Inter alia, approved:- 1. APPROVED SCHEME OF AMALGAMATION OF ADV...
Inter alia, approved:- 1. APPROVED SCHEME OF AMALGAMATION OF ADVANCED RAIL CONTROLS PRIVATE LIMITED WITH CONCORD CONTROL SYSTEMS LIMITED :- The Board considered the Report of the Audit Committee and Independent Directors Committee and approved the proposed Scheme of Amalgamation of Advanced Rail Controls Private Limited (Transferor Company), a wholly owned subsidiary of the Company with Concord Control Systems Limited (Transferee Company), under section 230 to 232 of Companies Act 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016 and other applicable provision of the Companies Act, 2013 and the provisions of other applicable laws, in their Board Meeting held on May 14, 2025. 2. APPROVED THE PROPOSAL FOR THE PREFERENTIAL ISSUE OF EQUITY SHARES: The Board subject to approval of members of the Company and such other regulatory/ statutory approvals as may be required, has considered and approved the Issue and allotment of Equity Shares of face value of Rs.10/- (Rupees Ten Only) each, on preferential basis, aggregating up to INR 3,50,00,000 (Indian Rupees Three Crores Fifty Lakh Only), at such issue price and terms and conditions as may be determined by the Board/ a Committee of Directors in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the below-mentioned person (Proposed Allottee) belonging to the Non-Promoter Category, for consideration other than cash towards payment of the purchase consideration of INR 3,50,00,000/- (INR Three Crores Fifty Lakh only), payable by the Company to the Proposed Allottee, for the acquisition of up to 3,06,400 (Three Lakh Six Thousand Four Hundred) equity shares of INR 10/- each (?Purchase Shares?), representing 10% of the equity share capital of Advanced Rail Controls Private Limited (?ARC?), where Concord Control Systems Limited already hold balance 90% of the equity share capital to make it a wholly-owned subsidiary, in terms of the disclosure dated March 31, 2025.