Henkel India Ltd has informed BSE regarding Outcome of Board Meeting held on June 15, 2012. inter-alia, has considered and approved the amalgamation of the Company with the Transferee Company, in terms of a proposed Scheme of Amalgamation ('Scheme') under the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956. As on date, the Transferee Company holds 97,426,487 outstanding equity shares of the Company (i.e. 83.66% of the equity share capital of the Company) and all the paid up preference shares of the Company. The Scheme is approved by the Board subject to the requisite approval of the members and/or creditors of the Company as may be directed by the jurisdictional High Court(s) and subject to all such requisite approvals from the relevant regulatory authorities and sanction of the jurisdictional High Court(s). The salient features of the Scheme are as follows: 1. The Appointed Date of the Scheme would be April 01, 2012; 2. All assets and liabilities of the Transferor Company to be transferred to and vested in the Company at fair values; 3. The Transferee Company to issue its shares to the shareholders of the Company as on the Record Date based on the following swap ratios determined by the independent valuer, M/s. SSPA & Co, Chartered Accountants,as under: (i) In the event the proposed issuance of bonus shares of the Transferee Company by way of issue of 1 (one) new equity share of face value of Re. 1/- for every 1 (one) existing equity share held by its shareholders is not approved by the shareholders of the Transferee Company under the relevant provisions of the Companies Act, 1956, 1 (one) fully paid up equity share of Re.l/- each of the Transferee Company for every 8 (eight) fully paid up equity shares of Rs. 10/- each of the Company; or (ii) In the event the proposed issuance of bonus shares of the Transferee Company by way of issue of l(one) new equity share of face value of Re. 1/- for every 1 (one) existing equity share held by its shareholders is approved by the shareholders of the Transferee Company under the relevant provisions of the Companies Act, 1956, 1 (one) fully paid up equity share of Re.1/- each of the Transferee Company for every 4 (four) fully paid up equity shares of Rs. 10/- each of the Company. 4. M/s. ENAM Securities Pvt.Ltd. have issued a fairness opinion with respect to the above swap ratio. 5. All equity shares and preference shares which the Transferee Company holds in the Company (either directly or through nominees) will get cancelled and no new shares will be issued or payment made in cash in this regard. Jyothy Laboratories Ltd has informed BSE that by an Order made on the October 19, 2012, in the above Company Summons for Direction, the Hon'ble High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of the Applicant Company be convened and held at M. C. Ghia Hall, Indian Textile Accessories & Machinery Manufacturers' Association, Bhogilal Hargovindas Building, 4th Floor, 18/20, K. Dubhash Marg, Kala Ghoda, Mumbai - 400 001 on November 22, 2012 at 4 P.M., for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed scheme of amalgamation (the 'Scheme') between Jyothy Consumer Products Limited (the 'Transferor Company') and the Applicant Company and their respective shareholders and creditors which, inter alia, provides for the amalgamation of the Transferor Company with the Applicant Company and their respective shareholders and creditors. (As per BSE Announcement Dated on 29.10.2012) Jyothy Consumer Products Ltd has informed BSE that by an Order made on the October 19, 2012, in the above Company Summons for Direction, the Hon'ble High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of the Applicant Company be convened and held at M. C. Ghia Hall, Indian Textile Accessories & Machinery Manufacturers' Association, Bhogilal Hargovindas Building, 4th Floor, 18/20, K. Dubhash Marg, Kala Ghoda, Mumbai - 400 001 on November 22, 2012 at 2.30 P.M., for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed scheme of amalgamation (the 'Scheme') between the Applicant Company and Jyothy Laboratories Limited (the 'Transferee Company') and their respective shareholders and creditors which, inter alia, provides for the amalgamation of the Applicant Company with the Transferee Company and their respective shareholders and creditors. (As per BSE Announcement Dated on 31.10.2012) Jyothy Laboratories Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay had on April 12, 2013 considered and approved the amalgamation of Jyothy Consumer Products Limited with Jyothy Laboratories Limited, in terms of the scheme of amalgamation approved under the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956. (As Per BSE Announcement Dated on 15.04.2013) With reference to the earlier announcement dated April 15, 2013, Jyothy Laboratories Ltd has now informed BSE that the amalgamation of Jyothy Consumer Products Limited with the Company has become effective on May 13, 2013 ('Effective Date'), pursuant to the Scheme of Amalgamation of Jyothy Consumer Products Limited with the Company under Sections 391 to 394 and other applicable provisions of the Companies Act, 1956. As intimated earlier, the Hon'ble High Court of Judicature at Bombay has on April 12, 2013 approved the Scheme. The appointed date of the Scheme is April 01, 2012. (As Per BSE Announcement Dated on 14.05.2013) Jyothy Laboratories Ltd has informed BSE that it has fixed the Record Date as May 28, 2013 for the purpose of determining eligibility of shareholders of Jyothy Consumer Products Ltd for allotment of shares of Jyothy Laboratories Ltd., pursuant to amalgamation of Jyothy Consumer Products Ltd (Transferor Company) with Jyothy Laboratories Ltd (Transferee Company). With reference to the earlier announcement dated May 14, 2013 regarding Effective Date of Scheme of Amalgamation of Jyothy Consumer Products Limited with Jyothy Laboratories Ltd. Jyothy Laboratories Ltd has now informed BSE that the Company has fixed Record Date as May 28, 2013 for the purpose of determining eligibility of shareholders of Jyothy Consumer Products Ltd for allotment of shares of Jyothy Laboratories Ltd., pursuant to amalgamation of Jyothy Consumer Products Ltd (Transferor Company) with Jyothy Laboratories Ltd (Transferee Company). (As per BSE Announcement Dated on 17.05.2013) SUB. : - Scheme of Amalgamation of Jyothy Consumer Products Ltd. (Scrip Code 532671) Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation of Jyothy Consumer Products Ltd with Jyothy Laboratories Ltd., as approved by the Hon'ble High Court of Judicature at Bombay, Jyothy Laboratories Ltd. has fixed a Record Date to determine the entitlements of shareholders of Jyothy Consumer Products Ltd (Transferor Company) to the equity shares of Jyothy Laboratories Ltd (Transferee Company). Trading Members are advised not to deal in the equity shares of Jyothy Consumer Products Ltd. with effect from the under mentioned date. COMPANY NAME CODE Jyothy Consumer Products Ltd. (532671) RECORD DATE 28/05/2013 PURPOSE The Scheme of Amalgamation: - Amalgamation of Jyothy Consumer Products Ltd. with Jyothy Laboratories Ltd. Upon the Scheme becoming effective and in consideration of the transfer and vesting of Jyothy Consumer Products Ltd. TO Jyothy Laboratories Ltd., Jyothy Laboratories Ltd shall issue and allot shares to all the shareholders of Jyothy Consumer Products Ltd in the following proportion: 1 (ONE) equity share of Re. 1/- each of Jyothy Laboratories Ltd, credited as fully paid up for every 4 (FOUR) equity shares of Rs. 10/- each held in Jyothy Consumer Products Ltd. NO DEALINGS FROM 27/05/2013 DR-041/2013-2014 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 22.05.2013) Jyothy Laboratories Ltd has informed BSE regarding 'Disposal of shares alloted on account of fractional entitlements arising out of merger of Jyothy Consumer Products Ltd into the Company'. (As per BSE Announcement Dated on 04.10.2013) Jyothy Laboratories Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 23, 2016, inter alia, have: Approved the Scheme of Amalgamation of Jyothy Consumer Products Marketing Limited with the Company. The Appointed Date under the Scheme will be April 01, 2016. Jyothy Laboratories Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 23, 2016, inter alia, has also considered and approved a Scheme of Amalgamation under Section 391-394 of the Companies Act, 1956 for amalgamation of Jyothy Consumer Products Marketing Limited, Wholly Owned Subsidiary (Transferor Company) into Jyothy Laboratories Limited (Transferee Company). The detailed disclosure is enclosed. (As Per BSE Announcement Dated on 23.05.2016) Hon'ble Mumbai Bench of National Company Law Tribunal (NCLT) vide its order dated March 1, 2017 (uploaded on website of NCLT on March 9, 2017) has sanctioned the Scheme of Amalgamation of Jyothy Consumer Products Marketing Limited with Jyothy Laboratories Limited (the Company) under Section 391 to 394 of the Companies Act, 1956 and Section 230 to 232 of the Companies Act, 2013 w.e.f. April 1, 2016 being the appointed date. A copy of the aforesaid order of the NCLT, Mumbai Bench is attached for record. (As Per BSE Announcement Dated on 09.03.2017)