(09-Jan-2018 Hours IST)
The Board of Directors of the Company at its Meeting held on January 09, 2018, have approved the Scheme of Amalgamation between Grant Investrade Limited, a wholly owned subsidiary of the Company ('Transferor Company') and the Company, namely, Hinduja Ventures Limited ('Transferee Company'). The approval has been granted subject to the approval of the Hon'ble National Company Law Tribunal at Mumbai, the approval of the shareholders and such other approvals as may be required. The copy of the Scheme of Amalgamation is enclosed as Annexure I to this letter for your information. The appointed date for the aforesaid Scheme is fixed as October 01, 2017. In connection with the above, the particulars in term of Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 is enclosed. This is in furtherance to our letter dated January 09, 2018 informing about the Scheme of Amalgamation between Grant Investrade Limited, a wholly owned subsidiary of the Company ('Transferor Company') and the Company, namely, Hinduja Ventures Limited ('Transferee Company') ('Scheme of Amalgamation'), approved by the Board of Directors at its Meeting held on January 09, 2018, subject to the approval of the Hon'ble National Company Law Tribunal at Mumbai, the approval of the shareholders and such other approvals as may be required. The Company Scheme Application on the aforesaid matter came on the Board of National Company Law Tribunal on Thursday, February 08, 2018. We have been informed by our Solicitor, M/s Crawford Bayley and Company as under: 'The Company Scheme Application of the Company is admitted by the National Company Law Tribunal, Mumbai Bench. The meeting of equity shareholders and creditors of the Company has been dispensed with' Notice is hereby given in pursuance of sub- section (5) of section 230 of the Companies Act, 2013, that as directed by the Mumbai Bench of the National Company Law Tribunal at Mumbai by an order dated February 8, 2018 under sub- section 230 of the Act, a meeting of the members of Hinduja Ventures Limited is to be dispensed off. A copy of the scheme of amalgamation is enclosed. You are hereby informed that representations, if any, in connection with the proposed amalgamation may be made to the Tribunal within thirty days from the date of the receipt of this notice. Copy of the representation may simultaneously be sent to the concerned company. In case no representation is received within the stated period of thirty days, it shall be presumed that you have no representation to make on the proposed scheme of amalgamation. (As Per BSE Announcement Dated on 09.02.2018) Pursuant to Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we enclose herewith copy of paper cutting of The Economic Times and Navshakti of Thursday, April 26, 2018 wherein notice of Company Scheme Petition for sanctioning the Scheme of Amalgamation of Grant Investrade Limited (Transferor Company) and Hinduja Ventures Limited (Transferee Company) and their respective shareholders and creditors was admitted by the National Company Law Tribunal, Mumbai and is fixed for final hearing before the Hon'ble Members on May 10, 2018 is published. (As Per BSE Announcement Dated On 26/04/2018) We refer to our letter dated January 09, 2018 and May 07, 2018towards the Scheme of Amalgamation between Grant Investrade Limited (GIL), a wholly owned subsidiary of the Company ('Transferor Company')and the Company, namely Hinduja Ventures Limited ('Transferee Company'). The Hon'ble National Company Law Tribunal today i.e. May 10, 2018 has sanctioned the aforesaid Scheme of Amalgamation between Grant Investrade Limited (GIL), a wholly owned subsidiary of the Company ('Transferor Company') and the Company, namely Hinduja Ventures Limited ('Transferee Company') w.e.f. October 01, 2017 being the appointed date. On receipt of the certified copy of the order, the Company will proceed to file necessary forms with Registrar of Companies ('ROC') to render the scheme effective. Since the amalgamation is of wholly owned subsidiary of the Company, no consideration is being paid nor are any shares being issued. (As Per BSE Announcement Dated On 10/05/2018) We refer to our letter dated May 10, 2018 wherein the Company had informed the exchanges that the Hon''ble National Company Law Tribunal ('NCLT') on May 10, 2018 had sanctioned the Scheme of Amalgamation of Grant Investrade Limited (GIL), a wholly owned subsidiary of the Company ('Transferor Company') into the Company, namely Hinduja Ventures Limited ('Transferee Company') w.e.f. October 01, 2017, being the appointed date. Today, the Company has received copy of order duly certified by NCLT on June 28, 2018. The Scheme will be effective on filing the NCLT order with Registrar of Companies ('ROC'). The effective date will be intimated to the exchanges on filing NCLT order with ROC. (As Per BSE Announcement Dated On 28/06/2018) Further to our letter dated June 28, 2018, we would like to inform you that Grant Investrade Limited ('GIL') and the Company has filed the certified copy of National Company Law Tribunal ('NCLT') order with the Ministry of Corporate Affairs, Registrar of Companies, Maharashtra, Mumbai on July 2, 2018. Accordingly, the effective date of Scheme of Amalgamation of GIL into the Company is July 2, 2018. Copy of Form INC-28 along with paid challan of GIL and Company are attached marked Annexure I & II. (As Per BSE Announcement Dated On 03/07/2018) The Board of Directors of the Company at its Meeting held today approved Revised Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2018 after giving effect to the Scheme of Amalgamation of Grant Investrade Limited ('GIL'), a wholly owned subsidiary of the Company into the Company namely Hinduja Ventures Limited ('Scheme of Amalgamation') having become effective from July 02, 2018 pursuant to which the entire business and whole of the undertaking of GIL stands transferred and vested in the Company with effect from October 01, 2017, being the appointed date of the said Scheme. (As Per BSE Announcement Dated On 03/08/2018)
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