Dynacons Systems & Solutions Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 31, 2009, inter alia, has considered the following: 1. The Board has considered and approved the Scheme of Arrangement between Dynacons Systems & Solutions Ltd & Dynacons Technologies Ltd under the provisions of Sections 391-394 of the Companies Act, 1956. The salient features of the Scheme of Arrangement are as follows: a. The transfer by way of a Demerger of the Marketing, Distribution and Manufacturing Business of Dynacons Systems & Solutions Ltd into Dynacons Technologies Ltd. b. Based on the Recommendation Report submitted by M/s. SSPA & Co., Chartered Accountants, Mumbai, the Board decided the ratio of 3 Equity Shares of Rupee 1/- each of Dynacons Technologies Ltd for every 10 Equity Shares of Rupees 2/- each held in the Company as a consideration for the transfer of business as above. c. Reorganization of Capital of Dynacons Systems & Solutions Ltd- Equity Share Capital shall stand reduced from Rupees 296,154,000 divided into 148,077,000 fully paid up Equity Shares of Rupees 2/- each to Rupees 59,230,800 divided into 59,230,800 Equity Shares fully paid up of Rupee 1/- each. Accordingly, every member holding 10 shares of Rupees 2/- each shall hold 4 shares of Rupee 1/- each. The above proposals are subject to the satisfaction of various conditions, including obtaining necessary approvals from the stakeholders and the creditors and regulatory authorities including those of Stock Exchanges, sanction of the Scheme by the High Court and other necessary approvals. Dynacons Systems & Solutions Ltd has informed BSE that the resolution proposed at the Court Convened meeting of the members of the Company held on July 28, 2010, for approving the Scheme of Arrangement between the Company and Dynacons Technologies Ltd. ('Scheme of Arrangement') has been approved by the shareholders comprising three fourths in value and majority in number. (As Per BSE Announcement Website dated on 29.07.2010) Dynacons Systems & Solutions Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay has approved the Scheme of Arrangement with regard to Demerger of Marketing & Distribution Business and Manufacturing division into Dynacons Technologies Limited (the 'Resultant Company') vide its order dated October 15, 2010 which was received by the Company on October 22, 2010. The Company and the Resultant Company have filed certified copy of Order of Hon'ble High Court of Judicature at Bombay with Registrar of Companies ('ROC'), Mumbai vide Form No. 21 filed with ROC dated November 13, 2010 which has been approved on December 20, 2010. (As Per BSE Announcement Website dated on 21.12.2010) SUB. :- Scheme of Arrangement of Dynacons Systems & Solutions Ltd. (Scrip Code 532365) Trading Members of the Exchange are hereby informed that, Dynacons Systems & Solutions Ltd. (DSSL) has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company. Trading members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME CODE Dynacons Systems & Solutions Ltd. (532365) RECORD DATE 07.01.2011 PURPOSE Scheme of Arrangement: - Demerger of the Marketing & Distribution Business & Manufacturing Business (here after referred as 'Undertaking') of DSSL into Dynacons Technologies Ltd. (DTL) In consideration of the transfer of the business of the 'Undertaking' in favour of Dynacons Technologies Ltd.; Dynacons Technologies Ltd. shall issue and allot in the ratio of 3 (THREE) equity shares of Re.1/- each fully paid up of Dynacons Technologies Ltd. for every 10 (TEN) Equity Shares of Rs.2/- each fully paid up held in DSSL. And Reorganisation of Capital of Dynacons Systems & Solutions Ltd. As a result of the demerger and resultant transfer of the 'Undertaking' to Dynacons Technologies Limited, the issued, subscribed and paid up share capital of DSSL shall stand accordingly reduced from Rs. 29,61,54,000/- divided into 14,80,77,000 fully paid up equity shares of Rs. 2/- each to Rs. 5,92,30,800/- divided into 5,92,30,800 equity shares fully paid up of Re. 1/- each. Accordingly, upon the scheme coming into effect, the share capital of DSSL shall stand reorganized in a manner that every member holding 10 (TEN) equity shares of Rs.2/- each shall hold 4 (FOUR) equity shares of Re. 1/- each. NO DEALINGS FROM DATE & SETT. NO. 06/01/2011 DR-198/2010- 2011 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 31.12.2010) Dynacons Systems & Solutions Ltd has informed BSE regarding 'Allotment of Equity Shares pursuant to the scheme of Arrangement'. Announcement: 'With reference to the earlier announcement regarding fixation of January 07, 2011 as the record date for the purpose of issuance of shares by M/s. Dynacons Technologies Limited (DTL) to the shareholders of Dynacons Systems & Solutions Limited (DSSL) pursuant to Scheme of Arrangement between DSSL and DTL and their respective shareholders and creditors, the Board has been informed, that the Board of Directors of DTL, has in accordance with the terms of the Scheme of Arrangement on January 18, 2011 issued and allotted an aggregate of 44,432,100 equity shares of Re. 1/- each DTL, credited as fully paid-up, to the members of DSSL whose names are recorded in the register of members and records of the depository as members of DSSL on the record date, in the ratio of 3 (three) equity shares in DTL of face value of Re. 1/- each credited as fully paid-up for every of 10 (ten) equity shares of Rs. 2/- each fully paid-up held by such member in DSSL. As per the terms of Scheme of Arrangement, all equity shares of DTL (including those issued in terms of Scheme of Arrangement) shall be listed and/or admitted to trading on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. (the Stock Exchanges) where the existing Equity Shares of DSSL are listed and admitted for trading subject to: a) in the case of shares allotted in demat form, remain frozen in the depositories system and therefore, not be available for trading; and b) in the case of shares allotted in physical form, not be available for trading on the floor of the Stock Exchange(s) till the relevant directions in relation to listing/trading are given by the relevant Stock Exchange(s). Further as provided in the Scheme of Arrangement the paid-up equity share capital of DSSL has been reduced from Rs. 296,923,500 divided into 148,077,000 equity shares of Rs. 2 each to Rs. 59,230,800 divided into 59,230,800 equity shares of Re. 1/- each in a manner that every member whose names are recorded in the register of members and records of the depository as members of DSSL on the record date, holding 10 equity shares of Rs. 2/ - each shall hold 4 equity shares of Rupee 1/ - each post arrangement.' (As Per BSE Announcement Dated on 18.01.2011)