Triveni Engineering & Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 12, 2010 approved the Scheme of Arrangement ('Scheme') between Triveni Engineering and Industries Ltd. ('Triveni' or the 'Company') and Triveni Turbine Ltd. ('TTL') (formerly known as Triveni Retail Ventures Ltd,), and their respective shareholders and creditors for the demerger of the steam turbine business ('Demerged Undertaking') of Triveni to TTL w.e.f. October 01, 2010 ('the Appointed Date'). TTL is a wholly owned subsidiary of the Company with Triveni having beneficial interest over all the 100,000,000 Equity Shares of Re. 1/- each issued by TTL. Upon completion of the demerger and in terms of the Scheme, the business of such Demerged Undertaking will become the focal business of TTL. The Scheme is in the interest of all concerned including the shareholders, creditors, employees arid the general public as it would provide: - Focused management orientation.; - Opportunities for strategic partnerships; and - Flexibility for fund raising capability for future growth and expansion and create a structure geared to take advantage of growth opportunities The demerger would result in issuance of equity shares to the shareholders of Triveni by TTL, thereby, resulting in unlocking and maximizing shareholders value. In consideration of the demerger, TTL will issue and allot to the shareholders of Triveni, 1 (one) Equity Share of Re. 1/- each credited as fully paid up in TTL for every 1 (one) Equity Share of Re. 1/- each fully paid-up held by them in the capital of Triveni. Consequently, Triveni's stake in TTL will be reduced to that extent. Further, pursuant to the Scheme, shares of TTL will get listed on the Bombay Stock Exchange and the National Stock Exchange. The Scheme is subject to and conditional upon the requisite approvals being received, including approvals of the stock exchanges, shareholders, creditors and sanction of the Hon'ble jurisdictional High Court pursuant to Sections 391 to 394 of the Companies Act, 1956. With reference to the earlier announcement dated March 12, 2010, regarding the Board of Directors of the Company at their meeting held on March 12, 2010 approved a Scheme of Arrangement ('Scheme') between Triveni Engineering and Industries Ltd. ('Triveni' or the 'Company') and Triveni Turbine Ltd. ('TTL') (formerly known as Triveni Retail Ventures Ltd.), and their respective shareholders and creditors for the demerger of the steam turbine business ('Demerged Undertaking') of Triveni to TTL w.e.f. October 01, 2010 ('the Appointed Date'), Triveni Engineering & Industries Ltd has now informed BSE that in line with the discussions with the Stock exchanges and in order lo comply with certain requirements for listing of the equity shares of TTL on the Stock exchanges upon the Scheme becoming effective, the Board of Directors of the Company have at their meeting held on July 31, 2010 approved certain amendments to the Scheme. The amendments in the Scheme provide for the reorganization of the share capital of TTL upon the Scheme becoming effective. Out of the existing paid-up capital of 100,000,000 Equity Shares of Re. 1 each entirely held by the Company, 28,000,000 Equity Shares of Re. 1/- each shall stand converted into 2,800,000 8% Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up, redeemable at the end of five years from the date of allotment. TTL would also have an option to redeem the Preference Shares at any time after the end of 6 months from the date of allotment. Consequent to reorganization of the capital of TTL as indicated above and issue and allotment to the shareholders of Triveni, of equity shares by TTL in the ratio of 1 (one) Equity Share of Re. 1/- each credited as fully paid up in TTL for every 1 (one) Equity Share of Re. 1/- each fully paid-up held by them in the capital of Triveni, the post demerger public shareholding in TTL shall be 25.03%, which shall be in accordance with the SEBI guidelines for listing of shares. (As Per BSE Announcement Website dated on 31.07.2010) Triveni Engineering & Industries Ltd has informed BSE that the Equity Shareholders and Creditors of the Company, at their respective meetings convened on 13th, 14th and October 15, 2010 in terms of an Order dated September 09, 2010 passed by the Hon'ble High Court of Judicature at Allahabad, have approved the Scheme of Arrangement providing for the demerger of the Steam Turbine Business of Triveni Engineering & Industries Ltd. (Demerged Company) into Triveni Turbine Ltd. (Resulting Company). The Chairman of the meetings, as appointed by the Hon'ble High Court of Judicature at Allahabad, shall be filing their reports directly with the Hon'ble High Court. (As Per BSE Announcement Dated on 18.10.2010) Triveni Engineering & Industries Ltd has informed BSE that the Hon'ble High Court of Judicature at Allahabad has on April 19, 2011 pronounced the judgement sanctioning the Scheme of Arrangement (Scheme) pursuant to Section 391-394 of the Companies Act, 1956, between Triveni Engineering & Industries Ltd. (Demerged Company), Triveni Turbine Ltd. (Resulting Company) and their respective shareholders & creditors vide which the Steam Turbine Business (Demerged Undertaking) of the Demerged Company will be demerged into the Resulting Company with effect from the appointed date i.e. October 01, 2010. The formal order of the High Court will follow in due course. (As Per BSE Announcement Website dated on 19.04.2011) Triveni Engineering & Industries Ltd has informed BSE that May 04, 2011 has been fixed as the 'Record Date' for the purpose of determining the entitlement of the equity shareholders of Triveni Engineering & Industries Ltd (Demerged Company) to receive pursuant to the Scheme, one fully paid-up equity share of Re. 1/- each of the Triveni Turbine Ltd. (Resulting Company) for every one equity share of Re. 1/- each frilly paid-up held by the equity shareholders in the Demerged Company. (As Per BSE Announcement Website dated on 25.04.2011) SUB. :- Scheme of Arrangement of Triveni Engineering and Industries Ltd. (Scrip Code 532356) Trading Members of the Exchange are hereby informed that, Triveni Engineering and Industries Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the Company pursuant to the Scheme of Arrangement of the Company. COMPANY NAME CODE Triveni Engineerin and Industries Ltd. (532356) RECORD DATE 04.05.2011 PURPOSE Scheme of Arrangement: - Demerger and vesting of the Steam Turbine Business of Triveni Engineering and Industries Ltd. into Triveni Turbine Ltd. In consideration of the transfer of the Steam Turbine Business of Triveni Engineering and Industries Ltd. into Triveni Turbine Ltd.; Triveni Turbine Ltd. shall issue and allot to the shareholders of Triveni Engineering and Industries Ltd., in the ratio of 1 (ONE) equity share of Re.1/- each fully paid up of Triveni Turbine Ltd. for every 1 (ONE) equity share of Re.1/- each fully paid up held in Triveni Engineering and Industries Ltd. EX-ENTITLEMENT FROM DATE & SETT. NO 03/05/2011 DR-022/2011- 2012 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 27.04.2011) Triveni Engineering & Industries Ltd has informed BSE that under Scheme of Arrangement between the Company and Triveni Turbine Ltd. (TTL), duly sanctioned by the Hon'ble Allahabad High Court vide its Order dated April 19, 2011, the steam turbine business of the Company stood transferred to and vested in TTL. Consequently, the value of options held by the employees has been impacted as post demerger the market price of the Company's equity share has gone down. Keeping into consideration the following factors and in order to protect the rights of the option holders, the Compensation Committee has in its meeting held on March 26, 2013, approved the corporate adjustments to the 1,40,000 outstanding vested stock options in terms of ESOP 2009 read with Scheme of Arrangement and SEBI (ESOS & ESPS) Guidelines, 1999: (As per BSE Announcement Dated on 16.04.2013)