RSWM Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 28, 2014, have approved the proposal regarding the Scheme of Amalgamation of Cheslind Textiles Limited with RSWM Limited. Further, the Board has appointed M/s. Khaitan & Partners as Advocates to take the necessary steps to draft, review and finalise the Scheme of Amalgamation, M/s. S.S. Kothari Mehta & Co. as Valuers and M/s. D & A Financial Services Pvt. Limited as Merchant Bankers for the said Amalgamation. RSWM Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 09, 2014, considered and approved the amalgamation of Cheslind Textiles Limited (CTL) with RSWM, in terms of the Scheme under the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 and the applicable provisions of the Companies Act, 2013, as and when they come in force. The Scheme is approved by the Board subject to the requisite approvals of the shareholders and/ or creditors of RSWM and the Board, shareholders and/or creditors of CTL and as may be directed by the HonÆble High Court of Rajasthan at Jodhpur and HonÆble High Court at Madras and subject to further to all such requisite approvals as may be required from the relevant regulatory authorities. The salient features of the Scheme are as follows: 1. The Appointed Date of the Scheme would be April 01, 2013 or such other date as HonÆble High Courts may direct or approve; 2. All assets and liabilities of CTL will be transferred to and vested in RSWM; 3. Upon coming into effect of the Scheme and in consideration for the transfer and vesting of CTL in RSWM, RSWM shall, without any further application or deed, issue and allot Optionally Convertible Redeemable Preference Shares, credited as fully paid up, to the members of CTL whose name appears in the Register of Members of CTL as on the Record Date or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, in the ratio of: ô1 (One) Optionally Convertible Redeemable Preference Share of nominal value of Rs. 7.50 (Rupee Seven and Fifty Paise) at par of RSWM and credited as fully paid up for every 1 (One) Equity Share of nominal value of Rs. 10/- (Rupees Ten) each fully paid up held in CTL upon the termsö 4. The above terms including the Exchange Ratio and the Conversion Price Ratio, as mentioned in the Scheme, has been determined by the Board of the RSWM on the basis of the Valuation Report by independent valuer, M/s. S. S. Kothari Mehta & Co., Chartered Accountants and the Fairness opinion by M/s. D & A Financial Services Private Limited, a SEBI Registered Merchant Banker. (As Per BSE Announcement Dated on 09.04.2014) Cheslind Textiles Ltd (CTL) has informed BSE that the Board of Directors of the Company at its meeting held on April 14, 2014, considered and approved the amalgamation of CTL with RSWM, in terms of the Scheme under the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 and the applicable provisions of the Companies Act, 2013, as and when they come in force. The Scheme is approved by the Board subject to the requisite approvals of the shareholders and/ or creditors of CTL and the Board, shareholders and/or creditors of RSWM and as may be directed by the Hon'ble Madras High Court at Chennai and High Court of Rajasthan at Jodhpur and subject to further to all such requisite approvals as may be required from the relevant regulatory authorities. (As Per BSE Announcement Dated on 14.04.2014) RSWM Ltd has informed BSE that the Company have received certified copy of Honorable High Court's Order approving the scheme of arrangement for amalgamation of Cheslind Textiles Limited with RSWM Limited. The Company have also filed the court's order with Registrar of Companies and also uploaded the same at the Company's websites. (As Per BSE Announcement Dated on 30.04.2015) RSWM Limited has informed the Exchange that the Company has fixed May 22, 2015 as record date for the purpose of allotment of Optionally Convertible Redeemable Preference Shares (OCPRS) of the Company under scheme of arrangement as approved by Honorable High Court(s), to the shareholders of Cheslind Textiles Limited in the ratio of 1 (one) fully paid Optionally Convertible Redeemable Preference Shares (OCPRS) of Rs. 7.50 each at par of Company for every 1 (one) fully paid up equity shares of Rs. 10/- each held in Cheslind Textiles Limited . (As per NSe bulletin dated on 12.05.2015) SUB. : - Scheme of Amalgamation of Cheslind Textiles Ltd. (Scrip Code 521056). Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation of Cheslind Textiles Limited with RSWM Ltd as approved by the Hon'ble High Court of Judicature at Madras, RSWM Ltd has fixed a Record Date to determine the entitlement of shareholders of Cheslind Textiles Ltd. to the equity shares of RSWM Ltd. Trading Members are advised not to deal in the equity shares of Cheslind Textiles Ltd. with effect from the under mentioned date. COMPANY NAME CODE Cheslind Textiles Ltd. (521056) RECORD DATE 22/05/2015 PURPOSE The Scheme of Amalgamation: - Amalgamation of Cheslind Textiles Ltd. with RSWM Ltd. Upon the Scheme becoming effective, in consideration of transfer and vesting of the Undertaking of Cheslind Textiles Ltd. in RSWM Ltd, RSWM Ltd shall issue and allot shares to all the shareholders of Cheslind Textiles Ltd. in the following share exchange ratio: 1 (ONE) optionally convertible redeemable preference share of Rs. 7.50/- each of RSWM Ltd. for every 1 (ONE) equity share of Rs. 10/- each held in Cheslind Textiles Ltd. The said preference shares will carry the right and option to apply for conversion of the said preference shares into the equity shares of RSWM Ltd in the ratio of 1 (ONE) equity share of Rs. 10/- each at par of RSWM Ltd. credited as fully paid up for every 22 (TWENTY TWO) optionally convertible redeemable preference share of Rs. 7.50/- each issued and allotted by RSWM Ltd NO DEALINGS FROM 21/05/2015 DR-035/2015-2016 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 14.05.2015) RSWM Ltd has informed BSE that the Company has fixed May 22, 2015 as record date for the purpose of allotment of Optionally Convertible Redeemable Preference Shares (OCPRS) of the Company under scheme of arrangement as approved by Honorable High Court(s), to the shareholders of Cheslind Textiles Limited in the ratio of 1 (one) fully paid Optionally Convertible Redeemable Preference Shares (OCPRS) of Rs. 7.50 each at par of Company for every 1 (one) fully paid up equity shares of Rs. 10/- each held in Cheslind Textiles Limited . (As per BSE Announcement Dated on 14.05.2015) RSWM Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 30, 2015, has allotted 1,36,65,435 Optionally Convertible Redeemable Preference Shares (OCRPS) to the Shareholders as on the Record Date i.e. May 22, 2015 of erstwhile Cheslind Textiles Limited (CTL) pursuant to the Scheme of Amalgamation of CTL with the Company. Further, the Company will take the necessary steps for the listing of OCRPS as well as the Equity Shares pursuant to the conversion of OCRPS. (As Per BSE Announcement Dated on 30.05.2015)