(31-May-2019 Hours IST)
In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ('LODR Regulations'), read with SEBI Circulars No. CIR/CFD/CMD/4/2015, dated September 09, 2015 and No. CFD/DIL3/CIR/2017/21, dated March 10, 2017 ('SEBI Circular'), this is to inform you that the Board of Directors of Cimmco Limited ('Company'), at its meeting held on 30th May, 2019 (Continuation of the Board Meeting held on 29th May, 2019), has inter alia : 1. Considered and approved a Scheme of Arrangement under Sections 230 to 232, read with and other applicable/enabling provisions of the Companies Act, 2013 and provisions of other applicable laws, for amalgamation of the Company (Transferor Company No. 1- a listed subsidiary of the Transferee), Titagarh Capital Private Limited (Transferor Company No. 2- wholly owned subsidiary of the Transferee) and Titagarh Enterprises Limited (Transferor Company No. 3- a promoter group entity) with Titagarh Wagons Limited (Transferee Company). Transferee Company is a listed entity and Transferor Companies No.2 and 3 are unlisted entities. 2. The Appointed Date for the Scheme is 01/04/2019 or such other date as directed by the Kolkata Bench of the National Company Law Tribunal ('NCLT'). 3. The Scheme is subject to the approval of BSE Limited, the National Stock Exchange of India Limited, SEBI, shareholders and creditors of the Company and such other statutory authorities as may be required and also subject to sanction by the NCLT. The proposed Scheme has been reviewed and recommended by the Audit Committee of the Board of Directors of the Company, at its meeting today. Enclosed, as Annexure 1, is the relevant information in relation to the Scheme. We write to inform you that the Board at its meeting held today,has inter-alia: 1.Appointed Shri Sudershan Bajaj the Chief Financial Officer of the Company w.e.f. 14th August, 2019. 2.Reviewed the draft Scheme of Amalgamation ('Scheme') which was earlier approved by the Board at its meeting held on 30th May, 2019 (adjourned from 29th May, 2019) for merger of the Company with Titagarh Wagons Limited (Holding Company) pursuant to Sections 230 to 232 of the Companies Act, 2013 with April 01, 2019 as the Appointed Date, subject to such approvals as may be necessary including the SEBI/Stock Exchanges and sanction by the Hon'ble National Company Law Tribunal. Pursuant to the review, a change in the Scheme was approved by the Board, it being exclusion of a promoter group entity earlier proposed to be merged.Further, we wish to inform you that pursuant to his communication, Shri Jagdish Prasad Chowdhary has relinquished the office of the Managing Director of the Company. We write to inform you that the Board at its meeting held today, i.e. 14th August, 2019, has inter alia: 1. In review of the draft Scheme of Amalgamation ('Scheme') which was earlier approved by the Board at its meeting held on 30th May, 2019 (adjourned from 29th May, 2019) excluded one of the Transferor companies, namely Titagarh Enterprises Limited from the Scheme and decided to proceed with amalgamation of Cimmco Limited and Titagarh Capital Private Limited with the Company 2. Taken on record that the Commercial Court of Paris dated 13th August, 2019 has approved a plan for transfer of business and assets of the Company's erstwhile wholly-owned Subsidiary in France: Titagarh Wagons AFR ('TWA'), to another bidder and ordered for liquidation of TWA. The Board has also noted that the Company was no longer in control of TWA w.e.f. 4th June, 2019 being the date when the start of the Rehabilitation Procedure was approved by the Court. (As Per BSE Announcement Dated on 14/08/2019) We enclose herewith the notice of the Hon''ble National Company Law Tribunal (NCLT'') convened meetings of the equity shareholders, secured creditors and unsecured creditors of Titagarh Wagons Limited ('the Company') to be held on Wednesday, 29th April, 2020 at 4:00 P.M., 5:00 P.M. and 5:30 P.M. respectively through video conferencing in terms of the Order passed by NCLT on 22nd April, 2020, which has been duly dispatched to the shareholders and creditors whose email addresses are registered with the Company, for approval of the Scheme of Amalgamation by absorption of Cimmco Limited (Transferor Company No. 1), Titagarh Capital Private Limited (Transferor Company No. 2) with the Company. We enclose herewith the notice of the Hon''ble National Company Law Tribunal (NCLT'') convened meetings of the equity shareholders, secured creditors and unsecured creditors of Cimmco Limited ('the Company') to be held on Wednesday, 29th April, 2020 at 2:00 P.M., 3:00 P.M. and 3:30 P.M. respectively through video conferencing in terms of the Order passed by NCLT on 22nd April, 2020, which has been duly dispatched to the shareholders and creditors whose email addresses are registered with the Company, for approval of the Scheme of Amalgamation by absorption of Cimmco Limited (Transferor Company No. 1), Titagarh Capital Private Limited (Transferor Company No. 2) with Titagarh Wagons Limited (Transferee Company). (As Per BSE Announcement dated on 24.04.2020) Pursuant to Regulation 44(3) of LODR, we enclose herewith the voting results and scrutinizer's report in respect of meeting of the Equity Shareholders and Secured and Unsecured Creditors of Cimmco Limited (originally scheduled on 30th March, 2020) conducted through video conferencing on Wednesday, 29th April, 2020 for approving the Scheme of Amalgamation of Cimmco Limited ('Applicant No. 1 or the Company') and Titagarh Capital Private Limited ('Applicant No. 2') with Titagarh Wagons Limited ('Applicant No. 3'). Please take the same on records. Pursuant to Regulation 44(3) of LODR, we enclose herewith the voting results and scrutinizer's report in respect of meeting of the Equity Shareholders and Secured and Unsecured Creditors of Titagarh Wagons Limited (originally scheduled on 30th March, 2020) conducted through video conferencing on Wednesday, 29th April, 2020 for approving the Scheme of Amalgamation of Cimmco Limited ('Applicant No. 1 or the Company') and Titagarh Capital Private Limited ('Applicant No. 2') with Titagarh Wagons Limited ('Applicant No. 3') (As Per BSE Announcement Dated on 01.05.2020) Pursuant to the in-principle listing approval from the Stock Exchanges (BSE Ltd. & NSE Ltd.), received by the Company on Friday, 27th November, 2020, the Company has promptly submitted the corporate action applications to the Depositories, i.e. National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL'), for the credit of the subject shares into the account of the shareholders. As informed by the Registrar and Transfer Agent of the Company that the Corporate Action by NSDL is in the process of being approved today and the same by CDSL shall be taken up thereafter. Accordingly the Company believes that the subject shares will be credited into the account of the shareholders within this week and immediately thereafter, the Company shall apply to BSE and NSE for grant of trading approval for the said shares. This communication/announcement is primarily being issued to update the status on the subject for the benefit of all concerned. (As per BSE Announcement Dated on 9/12/2020)
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