(04-May-2015 Hours IST)
Pantaloons Fashion & Retail Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 03, 2015, have considered and approved Composite Scheme of Arrangement between the Company, Aditya Birla Nuvo Limited, Madura Garments Lifestyle Retail Company Limited and their respective shareholders and creditors u/s 391 to 394 of the Companies Act, 1956 ['Composite Scheme']. The Scheme is subject to the necessary statutory and regulatory approvals including approvals of the respective High Courts, the Stock Exchanges, SEBI, the respective Shareholders and lenders/ creditors of each of the companies involved in the Composite Scheme. In this regard, the Company has submitted to BSE a copy of Press Release dated May 03, 2015, titled 'Creating India's Largest Pure Play Branded Apparels Company'. Pantaloons Fashion & Retail Ltd has submitted to BSE a Copy of the presentation regarding Composite Scheme of Arrangement between the Company, Aditya Birla Nuvo Limited, Madura Garments Lifestyle Retail Company Limited and their respective shareholders and Creditors. Pantaloons Fashion & Retail Ltd has informed BSE about 'Update on the proposed Composite Scheme of Arrangement amongst Aditya Birla Nuvo Limited, Madura Garments Lifestyle Retail Company Limited and Pantaloons Fashion & Retail Limited.' (As Per BSE Announcement Dated on 04/09/2015) Aditya Birla Nuvo Ltd has informed BSE regarding Outcome of Court Convened Meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company held on September 08, 2015 pursuant to Clause 35A. Approval of the Composite Scheme of Arrangement amongst Aditya Birla Nuvo Limited and Madura Garments Lifestyle Retail Company Limited and Pantaloons Fashion & Retail Limited and their respective shareholders and creditors (As per BSE Announcement dated on 10.09.2015) Aditya Birla Nuvo Ltd has submitted to BSE a copy of the presentation regarding Composite Scheme of Arrangement between Company, Madura Garments Lifestyle Retail Company Limited and Pantaloons Fashion and Retail Limited and their respective shareholders and creditors. With reference to the earlier intimation dated May 03, 2015 on the proposed Composite Scheme of Arrangement amongst Aditya Birla Nuvo Limited ('ABNL'), Madura Garments Lifestyle Retail Company Limited and Pantaloons Fashion & Retail Limited ('PFRL', and such scheme, the 'Scheme'). Aditya Birla Nuvo Ltd has now informed BSE that the Hon'ble High Court of Gujarat at Ahmedabad has on October 23, 2015 orally pronounced a common order sanctioning the said Scheme. The certified copy of the said order is awaited. The effectiveness of the said Scheme is, inter alia, subject to filing of a copy of the said order with the jurisdictional Registrar of Companies and on the outcome of the petition filed by PFRL before the Hon'ble High Court of Bombay. (As Per BSE Announcement Dated on 26/10/2015) Aditya Birla Nuvo Ltd has informed BSE that the Company has fixed Record Date as January 21, 2016 for determining the entitlement of the equity shareholders of Aditya Birla Nuvo Limited to receive, pursuant to the Scheme fully paid up equity shares of the face value of Rs.10/- each of Pantaloons Fashion & Retail Limited in the ratio of 26 (twenty six) equity shares of Pantaloons Fashion & Retail Limited of the face value of Rs.10/- each credited as fully paid up for every 5 (five) equity shares of the face value of Rs.10/- each fully paid up held by the equity shareholders in Aditya Birla Nuvo Limited. (As Per BSE Announcement Dated on 11.01.2016) SUB. :- Scheme of Arrangement of Aditya Birla Nuvo Ltd. (Scrip Code 500303) Trading Members of the Exchange are hereby informed that, pursuant to the Scheme of Arrangement as approved by the Hon'ble High Court of Bombay and High Court of Gujarat at Ahmedabad, Aditya Birla Nuvo Ltd (ABNL), has fixed the Record Date for the purpose of determining the entitlement of shareholders of the Company as per details given below : COMPANY NAME CODE Aditya Birla Nuvo Ltd. (500303 & 600303) RECORD DATE 21/01/2016 PURPOSE Scheme of Arrangement sanctioned by the Hon'ble High Court of Bombay and the High Court of Gujarat at Ahmedabad, Between: (1) Aditya Birla Nuvo Ltd (ABNL) and (2) Madura Garments Lifestyle Retail Company Limited and (3) Pantaloons Fashion & Retail Limited (PFRL) : - Upon the Scheme becoming effective and in consideration of the demerger and transfer of Madura Undertaking of ABNL into PFRL, PFRL shall issue and allot equity shares credited as fully paid-up to the shareholders of ABNL in the following proportion: ' 26 (TWENTY SIX) fully paid up equity shares of Rs. 10/- of PFRL shall be issued and allotted for every 5 (FIVE) fully paid up equity shares of Rs.10/- each held in ABNL' Note: As mandated vide SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012 and Clarification provided vide SEBI Letter No. OW/27536/2015 dated September 30, 2015, the aforesaid scrip shall be a part of Pre-open Call Auction Session on January 20, 2016. (As per BSE Notice dated on 12.01.2016) With reference to the earlier letter dated September 04, 2015, Aditya Birla Fashion and Retail Ltd has now informed BSE that the Department of Industrial Policy & Promotion ('DIPP') vide their letter on April 06, 2016 has conveyed their response to the Company's proposal for issuing equity shares to the concerned nonresident shareholders of ABNL as per the Composite Scheme of Arrangement, stating that the proposal of the Company in its current form cannot be accepted being not in compliance with the extant FDI policy. Consequently, as provided under the Composite Scheme, allotment of shares to the NR shareholders of ABNL for time being shall remain in abeyance. The Company, however, is evaluating several options in this regard. (As Per BSE Announcement Dated on 20.04.2016) Aditya Birla Fashion and Retail Ltd has informed BSE vide letter dated June 09, 2016 regarding 'Issue of Equity Shares by Aditya Birla Fashion and Retail Limited (ABFRL) (Formerly Known as Pantaloons Fashion & Retail Limited) ('the Company') to the Non-resident shareholders of Aditya Birla Nuvo Limited ('ABNL') holding shares on Repatriation (NRE) basis kept in abeyance pursuant to the Composite Scheme of Arrangement'. (As per BSE Announcement dated on 09.06.2016) Aditya Birla Fashion and Retail Ltd has informed BSE that pursuant to the Composite Scheme of Arrangement amongst the Company, Aditya Birla Nuvo Limited ('ABNL'), Madura Garments Lifestyle Retail Company Limited and their respective shareholders and creditors, the Company has allotted 28,674 Equity Shares ('said Shares') of Rs. 10/- each, to Non-resident Repatriable Shareholders of ABNL on Non- Repatriable basis, under Lot 3 on October 07, 2016. The said Shares shall rank pari passu in all respects with the existing Equity Shares of the Company. Consequent to the above allotment, the Paid-up Equity Share Capital of the Company has increase from Rs. 7,69,09,36,840 (76,90,93,684 Fully Paid-up Equity Shares of Rs. 10/- each) to Rs. 7,69,12,23,580 (76,91,22,358 Fully Paid-up Equity Shares of Rs. 10/- each). (As Per BSE Announcement Dated on 10.10.2016) Aditya Birla Fashion and Retail Ltd has informed BSE that pursuant to the Composite Scheme of Arrangement amongst the Company, Aditya Birla Nuvo Limited ('ABNL'), Madura Garments Lifestyle Retail Company Limited and their respective shareholders and creditors, the Company has allotted 206,439 Equity Shares ('said Shares') of Rs. 10/- each, to Non-resident Repatriable Shareholders of ABNL on Non- Repatriable/ Residential basis, under Lot 5 on December 05, 2016. The said Shares rank pari passu in all respects with the existing Equity Shares of the Company. Consequent to the above allotment, the Paid-up Equity Share Capital of the Company has increased from Rs. 7,69,21,50,620 (i.e. 76,92,15,062 Fully Paid-up Equity Shares of Rs. 10/- each) to Rs. 7,69,42,15,010 (i.e. 76,94,21,501 Fully Paid-up Equity Shares of Rs. 10/- each). (As per BSE Announcement dated on 05.12.2016) Transfer of equity shares held in Birla Sun Life Insurance Company Limited (As Per BSE Announcement Dated on 23.03.2017) Press Release on Composite Scheme of Arrangement between Aditya Birla Nuvo Limited, Grasim Industries and Aditya Birla Financial Services Limited and their respective shareholders and creditors (As Per BSE Announcement Dated on 11.04.2017) This is to inform you that pursuant to the Composite Scheme of Arrangement amongst the Company, Aditya Birla Nuvo Limited ('ABNL'), Madura Garments Lifestyle Retail Company Limited and their respective shareholders and creditors, the Company has allotted 28,501 (Twenty Eight Thousand Five Hundred and One) Equity Shares of Rs. 10/- each ('said Shares'), to Non-resident (Repatriable) Shareholders of ABNL, under Lot 9, on August 16, 2017. Consequent to the above allotment, the Paid-up Equity Share Capital of the Company has increased from Rs 7,71,59,73,180 (i.e. 77,15,97,318 Fully Paid-up Equity Shares of Rs 10/- each) to Rs 7,71,62,58,190 (i.e. 77,16,25,819 Fully Paid-up Equity Shares of Rs 10/- each). The said Equity Shares rank pari passu in all respects with the existing Equity Shares of the Company. This is for your information. (As Per BSE Announcement Dated on 16.08.2017) Kindly note that pursuant to the Composite Scheme, the Company has today i.e. on January 24, 2018, allotted 10,006 (Ten Thousand and Six) fully paid-up Equity Shares of Rs. 10/- each ('said Shares'), to NRO Accounts (non-repatriable) of Non-resident Shareholders of ABNL holding ABNL shares on Repatriation basis, under Lot 10. The said shares will rank pari passu with the existing Equity Shares of the Company in all respects. Consequent to the above allotment, the paid-up Equity Share Capital of the Company has increased from Rs. 7,71,68,39,780 (77,16,83,978 fully paid-up Equity Shares of Rs. 10/- each) to Rs. 7,71,69,39,840 (i.e. 77,16,93,984 fully paid-up Equity Shares of Rs. 10/- each). (As Per BSE Announcement Dated On 24/01/2018) Dear Sir/ Madam, Kindly note that pursuant to the Composite Scheme, the Company has today i.e. on March 19, 2019, allotted 16,94,060 (Sixteen Lakh Ninety Four Thousand and Sixty) fully paid-up Equity Shares of Rs. 10/- each ('said Shares'), to Non-resident Shareholders of ABNL, under Lot 11. The said shares will rank pari passu with the existing Equity Shares of the Company in all respects. Consequent to the above allotment, the paid-up Equity Share Capital of the Company will increase from Rs. 7,71,76,81,540 (77,17,68,154 fully paid-up Equity Shares of Rs. 10/- each) to Rs. 7,73,46,22,140 (i.e. 77,34,62,214 fully paid-up Equity Shares of Rs. 10/- each). This is for your information. (As Per BSE Announcement Dated 19.03.2019)
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