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| Exchange Disseminated Time | Tata Consultancy Services Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 18, 2012, have approved the following, pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956, or any statutory modifications, re-enactments or amendments thereof from time to time:
i. Composite Scheme of Arrangement between TCS, TCS e-Serve Limited (e-Serve) and TCS e-Serve International Limited (TEIL) :
The Composite Scheme of Arrangement, inter alia, provides for (i) Merger of e-Serve into TCS; and (ii) demerger of TEIL's Special Economic Zone (SEZ) Undertaking(s) to TCS. The Appointed Date proposed for this Scheme is April 01, 2013.
TCS holds 96.26% of the paid up equity share capital of e-Serve. TEIL is a wholly owned subsidiary of e-Serve.
As per the terms of the Scheme of Arrangement, shareholders of e-Serve (other than TCS) will receive 13 equity share(s) of Rs. 1 each of TCS for every 4 equity share(s) of Rs. 10 each of e-Serve held by them. The Swap Ratio has been arrived at based on the valuation report prepared by M/s. Price Waterhouse & Co. Morgan Stanley India Company Private Limited has issued a fairness opinion on the same.
ii) Scheme of Merger of Computational Research Laboratories Limited and Retail FuIIServe Limited into TCS:
The Scheme of Merger, inter alia, provides for Merger of Computational Research Laboratories Limited and Retail FuIIServe Limited with TCS. The proposed Appointed Date for the merger of CRL is October 01, 2012 and for the merger of RFL is April 01, 2012.
Computational Research Laboratories Limited and Retail FuIIServe Limited are wholly-owned subsidiaries of TCS and hence, no shares will be issued upon the scheme becoming effective.
The above Schemes are subject to the approval of the members and/or creditors and the Hon'ble High Court(s) and other statutory approvals, as may be required by law. |
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