Amalgamation of Spirits companies into the Company i. Amalgamation of the following companies into the Company Baramati Grape Industries Ltd (Baramati) ii. The Appointed Date for the merger will be July 01, 2005. iii. In respect of amalgamation of various companies, the Company shall allot shares in the following ratio: a. 2 fully paid up equity share of Rs 10 each for every 3 equity shares of Rs 10 each held in HL b. 83 fully paid up equity share of Rs 10 each for every 4 equity shares of Rs 10 each held in TDV c. 31 fully paid up equity share of Rs 10 each for every 20 equity shares of Rs 100 each held in Baramati d. 3 fully paid up equity share of Rs 10 each for every 100 equity shares of Rs 10 each held in UDIL e. 7 fully paid up equity share of Rs 10 each for every 20 equity shares of Rs 10 each held in SWDL. The share exchange ratio has been determined based on the recommendation of two independent valuers viz., KPMG India Pvt Ltd and M/s Haribhakti & Co., Chartered Accountants. In addition, preference shares shall be issued to preference shareholders of SWDL,iv. The name of the Company would be changed to United Spirits Ltd. 3. The Board of Directors have also approved the scheme for merger of Asian Opportunities and Investments Ltd ('AOIL') and Zelinka Ltd ('Zelinka') into the Company. Since AOIL and Zelinka are directly / indirectly wholly owned subsidiaries of the Company; no shares would be issued in consideration for the merger. The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders, creditors of the companies, the Hon'ble High Court of Bombay and Karnataka, the permission or approval of the Central Government or any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme. have considered and approved the following:3) has re-considered and approved the Appointed Date to be April 01, 2005 instead of July 01, 2005 for the Demerger of the Investment Business and Merger of various Companies& Increase of Authorised Share Capital of the Company from Rs 600 million to Rs 1700 million, which would comprise of preference and equity share capital, and the consequential amendments in the Memorandum and Articles of Association of theCompany. The increase in The Authorised Capital is to facilitate issue of Equity shares of around Rs 340 million and issue of Preference shares of around Rs 600 million to the shareholders of the Transferor Companies consequent upon the proposed amalgamation of various companies with the Company and the balance of around Rs 250 million to meet the fund raising activities. The present paid up Equity share capital is Rs 517.20 million as against the Authorised Capital of Rs 600 million. (As per BSE Bulletin dated on 30/09/2005) The Company has informed that pursuant to the order of Hon'ble High Court of Karnataka at Bangalore the separate meetings of the equity shareholders, secured creditors and unsecured creditors of the Company will be held on February 06, 2006, for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the Composite Scheme of Arrangement between Phipson Distillery Ltd and United Spirits Ltd and Herbertsons Ltd and Triumphs Distilleries & Vintners Pvt Ltd and Baramati Grape Industries Ltd and United Distillers India Ltd and McDowell International Brands Ltd and Shaw Wallace Distilleries Ltd and McDowell India Spirits Ltd and the Company. (As per BSE Bulletin dated on 13/01/2006) Mcdowell & Company Limited has informed the Exchange that the Board of Directors of the Company at their meeting held on January 31, 2006, has considered and approved the following :- 1) Some amendments to the Composite Scheme of Arrangement between Phipson Distillery Limited and United Spirits Limited and Herbertsons Limited and Triumph Distillers & Vintners Private Limited and Baramati Grape Industries Limited and United Distillers India Limited and McDowell International Brands Limited and Shaw Wallace Distillers Limited and McDowell India Spirits Limited and McDowell & Company Limited. The amendments are subject to the approval of the Shareholders, creditors and the High Courts of Karnataka and Bombay. (As per NSE Bulletin dated on 01/02/2006) In view of the proposed issue by the Company of Global Depository Receipts (GDRs) / Foreign Currency Convertible Bonds (FCCBs) and attention drawn by the stock exchanges to Circular dated March 03, 2000 issued by National Securities Depository Ltd whereby all issues made by a Company should rank pari passu in all respects including dividend entitlement the Board of Directors of the Company at its meeting held on March 16, 2006, has approved an amendment to clause 5 of Composite Scheme of Arrangement between Phipson Distillery Ltd, United Spirits Ltd, Herbertsons Ltd, Triumph Distilleries & Vintners Pvt Ltd, Baramati Grape Industries Ltd, United Distillers India Ltd, McDowell International Brands Ltd, Shaw Wallace Distilleries Ltd, McDowell India Spirits Ltd and the Company (the Scheme) such that the underlying shares held by GDR holders and any shares held by FCCB holder on its conversion shall rank pari passu in all respect with the existing shares in the Company by deleting the following words in the first paragraph of clause 5, to be in compliance with the Circular dated March 03, 2000 referred to above : "........ holding shares that comprised the equity capital of the McD on the Demerger Appointed Date........" Hence, the first paragraph after the above amendment will read as follows: "Upon the Scheme becoming effective, MISL shall, without any further application or deed, but subject to necessary approvals, if any, being granted, issue and allot to every members of McD, holding fully paid up Equity Shares in McD and whose names appear in the register of members of McD on the Demerger Record Date or his / her heirs, executors, administrators or successors-in-title, as the case may be, in respect of every 5(five) such Equity Shares of the face value of Rs 10/- each fully paid-up held by him / her / it in McD, 1 Equity Share of the face value of Rs 10/- each of MISL credited as fully paid-up with rights attached thereto as under". (As per BSE Bulletin dated on 17/03/2006) Mcdowell & Company Ltd has informed BSE that the Company had proposed a Composite Scheme of Arrangement for amalgamation of Shaw Wallace Distilleries Ltd, Herbertsons Ltd and six other operating companies with the Company and demerger of the investment business of the Company into McDowell India Spirits Ltd. Necessary applications have already been filed into the High Courts of Karnataka and Bombay. In fact, the application filed by the Company before the High Court of Karnataka at Bangalore has already been allowed by the High Court of Karnataka as per its order dated June 23, 2006. The Composite Scheme of Arrangement becomes effective only from the date the other petitions filed before the Karnataka High Court and Bombay High Court are allowed by the respective High Courts. In addition to the Composite Scheme of Arrangement, referred to hereinabove, the Company had proposed a Scheme of Amalgamation, under which its non-operative overseas wholly owned subsidiaries viz., Asian Opportunities and Investments Ltd in Mauritius and Zelinka Ltd in Cyprus, were to merge with the Company. Due to business needs, the Board of Directors of the Company has decided to withdraw the said Scheme of Amalgamation. The Hon'ble High Court of Karnataka has, by its order dated July 07, 2006 permitted such withdrawal of the Scheme of Amalgamation. However, Composite Scheme of Arrangement, referred to in para-1 hereinabove, is not being withdrawn and necessary steps are being taken to complete the said Composite Scheme of Arrangement at the earliest. (As per BSE Bulletin dated on 10/07/2006) Mcdowell & Company Ltd has informed BSE that The Hon'ble Bombay High Court has on July 31, 2006, sanctioned the Composite Scheme of Arrangement (Scheme) in respect of the amalgamation of the Herbertson Ltd with the Company. The Scheme has also been sanctioned by the Hon'ble Karnataka High Court on July 28, 2006 in the case of Phipson Distillery Ltd, United Spirits Ltd, United Distillers India Ltd, McDowell International Brands India Ltd & McDowell India Spirits Ltd and in the case of the Company on June 23, 2006. Sanctioning in case of remaining companies viz., Shaw Wallace Distilleries Ltd, Baramati Grape Industries Ltd and Triumph Distillers & Vintners Pvt Ltd, of the Hon'ble High Court at Bombay is expected shortly, after which the Scheme will be effective. (As per BSE Bulletin dated on 31/07/2006) Mcdowell & Company Limited has informed the Exchange that the Hon'ble Bombay High Court has sanctioned the Composite Scheme of Arrangement ("Scheme") in the case of Herbertsons Limited on July 31, 2006 for amalgamation of Herbertsons Limited with the Company. The Scheme has also been sanctioned by the Hon'ble Karnataka High Court on July 28, 2006 in the case of Phipson Distillery Limited, United Spirits Limited, United Distillers India Limited, Mcdowell International Brands India Limited & McDowell India Spirits Limited and in the case of McDowell & Company Limited on June 23, 2006. Sanction in case of remaining companies viz., Shaw Wallace Distilleries Limited, Baramati Grape Industries Limited and Triumph Distillers & Vinters Private Limited of the Hon'ble High Court of Bombay is expected shortly, after which the Scheme will be effective. (As Per NSE Bulletin Dated on 01/08/2006) Mcdowell & Company Limited has informed the Exchange that the Company is in the process of consolidation of the spirits business, through a Composite Scheme of Arrangement (Scheme). While the Scheme had been sanctioned by the Hon'ble High Courts in the case of the Company, Herbertsons Limited, Phipson Distillery Limited, United Spirits Limited, United Distillers India Limited, Mcdowell International Brands Limited and Mcdowell India Spirits Limited, similar sanction of the Scheme in the case of Shaw Wallace Distilleries Limited, Baramati Grape Industries Limited and Triumph Distillers & Vintners Private Limited are expected shortly. The formalities for making the Scheme effective will be started thereafter. In order to present the consolidated picture of the Company post-amalgamation of various spirits companies with the company and demerger of the Investment business into McDowell India Spirits Limited, the Company has by way of abundant caution, obtain extension of time for holding the Annual General Meeting of the Company up to November 30, 2006 from the Registrar of Companies-Karnataka, Bangalore. (As Per NSE Bulletin Dated on 07/08/2006) With reference to the Composite Scheme of Arrangement between Phipson Distillery Ltd, United Spirits Ltd, Herbertsons Ltd, Triumph Distillers & Vintners Pvt Ltd, Shaw Wallace Distilleries Ltd, Baramati Grape Industries Ltd, United Distillers India Ltd, McDowell International Brands Ltd, McDowell India Spirits Ltd and the Company, Mcdowell & Company Ltd has informed BSE that about the following: The scheme would be effective upon filing of the Orders of the Hon'ble High Courts of Karnataka and Bombay with the Registrar of Companies. The orders of the Hon'ble High Courts of Karnataka and Bombay have been received and filed by the concerned companies with the Registrar of Companies, Karnataka at Bangalore and the Registrar of Companies, Maharashtra, at Mumbai and Pune. The Scheme has therefore, become effective from October 05, 2006. Accordingly, the Demerger of the Investment Business of the Company into McDowell India Spirits Ltd takes effect from the opening hours of April 01, 2005 being the Demerger Appointed date and the amalgamation of Phipson Distillery Ltd, United Spirits Ltd, Herbertsons Ltd, Triumph Distillers & Vintners Pvt Ltd, Shaw Wallace Distilleries Ltd, Baramati Grape Industries Ltd, United Distillers India Ltd and McDowell International Brands Ltd with the Company takes effect from April 01, 2005 being the Merger Appointed Date. The transferor companies also stand dissolved without winding up. (As per BSE Announcement website dated on 06/10/2006) McDowell & Company Limited shall issue equity shares / preference shares to the shareholders of the Transferor Companies in the following ratio: a) 2 (Two) fully paid up eqiuty shares of Rs 10/- each of McD shall be issued and allotted for every 3 (Three) equity shares of Rs 10/- each held in HL (Herbertsons Limited); b) 83 (Eighty Three) fully paid up equity shares of Rs 10/- each of McD shall be issued and allotted for every 4 (Four) equity shares of Rs 10/- each held in TDV (Triumph Distillers & Vintners Private Limited); c) 31 (Thirty One) fully paid up equity shares of Rs 10/- each of McD shall be issued and allotted for every 20 (Twenty) equity shares of Rs 100/- each held in Baramati; d) 3 (Three) fully paid up equity shares of Rs 10/- each of McD shall be issued and allotted for every 100 (Hundred) equity shares of Rs 10/- each held in UDIL (United Distillers India Limited). e) 7 (Seven) fully paid up equity shares of Rs 10/- each of McD shall be issued and allotted for every 20 (Twenty) equity shares of Rs 10/- each held in SWDL (Shaw Wallace Distilleries Limited). In addition to above, as regards the preference shareholders of SWDL, following preference shares will be issued and allotted by McD to the preference shareholders: a) 1 (one) fully paid up 9% Non-Cumulative Non-Convertible Redeemable Preference Share of Rs.10/- each for every 1 (one) 9% Non-Cumulative Non-Convertible Redeemable Preference Share of Rs.10/- each held in SWDL. Further, the company has submitted to the Exchange a copy of resolution passed by the Committee of Directors. (As Per NSE Bulletin Dated on 09/10/2006) Mcdowell & Company Ltd has informed BSE the Composite Scheme of Arrangement between Phipson Distillery Ltd, United Spirits Ltd, Herbertsons Ltd, Triumph Distillers & Vintners Pvt Ltd, Shaw Wallace Distilleries Ltd, Baramati Grape Industries Ltd, United Distillers India Ltd, McDowell International Brands Ltd, McDowell India Spirits Ltd and the Company sanctioned by the Hon'ble High Courts of Karnataka and Bombay provided for change of name of the Company from "Mcdowell & Company Ltd" to "United Spirits Ltd" and that of "McDowell India Spirits Ltd" to "McDowell Holdings Ltd". Further the Company has informed that, the name of the Company has now been changed to "United spirits Ltd" w.e.f. October 17, 2006 and name of "McDowell India Spirits Ltd" has been Changed to "McDowell Holdings Ltd" w.e.f. October 17, 2006. (As per BSE Announcement website dated on 17/10/2006) Trading members of the Exchange are hereby informed that the under mentioned new securities of United Spirits Limited (Scrip Code: 532432, ISIN No. INE854D01016) are listed and permitted for trading on the Exchange with effect from Tuesday, December 12, 2006. 3,40,10,521*Equity Shares of Rs.10/- each issued to the shareholders of erstwhile M/s. Herbertsons Limited (HL), Triumph Distillers & Vintners Pvt. Ltd. (TDVPL), Baramati Grape Industries Limited (BGIL), United Distillers India Limited (UDIL) and Shaw Wallace Distilleries Limited (SWDL) pursuant to the scheme of amalgamation of the Company. Dist. Nos. 60471420 to 94481940 * These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that 77,23,328 equity shares issued pursuant to the scheme of amalgamation are under lock-in till December 14, 2009 and therefore these shares would not be good delivery in the market till then. The company has confirmed that these shares are issued in demat form for which necessary corporate action has been executed to have lock-in period marked in the depository's record. 3. As per Exchange Notice No. 20061011-41 dated October 11, 2006, the transferor company viz. HL had fixed October 27, 2006 as 'Record Date', for giving effect to the Scheme and accordingly, trading in the shares of the said transferor company was stopped with effect from October 18, 2006. 4. The brief particulars of the Scheme of Amalgamation are as mentioned below: a) The Scheme of Amalgamation of the company was approved by the Hon'ble High Courts of Karnataka and Bombay vide its Orders dated July 28, 2006, July 31 and August 7, 2006. b) Appointed Date: April 1, 2005 c) Effective Date: October 5, 2005 d) Date of Allotment: November 6, 2006 e) Exchange Ratio - For every 3 Equity Shares of Rs.10/- each held in erstwhile HL., 2 Equity shares of Rs.10/- each of the company have been issued. For every 4 Equity Shares of Rs.10/- each held in erstwhile TDVPL, 83 Equity shares of Rs.10/- each of the company have been issued. For every 20 Equity Share of Rs.100/- each held in erstwhile BGIL, 31 Equity shares of Rs.10/- each of the company have been issued. For every 100 equity shares of Rs.10/- each held in erstwhile UDIL, 3 Equity share of Rs.10/- each of the company has been issued. For every 20 equity shares of Rs.10/- each held in erstwhile SWDL, 7 Equity share of Rs.10/- each of the company has been issued. 5. The company's financial year ends on 31st March. (As per BSE Notice dated on 11/12/2006)