Hon’ble High Court, Madras sanctions Scheme of Amalgamation of Shriram Transport Finance

Shriram Transport Finance Company Ltd has announced that the Scheme of Amalgamation of Shriram Overseas Finance Ltd (SOFL) with the Company has been sanctioned and the Order thereof has been pronounced by the Hon’ble High Court of Judicature at Madras on December 01, 2006. The Scheme of Amalgamation has fixed April 01, 2005 as the ‘Appointed Date’ for giving effect to the scheme, and consequently, Shriram Overseas Finance Ltd has been dissolved without being wound up. Certified copy of the said Order is awaited.

In the meanwhile, SOFL had obtained permission from the Registrar of Companies, Tamil Nadu to convene and hold its Annual General Meeting on or before December 31, 2006, which otherwise should have been held on or before September 30, 2006. Hence, prior to the pronouncement of the aforesaid Order and as required under the Companies Act, 1956, SOFL, by its letter dated 30 November 2006, had sent intimation to the Exchanges about its Annual General Meeting to be held on December 30, 2006 and Book Closure dates for AGM purpose. As the transferor Company, i.e., SOFL is dissolved without being wound up as a consequence of the aforesaid Order of the Honorable Court, SOFL will not be able to convene and hold its Annual General Meeting as intimated to the Exchanges. Hence, the intimation sent by SOFL may please be treated as withdrawn and cancelled due to the operation of law.

Though, the Scheme of amalgamation as sanctioned by the Honorable High Court envisages that this Company shall fix a Record Date for determining the shareholders to whom the shares are to be allotted by this Company consequent to the Order, by way of good Corporate Governance Practice, the Company has invited all the shareholders of SOFL to attend the 27th Annual General Meeting of the Company to be held on 30 December, 2006 at Anna Salai, Chennai though the post merger allotment of company’s shares to the Shareholders of SOFL have not yet been made.

The Record Date for ascertaining the entitlement of shares of the company consequent to the amalgamation as well as dividend (to the shareholders of SOFL) will be fixed soon in consultation with the Exchanges.

The post merger financial Results of the Company, as a merged entity, for the half-year ended on September 30, 2006 and for the year ended March 31, 2006, as approved by the Board, at its meeting held on December 02, 2006 were sent to all the Exchanges where the securities of the Company are listed.

Source : Equity Bulls

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