Nicholas Piramal India Ltd (NPIL) has informed BSE that the Hon'ble High Court of Judicature at Bombay has vide its Order dated January 11, 2008 sanctioned the Composite Scheme of Arrangement between Nicholas Piramal India Ltd (NPIL) and NPIL Research & Development Ltd (NRDL), for demerger of the NCE Research Unit of NPIL to NRDL. Certified Copy of the Orders which were received by the Company and NRDL from the Bombay High Court have been filed with the Registrar of Companies (ROC), Maharashtra, Mumbai on January 21, 2008. Accordingly, the Scheme has now become effective. The salient features of the Scheme are: 1. With effect from the Appointed Date, NCE Research Unit of NPIL has been demerged to NRDL as a going concern. 2. The Appointed Date for the demerger is April 01, 2007. 3. In consideration for the demerger, NRDL shall issue to the equity shareholders of NPIL, 1 (One) equity share of Rs 10 credited as fully paid up, for every 10 (Ten) equity shares of Rs 2 each held in NPIL. 4. As regards Preference Shareholders of NPIL, since NPIL has already redeemed the Preference Shares (both Series I & Series II) on January 09, 2008, no consideration is payable by NRDL to the Preference Shareholders of NPIL under the Scheme. 5. With effect from the Appointed Date, the amount of Rs 95.00 crores out of the proceeds of the Rights Issue made by NPIL in August 2005 and intended to be used for the NCE Research Unit but remaining unspent as at the Appointed Date, is deemed to be an asset of the NCE Research Unit to be recoverable from NPIL. 6. With effect from the Appointed Date, out of the Securities Premium of Rs 3,243,595,120 appearing in the books of NPIL, a sum of Rs 1,463,166,490 representing the Securties Premium applicable to the Rights Issue of NPIL pertaining to NCE Research Unit is transferred to NRDL and shall become the Securities Premium in the books of NRDL. 7. The Scheme also envisages a notional reduction of equity capital of NPIL which is offset by the simultaneous capitalization of its General Reserves by an amount of Rs 2.09 crs as provided in the Scheme, consequent to which, the face value of NPIL's equity share remains at Rs 2. Hence in effect there is no change in the face value of NPILs equity shares. SUB. :- Scheme of Arrangement of Nicholas Piramal India Ltd. (Scrip Code 500302) Trading members of the Exchange are hereby informed that, Nicholas Piramal India Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the Company. COMPANY NAME CODE Nicholas Piramal India Ltd. 500302 & 600302 RECORD DATE 22.02.2008 PURPOSE EX-ENTITLEMENT DATE 15.02.2008 Scheme of Arrangement: - 1. Demerger and vesting of the New Chemical Entity Research Unit (NCE Research Unit) of the Company into NPIL Research & Development Ltd. (NRDL). Upon this scheme becoming operative and upon vesting of the undertaking of NCE Research Unit in NRDL, NRDL shall issue and allot to the equity shareholders of Nicholas Piramal Ltd. in the ratio of 1 (ONE) equity share of Rs.10/- each fully paid-up of NRDL for every 10 (TEN) equity shares of Rs.10/- each fully paid up held in Nicholas Piramal Ltd. 2. Reorganisation of Share Capital: The paid up value of equity shares of the company shall be reduced by Rs.2,09,01,314/-. The reduction shall be effected by reducing the paid up value of the equity shares of the company from Rs.2/- per equity share to Rs.1.90/- per equity share.Simultaneously, with the reduction of the paid up value of equity shares of the company, an amount of Rs.2,09,01,314/- shall be capitalized from out of the balance in General Reserves and be credited to equity capital account of the Company. Consequently, the paid up value of equity shares of the company shall be reorganised from Rs.1.90/- each to Rs.2/- each. 15/02/2008 DR-225/2007-2008 The scrip will be No Delivery from 15/02/2008 (DR-225/2007-2008) to 21/02/2008 (DR-229/2007-2008). (As Per BSE Notice Dated on 29.01.2008) 'Upon this scheme becoming operative and upon vesting of the undertaking of NCE Research Unit in NRDL, NRDL shall issue and allot to the equity shareholders of Nicholas Piramal India Ltd. in the ratio of 1 (ONE) equity share of Rs.10/- each fully paid-up of NRDL for every 10 (TEN) equity shares of Rs.2/- each fully paid up held in Nicholas Piramal India Ltd.' (As Per BSE Notice Dated on 30.01.2008) With reference to the earlier announcement dated January 22, 2008 regarding fixing of the Record Date for the purpose of determining entitlement of the shareholders of the Company to receive equity shares of 'NPIL Research and Development Ltd' (NPIL) in the ratio of 1:10 pursuant to the Scheme, Nicholas Piramal India Ltd has informed BSE that the name of 'NPIL Research and Development Ltd' has been changed to 'Piramal Life Sciences Ltd'. A certified true copy of Fresh Certificate of Incorporation Consequent upon change of Name issued by the Ministry of Corporate Affairs. (As per BSE Announcement Website dated on 28/02/2008)