considered and approved the Composite Scheme of Arrangement and Amalgamation of General Foods Ltd (GFL), Ruchi Health Foods Ltd (RHFL), Ruchi Private Ltd (RPL), Nutrela Marketing Private Ltd (NMPL), Soya Processing, Vegetable Oils & Fats and Food businesses (Other than dairy business) of the Company with Ruchi Soya Industries Ltd (RSIL) and Anik Industries Private Ltd (Anik) with residual, the Company and their respective shareholders u/s 391 to 394 of the Companies Act, 1956. The Appointed Date for the Scheme is April 01, 2005. The salient features of the Scheme are as under: 1. Merger of Anik into the Company The share exchange ratio for the amalgamation is 1 equity share of Rs 10/- each of the Company for 10 equity shares of Rs 10/- each of Anik held by the shareholders of Anik. 2. Slump Sale of Soya processing, Vegetable Oils & Fats and Food Businesses (Other than Dairy business) of the Company into RSIL. Soya Processing, Vegetable Oils & Fats and Food Businesses (Other than Dairy business) of the Company will be transferred to RSIL on a going concern basis for a lumpsum consideration of Rs 805.70/- million. The consideration would he discharged in cash in a manner as mutually agreed by Board of Directors of RSIL and the Company. 3. Pursuant to the Scheme, it is proposed to change the name of the Company from "Madhya Pradesh Glychem Industries Ltd" to "Anik Dairy Industries Ltd", subject to regulatory approvals. The share exchange ratio and fair valuation for slump sale is based on the report of N M Raiji & Co. The Scheme is subject to requisite consents, approval of the requisite majority of the shareholders, lenders, creditors of the Company, Anik, GFL, Param, RHFL, RPL, NMPL and RSIL, the Bombay High Court, and the permission or approval of any other statutory or regulatory authorities which by law may be necessary for the implementation of the Scheme. The company has informed that the members at Extra Ordinary General Meeting (EGM) of the Company held on January 25, 2006, inter alia, have approved the following with requisite majority: 1. Change of the name of the Company from "Madhya Pradesh Glychem Industries Ltd" to "Anik Industries Ltd" subject to the confirmation of the Hon'ble High Court of Judicature at Bombay of the Composite Scheme of Arrangement and Amalgamation of Anik Industries Pvt Ltd and General Foods Ltd and the Company and Ruchi Health Foods Ltd and Ruchi Pvt Ltd and Nutrela Marketing Pvt Ltd and Ruchi Soya Industries Ltd and their respective shareholders ("the Scheme') and filing of the scheme with the Registrar of Companies Maharashtra. (As per BSE Bulletin dated on 30/01/2006) Madhya Pradesh Glychem Industries Ltd (MPGIL) has informed BSE that the Hon'ble High Court at Mumbai has approved Composite Scheme of Arrangement and Amalgamation of Anik Industries Pvt Ltd ('Anik') and General Foods Ltd ('GFL') and the Company and Ruchi Health Foods Ltd ('RHFL') and Ruchi Pvt Ltd ('RPL') and Nutrela Marketing Pvt Ltd ('NMPL') and Ruchi Soya Industries Ltd (RSIL) and their respective shareholders envisaging the following: - Demerger of Leasing Business of RPL into NMPL. - Transfer of the Soya Processing, Vegetable Oils and Fats and Food Businesses (other than dairy business) ('SVF') of the Company to RSIL. - Merger of Anik with the Company; and - Amalgamation of GFL, RHFL and RPL into RSIL. (As Per BSE Bulletin Dated on 12/07/2006) Madhya Pradesh Glychem Industries Ltd has informed BSE that the Company has filed the Order passed by the Hon'ble High Court of Bombay regarding approval of Composite Scheme of Arrangement & Amalgamation, on September 04, 2006 with the Registrar of Companies, Maharashtra and the Scheme has become effective from that date. Accordingly the SVF business Carried on by the Company has been transferred to Ruchi Soya Industries Ltd (RSIL) and Anik Industries Pvt. Ltd. has been merged with residual part of the Company w.e.f. September 04, 2006. To incorporate effects of the said Order of Hon'ble High Court in the Accounts of the Company, the Company has sought approval of the Registrar of Companies for extension of time for holding of the Annual General Meeting for the Financial Year 2005-06 by 3 months and the same has been approved by the Registrar of Companies, Maharashtra, The Company will, therefore, hold an Annual General Meeting on or before December 30, 2006. (As per BSE Annocement website)