The Board of Directors at its meeting held today adopted policy on determination of materiality of events/information and authorised Mrs. Visalakshi Sridhar, CFO, Manager & Company Secretary to determine materiality of an event or information and for making disclosure to Stock Exchange pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board also amended Policy for Fair Disclosure Practices and Procedure for Disclosure of Unpublished Price Sensitive Information as per Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 to align with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board also approved the financial results for the third quarter and the period ended 31st December, 2015.
The Hon’ble High Court of Judicature at Calcutta, today, approved the Scheme of Amalgamation of Binani Metals Limited with Binani Industries Limited and their respective shareholders.
The Scheme will come into effect upon the authenticated copy of the order is filed with the Registrar of Companies, West Bengal.
The Board of Directors on 24th October, 2015 had approved closure of Register of Members & Share Transfer Books of the Company from Friday, 11th December, 2015 to Saturday, 19th December, 2015 (both days inclusive) for the purpose of Payment of Dividend if declared at the ensuing 52nd Annual General Meeting of the Company to be held on 19th December, 2015 and for the said AGM.
However, the dividend was not declared by the shareholders at the 52nd AGM held on 19th December, 2015. Hence, the aforesaid Book Closure is to be treated only for said AGM purpose.
A meeting of Board of Directors will be convened on 21st January, 2016 to consider, inter alia, the financial results for the third quarter ended 31st December, 2015
The shareholders at the 52nd Annual General Meeting held on 19th December, 2015, approved all the Resolutions specified in the Notice dated 24th October, 2015, except Resolution No.2 for declaration of dividend. The promoters voted against the Resolution No.2 as the Company did not received necessary approvals from lenders.
The public shareholders have approved the Scheme of Amalgamation at the Postal Ballot Process conducted vide Postal Ballot Notice dated 14th October, 2015 in terms of SEBI Circular on mergers. The Shareholders also approved the Scheme of Amalgamation at the Court Convened Meeting held on 23rd November, 2015 with requisite majority.
The Board of Directors of the Company at its meeting held today, inter alia:
The Court Convened Meeting of Equity Shareholders will be held on 23rd November, 2015 for approval of the Scheme of Amalgamation of Binani Metals Ltd into the Company. The approval of public shareholders is also sought on the said Scheme of Amalgamation through Postal Ballot Process in terms of SEBI Circular on mergers. The Company has completed the dispatch of notice dated 14th October, 2015 on 19th October, 2015.
A meeting of Board of Directors will be convened on 24th October, 2015 to consider, inter alia, the unaudited financial results for the second quarter and half year ended 30th September, 2015.