At meeting held on 21 May 2014
Kalindee Rail Nirman (Engineers) announced that the Board of Directors of the Company at its meeting held on 21 May 2014, has approved a Scheme of Amalgamation, whereby the Company shall be amalgamated into and with Texmaco Rail & Engineering (Texmaco), by way of a Scheme of Amalgamation in terms of Sections 391 to 394 of the Companies Act, 1956. It is worth stating here that Texmaco is a shareholder holding 49.07% of the issued, subscribed and paid-up share capital of the Company.The aforesaid decision of the Board is based on the recommendation received from the Audit Committee and the Committee of Directors, which was formed by the Board on 02 May 2014 to explore various options for restructuring the Company, its businesses and its operational and business relationship with Texmaco, so as to create better synergy within the Company and between these entities, and to ensure that the businesses are operated in the most efficient and cost effective manner, with the ultimate aim and intent of enhancing shareholders value and improving the overall working culture/environment.
The Scheme shall result in the amalgamation of the Company into and with Texmaco with effect from 01 April 2014. The share swap ratio is 1: 1.06, i.e., 106 (One Hundred and six only) fully paid-up equity shares of Re 1 each of Texmaco shall be issued for every 100 (One Hundred) fully paid-up equity share of Rs 10 each held by a shareholder in the Company. No shares shall be issued to Texmaco as a result of the Scheme, and post effectiveness of the Scheme, Texmaco's shareholding in the Company shall stand cancelled.
The Scheme as finalized will be filed with the stock exchanges in due course in terms of Clause 24 of the listing agreement. The Scheme shall then be subject to necessary approval of the shareholders, creditors, and the approval and sanction of the Delhi High Court and the Calcutta High Court and other competent authorities, if any.
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