrastructure Ltd [29-Aug-18]
RELIANCE INFRASTRUCTURE LTD.has informed BSE that the meeting of the Board of Directors of the Company is scheduled on 29/08/2018 ,inter alia, to consider and approve To consider and approve, inter-alia, the transfer of Integrated Mumbai Power Business to Adani Transmission Limited. Intimation of the Outcome of the Board Meeting of Reliance Infrastructure Limited held on August 29, 2018 Approved 100% sale of Integrated Mumbal Power Business to Adanl Transmission Limited. Reliance Infrastructure Limited completes 100% sale of its Integrated Munibai Power Distribution Business to Adani Transmission Limited Analysts meet on completion of 100% sale of its Integrated Mumbai Power Distribution Business to Adani Transmission Limited
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