Date : 23rd November 2005.

Dear Shareholder,

The Board of Directors of the Company is pleased to inform you that the Scheme of Arrangement under section 391-394 of the Companies Act, 1956 approved unanimously by the shareholders and creditors of the Company on 15th June 2005 has received the approval of the Honorable High Court of Judicature at Bombay on 16th September 2005.
The Scheme comprises of the following measures of re-organisation:

1. Reduction in the paid up capital of the Company by way of reduction of the face value of each Equity Sharefrom Rs.10/- per share to Re.1/- per share.
2. Writing off of accumulated losses and expenditure to the tune of Rs.7.48 crores.
3. Transfer of the shareholding of the original promoters of the Company to Dhanada Portfolio Management Limited (DPML),
4. Conversion of unsecured loan given by DPML into
   1. 41,88,700 Equity shares of Re.1 each, and,
   2. 10,00,00,000 8% Cumulative Convertible Preference shares of Re.1 each.
5. Reconstitution of the Board of Directors.

The Company has complied with all necessary formalities in this regard and the Scheme has become effective from 25th October 2005.

The new management has now started work of refurbishing and restarting the Hotel Dhanada Coporation at Aurangabad. It should take a period of about 6 months.

The Board of Directors has fixed 24th December 2005 as the record date for reduction of the face value of the Equity share from Rs.10/- to Re.1/-. We are enclosing herewith stickers of the new face value of Re.1/-, which you are requested to stick at the appropriate place on your present share certificate(s) as indicated overleaf.

The trading in the Company's shares is currently suspended by the Stock Exchanges. The Company has applied for revocation of suspension of trading to Bombay Stock Exchange and complied with all their requirements in this regard. The Board of Directors hopes that trading of the Company's shares will soon be resumed on Bombay Stock Exchange. The Company is in the process of voluntary de-listing of its shares from all other Stock Exchanges.

The Company's share capital is presently held in physical form. The Company is in the process of de-materialising its shares. We hope that very soon you will be able to hold your shares in demat form with NSDL and CDSL.

Thanking you,
Yours sincerely,
For Dhanada Corporation Limited
-sd-
Ramesh R. Havele
Chairman and Managing Director
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