Godrej Properties Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 30, 2015, has approved the consolidation of Godrej Industries Limited's interest in Godrej Vikhroli Properties LLP (a joint venture entity of Godrej Properties Limited developing the project 'The Trees') with the Company. This would be achieved through a Scheme of Amalgamation of GIL Vikhroli Real Estate Limited (100% subsidiary of Godrej Industries Limited), which will hold 40% interest in Godrej Vikhroli Properties LLP, with the Company. In consideration for the amalgamation, in terms of the Scheme of Amalgamation and based on the share swap ratio recommended by the Independent Chartered Accountant Walker Chandiok & Co. LLP, Chartered Accountants and fairness opinion provided by Kotak Mahindra Capital Company Limited, the Company will issue 1,67,45,762 (One Crore Sixty Seven Lac Forty Five Thousand Seven Hundred Sixty Two) fully paid up equity share of Rs. 5/- each (Rupees Five only) to the shareholders of GIL Vikhroli Real Estate Limited i.e. Godrej Industries Limited. The Scheme of Amalgamation is subject to approval of the SEBI, Stock Exchange(s), Hon'ble High Court of Judicature at Bombay and the shareholders and creditors of the Company and GIL Vikhroli Real Estate Limited, as may be directed by the Hon'ble High Court of Judicature at Bombay. Pursuant to merger, the promoters holding in the Company would increase beyond 75% and hence, it has been proposed that the Scheme of Amalgamation would not be made effective unless the promoters holding have been appropriately diluted before the effective date of merger. Godrej Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 30, 2015, has approved the following resolutions: 1. Incorporation of Godrej Vikhroli Real Estate Limited or any other name as may be approved by the regulatory authorities ('GVREL'), 100% subsidiary of the Company and capitalization of GVREL, subject to approval by shareholders of the Company; 2. Admission of GVREL as 40% partner in Godrej Vikhroli Properties LLP ('GVP-LLP') and simultaneously retirement of the Company from the said GVP-LLP and the consolidation of Company's / GVREL's interest in GVP-LLP (joint venture entity) by amalgamating it into Godrej Properties Limited, a company listed on BSE and NSE. This would be achieved through amalgamation of GVREL with Godrej Properties Limited through court approved Scheme of Amalgamation under section 391 to 394 of the Companies Act 1956. The Board of Directors of the Company took on record that, the consideration for amalgamation, as approved by the Board of Directors of Godrej Properties Limited, based on the share swap ratio recommended by the Independent Chartered Accountant Walker Chandiok & Co LLP and fairness opinion provided by JM Financial Institutional Securities Limited, Godrej Properties Limited will issue 1,67,45,762 (One crore sixty seven lacs forty five thousand seven hundred sixty two) fully paid up new equity share of Rs.5/- each (Rupees Five only) to the shareholders of GVREL i.e. Godrej Industries Limited. The Scheme is subject to approval of the Hon'ble High Court of Judicature at Bombay and the shareholders and creditors, if any, of GVREL and Godrej Properties Limited, as may be directed by the Hon'ble High Court of Judicature at Bombay. Godrej Properties Ltd has informed BSE regarding the details of Voting results of Court Convened Meeting of the Company held on November 18, 2015, under Clause 35A. RESOLVED THAT pursuant to the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 and/or under the corresponding provisions of the Companies Act, 2013, the rules, circulars and notifications there under (including any statutory modification or re¬enactment thereof) as may be applicable and enabling provisions in the Company's Memorandum of Association and Articles of Association of Godrej Properties Limited and subject to the sanction of the Hon'ble High Court of Judicature at Bombay (hereinafter referred to as 'High Court'), and other regulatory authorities, if any, and all such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions, which may be agreed to by the Company, the Scheme of Amalgamation of GIL Vikhroli Real Estate Limited with Godrej Properties Limited and their respective shareholders (Scheme' or this Scheme'), placed before this meeting, be and is hereby approved. (As per BSE Announcement dated on 19.11.2015) Godrej Properties Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay on February 26, 2016 has sanctioned the Scheme of Amalgamation of GIL Vikhroli Real Estate Limited with Godrej Properties Limited and their respective shareholders and the authenticated copy of the final order approving the Scheme has been issued by the Court on March 02, 2016. The Company shall separately intimate the stock exchanges once the Scheme becomes effective. (As Per BSE Announcement Dated on 03.03.2016) Godrej Properties Ltd has informed BSE that the Scheme of Amalgamation of GVREL into GPL has been approved by the Hon'ble High Court of Judicature at Bombay vide Order dated February 26, 2016. Pursuant to the Scheme of Amalgamation, the Allotment Committee of Board of Directors of the Company at its meeting held on March 22, 2016, has allotted 1,67,45,762 Equity Shares of Rs 5/- each to the shareholders of GVREL in the ratio of 13 (Thirteen) fully paid up equity shares of face value of Rs.5/- (Rupees Five Only) each of GPL for every 118 (One Hundred and Eighteen) fully paid-up equity shares of Rs.10/- (Rupees Ten Only). Accordingly, the issued, subscribed and paid up capital of the Company stands increased to Rs. 1,08,13,01,830/- consisting of 21,62,60,366 equity shares of Rs. 5/- each. Also pursuant to the Scheme of Amalgamation, the authorised share capital of the Company would stand increased from Rs. 1,17,00,00,000 to Rs 269,00,00,000. (As Per BSE Announcement Dated on 23.03.2016)