I Bodal Chemicals Ltd. COLOURS. INTEGRATION. INNOVATION. By Online Submission Sec/20-21/08 Date: 27/05/2020 To, The General Manager, BSE Ltd. 1st Floor, New Trading Ring, Rotunda Building, P.J. Tower, Dalal Street, Fort Mumbai- 400 001 BSE Code: 524370 Dear Sir / Madam, To, The General Manager, National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Sandra (E), Mumbai - 400 051. NSE CODE: BODALCHEM SUB: Intimation Under Regulation 37 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing Regulation") we hereby inform you that Board of Directors in their meeting held on 27 th May, 2020 has approved Scheme of Amalgamation between Trion Chemicals Pvt Ltd, wholly owned subsidiary of the Company ("Transferor Company") with BodaI Chemicals Ltd ("Transferee Company"), Subject to necessary Statutory and Regulatory approvals, including approval of National Company Law Tribunal. The Provision of Regulation 37 of the Listing Regulations are not applicable to schemes which solely provide for Merger of a Wholly Owned subsidiary with its Holding Company. Hence "No Objection Letter" or "Observation Letter" on the Scheme is not required to be obtained from the Stock Exchanges on which equity shares of the Company are listed. However, in accordance with the provisions of Regulation 37(6) of the Listing Regulations read with the provisions of SEBI Circular no. CFD/DIL3/CIR/2017 /21 dated 10 th March 2017 and CFD/DIL3/CIR/2018/2 dated 3 rd January 2018, Such draft scheme shall be filled with Stock Exchanges for the purpose of disclosures and the Stock Exchanges shall disseminate the scheme documents on their websites. Accordingly, we enclose the following documents for the purpose of disclosure and disseminate to the website: a) Certified true copy of Board of Director's resolution approving the draft scheme of amalgamation of WOS i.e. Trion Chemicals Pvt Ltd. with its holding company i.e. Boda! Chemicals Ltd. b) Certified true copy of scheme of amalgamation of WOS i.e. Trion Chemicals Pvt Ltd. with its holding company i.e. Boda! Chemicals Ltd. This is for your information and record please. Thanking You, Yours faithfully, For, BO�A Bhavi HEAD OFFICE: Tel: +91 79 2583 5437 PLANT OFFICE: Tel: +91 99099 50852 - 853 - 854 02662 - 27780 l / 802 / 803 Plot No. 123-124, Phase-I, 2583 4223, 25831684 UNIT- 7 Plot�o. 804, Village: Dudhwada, Fax: +91 0266 2273804 0.1.D.C, Vaa, Ahmedabad- 382 445., Fax: +91 2583 5245, 25836052 Ta. : Padra - 391450. Gujarat, India. E-mail: [email protected]E-mail: [email protected].bodal.com CIN No.: L24110GJl986PLC009003 I
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COLOURS. INTEGRATION. INNOVATION. By Online Submission · 2020-05-28 · bodal chemicals ltd. colours. integration. innovation. certified true copy of the resolution passed at the
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c) Effective Date of the Scheme shall mean the last of the date on which the conditionsspecified in Clause 18 of the Scheme of Amalgamation are fulfilled with respect to theScheme. References in this Scheme to the date of "coming into effect of this Scheme" or "upon the Scheme being effective" shall mean the Effective Date.
d) Share Exchange Ratio shall mean
The entire issued, subscribed and paid up Equity and Preference share capital of TCPL isheld by the BODAL. In other words, the TCPL is the wholly owned subsidiary of theCompany. Accordingly, pursuant to this amalgamation, no shares of the Company shall beissued or allotted, or payment made in cash whatsoever in respect of the shares held bythe BODAL in TCPL.
e) SEBI Circular No. CFD/DIL3/CIR/2017/21 dated 10th Day of March, 2017 specifies thatas the Transferor Company being a Wholly owned subsidiary company, specific priorapproval of SEBI and Stock Exchanges are not required. However, the companyshall forward the scheme to the said authorities as disclosure.
f) Non-receipt of approvals: In the event all the requisite approvals are not received and/orthe Scheme is not sanctioned by NCLT, the Scheme shall become null and void.
RESOLVED FURTHER THAT the Report of the Audit Committee dated 27.05.2020, recommending the draft Scheme for favorable consideration, be and is hereby approved by Board of Directors for submission to the stock exchanges and SEBI in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/DIL3/CIR/2017 /21 dated March 10, 2017 including any statutory modification(s) or reenactment(s) thereof for the time being in force.
RESOLVED FURTHER THAT the draft Business Synergy Report explaining the synergies pursuant to amalgamation and its impact on the various stakeholders and the merged entity, be and is hereby adopted by Board of Directors.
RESOLVED FURTHER THAT the BSE Limited ("BSE") be authorized to act as the designated stock exchange for the purpose of coordinating with SEBI for the Scheme and matters connected therewith.
RESOLVED FURTHER THAT the following documents are hereby taken on record by the Board of Directors:
a) Share Exchange Valuation Reports dated 27.05.2020 issued by Mr. Pinakin Shah,Independent Registered Valuer having IBBI Registration No. IBBI/RV/05/2019/10728providing the share exchange ratio; confirming that the Transferor Company being a Wholl¼ '<''c.M 1?;Owned Subsidiary of the Transferee Company, no shares are required to be is
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consideration. Vl b) Certificate from M/s. Deloitte Haskins & Sells LLP, Statutory Auditors confirm
accounting treatment contained in the Scheme is in compliance with all t e cc ntin