(27-Mar-2022 Hours IST)
Dear Madam/Sir, The Board of Directors ('Board') of PVR Limited ('Company' or 'Transferee Company'), at their meeting held today (i.e. 27 March 2022), after due deliberations, have considered and approved a scheme of amalgamation of INOX Leisure Limited ('Transferor Company') into and with the Company and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder ('Scheme'). Intimation of the outcome of the meeting of the Board of Directors of INOX Leisure Limited ('Company' / 'Transferor Company') held on 27th March, 2022 and disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ('Listing Regulations') Announcement under Regulation 30 - Scheme of Arrangement by Subsidiary Company Dear Sir / Madam, This is with reference to our letter dated 27th March, 2022 informing about the decision of the Board of Directors of PVR Limited approving the Scheme of Amalgamation, subject to receipt of applicable regulatory and other approvals. In this regard, we would like to inform you that the Company has received observation letter with 'no adverse observations' dated 20th June, 2022 from BSE Limited and observation letter with 'no objection' dated 21st June, 2022 from National Stock Exchange of India Limited respectively in relation to the Scheme of Amalgamation. The Scheme of Amalgamation remains subject to applicable regulatory and other approvals. This is for your information and records. This is with reference to our letter dated 27th March, 2022 informing about the decision of the Board of Directors of the Company approving the Scheme of Amalgamation subject to receipt of applicable regulatory and other approvals. In this regard, we would like to inform you that the Company has received observation letter with 'no adverse observations' dated 20th June, 2022 from BSE Limited and observation letter with 'no objection' dated 21st June, 2022 from National Stock Exchange of India Limited respectively in relation to the Scheme of Amalgamation. The Scheme of Amalgamation remains subject to applicable regulatory and other approvals. This is for your information and records. (As per BSE Announcement Dated on 21/06/2022) This is with reference to our earlier communications dated 27th March, 2022 and 21st June, 2022 informing about the scheme of amalgamation of INOX Leisure Limited ('Transferor Company') with PVR Limited ('Transferee Company') and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Rules and Regulations framed thereunder. In this regard, we would like to inform you that a joint application by INOX Leisure Limited and PVR Limited for the Scheme of Amalgamation has been filed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, with the Hon'ble National Company Law Tribunal, Mumbai on 2nd August, 2022. This is for your information and records. This is with reference to our earlier communication dated 27 th March , 2022 and 21st June , 2022 informing about , the scheme of amalgamation of INOX Leisure Limited (' Transferor Company*) into and with the Company and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules , 2016 and other rules and regulations framed thereunder. In this regard, we would like to inform you that a joint application by the Company and INOX Leisure Limited for the Scheme of Amalgamation has been filed under sections 230 to 232 and other applicable provisions of the Companies Act , 2013 with the Hon Tile National Company Law Tribunal (NCLT) Mumbai Bench on 2nd August, 2022 . This is for your information and records. Thanking You. (As Per BSE Announcement dated on 03.08.2022) Dear Sir / Madam, This is with reference to our earlier communication dated 03rd August, 2022, informing about joint application filed by PVR Limited (' Company/Transferee Company' ) and INOX Leisure Limited ('Transferor Company' ) for the Scheme of Amalgamation (' Proposed Scheme' ) under sections 230 to 232 and other applicable provisions of the Companies Act , 2013 with the Honble National Company Law Tribunal ( NCLT) , Mumbai Bench. In this regard, we would like to inform you that Honble NCLT, Mumbai Bench vide its Order dated 22nd August, 2022 inter-alia, has given the directions to the Company. This is with reference to our earlier communication dated 03rd August, 2022, informing about the filing of Joint Application by INOX Leisure Limited ('Company/Transferor Company') and PVR Limited ('Transferee Company') for the Scheme of Amalgamation ('Proposed Scheme') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, with the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench. In this regard, we would like to inform you that Hon'ble NCLT, Mumbai Bench vide its Order dated 22nd August, 2022 inter-alia, has given the directions to the Company. The details of which are given in the attached announcement. (As Per BSE Announcement dated on 05.09.2022) We would like to inform you that a meeting of the Equity Shareholders of the Company was held on 12th October, 2022 at 12:00 noon through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM') as per the directions issued by the Hon'ble National Company Law Tribunal, Mumbai Bench vide its Order dated 22nd August, 2022 and in compliance with the applicable provisions of the Companies Act, 2013 read with Rules made thereunder, circular(s) issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, for transacting the business mentioned in the Notice dated 10th September, 2022 convening the said Meeting ('NCLT Convened Meeting') In this regard, we hereby enclose the following: Voting results of the NCLT Convened Meeting pursuant to Regulation 44 of the Listing Regulations as Annexure 1. Consolidated Report of the Scrutinizer dated 12th October, 2022 on remote e -voting and e-voting at the Meeting as Annexure 2 (As Per BSE Announcement Dated on 13.10.2022) This is with reference to our earlier communication dated 05th September, 2022, informing about joint application filed by PVR Limited ('Company/Transferee Company') and INOX Leisure Limited ('Transferor Company') for the Scheme of Amalgamation ('Proposed Scheme') under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 with the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench. In this regard, we would like to inform you that Hon'ble NCLT, Mumbai Bench vide its Order dated 3rd November, 2022 has fixed 15th December, 2022 for hearing and final disposal of above mentioned application. This is with reference to our earlier communications with respect to the Scheme of Amalgamation ('Proposed Scheme') between INOX Leisure Limited ('Company/Transferor Company') and PVR Limited ('Transferee Company') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. In this regard, we would like to inform you that Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench vide its Order dated 03rd November, 2022, has admitted the joint petition filed by both the aforesaid Companies and fixed 15th December, 2022 for hearing. The said Order is available on NCLT website , a certified copy of which is still awaited by the Company. This is for your information and records. (As per BSE Announcement Dated on 23/11/2022) PVR Limited has informed the Exchange about the entering into shareholders agreement and amendment of Merger Co-operation Agreement. In terms of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 ('Disclosure Circular'), we are furnishing herewith the brief details of the amendments in Merger Corporation Agreement attached as Annexure I (As Per BSE Announcement dated on 22.12.2022) This is with reference to our earlier communications with respect to the Scheme of Amalgamation between INOX Leisure Limited ('Company/Transferor Company') and PVR Limited ('Transferee Company') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Proposed Scheme'). In this regard, we would like to inform you that Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, has allowed the Proposed Scheme today i.e., 12th January 2023. The copy of detailed order is awaited and the same shall be disclosed to the Stock Exchanges as and when received by the Company. This is with reference to our earlier communications with respect to the Scheme of Amalgamation between INOX Leisure Limited ('Company/Transferor Company') and PVR Limited ('Transferee Company') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Proposed Scheme'). In this regard, we would like to inform you that Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, has allowed the Proposed Scheme today i.e. 12th January, 2023. The copy of detailed order is awaited and the same shall be disclosed to the Stock Exchanges as and when received by the Company. This is for your information and records. (As per BSE Announcement Dated on 12/01/2023) This is with reference to our earlier communication dated 12th January, 2023, wherein we had informed that, the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench has allowed the Scheme of Amalgamation between INOX Leisure Limited ('Company/Transferor Company') and PVR Limited ('Transferee Company') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Scheme'). In this regard, we would like to inform you that, the Hon'ble NCLT, Mumbai Bench, has uploaded today ,the detailed Order dated 12th January, 2023, allowing the said Scheme on its website and same can be accessed on the attached link. The certified copy of the aforesaid Order is awaited by the Company. This is for your information and records. (As per BSE Announcement Dated on 30/01/2023) Dear Sir/Madam, This is with reference to our earlier communication dated 12th January, 2023, wherein we had informed that, the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench has allowed the Scheme of Amalgamation between INOX Leisure Limited ('Company/Transferor Company') and PVR Limited ('Transferee Company') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Scheme'). In this regard, we would like to inform you that, the Hon'ble NCLT, Mumbai Bench, has uploaded today, the detailed Order dated 12th January, 2023, allowing the said Scheme on its website and same can be accessed on the following link: https://nclt.gov.in/gen_pdf.php?filepath=/Efile_Document/ncltdoc/casedoc/2709138079562022/04/Order-Challenge/04_order-Challange_004_1675061652147910626363d769942d117.pdf. The certified copy of the aforesaid Order is awaited by the Company. (As Per BSE Announcement dated on 30.01.2023) This is with reference to our earlier communications dated 30th January, 2023 with respect to the Scheme of Amalgamation between INOX Leisure Limited ('Transferor Company') and PVR Limited ('Transferee Company') under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Proposed Scheme'). In this regard, we would like to inform you that the Company has received today ( i.e. on 31st January 2023) the certified true copy of the Order pronounced by Hon'ble National Company Law Tribunal ('NCLT'), Mumbai Bench after its hearing held on 12th January, 2023. Please find enclosed the copy of the said Order received from NCLT for your records. This is for your information and records. (As Per BSE Announcement dated on 31.01.2023) Effectiveness of the Scheme In furtherance to our letter dated 31st January, 2023 on the captioned matter, we would like to inform that the Scheme of Amalgamation between INOX Leisure Limited and PVR Limited ('Company') and their respective shareholders and creditors ('Scheme') has become effective Fixation of Record Date In addition to the above, in terms of Regulation 42 of SEBI LODR read with the Scheme, and pursuant to power delegated by Board of Directors of INOX Leisure Limited, the 'ILL Committee of Board of Directors for Operations' of INOX Leisure Limited in mutual agreement with the Company have fixed February 17, 2023 as the 'Record Date' for the purpose of determining the shareholders of INOX Leisure Limited to whom equity shares of the Company would be allotted, pursuant to the Scheme. Effectiveness of the Scheme In furtherance to our letter dated 31st Jan, 2023 on the captioned matter, we would like to inform that the Scheme of Amalgamation between INOX Leisure Limited and PVR Limited ('Company') and their respective shareholders and creditors has become effective upon filing of the certified copy of the Order passed by the Hon''ble NCLT sanctioning the Scheme, with the Registrar of Companies, Mumbai (MCA website) on Feb 6, 2023 from the Appointed Date of 1st Jan 2023. Fixation of Record Date In addition to the above, in terms of Reg 42 of SEBI LODR read with the Scheme, and pursuant to power delegated by Board of Directors of INOX Leisure Limited, the 'ILL Committee of Board of Directors for Operations' of INOX Leisure Limited in mutual agreement with the Company have fixed February 17, 2023 as the 'Record Date' for the purpose of determining the shareholders of INOX Leisure Limited to whom equity shares of the Company would be allotted, pursuant to the Scheme. Fixation of Record Date: In terms of Regulation 42 of SEBI LODR read with the Scheme, and pursuant to power delegated by Board of Directors of INOX Leisure Limited, the 'ILL Committee of Board of Directors for Operations' of INOX Leisure Limited in mutual agreement with the Company have fixed February 17, 2023 as the 'Record Date' for the purpose of determining the shareholders of INOX Leisure Limited to whom equity shares of the Company would be allotted, pursuant to the Scheme. You are requested to take the above on your record. In furtherance to our letter dated 27th March, 2022 and 22nd December, 2022 on the captioned matter, we would like to inform that the Scheme of Amalgamation between INOX Leisure Limited (subsidiary of GFL Limited) ('Transferor Company') and PVR Limited ('Transferee Company') and their respective shareholders and creditors ('Scheme') has become effective upon filing of the certified copy of the Order passed by the Hon''ble National Company Law Tribunal, Mumbai Bench (''NCLT'') sanctioning the Scheme, with the Registrar of Companies, Mumbai (MCA website) on February 6, 2023 with Appointed Date of 1st January 2023. You are requested to take the above on your record. In compliance with Regulation 30 read with schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to hereby inform regarding the following appointments / changes in the composition of the Board of Directors of the Company, which has come into effect from effectiveness of 'the Scheme of Amalgamation between INOX Leisure Limited and PVR Limited ('Company') i.e. on 6th February, 2023 (Effective Date): (As Per BSE Announcement Dated on 07.02.2023) Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation between INOX LEISURE LIMITED ('Transferor Company') and PVR LIMITED ('Transferee Company'), as sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench. INOX LEISURE LIMITED, has informed the Record Date fixed for the purpose of Amalgamation and to determine the entitlement of shareholders of INOX LEISURE LIMITED to the Equity Shares of PVR LIMITED. Trading Members are advised not to deal in the Equity Shares of INOX LEISURE LIMITED with effect from the under mentioned date:- COMPANY NAME CODE INOX LEISURE LIMITED (532706) RECORD DATE 17.02.2023 PURPOSE As per the Scheme of Amalgamation as approved by the National Company Law Tribunal , Mumbai Bench : - Upon the Scheme becoming effective and in consideration of the Amalgamation of INOX LEISURE LIMITED INTO PVR LIMITED; PVR LIMITED shall issue and allot Equity Shares to the shareholders of INOX LEISURE LIMITED in the following share exchange ratio: '3 (Three) Equity shares of PVR LIMITED having a face value of Rs.10/- each to be issued as Fully Paid-Up, for every 10 (Ten) Fully Paid-Up Equity Shares of Rs.10/- each held by the shareholder of INOX LEISURE LIMITED ('Share Exchange Ratio').' NO DEALINGS FROM W.E.F. 17/02/2023 DR-722/2022-2023 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 14.02.2023) Allotment of Equity Shares pursuant to the scheme of amalgamation of INOX Leisure Limited with PVR Limited and their respective shareholders and creditors ('the scheme') (As Per BSE Announcement Dated on 23.02.2023) Pursuant to the Scheme of Amalgamation between INOX Leisure Limited and PVR Limited ('Company') and their respective shareholders and creditors ('Scheme') has become effective from February 6, 2023 and in terms of Regulation 30 of SEBI LODR, 2015, kindly note that Company had filed the amended Memorandum of Association ('MOA') and Articles of Association ('AOA') of the Company vide e-Form MGT-14 with Registrar of Companies. Pease find enclosed the amended copy of MOA and AOA of the Company for your information and records. (As Per BSE Announcement Dated on 06.03.2023)
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