Mahindra Composites Ltd has informed BSE that the Audit Committee and the Board of Directors of the Company, at their respective meetings held on June 15, 2013, have approved a Scheme of Merger under Section 391 to 394 of the Companies Act, 1956, involving merger of Mahindra Composites Limited with Mahindra Forgings Limited ('the Scheme'), conditional upon the 'Integrated Scheme of Merger' under Section 391 to 394 of the Companies Act, 1956, involving Mahindra Hinoday Industries Limited, Mahindra Ugine Steel Company Limited, Mahindra Gears International Limited, Mahindra Investments (India) Private Limited and Participaciones Internacionales Autometal Tres S.L. ('Transferor Companies') with Mahindra Forgings Limited ('Transferee Company'), becoming effective. The appointed date of the Scheme is October 01, 2013.
As per the Joint Valuation Report submitted by the valuers viz. Messrs N. M. Raiji & Co., Chartered Accountants and Messrs S. R. Batliboi & Co. LLP and the fairness report issued by SBI Capital Markets Limited, the merchant banker, opining on the fairness of the share exchange ratio determined by the Valuers in relation to the above Scheme, the share exchange ratio under the said scheme is 90 equity shares of [Rs. Ten] each of the Mahindra Forgings Limited for every 100 equity shares of [Rs. Ten] each held by the shareholders of Mahindra Composites Limited.
The Scheme is subject to various conditions precedent and regulatory and other approvals.
Mahindra Forgings Ltd has informed BSE that the Audit Committee and the Board of Directors of the Company, at their respective meetings held on June 15, 2013, have approved the following:
1. An Integrated Scheme of Merger under Section 391 to 394 of the Companies Act, 1956, involving Mahindra Hinoday Industries Limited, Mahindra Ugine Steel Company Limited, Mahindra Gears International Limited, Mahindra Investments (India) Private Limited and Participaciones Internacionales Autometal Tres S.L. ('Transferor Companies') with Mahindra Forgings Limited ('Transferee Company'), with an appointed date of October 01, 2013.
2. A Scheme of Merger under Section 391 to 394 of the Companies Act, 1956, involving merger of Mahindra Composites Limited with Mahindra Forgings Limited, conditional upon the 'Integrated Scheme of Merger' becoming effective. The appointed date of this Scheme is October 01, 2013.
- For Scheme of Merger
90 equity share of the Company for every 100 equity shares of [Rs. Ten] each held by the shareholders of Mahindra Composites Limited.
The Scheme(s) is/are subject to various conditions precedent and regulatory and other approvals.
(As per BSE Announcement Dated on 15.06.2013)
Mahindra Composites Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 29, 2014, inter alia, proposed to obtain the approval of public shareholders through postal ballot and e-voting on the following business:
1. Approval of the Scheme of Amalgamation between the Company and Mahindra CIE Automotive Limited ('MCIE') and their respective shareholders and creditors for amalgamation of the Company with MCIE.
Mahindra CIE Automotive Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 29, 2014 proposed to obtain the approval of public shareholders through postal ballot and e-voting on the following businesses:
1. Approval of the Scheme of Amalgamation between Mahindra Hinoday Industries Limited, Mahindra Ugine Steel Company Limited, Mahindra Gears International Limited, Mahindra Investments (India) Private Limited and Participaciones Internacionales Autometal Tres, S.L. (together referred to as the 'Transferor Companies') and the Company and their respective shareholders and creditors for amalgamation of the Transferor Companies with the Company;
2. Approval of the Scheme of Amalgamation between Mahindra Composites Limited and the Company and their respective shareholders and creditors for amalgamation of Mahindra Composites Limited with the Company.
(As Per BSE Announcement Dated on 29.04.2014)
Mahindra CIE Automotive Limited has informed the Exchange that by an order, dated the 2nd day of May, 2014, the Hon'ble High Court of Judicature at Bombay has directed a meeting of the equity shareholders of the Applicant Company to be held on June 05, 2014 for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation amongst Mahindra Composites Limited and Mahindra CIE Automotive Limited (formerly known as Mahindra Forgings Limited) (the Company), and their respective shareholders and creditors (the 'Scheme').
(As Per NSE Bulletin dated on 12.5.2014)
Mahindra CIE Automotive Ltd has informed BSE that a petition was filed before the Hon'ble High Court of Judicature at Bombay for sanctioning the Scheme of Amalgamation of Mahindra Composites Limited with Mahindra CIE Automotive Limited (formerly known as Mahindra Forgings Limited) in terms of Sections 391 and 394 of the Companies Act, 1956. The petition was admitted by the Hon'ble High Court on August 01, 2014 and the aforesaid petition is fixed for hearing on September 19, 2014.
Mahindra Composites Ltd has informed BSE that a petition was filed before the Hon'ble High Court of Judicature at Bombay for sanctioning the Scheme of Amalgamation of Mahindra Composites Limited (the Company) with Mahindra CIE Automotive Limited (formerly known as Mahindra Forgings Limited) in terms of Sections 391 and 394 of the Companies Act, 1956. The petition was admitted by the Hon'ble High Court on August 01, 2014 and the aforesaid petition is fixed for hearing on September 19, 2014.
In this regard, pursuant to order dated August 01, 2014 of Hon'ble High Court, the Company has dispatched the notices of hearing of the petition to its Secured Creditors and the Unsecured Creditors and also published the said notices in the newspapers dated August 13, 2014.
(As Per BSE Announcement dated on 19/08/2014)
In this regard, pursuant to order dated August 01, 2014 of Hon'ble High Court, the Company has dispatched the notices of hearing of the petition to its Secured Creditors and the Unsecured Creditors and also published the said notices newspapers on August 13, 2014.
(As Per BSE Announcement Dated on 14.08.2014)
Mahindra Composites Ltd has informed BSE regarding 'Order of the Hon'ble Bombay High Court approving the Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956'.
(As Per BSE Announcement dated on 03/11/2014)
With reference to the earlier letters dated June 15, 2013, May 12, 2014, May 17, 2014, June 07, 2014, August 16, 2014 and November 03, 2014, Mahindra Composites Ltd has now informed BSE that the scheme of amalgamation between Mahindra Composites Limited (referred as 'Transferor Company') and Mahindra CIE Automotive Limited ('Transferee Company') and their respective shareholders and creditors ('Composite Scheme') has become effective on December 10, 2014.
Further, in terms of the Composite Scheme, the Transferee Company will fix a Record date for identifying the shareholders of the Transferor Company to whom the equity shares of the Transferee Company will be issued pursuant to the effectiveness of the Composite Scheme.
(As Per BSE Announcement dated on 10/12/2014)
Mahindra CIE Automotive Ltd has informed BSE that it has fixed December 24, 2014 as the record date for identifying the shareholders of Mahindra Composites Limited (MCL) who will be issued shares pursuant to the merger of MCL with Mahindra CIE Automotive Ltd in terms of the scheme of amalgamation between the Transferor Companies and the Company.
(As Per BSE Announcement Dated on 15.12.2014)
SUB. : - Scheme of Amalgamation of Mahindra Composites Ltd (Scrip Code: 524138)
Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation of Mahindra Composites Ltd (MCL) with Mahindra CIE Automotive Ltd as approved by the Hon'ble High Court of Judicature at Bombay, Mahindra CIE Automotive Ltd has fixed a Record Date to determine the entitlement of shareholders of MCL to the equity shares of Mahindra CIE Automotive Ltd
Trading Members are advised not to deal in the equity shares of MCL with effect from the under mentioned date.
COMPANY NAME CODE
Mahindra Composites Ltd (MCL)
(524138)
RECORD DATE
24/12/2014
PURPOSE
The Scheme of Amalgamation: -
Amalgamation of MCL with Mahindra CIE Automotive Ltd
Upon the Scheme becoming effective and upon the transfer and vesting of MCL in Mahindra CIE Automotive Ltd, Mahindra CIE Automotive Ltd shall issue and allot shares to all the shareholders of MCL in the following share exchange ratio:
90 (NINETY) equity shares of Rs. 10/- each credited as fully paid up of Mahindra CIE Automotive Ltd. for every 100 (HUNDRED) fully paid up equity shares of Rs. 10/- each held in MCL
NO DEALINGS FROM
23/12/2014 DR-179/2014-2015
Trading Members of the Exchange are requested to take note of it.
(As Per BSE Notice Dated on 16.12.2014)
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