Godrej Consumer Products Ltd (GCPL) has informed BSE that the Board of Directors of the Company at its meeting held on May 27, 2009 has considered and approved the proposal for amalgamation of Godrej Hygiene Care Pvt Ltd ('GHCPL') & Godrej ConsumerBiz Pvt Ltd ('GCBPL'), into the Company as per terms and conditions mentioned in the Scheme of Amalgamation placed before the Board. The salient features of the proposed Scheme are as under: i. GHCPL and GCBPL will be merged into Godrej Consumer Products Ltd (GCPL). ii. The Appointed Date of the Scheme will be June 01, 2009. iii. All assets and liabilities of GHCPL and GCBPL to be transferred to GCPL. iv. GCPL to issue its shares to the shareholders of GHCPL and GCBPL as on the effective date. The issue of shares is based on the share exchange ratio recommended by the independent valuers, M/s Grant Thornton and the fairness report provided by Kotak Mahindra Capital Company Ltd and approved by the Board of Directors of the Company, which is as follows: 10 (Ten) fully paid up equity shares of Re 1 each of GCPL for every 11 (Eleven) equity shares of Re 1 each held in GHCPL. 10 (Ten) fully paid up equity shares of Re 1 each of GCPL for every 11 (Eleven) equity shares of Re 1 each held in GCBPL v. The paid up share capital of GCPL is 256,953,908 equity shares of Re 1 each fully paid up. The paid-up share capital of GHCPL is 23,033,350 equity shares of Re 1/- each fully paid-up and of GCBPL is 33,326,400 equity shares of Re 1/- each fully paid-up. vi. The Scheme is subject to approval of the shareholders, the Hon'ble High Court of Bombay and any other statutory or regulatory authorities, which by law that be necessary for the implementation of the Scheme. Godrej Consumer Products Ltd (GCPL) is one of the leading companies in the Indian FMCG market with presence in the personal and household care products. GHCPL, a wholly owned subsidiary of Godrej Industries Ltd and GCBPL a wholly owned subsidiary of Godrej & Boyce Mfg Co Ltd hold 20% and 29% respectively in Godrej Sara Lee Ltd ('GSLL') which is a 49:51 unlisted joint venture between the Godrej Group and Sara Lee Corporation USA. GSLL is the market leader in household insecticides, air care and hair cream in India with popular brands like GoodKnight, JET, HIT, AmbiPur, Brylcreem and KIWI. Pursuant to the merger, GCPL will hold 49% stake of GSLL which will enable consolidating the FMCG business of the Company.' Godrej Consumer Products Ltd has informed BSE that pursuant to the directions given by the Hon'ble High Court of Bombay under section 391 of the Companies Act, 1956, a meeting of the Equity Shareholders of the Company was held on July 31, 2009, for the purpose of considering and, if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Amalgamation ('the Scheme') of Godrej ConsumerBiz Ltd and Godrej Hygiene Care Ltd with the Company and their Respective Shareholders. Further the Company has informed that, at the said meeting, the equity shareholders have approved the Scheme without any modifications with the requisite majority. (As Per BSE Announcement Website dated on 03.08.2009) Godrej Consumer Products Ltd has informed BSE that Hon'ble High Court of Judicature at Bombay has approved the Scheme of Amalgamation of Godrej ConsumerBiz Ltd and Godrej Hygiene Care Ltd with Godrej Consumer Products Ltd on October 08, 2009. A certified copy of the order is awaited. The Effective Date of the Scheme will be the date on which the said certified copy of the Order passed by the Hon'ble High Court is filed with the Registry of Companies, Maharashtra, Mumbai. (As Per BSE Announcement Website dated on 09.10.2009) Godrej Consumer Products Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay has approved the Scheme of Amalgamation of Godrej ConsumerBiz Ltd. (GCBL) and Godrej Hygiene Care Ltd. (GHCL) with Godrej Consumer Products Ltd. vide Order dated on October 08, 2009. The Certified copy of the order was made available on October 14, 2009. The Form 21 along with the certified copy of the order has been fifed electronically with the Registrar of Companies on October 15, 2009. With this, the Scheme has become effective from October 15, 2009 i.e. ('the Effects Date') and accordingly GCBL and GHCL has been amalgamated with the Company and stands dissolved without being wound up. The Appointed Date of the Scheme is June 01, 2009. Pursuant to merger, GCPL holds 49% stake in Godrej Sara Lee Ltd. (As Per BSE Announcement Dated on 16/10/2009) With reference to earlier announcements regarding Scheme of Amalgamation of Godrej ConsumerBiz Ltd and Godrej Hygiene Care Ltd with Godrej Consumer Products Ltd ('the Company'), Godrej Consumer Products Ltd has now informed BSE that on November 09, 2009, the Company has allotted in aggregate 5,12,36,136 equity shares of Re 1/- each fully paid up to the shareholders of Godrej ConsumerBiz Ltd and Godrej Hygiene Care Ltd pursuant to the aforesaid Scheme of Amalgamation. Consequent to the aforesaid allotment, the subscribed and paid-up equity share capital of the Company stands increased from Rs. 25,69,53,908/- to Rs. 30,81,90,044/- comprising of 30,81,90,044 equity shares of Re. 1 each. The above 5,12,36,136 equity shares rank pari passu in all respects with the existing equity shares of the Company. (As Per BSE Announcement Website dated on 09.11.2009)