Future Retail Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 04, 2015, inter alia, has approved the following : The Board considered and approved the consolidation and realignment of retail operations of the Company with Bharti Retail Limited ('BRL'). The proposed consolidation and realignment would be carried out vide a Composite Scheme of Arrangement between Future Retail Limited (FRL) and Bharti Retail Limited (BRL) and their respective shareholders and creditors ('the Scheme') under Sections 391-394 read with Sections 100-104 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 / Companies Act, 2013. The Scheme would inter-alia involve the following: (a) Re-organization of paid-up of share capital of BRL; (b) Demerger of Retail Undertaking of FRL into BRL (to be renamed post demerger); post demerger, this Company will have retail operating business, and; (c) Demerger of Retail Infrastructure Undertaking of BRL into FRL (to be renamed post demerger); post demerger, this Company will have business of retail infrastructure and Investments, and. The paid up equity share capital of BRL will be reduced to 4,34,78,261 equity shares of face value of Rs. 2/- each, fully paid up. In consideration for the demerger of Retail Business Undertaking of FRL into BRL in terms of the Scheme and based on share entitlement ratio recommended by M/s SSPA & Co., Independent Chartered Accountants and Edelweiss Capital Services Private Limited, a Category I Merchant Banker, BRL will issue 1 (One) fully paid equity share of Rs. 2/- (Rupees Two) each, fully paid up of BRL to the equity shareholders / DVR shareholders of FRL (on a fully diluted basis) as on the Record Date (as may be determined in terms of the Scheme) for every 1 (One) fully paid-up equity share / DVR of Rs. 2/- (Rupees Two) each of FRL. 42,76,96,002 equity shares having a face value of Rs. 2/- each, fully paid up of BRL, will be issued on demerger to the equity shareholders / DVR shareholders of FRL (on a fully diluted basis). The existing holders of Optionally Convertible Debentures ('OCDs') of BRL aggregating to Rs. 250 crores shall, consequent to the aforesaid demerger, hold OCDs in BRL and FRL aggregating to Rs. 250 crores. These OCDs would be convertible into equity shares of the respective companies, at the option of the Company, at the price prescribed under SEBI (ICDR) Regulations, 2009 for Preferential Issue of securities on the date of conversion. The shareholders and OCD holders of Bharti Group have agreed to share with the respective companies an upside on the realization out of the shares of the two companies, subject to certain broad terms and conditions as per the Annexure. The Board also authorised Committee of Directors to take necessary actions for completing the requirements in this regard and to do all acts and deeds as may be necessary. The equity shares of BRL issued to the shareholders of FRL pursuant to the Scheme shall be listed on the stock exchanges (subject to trading permission being granted by the stock exchanges). The Scheme would be subject to approval of Competition Commission of India, relevant Hon'ble High Courts and various statutory approvals, including those from the shareholders and the lenders / creditors of FRL. Future Retail Ltd has informed BSE regarding the details of Voting results of Extra Ordinary General Meeting (EGM) of the Company held on November 18, 2015, under Clause 35A - Composite Scheme of Arrangement between Future Retail Limited and Bharti Retail Limited ('the Scheme') and their respective shareholders and creditors under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and Section 52 of Companies Act 2013 The Court Convened Meeting of the Members comprising of Equity Shareholders & Class B (Series 1) Shareholders of Future Retail Limited ('FRL' / 'the Company') was held on November 18, 2015 as per the Order of the Hon'ble High Court of Bombay in which Equity Shareholders & Class B (Series 1) Shareholders have approved the Composite Scheme of Arrangement between Future Retail Limited and Bharti Retail Limited ('the Scheme') and their respective shareholders and creditors under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and Section 52 of Companies Act 2013. (As per BSE Announcement dated 19.11.2015) Future Retail Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay, on March 04, 2016 has sanctioned the Composite Scheme of Arrangement between Future Retail Limited and Bharti Retail Limited and their respective shareholders and creditors with some minor modifications. (As Per BSE Announcement Dated on 04.03.2016) With reference to the letter dated March 04, 2016 about approval of the Composite Scheme of Arrangement between Future Retail Limited ('the Company') and Bharti Retail Limited ('BRL') and their respective shareholders and creditors, by the Hon'ble High Court of Judicature at Bombay. Future Retail Ltd has now informed BSE that the Composite Scheme has been made effective by filing the certified copy of the Order of the Hon'ble High Court of Judicature at Bombay on May 01, 2016 with Registrar of Companies, Maharashtra at Mumbai. Pursuant to the Composite Scheme becoming effective, 'the Retail Business Undertaking' of the Company as defined in the Composite Scheme, stands demerged and vested in BRL and 'the Retail Infrastructure Undertaking' as defined in the Composite Scheme, stands demerged from BRL and vested in the Company w.e.f. October 31, 2015 (i.e. the Appointed Date as per the Composite Scheme) as a going concern, in the manner more particularly provided in the Composite Scheme. - Change in Key Managerial Personnel Pursuant to the demerger of the Retail Business Undertaking, following changes have been effected in the Key Managerial Personnel. a. Mr. Kishore Biyani, resigned from the post of Managing Director with effect from closing business hours of May 01, 2016. He will however continue to hold office as Non-Executive Director of the Company; and b. Mr. Rakesh Biyani, resigned from the post of Joint Managing Director as well as Director of the Company with effect from closing business hours of May 01, 2016. (As Per BSE Announcement Dated on 02.05.2016) Future Retail Ltd has informed BSE that the Company has fixed May 12, 2016 as the Record Date for the purpose of determining the entitlement for issue of Equity Shares of Bharti Retail Limited ('BRL') to the holders of Equity Shares and Class B (Series 1) Shares All the eligible shareholders of the Company as on the Record Date as aforesaid will receive the Equity Shares of BRL in the following manner: '1 (One) fully paid Equity Share of Rs. 2 (Rupees Two Only) each of BRL shall be issued and allotted for every 1 (One) Equity Share of Rs. 2 (Rupees Two) each held in the Company. 1 (One) fully paid Equity Share of Rs. 2 (Rupees Two Only) each of BRL shall be issued and allotted for every 1 (One) Class B (Series-1) Share of Rs. 2 (Rupees Two) each held in the Company. (As Per BSE Announcement Dated on 03.05.2016) Future Enterprises Ltd has informed BSE that a meeting of the Committee of Directors of the Company was held on May 18, 2016. Pursuant to the Composite Scheme of Arrangement between the Company and the Bharti Retail Limited and their respective shareholders and creditors as approved by Hon'ble High Court of Judicature at Bombay made effective from May 01, 2016, and as authorised by the Board, the Committee allotted 4,34,78,261 equity shares of Rs. 2/- each as fully paid up to shareholders of Bharti Retail Limited. (As Per BSE Announcement Dated on 18.05.2016)