(26-Apr-2013 Hours IST)
Maruti Suzuki India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 26, 2013, inter alia, has approved the amalgamation of the following seven wholly owned subsidiaries of Maruti Suzuki India Ltd with and into the Company: - Maruti Insurance Business Agency Limited Maruti Suzuki India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 26, 2013, inter alia, has recommended a final dividend aggregating Rs. 24,167 lacs i.e. Rs. 8 per share (Nominal value Rs. 5.00 per share) (Previous Year Rs. 21,668 lacs i.e. Rs. 7.5 per share) for the financial year 2012-13. Please note that the Audit Committee has submitted its recommendations to the Board of Directors of the Company ('Board') in regard to the amalgamation of the following seven wholly owned subsidiaries of the Company into and with the Company (i) Maruti Insurance Business Agency Limited; (ii) Maruti Insurance Agency Services Limited; (iii) Maruti Insurance Distribution Services Limited; (iv) Maruti Insurance Agency Logistics Limited; (v) Maruti Insurance Agency Solutions Limited; (vii) Maruti Insurance Broker Limited; and (vii) Maruti Insurance Agency Network Limited ('Amalgamating Companies'). This disclosure is being in pursuance to Clause 36 of the Equity Listing Agreement executed with your stock exchange and further to our earlier communication dated April 26, 2013. Based on such recommendation, the Board of Directors of the Company ('Board') has approved a Scheme of Amalgamation between the Company, the Amalgamating Companies and their respective shareholders and creditors for the amalgamation of Amalgamating Companies into and with the Company in terms of Section 391-394 of Companies Act, 1956 and other relevant provisions of the Companies Act, 1956 and Companies Act, 2013 ('Scheme') at the meeting of the Board held today. 1. Details of the Entities: The Company is a public limited company incorporated under the 1956 Act.. Each of the Amalgamating Companies is an unlisted public company and as wholly owned subsidiary of the Company. This being a transaction between related parties is being undertaken on arms' length basis. 2. Area of business of the entities: The Company is primarily engaged in the business of manufacturing and dealing in passenger cars and other automobiles. Each of the Amalgamating Companies is an unlisted public company and a wholly owned subsidiary of the Company. The Amalgamating Companies were set up to act as insurance intermediaries, corporate insurance agents and brokers, and are now being amalgamated into and with the Company. 3. Rationale for the Scheme: (i) economisation and reduction of administrative and managerial costs; (ii) alignment, coordination and streamlining of day to day management of all the companies; and (iii) creation of better synergies across the group and optimal utilisation of resources. 4. Salient features of the Scheme: (i) The Appointed Date for the amalgamation is April 01, 2016; (ii) No consideration will be payable nor will any shares be allotted by the Company to the shareholders of the Amalgamating Companies, since the Company (itself and through its nominee shareholders) is the only shareholder in each of the Amalgamating Companies. Upon effectiveness of the Scheme the shares held by the Company (itself and through its nominee shareholders) in the Amalgamating Companies will stand cancelled automatically; (iii) The Scheme, as finalized, will be filed with the Stock Exchanges in due course as per the requirements of the Equity Listing Agreement and the Circular C1R/CFD/DIL/5/2013 dated 4th February, 2013 issued by the Securities and Exchange Board of India (SEBI), as amended by circular no. Cir/CFD/DIL/8/2013 dated 21st May, 2013; and (iv) The Scheme will have to be approved by inter alia the Hon'ble High Court of Delhi as the registered office of the Company as well as each of the Amalgamating Companies is located within its territorial jurisdiction. 5. Change in shareholding pattern of the Company: There will be no change in the shareholding pattern of the Company pursuant to the Scheme, as the Amalgamating Companies are wholly owned subsidiaries of the Company and accordingly no shares will be allotted by the Company pursuant to the Scheme to any person. (As Per BSE Announcement Dated on 27/10/2015) We wish to inform you that the National Company Law Tribunal ('NCLT') vide its order dated 27th June, 2017 has approved the scheme of amalgamation of Maruti Suzuki India Limited ('Amalgamated Company') and seven of its wholly owned subsidiary companies, i.e.,(i) Maruti Insurance Business Agency Limited; (ii) Maruti Insurance Distribution Services Limited; (iii) Maruti Insurance Agency Network Limited; (iv) Maruti Insurance Agency Solutions Limited; (v) Maruti Insurance Agency Services Limited; (vi) Maruti Insurance Agency Logistics Limited and (vii) Maruti Insurance Broker Limited ('Amalgamating Companies'). We hereby attach the relevant documents as required under SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30th November,2015. (As Per BSE Announcement Dated on 07.07.2017)
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