It may be recalled that India Cements had made an open offer for Raasi through its subsidiaries and associate companies and had advanced money to them for making the open offer. The quantum of advance made will now be cancelled against the consideration payable. There will not be any cash outflow except to those outside RCL shareholders who have not applied in the open offer. The scheme will not result in any increase in the share capital of ICL.

Consequent to the sale of the cement division, the share of RCL will get reduced to 5 per cent of its face value as RCL will not have any significant assets. The scheme is subject to the approval of financial institutions, banks etc.

The shipping division of ICL will be transferred to a new company -- ICL Shipping Ltd (ICLSL). Anagreement will be entered into with ICLSL which will provide that the operating profit or loss of the division from April 1, 1998, would be to the account of ICLSL. The sale will include all assets and liabilities as a division as a whole including current assets and liabilities.

The assets of the shipping division will be transferred at book value and ICLSL will issue shares as consideration in favour of ICL and would thus become a subsidiary. This scheme is also subject to approval of shareholders, FIs and banks. The board also authorised the vice-chairman and managing director to fix a suitable date for the extraordinary general meeting to get the shareholders' approval.

The board of Raasi Cement Ltd, at a separate meeting, approved the sale of its cement division to ICL. It also approved the sale of the ceramic division to Hindustan Sanitaryware & Industries Ltd for a consideration of Rs 18 crore excluding the value of the net current assets. This sale is subject to the approval of shareholders of RCLand the financial institutions. A major portion of the sale consideration of the ceramic division would be used to pay back the advances made by RCL's cement division to the ceramic division.