(19-Oct-2012 Hours IST)
Tata Consultancy Services Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 19, 2012, have approved the following, pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956, or any statutory modifications, re-enactments or amendments thereof from time to time: i. Composite Scheme of Arrangement between TCS, TCS e-Serve Limited (e-Serve) and TCS e-Serve International Limited (TEIL) : The Composite Scheme of Arrangement, inter alia, provides for (i) Merger of e-Serve into TCS; and (ii) demerger of TEIL's Special Economic Zone (SEZ) Undertaking(s) to TCS. The Appointed Date proposed for this Scheme is April 01, 2013. TCS holds 96.26% of the paid up equity share capital of e-Serve. TEIL is a wholly owned subsidiary of e-Serve. As per the terms of the Scheme of Arrangement, shareholders of e-Serve (other than TCS) will receive 13 equity share(s) of Rs. 1 each of TCS for every 4 equity share(s) of Rs. 10 each of e-Serve held by them. The Swap Ratio has been arrived at based on the valuation report prepared by M/s. Price Waterhouse & Co. Morgan Stanley India Company Private Limited has issued a fairness opinion on the same. Tata Consultancy Services Ltd has informed BSE that at the Court Convened Meeting of the Equity Shareholders of Tata Consultancy Services Limited held on May 31, 2013, the resolution for approval of the Composite Scheme of Arrangement between Tata Consultancy Services Limited and TCS e-Serve Limited and TCS e-Serve International Limited and their respective shareholders pursuant to Sections 391 to 394 of the Companies Act, 1956, has been passed with the requisite majority. The said Scheme of Arrangement is now subject to the sanction of the Hon'ble High Court of Judicature at Bombay. (As Per BSE Announcement Dated on 03.06.2013)
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