(02-Dec-2019 Hours IST)
The Board of Directors ('Board') of United Spirits Limited (the 'Company') at its meeting held today considered and approved a scheme of amalgamation and arrangement (the 'Scheme') in relation to the proposed merger of the Company's listed subsidiary Pioneer Distilleries Limited ('PDL') with the Company under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 and the rules thereof. Further the Board has authorised the Company to file the Scheme along with the relevant disclosures, documents, certifications and undertakings with the stock exchanges. The Scheme is subject to the receipt of requisite approvals from the relevant statutory authorities including Securities Exchange and Board of India, National Stock Exchange of India Limited, BSE Limited, the National Company Law Tribunal, and the respective shareholders and creditors of the Company and PDL. The Board of Directors ('Board') of Pioneer Distilleries Limited (the 'Company') at its meeting held today considered and approved a scheme of amalgamation and arrangement (the 'Scheme') in relation to the proposed merger of the Company with its parent company United Spirits Limited ('USL') under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 and the rules thereof. Further the Board has authorised the Company to file the Scheme along with the relevant disclosures, documents, certifications and undertakings with the stock exchanges. The Scheme is subject to the receipt of requisite approvals from the relevant statutory authorities including Securities Exchange and Board of India, National Stock Exchange of India Limited, BSE Limited, the National Company Law Tribunal, and the respective shareholders and creditors of the Company and USL. The Board of Directors of the Company at the meeting held today, considered and approved the un-audited standalone and consolidated financial results of the Company for the Quarter and Nine months ended December 31, 2019 ('UFR').The Limited Review Report ('LRR')thereon received from the Statutory Auditors of the Company on the standalone and consolidated financial results were placed at the said Meeting. The Board of Directors of the Company at the meeting held today, considered and approved the un-audited standalone and consolidated financial results of the Company for the Quarter and Nine months ended December 31, 2019 ('UFR'). The Limited Review Report ('LRR') thereon received from the Statutory Auditors of the Company on the standalone and consolidated financial results were placed at the said Meeting. (As Per BSE Announcement Dated 27.01.2020) As required under the observation letter bearing ref. no. DCS/AMAL/JR/R37/1818/2020-21 issued by BSE Limited (BSE) on 21 October 2020 and the observation letter bearing ref. no. NSE/LIST/22715_III issued by National Stock Exchange of India Limited (NSE) on 22 October 2020, enclosed documents containing additional information submitted by the Company, after filing the Scheme with the stock exchanges, till the date of receipt of the respective observation letters (As per BSE Announcement Dated on 13/11/2020) Pioneer Distilleries Limited has informed the Exchange regarding 'Disclosure Of Additional Information In Relation To The Draft Scheme Of Amalgamation And Arrangement'. (As per NSE Announcement Dated on 12/02/2020) Outcome and proceedings of the NCLT-convened meeting of the equity shareholders. (As Per BSE Announcement Dated 01.10.2021) Newspaper Publication of Notice of Hearing of Petition before NCLT Bengaluru Bench (As per BSE Announcement Dated on 17/12/2021) This is to inform you that the Hon'ble National Company Law Tribunal, Bengaluru Bench ('NCLT') has passed an order dated 4th November 2022 ('Order') (uploaded to the website of the NCLT today, i.e., Wednesday, 17th November 2022), sanctioning the aforesaid Scheme with the 'Appointed Date' as 1st April 2021. (As Per BSE Announcement Dated on 17.11.2022) This is to inform you that the certified copy of the said Order of the NCLT was received by the Company today i.e., 2nd December 2022, and the same is enclosed herewith. (As per BSE Announcement Dated on 02/12/2022) 'Record Date' for the Scheme of Amalgamation and Arrangement amongst Pioneer Distilleries Limited and United Spirits Limited and their respective shareholders and creditors is fixed as Friday, 6th January 2023. (As Per BSE Announcement dated on 26.12.2022) Effective Date of the Scheme of Amalgamation and Arrangement amongst Pioneer Distilleries Limited and United Spirits Limited and their respective shareholders and creditors (As Per BSE Announcement Dated on 30/12/2022) Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation between PIONEER DISTILLERIES LTD. ('Transferor Company') and UNITED SPIRITS LIMITED ('Transferee Company'), as approved by the Hon'ble National Company Law Tribunal, Bengaluru Bench. The Transferor/Transferee Company have fixed Record Date to determine the entitlement of shareholders of PIONEER DISTILLERIES LTD. to the Equity Shares of UNITED SPIRITS LIMITED. Trading Members are advised not to deal in the Equity Shares of PIONEER DISTILLERIES LTD. with effect from the under mentioned date:- COMPANY NAME CODE PIONEER DISTILLERIES LTD. (531879) RECORD DATE 06/01/2023 PURPOSE As per the Scheme of Amalgamation approved vide order passed by the Hon'ble NCLT, Bengaluru Bench : - Upon the Scheme becoming effective and in consideration of the Amalgamation of PIONEER DISTILLERIES LTD. INTO UNITED SPIRITS LIMITED; UNITED SPIRITS LIMITED shall issue and allot Equity Shares to the shareholders of PIONEER DISTILLERIES LTD. in the following Share Exchange ratio:- '10 (Ten) Equity Shares of UNITED SPIRITS LIMITED having a Face Value of Rs.2/- each to be issued as fully paid-up, for every 47 (Forty Seven) fully paid up Equity Shares of Rs.10/- each held by the Shareholders of PIONEER DISTILLERIES LTD. ('Share Exchange Ratio').' NO DEALINGS FROM W.E.F. 06/01/2023 DR-693/2022-2023 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 04.01.2023) Allotment of equity shares pursuant to Scheme of Amalgamation and Arrangement amongst Pioneer Distilleries Limited and United Spirits Limited and their respective shareholders and creditors (As per BSE Announcement Dated on 13/01/2023)
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