Approved a Scheme of Amalgamation u/s 391 to 394 of the companies Act, 1956. The salient features of the scheme are as follows: 1. The amalgamation of Eupec-Welspun PipeCoatings India Ltd (EWPCL) into WGSRL. a. The share exchange ratio for the amalgamation is 10 equity shares of Rs.10/- each fully paid up of WGSRL for every 18 equity share of Rs.10/- each fully paid up held by the shareholders of EWPCL. b. The appointed date for the amalgamation is April 1, 2003. The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders, creditors of WGSRL and EWPCL, the Ahmedabad High Court and the permission or approval of the Central government or any other statutory regulatory authorities, which by law may be necessary for the implementation of the Scheme. The Company has informed that at the AGM held on September 30, 2004 the members have approved the following: Further the Company has informed that: The Secured Creditors, Unsecured/Trade Creditors and Members of the Company have approved the Scheme of Arrangement between Eupec-Welspun Pipecoatings India Ltd (EWPCL) and the Company (WGSRL) and their respective creditors and members at their meeting held on September 30, 2004 which provides as under: (i) The amalgamation of EWPCL with WGSRL; (ii) The consequent cancellation of WGSRL's equity shareholding in EWPCL and issue of equity shares of WGSRL to the other shareholders of EWPCL and (iii) The reduction in the Capital of WGSRL The following modification in the Scheme were approved by the Secured, Unsecured/Trade Creditors and Members of the Company. After the Scheme becoming effective the face value of each equity shares in WGSRL shall be Rs 5/- instead of Rs 10/- each and after the merger the Authorised Share Capital of WGSRL shall Rs 1590 million divide into 31,80,00,000 equity shares of Rs 5/- each. (As per BSE bulletin dated on 01/10/2004) The Company has informed that the Hon'ble High Court of Gujarat at Ahmedabad has sanctioned on March 15, 2005, the Scheme of Arrangement between Eupec Welspun Pipecoatings India Ltd and the Company and their respective creditors & members comprising of the following: a. Merger of Eupec Welspun Pipecoatings India Ltd with the Company and consequential issue of 2 equity share of Rs 10/- each fully paid up in the Company for every 3 equity shares of Rs 10/- each held in Eupec Welspun Pipecoatings India Ltd to the shareholders of Eupec Welspun i.e. 1,16,00,000 equity shares of the Company of Rs 10/- each fully paid up. b. Reduction and consolidation of resultant equity share capital of merged Company (WGSRL), from 15,29,55,760 equity shares of Rs 10/- each fully paid-up aggregating to Rs 1,52,95,57,600 to 10,70,69,032 equity shares of Rs 5/- each fully paid-up aggregating to Rs 53,53,45,160/-. The appointed date of the Scheme is April 01, 2003. The Scheme will be effective on the date on which a certified copy of the High Court Order is filed with the Registrar of Companies, Gujarat. (As per BSE Bulletin dated on 18/03/2005) The Company has informed that Eupec-Welspun PipeCoatings (India) Ltd (an Un-listed Transferor Company) and the Company both have filed with the Registrar of Companies, Gujarat the Order of the Hon'ble High Court of Gujarat sanctioning the Scheme of Arrangement and hence the Scheme has come into effect from March 28, 2005. (AS per BSE Bulletin dated on 29/03/2005) Members of the Exchange are hereby informed that the under mentioned securities of Welspun Gujarat Stahl Rohren Ltd., Scrip Code: 532144; ISIN No. INE191B01025, are listed and permitted for trading on the Exchange with effect from Tuesday, May 24, 2005. Name of the Company:Welspun Gujarat Stahl Rohren Ltd. Registered Office:Village Jolva & Vadadla, Near Dahej, Taluka Vagra, Dist. Bharuch, Gujarat û 392 130. Tel. (02641) 256281/011/533-535 Fax. (02641) 256285 Website: www.welspunpipes.com Securities:9,89,49,032 equity shares of Rs.5/- each fully paid-up issued on reduction of capital pursuant to scheme of arrangement of the Company. 81,20,000 equity shares of Rs.5/- each fully paid-up allotted to the shareholders of erstwhile Eupec-Welspun PipeCoating (India) Ltd. as per scheme of arrangement of the Company. Distinctive numbers:1 to 10,70,69,032 Scrip Code:532144 Group:A Market Lot:1 Share Scrip ID on BOLT System:WELSPUNGUJR Abbreviated name on BOLT System:WELSP GUJ SR ISIN No.:INE191B01025 2. Members may note that the equity shares in dematerialised form after the scheme of arrangement, has been credited in the new ISIN No. INE191B01025. Henceforth, members should deal in the new ISIN No. INE191B01025 only and not to deal in the old ISIN No. INE191B01017. Trades affected in the scrip will be in a unit market lot, i.e., one share in the Rolling Settlement. Exit route scheme for small investors announced vide Exchange Notice No. 1302/ 1999 dated April 15, 1999 will be available. 3. Members may please note that 20,30,002 equity shares of the company are locked in as per details given below and therefore these shares would not be good delivery in the market till 25-05-2008. The company has confirmed that the share certificates have been enfaced with a stamp regarding its non-transferability. The details of loc-in shares are given herein below: Number of Shares Distinctive Nos. 13,59,167 1 û 1359167 4,08,331 5436668 û 5844998 2 8119992 & 8119999 2 8119994 û 8119995 2,62,500 7069992 û 7332491 4. 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 Court of Gujarat vide its order dated March 15, 2005. b)The appointed date: 1st April, 2003 c)Date of Allotment: 3rd May, 2005 d)The issued, subscribed and paid-up capital of the Company before the Scheme of Arrangement was Rs.14135.57 lacs consisting of 14,13,55,760 equity shares of face value of Rs.10/- each. e)Pursuant to the amalgamation of Welspun PipeCoating India Ltd. with the Company, the Company has allotted 1,16,00,000 equity shares of Rs.10/- each fully paid up to the shareholders of erstwhile Welspun PipeCoating India Ltd. in the ratio of 10 equity shares of Rs.10/- each fully paid for every 15 equity share of Rs.10/- each held in the Transferor Company. f)As per the scheme, after aforesaid allotment to the shareholders of the transferor company, the equity shares of Rs.10/- each fully paid has been reduced by canceling Rs.6.50 of every equity share of Rs.10/- fully paid up. The reduced fully paid up equity shares of Rs.3.50 then consolidated into equity shares of Rs.5/- each fully paid up. Thus the company allotted 7 new equity shares of Rs.5/- each fully paid up in lieu of 10 equity shares of Rs.10/- each fully paid up held by the shareholders on the record date. g)The issued, subscribed and paid-up equity capital of the Company post Scheme of Arrangement is Rs.5353.45 lacs consisting of 10,70,69,032 equity shares of Rs.5/- each fully paid-up. 5. As per Exchange Notice No. 20050408-34 dated April 8, 2005, the company had fixed 28th April, 2005 as ôRecord Dateö, for giving effect to the Scheme of Arrangement and accordingly dealing in the abovementioned securities of the company was stopped with effect from 20th April, 2005. 6. 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. 7. 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. No.Name of the company appearing on the share certificateDistinctive NumbersDate of IssueGood/Bad Delivery 1 Welspun Gujarat Stahl Rohren Ltd.1 to 14,13,55,760Before Record DateBad 2Welspun Gujarat Stahl Rohren Ltd.1 to 10,70,69,032After Record DateGood Hence, members should take due care and abundant caution while dealing/receiving/delivering these shares of the company from/to the market. 8. The share transfer documents should be sent to the CompanyÆs Corporate Office or to the Registrar and Share Transfer Agent of the company at the address mentioned below: Share Department: B-9, Trade World, Kamala Mills Compound, Senapathi Bapat Marg, Lower Parel, Mumbai û 400 013. Tel. 91-22-2490 8000/ 5650 3000 Fax. 91-22-2490 8020/ 56603031 Registrar & Transfer Agent: MCS Limited, Unit: Welspun Gujarat Stahl Rohren Ltd. Sri Venkatesh Bhavan, Plot No.27, MIDC, Andhrei (East), Mumbai û 400 093. Tel. 91-22-2821 5235 Fax. 91-22-2835 0456 9.The CompanyÆs Financial Year ends on 31st March. 10. In case the members require any clarifications on the subject matter of this notice, they may contact any of the following: A) At the Company:Mr. R. Ganesh, Asst. Vice President (Finance) & CompanySecretary. Tel No: 91-22 2490 8000 Fax No: 91-22 2490 8021/21 E-mail: ganesh_r@welspun.com In continuation to the Exchange Notice No: 20050520-12 dated May 20, 2005, regarding listing of equity shares of Welspun Gujarat Stahl Rohren Ltd. (Scrip Code: 532144; ISIN No. INE191B01025) members of the Exchange are hereby informed that above scrip is listed under A Group and not as mentioned in the aforesaid notice. (As per BSE Notice dated on 20/05/2005)