Composite Scheme of Arrangement between TCS Limited, TCS e-Serve Limited and TCS e-Serve International Limited and their respective Shareholders
October 9, 2013: The Hon’ble High Court of Judicature at Bombay has approved the Composite Scheme of Arrangement between Tata Consultancy Services Limited (TCS) and TCS e-Serve Limited (e-Serve) and TCS e-Serve International Limited (TEIL) and their respective shareholders under Sections 391-394 of the Companies Act, 1956 on September 6, 2013.
As provided in the Composite Scheme of Arrangement, TCS has issued and allotted 15,06,983 equity shares of ₹1 each on October 7, 2013 to every public equity shareholder of e-Serve, except TCS, in the ratio of 13 equity shares of ₹1 each of TCS for every 4 equity shares of ₹10 each of e-Serve.
Further, on consolidation of all fractional entitlements, 365 equity shares of TCS have been issued and allotted to a separate trust called the “Amalgamation of e-Serve with TCS - Fractional Entitlement Trust”. This Trust will sell those shares and distribute such net sale proceeds to the members entitled to these fractional entitlements in the same proportion as their respective fractional entitlements bear to the consolidated fractional entitlement.
Eligible shareholders of erstwhile e-Serve shall receive credit of TCS shares as per their entitlement, directly into their respective Demat Accounts or, in the case of physical holdings, receive one physical share certificate of their entire holding, in the last week of October 2013.
Equity shares of e-Serve held in Demat and Physical form shall, without any further application, act, instrument of deed, be deemed to have been automatically cancelled. Those holding shares of e-Serve in physical mode are not required to surrender the physical certificate(s) in exchange for the TCS share certificate.
Consequent to the issue of 15,06,983 equity shares to shareholders of the erstwhile e-Serve, issued and paid-up share capital of TCS now stands at ₹195,87,27,979, consisting of 195,87,27,979 equity shares of face value of ₹1 each fully paid.