IDFC Ltd has informed BSE that the Board of Directors of IDFC Limited ('IDFC' or 'Transferor Company') has, at its meeting held on October 30, 2014, approved 1) a proposal to demerge its Financing Undertaking into its wholly owned step down subsidiary IDFC Bank Limited ('IDFC Bank' or 'Transferee Company') pursuant to a Scheme of Arrangement under Sections 391-394 of the Companies Act, 1956 ('Scheme'). The Board of Directors of IDFC Bank has also approved the Scheme at its meeting held on October 30, 2014. IDFC Bank is a recently incorporated company by IDFC Limited with a paid up capital of Rs. 5 lakhs and is currently not a listed company. 2. Upon the Scheme becoming effective and subject to receipt of requisite regulatory approvals including those from Stock Exchanges, Securities and Exchange Board of India ('SEBI') and Reserve Bank of India ('RBI'), the shares of IDFC Bank will be listed on National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE'), 3. IDFC Bank Limited will issue 1(0ne) equity share of Rs. 10 each, fully paid up of IDFC Bank Limited for every 1(0ne) equity share of Rs. 10 each held in IDFC Limited, as a consideration for the demerger of Financing Undertaking of IDFC Limited into IDFC Bank Limited, to the shareholders holding shares of IDFC Limited as on the Record Date ('Share Entitlement Ratio'). The shareholders of IDFC Limited will continue to hold their shares in IDFC Limited. 4. On completion of demerger, equity share capital of IDFC Bank will be held approximately 53% by IDFC Financial Holding Company Limited ('IDFC FHCL')(being incorporated), a 100% subsidiary of IDFC Limited and approximately 47% by the shareholders of IDFC Limited (as on the Record Date). 5. Rationale & Object of the Scheme: a. Pursuant to the RBI New Banking Guidelines, all new banks are to be set up through a non-operative financial holding company and will need to be categorically structured such that all businesses which a bank is permitted to carry out, will necessarily vest in the new bank and all other regulated financial services entities (regulated by the RBI or other financial sector regulators) will need to be held by such non-operative financial holding company. Hence, to fulfil the specific terms and conditions of the RBI In-Principle Approval and the conditions set out in the RBI New Banking Guidelines which requires the Transferor Company to transfer the relevant business activities (being the Financing Undertaking) to the proposed bank i.e., the Transferee Company, the Transferor Company proposes to realign its businesses to comply with the corporate structure requirements provided in paragraphs 2(C)(1), (ii) and (iii) of the RBI New Banking Guidelines and demerge its Financing Undertaking to the Transferee Company. Given the current corporate structure of the Transferor Company and the RBI's approval granted to the Transferor Company for the proposed demerger and setting up of the new bank, the Transferor Company proposes to demerge the Financing Undertaking to the Transferee Company to achieve its objective of setting up a banking business. b. Accordingly, it would be in the best interests of the Transferor Company, the Transferee Company and their respective shareholders and creditors as the proposed demerger will provide greater financial strength and flexibility and access to greater funds and resources including diversifying the asset base and widening of the liability base, leveraging larger and diversified financial sector opportunities and providing a stable funding profile through retail funding, in the interests of maximising stakeholder value. As a result, the Transferor Company is proposing this Scheme under Section 391-394 of the Companies Act, 1956. 6. Salient features of the Scheme: a. The Financing Undertaking of IDFC Limited shall be demerged to IDFC Bank Limited, a wholly owned step down subsidiary of IDFC Limited. b. Under the Scheme, IDFC Limited will transfer its Financing Undertaking including related businesses of financing, project finance (fund and non fund based), fixed income & treasury comprising interalia all assets, liabilities, movable & immovable properties, employees, consents, approvals, benefits, licenses, contracts, deeds and tax balances of the Financing Undertaking, to IDFC Bank Limited. c. Shares of IDFC Bank Limited will be issued to the shareholders of IDFC Limited in consideration for the demerger in compliance with provisions of Section 2(19AA) of the Income Tax Act 1961. d. IDFC Limited will retain all other undertakings and businesses other than the Financing Undertaking including windmill operations, shares in IDFC FHCL and other entities, holding of intellectual property rights. e. Appointed date of the Scheme would be same as the Effective Date f. The Scheme would be Effective upon receipt of all requisite approvals including from shareholders, creditors, SEBI, Stock Exchange(s), RBI, Madras High Court and filing the certified copies of the order of the Madras High Court with the Registrar of Companies, Tamil Nadu, Chennai. g. Upon the Scheme becoming Effective, and subject to necessary compliances with Stock Exchanges and SEBI for listing, the shares of IDFC Bank Limited will be listed on BSE and NSE. h. IDFC Bank will become operational only on RBI granting the final approval/banking license. 7. Advisors to the Restructuring a. Amarchand & Mangaldas & Suresh A, Shroff & Co. ('AMSS') is acting as legal advisors to the Scheme. b. Deloitte Haskins & Sells LLP, Chartered Accountants ('Deloitte') is acting as Tax Advisors to the Scheme. c. SSPA & Co. Chartered Accountants has issued report on the Share Entitlement Ratio adopted under this Scheme. d. JM Financial Institutional Securities Limited provided the fairness opinion on the Share Entitlement Ratio adopted under the Scheme. The Company will file the Scheme and all other details as required under Clause 24(f) of the Listing Agreement with NSE and BSE in due course of time. IDFC Ltd has informed BSE that a Petition under Sections 391-394 of the Companies Act, 1956, for obtaining sanction of the Hon'ble High Court of Judicature at Madras, to a Scheme of Arrangement among IDFC Limited ('Transferor Company') and IDFC Bank Limited ('Transferee Company') and their respective Shareholders and Creditors ('Scheme') was presented by the Transferor Company to the Hon'ble Court on April 13, 2015, and was admitted for hearing on April 28, 2015. The said Petition is now fixed for hearing before the Hon'ble Court on June 19, 2015 at 10:30 a.m. As directed by the Hon'ble High Court, individual notices are being issued to all the Long term Infrastructure Bondholders of the Transferor Company. (As per BSE Announcement Dated on 13.05.2015) IDFC Ltd has informed BSE that the Hon'ble High Court of Judicature at Madras, vide its Order dated June 25, 2015, has approved the Scheme of Arrangement (Demerger) between IDFC Limited and IDFC Bank Limited and their respective shareholders and creditors under Section 391 to 394 of the Companies Act, 1956. A copy of the Order as available on the website of Madras High Court. (As Per BSE Announcement Dated on 30.06.2015) With reference to the earlier letter dated June 30, 2015 & July 04, 2015 informing about the Hon'ble High Court of Judicature at Madras, vide its Order dated June 25, 2015, has approved the Scheme of Arrangement (Demerger) between IDFC Limited and IDFC Bank Limited and their respective shareholders and creditors, IDFC Ltd has now informed BSE about the revised signed copy of the sanction order of Hon'ble High Court of Madras. Change in the revised copy of sanction order received from the Court is as follows - In the part of the original court order which read as this court doth further order as follows (1) That, the Petitioner Companies herein, do file with the Registrar of Companies, Chennai, a certified copy of the order within 30 days from this date. has been replaced with the following wordings (1) That, the Petitioner Companies herein, do file with the Registrar of Companies, Chennai, a certified copy of the order within 30 days of the receipt of final approval from the Reserve Bank of India for undertaking banking operations under the Banking Regulations Act 1949. (As Per BSE Announcement Dated on 13/07/2015) With reference to earlier letter dated July 13, 2015 whereby it was informed that the Hon'ble High Court of Judicature at Madras, vide its Order dated June 25, 2015, has approved the Scheme of Arrangement (Demerger) between IDFC Limited and IDFC Bank Limited and their respective shareholders and creditors. PART B of SEBI Circular dated February 4, 2013 reads as follows - 1. The transferee entity shall confirm that it has taken steps for listing of its equity shares, within thirty days of the receipt of the order of the Hon'ble High Court sanctioning the Scheme, simultaneously on all the stock exchanges where the equity shares of the transferor entity are/were listed, 2. The formalities for commencing of trading shall be completed within forty five days of the order of the Hon'ble High Court. IDFC Ltd has now informed BSE that since the allotment of equity shares by Transferee Company to the shareholders of Transferor Company cannot be made before the Effective Date of Demerger and since the Demerger Scheme will be Effective only after complying with all the conditions of Clause 5.8 of the Demerger Scheme, the steps for listing and trading of equity shares of Transferee Company will be taken only after Effective Date of Demerger. (As Per BSE Announcement Dated on 27/07/2015) With reference to the earlier letter dated July 27, 2015, IDFC Ltd has now informed BSE that the Reserve Bank of India, on July 23, 2015, granted Banking Licence to 'IDFC BANK LIMITED' for undertaking banking business in India under Section 22 (1) of the Banking Regulation Act, 1949. Point No, III (7) of the Terms and Conditions of the Bank Licence states the following - - The transfer of business of IDFC Limited to the proposed bank should coincide with commencement of banking business. Auditor's certificate certifying transfer of business as on the date of commencement of operations of the bank should be submitted to RBI. In view of the above and in view of Clause 5.8.1 of the Demerger Scheme, the Board of Directors of IDFC Limited and IDFC Bank Limited at their meetings held on July 30, 2015 and July 27, 2015 respectively, have determined that the Demerger Scheme can be Effective only upon receipt of requisite Operational Licenses from the Reserve Bank of India and IDFC Bank Limited will commence the banking business from October 01, 2015. Therefore in compliance with Clause 5.8.1 of the Demerger Scheme and to comply with the terms and conditions of the Bank Licence, the transfer of 'Financing Undertaking' from IDFC Limited to IDFC Bank Limited pursuant to the Demerger Scheme will take place on October 01, 2015. As a result, the Effective Date of the Demerger Scheme will be October 01, 2015 and IDFC Bank Limited will start banking operations from October 01, 2015. (As Per BSE Announcement Dated on 04.08.2015) IDFC Ltd has informed BSE that the Company has fixed Record Date as October 05, 2015 for the purpose of entitlement of shares of IDFC Bank Limited. Pursuant to the Demerger Scheme, IDFC Bank Limited will issue and allot shares to the shareholders of IDFC Limited, whose name is recorded in the Register of Members of IDFC Limited as on the Record Date, one (1) equity share having a face value of Rs. 10 each of IDFC Bank Limited for every one (1) equity share held by them in IDFC Limited, each equity share being fully paid-up. (As Per BSE Announcement Dated on 21.09.2015) SUB. :- Scheme of Arrangement of IDFC Ltd. (Scrip Code 532659) Trading Members of the Exchange are hereby informed that, pursuant to the Scheme of Arrangement (Demerger) approved by the Hon'ble High Court of Judicature at Madras, IDFC Ltd., has fixed the Record Date for the purpose of determining entitlement of the shareholders of the Company as per details given below: COMPANY NAME CODE IDFC Ltd. (432659; 532659; 632659) RECORD DATE 05/10/2015 PURPOSE As per Scheme of Arrangement sanctioned by the Hon'ble High Court of Judicature at Madras, between, IDFC Ltd and IDFC Bank Ltd : - Upon the Scheme becoming effective and in consideration of the demerger and transfer of Financing Undertaking of IDFC Ltd into IDFC Bank Ltd, IDFC Bank shall issue and allot shares credited as fully paid-up to the shareholders of IDFC Ltd. in the following proportion: 1 (ONE) fully paid up equity share of Rs.10/- of IDFC Bank Ltd. shall be issued and allotted for every 1 (ONE) fully paid up equity share of Rs.10/- each held in IDFC Ltd' EX-ENTITLEMENT FROM DATE & SETT. NO. 01/10/2015 DR-128/2015- 2016 Note: Subject to compliance with requisite formalities the resulting company i.e. IDFC Bank Limited will be listed on BSE Limited. (As Per BSE Notice Dated on 28.09.2015) IDFC Ltd has informed BSE that the Hon'ble High Court of Judicature at Madras, vide its Order dated June 25, 2015, had sanctioned the Scheme of Arrangement among IDFC Limited and IDFC Bank Limited and their respective shareholders and creditors under Section 391 to 394 of the Companies Act, 1956 ('Demerger Scheme'). Pursuant to the Demerger Scheme, the Allotment & Share Transfer Committee of IDFC Bank Limited at its meeting held on October 09, 2015 allotted 1,594,020,668 Equity Shares of Rs. 10 each to 4,92,106 equity shareholders of IDFC Limited whose names were recorded in the Register of Members of IDFC Limited as on the Record Date, i.e. October 05, 2015. The ratio for the aforesaid allotment is one (1) equity share having a face value of Rs. 10 each of IDFC Bank Limited for every one (1) equity share held by shareholders in IDFC Limited. (As Per BSE Announcement Dated on 09/10/2015) IDFC Bank Ltd has informed BSE that the Hon'ble High Court of Judicature at Madras, vide its Order dated June 25, 2015, had sanctioned the Scheme of Arrangement among IDFC Limited and IDFC Bank Limited and their respective shareholders and creditors under Section 391 to 394 of the Companies Act, 1956 ('Demerger Scheme'). The Effective Date of the Demerger Scheme was October 01, 2015. Pursuant to the Demerger Scheme, on the Effective Date, the employees that were transferred with the Financing Undertaking to IDFC Bank Limited, as well as all remaining employees of IDFC Limited or their respective subsidiaries, who had been granted options under IDFC Limited Employee Stock Option Scheme 2007, which were not exercised (vested or unvested), as of the Record Date, were granted 1 (one) stock option by IDFC Bank Limited under IDFC Bank Limited Employee Stock Option Scheme 2015 ('IDFC Bank - ESOS 2015') for every 1 (one) stock option held in IDFC Limited by such employee. Also prior to listing of IDFC Bank shares on November 06, 2015, ESOPs were granted to the employees of IDFC Bank Limited, IDFC Limited and its subsidiaries. On May 26, 2016, IDFC Bank has granted, subject to the approval of the shareholders at the ensuing Annual General Meeting and any other regulatory authorities as may be required, to its employees 190,00,000 options equivalent to 190,00,000 equity shares at a price of Rs. 47.00 per equity share pursuant to IDFC Bank - ESOS 2015. These options shall vest over a maximum period of 3 years and shall be exercisable within a period of 4 years from the date of vesting. Accordingly, till date, IDFC Bank has cumulatively granted 947,50,000 Employee Stock Options. (As per BSE Announcement dated on 26.05.2016)