(08-Sep-2016 Hours IST)
Bombay Dyeing & Manufacturing Company Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 08, 2016, inter alia, has approved the Scheme of Amalgamation of Archway Investment Company Limited, wholly owned subsidiary with the Company. As per Regulation 33 (3) (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Listed entities are required to present their Audited Accounts within 60 days from the end of the financial year. The Company had proposed merger of Archway Investment Company Limited, its wholly owned subsidiary with itself. The Appointed date of merger has been specfied in the Scheme as 1st April, 2016. The main benefits of the amalgamation between the Company and Archway were outlined in the Scheme of Amalagamation as under: (a)As the entire share capital of Archway is held by the Company, it would be in order to amalgamate Archway with the Company. (b)As Archway is a wholly owned subsidiary of the Company, a consolidation of both the companies by way of amalgamation would lead to a more efficient utilization of capital. (c)The Scheme aimed at unlocking a better value for the public shareholders of the Company. (d)The proposed amalgamation would result in administrative and operational rationalization, reduction in overheads and other expenses and prevent cost duplication. The synergies created by the amalgamation would increase operational efficiency and integrate business functions. On receiving the approval of the Merger Scheme from the Bombay Stock Exchange and the National Stock Exchange under Regulation 37 of the Listing Regulations, Archway submitted an Application for merger to the Hon'ble Bombay High Court pursuant to Section 391 to 394 of the Companies Act, 1956. Subsequently, in terms of the notification issued by the Ministry of Corporate Affairs dated 7th December, 2016 with respect to the transfer of the proceedings relating to merger, compromise, arrangement etc., the application was transferred to Hon'ble National Company Law Tribunal, Mumbai Bench ('NCLT'). The Merger petition of Archway into the Company is pending for final order at NCLT and the next date of hearing has been fixed in June 2017. The Company has propsed to present to the shareholders Audited Accounts of the merged entities for the year ended on 31st March, 2017 after receiving the Order of the NCLT for the Merger. The Company has already applied to SEBI for extension of time till July 2017 for this purpose. (As Per BSE Announcement Dated on 15.05.2017) Further to our letter dated 27th March, 2017 disclosing voting result of NCLT Convened Meeting of Equity Shareholders of the Company, whereby Scheme of Amalgamation of Archway Investment Company Limited, a wholly owned subsidiary of the Company with it ('Scheme') was approved by the members of the Company with requisite majority. Further, we wish to inform that the Hon'ble National Company Law Tribunal, Mumbai Bench has sanctioned the aforesaid Scheme effective from the appointed date 1st April, 2016, vide its order dated 20th June, 2017, Certified True copy of which has been received by the Company on 28th June, 2017. We request you to take the same on record (As Per BSE Announcement Dated on 29.06.2017) Dear Sirs, Sub. : Disclosure under Regulation 10 (6) of SAST Regulation, 2011. As required in terms of Regulation 10 (6) of SAST Regulation, 2011 we are enclosing the disclosure as per Regulation 10 (6) of SAST Regulation, 2011 containing the details of the acquisition of shares by the Company of the Target Company National Peroxide Limited due to Scheme of Amalgamation of Archway Investment Co. Ltd. with The Bombay Dyeing & Mfg. Company Ltd. Please take the same on record. (As Per BSE Announcement Dated On 03/10/2017)
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