NCC Limited — M&A Activity 2019

Dec 28, 2019

'' *o''oh'df-oKfo.: NCCL/Regulation 3ol 2o1g Date '.28-12-2019

The Secretary National Stock Exchange of lndia Ltd 5th Floor, Exchange Plaza Bandra - Kurla Complex Bandra (E) MUMBAT - 500 051.

The Secretary BSE Limited, Rotunda Building, P J Towers Dalal Street, Fort MUMBAT-400001.

Dear Sir(s),

Scrip Code : NSE: NCC & BSE : 500294

Sub: lntimation under Regulation 30 of SEBI(LODR) Regulations,2O15 read with S EBI Ci rcula r No.C I R/C FD/CMD/4/201 5 dated 09-09-201 5

The Board of Directors of the Company at its meeting held on 28th December,2}lg considered and approved a Scheme of Amalgamation ("Scheme") pursuant to section 230 to 232 and other relevant provisions of the Companies Act,2013 and Rules made there under, providing for the merger of two wholly owned Subsidiaries of the Company i.e.,'1) Aster Rail Private Ltd and 2) Vaidehi Avenues Limited with NCC Limited.

The Scheme is subject to necessary statutory and regulatory approvals under applicable laws including approval of the shareholders of the Transferor and Transferee Companies and approval of the National Company Law Tribunal, Hyderabad Bench .

Pursuant to regulation 30 of the Securities and Exchange Board of lndia(Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CIVD/412015 dated 09 September, 2015, we are furnishing the information as per annexure enclosed.

The meeting of the Board of Directors started at 3.30 p.m and concluded at 4-3 o.,{n , p.m.

Thanking you,

Yours faithfully

\

For NCC LIMITED.

Sl.No	Particulars	Description
1.	Name of the entities forming	l. Transferor Companies
	part of the	a. Vaidehi Avenues Limited
	amalgamation/merger, details	b. Aster Rail Private Limited
	in brief such as size, turnover	ll. Transferee Company
	etc.,	NCC Limited
		ll!. The Scheme of amalgamation provides for
		merger of Vaidehi Avenues Ltd and Aster Rail
		Private Ltd(Transferor Companies) with NCC
		Limited(Transferee Company) pursuant to
		section 230 to 232 and other relevant provisions
		of the Companies Act,2013. Both the Transferor
		Companies are Wholly owned Subsidiaries of the
		Transferee Company. lV. Turnover/ Revenue for the year ended March
		3L,20L9
		Vaidehi Avenues Limited - NlL.
		Aster Rail Private Limited-Rs.3009.12 lakhs
		NCC Limited - Rs.12079.7 6 crores
2	Whether the transaction would	The Transferor Companies are Wholly owned
	fall within related party	Subsidiaries of the Transferee Company. Hence,
	transaction? lf yes, whether the	the transaction falls within the ambit of related
	same is done at "arms length"	party transaction.
		However, the Ministry of Corporate Affairs
		through a General Circular No. 30/2014 dated
		17th iuly, 2014 has clarified that transactions
		arising out of Compromises, Arrangements and
		Amlagamations dealt with under specific provisions of the
		Companies Act, 1956/Companies Act, 2013, will not attract the
		requirements of section 188 of the Companies
		Act, 2013.
		Further, as per Regulation 23(5Xb) of SEBI (Listing
		Obligations and Disclosure Requirements)
		Regulations, 2015, the related party transaction
		provisions are not applicable to a transaction
		between a holding company and its wholly
		owned subsidiary whose accounts are consolidated with such holding company and
		placed before the shareholders at the general
		meeting for their approval.

Area of business of the entities 3	l. Transferor Companies:
	i. Vaidehi Avenues Limited is engaged in the business of acquiring and holding land and developing and maintaining stock yards. ii. Aster Rail Private Limited is primarily engaged in the business of designing, manufacturing, erection, installation, repairing and servicing of Railway signalling, telecommunication equipment and other equipment related to railways and train control systems. ll. Transferee Company NCC Limited is primarily engaged in the business of Construction, Engineering and lnfrastructure Development activities.
Rational 4 amalgamation/merger	for The ratronale for the proposed Scheme of a Arrangement inter alia are summarised below: would ena ble consolidation of businesses a under one roof and will result in a simplified corporate structure and direct control of assets of the Transferor Companies in the hands of the Transferee Company; focused strategic leadership and top a management attention so as to integrate the business synergies and reap the benefits of consolidation; Reduce the number of legal entities in the a group thereby reducing managerial overlaps, which are necessarily involved in running multiple entities would channelize synergies; enable optimum utilization of the available a resources, broadening the customer base besides enabling a focused business approach for achieving optimization; would enable to achieve higher long-term a financial returns and inculcation of greater financial strength and flexibility than could be achieved by the companies individually; would result in greater rationalization and a help reduce duplication of systems and processes;

5	Consideration under Merger	Since, the Transferor Companies are wholly owned subsidiaries of the Transferee Company, upon the Scheme coming into effect, all equity shares of the Transferor Companies held by the Transferor Company (either directly or through nominees) shall stand cancelled without any further application, act or deed. lt is clarified that no new shares shall be issued or any payment made in cash whatsoever by the Transferee Company in lieu of shares of the Transferor Companies pursuant to the Scheme of Arrangement.
6	Brief details of change in shareholding pattern(if any) of listed entity	Since there will be no issue of shares pursuant to the Scheme of Arrangement, there would be no change in the shareholding pattern of the Transferee Company.