Dishman Pharmaceuticals and Chemicals Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 24, 2016, has considered and approved the following proposal amongst Dishman Pharmaceuticals and Chemicals Limited, Dishman Care Limited ('DCL') and Carbogen Amcis (India) Limited ('GAIL') with effect from January 1, 2015: (a) Slump Sale of the Effluent Treatment Plants Undertaking ('ETP Undertaking') from the Company to CAIL, a wholly owned subsidiary of the Company, as a going concern, together with all its properties, assets, liabilities, rights, benefits and interest therein, without assigning value to individual assets and liabilities; ('Slump Sale'); (b) Amalgamation of DCL, a wholly owned subsidiary of the Company with the Company and; (c) Followed by amalgamation of the Company with CAIL, (d) Change in name of 'Carbogen Amcis (India) Limited' to 'Dishman Carbogen Amcis Limited' in terms of a draft Scheme of Arrangement and Amalgamation tabled before the Board under Sections 391-394, read with Section 100 of the Companies Act, 1956 or under Section 230-234 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 1956 and/or Companies Act, 2013 ('Scheme') . The Board of Directors of DCL and CAIL also have in their Board meeting on February 24, 2016 approved the said Scheme. The Scheme shall be subject to the approval of the shareholders and the Hon'ble High Court of Gujarat and other authorities as may be required under applicable law. 1. The Company, together with its overseas subsidiaries, provides contract research and manufacturing services to the pharmaceutical industry worldwide. It offers contract services, including process research and active pharmaceutical ingredients (APIs) supply to support early phase clinical trials; process development and optimization; cGMP manufacture; and commercial supply services. The Company also manufactures and markets bulk drugs, intermediates, quaternary ammonium compounds (Quats), specialty chemicals, and traded goods. CAIL is engaged in research and development, including regulatory filings of certain pharmaceutical molecules for some of the overseas subsidiaries of the Company. DCL is engaged in market research, business development and marketing of disinfectant products to be manufactured by the Company. 2. The following consideration is proposed to be discharged under the Scheme ; (a) Slump Sale - The total consideration for the transfer of the ETP Undertaking shall be Rs. 15 Crores. (b) Amalgamation of DCL with the Company - No shares shall be required to be issued in respect of the equity shares held by the Company in DCL. Upon amalgamation, equity shares of DCL held by DPCL shall be deemed to be cancelled and shall stand extinguished without consideration (c) Amalgamation of the Company with CAIL - Shareholders of DPCL shall be issued 1 (One) fully paid up equity share of the face value of INR 2/- each of CAIL, for every 1 (One) fully paid up equity share of the face value of INR 2/- each held in DPCL. Pursuant to amalgamation, the shareholding of CAIL shall be the mirror image of the shareholding of the Company. Upon amalgamation, equity shares of CAIL held by DPCL shall be deemed to be cancelled. The Company shall stand dissolved without winding up pursuant to the Scheme. 3. The consideration and Share Exchange Ratio mentioned above has been arrived at based on the valuation report prepared by Sharp & Tannan, an Independent Chartered Accountant, and confirmed by a fairness opinion prepared by Centrum Capital Limited, an Independent Merchant Banker, submitted to the Audit Committee and presented to the Board at its meeting. 4. The Scheme will, amongst others provide a high level of synergistic integration, better operational management and provide value addition. It would re-emphasise the strategy of 'One Company, Two Brands' with both 'Dishman' and 'Carbogen Amcis' brands being reflected in the trade name of one company. Synergies arising out of consolidation of business will lead to enhancement of net worth of the combined business and reflection of true net-worth in the financial statements improved alignment of debt and enhancement in earnings and cash flow. 5. The draft Scheme has been recommended by the Audit Committee of the Company, at its meeting held on February 24, 2016, taking into consideration, inter alia, the valuation report. 6. The Scheme is between the Company and its wholly owned subsidiaries CAIL and DCL, being related parties of the Company. The consideration payable pursuant to the Scheme is as per the recommendation of an independent valuer's valuation report. A fairness opinion from a merchant banker is also obtained. 7. The equity shares of CAIL are proposed to be listed on BSE Ltd. and National Stock Exchange of India Limited (collective referred to as 'Stock Exchanges'). As part of the Scheme, the name of Carbogen Amcis (India) Limited will be changed to Dishman Carbogen Amcis Limited. 8. The Scheme will be filed with the Stock Exchanges where the shares of the Company are listed for receiving their comments to the Scheme and shall be submitted for sanction to the Hon'ble High Court of Judicature of Gujarat. 9. In terms of the code of insider trading of Company framed under the SEBI (Prohibition of Insider Trading) Regulations 2015, the trading window of the Company was closed from February 16, 2016 and will open on February 29, 2016. Dishman Pharmaceuticals and Chemicals Ltd has informed BSE that the Hon'ble High Court of Gujarat has passed the Order sanctioning the Scheme of Arrangement and Amalgamation amongst Dishman Pharmaceuticals and Chemicals Ltd., Carbogen Amcis (India) Limited and Dishman Care Limited and their respective Shareholders & Creditors ('Scheme') on December 16, 2016, which is made available on the website of Hon'ble High Court of Gujarat on December 19, 2016 (copy of the same is enclosed herewith). The Company is awaiting the receipt of the certified copy of the order from the Hon'ble High Court of Gujarat. The Scheme will come into effect upon filling certified true copy of order with the Registrar of Companies) Gujarat. (As Per BSE Announcement Dated on 19.12.2016) The Company has filed the Certified Copy of Order of Hon'ble High Court of Gujarat, sanctioning the Scheme of Arrangement and Amalgamation amongst Dishman Pharmaceuticals and Chemicals Ltd., Carbogen Amcis (India) Limited and Dishman Care Limited and their respective Shareholders & Creditors, with the Registrar of Companies, Gujarat, Dadra and Nagar Haveli at Ahmedabad on today i.e. 17th March, 2017 and accordingly the Scheme has become effective from 17th March, 2017 with Appointed Date being 1st January, 2015. (As Per BSE Announcement Dated on 17.03.2017) In terms of our letter dated 17th March, 2017, you are aware that Scheme of Arrangement and Amalgamation amongst Dishman Pharmaceuticals and Chemicals Ltd. ('DPCL'), Carbogen Amcis (India) Limited ('CAIL') and Dishman Care Limited ('DCL') has become effective from the date of filing of certified copy of the said order with the Office of Registrar of Companies, Gujarat i.e. w.e.f. 17th March, 2017. This is to further inform you that in terms of the said Scheme, the name of Transferee Company i.e. Carbogen Amcis (India) Ltd. has been changed to 'Dishman Carbogen Amcis Ltd.' w.e.f. today 27th March, 2017 vide a fresh certificate of Incorporation upon change of name issued by the Office of the Registrar of Companies, Gujarat. (As Per BSE Announcement Dated on 27.03.2017) Pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Committee of Board of Directors of amalgamated entity i.e. DISHMAN CARBOGEN AMCIS LIMITED ('DCAL') [formerly known as Carbogen Amcis (India) Ltd.], in its meeting held today, has fixed 31st May, 2017 as the Record Date for the purpose of deciding the members who shall be eligible for allotment of equity shares of the amalgamated entity, Dishman Carbogen Amcis Limited to the shareholders of erstwhile Dishman Pharmaceuticals and Chemicals Limited ('DPCL') in the ratio of 1:1 i.e. Share Exchange Ratio [1 (One) fully paid-up Equity Share of Rs.2/- (Rupees Two only) each of DCAL, for every 1 (One) fully paid-up Equity Share of Rs.2/- (Rupees Two only) each held by such shareholder in DPCL], fixed under the Scheme of Arrangement and Amalgamation approved by the Hon'ble High Court of Gujarat. (As Per BSE Announcement Dated on 19.05.2017) Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation as sanctioned by the Hon'ble High Court of Gujarat between Dishman Pharmaceuticals and Chemicals Ltd. with Dishman Carbogen Amcis Limited, Dishman Carbogen Amcis Limited has intimated the Record Date to determine the entitlement of shareholders of Dishman Pharmaceuticals and Chemicals Ltd. to equity shares of Dishman Carbogen Amcis Limited. Trading Members are advised not to deal in the equity shares of Dishman Pharmaceuticals and Chemicals Ltd with effect from the under mentioned date: COMPANY NAME CODE Dishman Pharmaceuticals and Chemicals Ltd (532526) RECORD DATE 31/05/2017 PURPOSE The Scheme of Amalgamation: - Upon the Scheme becoming effective and in consideration of the Amalgamation of Dishman Pharmaceuticals and Chemicals Ltd. into Dishman Carbogen Amcis Limited, Dishman Carbogen Amcis Limited shall issue and allot Equity Shares to the shareholders of Dishman Pharmaceuticals and Chemicals Ltd. in the following share exchange ratio: '01 equity share of Dishman Carbogen Amcis Limited for every 01 equity Share held in Dishman Pharmaceuticals and Chemicals Ltd'. NO DEALINGS FROM 30/05/2017 DR-041/2017-2018 Trading Members of the Exchange are requested to take note of the above. (As Per BSE Notice Dated on 22.05.2017) We hereby inform you that the Management Committee of Board of Directors of Dishman Carbogen Amcis Ltd., vide resolution passed in their meeting held on today i.e. on 6th June, 2017, have issued and allotted 16,13,94,272 equity shares of Rs.2/- each, as fully paid-up equity shares to the shareholders of Dishman Pharmaceuticals and Chemicals Limited in the ratio of 1 share of Dishman Carbogen Amcis Limited for every 1 share held in Dishman Pharmaceuticals and Chemicals Limited to those shareholders whose names appear in the Register of Members / List of Beneficial owners as on the Record Date i.e. on 31st May, 2017 pursuant to the Scheme of Arrangement and Amalgamation amongst Dishman Pharmaceuticals and Chemicals Ltd., Carbogen Amcis (India) Limited and Dishman Care Limited duly approved by the Hon'ble High Court of Gujarat vide its order dated 16th December, 2016. (As Per BSE Announcement Dated on 06.06.2017) We are pleased to inform to the Investors that the Company, Dishman Carbogen Amcis Limited, has received Listing and Trading Approval for 161394272 Equity Shares of Rs.2/- each of the Company through Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 route for commencement of Trading of shares effective from Thursday, September 21, 2017 from both the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Ltd. vide their letter No. DCS/AMAL/TP/SV/5437/2017-18 dated 19th September, 2017 and NSE/LIST/19858 dated 19th September, 2017 respectively. Further in terms of SEBI circular No. CIR/MRD/DP/02/2012 dated January 20, 2012; the scrip will be in Trade-for-Trade segment for 10 trading days. (As per BSE Announcement date on 20/09/2017)