Prism Cement Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 08, 2009, inter alia, has accorded in-principle consent to pursue, subject to acceptance of a fair share swap ratio and other commercial matters relating thereto by the Board; receipt of approvals from the Stock exchanges and other requisite statutory and regulatory authorities, the shareholders of the Company, the High Courts of Judicature at Bombay and Andhra Pradesh, the proposal for amalgamation of H & R Johnson (India) Ltd and RMC Readymix (India) Pvt. Ltd. with the Company. The Board intends to meet again to consider the terms of the proposed amalgamation including the share swap ratio after receipt of the valuation report; the fairness opinion and the draft Scheme of Amalgamation and any other matter as required. M/s. Deven Dwarkadas & Partners, Advocates and Solicitors, Mumbai have been appointed as legal advisors, M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai and the Statutory Auditors of the Company M/s. N M Raiji & Co., Chartered Accountants, Mumbai have been jointly appointed as the independent valuers to determine the share swap ratio and Enam Securities Pvt. Ltd., Mumbai have been appointed as merchant bankers for the purpose of giving fairness opinion on the share swap ratio. Prism Cement Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 14, 2009 after considering the Valuation Report dated August 14, 2009 jointly prepared by M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai and the Statutory Auditors of the Company M/s. N M Raiji & Co., Chartered Accountants and the Fairness Opinion dated August 14, 2009 submitted by Enam Securities Pvt. Ltd and after considering other commercial matters, approved the Amalgamation of H & R Johnson (India) Ltd ('HRJ'), RMC Readymix (India) Pvt. Ltd ('RMC') with Prism Cement Ltd ('Prism'). The Board has also approved the share swap ratio suggested by the said Valuers and the draft Scheme of Amalgamation prepared by M/s. Deven Dwarkadas & Partners, Advocates, ('the Scheme'). The Scheme is pursuant to the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 and is subject to the approval of Shareholders of the Company and the High Courts of Judicature at Bombay and Andhra Pradesh as well as approvals of all other requisite statutory and regulatory authorities. The Appointed Date for the Amalgamation is April 01, 2009. As per the Scheme, shareholders of HRJ will receive 124 fully-paid up equity shares of Prism of Rs 10/- each for every 1 fully paid up equity share of Rs 100/- each of HRJ and the shareholders of RMC will receive 73 fully-paid up equity shares of Prism of Rs 10/- each for every 100 fully paid up equity share of Rs 10/- each of RMC. At present, the Promoters of Prism hold 100% of the equity share capital of HRJ and 76% of the equity share capital of RMC directly and the balance 24% is held by HRJ. Upon the Scheme becoming effective, the Promoter's shareholding in Prism would increase from 61.74% to 74.87%. Cross-holding as a result of shares held by HRJ in RMC is proposed to be transferred to a trust, to be held for the benefit of Prism. The 'Prism Trust' would hold 2.45% of Prism's expanded equity capital. (As Per BSE Announcement Dated on 14/08/2009) Prism Cement Ltd has informed BSE that pursuant to Order dated October 06, 2009 passed by the Hon'ble High Court of Judicature at Andhra Pradesh, a meeting of the Equity Shareholders of the Company was held on November 17, 2009 for the purpose of considering and, if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Amalgamation ('the Scheme') of H. & R. Johnson (India) Ltd and RMC Readymix (India) Pvt Ltd with the Company. At the said meeting, the Scheme has been approved without any modifications with the requisite majority in number and value, by the Equity Shareholders present at the Meeting and voting in person or by proxy. The Report of the Result of the Poll will be submitted by the Chairman of the meeting to the Hon'ble High Court of Judicature at Andhra Pradesh. (As Per BSE Announcement Dated on 18/11/2009) Prism Cement Ltd has informed BSE that pursuant to the Orders passed by the Hon'ble High Courts of Judicature at Bombay and Andhra Pradesh in the Scheme of Amalgamation of H. & R. Johnson (India) Ltd. and RMC Readymix (India) Pvt. Ltd. ('Transferor Companies') with Prism Cement Ltd. ('Transferee Company'), the Company has issued and alloted 20,51,06,580 (Twenty crore Fifty-one lakh Six Thousand Five hundred and eighty) equity shares of the Company, of the face value of Rs. 10 each at par, to each members of the Transferor Companies as on March 03, 2010 in the manner set out below: 1. For Transferor Company No. 1 : 124 (One hundred twenty four) equity shares of Rs. 10/- each of the Transferee Company credited as fully paid-up, for every 1 (one) equity share(s) of face value of Rs. 100/- each held by the shareholders in the Transferor Company No. 1, and The equity shares as stated aforesaid shall rank pari-passu with all existing equity shares of the Company. 25% of the equity shares issued i.e. 5,12,76,645 equity shares, will be locked-in for a period of three years from the date of listing of the said shares. Prism Cement Ltd has informed BSE that the Scheme of Amalgamation of H. &. R. Johnson (India) Ltd. and RMC Readymix (India) Pvt. Ltd. with the Company is approved by the Hon'ble High Courts of Judicature at Bombay and Andhra Pradesh. All requisite formalities have been completed. The Scheme of Amalgamation is effective from March 03, 2010. The Appointed Date under the said Scheme is April 01, 2009. Necessary steps are being taken to implement the provisions of the Scheme of Amalgamation. (As Per BSE Announcement Dated on 03/03/2010)