Since these Companies were not listed on any Stock Exchangeand Market Value of the shares were not available it was decidedto merge the Companies on the basis of their Net Assets value ason 31st July 1993. No revaluation ofAssets of any of the Companieswas undertaken before or at the time of merger.

The ratio of exchange of shares fixed was as follows:

(I)Ecomax Agro Systems Ltd.:- 1:8

i.e. one share of Good Value Marketing Company Ltd. for everyeight shares of Ecomax Agro Systems Ltd.

(ii) Biosense Crop Protection (I) Ltd.:- 1:8

i.e. one share of Good Value Marketing Company Ltd. forevery eight shares of Biosense Crop Protection Ltd.(iii) Good Value Agro Products Ltd.:- 1:5

i.e. one share of Good Value Marketing Ltd. for every fiveshares of Good Value Agro Products Ltd.

All the foreign collaborators of the merging Companiesnamely Micron Sprayers Ltd. Technoverde Ltd. PowerchuteSystems International Ltd. Harley Paragliders a divisionof Thunder and Colt Ltd.. and Russell Fine Chemicals.continue to be collaborators of the merged Company viz.Good Value Marketing Company Ltd. Promoters of Good ValueMarketing Company Ltd. merged Company were holding thefollowing shares in the merging companies.

Company Total Promoter's Percentage Good Value No of Manner of No.of shares holding Marketing Shares making offer Co. Ltd.'s holders shares acquired by the Promoters(i)Ecomax AgroSystem Ltd. 1 40 02 000 43 76 896 31.26% 547112 40830 Pvt. Placement

(ii) Bio Sense Crop Protection (I)Ltd. 1 15 62 000 47 65 296 41.22% 595662 29409 Pvt. Placement

(iii) Good Value Agro Products Ltd. 1 45 00 700 85 10 500 58.69% 1702100 4325 Pvt. Placement

The above scheme was approved by The Bombay High Court on27.1.1994 in Company Petition no.598 of 1993.

The brief history of the merged Companies is as follows :-

1. Biosense Crop Protection (India) Limited (BCPL):

The erstwhile BCPL was incorporated on 27th March 1992. Ithas entered into foreign collaborations [(a) & (b) below]duly approved by Reserve Bank of India and are as under:

a) Technoverde Limited of U.K. for manufacture of Bio-Pesticides.

b) Russell Fine Chemicals U.K. for the manufacture ofBiological crop protection products viz. lures and traps.

c) National Chemical Laboratory Pune Government of Indiafor production of Neem based insecticides.

The erstwhile BCPL has production centre at Vithalwadi Opp. Railway Station near Bombay for manufacturingBio-Pesticides. It has also a factory at Daman for theproduction of Pheromone Traps. BCPL has acquired land atMusarne (7 acres) and Wadwali ( 5 acres) in Wada Taluka Dist. Thane for putting up new factories and for expansionof capacity.

The Company has an installed capacity of one million Luresper annum and two lakhs nos. per annum of PheromonesTraps. The field of Agro Biological is an important andfast growing industry to cater to the farmers demand ofChemical free farming. Its products are well received in themarket.

2. Ecomax Agro Systems Limited (EASL):

The erstwhile EASL was incorporated on 16th December 1991.Thereafter the Company has put up production facilities andmarketing infrastructure as detailed below.

Foreign Collaborations duly approved by RBI:

a) Micron Sprayers Limited U.K. for manufacture of ControlDroplet Applicator (CDA) Sprayers for efficient cropspraying.

b) PowerChute Systems International Ltd. U.K. for themanufacture of small aeroplane. This aeroplane will bemade by Ecomax in India and it is an inexpensive wayand a safe way to fly. The aeroplane is approved by CivilAviation Authority of U.K. as a powered hang glider andin-principal clearance has been obtained from D.G.C.A. India.

c) Harley Paragliders a Division of Thunder and Colt Ltd.U.K. for making the wings for the aeroplane.

Production Facilities:

The erstwhile EASL has set up production facilities at fourcentres They are Ahmednagar Nare (Wada Taluka ThaneDistrict) Daman and Vithalwadi.

Ahmednagar : This factory is manufacturing "Neemax" whichis neem based organic manure with insecticidal properties.The existing installed capacity is 500 tons and proposed tobe increased by another 500 tons.

Nare (Dist. Thane): EASL has a factory admeasuring 70 000 sq.ft. for the production of plastic components for the CDA sprayersand manufacture of Powerchute and Paragliders. Proposed installedcapacity for manufacturing aeroplanes is 200 nos. per annum

Daman: EASL has secured one readymade industrial gala atKachigam Daman it has also secured a plot of land whichcan construct 30 000 sq. ft. factory at Bhimpur in Daman.The Kachigam unit is equipped and has started manufacturingCDA sprayers. The advantage to the Company arising out ofthis unit will be complete tax holiday for 5 years from thedate of commencement of production. Proposed installedcapacity for this product will be 50000 Sprayers.

Vithalwadi: EASL has 10 000 sq.ft. of built up industrialspace which is being utilised for the manufacture of SprayTest Papers currently. Total installed capacity is onebillion Nematodes per day.

Marketing Infrastructure:

The erstwhile EASL has established offices at Thane Calcutta Hyderabad Bangalore Jaipur Guntur Coimbatore Chandigarh and New Delhi. It has recruited qualified staffand Regional Managers and have appointed the C & F Agentsat above places.

The marketing organisation is geared for selling all typesof products used in agriculture. It is an effectiveorganisation to sell all the products of the Company. Theproducts are applied for spraying liquid organic manures infarming.

3. Good Value Agro Products Limited (GVAPL):

The erswhile GVAPL was incorporated on 8th January 1993.It has procured large plots of land at Ambiste Dist. Thanefor setting up an integrated dairy complex and has procureddifferent types of machinery for the production of milkproducts and manures. Proposed capacity of production ofmilk products and manures are ten thousand tons per annum.These milk products are used for production of ghee.cheese paneer etc. The factory building is in advancedstage of construction and imported machinery and equipmentfrom Alfa Laval Sweden has been received and is awaitinginstallation. Imported plant and machinery from Alpha-Laval Sweden includes milk parlour milking machine automatic feed unit & computerised controls. Its productionfacilities will help to increase the production and sale ofthe profitable lines of the Good Value Marketing CompanyLimited. Total cost of project for dairy complex isestimated at Rs 28 crores out of which Rs. 26.5 crores isalready incurred by the Company and balance of Rs. 1.5crores is to be financed from the proceeds of the rightsissue.

Financial Highlights of the Erstwhile merging Companies ason 31st July '93 are as under:-

(Rs. in lacs)

Ecomax Biosence Good Value Agro Crop Agro Systems Protection Products Ltd. (India) Ltd. Ltd.

Share Capital 1400.20 1156.20 1450.07Share Application - - 586.47Money Refundableto DirectorSecured Loans 37.64 150.00 -Fixed Assets 776.80 252.12 68.16Investments 350.01 330.00Current Assets 442.00 720.00 45.87

Note :- The erstwhile Companies had not commencedcommercial production as at 31st July 93 and hence noProfit & Loss Accounts have been prepared.

The Merged Company Good Value Marketing Company Limited:

All the Companies have worked in the field of non-toxic ecological agriculture which are complimentary to eachother and for the same markets i.e. farm inputs andtherefore to take the benefit of synergy and operation ofall of them will go to build up a strong combined Company.