Equity Shareholders to approve Scheme of Amalgamation

• Security Code: 503031
• Company: PENINLAND

Peninsula Land Ltd has informed BSE that by an Order made on November 26, 2010, in the Company Summons for Direction, the Hon'ble High Court of judicature at Bombay has directed that a meeting of the Members of Peninsula Land Ltd., the Applicant Company, be convened and held on January 05, 2011, for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed amalgamation and arrangement embodied in the Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited and Peninsula Land Limited and their respective shareholders and creditors.

Further the Company has informed that;

- The Court Convened Meeting to be held on January 05, 2011 at 3.00 p.m., pursuant to the Scheme of Amalgamation of Topstar Mercantile Private Limited ("Topstar") with Peninsula Land Limited ("PLL").

- Topstar currently holds 116,882,052 fully paid up Equity Shares of Rs. 2 each of PLL, the investment held by Topstar in the equity share capital of PLL shall stand cancelled and accordingly, the share capital of PLL shall stand reduced to the extent of face value of shares held by Topstar in PLL as on the Appointed Date, October 27, 2010.

- Subsequently, the equivalent number of shares held by Topstar in PLL shall be issued and allotted to the Equity Shareholders of Topstar, in proportion of their holdings in Topstar.

- This would result in reduction of equity share capital of PLL for which the approval of the equity shareholders by a Special Resolution would be required in terms of Section 100 of the Companies Act, 1956, for which an Extra Ordinary General Meeting of the shareholders of PLL will be held at 3.30 p.m. or immediately after the conclusion of the Court Convened Meeting of the Members, whichever is later.

- Further note that, the aforesaid reduction of equity share capital of PLL would be effected as an integral part of the aforementioned Scheme of Amalgamation. It does not involve either diminution of liability in respect of the unpaid share capital of payment to any shareholder of any paid up share capital. (For more details kindly refer Corporate Announcements on www.bseindia.com).