(08-Sep-2020 Hours IST)
Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), we wish to inform you that the Board of Directors of Forbes & Company Limited ('the Company') at their Board Meeting held on September 8, 2020 have, inter alia, approved the Composite Scheme of Arrangement ('Scheme') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder. Update on the Composite Scheme of Arrangement between Aquaignis Technologies Private Limited, Euro Forbes Financial Services Limited, Eureka Forbes Limited, Forbes and Company Limited and Forbes Enviro Solutions Limited and their respective shareholders. (As Per BSE announcement Dated on 10.10.2021) In continuation to our letter dated October 10, 2021, we would like to inform that BSE Limited has vide their E-letter No. DCS/ AMAL/ JR/R37 /2150/2020 -21 dated November 23, 2021 issued Observation Letter and have given its comments on the Modified Composite Scheme of Arrangement (As Per BSE Announcement Dated on 24.11.2021) The Board of Directors of the Company, vide resolution dated January 31, 2022, has approved Tuesday, February 1, 2022 as the Appointed Date, for the purposes of Scheme. In compliance with the Regulation 42(1 )(e) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company, vide resolution dated January 31, 2022, has fixed Friday, February 11, 2022 as the Record Date for the purposes of determining the shareholders of FCL to whom the fully paid-up equity shares of FESL would be issued and allotted pursuant to the Scheme in accordance with Para 33 thereof. (As Per BSE Announcement Dated on 01/02/2022) Trading Members of the Exchange are hereby informed that, pursuant to the Composite Scheme of Arrangement (for Demerger) approved by the Hon'ble National Company Law Tribunal, Mumbai Bench (NCLT), between Aquaignis Technologies Private Limited ('ATPL'), Euro Forbes Financial Services Limited ('EFFSL'), Eureka Forbes Limited ('EFL'), Forbes & Company Limited ('FCL' or 'the Company') and Forbes Enviro Solutions Limit ed ('FESL) and their respective Shareholders ('Scheme'), Forbes & Company Ltd 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 Forbes & Company Ltd (502865) RECORD DATE 11/02/2022 PURPOSE As per Scheme of Arrangement sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench (NCLT), between, Forbes & Company Ltd (FCL) (Demerged Company) and Forbes Enviro Solutions Limited (FESL) (Resulting Company): - Upon coming into effect of this scheme and in consideration for Demerger of Health and Safety Solutions Undertaking (Demerged undertaking) of FCL into FESL, FESL shall, without any further application or deed, issue and allot equity shares of face value INR 10/- each, credited as fully paid up, to all the equity shareholders of FCL whose name appear in the register of members as on the record date of FCL or to their respective heirs executors, administrators or other legal representatives or the successors-in-title, as the case may be, in the following proportion: '15 (Fifteen) fully paid up Equity shares of INR 10/- each of FESL shall be issued and allotted to the Equity shareholders of FCL, against 1(One) fully paid Equity shares of INR 10/- each held by them in FCL.' EX-ENTITLEMENT FROM DATE & SETT. NO. 10/02/2022 DR - 217/2021-2022 Note: 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 February 10, 2022. Subject to compliance with requisite formalities, the shares of Resulting company i.e. Forbes Enviro Solutions Limited (FESL) will be listed on BSE Limited. (As Per BSE Notice Dated on 08.02.2022) This is in continuation of our letters dated January 29, 2022 and February 1, 2022 intimating approval by the Hon''ble National Company Law Tribunal (NCLT) of the Composite Scheme of Arrangement between Aquaignis Technologies Private Limited, Euro Forbes Financial Services Limited, Eureka Forbes Limited, Forbes & Company Limited and Forbes Enviro Solutions Limited and their respective shareholders. We wish to inform you that Standalone Special Purpose Condensed Interim Financial Statements of the Forbes & Company Limited for the ten months ended January 31, 2022 have been prepared for the purpose of giving effect to the NCLT order dated January 25, 2022 for composite scheme of arrangement and for submission to various authorities. We are enclosing herewith Standalone Special Purpose Condensed Interim Financial Statements of the Forbes & Company Limited for the ten months ended January 31, 2022 alongwith review report thereon. (As Per BSE Announcement Dated on 21.04.2022) Based on the opinion obtained by the Company, to determine post demerger cost of acquisition of equity shares of FCL & Eureka Forbes Limited in accordance with the provisions of Section 49(2C) & 49(2D) of the Act, the shareholders are advised to apportion their pre-demerger cost in the following manner: Name of the Company 1. Eureka Forbes Limited (Formerly Forbes Enviro Solutions Limited) (as under Section 49 (2C) of the Act) 2. Forbes & Company Limited (as under Section 49(2D) of the Act) Percentage of cost of acquisition of equity shares of FCL & Eureka Forbes Limited 1. 0.00% 2. 100.00% Source : https://www.forbes.co.in/pdf/investor-corner/shareholders-informations/Scheme-of-Arrangement/Proportionate-Cost-of-Acquisition.pdf
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