(30-Mar-2016 Hours IST)
Dynacons Technologies Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 29, 2016, has: 1. Considered and Approved the proposal of demerger of the Business Undertaking (BU) of Ducon Technologies (I) Pvt Ltd. (DTPL) with Dynacons Technologies Limited (DTL) (Name change to Ducon Infratechnologies Limited in process) w.e.f. April 01, 2015 (being the appointed date) in terms of a draft scheme of Arrangement tabled before the Board under Sections 391-394 and other applicable provisions, if any, of the Companies Act, 1956 and Companies Act 2013 ('Scheme') subject to all relevant approvals. The Board of Directors of DTPL approved the Scheme of Arrangement in its Board Meeting held on March 29, 2016. The Business Undertaking of DTPL consists of and carries on the business of design, manufacture, supply, erection, commissioning, operates various industrial projects Including projects for pollution control systems, implementation of new technologies for modernization of old plants, providing consultation, design and supervision and to Design, manufacture, supply, erect, commission, operate Electrification projects' 2. Under the Scheme of Arrangement, DTPL (DEMERGING COMPANY) will transfer by way of Scheme of Demerger the current Business Undertaking including related businesses, undertakings, Intangibles, contracts (including employees contracts) and liabilities into DTL (RESULTING COMPANY). 3. Shareholders of DTPL shall receive 66 (Sixty Six) Equity Shares of Face Value of INR 1/- each of DTL, for every 25 (Twenty Five) Equity shares of Face Value INR 10/- each held in DTPL. 4. The Share Entitlement Ratio has been arrived at based on the Valuation report jointly prepared by M/s. SSPA & Co and M/s. Khimji Kunverji & Co., independent Chartered Accountant Firms and confirmed by a fairness opinion prepared by Arihant Capital Markets Limited, an independent Merchant Banker. The reports were submitted to the Audit Committee and presented to the Board at Its meeting. 5. This demerger will, amongst others, consolidate the businesses which will provide high level of synergistic integration, better operational management and provide value addition. Synergies arising out of Consolidation of businesses will lead to enhancement of networth of the combined business and reflection of true net worth in financial statements, improved alignment of debt and enhancement in earnings and cash flows. 6. The draft Scheme has been recommended by the Audit Committee of the Company, at its meeting held on March 29, 2016 taking into consideration, inter alia, the valuation report. 7. The new shares proposed to be Issued as consideration will be listed on BSE Ltd. and National Stock Exchanges of India Limited (Collectively referred as 'Stock Exchanges) 8. The Scheme will be filed with the Stock Exchanges where the shares of DTL are listed for receiving their comments to the Scheme and shall be submitted for Sanction to the Hon'ble High Court of Bombay. Ducon Infratechnologies Limited updates on Scheme of Amalgamation (As per BSE Announcement dated on 07.03.2017) Update on Scheme of Arrangement between Ducon Infratechnologies Limited and Ducon Technologies (India) Private Limited. (As Per BSE Announcement Dated on 23.06.2017) Effective date of the Scheme (As per BSE Announcement date on 30/04/2018) Allotment of shares and Audited results for Q4 and Year ended 31st March 2018 (As per BSE Announcement date on 30/05/2018)
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