OCL India Ltd has informed BSE that the Board of Directors of OCL India Limited, ('OCL') at its meeting held on November 05, 2016 has considered and approved, on recommendation of the Audit Committee of OCL, a draft scheme of arrangement and amalgamation amongst Odisha Cement Limited ('ODCL'), Dalmia Bharat Limited ('DBL') and Dalmia Cement (Bharat) Limited ('DCBL') and their respective shareholders and creditors in terms of Sections 391-394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 1956 or the corresponding provisions of the Companies Act, 2013 ('Scheme').
Dear Sir(s),
This is in connection with the above referred letter(s) both dated May 5, 2017 vide which Scheme of Arrangement and Amalgamation amongst Dalmia Bharat Limited ('DBL'), Dalmia Cement (Bharat) Limited ('DCBL') and Odisha Cement Limited ('ODCL' or 'the Company') and their respective shareholders and creditors ('Scheme') was approved by your good offices. Further, the Scheme has since been sanctioned by the National Company Law Tribunal, Division Bench, Chennai ('NCLT') vide its order dated April 20, 2018 and order in Form CAA7 dated May 01, 2018. The copies of the Order and the Form CAA7 are attached.
The Board of Directors of the Company and other entities involved in the Scheme in their respective Board meeting(s) held today, i.e., October 30, 2018, resolved and approved October 30, 2018 to be the date for implementing the Scheme ('Implementation Date'), with effect from the Appointed Date, i.e., January 01, 2015. Accordingly, Dalmia Bharat Limited shall stand dissolved without winding up as per the terms of the Scheme.
It is further notified that the Company has in its aforesaid Board meeting authorized the Chief Financial Officer and the Company Secretary to fix record date for allotment of shares to the shareholders of Dalmia Bharat Limited in consultation with the stock exchanges. The trading of shares of Dalmia Bharat Limited would stop one day prior to the record date so fixed.
(As Per BSE Announcement Dated on 31.10.2018)
This is in continuation of our earlier letter dated October 30, 2018 vide which it was intimated to
your good office(s) that the aforesaid Scheme has been implemented on October 30, 2018 effective
from the appointed date i e January 1, 2015 in terms of the Scheme. In this connection, It is hereby informed that, November 30, 2018 is fixed as the 'Record Date' for determining the shareholders of erstwhile Dalmia Bharat Limited who would be allotted equity shares of Rs. 2 each of the Company in the ratio of 2:1 {meaning thereby that for 1 (One) equity share of face value of Rs. 2/- (Rupees Two only) each fully paid held by such shareholder in Dalmia Bharat Limited as on the Record Date, such shareholder shall receive 2 (Two) equity shares of the Company of face value of Rs. 2/- (Rupees Two only) each fully paid up}. Further, the Company shall list such shares on BSE Limited and National Stock Exchange of India Limited and requisite application shall be filed post allotment of said shares.
Please take the above on record and do the needful at your end.
(As Per BSE Announcement Dated on 19.11.2018)
Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation as sanctioned by the Chennai Bench of the Hon'ble National Company Law Tribunal, inter alia, between Dalmia Bharat Ltd (Transferor Company) and Odisha Cement Limited(Transferee Company), Odisha Cement Ltd has fixed the Record Date to determine the entitlement of shareholders of Dalmia Bharat Ltd to equity shares of Odisha Cement Limited.
Trading Members are advised not to deal in the equity shares of Dalmia Bharat Ltd with effect from the under mentioned date:
COMPANY NAME CODE
Dalmia Bharat Ltd
(533309)
RECORD DATE
30.11.2018
PURPOSE
Scheme of Amalgamation: -
Upon the Scheme becoming effective and in consideration of the Amalgamation, transfer and vesting of the Amalgamating Undertaking of Dalmia Bharat LTD with Odisha Cement Limited, Odisha Cement Limited shall issue and allot Equity Shares to the shareholders of Dalmia Bharat LTD in the following share exchange ratio:
'02 (Two) equity shares of Rs.2/- each Fully Paid Up of Odisha Cement Limited for every 01 (One) equity Share of Rs. 02/- each held in DALMIA BHARAT LTD.'
NO DEALINGS FROM W.E.F.
29/11/2018 DR-167/2018-2019
Subject to compliance with requisite formalities the New Shares to be issued and allotted by Odisha Cement Limited maybe be listed on BSE Limited.
Trading Members of the Exchange are requested to take note of it.
(As Per BSE Notice Dated on 22.11.2018) | Powered by Capital Market - Live News |
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