The co. has informed BSE that the Board of Directors of the Company at its meeting held on July 11, 2005, has recommended transfer by way of sale or otherwise of its detergent manufacturing business (comprising of land, building, plant & machinery and other assets at its Mandideep Plant situated in District Raisen, Madhya Pradesh) to Procter & Gamble Home Products Ltd (PGHP)- a fully owned subsidiary of The Procter & Gamble Company (P&G) USA, for a consideration of Rs 101.40 crores, the break up of which is as follows: Rs 38.90 crores is the value of tangible and intangible assets of detergent manufacturing business; and Rs 62.50 crores toward the value of the inventory of raw material and finished goods - which may vary according to the inventory on hand on the date of transfer. As the transfer of business is between two subsidiaries of P&G, USA, the Company has taken three steps to arrive at a fair value for transfer of the detergent manufacturing business: one, obtained an item-wise market valuation of the assets of the said detergent plant from a reputed Consultant & Valuer, Radbin Consultants Pvt Ltd; two, Company obtained Fair Valuation of the detergent business from Bansi S. Mehta & Co., Chartered Accountants; three, the Company has also obtained an Opinion from a leading merchant banker, Lazard India Pvt Ltd, who have reaffirmed fair valuation carried out by Bansi S. Mehta & Company. Thus, the following overwhelming features weighed with the Board for recommending this transfer: i. Reducing complexities. ii. Receiving market value of the plant. iii. Receiving the estimated value of intangibles of detergent business. Despite no stipulation to this effect in the manufacturing agreement signed between the Company and PGHP, PGHP, as a gesture of extra fairness to the minority shareholders of the Company, has agreed to factor this in the total consideration. iv. Freeing up of Rs 101.40 crores of cash for more productive use in core businesses and for augmenting company's distributable profits. v. Transfer of about 190 permanent employees together with severance liability without the Company having to pay anything for the severance liability. PGHP will protect the present terms and conditions of employment of these employees. vi. No significant impact on profits is expected, to the best of its knowledge, though annual loss of turnover of detergent business would be about Rs 275 crores. Upon approval of the shareholders and the concerned Authorities, the transfer by way of sale or otherwise of the said detergent manufacturing business is expected to be effective from October 01, 2005. The proposed transfer of business, i.e., an undertaking, requires approval of shareholders, under section 293(1)(a) of the Companies Act, 1956 (Act). As per Section 192A (2) of the Act, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, theshareholders approval will shortly be sought by means of a postal ballot. The Company will be dispatching on or around July 26, 2005, the Notice of Resolution u/s 192A (2) of the Companies Act, 1956along with draft Resolution and explanatory statement thereof for seeking shareholders' approval by means of a postal ballot.The said notice will be sent to those shareholders whose names appear on the Register of Members as on July 15, 2005. The company has informed that the company proposes to transfer by way of sale or otherwise its detergent manufacturing business, i.e. an undertaking (comprising of land, building, plant & machinery and other assets of its Mandideep Plant situated in District Raisen, Madhya Pradesh) as on going concern engaged in manufacturing of detergents to Procter & Gamble Home Products Limited, a fully owned subsidiary of The Procter & Gamble Company, USA, for a consideration of Rs.101.40 crores and on such terms and conditions as the Board of Directors may think proper and beneficial for the company. The shareholders approval is being sought by means of Postal Ballot to pass the aforesaid Ordinary Resolution. The company has appointed Mr. B. V. Dholakia, Partner, Shah Dholakia & Associates as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner. The results of the Postal Ballot will be declared on 16th September, 2005 at the Registered Office of the Company. (As per BSE Bulletin dated on 02/08/2005)