Board has considered and resolved to enter into a Scheme of Amalgamation ('Scheme') for amalgamation of Shilpa Organics Pvt Ltd ('SOPL' or the 'Transferor Company') (unlisted) with the Company ('Transferee Company') by issue of 1 (One) equity shares in the Transferee Company for every 3.18 shares held in the Transferor Company. The of shares to be allotted to the Shareholders of the Transferor Company in exchange was decided upon the advice and recommendation of Mahendra Kumbhat & Associates and P K Mutha & Co., (both being reputed chartered accountancy firms who have jointly earned out valuation of both the companies). A copy of the Scheme was prepared and tabled at the meeting for consideration. The members of the Board has considered and approved the Scheme. The Board of Directors has passed the resolution approving the Scheme unanimously. It is expected by the Company that theamalgamation will result in various benefits for the stakeholders, some of these are as follows : - Garner the benefits arising out of economies of scale and lower operating costs. - Pooling of the human talents in terms of manpower, management, administration and marketing to result in savings of costs and optimum utilization of assets. - Combined capital resources to result into increasing the leveraging capacity of the merged entity i.e. its capacity to borrow funds for business purposes. - Strengthening of financial position and marketing strategies. - Elimination of duplication of work in areas like Sales, Accounts, Company Law and Tax Assessments, common administrative services and will result in cost savings. - Facilitates technological development and integration of Research and development activities. - To compete globally with consolidated strength and diversified product range. - Mitigate the risks of varied business cycles for different products. - Improve the servicing of equity capital and enhance the shareholders value in the merged entity. The company has informed that the shareholders of the Company at the Court Convened Meeting held on December 30, 2005, have approved the Scheme for Amalgamation ('Scheme') of Shilpa Organics Pvt Ltd ('Transferor Company') with the Company ('Transferee Company'). (As per BSE Bulletin dated on 02/01/2006) The company has informed that the shareholders, secured creditors & unsecured creditors of the Company in their Court Convened Meeting held on December 30, 2005, have unanimously resolved to Amalgamate Shilpa Organics Pvt Ltd with the Company, as per the Scheme of Amalgamation. (As per BSE Bulletin dated on 06/01/2006) Shilpa Medicare Ltd has informed BSE that the Hon'ble High Court of Karnataka has passed Order dated March 27, 2008 approving the Scheme of Amalgamation of Shilpa Organics Pvt Ltd with the Company. (As per BSE Announcement Website dated on 17/04/2008) Shilpa Medicare Ltd has informed BSE that the Board of Directors of the Company at its meeting held on January 19, 2009, inter alia, has took on record the Decree passed by the High Court of Karnataka (copy delivered on January 17, 2009) transferring the assets of erstwhile Shilpa Organics Pvt Ltd (Transferor Company) to Shilpa Medicare Ltd (Transferee Company) and to allot the shares to the shareholders of Transferor Company in the ratio as approved in the scheme of amalgamation. Accordingly, the Board allotted 39,16,665 equity shares of Rs 2/- each of the Company to the shareholders, which had been shown as Share Capital Suspense in the books of Shilpa Medicare Ltd as on March 31, 2008. After the allotment of these shares the Paid-up Capital of the Company is Rs 4,40,48,330/-. (As Per BSE Announcement Website dated on 20.01.2009) Trading members of the Exchange are hereby informed that the under mentioned new securities of Shilpa Medicare Limited (Scrip Code: 530549, ISIN No: INE790G01023) are listed and permitted for trading on the Exchange with effect from Thursday, April 9,2009. Securities 39,16,665* Equity Shares of Rs.2/- each issued to the shareholders of erstwhile Shilpa Organics Private Limited (SOPL) pursuant to the Scheme of Amalgamation of the Company. Dist. Nos. 18107501 to 22024165 These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that 9,79,422 equity shares bearing distinctive nos.18107501 to 19086922 are under lock-in up to April 18, 2012 and 29,37,243 equity shares bearing distinctive nos.19086923 to 22024165 are under lock-in up to April 18, 2010 3. 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 Court of Karnataka vide its Order dated March 27, 2008 b) Appointed Date: April 01, 2005. c) Effective Date: April 26,2008. d) Date of Allotment: January 19, 2009. e) Exchange Ratio: For every 3.18 equity shares held in SOPL, 5 equity shares of Rs.2/-- each of the company have been issued. (As Per BSE Notice Dated on 08.04.2009)