SCHEME OF ARRANGEMENT

IIL and FPL jointly filed a Scheme of Arrangement, under Sections 391 to 394 of the Companies Act 1956 with the Hon'ble High Court of Judicature, Mumbai. The salient features of the Scheme are:
a) 2,38,50,070 equity shares of Rs.10/- each held by FPL in ITIL would be transferred from FPL to IIL
b) In consideration of the above transfer IIL will allot its equity shares of the face value of Rs. 10/- each to the shareholders of FPL, whose name appear in the Register of Members of FPL as on Book Closure Date, in the proportion of 5 equity shares in IIL against every 11 equity share s held in FPL.
c) The Scheme also envisages that IIL will, after allotment of its equity shares, approach Bombay Stock Exchange (BSE) Ltd for listing its shares along with its existing shares, subject to applicable regulations and approvals required.
d) As per the Scheme the Authorized Capital of IIL will stand increased to Rs. 25 crores (divided into 2,50,00,000 equity shares of Rs. 10/- each)

The Scheme, after receiving the approval of shareholders of FPL and IIL was sanctioned by the High Court on 4th July 2008. Copy of the Order of the Court was filed with the Registrar of Companies on 15th July 2008 which was the effective date of the Scheme.

FPL, in consultation with BSE fixed 5th & 6th August 2008 as the Book Closure date for determining the list of shareholders of FPL who will be entitled to receive the shares in IIL in the proportion stated in the Scheme.

In accordance with the sanction of the High Court, the equity shares, as aforesaid, held by FPL in IIL was transferred to IIL on 29th September 2008

IIL completed on 29th September 2008 the allotment of its equity shares to the Shareholders of FPL whose names appeared in the Register of Members of FPL as on Book Closure date i.e. 5th & 6th August 2008

The Bombay Stock Exchange Limited has approved listing of Company's equity shares vide its letter No.DCS/GI/RCG/VB/44/2009-10 dated 22.7.2010, subject to relaxation from Securities and Exchange Board of India (SEBI) under the Securities Contracts (Regulation) Act,1957.SEBI has now granted its relaxation vide its letter No.CFD/GI/RCG/VB/OW/ 30328/2010 dated 16.12.2010. The statutory advertisement by the Company is published on news papers, Financial Express(all editions in English), Jansatta (all editions in Hindi) and Navshakti (Marathi) which appeared on January 21, 2011. A copy of the aforesaid advertisement and updated Information Memorandum have been submitted to Bombay Stock Exchange Limited on 27.1.2011 requesting the Stock Exchange for trading of the equity shares and the Information Memorandum also appears in the website.



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