(15-Jan-2016 Hours IST)
Max India Ltd has informed BSE that the Hon'ble High Court of Punjab and Haryana at Chandigarh approved the Composite scheme of Arrangement vide its order dated December 14, 2015. The Company received the certified copy of the formal Order on January 05, 2016. Certified copies of the said Order have been filed earlier today by each of Max India Limited and the two resulting companies with Ministry of Corporate Affairs, thereby achieving the Effective Date today, i.e., January 15, 2016, pursuant to the provisions of the Composite Scheme of Arrangement. The Board of Directors of Max India Limited and the resulting companies met earlier on January 15, 2016 and the following are the outcome of the Board meetings, which are given company wise: 1. Max India Limited: (a) Change of name of Max India Limited As part of the composite scheme of arrangement approved by the Hon'ble High Court of Punjab and Haryana at Chandigarh, the name of Max India Limited will change to Max Financial Services Limited with effect from the Effective Date. Max Financial Services Limited will inter alia continue to hold and nurture the investment in life insurance business conducted by Max Life Insurance Company Limited. (b) Fixing Record Date to determine entitlement of members of the Company of equity shares of Resulting Companies: The Company has fixed January 28, 2016, as the Record Date to determine the entitlement of members of the Company of equity shares of Resulting Companies. The issuance and allotment of shares by the Resulting Companies will be subject to receipt of approval from the Foreign Investment Promotion Board. After the issuance and allotment of the shares by the Resulting Companies, the Resulting Companies will complete the necessary steps to have the equity shares listed on the BSE Limited and National Stock Exchange of India Limited. (c) Share entitlement Ratios: Every member of Max India Limited ('Demerged Company') as on the Record Date would be entitled to receive fully paid equity shares of Resulting Companies in the following manner:  One equity share of Rs. 2/- each of Resulting Company 1 for every one equity share of Rs. 2/- each; and  One equity share of Rs. 10/- each of Resulting Company 2 for every five equity shares of Rs. 2/- each. 2. Taurus Ventures Limited (To be renamed as Max India Limited'); (a) Change of name of Taurus Ventures Limited As part of the Composite scheme of arrangement approved by the Hon'ble High Court of Punjab and Haryana at Chandigarh, the name of Taurus Ventures Limited will be changed to Max India Limited with effect from the Effective Date. Taurus Ventures Limited will be engaged inter alia in the activity of holding, making, and nurturing of investments in Health and Allied Activities (as defined in the composite scheme of arrangement) (which includes the healthcare business conducted through Max Healthcare Institute Limited, health insurance business conducted through Max Bupa Health Insurance Company Limited and senior living activities conducted through Antara Senior Living Limited) and the corporate management services. 3. Capricorn Ventures Limited (To be renamed as Max Ventures and Industries Limited'): (a) Change of name of Capricorn Ventures Limited As part of the Composite scheme of arrangement approved by the Hon'ble High Court of Punjab and Haryana at Chandigarh, the name of Capricorn Ventures Limited is proposed to be changed to Max Ventures and Industries Limited with effect from the Effective Date. Taurus Ventures Limited will be engaged inter alia in the activity of activity of holding, making and nurturing of investment in the manufacturing activities currently represented by Speciality Films Activities (as defined in the composite scheme of arrangement) and shall hold the investment in Max Speciality Films Limited. SUB. :- Scheme of Arrangement (Demerger) of Max India Ltd. (Scrip Code 500271) Trading Members of the Exchange are hereby informed that, pursuant to the Composite Scheme of Arrangement (Demerger) approved by the Hon'ble High Court for the States of Punjab and Haryana at Chandigarh, Max India Ltd (MIL)., 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 Max India Ltd. (500271 & 600271 RECORD DATE 28/01/2016 PURPOSE As per Composite Scheme of Arrangement sanctioned by the Hon'ble High Court of Judicature for the State of Punjab and Haryana at Chandigarh, between, (1) Max India Ltd (MIL) and (2) Taurus Ventures Limited (TVL) and (3) Capricorn Ventures Ltd (CVL) : - Upon the coming into effect of the aforesaid Scheme and in consideration of the demergers of (i) the Demerged Undertaking into Taurus Ventures Limited (TVL) and (ii) the MSF Demerged Undertaking into Capricorn Ventures Ltd (CVL), pursuant to this Scheme : (a) Taurus Ventures Limited (TVL) shall issue and allot equity shares at par on a proportionate basis to the shareholders of Max India Ltd (MIL), in the following proportion : ' 1 (ONE) fully paid up equity share of Rs. 2/- of TVL shall be issued and allotted for every 1 (ONE) fully paid up equity shares of Rs.2/- each held in MIL' (b) Capricorn Ventures Ltd (CVL) shall issue and allot equity shares at par on proportionate basis to the shareholders of Max India Ltd (MIL), in the following proportion: ' 1 (ONE) fully paid up equity share of Rs. 10/- of CVL shall be issued and allotted for every 5 (FIVE) fully paid up equity shares of Rs.2/- each held in MIL' EX-ENTITLEMENT FROM DATE & SETT. NO. 27/01/2016 DR-206/2015- 2016 Note: Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated September 2, 2010, Trading members are hereby informed that the trading in the equity shares of the aforesaid company shall be transferred from A' group to T' group w.e.f. January 27, 2016 and pursuant to SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012; the aforesaid scrip shall be a part of Call Auction in Pre-open Session on January 27, 2016. Subject to compliance with requisite formalities the resulting companies i.e. TVL and CVL will be listed on BSE Limited. (As Per BSE Notice Dated on 20.01.2016) Max Financial Services Ltd has informed BSE that Mr. V. Krishnan ceases to be the Company Secretary of Max Financial Services Limited (formerly Max India Limited) on February 29, 2016. He assumes the position of the Company Secretary of Max India Limited (formerly Taurus Ventures Limited), being the Resulting Company 1 of the Scheme of Arrangement approved earlier by the Hon'ble High Court of Punjab & Haryana on December 14, 2015. (As Per BSE Announcement Dated on 01.03.2016) With reference to earlier letter dated January 15, 2016 on achieving the Effective Date of the Composite Scheme of Arrangement, Max Financial Services Ltd has now informed BSE about the following additional information . 1. Max India Limited (Formerly Taurus Ventures Limited) has received the approval letter from Foreign Investment Promotion Board (FIPB) on May 09, 2016 permitting the issuance of shares to the foreign shareholders of MFSL for issuance of equity shares of Rs. 2/- each in the ratio of 1:1 to the shareholders of MFSL as on the Record Date, i.e. January 28, 2106, in terms of the sanctioned Scheme of Arrangement. Max India Limited is in the process of convening the board meeting for the allotment of shares to all its shareholders. 2. The Board of Directors of Max Ventures and Industries Limited (MVIL) in its meeting held earlier in the day approved the audited financial results for the year ended March 31, 2016. Further, subject to the applicable laws, the Board of Directors of MVIL approved the following: (a) To jointly develop through Max Estates Limited, a newly incorporated Wholly-owned subsidiary of MVIL, a residential project in Dehradrun with the promoters which arrangements would be on an arm's length basis. The project envisages a contribution of up to Rs. 15 crores by MVIL; and (b) To acquire 11.2% stake in Azure Hospitality Private Limited through a wholly owned subsidiary company of MVIL for a consideration not exceeding Rs. 33.50 crores. (As Per BSE Announcement Dated on 11.05.2016) With reference to the earlier letter dated May 10, 2016 regarding the Composite Scheme of Arrangement, Max Financial Services Ltd has now informed BSE about the following additional information: Following the receipt of approval letter from Foreign Investment Promotion Board (FIPB), Max India Limited, in its Board meeting held on May 14, 2016 allotted 26,69,83,999 equity shares of Rs. 2/- each in the ratio of one equity share of Rs. 2/- each of Max India Limited for every one equity share of Rs. 2/- each held in Max Financial Services Limited as on the Record Date, i.e. January 28, 2016, in terms of the sanctioned Scheme of Arrangement. Max India Limited is now in the process of taking requisite actions for listing the aforesaid equity shares. (As per BSE Announcement dated on 16.05.2016) Max Financial Services Ltd has informed BSE that further to the Company's earlier communications dated January 15, 2016 on achieving the Effective Date of the Composite Scheme of Arrangement, the Company has now informed the Exchange that the Board of Directors of Max India Limited (formerly Taurus Ventures Limited) in its meeting held on May 25, 2016 approved the audited financial results for the year ended March 31, 2016. (As Per BSE Announcement Dated on 26.05.2016)
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