(29-Aug-2018 Hours IST)
Outcome of the Board meeting held today on August 29, 2018 regarding disclosure under regulation 30(2) of SEBI (LODR) Regulations, 2015 read with sub Para 1.2 and 1.3 of Para A1 of Annexure I of circular bearing number CIR/CFD/CMD/4/2015 dated 9th September 2015 issued by SEBI Subject: Outcome of the Board Meeting held on 14th February, 2019 Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform that the Board of Directors of the Company in its meeting held today i.e. 14th February 2019, has, inter - alia, considered and approved the following:- Status of the Scheme of Arrangement: The Board of Directors of the Company in its meeting held on August 29, 2018, approved the draft Composite Scheme of Arrangement for Amalgamation and Demerger ('Scheme') involving the amalgamation of Anant Raj Agencies Private Limited with and into Anant Raj Limited and immediately thereupon, demerger of 'Project Division' of the Company into Anant Raj Global Limited. The Scheme was further modified in the meeting of the Board dated October 18, 2018 to the extent of share entitlement ratio relating to the amalgamation of Anant Raj Agencies Private Limited with and into Anant Raj Limited. In terms of Regulation 37 of SEBI (LODR) Regulations, 2015, the Company has now made applications to Stock Exchanges and SEBI for their 'No Objection' to the Scheme. On receipt of the no objections/observations, it will file necessary application to the NCLT bench at Chandigarh for the approval of the scheme. (As Per BSE Announcement Dated 14.02.2019) Please find enclosed No objection / Observation letter to the composite scheme of arrangement received from National stock Exchange of India Limited, dated February 27, 2019 and from BSE Limited,dated February 28, 2019. This is for your information and record. (As Per BSE Announcement Dated On 28/02/2019) The Board of Directors of the Company in their meeting held on March 15, 2019 considered the Observation Letters of National Stock Exchange of India Limited dated February 27, 2019 and of BSE Limited dated February 28, 2019 with respect to the Scheme. In the Observation Letter of BSE Limited, it has suggested certain modifications in the Scheme, which the Board considered and approved as below: In terms of Clause 4 of Observation Letter of BSE Limited and to give better clarity the Clause 8.11 of Part IV of Chapter -3 is modified as below: 'Except for the issuance of equity shares by the Resulting Company pursuant to Clause 8.1 above, there shall be no change in the shareholding pattern or control of the Resulting Company between the Record Date and the listing of its equity shares.' The word 'automatically' contained in Clause 9.6 of Part IV of Chapter -2 is deleted. All other term and conditions of the Scheme remains same. (As Per BSE Announcement Dated 15.03.2019) The Hon'ble National Company Law Tribunal ('NCLT'), Chandigarh Bench vide its order dated 17th May, 2019 in Company Application No. CA (CAA) No. 08/Chd/Hry/2019 had directed the convening of meetings of the equity shareholders, secured creditors and unsecured creditors of Anant Raj Limited ('Company') on Saturday, 6th July, 2019 for the purpose of considering, and if thought fit, approving the arrangement embodied in the Composite Scheme of Arrangement for amalgamation and demerger, involving the amalgamation of Anant Raj Agencies Private Limited (Amalgamating Company) with the Company (Amalgamated Company or Demerged Company) and immediately thereupon, demerger of the Project Division (Demerged Undertaking) of the Company into its wholly owned subsidiary i.e. Anant Raj Global Limited (Resulting Company) ('Scheme') under the provisions of Section of 230-232 read with Sections 52 and 66 and other applicable provisions, if any, of the Companies Act, 2013 ('Act'). As per the direction of Hon'ble NCLT and also in compliance with Securities and Exchange Board of India''s Circular No. CFD/DIL3/CIR/2017/21 dated March 10th, 2017, the meetings of the equity shareholders, secured creditors and unsecured creditors of the Company were held on Saturday, 6th July, 2019. The Chairperson appointed by the Hon'ble NCLT has submitted his report to Hon'ble NCLT and has simultaneously provided a copy of the Chairperson''s report, along with report of the Scrutinizer appointed by the Hon''ble NCLT to the Company for disclosure purposes and for filing of second motion petition before the Hon''ble NCLT. As per the report of the NCLT appointed Chairperson, the equity shareholders of the Company have approved the Scheme with requisite majority. The secured creditors and unsecured creditors of the company have also approved the scheme of arrangement with requisite majority. The details of the combined voting result (i.e. result of remote e-voting, voting through postal ballot and voting at the venue of meeting i.e. physical convened meeting) as per the report of the Scrutinizer as attached with the Chairperson's report with respect to the meeting of the equity shareholders of the Company is enclosed in the form of Annexure. (As Per BSE Announcement Dated 12.07.2019) ('NCLT'), Chandigarh Bench vide its order dated 17.05.2019 had directed to convene the meeting of the equity shareholders of ARL on Saturday, 6th July, 2019, for the purpose of approving the arrangement as per Composite Scheme of Arrangement for amalgamation and demerger for the amalgamation of ARAPL (Amalgamating Company) with ARL (Amalgamated Company or Demerged Company) and subsequently demerger of the Project Division (Demerged Undertaking) of the ARL (Demerged Company) into its wholly owned subsidiary i.e. ARGL (Resulting Company) ('Scheme') under the provisions of Section of 230-23 and other applicable provisions, of the Companies Act, 2013 The Chairperson submitted his report of voting results to Hon'ble NCLT, Chandigarh Bench on 12th July. 2019.The Company has published the voting results in the newspapers - Jansatta and Indian Express- on 15th July, 2019. attached newspaper cuttings of voting results of postal ballot/poll and e-voting as published on 15th July, 2019. (As Per BSE Announcement Dated On 15/07/2019) The Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench at Chandigarh vide its order dated 13th August, 2019 has directed the Petitioner Companies to publish the final date of hearing as fixed by the Hon'ble NCLT i.e. 15th October, 2019 in the matter of composite scheme of arrangement for amalgamation and demerger involving the amalgamation of Anant Raj Agencies Private Limited (Amalgamating Company) with the Company, Anant Raj Limited (Amalgamated Company or Demerged Company) and immediately thereupon, demerger of the Project Division (Demerged Undertaking) of the Company into its wholly owned subsidiary i.e. Anant Raj Global Limited (Resulting Company) and their respective shareholders and creditors ('Scheme') under the provisions of Section of 230-232 read with Sections 52 and 66 of the Companies Act, 2013. Please find enclosed the newspaper cuttings as published in 'Indian Express' (English) and 'Jansatta' (Hindi), Delhi NCR Edition dated August 26, 2019. (As Per BSE Announcement Dated 27.08.2019) This is to inform you that the Hon'ble NCLT Chandigarh vide order dated 24th August, 2020 ('Order') has sanctioned the Composite Scheme for Arrangement for amalgamation and demerger among Anant Raj Agencies Private Limited ('Amalgamating Company'), Anant Raj Limited ('Amalgamated Company/ Demerged Company') and Anant Raj Global Limited ('Resulting Company') and their respective shareholders and creditors under Sections 230 to 232 read with Sections 52 and 66 of the Companies Act, 2013, for the amalgamation of the Amalgamating Company with and intothe Amalgamated Company/ Demerged Companyand immediately thereupon, demerger of the Project Division (Demerged Undertaking) of the Amalgamated Company/ Demerged Companyinto its wholly owned subsidiary i.e., the Resulting Company. Certified copies of the Order and the formal order in terms of Form No. CAA.7 of the Companies (CAA) Rules, 2016 which were issued by the Hon'ble NCLT on 25th August, 2020 are enclosed as Annexure. (As Per BSE Announcement dated on 26.08.2020) It is hereby informed that October 07, 2020 is the Record date for the purpose of allotment of shares by Anant Raj Global Limited ('ARGL') to the shareholders of Anant Raj limited ('ARL' or 'Company') in terms of Clause 8.1 of Chapter 3 of the Scheme involving the amalgamation of Anant Raj Agencies Private Limited ('ARAPL') with and into Anant Raj Limited ('ARL' or 'Company') and immediately thereupon, the demerger of the Project Division of ARL and vesting thereof into Anant Raj Global Limited ('ARGL'). ARGL will issue and allot to the equity shareholders of ARL (whose names are registered in the register of members of ARL as on the Record Date), equity shares of face value Rs. 2/- each credited as fully paid up of ARGL, in the ratio of 1 (one) equity share of the face value of Rs. 2/- each of ARGL for every 1 (one) equity share of face value Rs. 2/- credited as fully paid up of ARL. (As Per BSE Announcement Dated on 23.09.2020) Trading Members of the Exchange are hereby informed that, pursuant to the Scheme of Arrangement (for Demerger) approved by the Hon'ble National Company Law Tribunal, Chandigarh Bench (NCLT), Anant Raj Limited has fixed the Record Date for the purpose of determining entitlement of the shareholders of the Company, as per details given below: COMPANY NAME CODE Anant Raj Limited (515055) RECORD DATE 07.10.2020 PURPOSE As per Scheme of Arrangement sanctioned by the Hon'ble National Company Law Tribunal, Chandigarh Bench (NCLT), between, Anant Raj Limited (Demerged Company) and Anant Raj Global Limited (Resulting Company) and Their Respective Shareholders and Creditors: - Upon the coming into effect of the aforesaid Scheme and in consideration of the transfer of the Project Division Business of Anant Raj Limited into Anant Raj Global Limited; Anant Raj Global Limited shall issue and allot Equity Shares to the shareholders of Anant Raj Limited. Limited in the following proportion: '1 fully paid up equity share of Rs. 2/- each fully paid up of Anant Raj Global Limited shall be issued and allotted for every 1 fully paid up equity share of Rs. 2/- each fully paid up held in Anant Raj Limited.' EX-ENTITLEMENT FROM DATE & SETT. NO. 06/10/2020 DR-130/2020-2021 Note: Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated November 2, 2010, Trading members are hereby informed that the trading in the equity shares of the aforesaid company shall be transferred from B' group to T' group w.e.f. October 06, 2020 and pursuant to SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012; the aforesaid scrip shall be a part of Call Auction in Pre-open Session on October 06, 2020. Subject to compliance with requisite formalities, the shares of Resulting company i.e. Anant Raj Global Limited will be listed on BSE Limited. (As Per BSE Notice Dated on 29.09.2020) The Company has recently, through the scheme of arrangement for merger and demerger, restructured and realigned its entire business and management. The Board considered the possibilities of raising funds for business growth and deleveraging and decided that subject to the compliance with the applicable laws, Company should raise funds through the issue of equity shares, warrants and/or convertible debt instruments on Private Placement basis or through QIB Placement, at appropriate valuation, in one or more tranches. (AS Per BSE Announcement Dated on 12.02.2021)
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