HCL Technologies Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 01, 2016, has approved the acquisition of the IT enabled engineering services, PLM (Product Lifecycle Management') services and engineering design productivity software tools business of Geometric Limited, by way of a demerger through a court approved scheme of arrangement. The acquisition is by way of a demerger of the entire business of Geometric Limited except for 58% stake which Geometric Limited owns in 3DPLM Software Solutions Limited, a joint venture with Dassault Systemes. The Board also approved the swap ratio of 10 fully paid-up equity shares of face value of Rs. 2/- each of the Company to be issued for every 43 fully paid-up equity shares of face value of Rs. 2/- each held by equity shareholders of Geometric Limited. The acquisition will be undertaken by way of a Scheme of Arrangement and Amalgamation entered into between the Company, Geometric Limited and 3DPLM Software Solutions Limited and their respective shareholders and creditors under Sections 391-394 and other relevant provisions of the Companies Act, 1956 (including those of the Companies Act, 2013 as are notified and applicable from time to time) (the 'Scheme'). Under the Scheme and as part of a composite transaction, it is proposed that: (a) Geometric Limited will transfer its entire IT enabled engineering services, PLM services and engineering design productivity software tools business to the Company by way of a demerger; and (b) immediately following the demerger, Geometric Limited comprising its shareholding in 3DPLM Software Solutions Limited, will be merged into 3DPLM Software Solutions Limited. In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 read with circular no. dated September 09, 2015 issued by the Securities and Exchange Board of India, the details of acquisition of business of Geometric Limited to be acquired by the Company by way of demerger are enclosed. Geometric Ltd has informed BSE that: 1. The Board of Directors ('Board') of Geometric Limited ('Company') on April 01, 2016, has considered and approved the following proposal amongst the Company, HCL Technologies Limited ('HL'), 3DPLM Software Solutions Ltd. ('3DL') and their respective shareholders and creditors: a. The demerger ('Demerger') of the IT enabled engineering services, PLM services and engineering design productivity software tools of the Company including its direct and indirect overseas subsidiaries but excluding the shares held by the Company in 3DL ('Demerged Business Undertaking') and vesting of the same in HL, as a going concern, in accordance with Section 2(19AA) of the Income Tax Act, 1961 and Sections 391-394 of the Companies Act, 1956; and b. Thereafter, the subsequent amalgamation of the Company with 3DL ('Amalgamation'). c. The terms of the Demerger and the Amalgamation are recorded in the draft composite Scheme of Arrangement and Amalgamation tabled before the Board under Sections 391-394, read with Section 100 of the Companies Act, 1956 or under Section 230-234 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 1956 and/or Companies Act, 2013 ('Scheme'). The Board of Directors of HL and 3DL also have in their Board meeting held on April 01, 2016 approved the said Scheme. The Scheme shall be subject to the approval of the shareholders and such other persons as may be required under applicable law, the stock exchanges where the shares of the Company are listed, Securities and Exchange Board of India, the Hon'ble High Court of Judicature at Bombay, Hon'ble High Court of Judicature at New Delhi and / or such other competent statutory /regulatory authorities as may be required under applicable law. The Appointed Date of the Scheme is March 31, 2016. Geometric Ltd has informed BSE regarding Proposed composite Scheme of Arrangement and Amalgamation among Geometric Limited, HCL Technologies Limited, being listed companies, 3D PLM Software Solutions Limited, an unlisted Company, and their respective shareholders and creditors. (As per BSE Announcement dated on 14.12.2016) Geometric Ltd has informed BSE regarding Proposed composite Scheme of Arrangement and Amalgamation among Geometric Limited, HCL Technologies Limited, being listed companies, 3D PLM Software Solutions Limited, an unlisted Company, and their respective shareholders and creditors. (As per BSE Announcement dated on 18.01.2017) HCL Technologies Ltd has informed BSE about the following: 'This is further to our communications on the proposed Composite Scheme of Arrangement and Amalgamation ('Scheme') amongst Geometric Limited ('the Demerged Company/ Transferor Company'), HCL Technologies Limited ('Transferee Company No. 1') and 3D PLM Software Solutions Limited ('Transferee Company No. 2') and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act, 1956, read with other provisions of the Companies Act, 1956 and the Companies Act, 2013 as applicable. We would like to inform you that the Hon'ble High Court of Delhi has sanctioned the Scheme vide its Order dated January 18, 2017. A copy of the said Order downloaded from the website of the High Court of Delhi is enclosed. The completion of the Scheme is subject to certain conditions precedent for which the necessary steps are being taken' (As per BSE Announcement dated on 19.01.2017) Geometric Ltd has informed BSE regarding Proposed composite Scheme of Arrangement and Amalgamation among Geometric Limited, HCL Technologies Limited, being listed companies, 3D PLM Software Solutions Limited, an unlisted Company, and their respective shareholders and creditors. (As Per BSE Announcement Dated on 27.01.2017) Updates ~ Composite Scheme of Arrangement and Amalgamation among Geometric Limited, HCL Technologies Limited, being listed companies, 3D PLM Software Solutions Limited, an unlisted company, and their respective shareholders and creditors (As Per BSE Announcement Dated on 01.03.2017) Updates ~ Composite Scheme of Arrangement and Amalgamation among Geometric Limited, HCL Technologies Limited, being listed companies, 3D PLM Software Solutions Limited, an unlisted company, and their respective shareholders and creditors This has reference to our previous communications for the composite scheme of arrangement and amalgamation among Geometric Limited ('Company' or 'Geometric'), HCL Technologies Limited ('HCL') and 3DPLM Software Solutions Limited ('3D PLM') and their respective shareholders and creditors ('Scheme') under Sections 391 to 394, read with Section 100 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013 and in furtherance to our previous letter dated March 1, 2017, where we informed you that the Company is in the process of finalizing the effective date and the record date. (As Per BSE Announcement Dated on 02.03.2017) Trading members of the Exchange are hereby informed that, Pursuant to the Composite Scheme of Arrangement and Amalgamation between Geometric Ltd. (GL) and HCL Technologies Ltd (HTL), and 3DPLM Software Solutions Ltd., approved by the Hon'ble High Court of Bombay, GL has fixed a Record Date for the purpose of demerger and consequent amalgamation of GL with 3DPLM Software Solutions Ltd. Trading Members are requested not to deal in the equity shares of the company with effect from the below mentioned date. COMPANY NAME CODE Geometric Ltd. (532312; 632312) RECORD DATE 15.03.2017 PURPOSE Composite Scheme of Arrangement and Amalgamation:- DEMERGER: Upon coming into effect of the Scheme and in consideration for the transfer and vesting of the Demerged business undertaking of Geometric Ltd. in HCL Technologies Ltd, HTL shall allot equity shares in the following ratio : 10 equity shares of HTL of Rs. 2/- each for every 43 equity shares of Rs. 2/- each held by the equity shareholders of GL. NO DEALINGS DATE & SETT. NO. 14/03/2017 DR-237/2016- 2017 Synopsis of the scheme is attached with this notice. Trading Members are requested to take note of it. (As per BSE Notice Dated on 07.03.2017) The Company has allotted shares under the Composite Scheme of Arrangement and Amalgamation among Geometric Limited, HCL Technologies Limited, being listed companies, 3D PLM Software Solutions Limited, an unlisted company, and their respective shareholders and creditors. The details of the same are enclosed. (As Per BSE Announcement Dated on 20.03.2017)