Escorts Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 14, 2012, has considered and approved a composite Scheme of Arrangement for the merger of group companies viz., Escorts Construction Equipment Ltd ('ECEL') a wholly-owned subsidiary of Escorts Ltd, Escorts Finance and Investments Pvt. Ltd. ('EFILL') and Escotrac Finance Investments and Leasing Pvt. Ltd. ('Escotrac') into Escorts Ltd ('Escorts' or 'Company') and other consequential matters under the provisions of Section 391 to 394 of the Companies Act, 1956 ('Scheme'). The proposed merger would result in streamlining the group structure and to create a single robust entity which would carry on the businesses that are integrated and complimentary in nature. The salient features of the proposed scheme are as under: · The Scheme of Arrangement is between ECEL, EFILL, Escotrac, Escorts and their shareholders and creditors; · The appointed date of the proposed Scheme is October 01, 2011; · The Scheme will become effective on the date of filing the certified copy of the High Court order with the Registrar of Companies, NCT of Delhi & Haryana; · All assets and liabilities of ECEL, EFILL, Escotrac shall become the assets and liabilities of Escorts Limited w.e.f. the Appointed Date of October 01, 2011; · The Share exchange ratio for the merger is four (4) shares of Escorts for every thirty nine (39) shares of EFILL, four (4) shares of Escorts for every twenty seven (27) shares of Escotrac and four (4) shares of Escorts for every twenty seven (27) shares of ECEL respectively to the respective shareholders as on the record date. This exchange ratio has been determined based on the Valuation Report by SSPA & CO. (Chartered Accountants); · The Scheme is subject to requisite consents, approvals of the requisite majority of the shareholders of the companies involved, the Hon'ble High Court of Punjab and Haryana at Chandigarh, Stock Exchanges, the permission or approval of any other statutory or regulatory authorities, which by law may be necessary for the implementation of the scheme. Escorts Ltd has informed BSE that the Hon'ble High Court of Punjab & Haryana at Chandigarh has vide an order dated August 09, 2012, received on September 24, 2012, sanctioned the Scheme of Arrangement and Amalgamation of Escorts Construction Equipment Ltd; and Escotrac Finance and Investments Pvt. Ltd: and Escorts Finance Investments and Leasing Pvt. Ltd with Escorts Ltd and their respective shareholders and creditors ('Scheme'). The Scheme would be effective on filing of the court order with Registrar of Companies by all the Transferor Companies and the Transferee Company (As per BSE Announcement Dated on 24.09.2012)