(21-Oct-2020 Hours IST)
We wish to inform you that at the Board Meeting held today i.e. on 21st October, 2020, the Board of Directors ('Board') of the Company has inter alia approved the Unaudited Standalone & Consolidated Financial Results of the Company for the quarter and half year ended 30th September, 2020. Further, the Board approved the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited, Subsidiary of Company ('Transferor Company/ PSML') with Indo Count Industries Limited ('The Company/ Transferee Company/ ICIL') and their respective Shareholders under Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and Rules framed thereunder. The details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular Ref. No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is being given separately. The aforesaid meeting of the Board commenced at 12:30 P.M. and concluded at 2.25 p.m. We wish to inform you that at the Board Meeting held today i.e. on October 21, 2020, the Board of Directors of the Company has approved the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited, Subsidiary of Company ('Transferor Company/ PSML') with Indo Count Industries Limited ('The Company/ Transferee Company/ ICIL') and their respective Shareholders ('Scheme') under Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and Rules framed thereunder. The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular Ref. No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are given in Annexure to this letter. We wish to inform you that at the Board Meeting held today i.e. on 21st October, 2020, the Board of Directors ('Board') of the Company has inter alia approved the Unaudited Standalone Financial Results of the Company for the quarter and half year ended 30th September, 2020. Further, the Board approved the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited ('The Company/ Transferor Company/ PSML') with Indo Count Industries Limited, Holding Company ('Transferee Company/ ICIL') and their respective Shareholders under Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and Rules framed thereunder. The details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular Ref. No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed as Annexure II. The Board approved the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited ('The Company/ Transferor Company/ PSML') with Indo Count Industries Limited, Holding Company ('Transferee Company/ ICIL') and their respective Shareholders under Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and Rules framed thereunder. The details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular Ref. No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed as Annexure II. This is in continuation to our earlier intimation dated 21st October, 2020, wherein it was informed that the Board of Directors of Indo Count Industries Limited ('Company/ ICIL/ Transferee Company') had approved the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited, Subsidiary of Company ('Transferor Company/ PSML') with the Company ('Scheme') under Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and Rules framed thereunder, subject to receipt of applicable regulatory approvals. In this regard, we would like to inform you that BSE Limited and the National Stock Exchange of India Limited have issued their Observation /No-objection Letters dated 25th March, 2021 and 26th March, 2021 respectively as required under Regulation 37 of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 conveying ''No adverse observation/No-objection'', to the Scheme. The aforesaid letters are also being hosted on the website of the Company (As Per BSE Announcement Dated 26.03.2021) We wish to inform the exchange that in the Company application No. CP(CAA)/228/MB-IV/2021 in CA(CAA)/143/MB-IV/2021 on aforesaid scheme of amalgamation, the Hon'ble National Company Law Tribunal ('NCLT'), Mumbai Bench vide its order dated 18th July, 2022 (uploaded on NCLT website on 19th July, 2022), has admitted the Petition filed for amalgamation of Company with Indo Count Industries Limited, Holding Company under Sections 230-232 of the Companies Act, 2013 and said petition is fixed for hearing and final disposal on 10th August, 2022. (As Per BSE Announcement dated on 19.07.2022) Please find enclosed herewith the copies of newspaper advertisements published today, i.e., on Friday, July 22, 2022, in Times of India (Kolhapur Edition) in English language and Pudhari (Kolhapur Edition) in Marathi language regarding Notice of final hearing of petition fixed on 10th August, 2022 in the matter of Amalgamation of Pranavaditya Spinning Mills Limited with Indo Count Industries Limited. The newspaper advertisements are also available on website of the Company www.indocount.com. (As Per BSE Announcement Dated on 22.07.2022) In continuation to our intimation dated October 3, 2022, we wish to inform the exchange that a certified copy of the order passed by the Hon'ble National Company Law Tribunal ('NCLT'), Mumbai Bench on 3rd October, 2022 approving the scheme of amalgamation (by way of merger by absorption) of Pranavaditya Spinning Mills Limited, Subsidiary Company with the Company under Sections 230-232 of the Companies Act, 2013 has been received by the Company today i.e. October 7, 2022 and the same is enclosed. The certified copy of the order has been uploaded on the Company's website. (As Per BSE Announcement Dated on 07.10.2022) This intimation is in continuation to our earlier intimation dated October 7, 2022 regarding receipt of certified copy of the Order passed by the Hon'ble National Company Law Tribunal ('NCLT') on October 3, 2022 approving the scheme of amalgamation (by way of merger by absorption) of the Company with Indo Count Industries Limited under Sections 230-232 of the Companies Act, 2013 ('the Scheme'). Further, the Board of Directors of the Company has fixed Thursday, October 27, 2022 as the Record Date, for determining the names of the shareholders of the Company to whom equity shares of the Transferee Company/ Indo Count Industries Limited will be allotted as per the swap-ratio pursuant to the Scheme. (As Per BSE Announcement Dated on 12.10.2022) In continuation to our intimations dated October 7, 2022 and October 3, 2022, we wish to inform the exchanges that the Company has filed the Certified Copy of Hon'ble NCLT Order dated October 3, 2022 sanctioning the Scheme of amalgamation of Pranavaditya Spinning Mills Limited with the Company, with the Registrar of Companies, Pune in Form INC-28 today i.e. on October 20, 2022. Thus, the Effective Date of the Scheme of Amalgamation is October 20, 2022. Further, the Appointed Date of the Scheme is October 1, 2020. Kindly take the above on record. (As Per BSE Announcement Dated on 20.10.2022) Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation between Pranavaditya Spg Mills Ltd. ('Transferor Company') and Indo Count Industries Limited ('Transferee Company'), as sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench, Pranavaditya Spg Mills Ltd., has fixed Record Date to determine the entitlement of shareholders of Pranavaditya Spg Mills Ltd. to equity shares of Indo Count Industries Limited. Trading Members are advised not to deal in the equity shares of Pranavaditya Spg Mills Ltd. with effect from the under mentioned date: COMPANY NAME CODE Pranavaditya Spg Mills Ltd. (531172) RECORD DATE 27.10.2022 PURPOSE Scheme of Amalgamation: - Upon the Scheme becoming effective and in consideration of the Amalgamation of Pranavaditya Spg Mills Ltd. and Indo Count Industries Limited. Indo Count Industries Limited shall issue and allot Equity Shares to the shareholders of Pranavaditya Spg Mills Ltd. in the following share exchange ratio: '2 (Two) Equity Shares of Indo Count Industries Limited having a face value of Rs.2/- each to be issued as Fully Paid-up, for every 15 (Fifteen) Fully Paid up Equity Shares of Rs.10/- each held by the shareholder in Pranavaditya Spg Mills Ltd. ('Share Exchange Ratio').' NO DEALINGS FROM W.E.F. 27/10/2022 DR-643/2022-2023* * The Company scrip is in T+1 Settlement Trading Members of the Exchange are requested to take note of the same. (As Per BSE Notice Dated on 21.10.2022) The Stakeholders Relationship Committee of the Company at its meeting held today, i.e. on November 2, 2022 has approved the issue and allotment of 6,54,404 fully paid-up equity shares of the face value of Rs.2/- each at par to the equity shareholders of PSML as on record date (i.e. October 27, 2022) in the swap ratio of 2:15, pursuant to the Scheme. These equity shares will be listed on the National Stock Exchange of India Ltd and BSE Ltd. The shareholders of PSML who held their shares in dematerialized mode will be issued the equity shares of ICIL in dematerialized mode and shareholders of PSML holding shares in physical form/whose demat details are not available will be issued physical share certificates of ICIL. Further, 1,43,41,280 equity shares held by the Company in the paid-up share capital of PSML, subsidiary of the Company stands cancelled, pursuant to the Scheme. (As Per BSE Announcement Dated on 02/11/2022) The Stakeholders Relationship Committee of the Company on December 2, 2022 has approved the issue and allotment of additional 266 fully paid-up equity shares of the face value of Rs.2/- each at par to the certain shareholders of PSML in Unclaimed Suspense Account as on record date (i.e. October 27, 2022) in the swap ratio of 2:15, pursuant to the Scheme. These equity shares will be listed on the National Stock Exchange of India Ltd and BSE Ltd. (As per BSE Announcement Dated on 03/12/2022)
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