(12-Sep-2011 Hours IST)
Axis-IT&T Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 12, 2011, inter alia, have considered and approved the following schemes of Arrangement: 1. The composite Scheme of Arrangement, where Cades Digitech Private Limited ('Cades'), a subsidiary of Axis-IT&T Limited (Axis IT&T) and Tayana Digital Private Limited the holding company of Axis-IT&T will be merged into Axis Aerospace & Technologies Limited ('AAT' or 'Resulting Company'). The Appointed Date of the Scheme shall be April 01, 2011. Further, AAT to issue shares to the shareholders of Cades as on the record date, based on the share exchange ratio as under' '1 ('One') Equity Share of Rs. 4/- each of AAT for every 1 ('One') Equity Share of Rs. 10/- each held by the shareholders of Cades.' 2. The Scheme of Arrangement where Axis-IT&T will be merged into AAT, the Resulting Company. The Appointed Date of the Scheme shall be April 01, 2011. AAT to issue shares to the shareholders of Axis IT&T as on the record date, based on the share exchange ratio as under : '1 ('one') Equity Share of Rs. 4/- each of AAT for every 1 ('One') Equity Share of Rs. 5/- each held by the shareholders of Axis IT&T.' The Schemes of Arrangement are subject to the requisite consents, approval of the requisite majority of the shareholders and creditors of Axis IT&T, Cades and AAT, the Hon'ble Delhi High Court and Hon'ble Karnataka High Court and the permission and approval of any other statutory or Regulatory Authorities which may be necessary for the implementation of the Scheme. Further, the scheme would be effective only on receipt of all approvals. Pursuant to the scheme and on obtaining of all approvals, shares of the resulting entity, AAT, will be listed on the the stock exchanges on which the shares of Axis IT&T are currently listed and thereby the shareholders of Axis IT & T would continue to hold the shares in a listed Company. Axis-IT&T Ltd has submitted to BSE a copy of outcome of Board Meeting which is held on November 06, 2012 Withdrawal of the above proposed Scheme The Company had filed applications under clause 24 (f) of the Listing Agreement with the National Stock Exchange Limited (NSE) and The Bombay Stock Exchange Limited (BSE), seeking their approval for the proposed Scheme of Arrangement of Axis-IT&T Limited and Axis Aerospace & Technologies Limited and their respective Shareholders ('Scheme'). The stock exchanges have not approved the Scheme of Arrangement. In view of the above, the Board of Directors of the Company at their meeting held on Tuesday the 6th day of November, 2012 have decided to withdraw the said Scheme of Arrangement. The Company has also been informed by the Board of Directors of Cades Digitech Private Limited, a subsidiary of Axis-IT&T Limited, that they have decided to withdraw the Composite Scheme of Arrangement filed with the Hon'ble High Court of Karnataka. In the meeting, the Board decided to consider other methods of restructuring, keeping in mind the best interests of the Company and its stakeholders. For this purpose, the Board decided to appoint M/s. Price Waterhouse Coopers Private Limited, Bengaluru, to evaluate various restructuring opportunities. (As Per BSE Announcement Dated on 07.11.2012)
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