Gujarat Gas Company Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 24, 2014, inter alia, have granted its in-principle approval to the proposed consolidation by way of amalgamation of the Company with GSPC Distribution Networks Limited ('GDNL'), GSPC Gas Limited (SPC Gas'), Gujarat Gas Financial Services Limited ('GFSL') and Gujarat Gas Trading Company Limited (TCL'), viz., the companies involved in City Gas Distribution business by way of proposed amalgamation and has also approved the appointment of following in this regard: 1. KPMG (India) as advisors for conceptualization and implementation of the proposed scheme of amalgamation 2. M/s. SSPA & Co., Chartered Accountants, as independent valuers for determining the swap ratio for the proposed amalgamation 3. M/s. Saurabh N. Soparkar, a senior advocate to represent the companies before the jurisdictional High Court and other concerned authorities for the purpose of the proposed amalgamation Based on advisor's recommendations as appointed above, the Board will give approval to the final consolidation plan. It is further informed that as per the provisions of the Code of Conduct for Prevention of Insider Trading of the Company, the Trading Window for transactions in the equity shares of the Company has been closed from February 25, 2014 till the expiry of twenty four hours from the date of announcement to the stock exchanges of the decision of the Board of Directors of the Company for the proposed amalgamation. (As per BSE Announcement dated on 24.02.2014) Gujarat Gas Company Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 21, 2014, has considered and approved the amalgamation and arrangement between the Company, Gujarat Gas Financial Services Limited ('GFSL'), Gujarat Gas Trading Company Limited ('GTCL'), GSPC Gas Company Limited ('GSPC Gas') and GSPC Distribution Networks Limited ('GDNL') through a High Court approved Composite Scheme of Amalgamation and Arrangement under Sections 391-394 read with Sections 100-103 and other applicable provisions of the Companies Act, 1956 and notified sections of Companies Act, 2013 ('the Scheme'). The salient features of the Scheme are as follows: i. The Company, GFSL, GTCL, and GSPC Gas would be amalgamated with GDNL; ii. All assets and liabilities of the Company, GFSL, GTCL and GSPC Gas ('Transferor Companies') would be transferred to GDNL; iii. The Appointed Date of the Scheme would be April 01, 2013; iv. In consideration of the amalgamation, GDNL to issue and allot the shares as per the following swap ratio: a. 1 (one) equity share of Rs.10/- each, credited as fully-paid up of GDNL, for every 1 (one) equity share of Rs. 2/- each held by equity shareholders of the GGCL; b. 1 (one) equity share of Rs.10/- each, credited as fully-paid up of GDNL, for every 1 (one) equity share of Rs. 10/- each held by equity shareholders of GFSL; c. 81 (eighty one) equity shares of Rs. 10/- each, credited as fully-paid up of GDNL, for every 76 (seventy six) equity shares of Rs. 10/- each held by equity shareholders of GSPC Gas; d. GSPC Gas holds 44.45% of the total issued, subscribed and paid-up share capital of GDNL which shall get extinguished; e. The Company holds 69.88% and 100% of the total issued, subscribed and paid-up share capital of GFSL and GTCL respectively. Since the Company, GFSL and GTCL are the transferor companies, the shares held by the Company in GFSL and GTCL shall get extinguished. Accordingly, no new shares of GDNL shall be issued in lieu of such shares getting extinguished. v. SBI Capital Markets Limited has issued a fairness opinion on the swap ratio recommended by SSPA & Co. vi. Currently, GSPC Gas, GSPL and GSFC holds 44.45%, 38.89% and 16.66% paid up capital of GDNL respectively. Further, the existing Issued, Subscribed and Paid up Capital of GDNL to be reduced. vii. The Scheme will be filed with the Stock Exchanges where the shares of the Company are listed as per SEBI Circular dated February 04, 2013 and May 21, 2013 for receiving their comments to the Scheme. The Scheme is subject to other necessary statutory approvals, including sanction of the Hon'ble High Court of Gujarat. Gujarat Gas Company Ltd has submitted to BSE a copy of advertisement for Notice of Hearing of Petition for approval of the Composite Scheme of Amalgamation and arrangement published in the Newspapers. The above is in the matter of the proposed Composite Scheme of Arrangement in the nature of amalgamation of GSPC Gas Company Limited, Gujarat Gas Company Limited, Gujarat Gas Financial Services Limited and Gujarat Gas Trading Company Limited with GSPC Distribution Networks Limited and Restructuring of share capital of GSPC Distribution Networks Limited. (As per BSE Announcement dated on 05.02.2015) Gujarat Gas Company Ltd has informed BSE that the Honorable High Court of Gujarat at Ahmedabad, in its hearing on March 30, 2015, has sanctioned the Composite Scheme of Arrangement in nature of amalgamation of GSPC Gas Company Limited, Gujarat Gas Company Limited, Gujarat Gas Financial Services Limited and GujaratGas Trading Company Limited with GSPC Distribution Networks Limited and Restructuring of share capital of GSPC Distribution Networks Limited (the 'Scheme') under Sections 391 to 394 read with Section 100 to 103 and other applicable provisions of the Companies Act, 1956. The Company has received the oral order and awaits the written order. (As per BSE Announcement dated on 31.3.2015) With reference to the earlier letter dated March 31, 2015 intimating therein about the oral order passed by the Honorable High Court of Gujarat at Ahmedabad, sanctioning the Composite Scheme of Arrangement in nature of amalgamation of GSPC Gas Company Limited, Gujarat Gas Company Limited, Gujarat Gas Financial Services Limited and GujaratGas Trading Company Limited with GSPC Distribution Networks Limited and Restructuring of share capital of GSPC Distribution Networks Limited (the 'Scheme') under Sections 391 to 394 read with Section 100 to 103 and other applicable provisions of the Companies Act, 1956. Gujarat Gas Company Ltd has now informed BSE that the Company has received the written order from the Hon'ble High Court in the above matter. (As per BSE Announcement dated on 22.04.2015) Gujarat Gas Company Ltd has informed BSE that the following: 1. On May 14, 2015, the Company has filed with the Registrar of Companies, Ahmedabad, in E- form INC -28, the Order of the Honorable High Court of Gujarat at Ahmedabad, sanctioning the Composite Scheme of Arrangement in nature of amalgamation of GSPC Gas Company Limited, Gujarat Gas Company Limited, Gujarat Gas Financial Services Limited and GujaratGas Trading Company Limited with GSPC Distribution Networks Limited and Restructuring of share capital of GSPC Distribution Networks Limited (the 'Scheme') under Sections 391 to 394 read with Section 100 to 103 and other applicable provisions of the Companies Act, 1956. With the above stated filing, the merger of Gujarat Gas Company Limited along with other Transferor Companies, in to GSPC Distributions Networks Limited (GDNL), the transferee/surviving entity, has been consummated. (As Per BSE Announcement Dated on 16.05.2015) Gujarat Gas Limited (formerly known as GSPC Distribution Networks Limited) has informed BSE that it has fixed Record Date as May 28, 2015 for the purpose of determining the names of the shareholders of Gujarat Gas Company Limited the erstwhile Gujarat Gas Financial Services Limited and erstwhile GSPC Gas Company Limited, who would be entitled to receive equity shares of Gujarat Gas Limited (formerly known as GSPC Distribution Networks Limited) for their equity shares held, pursuant to the Scheme . (As Per BSE Announcement Dated on 19.05.2015) SUB. : - Scheme of Amalgamation of Gujarat Gas Company Ltd. (Scrip Code 523477). Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation of Gujarat Gas Company Limited with Gujarat Gas Limited as approved by the Hon'ble High Court of Gujarat at Ahmedabad, Gujarat Gas Limited has fixed a Record Date to determine the entitlement of shareholders of Gujarat Gas Company Ltd. to the equity shares of Gujarat Gas Limited. Trading Members are advised not to deal in the equity shares of Gujarat Gas Company Ltd. with effect from the under mentioned date. COMPANY NAME CODE Gujarat Gas Company Ltd. (523477; 623477) RECORD DATE 28/05/2015 PURPOSE The Scheme of Amalgamation: - Amalgamation of Gujarat Gas Company Ltd. with Gujarat Gas Limited. Upon the Scheme becoming effective, in consideration of transfer and vesting of the Undertaking of Gujarat Gas Company Ltd. in Gujarat Gas Limited, Gujarat Gas Limited shall issue and allot shares to all the shareholders of Gujarat Gas Company Ltd. in the following share exchange ratio: 1 (ONE) equity share of Rs. 10/- each of Gujarat Gas Ltd. for every 1 (ONE) equity share of Rs. 10/- each held in Gujarat Gas Company Ltd. NO DEALINGS FROM 27/05/2015 DR-039/2015-2016 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 20.05.2015)