(12-Jun-2012 Hours IST)
Maruti Suzuki India Ltd has informed BSE about Outcome of Board Meeting held on June 12, 2012 Inter alia, has informed BSE that a Committee of Independent Directors ('Committee') of Maruti Suzuki India Limited ('MSIL'), which was constituted by the Board of Directors of MSIL ('Board') at its meeting held on March 24,2012, to explore the possibility of restructuring the business and operations of MSIL has submitted its recommendations to the Board. The Committee has, with an objective of synergic consolidation and integration, recommended the amalgamation of Suzuki Powertrain India Limited ('SPIL') into and with MSIL. The Board has noted that such amalgamation of SPIL into and with MSIL shall result in: (i) consolidation of the businesses presently being carried on by SPIL and MSIL,which shall be beneficial to the interests of the shareholders, creditors and employees of both the companies and to the interests of public at large, as such amalgamation would create greater synergies between the businesses of both the companies and would enable them to have large asset base, access to better financial resources as well as enable them to manage their businesses more efficiently by effectively pooling the management, administrative, technical skills and resources of each other; (ii) creation of value for shareholders of MSIL; (iii) creation of better synergies across the group and optimal utilisation of resources; (iv) better administration and cost reduction (including reduction in administrative and other common costs); (v) alignment, coordination and streamlining of day to day operations of business of both the companies; and (vi) creation of synergies of operations besides economies of administrative and managerial costs by combining operations, which will result in improved performance and enhance shareholders' value. After noting the above, the Board accepted the recommendations of the said Committee and has inter-alia taken the following decisions: (i) Approved and accepted the proposal of amalgamation of SPIL into and with MSIL in terms of the Scheme of Amalgamation ('Scheme') under Section 391 to Section 394 of the Companies Act 1956, a draft of which was also presented before the Board and considered. (ii) Approved the swap ratio of 1:70 i.e. One (1) share of Rs. 5/- each fully paid up in MSIL for every seventy (70) shares of Rs. 10/- each fully paid up in SPIL. The swap ratio is based on the valuation report submitted by Ernst & Young Pvt. Ltd, and KPMG India Private Limited and the fairness of such valuation having been confirmed by Kotak Mahindra Capital Company Limited, an independent merchant banker. (iii) The appointed date for the amalgamation shall be April 01, 2012. (iv) The Scheme as finalized will be filed with the stock exchanges in due course. The Scheme shall then be subject to necessary approval of the shareholders, creditors, Competition Commission of India, and the approval and sanction of High Court of Judicature of Delhi at New Delhi. Maruti Suzuki India Ltd has informed BSE that at the court convened meeting of the equity shareholders of the Company, held on September 29, 2012, the equity shareholders of the Company have approved the Scheme of Amalgamation between Maruti Suzuki India Ltd. and Suzuki Powertrain India Limited and their respective shareholders and creditors. The said Scheme of Amalgamation is now subject to the final approval of the Hon'ble High Court of Delhi at New Delhi. (As Per BSE Announcement Dated on 01.10.2012) Maruti Suzuki India Ltd has informed BSE that at the court convened meeting of the unsecured creditors of the Company, held on September 29, 2012, the unsecured creditors of the Company have approved the Scheme of Amalgamation between Maruti Suzuki India Ltd. and Suzuki Powertrain India Limited and their respective shareholders and creditors. The said Scheme of Amalgamation is now subject to the final approval of the Hon'ble High Court of Delhi at New Delhi. (As per BSE Announcement Dated on 03.10.2012)
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