Board of Kirloskar Oil Engines approves Composite Scheme of Arrangement and Amalgamation

At meeting held on 02 September 2014

Kirloskar Oil Engines announced that the Board of Directors of the Company at its meeting held on 02 September 2014, has approved the Composite Scheme of Arrangement and Amalgamation between Kirloskar Brothers Investments (KBIL - proposed Demerged Company / Transferor Company), the Company (proposed Transferee Company) and a new Company (Pnuematic Holdings 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, the Company's Shareholders and Hon'ble High Court of Bombay and the necessary approvals under various statutes.

The Valuation Report provided by Independent Chartered Accountant, Haresh Upendra & Co., Chartered Accountants, Pune, and fairness opinion provided by Axis Capital, 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 KBIL will get 1 (One) Equity share of face value Rs. 10/- each of the resulting Company against 1 (One) Equity Share of KBIL and 76 (Seventy Six) Equity Shares of face value Rs. 2/- each of the Company against 5 (Five) Equity Shares of KBIL as fully paid up.

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