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| Exchange Disseminated Time | RSWM Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 09, 2014, considered and approved the amalgamation of Cheslind Textiles Limited (CTL) with RSWM, in terms of the Scheme under the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 and the applicable provisions of the Companies Act, 2013, as and when they come in force.
The Scheme is approved by the Board subject to the requisite approvals of the shareholders and/ or creditors of RSWM and the Board, shareholders and/or creditors of CTL and as may be directed by the Hon’ble High Court of Rajasthan at Jodhpur and Hon’ble High Court at Madras and subject to further to all such requisite approvals as may be required from the relevant regulatory authorities.
The salient features of the Scheme are as follows:
1. The Appointed Date of the Scheme would be April 01, 2013 or such other date as Hon’ble High Courts may direct or approve;
2. All assets and liabilities of CTL will be transferred to and vested in RSWM;
3. Upon coming into effect of the Scheme and in consideration for the transfer and vesting of CTL in RSWM, RSWM shall, without any further application or deed, issue and allot Optionally Convertible Redeemable Preference Shares, credited as fully paid up, to the members of CTL whose name appears in the Register of Members of CTL as on the Record Date or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, in the ratio of:
“1 (One) Optionally Convertible Redeemable Preference Share of nominal value of Rs. 7.50 (Rupee Seven and Fifty Paise) at par of RSWM and credited as fully paid up for every 1 (One) Equity Share of nominal value of Rs. 10/- (Rupees Ten) each fully paid up held in CTL upon the terms”
4. The above terms including the Exchange Ratio and the Conversion Price Ratio, as mentioned in the Scheme, has been determined by the Board of the RSWM on the basis of the Valuation Report by independent valuer, M/s. S. S. Kothari Mehta & Co., Chartered Accountants and the Fairness opinion by M/s. D & A Financial Services Private Limited, a SEBI Registered Merchant Banker. |
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