Aftek Ltd has announced that the Board of Directors of the Company at its meeting held on December 08, 2006, has considered and approved a Scheme of Amalgamation of C2Silicon Software Solutions Pvt Ltd (‘C2Silicon’) and Elven Micro Circuits Pvt Ltd (‘EMPL’) with the Company and their respective shareholders (‘the Scheme’) u/s 391 to 394 of the Companies Act, 1956. The salient features of the Scheme are as under:
1. Appointed Date for Amalgamation is April 01, 2006.
2. Pursuant to the Scheme 123 equity shares of Rs 2/- each of the Company will be issued to the shareholders of EMPL for every 100 equity shares of Rs 2/- each held by them in EMPL. It is clarified that no shares are being issued to the shareholders of C2Silicon as C2Silicon is a wholly owned subsidiary of EMPL. The paid-up capital of the Company is Rs 17.33 crores whereas the paid-up capital of EMPL is Rs 1.00 crore.
The share exchange ratio is based on the report of M/s. Dalal & Shah. RSM Advisory Services Pte. Ltd are Advisors on the restructuring process.
3. The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders, creditors of C2Silicon, EMPL and the Company, all the relevant stock exchanges, the Bombay and the Karnataka High Courts, and the permission or approval of the Central Government or any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme.