Board has considered and approved the proposal for amalgamation of Reliance Capital Ventures Ltd (RCVL) with the Company. The proposed scheme of amalgamation envisages a share exchange ratio of 5 equity shares of the face value of Rs 10/- each of the Company, for every 100 equity shares of the face value of Rs 10/- each of RCVL (after the allotment of shares pursuant to the demerger of RIL). The share exchange ratio is based on the number of shares of the Company held by RCVL, and is as recommended by the leading international firm, KPMG. The shares of the Company held by RCVL will be cancelled under the proposed scheme of amalgamation. The fully diluted equity capital of the Company will remain at approximately Rs 2450 million. The benefits of the proposed scheme are: Direct shareholding of the Company by 23 lakh Reliance shareholders, leading to enhancement of their value Elimination of dual listing of the Company and RCVL Elimination of potential "holding company" discount through RCVL market price Increased liquidity for all the Company's shareholders Wider domestic and international shareholder base for the Company The proposed Scheme of Amalgamation is, inter alia, subject to the approvals of the Board of RCVL, the shareholders of the Company and RCVL, the stock exchanges, the High Court of Gujarat, the High Court of Judicature at Mumbai, and all other requisite permissions, sanctions and approvals. The company has informed that pursuant to the order of Hon'ble High Court of Judicature at Ahmedabad a meeting of Equity Shareholders of the Company will be held on April 25, 2006, for the purpose of considering and if thought fit, approving with or without modification, the Scheme of Amalgamation and Arrangement of Reliance Capital Ventures Ltd with the Company and their respective shareholders and creditors. EGM 25/04/2006 for approving the Scheme of Amalgamation and Arrangement of Reliance Capital Ventures Limited ("the Transferor Company" or "RCVL") with Reliance Capital Limited and their respective shareholders and creditors. (As per BSE Bulletin dated on 10/04/2006) Exchange that the shareholders of Reliance Capital Ltd (RCL), has on April 25, 2006 unanimously approved, the merger of Reliance Capital Ventures Ltd (RCVL) with RCL at a High Court Convened Meeting. A copy of press release dated April 25, 2006 titled "Reliance Capital Shareholders unanimously approve amalgamation of Reliance Capital Ventures - Swap Ratio at 5 shares of RCL for every 100 shares of RCVL - 23 lakh Reliance Shareholders to Benefit from direct holding in Reliance Capital - Elimination of Dual Listing of RCL and RCVL - RCL's fully diluted Equity Capital to remain at Rs.245 crore". (As per NSE Bulletin dated on 26/04/2006) Reliance Capital Limited has informed the Exchange that the Hon'ble High Court of Gujarat at Ahmedabad has approved the Scheme of amalgamation and arrangement of Reliance Capital Ventures Limited with the Company. (As per NSE Bulletin dated on 23/06/2006) Reliance Capital Limited has informed the Exchange that :- 1) The High Court of Gujarat at Ahmedabad vide its order dated June 22, 2006 and the High Court of Judicature at Bombay vide its order dated June 23, 2006 sanctioned the Scheme of Amalgamation and Arrangement between Reliance Capital Ventures Limited (the "Transferor Company"), Reliance Capital Limited (the "Transferee Company") and their respective Shareholders and Creditors ("Scheme"). 2) Upon filing of the said orders with the Registrar of Companies, Gujarat, Ahmedabad, the Scheme has become effective on July 17, 2006. 3) In accordance with the Scheme, Reliance Capital Limited (RCL) is required to issue and allot its fully paid up Equity Shares of Rs.10 (Rupees ten) each, in the ratio of 5 (five) Equity Shares of RCL for every 100 (One Hundred) equity shares of the face value of Rs.10 (Rupees ten) each held by the shareholders in Reliance Capital Ventures Limited (RCAPVL). 4) The Register of Members (equity shareholders) and transfer book of RCAPVL will be closed from August 01, 2006 to August 05, 2006 (both days inclusive) for the purpose of determining the persons who will be entitled to the Equity Shares to be issued and allotted by RCL in the aforesaid ratio, in terms of the Scheme. 5) The Equity Shares so allotted, shall be entitled for full dividend, if any, declared by RCL for the financial year 2006-2007. 6) The equity share certificates of RCAPVL will not be called back for exchange with RCL's shares and the equity share certificates issued by RCAPVL will cease to be tradeable or negotiable on and from the commencement of the said book closure or such other earlier date as may be fixed by the Stock Exchange in this regard. 7) On and from the close of the above period of Book Closure, shares of RCAPVL shall cease to be listed and shall automatically stand cancelled pursuant to the dissolution without winding up of RCAPVL in accordance with the Scheme. (As Per NSE Bulletin Dated on 18/07/2006) Reliance Capital Ltd has informed BSE that the Committee of Directors of the Company at its meeting held on August 07, 2006, has allotted 6,11,56,521 equity shares of Rs 10/- each to the shareholders of the erstwhile Reliance Capital Ventures Ltd (RCVL), in terms of the Scheme of Amalgamation and Arrangement between RCVL and the Company, and their respective shareholders and creditors ("Scheme"), as sanctioned by the High Court of Gujarat at Ahmedabad and the High Court of Judicature at Bombay, vide order dated June 22, 2006 and June 23, 2006 respectively. The aforesaid shares were allotted to over 13.62 lakhs shareholders in the ratio of 5 equity shares of the Company for every 100 equity shares of RCVL, who held shares as on August 05, 2006 (being the book closure from August 01, 2006 to August 05, 2006). The above equity shares shall rank pari passu in all respects with the existing equity shares of the Company and shall be entitled for full dividend, if any, to be declared for the financial year 2006-07. In terms of the Scheme, 6,00,89,966 equity shares of Rs 10/- each held by RCVL in the Company stand extinguished and the equity share capital of the Company after implementation of the Scheme is 22,39,32,800 equity shares of Rs 10/- each. Further the Company has informed that, no fractional shares have been allotted. All fractional shares have been consolidated and allotted to the Trustees, who shall sell the same and pay the net proceeds to the Company for distribution to the Members in proportion to their respective fractional entitlements. (As per BSE Bulletin dated on 07/08/2006) Reliance Capital Limited has informed the Exchange that the Committee of Directors of the company at its meeting held on August 7,2006, has allotted 6,11,56,521 equity shares of Rs.10/- each to the shareholders of the erstwhile Reliance Capital Ventures Limited (RCVL), in terms of the Scheme of Amalgamation and Arrangement between RCVL and Reliance Capital Limited (RCL), and their respective shareholders and creditors ("Scheme"), as sanctioned by the High Court of Gujarat at Ahmedabad and the High Court of Judicature at Bombay, vide order dated June 22,2006 and June 23,2006 respectively. The aforesaid shares were allotted to over 13.62 lakhs shareholders in the ratio of 5 (five) equity shares of the Company for every 100 (Hundred) equity shares of RCVL, who held shares as on August 05,2006 (being the book closure from August 01,2006 to August 05,2006). The Share Certificates to allottees holding shares in certificated form are being dispatched. However, the electronic credit of shares to allottees holding shares in electronic form will be effected immediately upon receipt of approval from the Stock Exchanges/Depositories. The above equity shares shall rank pari passu in all respects with the existing equity shares of the Company and shall be entitled for full dividend, if any, to be declared for the financial year 2006-07. Further, in terms of the Scheme, 6,00,89,966 equity shares of Rs.10/- each held by RCVL in the company stand extinguished and the equity share capital of the Company after implementation of the Scheme is 22,39,32,800 equity shares of Rs.10/- each. No fractional shares have been allotted. All fractional shares have been consolidated and allotted to the Trustees, who shall sell the same and pay the net proceeds to the Company for distribution to the members in proportion to their respective fractional entitlements. (As Per NSE Bulletin Dated on 08/08/2006) Trading members of the Exchange are hereby informed that the under mentioned new securities of Reliance Capital Limited (Scrip Code: 500111, ISIN No: INE013A01015) are listed and permitted for trading on the Exchange with effect from Tuesday, August 29, 2006. Securities 6,11,56,521 *Equity Shares of Rs.10/- each issued to shareholders of erstwhile Reliance Capital Ventures Limited (RCVL) pursuant to the Scheme of Amalgamation of the Company. Dist. Nos. 224210452 to 285366972 * These shares are ranking pari-passu with the old equity shares of the company. 2. 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 Gujarat and Bombay vide their orders dated June 22, 2006 and June 23, 2006 respectively. b) Appointed Date: July 17, 2006. c) Effective Date: July 17, 2006. d) Date of Allotment: August 07, 2006 e) Exchange Ratio - For every 100 equity shares of Rs.10/- each held in erstwhile Reliance Capital Ventures Limited, 5 equity shares of Rs.10/- each of the company have been issued. f) The Company has also cancelled 6,00,89,966 Equity shares of Rs. 10 each fully paid up held by the transferor company, RCVL on account of cross holding in Reliance Capital Limited. 3. Post amalgamation the issued and paid up capital of the Company is Rs.22393.2800 lacs. 4. As per Exchange Notice No. 20060719-28 dated July 19, 2006, the transferor company viz. Reliance Capital Ventures Limited had fixed 'Book Closure Date' from August 01, 2006 to August 05, 2006 for giving effect to the Scheme and accordingly, trading in the shares of the said transferor company was stopped with effect from July 25, 2006. 5. The company's financial year ends on 31st March. (As per BSE Notice dated on 28/08/2006)