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d Bandhan Bandhan Bank Limited 7 Bank€¦ · Bandhan Bank Limited ("Bank") under Sections 230 to...

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d Bandhan 7 Bank Bandhan Bank Limited Head Off ice: Floors 12-14, Adventz lnfinity@5, BN 5, SectorV, Salt Lake City, Kolkata -700091 CIN: L67190WB2014PLC204622 I Phone: +91 33 6609 0909, 4045 6456 I Fax: +91 33 6609 0502 Email: companysecretary@bandhanbank.com I Website: www .bandhanbank.com Ref no: BBL /229/2019-20 October 04, 2019 BSE Limited Dept. of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001 BSE Scri p Code: 541153 National Stock Exchange of India Limited The Listin g Department Exchange Plaza, Bandra Kurl a Complex, Mumbai - 400051 NSE Symbol: BANDHANBNK Dear Sir/ madam, Sub: Scheme of Amalgamation of GRUH Finance Limited ("GRUH") into and with Bandh an Bank Limit ed ("Bank") under Sect ions 230 to 232 of the Companies Act, 2013 (incl uding the Companies (Compromises, Ar rangements and Amalgamations) Rules, 2016) and other relevant provisions under appli cable law ("Scheme") Outcome of Boar d meeting held on October 03, 2019 - Discl osure under Regulation 30 of the SEBI (Li sting Obli gations and Discl osure Requirements) Regulations, 2015 ('Listing Regulations') Th is is in contin uation to our lett er dated January 07, 2019 and subsequent communi cations with respect to the Scheme whereby we have inf ormed that the Scheme of Amalgamation had been approved by the Hon'ble National Compan y Law Tribunal, Ahmedabad Bench ("NCL T Ah medabad") and National Company Law Tri bun al, Kolkata Bench ("NCLT Kolkata"). In thi s conn ection we wish to inf orm you that the Board of Direct ors ("Board") of the Bank at its meetin g held on October 03, 2019 has, inter-alia, considered, noted / approved the following matt ers: 1. Certif ied copy of the Order dated September 18, 2019 passed by NCLT Ahmedabad san cti onin g the Sc heme received on September 20, 2019. 2. Certified copy of the Order dated September 27, 2019 passed by NCLT Kolkata san ctioning the Scheme received on September 30, 2019. Page 1 of 2 Registered Office: ON 32, Sector V, Salt Lake City, Kolkata - 700091
Transcript

d Bandhan 7 Bank

Bandhan Bank Limited Head Office: Floors 12-14, Adventz lnfinity@5, BN 5, SectorV, Salt Lake City, Kolkata -700091 CIN: L67190WB2014PLC204622 I Phone: +91 33 6609 0909, 4045 6456 I Fax: +91 33 6609 0502 Email: [email protected] I Website: www .bandhanbank.com

Ref no: BBL /229/2019-20

October 04, 2019

BSE Limited Dept. of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001 BSE Scrip Code: 541153

National Stock Exchange of India Limited The Listing Department Exchange Plaza, Bandra Kurla Complex, Mumbai - 400051 NSE Symbol: BANDHANBNK

Dear Sir/ madam,

Sub: Scheme of Amalgamation of GRUH Finance Limited ("GRUH") into and with Bandhan Bank Limited ("Bank") under Sections 230 to 232 of the Companies Act, 2013 (including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016) and other relevant provisions under applicable law ("Scheme")

Outcome of Board meeting held on October 03, 2019 - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations')

This is in continuation to our letter dated January 07, 2019 and subsequent communications with respect to the Scheme whereby we have informed that the Scheme of Amalgamation had been approved by the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCL T Ahmedabad") and National Company Law Tribunal, Kolkata Bench ("NCLT Kolkata").

In this connection we wish to inform you that the Board of Directors ("Board") of the Bank at its meeting held on October 03, 2019 has, inter-alia, considered, noted / approved the following matters:

1. Certified copy of the Order dated September 18, 2019 passed by NCLT Ahmedabad sanctioning the Scheme received on September 20, 2019.

2. Certified copy of the Order dated September 27, 2019 passed by NCLT Kolkata sanctioning the Scheme received on September 30, 2019.

Page 1 of 2

Registered Office: ON 32, Sector V, Salt Lake City, Kolkata - 700091

M Bandhan 0 Bank

3. The "appointed date" of the Scheme is Tuesday, January 1, 2019, as approved by the Hon'ble NCLT Ahmedabad and Kolkata.

4. Thursday, October 17, 2019 has been fixed as the "effective date" of the Scheme, on which date Orders passed by both the NCLTs will be filed with the respective jurisdictional Registrar of Companies by GRUH and the Bank, respectively.

5. In accordance with Regulation 42 of the Listing Regulations, Thursday, October 17, 2019 has been fixed as the "Record Date", following the effectiveness of the Scheme, for the purpose of determining the shareholders of GRUH who shall be entitled to receive the equity shares of the Bank, and also for determining portfolio of the Non-Convertible Debenture holders of GRUH which shall be shifted to the new International Securities Identification Numbers (ISINs) created by the Bank, pursuant to the effectiveness of the Scheme.

In accordance with the Scheme, the Bank will issue and allot to those shareholders whose names would appear as a member in the records of the depositories/register of members of GRUH, as the case may be, on the Record Date, 568 (five hundred and sixty-eight) fully paid-up equity shares of Rs. 10 each of the Bank, for every 1,000 (one thousand) fully paid-up equity shares of Rs. 2 each, held by such member in GRUH.

The equity shares proposed to be issued by the Bank in accordance with the Scheme of Amalgamation will be submitted for listing with BSE Limited and the National Stock Exchange of India Limited and they shall rank pari-passu in all respects with the existing equity shares of the Bank.

We request you to kindly take the above on record.

The same is being uploaded on the website of the Bank at www.bandhanbank.com.

Thanking you,

Y sincerely, dhan Bank Limited

Ee A/AA Indranil Banerjee Company Secretary

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