(05-Apr-2019 Hours IST)
Kindly refer attachment The Board of Directors of the Company ('Board'), at its meeting held today (i.e. 5th April, 2019) after considering the report of the Audit committee of Directors of Indiabulls Housing Finance Limited, has considered and approved a scheme of amalgamation between Indiabulls Housing Finance Limited ( 'the Company / Transferee Company') and Lakshmi Vilas Bank Limited ('LVB / Transferor Company') under Sections 230 to 232 of the Companies Act, 2013 ('Scheme') subject to all applicable regulatory approvals including from RBI. The Board has constituted a Reorganization Committee headed by Shri S.S. Mundra, Independent Director on the board of the Company and Ex-Deputy Governor, RBI, to take all necessary decisions including any modification and allied matters in relation the Scheme, and pursuant to any advice by the regulators, while granting the desired approvals in this regard. For complete details, please refer attachment. On the subject, please find attached, for your information The Board at its meeting held today (i.e. 03.05.19), have considered and approved amendments to scheme of amalgamation to effect the merger of Indiabulls Housing Finance Ltd (IBH or Transferor Company 1) alongwith its wholly owned subsidiary, Indiabulls Commercial Credit Ltd (ICCL or Transferor Company 2) into and with The Lakshmi Vilas Bank Ltd (LVB or Transferee Company) (Scheme) under Sections 230 to 232 of the Companies Act, 2013. The Scheme, amongst others, envisages amalgamation of the IBH and ICCL into and with the LVB, on ongoing basis and dissolution of IBH and ICCL without being wound up. Basis the existing issued capital of both IBH and LBV and the share exchange ratio, the shareholders of the IBH will hold approximately 90.5% of the post-merger enhanced equity capital of the merged entity and the shareholders of LVB will hold approximately 9.5% of the post-merger enhanced equity capital of the merged entity. For complete details, please refer attachment. (As Per BSE Announcement Dated On 03/05/2019) This is with reference to our intimation dated 05.04.2019 and 03.05.2019, informing you about the scheme of amalgamation of Indiabulls Housing Finance Limited (the 'Company' or 'IBH') and Indiabulls Commercial Credit Limited ('ICCL' ) into and with The Lakshmi Vilas Bank Limited ('LVB') ('Scheme') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, as amended, Companies (Compromises, arrangements and Amalgamations) Rules, 2016, as amended, and other rules and regulations framed thereunder. In this regard we would like to inform you that the Competition Commission of India ('CCI') has by way of its letter dated June 20, 2019 intimated that CCI, at its meeting held on June 20, 2019, considered the proposed combination (Comb Reg. No. (C-2019/05/662) and approved the same under sub-section (1) of Section 31 of the Competition Act, 2002. The Scheme of Amalgamation remains subject to receipt of applicable regulatory and other approvals. (As Per BSE Announcement Dated on 20.06.2019) In compliance with applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended and with reference to our intimation on April 05, 2019 and May 03, 2019 on the proposed amalgamation of Indiabulls Housing Finance Limited (the 'Company' or 'IBH' or 'Transferor Company 1') and Indiabulls Commercial Credit Limited ('ICCL' or 'Transferor Company 2') into and with The Lakshmi Vilas Bank Limited ('LVB' or 'Transferee Company') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, as amended, Companies (Compromises, arrangements and Amalgamations) Rules, 2016, as amended, and other rules and regulations framed thereunder, the Bank has taken up with applicable regulatory authorities for approval of the amalgamation process. Further, as intimated by Bank to the Stock Exchanges on April 12, 2019, April 22, 2019 and May 20, 2019 on the proposed preferential issue of Equity Shares to Indiabulls Housing Finance Limited, the Bank had also sought approval from Competition Commission of India ('CCI'). Towards the same, this is to inform that the CCI has by way of its letter dated June 20, 2019 intimated that at its meeting held on June 20, 2019, considered the proposed combination (Comb Reg. No. (C-2019/05/662) and approved the same under Section 31 (1) of the Competition Act, 2002. Further, it is informed that the Amalgamation process is also subject to receipt of other applicable regulatory approvals, which we note to intimate on receipt. This is for your information and record. (As Per BSE Announcement Dated on 21.06.2019)
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