The company has informed that upon considering the proposal made to the Board of Directors on the restructuring options available to the company, the Board of Directors at their meeting held on December 08, 2003, have decided that the current structure of the company and various businesses undertaken need to be synergised with the business operations of Eicher Motors Ltd., subject to requisite approvals The Board of Directors have considered and approved a Scheme of Arrangement as under: 1. The 'Automobile undertaking' of the company comprising businesses relating to tractors, two wheelers, gears and engines, to be de-merged into Eicher Motors Ltd (EML). The additional shares to be issued in Eicher Motors Ltd (the Resulting Company), for the demerged undertaking, shall be issued in the ratio of 2 equity shares of EML for every 5 equity shares of the company, as determined by the valuation reports submitted by Ernst & Young Pvt. Ltd. and N M Raiji & Co., Chartered Accountants and as agreed to by the Board of Directors. 2. The Board of Directors have further agreed to amalgamate Malbros Investments Ltd (Malbros), a wholly owned subsidiary of the company engaged in the business of finance and investment activities, with the company after the demerger is effected, thereby combining the Investments businesses in the company. Pursuant to the merger of Malbros with the company, the 16,67,500 equity shares held by Malbros in the company will get cancelled and accordingly the share capital of the company will be 18,56,93,740 divided into 1,85,69,374 equity shares of Rs.10 each fully paid up. 3.The Issued, Subscribed and Paid up capital of the company shall be reorganized from Rs.18,56,93,740 divided into 1,85,69,374 equity shares of Rs.10 each fully paid up to Rs.11,14,16,240 divided into 1,11,41,624 equity shares of Rs.10 each fully paid up as follows: a) The reorganization shall be effected in the first instant, by cancelling Rs 4 of every equity shares of Rs.10 fully paid up i.e. Issued, Subscribed and Paid up capital Rs.18,56,93,740 divided into 1,85,69,374 equity share of Rs.10 each fully paid up shall be reorganized to Rs.11,14,16,244 dividend into 1,85,69,374 equity shares of Rs.6 each fully paid up. b) After the aforesaid reorganization, the revised Issued, Subscribed and Paid up share capital of the company of Rs.11,14,16,244 divided into 1,85,69,374 equity shares of Rs.6 each fully paid up shall be consolidated into 1,11,41,624 equity shares of Rs.10 each fully paid. 4 The appointed date for the aforesaid Scheme of Arrangement is April 01, 2003. Eicher Ltd. has informed the Exchange that the Hon'ble High Court of Delhi at New Delhi has directed that a meeting of the EquityShareholders, Unsecured Creditors and Secured Creditors of Eicher Limited will be held on March 20, 2004, for the purpose of considering and approving with or without modification the arrangement embodied in the Composite Scheme of Arrangement between Eicher Limited and Eicher Motors Limited and Malbros Investments Limited and their respective shareholders. The Company has further informed the Exchange that an EGM of the Company will be held on March 20, 2004 to transact the following business : i) To obtain consent of the member for alteration of the Articles of Association of the Company; ii) The balance in the Share Premium Account of Rs.26.21 crores and Capital Redemption Reserve Account of Rs.1.28 crores be utilized (through Capital Reorganisation Account) to adjust the difference arising upon the demerger of the Automobile Undertaking (as defined in clause 1.3 of the Scheme of Arrangement) of the Company to Eicher Motors Limited pursuant to the Composite Scheme of Arrangement; iii) To obtain consent of the member to delist the Company's equity shares from the Stock Exchanges at Ahmedabad, Bangalore, Calcutta, Madras and Delhi. The company shall continue to list its securities at BSE and NSE. (As per NSE Bulletin dated on 11/03/2004) In the EGM of the Company held on 20.03.2004 the shareholders & creditors have approved , with requisite majority,the Composite Scheme of Arrangement between the company , Eicher Motors Ltd and Malbros Investment Ltd. The shareholders have also passed the resolutions approving reorganization and reduction in the capital of the company and delisting of the securities from the Ahmedabad, Bangalore, Calcutta , Madras and Delhi Stock Exchanges. In the EGM of the Company held on 20.03.2004 the shareholders & creditors have approved , with requisite majority,the Composite Scheme of Arrangement between the company , Eicher Motors Ltd and Malbros Investment Ltd. The shareholders have also passed the resolutions approving reorganization and reduction in the capital of the company and delisting of the securities from the Ahmedabad, Bangalore, Calcutta , Madras and Delhi Stock Exchanges. (As per BSE Bulletin dated on 24/03/2004) Members of the Exchange are hereby informed that, Eicher Ltd. has fixed the BookClosure for the purpose of Scheme of Arrangement and Reorganisation of Share Capital.Members of the Exchange are hereby advised not to deal in the securities of the company with effect from the below mentioned date. TO As per the Scheme Of Arrangement : Two fully paid up equity shares of Rs.10/- each of Eicher Motor Ltd. will be issued for every FIVE existing equity shares of Rs.10/- each held in the company, prior to reorganisation of capital. AND Reorganisaion of Share Capital as under: Cancellation of Rs.4/- of every equity share of Rs.10/- each i.e.1,85,69,374 equity shares of Rs.10/- each will be reorganised to 1,85,69,374 equity shares of Rs.6/- each. AND Consolidation of 1,85,69,374 equity shares of Rs.6/- each fully paid up into 1,11,41,624 equity shares of Rs.10/- each fully paid up. AND Dividend No Dealing From 31/08/2004 (As per BSE Notice dated on 24/08/2004) Eicher Ltd. has informed the Exchange that the High Courts of Delhi and Madhya Pradesh, Indore Branch have approved the Scheme of Arrangement between Eicher Limited, Eicher Motors Limited and Malbros Investments Limited vide their orders dated July 13, 2004, July 26, 2004 and August 2, 2004 respectively. The orders have been filed with respective Registrars of Companies at Delhi and Madhya Pradesh. The aforesaid scheme provides for: [1] 'Automobile Undertaking' of the Company comprising businesses relating to tractors, two wheelers, gears and engines to be de-merged into Eicher Motors Limited. [2] Amalgamation of Malbros Investments Limited [Malbros], a wholly owned subsidiary of the Company with the Company after the aforesaid demerger is effected. [3] The appointed date for the aforesaid scheme is April 1, 2003. [4] Subsequent to demerger and amalgamation of Malbros Investments Ltd. the issued, subscribed and paid-up capital of the Company shall be reorganized to Rs.111416240 divided into 11141624 equity shares of Rs.10 each fully paidup. Members of the Exchange are hereby informed that the under-mentioned equity shares of Eicher Ltd. are listed and permitted for trading with effect from Monday, the November 1, 2004. Name of the Company:Eicher Limited Registered Office:Eicher House, 12, Commercial Complex, Greater Kailash-II( MasjidMoth), New Delhi- 110 048 Securities: 1,85,69,374 Equity Shares of Rs. 10 /- each fully paid-up pursuant to consolidation of 1,11,41,624 equity shares of Rs. 6/- each. (16,67,500 equity shares have been cancelled pursuant to the Amalgamation of wholly owned subsidiary, M/s. Malbros Investments Limited with the company) Distinctive numbers:2,02,36,875 to 3,13,78,498 Scrip Code:531835 Group:B1 Market Lot:1 Share Scrip ID on BOLT System:EICHERLTD Abbreviated name on BOLT System:EICHER LTD ISIN No.:INE065A01023 2. Members may note that the equity shares in dematerialised form after the reduction of share capital has been credited in the new ISIN No. INE065A01023. Henceforth, members should deal in the new ISIN No. INE065A01023 only and not to deal in the old ISIN No. INE065A01015. Trades affected in the scrip will be in a unit market lot, i.e., one share in the Rolling Settlement. 3. The 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 Delhi, Madhya Pradesh and Indore vide its order dated 13th July 2004 ( further amended vide order dated 26th July 2004) and 2nd August 2004 respectively.. b) The appointed date : 1st April, 2003 c) Date of Allotment: 16th September 2004. d) Pursuant to the Scheme of arrangement: the company demerged its automobile division to Eicher Motor Limited , as consideration, Two fully paid up equity shares of Rs.10 each of Eicher Motor Limited, will be issued for every Five existing equity shares of Rs.10 each held in the company, prior to reorganization of capital. e)M/s Malbros Investments Limited, a wholly owned subsidiary of Eicher Limited is merged with the company, pursuant to which, cross holding of 16,67,500 equity shares is cancelled. f)Further there is a reduction of Rs. 4 of every share of Rs. 10 each i.e 1,85,69,374 equity shares of RS.10 each will be reorganized as 1,85,69,374 equity shares of Rs.6 each. And 1,85,69,374 equity shares of RS.6 each fully paid are consolidated in 1,11,41,624 equity shares of Rs.10 each fully paid. g)The issued, subscribed and paid-up equity capital of the Company post Scheme of Arrangement is Rs.1114.16 lacs divided into 1,11,41,624 equity shares of Rs.10/- each fully paid-up. 4. As per Exchange Notice No. No.20040824-19 dated 24th August, 2004, the company had fixed 6th September 2004 to 13th September2004 as "Book Closure", for giving effect to the Scheme of Arrangement and accordingly dealing in the abovementioned securities of the company was stopped with effect from 31st August 2004. 5. Members may also note that in respect of shares held in physical form, the company has issued new share certificates without surrender of the old equity shares certificates of the company and accordingly the old share certificates shall stand cancelled. 6. Members of the Exchange are informed that the Equity Share certificates in physical form bearing the undermentioned distinctive numbers of the company as stated alongside shall be good/bad delivery in the market. Sr. Name of the company Distinctive Date Good/ No. appearing on the share Numbers of Bad certificate Issue Delivery 1 Eicher Limited 1 to Before 2,02,36,874 Book Closure Bad 2 Eicher Limited 2,02,36,875 toAfter 3,13,78,498 Book Closure Good Hence, members should take due care and abundant caution while dealing/receiving/delivering these shares of the company from/to the market. 7. The share transfer documents should be sent to the Share Transfer Agents & Registrar of the company at the address mentioned below : MCS Limited, W-40, Okhla Industrial Area, Phase-II, New Delhi- 110 020. 8. The Company's Financial Year ends on 31st March. (As per BSE Notice dated on 28/10/2004) The company has informed that regarding variation in the results - financial results for respective quarter with audited results for the financial year i.e. the sum total of all the quarters in the financial year 2004-2005 in respect of net sales and net profit furnished varies by 20 percent when compared with the audited results for the full year ended March 31, 2005 submitted by the Company. In this regard it is submitted that: 1. The variation in result has been due to demerger of the Company whereby Automobile Undertaking consisting of tractors, two-wheelers, Engines and Gear Business of the Company were demerged into Eicher Motors Ltd with effect from April 01, 2003 by a Scheme of Arrangement duly approved by the High Courts of Delhi and Madhya Pradesh vide their orders dated July 13, 2004 (further amended vide order dated July 26, 2004) and August 02, 2004 respectively. 2. The Scheme became effective from August 16, 2004 (date of filing of Orders of High Courts with Registrar of Companies). However, the appointed date was April 01, 2003. 3. During this intervening period, till the Scheme the quarterly Accounts of the Company were drawn up without giving effect to the Scheme of Arrangement. However after getting the approval of the High courts and filing of order of the Courts with ROC, the Accounts for the half year ended were drawn giving effect to the Scheme for the financial year 2003-04 and 2004-05. 4. The fact of demerger were suitably disclosed in the Notes to Accounts for the quarter ended June, 2004 and half year ended September, 2004. (As per BSE Bulletin dated on 03/01/2006)