| 18-Feb-11 |
| Max India Ltd has informed BSE that the Company proposes to obtain approval of the Shareholders by way of Postal Ballot for the following:
1. Special resolution under Section 372A of the Companies Act, 1956 for making investment upto an amount of Rs. 750 crores in Max Healthcare Institute Limited, a subsidiary of the Company; and
2. Special resolution for amendment to Article of Association of the Company to incorporate the rights conferred on Xenok Limited, a wholly owned indirect Subsidiary of GS Capital Partners VI Fund, L.P., controlled by the Goldman Sachs Group, Inc. ('Investor') with respect to their investment in Compulsorily Convertible Debentures of the Company.
The results of the Postal Ballot will be declared at an Extraordinary General Meeting of the Company scheduled to be held on February 18, 2011. |
| 22-Jan-10 |
| Borad has approved the following:
1. Issue of such number of Fully and Compulsorily Convertible Debentures ('FCDs') of the face value of Rs. 867/- each to Goldman Sachs Capital Partners through its wholly owned subsidiary Xenok Ltd., and/or their affiliates, (the 'Investors') for an aggregate consideration of a rupee equivalent of approximately US $ 115 million, on preferential basis representing approximately 9.4% of the post issued equity share capital of the Company on the basis of the prevailing exchange rate of Rs. 46.77 per US $. The Investor has to compulsorily convert the FCDs on or before 15 (fifteen) months from the date of allotment of FCD. The FCDs will carry a coupon of 12% (Twelve percent) per annum. Each FCD will be compulsorily converted into four equity shares of Rs. 2/- each at a premium of Rs. 214.75/- per equity share;
2. Issue of 20,00,000 warrants of the face value of Rs. 867/- each ('Warrants') to Mr. Analjit Singh, the Promoter of the Company for an aggregate consideration of Rs. 1734 million representing approximately 3% of the post issued equity share capital of the Company on conversion of Warrants. The Promoters shall deposit with the Company a sum of Rs. 433.50 per warrant offered to them (being an amount representing 50% of the consideration for the issue of shares arising upon conversion or the Warrants), which amount shall be adjusted against the issue price at the time of allotment of the equity shares. Each Warrant will be converted into four equity shares of Rs. 2/- each at a premium of Rs. 214.75/- per equity share at the option of Mr. Analjit Singh within a period of 18 (eighteen) months from the date of allotment of Warrants and
3. The Board of Directors decided to convene an Extra-ordinary general meeting of the Company on January 22, 2010 for obtaining the approval of the shareholders for the aforesaid issue of FCDs and Warrants with Decembr 23, 2009 as the 'Relevant Date' for determination of price of FCDs and Warrants pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time.
Max India Ltd has informed BSE that the Extra Ordinary General Meeting (EGM) of the Company will be held on January 22, 2010, inter alia, to transact the following :
1. To issue on preferential basis such number of 12% Fully and Compulsorily Convertible Debentures ('FCDs') of Face Value of Rs. 867/ - each (Rupees Eight hundred and sixty seven only) being compulsorily convertible in to equity shares of the Company on or before 15 (fifteen) months from the date of allotment of the FCDs and aggregating to an issue price of a rupee equivalent of approximately US $ 115 million (US $ One hundred and fifteen million only) to Xenok Ltd, a wholly owned subsidiary of GS Capital Partners VI Fund, L.P. and certain affiliated funds, and/or their affiliates (the 'Investor') on such terms and conditions and in such manner as the Board may think fit, subject to necessary provisions and approvals.
2. To offer, issue and allot up to 2,000,000 (Two million) warrants of the value of Rs. 867/- per warrant (with each warrant entitling the holder thereof to subscribe to four equity shares of Rs. 2/- each in the Capital of the Company at a premium of Rs. 214.75 per equity share) aggregating to an issue price of Rs. 1734 million (Rupees One thousand seven hundred and thirty four million) to Mr. Analjit Singh, the Promoter of the Company ('the Warrant-holder') in such manner and upon such terms and conditions as are hereinafter contained:
(i) in consideration of the Warrants being offered to the Warrant-holder, the offeree shall deposit with the Company a sum of Rs. 433.50 per warrant offered to them (being an amount representing 50% of the consideration for the issue of shares arising upon conversion of the Warrants), which amount shaft be adjusted against the issue price at the time of allotment of the equity shares. The deposit shall not bear any interest and the Warrant-holder shall forfeit such deposit in the event the offecee does not exercise his right to convert the Warrants into equity shares;
(ii) the holder of each Warrant shall be entitled to apply for and obtain at his sole discretion four equity shares of Rs. 2/- each at a premium of Rs. 214.75 per equity share which option shall be exercised by the holder in one or more tranches on a date or dates after the date of issue of Warrants and ending on the expiry of 18 months of such issue in terms of the applicable SEBI (Sue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI Regulations, 2009);
(iii) The Warrant-holder is entitled to exercise the Warrants in full or in part or may decline to exercise the option to convert the Warrants in which case Warrants shall be deemed to have lapsed at the end of their term;
(iv) The number of equity shares that each Warrant converts into and the price per equity share upon conversion of each Warrant shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of a business division or any such capital or corporate restructuring;
(v) The new equity shares issued on conversion of the Warrants shall be subject to the Memorandum and Articles of Association of the Company and shall rank pan passu in all respects with the then existing issued and subscribed equity shares of the Company including as to dividend;
(vi) The Relevant Date for the preferential issue, as per SEBI Regulations, 2009, as amended up to date, for the determination of applicable price for the issue of the abovementioned Warrants is December 23, 2009.
3. To invest up to an amount of Rs. 200,00,00,000/- (Rupees Two hundred crore only), in the equity share capital of Max Bupa Health Insurance Company Ltd ('MBHI') in one or more tranches, in addition to the approvals already accorded by the Shareholders of the Company for investment in MBHI, notwithstanding that such investment together with the Company's existing investments, loans granted and guarantees / securities provided may exceed the limits specified under Section 372A of the Act, subject to necessary provisions and approvals.
4. To accord consent to the appointment of Ms. Tara Singh, daughter of Mr. Analjit Singh, Chairman & Managing Director of the Company as Management Trainee on remuneration, terms & conditions effective August 18, 2009.
5. To increase the number of Directors of the Company from twelve to fifteen.
(As Per BSE Announcement Dated on 31/12/2009)
With reference to the earlier announcement and the Notice for convening an Extraordinary General Meeting (EGM) of the Company on January 22, 2010, regarding Issuance of 2,000,000 Warrants of the face value of Rs. 867/- each to the promoter group of Max India Ltd, on preferential allotment basis, Max India Ltd has now informed BSE that the Board of Directors since approved issuance of 2,000,000 (Two million) warrants of the face value of Rs. 867/- per warrant (with each warrant entitling the holder thereof to subscribe to four equity shares of Rs. 2/- each in the Capital of the Company at a premium of Rs. 214.75 per equity share) aggregating to an issue price of Rs. 1734 million (Rupees One thousand seven hundred and thirty four million) to Dynavest India Pvt. Ltd., one of the promoter group Companies in place of Mr. Analjit Singh. The aforesaid amendment to resolution at item No. 2 of the Notice will be proposed at the EGM for consideration of the shareholders. Accordingly, the references to the proposed allottee wherever appearing in the Explanatory Statement to aforesaid EGM Notice be read as Dynavest India Pvt. Ltd. in place of Mr. Analjit Singh.
The Board of Directors has further authorised officials of the Company to issue necessary corrigendum on the aforesaid for the information of the public / members of the Company in newspapers.
Further the Company has noted that, Dynavest India Pvt. Ltd. has been holding 1,83,500 equity shares of Rs. 2/- each of the Company as of the Relevant Date, i.e., December 23, 2009 and continue to hold the same and is in compliance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
(As Per BSE Announcement Dated on 14/01/2010)
Max India Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on January 22, 2010, inter alia, have accorded to the following:
1. Authority to the Board to issue on preferential basis such number of 12% Fully and Compulsorily Convertible Debentures ('FCDs') of Face Value of Rs. 867/- each (Rupees Eight hundred and sixty seven only) being compulsorily convertible in to equity shares of the Company on or before 15 (fifteen) months from the date of allotment of the FCDs and aggregating to an issue price of a rupee equivalent of approximately US $ 115 million (US $ One hundred and fifteen million only) to Xenok Ltd, a wholly owned subsidiary of GS Capital Partners VI Fund, L.P. and certain affiliated funds, and/or their affiliates (the 'Investor') on such terms and conditions and in such manner as the Board may think fit, subject to necessary provisions and approvals.
2. Authority to Board to offer, issue and allot up to 2,000,000 (Two million) warrants of the value of Rs. 867/- per warrant (with each warrant entitling the holder thereof to subscribe to four equity shares of Rs. 2/- each in the Capital of the Company at a premium of Rs. 214.75 per equity share) aggregating to an issue price of Rs. 1734 million (Rupees One thousand seven hundred and thirty four million) to Dynavest India Pvt Ltd, the Promoter Group Company ('the Warrant-holder') in such manner and upon such terms and conditions as are hereinafter contained:
(i) in consideration of the Warrants being offered to the Warrant-holder, the offeree shall deposit with the Company a sum of Rs. 433.50 per warrant offered to them (being an amount representing 50% of the consideration for the issue of shares arising upon conversion of the Warrants), which amount shaft be adjusted against the issue price at the time of allotment of the equity shares. The deposit shall not bear any interest and the Warrant-holder shall forfeit such deposit in the event the offecee does not exercise his right to convert the Warrants into equity shares;
(ii) the holder of each Warrant shall be entitled to apply for and obtain at his sole discretion four equity shares of Rs. 2/- each at a premium of Rs. 214.75 per equity share which option shall be exercised by the holder in one or more tranches on a date or dates after the date of issue of Warrants and ending on the expiry of 18 months of such issue in terms of the applicable SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI Regulations, 2009);
(iii) The Warrant-holder is entitled to exercise the Warrants in full or in part or may decline to exercise the option to convert the Warrants in which case Warrants shall be deemed to have lapsed at the end of their term;
(iv) The number of equity shares that each Warrant converts into and the price per equity share upon conversion of each Warrant shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of a business division or any such capital or corporate restructuring;
(v) The new equity shares issued on conversion of the Warrants shall be subject to the Memorandum and Articles of Association of the Company and shall rank pan passu in all respects with the then existing issued and subscribed equity shares of the Company including as to dividend;
(vi) The Relevant Date for the preferential issue, as per SEBI Regulations, 2009, as amended up to date, for the determination of applicable price for the issue of the abovementioned Warrants is December 23, 2009.
3. Authority to the Board of Directors to invest up to an amount of Rs. 200,00,00,000/- (Rupees Two hundred crore only), in the equity share capital of Max Bupa Health Insurance Company Ltd ('MBHI') in one or more tranches, in addition to the approvals already accorded by the Shareholders of the Company for investment in MBHI, notwithstanding that such investment together with the Company's existing investments, loans granted and guarantees / securities provided may exceed the limits specified under Section 372A of the Act, subject to necessary provisions and approvals.
4. The appointment of Ms. Tara Singh, daughter of Mr. Analjit Singh, Chairman & Managing Director of the Company as Management Trainee on remuneration, terms & conditions effective August 18, 2009.
5. The number of Directors of the Company be increased from twelve to fifteen.
(As Per BSE Announcement Website dated on 22.01.2010) |
| 28-Jul-09 |
| Max India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 01, 2009 approved the issuance of equity shares or any such instruments / securities to Qualified Institutional Buyers (QIBs) under Chapter XIII-A of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, in one or more tranches, for an aggregate amount of up to Rs 450,00,00,000/- (Rupees Four hundred and fifty Crores only), subject to the approval of shareholders.
The Board has decided to convene an Extraordinary General meeting of the Shareholders of the Company on July 28, 2009 seeking their approval for the aforesaid purpose.
Further, the Board has rescinded its earlier decision taken on February 03, 2009 for issuance of equity shares up to an amount of Rs 650 Crores, on Rights basis with detachable warrants.
Max India Ltd has informed BSE that the Extra Ordinary General Meeting (EGM) of the members of the Company will be held on July 28, 2009, inter alia, to offer, issue and allot, on such occasion or occasions, in one or more tranches, as may be determined by the Board, to Qualified Institutional Buyers (QIBs) as defined under Clause 1.2.1 (xxiva) of SEBI (DIP) Guidelines, equity shares or any such instrument(s) or security(ies) (other than warrants) convertible into equity shares on such date as may be determined by the Board ('Securities') for an amount, which shall not in aggregate exceed Rs 450,00,00,000/- (Rupees Four Hundred and Fifty Crores only) ('QIB Issue') at such price, inclusive of premium and on such terms and conditions as may be finalized by the Board in accordance with SEBI (DIP) Guidelines at the time of issue and allotment of Securities, subject to necessary provisions & approvals.
(As Per BSE Announcement Dated on 06/07/2009)
Max India Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on July 28, 2009, inter alia, has unanimously passed the resolution for issuance of equity shares or any such instruments / securities to Qualified Institutional Buyers (QIBs) under Chapter XIII-A of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, in one or more tranches, on such occasion(s), for an aggregate amount of up to Rs 450,00,00,000/- (Rupees Four hundred and fifty Crores only), and authorised the Board / Committee of Directors to take all requisite steps for the said purpose, subject to necessary provisions & approvals.
(As Per BSE Announcement Website dated on 29.07.2009) |
| 12-Jun-09 |
| Max India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 15, 2009, inter alia, has approved the following:
1. The issuance 10,326,311 equity shares of Rs 2/- each at a premium of Rs 143.26 per equity share, aggregating to Rs 150 Crores to International Finance Corporation, Washington, USA and
2. Convene an Extra Ordinary General Meeting of the Shareholders of the Company on June 12, 2009 seeking their approval for the aforesaid purpose.
Max India Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on June 12, 2009, inter alia, to issue and allot 10,326,311 (Ten million three hundred and twenty six thousand three hundred and eleven) Equity Shares of Rs 2/- each representing 4.44% of the total post issue and paid up equity share capital of the Company, at a premium of Rs 143.26/- (Rupees One hundred and forty three and paise twenty six only) per Equity Share aggregating to an issue price of Rs 1,500 million to International Finance Corporation, Washington, USA on a preferential basis, on such terms and conditions and in such manner as the Board may think fit.
(As Per BSE Announcement Website dated on 12.06.2009)
Max India Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on June 12, 2009, inter alia, have unanimously passed the resolution for issue and allotment of 10,326,311 Equity Shares of Rs 2/- each at a premium of Rs 143.26 per equity share aggregating to Rs 1500 million to International Finance Corporation, Washington, USA and authorised the Board / Committee of Directors to take all requisite steps for the said purpose.
(As Per BSE Announcement Dated on 15.06.2009) |
| 23-Mar-07 |
| Convene an Extra-ordinary General meeting of the Shareholders of the Company on March 23, 2007 seeking their approval for the aforesaid purposes.
Max India Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on March 23, 2007, inter alia, to transact the following:
1. To permit Foreign Institutional Investors (FIIs) registered with Securities and Exchange Board of India ('SEBI') to acquire and hold shares and / or convertible debentures / instruments convertible into shares of the Company upto, 49% of the paid up equity capital or paid-up value of each series of convertible debentures / instruments convertible into shares of the Company subject to the restriction that the total holding by each FII / SEBI approved sub-account of FII, shall not exceed 10% of the total paid-up equity capital or 10% of the paid-up value of each series of convertible debentures / instruments convertible into shares of the Company, as the case may be, or such limits as are or may be prescribed, from time to time, under applicable laws, rules and regulations, subject to necessary provisions & approvals.
2. To offer, issue and allot, on such occasion or occasions, in one or more tranches, as may be determined by the Board, to Qualified Institutional Buyers (QIBs) as defined under Clause 2.2.2B(v) of SEBI (DIP) Guidelines, equity shares or any such instrument(s) or security(ies) (other than warrants) convertible into equity shares on such date as may be determined by the Board but not later than 60 months from the date of allotment ("Securities") to be subscribed on the basis of placement documents for an amount, which shall not in aggregate exceed Rs 1000,00,00,000/- at any one point of time ("QIB Issue), subject to necessary provisions & approvals.
(As Per BSE Announcement Website Dated on 07/03/2007)
Max India Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 23, 2007 inter alia, have accorded to the following:
1. Authority to the Board to permit Foreign Institutional Investors (FIIs) registered with Securities and Exchange Board of India ('SEBI') to acquire and hold shares and / or convertible debentures / instruments convertible into shares of the Company upto, 49% of the paid up equity capital or paid-up value of each series of convertible debentures / instruments convertible into shares of the Company subject to the restriction that the total holding by each FII / SEBI approved sub-account of FII, shall not exceed 10% of the total paid-up equity capital or 10% of the paid-up value of each series of convertible debentures / instruments convertible into shares of the Company, as the case may be, or such limits as are or may be prescribed, from time to time, under applicable laws, rules and regulations, subject to necessary provisions & approvals.
2. Authority to the Board to offer, issue and allot, on such occasion or occasions, in one or more tranches, as may be determined by the Board, to Qualified Institutional Buyers (QIBs) as defined under Clause 2.2.2B(v) of SEBI (DIP) Guidelines, equity shares or any such instrument(s) or security(ies) (other than warrants) convertible into equity shares on such date as may be determined by the Board but not later than 60 months from the date of allotment ("Securities") to be subscribed on the basis of placement documents for an amount, which shall not in aggregate exceed Rs 1000,00,00,000/- at any one point of time ("QIB Issue), subject to necessary provisions & approvals.
(As Per BSE Announcement Website Dated on 26/03/2007)
Max India Ltd has informed BSE that the Company has done the pricing and allocation for the issue of 41,666,660 Equity Shares of Rs 2/- each at a price of Rs 240/- per share to Qualified Institutional Buyers in terms of the approval accorded by the shareholders of the Company in their Extra-Ordinary General Meeting held on March 23, 2007.
(As Per BSE Announcement Website Dated on 11/06/2007) |