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| Exchange Disseminated Time | Drillco Metal Carbides Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 31, 2013, inter alia, have approved a Scheme of Amalgamation and Arrangement of La Tim Sourcing [India] Private Limited with LA TIM METAL & INDUSTRIES LIMITED (Formerly known as Drillco Metal Carbides Limited) ["the Company"] pursuant to the provisions of Sections 391 to 394 read with Sections 78,100 to 104 and other applicable provisions of The Companies Act, 1956 and/or as amended and as may be modified or re-enacted with The Companies Act, 2013 (The Act) as per the terms and conditions mentioned in the Scheme placed before the Board.
The Scheme is approved by the Board subject to the requisite approval of the members and/or creditors of the Company as may be directed by the High Court of judicature at Bombay and subject to all such requisite approvals from the relevant regulatory authorities and sanction of the High Court of Judicature at Bombay.
The salient features of the proposed Scheme are:
1. The Appointed Date of the Scheme would be April 01, 2013 or any other future date court deems to be fit.
2. The Company to issue its shares to shareholders of La Tim Sourcing (India) Private Limited on record date based on a swap ratio as determined by SEBI registered Category 1 Merchant Bankers.
The exchange ratio recommended by the valuers and approved by the Board of Directors is 2 share of LA TIM METAL & INDUSTRIES LIMITED (Face Value of Rs. 10/- each), for every 1 shares of La Tim Sourcing (India) Private Limited.
3. Dhirubhai Shah & Co, Chartered Accountants, Mumbai have provided a fairness opinion on the swap ratio. |
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