In compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') read with Securities and Exchange Board of India ('SEBI') Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 we wish to inform you that the Board of Directors of ICICI Lombard General Insurance Company Limited at its Meeting held on August 21, 2020, have, inter alia, considered and approved a scheme of arrangement amongst Bharti AXA General Insurance Company Limited ('Demerged Company' or 'Bharti AXA') and ICICI Lombard General Insurance Company Limited ('Company' or 'Resulting Company') and their respective shareholders and creditors ('Scheme').
You are requested to kindly take the same on your records.
We would like to inform you that BSE Limited and the National Stock Exchange of India Limited, vide their letters dated November 2, 2020 and November 3, 2020 respectively, have issued their Observation Letters as required under Regulation 37 of the Listing Regulations with ''No adverse observation/ No-objection'', to the proposed Scheme.
(As Per BSE Announcement dated on 03.11.2020)
We would like to inform you that the Insurance Regulatory and Development Authority of India ('IRDAI'), vide its letter No. 459/F&A(NL)/Demerger/BhartiAXA-ICICILombard/278 dated November 27, 2020, has granted in-principle approval under Section 35 to 37 of the Insurance Act, 1938 read with IRDA (Scheme of Amalgamation and Transfer of General Insurance Business) Regulations, 2011 with respect to the said transaction. A copy of IRDAI letter is attached.
(As per BSE Announcement Dated on 27/11/2020)
We refer to our letter dated August 21, 2020 informing about the Outcome of Board Meeting of the Company held on the same day, approving the Scheme.
In this regard, we would like to inform you that in view of the shifting of registered office of Demerged Company from State of Karnataka to State of Maharashtra and consequent issuance of new corporate identification number (CIN) as per the Certificate of Registration of Regional Director order for Change of State dated December 2, 2020 issued by Ministry Of Corporate Affairs, Registrar of Companies, Mumbai to the Demerged Company, we have amended the draft Scheme to incorporate the new registered office address and CIN in para II (a) of Part A of the Scheme. A copy of the revised Scheme is enclosed.
The revised Scheme is also available on the website of the Company at https://www.icicilombard.com.
(As per BSE Announcement Dated on 2/12/2020)
Please find enclosed the following:
1.Summary of proceedings of the Meeting of the Company, as required under Regulation 30 of the Listing Regulations-Enclosed as Annexure 1.
2.Combined voting results of the remote e-voting together with the voting conducted during the proceedings of the Meeting, in respect of the business item transacted at the said Meeting, as required under Regulation 44 of the Listing Regulations-Enclosed as Annexure-2.
3. The Consolidated Scrutinizer''s Report dated February 23, 2021, pursuant to Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Enclosed as Annexure-3.
Based on the Scrutinizer''s Consolidated Report dated February 23, 2021, the resolution as set out in the Notice of said Meeting was passed by the equity shareholders of the Company with requisite majority.
(As per BSE Announcement Dated on 23/2/2021)
We refer to our letter dated August 21, 2020 informing about the Outcome of Board Meeting of the Company held on the same day, approving the Scheme of Arrangement among ICICI Lombard General Insurance Company Limited and Bharti AXA General Insurance Company Limited and their
respective shareholders and creditors, subject to requisite statutory approvals.
The Company and the Demerged Company had filed an application under Sections 230-232 and other applicable provisions of the Companies Act, 2013 before the Hon'ble National Company Law Tribunal, Mumbai Bench for sanctioning of the Scheme.
In this regard, we would like to inform you that Hon'ble National Company Law Tribunal, Mumbai Bench, has uploaded today the Order Sheet of the Hearing dated May 13, 2021 on its website ('Order Sheet'). The Order Sheet states that 'Application allowed, vide separate order'. A copy of the Order Sheet is enclosed herewith.
The certified copy of NCLT Order is awaited.
(AS Per BSE Announcement Dated on 19.05.2021)
We refer to our letter dated May 19, 2021 informing about uploading of the Order Sheet of Hearing dated May 13, 2021 by the Hon'ble National Company Law Tribunal, Mumbai Bench ('NCLT') with respect to the captioned Scheme on its website ('Order Sheet'). The Order Sheet stated 'Application allowed, vide separate order'.
In this regard, we wish to inform you that NCLT has uploaded the detailed order sanctioning the Scheme on its website, today i.e. on Friday, June 4, 2021. A copy of the same is enclosed.
You are requested to kindly take the same on your records.
(As per BSE Announcement Dated on 04/06/2021)
The Company on September 3, 2021 has received a letter from IRDAI granting final approval to the proposed Scheme.
(As Per BSE Announcement Dated 03.09.2021)
This is furtherance to our letters dated June 4, 2021 and September 3, 2021 informing about receipt of the detailed order of Hon'ble National Company Law Tribunal, Mumbai Bench sanctioning the Scheme of Arrangement and receipt of final approval of IRDAI to the Scheme, respectively. Further, in accordance with the Scheme, the Board at its Meeting held today i.e. Wednesday, September 8, 2021, has allotted 35,756,194 equity shares to the following shareholders of Bharti AXA General Insurance Company Limited. Pursuant to the NCLT Order and the effectiveness of the Scheme, the Authorised Share Capital of the Company stands increased to ? 550,00,00,000 divided into 55,00,00,000. Further, the Board based on recommendation of the Board Nomination and Remuneration Committee, has approved grant of 75,000 stock options to eligible employees of the Company under the ICICI Lombard Employees Stock Option Scheme-2005.
(As per BSE Announcement Dated on 8/9/2021) | Powered by Capital Market - Live News |
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