BEML : Scheme of Arrangement

BEML LIMITED

(CIN: L35202KA1964GOI001530)

Registered office: BEML Soudha, 23/1, 4th Main, S.R. Nagar,

Bengaluru - 560027, Karnataka

Tel: [phone]

Email: [e-mail]

Website: https://www.bemlindia.in

NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF BEML LIMITED PURSUANT TO THE ORDER DATED 13TH JANUARY, 2022 OF THE MINISTRY OF CORPORATE AFFAIRS, NEW DELHI

Day			Monday
Date			28th February, 2022
Time			11:30 AM
Mode of Meeting	Through Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
Mode of Voting	Remote e-voting and e-voting at the Meeting
Venue			Registered Office (Deemed venue for VC)
REMOTE E- VOTING:
Cut-off date	Thursday, 30th September, 2021
Commencing on	Thursday, 24th February, 2022 from 9:00 AM
Ending on		Sunday, 27th February, 2022 till 5:00 PM
Sl. No.			Contents	Page No.
1	Notice convening the meeting of Unsecured Creditors of BEML Limited under	1-9
	the provisions of section 230-232 and other relevant provisions of the
	Companies Act, 2013 and any amendments thereto, pursuant to the Order dated
	13th January, 2022 of Ministry of Corporate Affairs, New Delhi
2	Explanatory statement under Section 102 read with Section 230-232 and other	10-23
	applicable provisions of the Companies Act, 2013
3	Annexure 1		24-52
	Scheme of Arrangement between BEML Limited (BEML or Demerged
	Company) and BEML Land Assets Limited (BLAL or Resultant Company)
	and their respective Shareholders and Creditors under Section 230-232 read
	with Section 66 and other applicable provisions of the Companies Act, 2013
4	Annexure 2		53-64
	Share Entitlement Ratio Report dated 22nd July, 2021 issued by CA Harsh
	Chandrakant Ruparelia, Registered Valuer
5	Annexure 3		65-71
	Fairness Opinion dated 22nd July, 2021 issued by Fedex Securities Private
	Limited, Merchant Banker
6	Annexure 4		72-74
	Copy of Observation Letter dated 12th October, 2021 from BSE Limited (BSE)
	conveying their 'no objection' to the Scheme
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7	Annexure 5	75-77
	Copy of Observation Letter dated 13th October, 2021 from National Stock
	Exchange of India Limited (NSE) conveying their 'no objection' to the Scheme
8	Annexure 6	78
	Copy of the Nil Complaints Report dated 26th August, 2021 submitted to BSE
	and NSE
9	Annexure 7	79-80
	Report adopted by the Board of Directors of the applicant companies pursuant
	to Section 232(2)(c) of the Companies Act, 2013 explaining the effect of the
	Arrangement etc.
10	Annexure 8	81-95
	Limited Review unaudited financial results of BEML Limited as on 30th
	September, 2021
11	Annexure 9	96-97
	Form of Proxy
12	Annexure 10	98-105
	Copy of MCA Order dated 13th January, 2022

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GOVERNMENT OF INDIA

BEFORE THE MINISTRY OF CORPORATE AFFAIRS

FORM NO. CAA.2 (Pursuant to Section 230(3) and Rule 6)

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013;

And

In the matter of Scheme of Arrangement between BEML Limited and BEML Land Assets Limited

and their respective Shareholders and Creditors

BEML Limited

(CIN: L35202KA1964GOI001530)

a Company incorporated under the Companies Act, 1956, having its Registered Office at BEML Soudha, 23/1, 4th Main,

S.R. Nagar, Bengaluru 560027, Karnataka.

……Applicant Company 1/ Demerged Company

NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS

OF BEML LIMITED

To,

The Unsecured Creditors

('Demerged Company" or "Applicant Company" or "the Company") BEML Limited

1. NOTICE is hereby given that by an Order dated 13th January, 2022, MCA has directed that a meeting of the Unsecured Creditors of the Company, whose debt as on 30.09.2021 is more than INR 10 lakhs, be convened and held through Video Conferencing or Other Audio-Visual Means ("VC/ OAVM"). Accordingly, the said meeting is scheduled to be held on Monday, 28th February, 2022 at 11:30 A.M. Further, there shall be no meeting requiring physical presence at a common venue in view of the present circumstances on account of the COVID-19 pandemic. At such day you are requested to attend the meeting through VC/OAVM.
2. The Meeting is conducted for the purpose of approving, with or without modification(s), the Scheme of Arrangement between BEML Limited and BEML Land Assets Limited and their respective shareholders and creditors ("the Scheme"), by transacting the following business:
   To consider and, if thought fit, to approve with or without modification(s), the following special resolution for approval of the Arrangement embodied in the Scheme:
   "RESOLVED that pursuant to the provisions of Section 230-232 of the Companies Act, 2013 [including any statutory modification(s) or re-enactment thereof for the time being in force] and other applicable provisions of the Companies Act, 2013 and the enabling provisions of the Memorandum of Association and Articles of Association of the Company and subject to the requisite approval(s), consents, sanctions and permissions of Central Government, Securities and Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), other regulatory authorities concerned and the sanction of the Ministry of Corporate

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