Digjam Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 31, 2015 have, as recommended by the Audit Committee, approved the proposed Scheme of Amalgamation between DIGJAM Limited with DIGJAM Textiles Limited, and their respective Creditors and Shareholder ('Scheme of Amalgamation' or 'Scheme') for amalgamation of DIGJAM Limited with DIGJAM Textiles Limited subject to all relevant approvals. The Board of Directors of DIGJAM Textiles Limited have also approved the Scheme of Amalgamation at its meeting held July 31, 2015. DIGJAM Textiles Limited is currently not a listed Company. The Salient features of the draft Scheme of Amalgamation are, inter-alia as under: 1. The draft Scheme of Amalgamation provides for the Amalgamation of Digjam Limited (defined as Amalgamating Company in the Scheme) into its wholly owned subsidiary i.e. Digjam Textiles Limited (defined as Amalgamated Company in the Scheme). 2. The Appointed date of the draft Scheme of Amalgamation is fixed as close of business on June 30, 2015 or such other date as may be assented to and approved by the Board of Directors. 3. All properties, assets and rights, etc. (as defined in the Scheme) of the Amalgamating Company shall become the properties, assets and rights etc. of the Amalgamated Company. 4. All liabilities (as defined in the Scheme) of the Amalgamating Company shall become the liabilities of the Amalgamated Company. 5. The transfer of the Amalgamating Company will be on a going concern basis. 6. The recommended consideration for the amalgamation: i. To the equity shareholders of DIGJAM Limited, 8,76,41,621 (Eight Crores Seventy Six Lakhs Forty One Thousand Six Hundred Twenty One Only) fully paid up equity shares of face value of INR 10 (Ten) each at a Premium of INR 5 (Five) per equity share of the Amalgamated Company for the same number of equity shares of face value of INR 10 (Ten) held in the Amalgamating Company, held on the Record Date by such equity shareholders or their successors in the Amalgamating Company and ii. To the 8% Non-Convertible Redeemable Preference Shareholders of DIGJAM Limited, the same number of 8% Non-Convertible Redeemable Preference Shares of face value INR 100 (Hundred) each as fully paid up of the Amalgamated Company, held on the Record Date by such Preference Shareholders or their successors, on same terms and conditions on which, the said 8% Non-Convertible Redeemable Preference Shares were issued by the Amalgamating Company. iii. The aforesaid shares shall be allotted, without any application, deed or payment, to the shareholders of DIGJAM Limited on a record date to be fixed after the Scheme becomes effective in terms thereof, and their existing shareholdings in DIGJAM Limited will stand automatically cancelled. 7. The new equity shares issued by the Amalgamated Company pursuant to the amalgamation shall after relevant approvals be listed/admitted to trading on the BSE Limited and the National Stock Exchange of India Limited where the equity shares of the Amalgamating Company are listed and/or admitted to trading. 8. Upon the Scheme of Amalgamation coming into effect, the name of the Amalgamated Company shall be changed to 'DIGJAM Limited'. 9. Upon the Scheme of Amalgamation coming into effect, the Amalgamating Company shall be dissolved without being wound up. BMR Advisors are acting as transaction and restructuring advisors to the Scheme of Amalgamation. Digjam Ltd has informed BSE that upon receipt of the Observation Letters of BSE Limited and National Stock Exchange of India Limited, the companies have filed the necessary applications before the Hon'ble High Court of Gujara! Ahmedabad seeking directions for convening the respective meetings of the members and creditors or dispensation thereof as may be permitted by the Hon'ble High Court. The Company shall update the Exchange upon receipt of the Orders of the Hon'ble High Court. (As per BSE Announcement dated on 29.10.2015) With reference to the earlier announcement dated October 29, 2015 informing that the companies have filed their respective applications before the Hon'ble High Court of Gujarat at Ahmedabad for the Scheme of Amalgamation between Digjam Limited and Digjam Textiles Limited ('the companies' and their respective creditors and shareholders), Digjam Ltd has now informed BSE that the matter was heard by the Hon'ble High Court on November 02, 2015 and, inter alia, the following was ordered: 1. In respect of the Application filed by Digjam Limited: - Meeting of the Equity shareholders be convened on Saturday, December 12, 2015 at 10.00 a.m. at the Registered Office of the Company - Meetings of the Preference shareholder, Secured and Unsecured Creditors be dispensed with. 2. In respect of the Application filed by Digjam Textiles Limited, the meetings of the Equity Shareholders and Creditors be dispensed with. The certified copy of the Order is awaited. (As per BSE Announcement dated on 02.11.2015) Digjam Ltd has informed BSE that pursuant to the unanimous approval of the Shareholders to the Scheme of Amalgamation between Digjam Limited and Digjam Textiles Limited (the companies') and their respective creditors and shareholders at the Court Convened Meeting held on December 12, 2015, the Company as well as Digjam Textiles Limited (its wholly owned subsidiary) have filed before the Hon'ble High Court of Gujarat their respective Petitions to obtain sanction of the Hon'ble High Court to the aforesaid Scheme of Amalgamation. (As Per BSE Announcement Dated on 15.12.2015) Digjam Ltd has submitted to BSE a copy of Minutes of the Court Convened Meeting held on December 12, 2015. With reference to the earlier letter dated December 15, 2015, Digjam Ltd has now informed BSE that the Hon'ble High Court of Gujarat vide Order dated December 18, 2015 have admitted the Petitions filed by the Company as well as Digjam Textiles Limited (its wholly owned subsidiary) for obtaining sanction to the Scheme of Amalgamation between Digjam Limited and Digjam Textiles Limited ('the companies') and their respective creditors and shareholders and fixed February 10, 2016 for hearing the same. (As per BSE Announcement dated on 18.12.2015) With reference to the earlier letter dated December 18, 2015 in connection with the Scheme of Amalgamation between Digjam Limited and Digjam Textiles Limited ('the companies') and their respective creditors and shareholders. Digjam Ltd has informed BSE that as directed by the Hon'ble High Court of Gujarat vide their Order dated December 18, 2015, the enclosed newspaper notice is being published in the Newspapers. (As Per BSE Announcement Dated on 28.12.2015) With reference to the earlier letter dated December 18, 2015, in connection with the Scheme of Amalgamation between Digjam Limited and Digjam Textiles Limited ('the companies') and their respective creditors and shareholders. Digjam Ltd has now informed BSE that final hearing which was scheduled on February 10, 2016 before the Hon'ble High Court of Gujarat has been adjourned to February 17, 2016. (As Per BSE Announcement Dated on 10.02.2016) With reference to the earlier letter dated February 10, 2016, Digjam Ltd has now informed BSE that the Hon'ble High Court of Gujarat vide its Oral Judgement has on February 17, 2016 sanctioned the Scheme of Amalgamation between Digjam Limited and Digjam Textiles Limited (the wholly owned subsidiary) and their respective Creditors and Shareholders u/s 391 to 394 of the Companies Act, 1956 and applicable provisions of the Companies Act, 2013, if any, and necessary application is being made to the Hon'ble High Court of Gujarat for the certified copy of the said Order. (As Per BSE Announcement Dated on 17.02.2016) Digjam Ltd has informed BSE regarding Outcome of Board Meeting held on March 10, 2016. 'This is in continuation of our letters dated February 17, 2016 & March 07, 2016 informing about the Oral Order of the Hon'ble High Court of Gujarat approving the aforesaid Scheme and for holding the Board Meeting. While we have not yet received the Certified Copy of the formal Common Order dated February 17, 2016 (which is already available online on the website of Hon'ble High Court of Gujarat), the Boards of both Digjam Limited and Digjam Textiles Limited met today and noted the details of the same. A copy of the certified copy of the Common Order will be sent separately for your information and records. For ready reference, the salient features of the Scheme are as under: i. The Appointed date of the Scheme of Amalgamation means the close of business on June 30, 2015 or such other date as may be assented to and approved by the Board of Directors and approved by the High Court. ii. With effect from the Appointed Date, the entire business and undertaking of Amalgamating Company consisting all its assets and liabilities shall be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Amalgamated Company, as a going concern, without any further act, instrument, deed, matter or thing to be made, done or executed so as to become, as and from the Appointed Date, the business and undertaking of the Amalgamated Company by virtue of and in the manner provided in the Scheme. The transfer and vesting of the assets of the Amalgamating Company with the Amalgamated Company shall be subject to the existing mortgages and charges. iii. In consideration for the amalgamation of the Amalgamating Company with Digjam Textiles Limited, Digjam Textiles Limited shall, without any further application or deed, issue and allot: - to the equity shareholders of the Amalgamating Company (whose names appear in the Register of Members as on the Record Date or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be), the following equity shares: '8,76,41,621 (Eight Crores Seventy Six Lakhs Forty One Thousand Six Hundred Twenty One Only) fully paid up equity shares of face value of lNR 10 (Ten) each at a Premium of INR 5 (Five) per equity share of the Amalgamated Company to the equity shareholders of the 'Amalgamating Company' in the ratio of 1 (one) equity share in the Amalgamated Company against 1 (one) equity share held in the Amalgamating Company' - to the holders of 8% Non-Convertible Redeemable Preference Shares of face value INR 100 (Hundred) each of the Amalgamating Company (whose name appear in the Register of Members as on the Record Date or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be), the same number of 8% Non-Convertible Redeemable Preference Shares of face value INR 100 (Hundred) each as fully paid up of the Amalgamated Company, on same terms and conditions on which, the said 8% Non-Convertible Redeemable Preference Shares were issued by the Amalgamating Company. iv. Upon allotment of equity shares and the preference shares as aforesaid, the equity shares held by the equity shareholder and the 8% Non-Convertible Redeemable Preference Shares held by the preference shareholders in the Amalgamating Company, whether in physical form or electronic form shall, without any further application, act, instrument or deed, be deemed to have been automatically cancelled and be of no effect on and from the record date. v. Under the Scheme, the Authorised Share Capital consisting of the Equity Share Capital and the Preference Share Capital of the Amalgamating Company shall stand combined with the Authorised Share Capital of the Amalgamated Company and accordingly, the Memorandum of Association of the Amalgamated Company shall automatically stand amended accordingly as an integral part of the Scheme. vi. Under the Scheme with effect from the Appointed Date, the amalgamation of the Amalgamating Company with the Amalgamated Company shall be accounted as per 'The Purchase Method' prescribed under Accounting Standard 14 - 'Accounting for Amalgamations' issued by the Institute of Chartered Accountants of India and notified by the Central Government. The difference, if any, between the value of net assets of the business transferred from the Amalgamating Company as recorded by Digjam Textiles Limited, and the amount credited to Share Capital and Securities Premium Account and cancellation of inter-company balances and investment shall be credited to the Capital Reserve Account or shall be debited to the Goodwill Account of Amalgamated Company, as the case may be. vii. As provided in the Scheme, the name of the Amalgamated Company shall be changed from 'Digjam Textiles Limited' to 'Digjam Limited' in accordance with Section 13 of the Companies Act, 2013 and other relevant provisions of the Act as applicable without any act or deed and the name of Digjam Textiles Limited wherever it occurs in the Memorandum of Association and Articles of Association shall stand substituted by 'Digjam Limited'. Thus, on completion of certain formalities the name change shall become effective. viii. On the Scheme coming into effect, the Amalgamating Company without any further act, instrument or deed shall stand dissolved without winding up. Further pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the following are the materially relevant decisions taken by the Board of Directors of Digjam Textiles Limited at their Meeting held on date: - a. The Company has authorised the Committee of Directors to fix the Record Date for allotment of Shares to the Shareholders of erstwhile Digjam Limited after the Certified Copy of the Order is filed and the Scheme becomes effective. b. The Board of Directors of Digjam Textiles Limited has been expanded and reconstituted wef March 10, 2016 as under:- i. Sri Sidharth Kumar Birla has been appointed as an Additional Director of the Company wef March 10, 2016 to hold office until the next Annual General Meeting and also elected as Non-Executive Chairman of the Board of Directors and his brief profile is enclosed. ii. Ms. Meenakshi Birla has been appointed as an Additional Director of the Company wef March 10, 2016 to hold office until the next Annual General Meeting and her brief profile is enclosed. Sri Sidharth Kumar Birla and Ms. Meenakshi Birla are related to each other. iii. Sri C.L. Rathi has been appointed as an Additional Director of the Company wef March 10, 2016 to hold office until the next Annual General Meeting and his brief profile is enclosed. iv. Sri Bharat Anand has been appointed as an (Independent) Additional Director of the Company wef March 10, 2016 to hold office until the next Annual General Meeting and his brief profile is enclosed. v. Sri A.C. Mukherji has been appointed as an (Independent) Additional Director of the Company wef March 10, 2016 to hold office until the next Annual General Meeting and his brief profile is enclosed. vi. Sri G. Momen has been appointed as an (Independent) Additional Director of the Company wef March 10, 2016 to hold office until the next Annual General Meeting and his brief profile is enclosed. c. Sri S. Ragothaman, Director of the Company was designated as Independent Director of the Company and his brief profile is enclosed. d. Sri C. Bhaskar, Director of the Company has been designated as the Managing Director & Chief Executive Officer of the Company effective from the date of filing of the certified copy of the Common Order with Registrar of Companies, Gujarat i.e. from the effective date and his brief profile is enclosed. e. Sri Satish Shah has resigned as Director of the Company with immediate effect and thereupon, the Board has appointed him as Chief Financial Officer of the Company wef March 10, 2016 and his brief profile is enclosed. f. Sri Jatin Jain, Company Secretary of the Company was also designated as Compliance Officer of the Company. g. Appointment of M/s MCS Share Transfer Agent Limited, Kolkata as Registrar and Share Transfer Agents of the Company in view of proposed listing with Stock Exchanges. The said appointment will be effective upon execution of necessary agreement and will be notified separately.' (As per BSE Announcement dated 10.03.2016) Digjam Ltd has informed BSE that the Committee of the Board of Directors of Digjam Textiles Limited will meet upon filing of the Certified Copy of the Order of the High Court of Gujarat with the Registrar of Companies, Gujarat on March 17, 2016 to fix the Record Date for allotment of Shares to the Shareholders of Digjam Limited (Amalgamating Company). (As Per BSE Announcement Dated on 14.03.2016) Digjam Textiles Ltd has informed BSE that the following: 'In continuation of the letter dated March 14, 2016 from Digjam Limited intimating that the Committee of Directors of the Company will meet on March 17, 2016 to fix the Record Date for allotment of Shares to the Shareholders of Digjam Limited (Amalgamating Company). This is to confirm that the Certified Copy of the Order of the Hon'ble High Court of Gujarat sanctioning the Scheme has been filed on March 17, 2016 with the Registrar of Companies, Gujarat by both the companies and thereby, the Scheme has come into effect from March 17, 2016 with the Appointed Date as on close of business on June 30, 2015. Consequently, Digjam Limited stands dissolved without winding-up. Further, the Committee has fixed March 31, 2016 as the Record Date for determining the Shareholders of erstwhile Digjam Limited who will be entitled to be allotted shares in Digjam Textiles Limited. It may be noted that the name of the Company 'Digjam Textiles Limited' will pursuant to the sanction of the Scheme stand changed to 'Digjam Limited' upon compliance of required formalities with the Registrar of Companies, Gujarat.' (As per BSE Announcement dated 22.03.2016) SUB. : - Amalgamation of Digjam Ltd. (Scrip Code 503796). Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation as approved and sanctioned by the Hon'ble High Court of Gujarat at Ahmedabad between Digjam Limited and Digjam Textiles Limited, Digjam Textiles Limited has intimated the Record Date to determine the entitlement of shareholders of Digjam Limited to equity shares of Digjam Textiles Limited. Trading Members are advised not to deal in the equity shares of Digjam Limited with effect from the under mentioned date: COMPANY NAME CODE Digjam Ltd. (503796) RECORD DATE 31/03/2016 PURPOSE Scheme of Amalgamation: - Upon coming into effect of the Scheme and in consideration for the Amalgamation of Digjam Limited into Digjam Textiles Limited, Digjam Textiles Limited shall issue and allot Equity Shares to the shareholders of Digjam Limited in the following share exchange ratio: '1(ONE) equity Share of Digjam Textiles Limited for every 1(ONE) equity Share held in Digjam Limited'. NO DEALINGS FROM 30/03/2016 DR-001/2016-2017 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 23.03.2016) Digjam Ltd has informed BSE that the Committee of Directors at their meeting held on April 29, 2016 have allotted to the shareholders of erstwhile Digjam Limited, whose names appear in the Register of Members on the Record Date, March 31, 2016:- 1. 8,76,41,621 Equity Shares of Rs. 10/- each at a premium of Rs. 5/- per share in the ratio of 1 Equity Share for every 1 Equity Share held in the Amalgamating Company. The said Shares are to be listed on BSE Limited and National Stock Exchange of India Limited in terms of the aforesaid Scheme of Amalgamation. 2. 5,00,000 8% Non-Convertible Redeemable Preference Shares on the terms and conditions on which the said shares were issued by erstwhile Digjam Limited (Amalgamating Company) and are not required to be listed. The Equity Shares are being credited to the respective demat accounts of those shareholders who hold the Equity Shares in dematerialized form and Share Certificates are being dispatched to the shareholders holding shares in physical form on the Record Date. (As Per BSE Announcement Dated on 29.04.2016)