At meeting held on 24 December 2014
Hester Biosciences announced that the Board of Directors of the Company at its meeting held on 24 December 2014, has considered and approved Composite Scheme of Amalgamation and Arrangement between Diavetra Lifesciences ('Diavetra'), Gujarat Agrofarm ('GAFL'), Hester Biosciences Mauritius ('Hester Mauritius') and Innoves Animal Health('Innoves') and their respective shareholders and creditors ('Scheme') under sections 391 to 394 of the Companies Act, 1956 subject to the requisite approvals of the shareholders and the creditors of the respective companies and the sanction of the High Court of Gujarat at Ahmedabad or such other competent authority and other necessary statutory approvals.The Scheme envisages the following:
- Merger of Diavetra, GAFL and Hester Mauritius into Hester India; and
- Demerger of Trading undertaking of Innoves into Hester India
The salient features of the Scheme are as follows:
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- The Appointment Date of the Scheme would be 01 April 2014
- Consideration for Merger of Diavetra, GAFL and Hester Mauritius into Hester India:
No shares of Hester India will be issued on amalgamation since the amalgamating companies are its Wholly Owned Subsidiaries.
- Consideration of Demerger of Trading undertaking of Innoves into Hester India:
1 (One) fully paid up Equity Share of Rs. 10 of Hester India shall be issued and allotted for 33,537 (Thirty three thousand five hundred thirty seven) Equity Shares of Rs. 10 held in Innoves. Fraction to be rounded off to the nearest integer.
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