Marico Kaya Enterprises Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 08, 2014, inter alia, has considered and approved the following: Further, the Board of Directors considered the need for consolidation of operations of the Company and its wholly owned subsidiary, Kaya Limited, with a view to simplify the group structure. Consequently, it granted an in-principle approval for scheme of arrangement involving amalgamation of the Company with Kaya Limited. The Board of Directors also constituted a committee, which would finalize and approve the Scheme of Arrangement between the Company and Kaya Limited, engage valuers for determining the share exchange ratio, Merchant Bankers for opining on the fairness of the share exchange ratio and to do all such acts, deeds and things as may be necessary and expedient to implement the Scheme. Marico Kaya Enterprises Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 29, 2014, inter alia, has considered and approved the Scheme of Arrangement under Sections 391 to 394 read with sections 100 to 103 of the Companies Act 1956 and section 52 of the Companies Act 2013 between MaKE and Kaya Limited (Kaya') and their respective shareholder and creditors (Scheme'). The Scheme is proposed to be effective from April 01, 2014, being the Appointed Date. The Board has approved following share exchange ratio: '1 (One) Equity Share of the face value of INR 10/- each of Kaya, credited as fully paid-up, shall be issued and allotted for every 1 (One) Equity Share of the face value of INR 10/- each held in MaKE' The Scheme is subject to consent, approval of requisite majority of shareholders of the both the Companies; sanction of the High Court of Judicature at Bombay and all other regulatory approvals as may be necessary for the implementation of the Scheme. (As Per BSE Announcement Dated on 29.09.2014) Marico Kaya Enterprises Ltd has informed BSE that The Hon'ble High Court of Judicature at Bombay has vide an order passed on April 18, 2015, sanctioned the Scheme of Arrangement between Marico Kaya Enterprises Limited ('the Company') and Kaya Limited and their respective shareholders and creditors ('the Scheme']. The Company will apply to the Hon'ble High Court for obtaining a certified copy of the said order. Further, the Scheme would become effective only upon the filing of the certified copy of the order with the Registrar of Companies, Mumbai. The Company shall separately intimate the stock exchanges once the Scheme becomes effective. (As per BSE Announcement Dated on 21.04.2015) Marico Kaya Enterprises Ltd has informed BSE that the Company has received the certified copy of the High Court Order sanctioning the Scheme of Arrangement between Marico Kaya Enterprises Limited and Kaya Limited and their respective shareholders and creditors ('the Scheme'). (As Per BSE Announcement Dated on 14.05.2015) SUB. : - Scheme of Amalgamation of Marico Kaya Enterprises Ltd. (Scrip Code 538503) Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation of Marico Kaya Enterprises Limited with Kaya Ltd as approved by the Hon'ble High Court of Bombay, Marico Kaya Enterprises Limited and Kaya Ltd has fixed a Record Date to determine the entitlement of shareholders of Marico Kaya Enterprises Ltd. to the equity shares of Kaya Ltd. Trading Members are advised not to deal in the equity shares of Marico Kaya Enterprises Ltd. with effect from the under mentioned date. COMPANY NAME CODE Marico Kaya Enterprises Limited (538503) RECORD DATE 27/05/2015 PURPOSE The Scheme of Amalgamation: - Amalgamation of Marico Kaya Enterprises Ltd. with Kaya Ltd. Upon the Scheme becoming effective, in consideration of transfer and vesting of the Undertaking of Marico Kaya Enterprises Ltd. in Kaya Ltd, Kaya Ltd shall issue and allot shares to all the shareholders of Marico Kaya Enterprises Ltd. in the following share exchange ratio: 1 (ONE) equity share of Rs. 10/- each of Kaya Ltd. for every 1 (ONE) equity share of Rs. 10/- each held in Marico Kaya Enterprises Ltd. NO DEALINGS FROM 26/05/2015 DR-038/2015-2016 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 20.05.2015)