(11-Apr-2011 Hours IST)
Areva T&D India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 11, 2011, have in principle decided for Demerger of the Distribution Business of the Company, to its wholly owned subsidiary viz. Smartgrid Automation Distribution and switchgear Limited. As per terms, the appointed date is April 01, 2011 and the indicative fair exchange ratio in principle determined by the Valuers is:- 'For every 1 (one) Equity Share of face and paid up value of Rs. 2/- (two) held in AREVA T&D India Ltd., 1 (one) Equity Share of face and paid up value of Rs. 2/- (two) in Smartgrid Automation Distribution and switchgear Limited to be issued to the equity shareholders of AREVA T&D India Ltd.' Areva T&D India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 28, 2011, inter alia, have approved the final Scheme for Demerger of the Distribution Business of the Company, to its wholly owned subsidiary viz. Smartgrid Automation Distribution and switchgear Ltd. (As Per BSE Announcement Website dated on 30.05.2011) Areva T&D India Ltd has informed BSE regarding a Press Release dated June 02, 2011 titled 'Areva T&D India Ltd announces Demerger of its Distribution (Medium Voltage) Business Operations'. Press Release: 'AREVA T&D India Ltd's promoters, ALSTOM Sextant 5 SAS, along with certain other entities; made an open offer to the public shareholders of the Company, according to the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended up to date. This open offer provided that the Transmission activities (High Voltage systems, equipment, Power Electronics and Automation) will be separated from the Distribution activities (Medium Voltage systems, equipment and related Automation) of the Company. Accordingly, the Board of Directors of the Company, in its meeting held on May 28, 2011, gave its final approval to demerge its Medium Voltage activities, with effect from April 01, 2011, into a wholly owned subsidiary of the Company, Smartgrid Automation Distribution and Switchgear Ltd (a Company incorporated under the Companies Act, 1956, in the State of Gujarat), through a judicial process and a Scheme of arrangement (the Scheme). The Board had earlier, on April 11, 2011, accorded its approval in principle and the three Stock Exchanges. (BSE, NSE and CSE), where the Company's shares are listed, were duly notified. The Scheme contains a detailed formal plan for the separation of operations, which ensures continuity of service and accounts Inter alia for identified locations, major assets, rights and interests, liabilities and employees concerned with the Medium Voltage activities. Under the scheme, AREVA T&D India Ltd, shareholders, will remain shareholders of AREVA T&D India Ltd and be issued new shares in the new company, Smartgrid Automation Distribution and Switchgear Ltd. This announcement may be regarded as the initial disclosure event within the meaning of the Accounting Standard (AS 24) - Discontinuing Operations, notified by the Government of India, under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956.' (As Pe BSE Announcement Website dated on 02.06.2011) SUB. :- Scheme of Arrangement of Areva T&D India Ltd. (Scrip Code 522275) Trading Members of the Exchange are hereby informed that, Areva T&D India Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the Company pursuant to the Scheme of Arrangement for Demerger of the Company approved by Hon'ble High Courts of Delhi and Gujarat. COMPANY NAME CODE Areva T&D India Ltd. (522275) RECORD DATE 15/12/2011 PURPOSE Scheme of Arrangement: - Demerger of the Distribution Business (Demerged Undertaking) of Areva T&D India Ltd. into Smartgrid Automation Distribution and Switchgear Limited (SADSL). Upon the Scheme becoming effective, in consideration of the transfer and vesting of the Demerged Undertaking into SADSL in terms of this Scheme, SADSL shall issue and allot to the shareholders of Areva T&D India Ltd., in the ratio of 1 (ONE) equity share of face value Rs.2/- each fully paid up of SADSL, for every 1 (ONE) equity share of face value Rs.2/- each fully paid up held in Areva T&D India Ltd. EX-ENTITLEMENT FROM DATE & SETT. NO. 14/12/2011 DR-175/2011- 2012 Trading Members of the Exchange are requested to take note of it. Areva T&D India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 02, 2011, in terms of the Scheme of Arrangement for Demerger, have fixed December 15, 2011 as the Record Date for determining shareholders of the Company who would be entitled to receive on a proportionate basis, for every 1 (one) fully paid-up equity share of Rs. 2/- (Rupees two) each held in AREVA T&D India Ltd., the Transferor Company, 1(one) fully paid-up equity shares of Rs. 2/- (Rupees two) each of Smartgrid Automation Distribution and Switchgear Limited, the Transferee Company. Consequent to the above, the following adjustments shall be carried out on Future and Option contracts of Areva T&D India Ltd. (Cash Segment Scrip Code: 522275 Derivatives Asset Code: ARTD): 1. All existing contracts for the month of December 2011, January 2012 and February 2012 shall be expired on Tuesday, December 13, 2011 and all the positions in said contracts shall cease to exist pursuant to expiry on December 13, 2011. 2. All the pending orders in the series to be expired shall be cancelled on Tuesday, December 13, 2011. 3. Fresh derivatives contracts for the month of December 2011, January 2012 and February 2012 on the underlying Areva T&D India Ltd. shall be reintroduced from Wednesday, December 14, 2011 being the ex-date of the underlying. The members of the exchange are requested to take note of the above (As Per BSE Notice dated on 08.12.2011) Areva T&D India Ltd has informed BSE about the following: 'In accordance with the Scheme of Arrangement for Demerger ('Scheme') between AREVA T&D India Ltd ('Transferor Company') and M/s Smartgrid Automation Distribution and Switchgear Ltd ('Transferee Company' and now known as M/s Schneider Electric Infrastructure Ltd ), duly approved by the Hon'ble High Courts of Gujarat and Delhi vide Orders dated September 19, 2011 and October 24, 2011, respectively, the Transferee Company has made allotment on December 16, 2011 to the Shareholders of AREVA T&D India Ltd whose names were appearing in the register of members as on the record date December 15, 2011. The shareholders of the Company - AREVA T&D India Ltd (Transferor Company) as on the record date December 15, 2011, have been issued and allotted 1 (one) fully paid up Equity Share of Rs. 2/- (Rupees Two) each in the Transferee Company, for every 1 (one) fully paid-up Equity Share of Rs. 2/- (Rupees Two) each held by them in the Transferor Company as on the said record date. Following the Issuance and allotment of shores as hereinabove, in terms of the Clause(s) 4.1 and 4.1.9 read together with Clause 5.6 of the Scheme, the Shares held by Transferor Company and its nominees in the Transferee Company stands cancelled and liability if any of the Transferor Company stands extinguished. Accordingly, the Transferee Company viz. M/s Smartgrid Automation Distribution and Switchgear Limited (now known as Ms Schneider Electric infrastructure Ltd) ceases to be Subsidiary of the Transferor Company. (As Per BSE Announcement Website dated on 19.12.2011)
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