(29-Sep-2015 Hours IST)
Blue Star Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 29, 2015 based on the recommendations of the Audit Committee and deliberations at the Board meeting, the Board considered and approved, subject to the necessary approvals being received, the amalgamation of Blue Star Infotech Limited (BSIL) with the Company and thereafter amalgamation of Blue Star Infotech Business Intelligence & Analytics Private Limited (BSIAPL) with the combined Blue Star Limited ('Proposed Amalgamation') on the terms and conditions as stated in the draft scheme ('Composite Scheme') placed before the Board. BSIL and BSIAPL are engaged in the business of providing information technology, software development and consulting services and BSIAPL is a wholly owned subsidiary of BSIL. Salient features of the Proposed Amalgamation are as follows: 1. Appointed Date: The appointed date for the Proposed Amalgamation is April 01, 2015. 2. Share Exchange Ratio: The Scheme contemplates: 2.1. A share exchange ratio of 7 (Seven) equity shares of Rs. 2 (Rupees Two) each of the Company for every 10 (Ten) equity shares of Rs. 10 (Rupees Ten) each held in BSIL. The equity shares held by the Company in BSIL shall be deemed to be cancelled without any further act or deed, and no shares of Company are required to be issued in lieu thereof. 2.2. Upon the Scheme coming into effect, 100% of the equity share capital of BSIAPL, beneficially held by the Company and its nominee shall be deemed to be cancelled without any further act or deed, and no shares of Company are required to be issued in lieu thereof. Blue Star Infotech Ltd has informed BSE the Board of Directors of the Company at its meeting held on September 29, 2015, has reviewed, discussed and approved the following: 1.Merger of the Company and its wholly owned Indian subsidiary with Blue Star Limited The Board has considered and approved the amalgamation of the Company and its wholly owned subsidiary Blue Star infotech Business Intelligence and Analytics Private Limited with Blue Star Limited ('BSL') ('Proposed Amalgamation') on the terms and conditions as stated in the draft scheme ('Scheme') placed before the Board, subject to the necessary approvals being received. The appointed date for the Proposed Amalgamation is April 01, 2015. The Scheme contemplates a share exchange ratio of 7 (Seven) equity shares of Rs. 2 (Rupees Two) of BSL (each credited as fully paid up) for every 10 (Ten) equity shares of Rs. 10 (Rupees Ten) held by an equity shareholder in the Company. The equity shares held by BSL in the Company shall be deemed to be cancelled without any further act or deed, and no shares of BSL will be required to be issued in lieu thereof. Actions in this regard seeking members' approval would be initiated separately including, but not limited to statutory compliances, public notices etc. Blue Star Ltd has informed BSE that further to receipt of the NOC from stock exchanges vide their Observation Letters dated December 09, 2015 for the Composite Scheme of Amalgamation of Blue Star Infotech Limited and Blue Star Infotech Business Intelligence & Analytics Private Limited with Blue Star Limited, the Company have filed the said Scheme with the Hon'ble Bombay High Court for seeking its directions interalia to hold meeting of the shareholders for their approval. (As Per BSE Announcement Dated on 14.12.2015) Blue Star Ltd has informed BSE that in furtherance of the application filed jointly by Blue Star Limited, Blue Star Infotech Limited and Blue Star Infotech Business Intelligence & Analytics Private Limited dated October 28, 2015 with the Competition Commission of India for the Scheme of Amalgamation of Blue Star Infotech Limited and Blue Star Infotech Business Intelligence & Analytics Private Limited with the Company, the Commission in its Meeting held on December 16, 2015 considered the proposed combination and approved the same. (As Per BSE Announcement Dated on 23.12.2015) Blue Star Ltd has informed BSE regarding the details of Voting results of Postal Ballot of the Company dated February 27, 2016, under Regulation 44(3) of SEBI (LODR) Regulations, 2015. To consider the Composite Scheme of Amalgamation of Blue Star Infotech Limited and Blue Star Infotech Business Intelligence And Analytics Private Limited with the Company and their respective shareholders and creditors. (As per BSE Announcement dated on 28.02.2016) Blue Star Infotech Ltd has informed BSE that the Company Scheme Petition on the Composite Scheme of Amalgamation of Blue Star Infotech Limited and Blue Star Infotech Business Intelligence and Analytics Private Limited with Blue Star Limited and their respective shareholders and creditors has been admitted by the Hon'ble High Court of Judicature at Bombay on March 04, 2016. The Petition has been fixed for hearing before the Hon'ble Judge taking Company matters on April 15, 2016 at 11 a.m. onwards. (As Per BSE Announcement Dated on 04.03.2016) Blue Star Infotech Ltd has informed BSE that the Company have been informed by Blue Star Limited that the Board of Directors of Blue Star Limited have approved at their meeting held on March 11, 2016 the provision of dividend at Rs. 6.50 per share for 53,91,383 equity shares proposed to be issued to the shareholders of Blue Star Infotech Limited post completion of Amalgamation as per swap ratio pursuant to the Composite Scheme of Amalgamation between Blue Star Infotech Limited and Blue Star Infotech Business Intelligence and Analytics Private Limited with Blue Star Limited. The Composite Scheme of Amalgamation proposes the issue of 7 fully paid-up equity shares of Rs. 2/- each in Blue Star Limited for every 10 fully paid-up equity shares of Rs. 10/- each in Blue Star Infotech Limited upon the scheme being approved by the Honourable Bombay High Court. Further the Company has informed that, the dividend would be paid to the Blue Star Infotech Limited shareholders, post conversion of their shareholding to Blue Star Limited shares on a record date which will be fixed after the effective date of Amalgamation post receipt of the sanction of the Honourable Bombay High Court. (As Per BSE Announcement Dated on 11.03.2016) Blue Star Infotech Ltd has informed BSE that the Company has received the order sanctioned by the Honourable High Court of Judicature at Bombay dated April 16, 2016, sanctioning the Composite Scheme of Amalgamation of the Company and its wholly owned Indian subsidiary Blue Star Infotech Business Intelligence and Analytics Private Limited with Blue Star Limited and their respective shareholders and creditors. Upon the effective implementation of the scheme, Blue Star Limited will issue and allot to the shareholders of the Company, as on the record date to be fixed by Blue Star Limited, seven (7) fully paid up equity shares of Rs. 2/- each of Blue Star Limited for every ten (10) equity shares of Rs. 10/- each held in the Company. The Scheme shall be effective from the Appointed Date i.e. April 01, 2015, upon filing of the Certified Copy of the Order of the Hon'ble High Court, sanctioning the Scheme, with the Registrar of Companies. Further, upon receipt of the certified copy of the order, the Company shall notify the Stock Exchanges and also upload the said order on the website of the Company. (As Per BSE Announcement Dated on 22.04.2016) Blue Star Infotech Ltd has informed BSE regarding 'Updates on Composite Scheme of Amalgamation'. Blue Star Ltd has informed BSE regarding 'Updates on Composite Scheme of Amalgamation'. (As per BSE Announcement dated on 21.05.2016) Blue Star Ltd has informed BSE that the Company has fixed June 03, 2016 as the Record Date for the purpose of taking record of shareholders of Blue Star Infotech Ltd for issue and allotment of shares in accordance with the Composite Scheme of Amalgamation ('Scheme') of Blue Star Infotech Limited ('Transferor Company No 1') and Blue Star Infotech Business Intelligence and Analytics Private Limited ('Transferor Company No 2') with Blue Star Limited ('Transferee Company') their respective shareholders and creditors. (As per BSE Announcement dated on 27.05.2016) SUB. : - Amalgamation of Blue Star Infotech Ltd. (Scrip Code 532346). Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation as approved and sanctioned by the Hon'ble High Court of Judicature at Bombay between Blue Star Infotech Limited and Blue Star Limited, Blue Star Limited has intimated the Record Date to determine the entitlement of shareholders of Blue Star Infotech Limited to equity shares of Blue Star Limited. Trading Members are advised not to deal in the equity shares of Blue Star Infotech Limited with effect from the under mentioned date: COMPANY NAME CODE Blue Star Infotech Ltd. (532346) RECORD DATE 03/06/2016 PURPOSE The Scheme of Amalgamation: - Upon the Scheme becoming effective and in consideration of the Amalgamation of Blue Star Infotech Limited into Blue Star Limited, Blue Star Limited shall issue and allot Equity Shares to the shareholders of Blue Star Infotech Limited in the following share exchange ratio: '7(SEVEN) equity Shares of Blue Star Limited for every 10(TEN) equity Shares held in Blue Star Infotech Limited'. NO DEALINGS FROM 02/06/2016 DR-044/2016-2017 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 01/06/2016) Blue Star Ltd has informed BSE that the meeting of Amalgamation Committee of Board of Directors of the Company held on June 09, 2016, approved allotment of 5391383 fully paid up equity shares of Rs. 2/- each of the Company to the equity shareholders of Blue Star Infotech Limited as on June 03, 2016 (Record date) as per swap ratio mentioned in the Scheme i.e. 7 (Seven) fully paid equity shares of Rs. 2/- each for every 10 (ten) fully paid equity shares of Rs. 10/- of Blue Star Infotech Limited. (As Per BSE Announcement Dated on 09.06.2016)
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