(29-Jun-2021 Hours IST)
Welspun Corp Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 28, 2021, inter alia, have recommended a dividend at the rate of 100% (i.e. Rs. 5/- per share) on 260,949,395 Equity Shares of Rs. 5/- each fully paid-up, i.e. Rs. 1,304,746,975/-. Scheme of Arrangement presented under section 230-232 and other applicable provisions of the Companies Act,2013 and the rules made there under, between Welspun Steel Limited ('the Demerged Company') and Welspun Corp Limited ('WCL/the 'Company'/the Resulting Company') and their respective shareholders ('Scheme' or 'the Scheme'). Please find attached the outcome of the Board Meeting Please be informed that the Board of Directors of Welspun Steel Ltd (the 'Demerged Company'), being the promoter of the Company, at its meeting held on June 28 2021 have, inter alia, considered and decided to propose to National Company Law Tribunal (NCLT) for its approval a scheme in the nature of demerger to transfer its steel business undertaking which inter alia includes their stake (50.03%) in the Company to Welspun Corp Limited (the 'Resulting Company'). The Scheme is subject to necessary statutory and regulatory approvals as may be required. Since the stakeholders who are holding not less than 50% of the equity shares in the Demerged Company are the same stakeholders holding not less than 50% equity shares in the Resulting Company and control being exercised by the same person(s) over both the companies, the indirect acquisition of control of the Company pursuant to the proposed Scheme is exempt making open offer under the provisions of the SEBI (SAST) Regulations, 2011. (AS Per BSE Announcement Dated on 28.06.2021) We are pleased to announce the elevation of Mr. Godfrey John, Director and Business Unit Head (India, APAC and EMENA) as the Chief Executive Officer (CEO - Pipe Vertical) for our global pipe operations, with immediate effect. Godfrey is a Science graduate with honors from Aligarh Muslim University and has a MBA degree in Marketing and Advertising from the same University. Godfrey has been associated with WCL for a period of over 21 years and has an overall industry experience of 33 plus years. He has handled several key leadership roles in the areas of Global Marketing, Supply Chain, and Operations. In his new role, Godfrey will continue to report to Mr. Vipul Mathur - MD and CEO of WCL. (As Per BSE Announcement dated on 30.07.2021) This is to inform you that the order sanctioning the Scheme of Arrangement between Welspun Steel Limited ('WSL' or 'the Demerged Company') with Welspun Corp Limited ('WCL' or 'the Resulting Company') was pronounced by the Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench on 4th October, 2021. We refer to our announcement dated October 8, 2021 on the above subject and request you to kindly ignore the same and read the announcement as under: 'This is to inform you that the Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench vide its order dated October 4, 2021, which was received by the Company on October 7, 2021, has given directions for convening meetings of the equity shareholders, the secured creditors and the unsecured creditors of the Company for obtaining their consent to the Scheme of Arrangement between Welspun Steel Limited ('WSL' or 'the Demerged Company') with Welspun Corp Limited ('WCL' or 'the Resulting Company').' (As Per BSE Announcement dated on 08.10.2021) Further to our earlier letters on the subject, please find attached herewith a copy of the advertisement, for the meetings of the equity shareholders, secured and unsecured creditors, published in 1) Financial Express, Ahmedabad Edition dated October 13, 2021 in English language; and 2) Kutch Mitra, Kutch Edition dated October 13, 2021 in vernacular Gujarati language, as per the directions of the Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench in the matter of the Scheme of Arrangement between Welspun Steel Limited ('WSL' or 'the Demerged Company') with Welspun Corp Limited ('WCL' or 'the Resulting Company'). (As Per BSE Announcement dated on 13.10.2021) Please take note that the Petition filed by the Company in respect of the subject Scheme was heard before the Ahmedabad bench of National Company Law Tribunal ('NCLT') on 1st December 2021, and vide order dated 1st December 2021, the Hon'ble NCLT has, inter alia, admitted the Petition and has directed the Petition to be listed for hearing on 25th January 2022. Copy of the Order issued by the NCLT is attached for reference. Kindly take the same in your records. (As Per BSE Announcement dated on 16.12.2021) Further to disclosure dated June 28, 2021, please take note that the Ahmedabad Bench of National Company Law Tribunal ('NCLT') vide it's order pronounced on March 16, 2022 ('Order') sanctioned the Scheme of Arrangement between Welspun Steel Limited (the 'Demerged Company') and Welspun Corp Limited (the 'Resulting Company') and their respective shareholders (the 'Scheme'). In terms of the Scheme, the captioned Scheme has become effective from the date of passing of the Order by the NCLT i.e., March 16, 2022 with the Appointed Date of April 1, 2021. Upon the Scheme becoming effective the shares of Welspun Specialty Solutions Limited ('WSSL') held by the Demerged Company (50.03%) stands transferred to the Resulting Company. Please take note that the Ahmedabad bench of National Company Law Tribunal ('NCLT') vide it's order pronounced on March 16, 2022 (the 'Order') sanctioned the Scheme of Arrangement between Welspun Steel Limited (the Demerged Company') and Welspun Corp Limited (the 'Resulting Company') and their respective shareholders (the 'Scheme'). In terms of the Scheme, the captioned Scheme has become effective from the date of passing of the Order by the NCLT i.e., March 16, 2022 with the Appointed Date of April 1, 2021. (As Per BSE Announcement Dated on 17.03.2022) Please note that pursuant to the Scheme of Arrangement between Welspun Steel Limited (the 'Demerged Company') and Welspun Corp Limited (the 'Resulting Company') and their respective shareholders (the 'Scheme') as sanctioned by the Hon''ble National Company Law Tribunal, Ahmedabad Bench vide its order pronounced on March 16, 2022, the Company has allotted on April 8, 2022, 35,15,11,571 (Thirty Five Crore Fifteen Lakh Eleven Thousand Five Hundred Seventy One only) Cumulative Redeemable Preference Shares of the face value of Rs. 10/- each fully paid up '(CRPS') to the eligible shareholders of the Demerged Company, in the share exchange ratio of '81 (Eighty One) 6% CRPS of the Resulting Company of Rs. 10 (Rupees Ten Only) each fully paid up, for every 100 (One Hundred) equity shares of the Demerged Company of the face value of Rs. 10/- (Rupees Ten Only) each fully paid up', as provided in the Scheme. (As Per BSE Announcement dated on 08.04.2022) Please find the disclosure under Regulation 30 of the SEBI (LODR) (As Per BSE Announcement dated on 18.09.2023)
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