Triveni Engineering & Industries Ltd has informed BSE regarding Outcome of Board Meeting held on July 28, 2015 have considered and approved the Composite Scheme of Arrangement ('Scheme') between Triveni Engineering & Industries Limited ('TEIL' or 'the Transferor Company') and Triveni Sugar Limited ('TSL' or 'the Transferee Company') and Triveni Industries Limited ('TIL' or 'the Resulting Company') and their respective shareholders and the creditors, on the basis of the recommendations received from the Audit Committee of the Board which has examined the draft Scheme along with the Valuation Report from an Independent Chartered Accountant and accordingly recommended that the said Scheme is in the best interest of the shareholders, creditors and other stakeholders. The Scheme envisages transfer and vesting of the undertakings in the manner described below under the provisions of Sections 391 to 394 read with sections 100 to 103 of the Companies Act 1956 and section 52 of the Companies Act 2013 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013, as and when notified and made applicable: 1. Transfer and vesting (by way of business transfer) of the Sugar Undertaking of TEIL (principally comprising five sugar plants of TEIL situated at Sabitgarh (Western UP); Chandanpur, Rani Nangal and Milaknarayanpur (Central UP), and Ramkola (Eastern UP)) into a 99.99% subsidiary, Triveni Sugar Limited (TSL), including all related assets and liabilities and other consequential matters with effect from the appointed date on 1st July, 2015. The consideration, as determined in the Valuation Report, for the transfer will be discharged by TSL by the issuance of equity shares to TEIL. 2. Transfer and vesting (by way of demerger) of the Demerged Undertaking of TEIL (principally comprising sugar plants situated at Khatauli and Deoband (Western UP) along with their cogeneration facilities, Distillery situated at Muzaffarnagar (Western UP) and related investments including investment in TSL into a wholly owned subsidiary, Triveni Industries Limited (TIL), including all related assets and liabilities and other consequential matters with effect from the appointed date on 1st November, 2015. The consideration for the transfer will be discharged by TIL by the issuance of equity shares to the shareholders of TEIL in the ratio of 1:1 (one fully paid equity share of TIL for every fully paid equity share held in TEIL). 3. After the proposed restructuring, TIL will become the holding company of TSL and it is proposed to get TIL listed on BSE and NSE. TIL will apply for listing in compliance with all applicable provisions under law, subject to necessary permissions, sanctions and/ or approvals of the statutory/ regulatory authorities. The Scheme is subject to requisite consent and approval of the shareholders, lenders, creditors of the Company, stock exchanges, SEBI and sanction of the Hon'ble High Court of Judicature at Allahabad and permissions and approval of any other statutory or regulatory authorities under the provisions of applicable laws as may be necessary for the implementation of the Scheme. The Board of Directors of TIL and TSL have also approved the Scheme at its meeting held today. TIL and TSL presently are not listed companies. M/s BMR Advisors acted as Transaction and Structuring Advisors to the Scheme and M/s Bansi S. Mehta & Co., Chartered Accountants as an Independent Valuer. A copy of the Scheme along with the requisite documents are being forwarded to your office separately for your kind approval under Clause 24(f) of the Listing Agreement. Triveni Engineering & Industries Ltd has submitted to BSE a copy of the Notice of Petition published in Newspapers on January 13, 2016 in connection with a Company Petition filed in the Hon'ble High Court of Judicature at Allahabad for sanctioning of the composite Scheme of Arrangement between the Company, Triveni Engineering & Industries Ltd. (Transferor Company) and Triveni Sugar Ltd. (Transferee Company) and Triveni Industries Ltd. (Resulting Company) and their respective shareholders and creditors under sections 391/394 of the Companies Act, 1956. (As per BSE Announcement dated on 15.1.2016) Triveni Engineering & Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 22, 2016, have decided to withdraw the Composite Scheme of Arrangement amongst the Company and its subsidiaries viz. Triveni Sugar Limited and Triveni Industries Limited (hereinafter referred to as Earlier Scheme'), which is pending for sanction before the Hon'ble High Court of Judicature at Allahabad, with the leave of the Court. Further, with a view to achieve the objective of separating sugar and engineering businesses, which was the essence of the Earlier Scheme, the Board of Directors of the Company have at the said meeting, on the recommendations of the Audit Committee of the Board, approved a new Scheme of Arrangement ('the Scheme') between Triveni Engineering & Industries Ltd. (TEIL or the Transferor Company) and its wholly owned subsidiary Company, Triveni Industries Limited (TIL or the Resulting Company) and their respective shareholders and creditors, for transfer (by way of demerger) of the Sugar Business (Demerged Undertaking) of TEIL, principally comprising of seven Sugar Mills along with Cogeneration and Distillery operations, all located in the state of Uttar Pradesh, including all related assets and liabilities and other consequential matters, and vesting of the same into TIL w.e.f. April 01, 2016 (the Appointed Date) under the provisions of Sections 391-394 read with Sections 100-103 of the Companies Act 1956 and other applicable provisions of Companies Act, 1956 and 2013, as and when notified/made applicable. The new Scheme is in the best interest of all concerned including the shareholders, creditors, employees and the general public. In consideration of the demerger, TIL will issue and allot to the Shareholders of TEIL, 1 (one) equity share of Re. 1/- each credited as fully paid up in TIL for every 1 (one Equity Share of Re. 1/- each fully paid up held by them in the equity capital of TEIL. Further, pursuant to the Scheme, equity shares of TIL will get listed on the BSE Limited and the National Stock Exchange of India Limited. The Scheme is subject to and conditional upon the requisite approvals being received including approvals of stock exchanges, shareholders, creditors, SEBI and sanction of the Hon'ble High Court of Judicature at Allahabad and permissions pursuant to applicable provisions of the Companies Act, 1956 / 2013. (As per BSE Announcement dated 22.03.2016)