NRB Bearings Ltd has informed BSE regarding Outcome of Board Meeting held on April 19, 2011, inter alia, has reviewed the Business plan for FY 2011-12 and taken on record details of directors Interest in other companies, affirmation of code of conduct and eligibility under section 274(1)(g) for all directors. The Board further considered and approved the Scheme of Arrangement under Section 391 to 394 read with Sections 100 - 103 and other applicable provisions of the Companies Act, 1956 between Trilochan Sahney Finance and Holdings Pvt Ltd ('TSFHPL') and NRB Bearings Ltd ('NRB' or ¶he Company) and their respective shareholders and creditors (¶he scheme') under section 391 to 394. Currently, Trilochan Investments Company Pvt Ltd ('TICPL'), Devinder Investments Company Pvt Ltd ('DICPL'), and Hanwantbir Investment Company Pvt Ltd ('TICPL') collectively hold 3,77,55,640 Equity Shares of NRB which constitutes 38.95% of the equity shareholding of NRB. TICPL, DICPL and HICPL are being merged with TSFHPL. Pursuant to the merger, the holdings in NRB held by TICPL, DICPL and HICPL shall get transferred to TSFHPL. TSFHPL does not hold any other assets or liabilities other than investment in NRB. The current Scheme envisages merger of TSFHPL into NRB. Pursuant to the merger 3,77,55,640 equity shares held by TSFHPL in the equity share capital of NRB shall stand cancelled , the share capital of NRB shall stand reduced to the extent of face value of equity shares held by TSFHPL in NRB. Simultaneously, equivalent number of equity shares (3,77,55,640 equity shares) of NRB to be issued to the equity shareholders of TSFHPL. There would be no change in the promoter and public equity shareholding of NRB. The promoters as well as the public will continue to hold the same percentage of equity shares in NRB, pre and post the merger TSFHPL into NRB. The entire cost of the Scheme would be borne by the promoters / promoter companies. The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders and creditors of the companies, the Hon'ble High Court of Judicature at Bombay, the permission or of any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme. NRB Bearings Ltd has informed BSE as under : (a) In accordance with the directions of the Hon'ble High Court of Judicature at Bombay in Company Summons for Directions No. 499 of 2011, the meeting of the equity shareholders was convened and held on September 26, 2011. The equity shareholders have unanimously approved the Scheme of Amalgamation and Arrangement under section 391 to 394 read with section 100 to 103 of the Companies Act, 1956 of Trilochan Sahney Finance and Holdings Private Ltd and NRB Bearings Ltd and their respective shareholders ('the Scheme') (b) An Extra Ordinary General Meeting (EGM) of the members was convened and held on September 26, 2011 immediately after conclusion of court convened meeting. The special business as informed in the notice convening meeting was considered and unanimously approved by the members present. The Company has submitted to BSE a copy of the resolutions passed at the meeting. (As Per BSE Announcement Dated on 26.09.2011) NRB Bearings Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 17, 2012, inter alia, has approved the Allotment of 3,77,55,640 equity shares of Rs. 2/- each to the shareholders Trilochan Investments Co. Pvt. Ltd. (TICPL) (formerly known as Trilochan Sahney Finance & Holdings Pvt. Ltd.) pursuant to the Scheme of Amalgamation between TICPL and NRB Bearings Ltd. and their respective shareholders and creditors which was approved by the High Court of Bombay on January 30, 2012. The shares have been issued to the Trustees viz., Trilochan Singh Sahney and Hanwantbir Kaur Sahney of the Trilochan Singh Sahney Trust No.1. (As Per BSE Announcement Dated on 17.02.2012)