I. Amalgamation of Amici India Ltd (the Transferor Company) with KIT Ltd. (formerly; Indian Express Multimedia Ltd) (the Transferee Company) in terms of the Scheme of Amalgamation framed under sections 391 and 394 of the Companies Act,1956, was approved by the Hon'ble High Court of Delhi at New Delhi vide its order dated 30* April, 2007. II The Salient features of the Scheme of Amalgamation are as follows; a. All assets and liabilities including Income Tax and all other statutory liabilities of the Transferor Company will be transferred to and vest in the Transferee Company. b. All the employees of the Transferor Company in service on the Effective Date shall become the employees of the Transferee mpany on and from such date without arry break or interruption in service and upon terms and conditions not less favorable than those subsisting in the Transferor Company on the said date. c. Appointed Date for amalgamation will be 1" April, 2006 or such other date, as the Hon'ble High Court(s) may approve. d. Share Exchange Ratio for the amalgamation will be 4 (four) Equity Shares of Rs. 10/- each of the Transferee Company, credited as fully paid up, for every 5 (five) fully paid up Equity Shares of Rs. 10/- each held in the Transferor Company. However, in case of partly paid shares in the Transferor Company as on the record date, if any, the Transferee Company will issue fully paid up equity shares in the aforesaid exchange ratio and in proportion to amount paid on such partly paid up shares as on the record date. Ill Prior to the amalgamation, the Transferor Company is engaged in investments and dealing in shares, financing and other related activities. IV. The Scheme of Amalgamation, as approved by the Hon'ble Delhi High Court, has become effective from July 20, 2007, being the date of filing of copies of the High Court Order with the Registrar of Companies, NCT of Delhi and Haryana. Accordingly, it has been given effect to in the present audited accounts for the year ended 31" March, 2008. Hence, the present audited accounts of the Company consist of financial figures of the Transferee Company and of the erstwhile Transferor Company - Amici India Ltd. for the year ended 31" March, 2008. V. In terms-of the Scheme, the Transferee Company has issued and allotted 20,87,6-40 Equity Shares to the members of the Transferor Company, in exchange of 100% share capital of the Transferor Company after the cancellation of cross holding, if any. VI. The Scheme of Amalgamation has been accounted for under the Pooling of Interests Method as defined under die Accounting Standard-14 (AS-14) prescribed under The Companies (Accounting Standards) Rules, 2006. Accordingly, ail the assets, liabilities and reserves of the Transferor Company have been recorded in the Company's books at their existing carrying amounts and in the same form. Inter-company balances, if any, has been cancelled. The following accounting treatment has been given to some of the amalgamation issues.