Gammon India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 14, 2015, inter alia, has transacted the following : 1. The Board of Directors of Gammon India Limited ('GIL' or 'Company') at the aforesaid meeting, has also approved a restructuring proposal for segregation of businesses. The said restructuring would be achieved by a Scheme of Arrangement for transfer of Civil EPC Undertaking (as defined in the Scheme) and T&D Undertaking (as defined in the Scheme) of GIL to its wholly owned subsidiaries viz. Gammon Retail Infrastructure Limited ('GRIL') and Transrail Lighting Limited ('TLL') respectively. Rationale & Objective of the Restructuring : The rationale and objective of the restructuring inter-alia includes: i. To create sector focused companies; ii. To enable investments by strategic investor; iii. De-risk businesses from each other; and iv. Deleverage balance sheet of the Company. The Scheme inter-alia provides for the following: i. Transfer and vesting of the Company's Civil EPC Undertaking (as defined in the Scheme) viz; Civil Engineering, Procurement and Construction business carried on by the Company in roads, hydro-power, nuclear power, tunnels, bridges, buildings, cooling towers, chimneys and other sectors as a going concern, which shall include all the properties, rights and powers and all debts, liabilities, duties and 'obligations comprised in/and pertaining to the EPC business (as defined in the Scheme) into GRIL against issue and allotment of equity shares by GRIL to GIL. ii. Transfer and vesting of the Company's T&D Undertaking (as defined in the Scheme) comprising of the Engineering, Procurement and Construction business of the Company in the Transmission and Distribution sector, including the tower testing facility located at Deoli and the tower manufacturing facilities located at Baroda and Nagpur, but excluding the tower manufacturing facility located at Deoli and the conductor manufacturing facility located at Silvassa, as a going concern, which shall include all properties, rights and powers and all debts, liabilities, duties and obligations comprised in and/ or pertaining to the T&D Business (as defined in the Scheme) into TLL against issue and allotment of equity shares by TLL to GIL. iii. The Appointed Date of the Scheme is September 01, 2015 or such other date as may be fixed or approved by the High Court of Judicature at Bombay. iv. The Scheme will become effective upon receipt of approval, inter-alia, from the lenders, the BSE Limited and National Stock Exchange of India Limited, Securities Exchange Board of India, the shareholders and creditors of the Company, the High Court of Bombay and filing of the Order of the High Court approving the Scheme with the concerned Registrar of Companies. Gammon India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 12, 2016, inter alia, have transacted the following businesses; 1. In supersession of the earlier single Scheme of Arrangement between Gammon India Limited ('GIL' or 'Transferor Company') and Transrail Lighting Limited ('TLL' or 'Transferee Company No.1') and Gammon Retail Infrastructure Private Limited ('GRIPL' or 'Transferee Company No. 2'), which was approved by the Board of Directors in their meeting held on August 14, 2015, the Board has, subject to necessary approvals, approved the following: a. First Scheme of Arrangement between Gammon India Limited and Transrail Lighting Limited and their respective shareholders and creditors pursuant to Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956 for transfer of Transmission and Distribution Undertaking (as defined in the Scheme) of GIL to TLL. b. Transfer of the Civil EPC Undertaking of the Company to its wholly owned subsidiary GRIPL through a combination of slump sale through a Business Transfer Agreement and slump exchange through a second Scheme of Arrangement between Gammon India Limited and Gammon Retail Infrastructure Private Limited and their respective shareholders and creditors pursuant to Sections 391 to 394 of the Companies Act, 1956. Information required pursuant to Regulation 30 (1) of the SEBI (Listing Obligations and Disclosure Regulations) 2015 in respect of the proposed restructuring; - Rationale & Objective of the Restructuring: The rationale and objective of the restructuring inter-alia includes: i. To create sector focused companies; ii. To enable investments by strategic investor; iii. De-risk businesses from each other; and iv. Deleverage balance sheet of the company. - BRIEF DETAILS OF THE DIVISONS TO BE TRANSFERRED: a. Transmission and Distribution Undertaking - The Transmission and Distribution undertaking of the Company essentially comprising of the following -engineering, procurement and construction business of the Company in the power transmission and distribution sector and includes the tower testing facility located at Deoli, manufacturing facilities located at Baroda and Nagpur together with all the pre-qualifications, properties, assets, liabilities, debts, duties and obligations of the T&D Undertaking. b. Civil EPC Undertaking - The Civil EPC undertaking of the Company essentially comprising of the Civil Engineering, Procurement and Construction business carried on by the Company in roads, hydro-power, nuclear power, tunnels, bridges, etc. together with all the pre-qualifications, properties, assets, liabilities, debts, duties and obligations of the Civil EPC Undertaking. - QUANTITATIVE AND / OR QUALITATIVE EFFECT OF RESTRUCTURING The Proposed Restructuring will enable the Company to create sector focused companies so as to enable investment by a strategic investor and de-risk the businesses from each other. - BRIEF DETAILS OF CHANGE IN SHAREHOLDING PATTERN (IF ANY) OF ALL ENTITIES. There is no change in the shareholding pattern of Gammon India Limited and Gammon Retail Infrastructure Private Limited. However as informed earlier, the Board is evaluating proposals from Strategic Investors for its Civil EPC Business. In case of Transrail Lighting Limited, as informed earlier, the Company has with the approval of the CDR lenders and the shareholders sold its 75% stake in TLL to Bilav Software Pvt. Limited ('Investor'). Hence the shareholding of TLL will be 75% held by Investor and 25% by Gammon India Limited. GIL and GRIPL is 30th March, 2016 or such other date as may be fixed or approved by the High Court of Judicature at Bombay. iv. The Scheme will become effective upon receipt of approvals, inter-alia, from the lenders, the BSE Limited and National Stock Exchange of India Limited, Securities and Exchange Board of India, the shareholders and creditors of the Company, the High Court of Bombay and filing of the Order of the High Court approving the Scheme with the concerned Registrar of Companies. THE BRIEF TERMS AND CONDITIONS OF THE BUSINESS TRANSFER AGREEMENT BETWEEN GIL AND GRIPL ARE AS FOLLOWS a. Transfer of the Civil EPC business on a going concern basis with effect from March 30, 2016. b. The consideration for transfer of Civil EPC business will be Rs 25 crs. c. GIL will issue a Corporate Guarantee to the CDR lenders in favour of GRIPL for the CDR debt being transferred as part of the restructuring exercise, which shall be in force until the sanction by the Court of the Scheme of Arrangement as mentioned above. No promoter/promoter group Company has any interest in this transaction otherwise than in their capacity as shareholders of the Company. Further the assets of GIL which are currently charged to the CDR lenders will continue to be charged to the CDR lenders as security for the CDR debts being transferred through the Business Transfer Agreement until the sanction of the Scheme by the Court. AMENDMENTS TO THE T&D BTA AND INVESTMENT CUM SHAREHOLDERS AGREEMENT The shareholders of the Company had approved the Business Transfer Agreement ('BTA') dated 27th October, 2015 executed with Transrail Lighting Limited and the Investment Cum Shareholders Agreement dated 27th October, 2015 executed between the Company, Bilav Software Private Limited ('Investor') and TLL. Subsequently, the CDR Lenders suggested certain amendments to the aforementioned agreements as follows: i) Both the aforementioned agreements will be effective from 1st January, 2016. ii) Gammon India Limited will issue a Corporate Guarantee to the CDR lenders on behalf of Transrail Lighting Limited for the CDR debt being transferred as part of the restructuring exercise, which shall be in force until the sanction by the Court of the Scheme of Arrangement as mentioned above. Further the assets of GIL which are currently charged to the CDR lenders will continue to be charged to the CDR lenders as security for the CDR debts being transferred through the Business Transfer Agreement until the sanction of the Scheme by the Court. - CONSIDERATION /SHARE EXCHANGE RATIO a. On approval of the Scheme of Arrangement between Gammon India Limited ('GIL') and Transrail Lighting Limited ('TLL'), TLL will issue 7,25,000 equity shares of Rs 10 each to GIL against the fair value of the T&D Undertaking. b. Pursuant to the Business Transfer Agreement between GIL and GRIPL, the Civil EPC business will be transferred to GRIPL at fair value of Rs 25 crs. GRIPL will discharge the consideration to GIL through issue of its equity shares. c. The fair value of the Civil EPC business being transferred through the Scheme is Rs 57 crs. GRIPL will discharge the consideration for slump exchange of Civil EPC business by issue of 7,25,000 equity shares of Rs 10 each. - DETAILS OF BENEFIT, IF ANY, TO THE PROMOTER / PROMOTER GROUP / GROUP COMPANIES FROM SUCH PROPOSED RESTRUCTURING The Promoter / Promoter Group / Group Companies do not receive any benefit from the proposed restructuring otherwise than in their capacity as shareholders of the Company. - WHETHER LISTING WOULD BE SOUGHT FOR THE RESULTING ENTITY Both the resulting companies i.e. TLL and GRIPL will be unlisted companies. The respective Schemes of Arrangement between GIL and GRIPL and between GIL and TLL , inter-alia provide for the following: i. Transfer and vesting of the Company's Civil EPC Undertaking (as defined in the Scheme) viz; Civil Engineering, Procurement and Construction business carried on by the Company in roads, hydro-power, nuclear power, tunnels, bridges, etc. as a going concern, which shall include all the pre-qualifications, properties, rights and powers and all debts, liabilities, duties and obligations comprised in/and pertaining to the Civil EPC business (as defined in the Scheme) into GRIPL against issue and allotment of equity shares by GRIPL to GIL. ii. Transfer and vesting of the Company's T&D Undertaking (as defined in the Scheme) comprising of the Engineering, Procurement and Construction business of the Company in the Transmission and Distribution sector, including the tower testing facility located at Deoli and the tower manufacturing facilities located at Baroda and Nagpur, but excluding the tower manufacturing facility located at Deoli and the conductor manufacturing facility located at Silvassa, as a going concern, and further includes all pre-qualifications, properties, rights and powers and all debts, liabilities, duties and obligations comprised in and/ or pertaining to the T&D Business (as defined in the Scheme) into TLL against issue and allotment of equity shares by TLL to GIL. iii. The Appointed Date of the Scheme of Arrangement between GIL and TLL is 1st January, 2016 and the Appointed Date of the Scheme of Arrangement between iii) Further in case the Scheme of Arrangement between GIL and TLL is not sanctioned by the Court, then the Investor has following options viz. (1) to stay invested with T&D undertaking being transferred through the BTA or (2) to exit TLL based on terms detailed therein. Further if the Investor proposes to exit, the CDR lenders may request the parties to the aforementioned agreements to take all the necessary steps to ensure that all the assets, rights and liabilities pertaining to the T&D Undertaking as on the date that the Scheme of Arrangement was rejected are re-transferred/re-novated by TLL and re-acquired by GIL. In case the Scheme of Arrangement fails, TLL has the option to acquire the Undertaking proposed to be transferred through the Scheme at the instance of the Investor at a consideration already decided in the Scheme of Arrangement and Investor will invest the amount as agreed upon in the Investment cum Shareholders Agreement in TLL. The aforementioned restructuring of businesses and modifications mentioned above will be subject to the approval of the shareholders and other necessary approvals, as may be required, and to this effect the Board has approved the Notice of Postal Ballot proposing suitable resolutions. (As per BSE Announcement dated on 13.02.2016) Gammon India Ltd has informed BSE regarding the details of Voting results at the Court Convened Meeting of the Company held on December 02, 2016, under Regulation 44(3) of SEBI (LODR) Regulations, 2015 along with Scrutinizer's Report. (As per BSE Announcement dated on 03.12.2016) Gammon India Ltd has submitted to BSE a copy of newspaper advertisement regarding the petition under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 for sanctioning the Scheme of Arrangement between Gammon India Limited ('the Transferor Company') AND Transrail Lighting Limited ('the Transferee Company') AND Their Respective Shareholders and Creditors which was admitted by the National Company Law Tribunal on January 27, 2017 and fixed for hearing before the Hon'ble Tribunal taking Company matters on March 16, 2017. (As Per BSE Announcement Dated on 01.02.2017) This is to inform you that the National Company Law Tribunal, Mumbai Bench (NCLT') has at the hearing held on 30th March, 2017, approved the Scheme of Arrangement between Gammon India Limited (GIL' or the Transferor Company') and Transrail Lighting Limited (TLL' or the Transferee Company') and their respective shareholders and creditors (the Scheme') for transfer of the Company's T&D Undertaking. A certified true copy of the order is awaited from the NCLT. A copy of the said order will be filed with the Registrar of Companies (ROC') Mumbai, as soon as the same is received by the Company. The Scheme will come into effect upon filing of the copy of order with the ROC. (As per BSE Announcement dated on 06.04.2017)