Grindwell Norton Ltd has informed BSE that based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on April 19, 2013, has considered and approved the Scheme of Amalgamation ('Scheme') under Sections 391 to 394 of the Companies Act, 1956, envisaging, inter alia, amalgamation of Saint-Gobain Sekurit India Ltd (SGSIL), Saint-Gobain Crystals and Detectors India Ltd (SGCD) and SEPR Refractories India Ltd (SEPR) (collectively Transferor Companies) with Grindwell Norton Ltd (the Company) with the appointed date being April 01, 2013. The Board of Directors, after due consideration, approved the share exchange ratio as determined by independent valuer M/s. S. R. Batliboi & Co. LLP. The fairness opinion on the valuation is provided by ICICI Securities Ltd, a category-I merchant banker. The share swap ratio for the proposed scheme has been determined as under: (i) 1 (one) Equity Share of the face value of Rs. 5/- (Rs. Five) each fully paid-up of the Company for every 17 (Seventeen) Equity Shares of the face value of Rs. 10 (Rs. Ten), each fully paid-up of SGSIL The proposed Scheme is however, subject to the requisite approvals of the Board of Directors of the Transferor Companies, respective shareholders / creditors of the Company and the Transferor Companies, other statutory / regulatory authorities in the respective jurisdictions and subject to the sanction / confirmation by the concerned High Courts and / or any other appropriate authority as may be necessary. Saint Gobain Sekurit India Ltd has informed BSE that, in terms of the Order passed by the Hon'ble High Court of Judicature at Bombay on October 25, 2013 and pursuant the SEBI circular bearing no. CIR/CFD/DIL/8/2013 May 21, 2013, a Postal Ballot is proposed to conducted to seek approval of the Members (other than promoters and promoter group Members) of the Company to the Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956 of SEPR Refractories India Limited, Saint-Gobain Crystals and & Detectors India Limited and Saint-Gobain Sekurit India Limited with Grindwell Norton Limited and their respective shareholders and creditors. The Board of Directors of the Company at their meeting held on October 22, 2013 has appointed Mr. H R. Thakur as the Scrutinizer for conducting the Postal Ballot and e-voting Process. (As per BSE Announcement Dated on 26.10.2013) With reference to the earlier announcement dated December 05, 2013, regarding the results of the postal ballot conducted by the Company, Saint Gobain Sekurit India Ltd has informed BSE that Grindwell Norton Limited, Transferee Company had sought the approval of their Members (other than promoters and promoter group Members) for the Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956 of SEPR Refractories India Limited, Saint-Gobain Crystals and & Detectors India Limited and Saint-Gobain Sekurit India Limited with Grindwell Norton Limited and their respective shareholders and creditors, which was not passed with requisite majority. (As per BSE Announcement Dated on 05.12.2013)