OCL India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 28, 2016, has transacted the following: 1. Considered and approved shifting of registered office of OCL from Odisha to Tamil Nadu and consequent alteration of registered office clause of the Memorandum of Association ('MOA') of OCL; 2. Considered and approved alteration of objects clause of the MOA so as to include an enabling clause for amalgamation; 3. Considered and approved, after recommendation of the Audit Committee of OCL, a scheme of arrangement and amalgamation amongst OCL, Odisha Cement Limited ('ODCL'), Dalmia Cement East Limited ('DCEL'), Shri Rangam Securities & Holdings Limited ('SRSHL') and Dalmia Bharat Cements Holdings Limited ('DBCHL') and their respective shareholders and creditors in terms of Sections 391-394 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956 and Companies Act, 2013 ('Scheme'). OCL, ODCL, DCEL, SRSHL and DBCHL are all part of Dalmia Bharat group. Approximately 74.7% of the paid-up equity share capital of OCL is held by Dalmia Cement (Bharat) Limited ('DCBL'). ODCL is a wholly owned subsidiary of OCL. Further, DBCHL is a wholly owned subsidiary of DCBL and SRSHL and DCEL are step-down wholly owned subsidiaries of DCBL. The Scheme involves, inter alia, the following: - Transfer and vesting of certain undertakings of OCL to ODCL, a wholly owned subsidiary of OCL, by way of slump sale on a going concern basis, and subsequent amalgamation of residual OCL with ODCL including change of ODCL's name to 'OCL India Limited' (collectively referred to as 'OCL Restructuring'); - Transfer and vesting of certain undertakings of DCEL to ODCL by way of slump sale on a going concern basis, and subsequent amalgamation of residual DCEL, DBCHL and SRSHL with ODCL (collectively referred to as 'DCEL DBCHL SRSHL Restructuring'). The Board of Directors of DCEL, SRSHL, DBCHL & ODCL in their respective meetings held today have also approved the Scheme. The Scheme shall be subject to approval of the shareholders, secured creditors, stock exchanges, High Court(s) and other authorities as may be required under applicable law. This is in connection with the above referred letters dated July 12, 2016 vide which the Scheme of Arrangement and Amalgamation ('Scheme') involving merger of OCL India Limited ('Company') and other entities into Odisha Cement Limited ('ODCL') was approved by your good offices. Further, the Scheme has since been sanctioned by the National Company Law Tribunal, Division Bench, Chennai ('NCLT') vide its order dated February 19/28, 2018. The requisite compliances under Regulation 37(5) of the SEBI (LODR) Regulations 2015 read with Para II.A.2 of Annexure I of the SEBI Circular CIR/CFD/CMD/16/2015 dated November 30, 2015 have been done with your good offices vide our letter dated March 8, 2018. The Board of Directors of the Company and other entities involved in the Scheme in their respective Board meeting(s) held today, i.e., October 15, 2018, resolved and approved October 26, 2018 to be the date for implementing the Scheme ('Implementation Date'), with effect from the Appointed Date, i.e., January 01, 2015. The Company shall accordingly stand dissolved and trading of the Company's securities shall stop with effect from October 26, 2018. It is further notified that Odisha Cement Limited has in its Board meeting held today, October 15, 2018, fixed October 26, 2018 ('Record Date') for determining the shareholders of the Company to whom its shares will be issued and allotted in terms of the Scheme. Further, Odisha Cement Limited has also resolved to list such shares on BSE Limited and National Stock Exchange of India Limited. Please take the above on record. (As Per BSE Announcement Dated on 15.10.2018) This is in connection with the above referred letters dated July 12, 2016 vide which the Scheme of Arrangement and Amalgamation ('Scheme') involving merger of OCL India Limited ('Company') and other entities into Odisha Cement Limited ('ODCL') was approved by your good offices. Further, the Scheme has since been sanctioned by the National Company Law Tribunal, Division Bench, Chennai ('NCLT') vide its order dated February 19/28, 2018. The requisite compliances under Regulation 37(5) of the SEBI (LODR) Regulations 2015 read with Para II.A.2 of Annexure I of the SEBI Circular CIR/CFD/CMD/16/2015 dated November 30, 2015 have been done with your good offices vide our letter dated March 8, 2018. The Board of Directors of the Company and other entities involved in the Scheme in their respective Board meeting(s) held today, i.e., October 15, 2018, resolved and approved October 26, 2018 to be the date for implementing the Scheme ('Implementation Date'), with effect from the Appointed Date, i.e., January 01, 2015. The Company shall accordingly stand dissolved and trading of the Company's securities shall stop with effect from October 25, 2018. It is further notified that Odisha Cement Limited has in its Board meeting held today, October 15, 2018, fixed October 26, 2018 ('Record Date') for determining the shareholders of the Company to whom its shares will be issued and allotted in terms of the Scheme. Further, Odisha Cement Limited has also resolved to list such shares on BSE Limited and National Stock Exchange of India Limited. Please take the above on record. (As Per BSE Announcement Dated On 16/10/2018) OCL India Ltd (OCL) has informed BSE that the Company has fixed Record Date as October 26, 2018 for the purpose of Issue and allotted in terms of the Scheme, '1 (one) fully paid Equity Share of face value of INR 10/- each of Odisha Cement Ltd (ODCL), for every 1 (one) fully paid Equity Share of face value of INR 2/- each held in OCL'. (As Per BSE Announcement Dated On 18/10/2018) SUB. : - Amalgamation of OCL INDIA LTD. (Scrip Code: 502165). Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation as sanctioned by the Chennai Bench of the Hon'ble National Company Law Tribunal, inter alia, between OCL INDIA (Transferor Company) and Odisha Cement Limited(Transferee Company), Odisha Cement LTD has fixed the Record Date to determine the entitlement of shareholders of OCL INDIA LTD to equity shares of Odisha Cement Limited. Trading Members are advised not to deal in the equity shares of OCL India Ltd with effect from the under mentioned date: COMPANY NAME CODE OCL INDIA LTD (502165) RECORD DATE 26.10.2018 PURPOSE Scheme of Amalgamation: - Upon the Scheme becoming effective and in consideration of the Amalgamation, transfer and vesting of the Residual Undertaking of OCL INDIA LTD with Odisha Cement Limited, Odisha Cement Limited shall issue and allot Equity Shares to the shareholders of OCL INDIA LTD in the following share exchange ratio: '01 (One) equity share of Rs.10/- each Fully Paid Up of Odisha Cement Limited for every 01 (One) equity Share of Rs. 02/- each held in OCL INDIA LTD.' NO DEALINGS FROM W.E.F. 25/10/2018 DR-144/2018-2019 Subject to compliance with requisite formalities the New Shares to be issued and allotted by Odisha Cement Limited maybe be listed on BSE Limited. Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 22.10.2018)