Himachal Futuristic Communications Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 06, 2010 has given its in-principle approval to the proposal to evaluate the amalgamation of Sunvision Engineering Company Pvt. Ltd, a financially strong Company, into the Company subject to all requisite approvals and permissions. The proposed Amalgamation would improve the financial health of the Company and provide more business opportunities. The Board has constituted an Amalgamation Committee of Directors to evaluate the proposal in detail and to present final recommendations to the Board for its approval. With reference to the earlier Announcement dated August 07, 2010 Himachal Futuristic Communications Ltd has informed BSE that the Board of Directors of the Company has given its in-principle approval to evaluate the proposal of amalgamation of Sunvision Engineering Company Pvt Ltd ('Sunvision') into Himachal Futuristic Communications Ltd ('Company'). Amalgamation: Subsequently, Amalgamation Committee of Directors had given its recommendations to the Board of Directors of the Company to amalgamate Sunvision into the Company. The Board of Directors at their Meeting held on September 21, 2010 has given its approval for Amalgamation of Sunvision into the Company with the Appointed date as January 01, 2010, subject to the requisite approval of Shareholders, Creditors, High court and all other concerned authorities. The proposed amalgamation would be beneficial to the Company as well as to all the stakeholders of the Company. The Composite Scheme of Arrangement and Amalgamation is presented with a view to achieve restructuring of the Company, which would result in increase in the networth of the Company and improvement in financial health of the Company. The Board considered the Share Exchange Ratio recommended by M/s Ernst & Young (P) Ltd, Mumbai and M/s Pravin P. Shah & Company, Chartered Accountants, Mumbai and the fairness opinion issued by M/s SMC Capitals Ltd, New Delhi, a Merchant Banker registered with the Securities and Exchange Board of India. Based on the recommendation of the said Valuers and opinion of the Merchant Banker, the Board of Directors, has approved the Share Exchange Ratio as stated herein after. Reduction & Reconstruction: Further, based on the recommendation of the Amalgamation Committee of Directors, the Board of the Company has also given its approval to reduce the paid up equity share capital from Rs. 10/- paid up per share to Re. 1/- paid up per share, subject to the requisite approval of Shareholders, Creditors, High court and all other concerned authorities. Accordingly, the existing paid up equity share capital of the Company shall be reduced from Rs. 462,79,36,970/- divided into 46,27,93,697 fully paid up equity shares of Rs. 10/- each to Rs. 46,27,93,697/- divided into 46,27,93,697 fully paid up equity shares of Rs. 1/- each. The reduction of capital would be an Integral part of the Scheme. The Reduction does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid-up share capital. The Company is adjusting a part of the losses currently standing in its Books of Account against the paid-up equity share capital. Each shareholder would continue to hold the same number of equity shares but its paid-up value would be reduced from Rs. 10/- each to Re. 1/- each fully paid up. Such a reduction would not cause any prejudice to the creditors or shareholders of the Company, as after the reduction of the equity share capital, the networth of the company will not decrease because the debit balance in the Profit & Loss Account is being adjusted against the paid up equity share capital. Approval of the Board: Under the Scheme of Arrangement & Amalgamation, the Board of Directors of the Company have approved the Share Exchange Ratio as 1:47. Accordingly, the equity shareholders of Sunvision will receive 47 (forty seven) fully paid up equity shares of the face value of Re. 1/- each of the Company for every 1 (one) fully paid up equity shares of Rs. 10/- each of Sunvision held by them on the record date to be fixed by the Company. As regarding the issue of equity shares to Optionally Convertible Debenture holders of Sunvision, 47 (forty seven) equity shares of Rs. 1/- each fully paid up will be received by them for every 1 (one) equity share of the face value of Rs. 10/- each of Sunvision held by them on the record date, if the Optionally Convertible Debentures are converted into the equity shares of Sunvision. (As Per BSE Announcement Dated on 22.09.2010) Himachal Futuristic Communications Ltd has informed BSE that the Equity Shareholders, Preference Shareholders, Secured Creditors and Unsecured Creditors of the Company have approved the Composite Scheme of Arrangement and Amalgamation of Sunvision Engineering Company Pvt Ltd its Shareholders and Optionally Convertible Debenture Holders into Himachal Futuristic Communications Ltd and its Shareholders with requisite majority as required under Section 391 to 394 of the Companies Act, 1956 at their respective meeting held on November 26, 2010 at Mushroom Centre, Chambaghat, Solan, Himachal Pradesh, pursuant to directions given by the Honble High Court of Himachal Pradesh vide its Order dated October 22, 2010 in Company Petition No. 12 of 2010. (As Per BSE Announcement Website dated on 01.12.2010) Himachal Futuristic Communications Limited has submitted to the Exchange a copy of the Notice of the hearing of confirmation Petition published in the newspaper on December 06, 2010 in connection with the proposed amalgamation of Sunvision Engineering Company Private Limited into the Company. (As Per NSE Bulletin dated on 22.12.2010) Himachal Futuristic Communications Ltd has informed BSE that the Hon'ble High Court of Himachal Pradesh at Shimla has sanctioned the Composite Scheme of Arrangement and Amalgamation of Sunvision Engineering Company Pvt. Ltd. its Shareholders & Optionally Convertible Debenture Holder into Himachal Futuristic Communications Ltd. and its Shareholders vide its Order passed on January 05, 2011. (As Pe BSE Announcement Website dated on 07.01.2011) Himachal Futuristic Communications Ltd has informed BSE about allotment of equity shares to Shareholders and Optionally Convertible Debenture Holders (OCD Holders) of erstwhile Sunvision Engineering Company Private Limited (SECPL). Announcement : 'This is in continuation to our earlier letter dated January 29, 2011 vide which we have informed you, inter - alia, about the Record Date i.e. February 09, 2011 fixed by the Board of Directors the Company for the purpose of reduction in its equity share capital as well as for the allotment of equity shares to the Shareholders and OCD Holders of erstwhile SECPL pursuant to the Order passed by the Hon'ble High Court of Himachal Pradesh at Shimla on January 05, 2011 sanctioning the Composite Scheme of Arrangement and Amalgamation between SECPL, its Shareholders and OCD Holder and Himachal Futuristic Communications Limited (HFCL) and its Shareholders whereby SECPL stands amalgamated into HFCL w.e.f. January 01, 2010 i.e. Appointed Date In compliance with the aforesaid Order, the Board of Directors of the Company at its meeting held on February 10, 2011 has allotted 41,00,00,000 and 5,96,01,640 equity shares of Re. 1/- each credited as fully paid up to the Shareholders and OCD Holders of erstwhile SECPL respectively. Accordingly the issued, subscribed and paid up equity share capital of the Company has increased to Rs. 99,23,95,337 divided into 99,23,95,337 equity shares of Re. 1/- each fully paid up. (As Per BSE Announcement Website dated on 10.02.2011) Trading members of the Exchange are hereby informed that the under mentioned securities of Himachal Futuristic Communications Ltd. (Scripcode: 500183) are listed and permitted for trading on the Exchange with effect from Wednesday, March 09, 2011. Securities : 99,23,95,337 equity shares of Re. 1/- each issued pursuant to the scheme of arrangement of the Company, which was approved by the Hon'ble High Court ar Himachal Pradesh vide its order dated January 05, 2011. Distinctive numbers : 1 to 992395337 Date of allotment 10/02/2011 Group : T Market Lot : 1 Face Value & Paid up value : Re.1/- each fully paid ISIN No. : INE548A01028 Lock in details : No. of Securities 1. 6,62,00,205 2. 6,62,00,205 Dist. Nos. 1. 462793698 - 528993902 2. 697558698 - 763758902 Date upto which under lock-in 1. 14.04.2014 2. 14.04.2014 (As Per BSE Notice Dated on 07.03.2011)