Archana Software to consider merger of Shakthi Knitting Ltd

Archana Software Ltd has announced that the Board of Directors of the Company at its meeting held on March 07, 2007, has approved the following matter unanimously:

1. Consideration of proposed merger of M/s. Shakthi Knitting Ltd into the Company

The Scheme of Merger of M/s. Shakthi Knitting Ltd, Chennai into the Company placed before the Board was discussed and approved. As per the Scheme which is Subject to the approval of the Shareholders, Stock Exchange, other Government agencies and the sanction of the Hon'ble High Court of Madras, The Company would issue 6 equity shares of Rs 10 each and 6 Convertible Warrants, convertible within 18 months from the date of issue would be issued for every one share of Shakthi Knitting Ltd. The swap ratio of 6:1 (Archana: Shakthi Knitting) is finalized after due consideration of the valuation reports received from two Independent Chartered Accountants and also on the basis of the elaborate discussions the Board members had among themselves in this regard.

2. Seeking in principle approval of BSE for filing Scheme with the Hon'ble High Court of Madras

The Board has resolved to file the scheme of merger with the Bombay Stock Exchange, Madras Stock Exchange and seek its approval for filing the Scheme and the necessary documents with the Hon'ble Court of Madras for it to order convening of the EGM for considering the Scheme by the Shareholders.

3. To consider the amendment to object clause of the Company

The Board has resolved to amend the object clause of the Company by inserting object clauses in line with the objects of the amalgamating Company viz. Shakthi Knitting Ltd which is into knitting and other garment related businesses.

4. To appoint Independent director of the Company

The Board has considered appointment of Independent Director Mr. M B Sekar, who has good financial experience to carry out various matters relating to finance and also who would look into all types of secretarial matters pertaining to the proposed merger.

5. Shifting of the Registered Office:

To consider the shifting of registered office of the Company within Chennai city. The Registered office of the Company will be shifted within city of Chennai to No 64, Shankaran Avenue, Valachery Main Road, Chennai.

6. To convene EGM coinciding with the date of the Court Convened Meeting:

The Board has decided to call for an EGM coinciding with the date of the Court Convened meeting (which the Hon'ble High Court of Madras would order in due course) for the purposes of amending the Capital clause (for increasing the authorised capital) and objects clause and other incidental and related matters.

Source : Equity Bulls

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