Directors

Directors on the Board and Director shall mean any one of them

Effective Date

The date on which the scheme became effective upon filing with the RoC, the approved scheme. i.e. 10th May, 2010.

Equity Shares

Fully paid-up Equity Shares of Rs. 10/ each of the Company

Equity Share-holders

Equity Shareholders of the Company

Information Memorandum

This Information Memorandum filed with the Stock Exchanges

Investor Grievance Committee

Committee constituted by the Board in compliance with Clause 49 of the Listing Agreement

IT Act

Income Tax Act, 1961 and includes any statutory amendment or re-enactment thereof for the time being in force

Listing Agreements

The Agreements entered into by the Company with the Stock Exchanges

MOA

Memorandum of Association of the Company

Preference Shares

9.75% Cumulative Redeemable Preference Shares of Rs.5/- each and / or the 9% Cumulative Redeemable Preference Share of Rs. 5/- each, as the context may require.

Promoter

Mr. V. R. Venkataachalam, and such of his Relatives and entities owned and/or controlled by any or all of them

Record Date

28th May, 2010, the date fixed by the Board of Directors of the Demerged Company for the purpose of determining the shareholders of the Demerged Company, to whom fully paid Equity Shares and Preference Shares will be issued and allotted pursuant to the Scheme

Register of Members

The statutory register of members maintained by the demerged Company in accordance with the provisions of the Act

Share Transfer Agent

Cameo Corporate Services Ltd., No.1, Club House Road, Subramanian Building, Chennai 600002.

Scheme

Scheme of Arrangement between BINNY Limited, SV Global Mill Limited and the Company and their respective shareholders and creditors as approved by the Hon’ble High Court of Madras on 22nd April, 2010 and which became effective from the Effective Date i.e., on filing the Certified copy of the High Court Order with the ROC

SEBI Act

Securities and Exchange Board of India Act, 1992 includes any statutory amendment or re-enactment thereof for the time being in force

SEBI Guidelines

Existing Guidelines for Disclosure and Investor Protection issued by Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992 (as amended), called Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended, including instructions and clarifications issued by SEBI from time to time

Stock Exchange

BSE or MSE and Stock Exchanges shall mean BSE and MSE

Transfer Amount

The price per equity share of the Company or the Demerged Company, as the case may be, on a recognized Stock Exchange where the shares of the Company and of the Demerged Company are listed on the day on which the transfer is made in accordance with applicable regulations

Transferred Liabilities

1. The liabilities which arose out of the activities or operation of the Demerged Undertaking; and
2. Such of the general or multipurpose borrowings of the Demerged Company as are identified by the Board of the Demerged Company and relating to the activities or operations of the Demerged Undertaking which in the aggregate stand in the same proportion as far as is practicable in which the value of the assets transferred to the Resulting Company bear to the assets of the Demerged Company on the Appointed Date

Whole-time Director

A Director in the whole-time employment of the Company.


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