Kirloskar Brothers Investments Ltd has informed BSE that at the meeting of the Board of Directors held on September 02, 2014, the Board has approved the Composite Scheme of Arrangement and Amalgamation between the Company (proposed Demerged Company/Transferor Company), Kirloskar Oil Engines Limited (proposed Transferee Company) and a new Company (Pneumatic Holdings Limited or such other name as may be approved by the Registrar of Companies, Pune, Maharashtra) (proposed Resulting Company) (under incorporation) under Section 391 to 394 and other relevant Sections of the Companies Act, 1956, and relevant Section of the Companies Act, 2013, to the extent applicable subject to approval of Stock Exchanges, Company's Shareholders and Hon'ble High Court of Bombay and the necessary approvals under various statutes. The Board also approved incorporation of wholly owned subsidiary company for the said purpose. The Valuation Report provided by Independent Chartered Accountant, Haresh Upendra & Co., Chartered Accountants, Pune, and Fairness Opinion provided by Axis Capital Limited, Mumbai were placed before the Audit Committee of the Company and the Committee had furnished its report recommending the said Scheme to the Board of Directors. Upon the Scheme becoming effective, the Shareholders of the Company will get 1 (One) Equity share of face value Rs.10/- each of the Resulting Company against 1 (One) Equity Share of the Company and 76 (Seventy Six) Equity Shares of face value Rs. 2/- each of Transferee Company against 5 (Five) Equity Shares of the Company as fully paid up. Kirloskar Brothers Investments Ltd has informed BSE that pursuant to Section 108 of the Companies Act, 2013 read with rules thereof Clause 35B of the Listing Agreement and SEBI circular dated February 04, 2013 read with circular dated May 21, 2013, the Company has fixed January 02, 2015 as a cut-off date to record entitlement of the public shareholders to cast their vote electronically over the business to be transacted by way of Postal Ballot or E-voting for approval of public shareholders to the Composite Scheme of Arrangement and Amalgamation between Kirloskar Brothers Investments Limited (Transferor/Demerged Company), Pneumatic Holdings Limited (Resulting Company) and Kirloskar Oil Engines Limited (Transferee Company) under the provisions of Sections 391 to 394 read with Section 100 to 105 and other applicable provisions of the Companies Act, 1956, and the Companies Act, 2013, if any. (As Per BSE Announcement Dated on 30.12.2014) Kirloskar Brothers Investments Limited has informed the Exchange that the Court Convened Meeting of Equity Shareholders of the Company, conducted on February 18, 2015 of Hon'ble High Court of Bombay for obtaining approval to the Composite Scheme of Arrangement and Amalgamation (hereinafter referred as 'the Scheme') proposed between the Company, the Demerged / Transferor Company, Pneumatic Holdings Limited (PHL), the Resulting Company and Kirloskar Oil Engines Limited (KOEL), the Transferee Company. The Poll was conducted at the aforesaid meeting to ascertain votes of shareholders for approval to the Scheme. The Scrutinizer appointed by the Chairman of the meeting submitted their report dated February 18, 2015 on Poll Results. Accordingly, the Chairman of the meeting declared that the Scheme has been approved by the shareholders of the Company with requisite majority in terms of resolution as set out in the Notice dated December 29, 2014 of convening aforesaid Court Convened Meeting. (As per NSE Bulletin dated on 19.02.2015) Kirloskar Oil Engines Limited has informed the Exchange that the Court Convened Meeting of Equity Shareholders of the Company, conducted on February 18, 2015 of Hon'ble High Court of Bombay for obtaining approval to the Composite Scheme of Arrangement and Amalgamation (hereinafter referred as 'the Scheme') proposed between Kirloskar Brothers Investments Limited (KBIL), the Demerged / Transferor Company, Pneumatic Holdings Limited (PHL),the Resulting Company and the Company, the Transferee Company. The Poll was conducted at the aforesaid meeting to ascertain votes of shareholders for approval to the Scheme. The Scrutinizer appointed by the Chairman of the meeting submitted their report dated February 18, 2015 on Poll Results. Accordingly, the Chairman of the meeting declared that the Scheme has been approved by the shareholders of the Company with requisite majority in terms of resolution as set out in the Notice dated December 29, 2014 of convening aforesaid Court Convened Meeting. (As per NSe bulletin dated on 19.02.2015) Kirloskar Brothers Investments Ltd has submitted to BSE a copy of Notice of Petition for sanction of an arrangement embodied in the Composite Scheme of Arrangement and Amalgamation between Kirloskar Brothers Investments Limited and Pneumatic Holdings Limited and Kirloskar Oil Engines Limited presented by Kirloskar Brothers Investments Limited, the Petitioner Company on March 04, 2015 and the said Petition was admitted by this Humble Court on March 13, 2015 and the said Petition is fixed for hearing before the Humble judge taking Company matters on April 17, 2015, published in Newspapers on March 20, 2015. (As Per BSE Announcement Dated on 20.03.2015) Kirloskar Oil Engines Ltd has submitted to BSE a copy of Notice of Petition published in newspapers on March 23, 2015 for sanction of an arrangement embodied in the Composite Scheme of Arrangement and Amalgamation between Kirloskar Brothers Investments Limited and Pneumatic Holdings Limited and Kirloskar Oil Engines Limited presented by Kirloskar Oil Engines Limited, the Petitioner Company on March 04, 2015 and the said Petition was admitted by this Hon'ble Court on March 13, 2015 and the said Petition is fixed for hearing before the Hon'ble judge taking Company matters on April 17, 2015. (As Per BSE Announcement Dated on 23.03.2015) Kirloskar Brothers Investments Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay has approved Composite Scheme of Arrangement and Amalgamation (the Scheme) between Kirloskar Brothers Investments Limited, Pneumatic Holdings Limited and Kirloskar Oil Engines Limited and their respective shareholders and creditors under Sections 391 to 394 and read with Sections 100 to 103 of the Companies Act,1956. The hearing of petition for sanctioning the Scheme was concluded on April 30, 2015. Accordingly, copy of the Order dated April 30, 2015. sanctioning the Scheme is uploaded on the website of Hon'ble Bombay High Court on May 22, 2015, the Company is in process of obtaining certified true copy of the same. (As Per BSE Announcement Dated on 22.05.2015) With reference to earlier announcement regarding Approval to the Composite Scheme of Arrangement and Amalgamation dated May 22, 2015 Kirloskar Brothers Investments Ltd has now informed BSE that the Company has received certified true copy of order from Hon'ble Bombay High Court on 15 June 2015, sanctioning the Composite Scheme of Arrangement and Amalgamation (the Composite Scheme) between Kirloskar Brothers Investments Limited, Pneumatic Holdings Limited and Kirloskar Oil Engines Limited and their respective shareholders and creditors under Sections 391 to 394 and read with Sections 100 to 105 of the Companies Act, 956. The Company is in process of filing the same with the Registrar of Companies, Pune, Maharashtra. The Composite Scheme will be effective from date of filing the same with the Registrar of Companies, Pune, Maharashtra. With reference to the earlier letter dated May 22, 2015, Kirloskar Oil Engines Ltd has now informed BSE that the Company has received certified true copy of order from Hon'ble Bombay High Court on June 15, 2015, sanctioning the Composite Scheme of Arrangement and Amalgamation (the Composite Scheme) between Kirloskar Brothers Investments Limited, Pneumatic Holdings Limited and Kirloskar Oil Engines Limited and their respective shareholders and creditors under Section 391 to 394 and read with Sections 100 to 105 of the Companies Act, 1956. The Company is in process of filing the same with the Registrar of Companies, Pune, Maharashtra. The Composite Scheme will be effective from date of filing the same with the Registrar of Companies, Pune, Maharashtra. (As Per BSE Announcement Dated On 16/06/2015) Kirloskar Brothers Investments Ltd has informed BSE that In continuation of the letter dated June 15, 2015 informing receipt of certified true copy of order from Hon'ble High Court of Judicature at Bombay, on June 15, 2015, sanctioning the Composite Scheme of Arrangement and Amalgamation (the Composite Scheme) between Kirloskar Brothers Investments Limited, Pneumatic Holdings Limited and Kirloskar Oil Engines Limited and their respective shareholders and creditors; the Board of Directors at its meeting held on June 29, 2015 , has: 1. noted that the Appointed Date of the Composite Scheme is April 01, 2015; 2. fixed the Effective Date as June 30, 2015 under the Composite Scheme; 3. jointly authorised Mr. Anil C. Kulkami, Executive Director, Mr. Anil N. Alawani Director and Mr. Aniket Deshpande, Company Secretary of the Company to fix the Record Date to determine the shareholders of the Company who would be allotted equity shares of Pneumatic Holdings Limited and Kirloskar Oil Engines Limited, in terms of the Composite Scheme; 4. Noted the transfer of services of Mr. Anil C. Kulkami as Executive Director to Pneumatic Holdings Limited with effect from the effective date. Accordingly, he will cease to be Director of the Company with effect from closing hours of 30 June 2015; 5. Noted the transfer of services of Mr. Aniket A. Deshpande as Company Secretary to Pneumatic Holdings Limited with effect from the effective date. Accordingly, he will cease to be employee of the Compaiay with effect from closing hours of 30 June 2015; 6. Noted the transfer of services of Ms. Vinaya V. Wagh as Chief Financial Officer to Pneumatic Holdings Limited with effect from the effective date. Accordingly, she will cease to be employee of the Company with effect from closing hours of 30 June 2015. (As Per BSE Announcement Dated on 29.06.2015) Kirloskar Oil Engines Ltd has informed BSE that the Company has filed certified copy of High Court Order dated April 30, 2015 approving the said Composite Scheme with the Registrar of Companies, Pune on June 30, 2015. Accordingly, pursuant to Clause 3.6 of the said scheme, effective date of the Scheme is June 30, 2015. (As Per BSE Announcement Dated on 30.06.2015) Kirloskar Oil Engines Ltd has informed BSE that the Company has fixed July 11, 2015 as the Record date for the purpose of determining the shareholders of Kirloskar Brothers Investment Limited to whom the equity shares of Kirloskar Oil Engines Limited will be allotted in accordance with the Composite Scheme. (As Per BSE Announcement Dated on 02.07.2015) SUB. : - Scheme of Amalgamation of Kirloskar Brothers Investments Ltd.(Scrip Code 533297). Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation as approved by the Hon'ble High Court at Mumbai between Kirloskar Brothers Investments Ltd., and Pnematic Holdings Ltd and Kirloskar Oil Engines Ltd., Kirloskar Oil Engines Ltd has intimated the Record Date fixed to determine the entitlement of shareholders of Kirloskar Brothers Investments Ltd., to equity shares of Pnematic Holdings Ltd and Kirloskar Oil Engines Ltd. Trading Members are advised not to deal in the equity shares of Kirloskar Brothers Investments Ltd. with effect from the under mentioned date. COMPANY NAME CODE Kirloskar Brothers Investments Ltd. (533297) RECORD DATE 11/07/2015 PURPOSE The Scheme of Amalgamation: - In consideration of Amalgamation of residual Undertaking of KBIL with Kirloskar Oil Engines Ltd (KOEL), KOEL shall allot equity shares to the shareholders of KBIL in the following share exchange ratio: '76 (seventy six) equity shares of Rs.2/- each of KOEL for every 5 (Five) equity shares of Rs.10/- each held on KBIL'. NO DEALINGS FROM 09/07/2015 DR-070/2015-2016 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 06.07.2015) With reference to the earlier letter dated June 30, 2015 intimating about effective of the Composite Scheme of Arrangement and Amalgamation (the Scheme) between Kirloskar Brothers Investments Limited (KBIL - Transferor Company), Pneumatic Holdings Limited (PHL - Resulting Company) and Kirloskar Oil Engines Limited (KOEL - Transferee Company) and their respective shareholders and creditors under Section 391 to 394 and other applicable Sections of the Companies Act, 1956/2013, duly sanctioned by Hon'ble High Court of Judicature at Bombay vide its order dated April 30, 2015, Kirloskar Oil Engines Ltd has now informed BSE that pursuant to the said Scheme, 8,03,88,514 equity shares held by KBIL in KOEL cancelled on account of Cross holdings. In view of this KBIL is ceased to be holding company of KOEL. (As per BSE Announcement dated on 31.07.2015) Name of Company Kirloskar Oil Engines Limited (Transferee Company)* Cost of Acquisition Cost of shares shall be equal to 55% of cost of acquisition of shares of Kirloskar Brothers Investments Ltd (Transferor Company) *For the benefit of shareholders, it is further informed that the date of acquisition of shares of 'Pneumatic Holdings Limited' and 'Kirloskar Oil Engines Limited' will be the date of acquisition of shares of Kirloskar Brothers Investments Ltd - Transferor Company. This communication is solely for the benefit of the shareholders and reasonable care has been taken by the Company to check the accuracy of the information. However, the Company does not take any express or implied liability in providing this guidance. The shareholders are advised to seek legal opinion, should they feel necessary. Thanking You, Yours Faithfully, For Kirloskar Brothers Investments Limited,