Escorts Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 29, 2009, inter alia, has considered and approved a Scheme of Arrangement as per Section 391 to 94 and any other applicable provisions of the Companies Act, 1956 for amalgamation of Escorts Agri Machinery Inc (USA) ['EAMI'], which is a 100% subsidiary of the Company into Escorts Ltd ('Escorts'). EAMI is a 100% subsidiary of Escorts and acts as an overseas special purpose vehicle ('SPV'). EAMI holds 100% stake in Farmtrac Tractors Poland, 78.25% in Beaver Creeks Holdings, USA and 49% in Farmtrac North America, USA. The proposed amalgamation of EAMI into Escorts would result in restructuring the overseas operations and bringing it under the direct control of Escorts. The amalgamation would also result in reduction in administrative costs and increase in operational efficiency due to unnecessary entities being removed. The salient features of the proposed scheme are as under: - The Appointed Date of the proposed scheme is April 01, 2009. - All assets and liabilities of the EAMI shall become the assets and liabilities of Escorts Ltd w.e.f. the Appointed Date. - There would not be any issue of shares or discharge of any consideration in cash since EAMI is a wholly owned subsidiary of Escorts. - The reserve of Escorts shall be reorganized to form a special reserve, namely, 'Business Reconstruction Reserve' to the extent as may be determined and considered appropriate by the management of the company. The Business Reconstruction Reserve shall be utilized in a manner as may be determined and considered appropriate by the management of the Company to reinstate certain assets of the Company. - The scheme will not affect the existing rights of the workers and employees of Escorts. - The scheme is subject to requisite consent approval of the requisite majority of the shareholders of the companies involved, the Jurisdictional High Court regulatory authorities in USA, Indian 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 submitted to BSE a copy of Notice convening a meeting of Equity Shareholders on July 12, 2009 for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement between Escorts Agri Machinery Inc and Escorts Ltd and their respective shareholders and creditors and the copy of advertisement published in the news paper regarding the meeting of the Equity Shareholders (As Per BSE Announcement Website dated on 19.06.2009) With reference to the earlier annoucement dated June 19, 2009, Escorts Ltd has informed BSE that the meeting of the Equity Shareholders of the Company as directed by the Hon'ble High Court of Punjab and Haryana at Chandigarh was convened on July 12, 2009. Sh. R C Setia (Sr. Advocate, Punjab and Haryana High Court), Chairman appointed for the meeting conducted the meeting as directed in the Minutes of Order of the Punjab and Haryana High Court dated May 15, 2009. The Scheme of Arrangement ('Scheme') was approved by requisite majority of the Equity Shareholders present either in person or by proxy or as authorized representatives, as per the Chairman's Report filed with the Hon'ble High Court of Punjab & Haryana at Chandigarh on July 18, 2009. The said Scheme shall now be presented for approval and consideration of the Hon'ble High Court of Punjab and Haryana at Chandigarh. (As Per BSE Announcement Website dated on 20.07.2009) Escorts Ltd has informed BSE that the Hon'ble High Court of Punjab and Haryana at Chandigarh at the hearing held on September 17, 2009, has approved the Scheme of Arrangement between Escorts Agri Machinery Inc., USA ('EAMI') and Escorts Ltd. ('Escorts') and their respective shareholders and creditors for merger / amalgamation of EAMI into Escorts. The certified copy of the High Court order, received by Escorts on October 03, 2009, has been filed with the Registrar of Companies on October 09, 2009. EAMI has also obtained a Certificate dated October 16, 2009 from the Secretary of State of the State of Delaware certifying filling of certificate of merger on October 13, 2009 in accordance with local laws of Delaware to give effect to this scheme. (As Per BSE Announcement Website dated on 22.10.2009)