(12-Dec-2016 Hours IST)
Mahindra CIE Automotive Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 12, 2016, has approved the Scheme of Amalgamation of Mahindra Forgings Global Limited ('MFGL') and Mahindra Forgings International Limited ('MFIL') with Mahindra CIE Automotive Limited ('MCIE' or 'Company') and their respective shareholders and creditors. Since MFGL and MFIL are wholly-owned subsidiaries of the Company, no shares will be issued as consideration for the amalgamation. The Scheme of Amalgamation is subject to requisite statutory / regulatory approvals in India and Mauritius, including directions and approval of the Hon'ble High Court of Bombay or the National Company Law Tribunal (NCLT) and/or such other appropriate authority, as may be applicable and the Supreme Court of Mauritius. The meeting commenced at 3.30 p.m. and concluded at 5.30 p.m. Amalgamation of wholly-owned subsidiaries with Mahindra CIE Automotive Limited (As Per BSE Announcement Dated on 27.04.2017) We refer to our letter dated April 27, 2017 whereby exchanges were informed about the approval of the Board of Directors of the Scheme of Amalgamation of Mahindra Forgings Global Limited ('MFGL'), Mahindra Forgings International Limited ('MFIL'), Mahindra Gears & Transmissions Private Limited ('MGTPL') and Crest Geartech Private Limited ('Crest') with Mahindra CIE Automotive Limited ('MCIE' or 'Company'). The schemes solely provides for merger of the wholly owned subsidiaries of the Company with the Company. Pursuant to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Clause 7 of the Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by SEBI, the draft schemes is being filed with the Stock Exchanges for the purpose of disclosures and the Stock Exchanges are requested to disseminate the scheme documents on their websites. (As Per BSE Announcement Dated on 16.09.2017) We hereby inform you that a joint petition for sanctioning of the said Scheme under Section 230 to 234 of the Companies Act, 2013 was presented before the Hon'ble National Company Law Tribunal, at Mumbai (Hon'ble Tribunal) and was admitted by Hon'ble Tribunal on 30th November, 2017. The said petition is now fixed for hearing on Wednesday, 13th December, 2017 before the Hon'ble Tribunal at 10.30 o'clock in the forenoon or soon thereafter. The Company has published a notice of hearing of said Petition in Petition in two local newspapers viz. 'Free Press Journal' on 1st December, 2017 and in Financial Express' on 2nd December, 2017 in English language and translation thereof published in 'Navshakti' in Marathi language on 1st December, 2017 as per Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, copies whereof is enclosed herewith. (As Per BSE Announcement Dated on 02.12.2017) The Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai (Tribunal) accorded its approval to the Scheme of Amalgamation of Mahindra Forgings Global Limited ('MFGL'), Mahindra Forgings International Limited ('MFIL'), Mahindra Gears & Transmissions Private Limited ('MGTPL') and Crest Geartech Private Limited ('Crest') with Mahindra CIE Automotive Limited ('MCIE' or 'Company') (the Scheme) on Wednesday, 13th December, 2017. The minutes of the order of the Tribunal sanctioning the Scheme will be available on the website of the Hon'ble Tribunal in due course. The effectiveness of the Scheme is subject to filing the copy of the order of the 'Tribunal' sanctioning the Scheme with the concerned Registrar of Companies, Maharashtra, and with the Registrar of Companies, Mauritius along-with documents as may be required under the laws of Mauritius, to enable the RoC Mauritius to strike off the name of MFGL and MFIL. We will keep you informed once the scheme becomes effective. (As Per BSE Announcement Dated on 19.12.2017) We refer to our letters dated April 27, 2017, September 16, 2017, December 2, 2017 and December 16, 2017. We now wish to inform you that, the certified true copy of the order of the Hon'ble National Company Law Tribunal, Mumbai Bench (Tribunal) approving the Scheme of Amalgamation of Mahindra Forgings Global Limited ('MFGL'), Mahindra Forgings International Limited ('MFIL'), Mahindra Gears & Transmissions Private Limited ('MGTPL') and Crest Geartech Private Limited ('Crest') with Mahindra CIE Automotive Limited ('MCIE' or 'Company') (the Scheme) has been filed with the concerned Registrar of Companies, Maharashtra by MGTPL and Crest (Transferor Companies in India) & by the Company. Further, name of MFIL and MFGL (Transferor Companies in Mauritius) has been struck off from the registers by the concerned Registrar of Companies, Mauritius in accordance with its Law. Accordingly the Scheme has become effective on December 31, 2017. A copy of the Order enclosed herewith for your record (As per BSE Announcement date on 02/01/2018)
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