(22-Aug-2022 Hours IST)
Pursuant to Regulation 30 of the SEBI (LODR) Regulations 2015, we would like to inform that, based on the recommendation of the Independent Directors and the Audit Committee, the Board of Directors of the Company at their meeting held today, Monday, 22nd August 2022 has considered and approved the Scheme of Amalgamation of Raya Foods Private Limited (Transferor Company) with Kovilpatti Lakshmi Roller Flour Mills Limited (Transferee Company) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Scheme') The Scheme shall be subject to the requisite approval / permission/ no objection / sanction of the shareholders and creditors of the respective companies, BSE Limited, the Hon''ble National Company Law Tribunal at Chennai Bench and such other statutory and other regulatory authorities as may be required in this regard. The disclosure required under Regulation 30 is also enclosed. In furtherance to our earlier intimation dated August 22, 2022, we wish to inform you that the Company has received the observation letter from BSE Limited dated January 11, 2023 with respect to the Scheme of Amalgamation of Raya Foods Private Limited (Transferor Company) with Kovilpatti Lakshmi Roller Flour Mills Limited (Transferee Company) under section 230 to 232 of the Companies Act, 2013. A copy of the observation letter is attached herewith for your reference. (As Per BSE Announcement dated on 12.01.2023) Pursuant to Regulation 30 and 44 of the SEBI (Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the voting results of the business transacted at the meeting of the equity shareholders of the Company convened by an order of the National Company Law Tribunal, Division Bench - I, Chennai dated 10th May 2023 held on Thursday, 22nd June 2023 at 12.00 PM (IST) [adjourned to 1.00 PM (IST)] along with combined report of the Scrutinizer on remote e-voting and e-voting during the meeting. Kindly note that the scheme was approved by the shareholders of the Company with requisite majority. The above information will be made available on the Company''s website www.klrf.in. (As Per BSE Announcement Dated on 24.06.2023) Pursuant to the provisions of Regulation 30 read with Schedule II and Regulations 47(1) of SEBI (LODR) Regulations, 2015, we are forwarding herewith the copies of the news paper advertisement published in the following news papers on 11th August, 2023 regarding the notice of hearing of petition before Hon''ble National Company Law Tribunal, Chennai Bench in connection with the Scheme of Amalgamation of Raya Foods Private Limited (Transferor Company) with Kovilpatti Lakshmi Roller Flour Mills Limited (Transferee Company) 1. Financial Express (English Daily) - All editions 2. Makkal Kural (Tamil Daily) - Tamil Nadu edition (As Per BSE Announcement Dated on 11.08.2023) The Board of Directors has recommended a dividend of Rs.2/- (Rupees Two only) per equity share having a face value of Rs.10/- for the financial year ended 31st March, 2023. The dividend, if approved by the shareholders at the ensuing 61st Annual General Meeting will be paid to those shareholders whose names appear in the register of members / list of beneficial owners as on the Record Date within the prescribed time, after deducting applicable TDS. Since the Company is yet to receive the requisite Order of the Hon''ble National Company Law Tribunal, Chennai Bench (NCLT) sanctioning the Scheme of Amalgamation of Raya Foods Private Limited (Transferor Company) with the Company (Scheme), the Board of Directors, at their meeting held on 23rd November, 2023 has taken note of the audited financial statements of the Company for the year ended 31st March, 2023 which was already approved by the Audit Committee and Board of Directors at their meeting held on 26th May, 2023 in the prescribed form and manner and which will be placed at the ensuing 61st Annual General Meeting for adoption by the members. (As Per BSE Announcement Dated on 23/11/2023) Pursuant to Scheme of Amalgamation 30 of SEBI ( LODR) Regulations, 2015 we would like to inform and update that the Hon''ble National Company Law Tribunal, Chennai Bench ('NCLT') has conducted the hearing in the matter of sanctioning of the Scheme of Amalgamation of Raya Foods Private Limited ('Transferor Company') with the Company with effect from 1st April, 2022 ('Appointed Date') today on 13th December, 2023 and the order has been reserved (As per BSE Announcement Dated on 13/12/2023) We wish to inform that the National Company Law Tribunal, Chennai Bench (NCLT) vide order dated 5th January 2024 sanctioned the Scheme of Amalgamation of Raya Foods Private Limited (Transferor Company) with Kovilpatti Lakshmi Roller Flour Mills Limited (Transferee Company) from the appointed date of April 1, 2022. A copy of the order posted on the website of the NCLT today is attached. (As per BSE Announcement Dated on 08/01/2024) in furtherance to our earlier intimations, regarding the Scheme of Amalgamation of Raya Foods Private Limited with the Company, and pursuant to the provisions of Regulation 30 of SEBI (LODR) Regulations, 2015, we wish to inform that pursuant to the sanction of the Scheme of Amalgamation of Raya Foods Private Limited ('Transferor Company') with Kovilpatti Lakshmi Roller Flour Mills Limited ('Transferee Company') by the National Company Law Tribunal, Chennai Bench vide order dated 5th January 2024 & 18th January 2024, both the Transferor Company & Transferee Company have filed the said order with the respective Registrar of Companies earlier today i.e., 1st February 2024. Accordingly, the 'Effective Date' of the Scheme of Amalgamation shall be 1st February 2024 and as such M/s. Raya Foods Private Limited will be deemed to have been merged with the Company from the appointed date i.e., 1st April 2022. Further details on the same is given in the attachment enclosed. (As per BSE Announcement Dated on 01/02/2024) Pursuant to the Scheme of Amalgamation of Raya Foods Private Limited ( 'Transferor Company') with Kovilpatti Lakshmi Roller Flour Mills Limited ('Transferee Company') sanctioned by the NCLT, Chennai Bench order dated 5th January 2024 & 18th January 2024 coming into effect, the Board of Directors of the Company have allotted 35,00,000 equity shares of Rs.10/- in the Company to those shareholders whose names appeared on the Register of Members of Raya Foods Private Limited (Transferor Company) as on 1st February 2024, being the record date fixed by the Transferor Company for the said purpose.The equity shares allotted above, shall be listed on BSE Limited (BSE) and shall rank pari-passu in all respects with the existing equity shares of the Company .Consequent to the above allotment, the issued and paid up equity share capital of the Company stands increased from Rs.5,54,14,760/- comprising of 5541476 equity shares of Rs.10/- each to Rs.9,04,14,760/- equity shares of Rs.10 each. (As Per BSE Announcement Dated on 02/02/2024) In furtherance to our earlier intimations, we wish to inform that the Hon''ble National Company Law Tribunal, Chennai Bench vide order dated 5th January 2024 had sanctioned the Scheme of Amalgamation of Raya Foods Private Limited (Transferor Company) with Kovilpatti Lakshmi Roller Flour Mills Limited (Transferee Company) with effect from the appointed date of 1st April 2022. The Order dated 5th January 2024 was filed with the Registrar of Companies by the Transferor Company and Transferee Company on 1st February 2024 and accordingly, the Scheme came into effect. However, since there were certain typographical / clerical errors in the said order, the Company had filed an application before the Hob''ble Tribunal seeking rectification of the same. Subsequently, the Hon''ble Tribunal heard our application and passed a corrigendum order dated 7th February 2024 rectifying the typographical/ clerical errors in the original order. The corrigendum order received today is enclosed. (As per BSE Announcement Dated on 01/03/2024)
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