Board of Amal approves draft scheme of merger of Amal with Atul

At meeting held on 05 December 2014

Amal has informed BSE that:

1. Amal is an Associate company of Atul . Atul and its wholly-owned subsidiary company, Atul Trading Corporation (formerly Ameer Trading Corporation) are promoters of Amal and hold 36.74% paid-up capital of Amal. Further, the promoters of Atul hold 15.34% of the paid-up equity capital of Amal.

2. Amal is a sick company and registered with the Board for Industrial and Financial Reconstruction (the BIFR) for revival. Amal does not have any secured creditors other than Atul. Amal mainly manufactures Sulphuric acid and downstream products. The BIFR agreed for submitting Modified Rehabilitation Scheme envisaging merger of Amal with Atul through IDBI Bank (Monitoring Agency)

3. Accordingly, the Board of Directors of the Company in the meeting held on 05 December 2014 based on the recommendation of the Audit Committee, approved the Draft scheme of merger of Amal with Atul.

4. The brief details of the Proposed merger are as under:

a) The entire undertaking of Amal together with all assets and liabilities will be transferred to Atul as a going concern.

b) Valuation was carried out by Deloitte Haskins & Sells, Chartered Accountants and exchange ratio recommended by them is, 1(One Only) Fully paid up equity share (of face value Rs. 10 each) of Atul Ltd to be issued for every 50 (Fifty) fully paid up equity shares (of face value Rs. 10 each) of Amal.

c) SBI Capital Markets has issued a Fairness opinion.

d) The Appointed Date of the merger will be 01 April 2014.

e) Proposed merger scheme is subject to approval of the BIFR and other Authorities.

f) Upon the scheme coming into effect, Amal will be dissolved without being wound up.

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