(05-Jul-2017 Hours IST)
1. We would like to inform that the Board of Directors ('Board') of Timken India Limited ('Company') on July 04, 2017, has considered and approved the following proposal amongst the Company, ABC Bearings Limited ('Transferor Company') and their respective shareholders and creditors: 1.1. The amalgamation ('Amalgamation') of the Transferor Company with the Company, in accordance with Sections 230 to 232 of the Companies Act, 2013. 1.2. The terms of the Amalgamation are recorded in the draft Scheme of Amalgamation and Arrangement tabled before the Board of the Company under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 ('Scheme'). We wish to inform you that at the meetings of the equity shareholders and unsecured creditors of the Company held on February 01, 2018 at 10:00 AM (IST) and 02:00 PM (IST) respectively, on the directions of the National Company Law Tribunal, Bengaluru Bench ('NCLT') vide its order dated December 14, 2017 to consider and approve Scheme of Amalgamation and Arrangement between ABC Bearings Limited and Timken India Limited and their respective shareholders and creditors ('Scheme'), the equity shareholders and unsecured creditors of the Company have duly approved the Scheme with requisite majority. Scrutinizer's Reports along with the details of the voting results of the equity shareholders' and unsecured creditors' meetings are enclosed herewith for your information and record. (As Per BSE Announcement Dated on 01.02.2018) Re. Update on Amalgamation We write to inform you that Hon'ble National Company Law Tribunal, Bengaluru Bench vide its order dated 26 April, 2018 has approved Scheme of Amalgamation and Arrangement between Timken India Limited and ABC Bearings Limited and their respective shareholders and creditors. A copy of the Order is attached herewith. Kindly request to take this on record (As Per BSE Announcement Dated on 30.04.2018) we write to inform you that Hon''ble National Company Law Tribunal, Mumbai Bench vide its order dated 20 April, 2018 has approved the Scheme of Amalgamation and Arrangement between ABC Bearings Limited and Timken India Limited and their respective shareholders and creditors. We attach the relevant documents pursuant to the Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by Securities and Exchange Board of India. (As Per BSE Announcement Dated on 21.07.2018) Pursuant to Regulation 42(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we write to inform you that the Company has fixed the Record Date as 25th August, 2018 for the following purposes: 1. Interim Dividend at the rate of 6.25% for the financial year 2018-19 2. Merger/Amalgamation (As Per BSE Announcement Dated on 13.08.2018) Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation as sanctioned by the Mumbai Bench of the Hon'ble National Company Law Tribunal between ABC Bearings Limited (Transferor Company) and Timken India Limited (Transferee Company) ABC Bearings Limited has intimated the Record Date to determine the entitlement of shareholders of ABC Bearings Limited to equity shares of Timken India Limited. COMPANY NAME CODE ABC Bearings Limited (505665) RECORD DATE 25/08/2018 PURPOSE The Scheme of Amalgamation: - Upon the Scheme becoming effective and in consideration of the Amalgamation of ABC Bearings Limited into Timken India Limited, Timken India Limited shall issue and allot Equity Shares to the shareholders of ABC Bearings Limited in the following share exchange ratio: '05 (Five) equity shares of Rs.10/- each Fully Paid Up of Timken India Limited for every 08 (Eight) equity Shares of Rs. 10/- each held in ABC Bearings Limited. AND Interim Dividend payment of Rs. Re.0.625/-per equity share to shareholders of ABC Bearings Limited holding equity shares of the face value of Rs. 10/- each. NO DEALINGS FROM& EX-DIVIDEND W.E.F. 23/08/2018 DR-103/2018-2019 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 17.08.2018) Sub: Update on the Scheme of Amalgamation and Arrangement with ABC Bearings Limited Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ('SEBI LODR Regulations') We would like to inform you that the jurisdictional benches of National Company Law Tribunal ('NCLT') at Bengaluru and Mumbai approved the Scheme of Amalgamation and Arrangement between ABC Bearings Limited ('ABC') and Timken India Limited ('Timken') and their respective shareholders and creditors ('Scheme'). We would like to further inform you that, both Timken and ABC have filed the certified copies of the NCLT orders with jurisdictional Registrar of Companies ('ROC') at Bengaluru and Mumbai respectively. The Effective Date of the Scheme is August 30, 2018. We request you to kindly take the above information on record. Sub: Update on the Scheme of Amalgamation and Arrangement with ABC Bearings Limited Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ('SEBI LODR Regulations') Further to our letter dated 30 August, 2018, we attach herewith Press Release giving update on Scheme of Amalgamation and Arrangement between ABC Bearings Limited ('ABC') and Timken India Limited ('Timken') and their respective shareholders and creditors ('Scheme'). We request you to kindly take the above information on record. (As Per BSE Announcement Dated on 30.08.2018) Pursuant to Regulation 30 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and further to our communication dated August 30, 2018 informing about the Scheme of Amalgamation and Arrangement between ABC Bearings Limited ('ABC') and Timken India Limited ('Timken') and their respective shareholders and creditors ('Scheme') becoming effective from August 30, 2018, We would like to inform you that the Integration Committee of the Board of Directors of Timken at its meeting held today has allotted 72,18,750 equity shares of face value Rs. 10/- each, fully paid-up to the equity shareholders of ABC, whose names appeared in the Register of Members or Statement of Beneficial Owners provided by the Depositories as on the Record Date i.e. 25 August, 2018 as per Share Exchange Ratio mentioned in the Scheme. Pursuant to Regulation 30 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and further to our communication dated August 30, 2018 informing about the Scheme of Amalgamation and Arrangement between ABC Bearings Limited ('ABC') and Timken India Limited ('Timken') and their respective shareholders and creditors ('Scheme') becoming effective from August 30, 2018, We would like to inform you that the Integration Committee of the Board of Directors of Timken at its meeting held today has allotted 72,18,750 equity shares of face value Rs. 10/- each, fully paid-up to the equity shareholders of ABC, whose names appeared in the Register of Members or Statement of Beneficial Owners provided by the Depositories as on the Record Date i.e. 25 August, 2018 as per Share Exchange Ratio mentioned in the Scheme. (As Per BSE Announcement Dated on 04.09.2018)
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