Jindal Stainless Ltd has informed BSE that the Board of Directors of the Company as its meeting held on December 29, 2014, inter alia, has considered and approved the following: Based on the recommendation of the Audit Committee of the Company, the 'Composite Scheme of Arrangement' (hereinafter referred to as 'Scheme') amongst Jindal Stainless Limited (the Company / Transferor Company') and its (3) three wholly owned subsidiaries namely Jindal Stainless (Hisar) Limited (the Resultant Company / Transferee Company 1'), Jindal United Steel Limited (Transferee Company 2') and Jindal Coke Limited (Transferee Company 3'), under the provisions of sections 391 - 394 read with 100-103 and other applicable provisions of the Companies Act, 1956 and / or sections 230-233 (if applicable) and other relevant provisions of the Companies Act, 2013, as may be applicable, read with sections 2(19AA) or 2(42C) of the Income Tax, 1961, as may be applicable has been approved, subject to the approval of the shareholders and all other concerned persons or authorities. Rationale & Objective of the Scheme The rationale and objective of the Scheme inter-alia includes i. Unlocking value for all the stakeholders of the Company, to increase its profitability; ii. Reduction of the debt in the Company and improvement of serviceability of debt. iii. Increase in capacity utilization. iv. Enable the backward integration of the value chain of the Company's Odisha Plant.; v. Ensure the long term stability of the Company. vi. Focused management of different business verticals. - Salient features of the Scheme The salient features of the Scheme inter-alia are as under: i. demerger of the Demerged Undertakings (as defined in the Scheme) of the Company, inter-alia, comprising of the ferro alloys division and the mining division of the Company and vesting of the same in Jindal Stainless (Hisar) Limited (a wholly owned subsidiary of the Company) in accordance with Section 2 (19AA) of the Income Tax Act, 1961 ('Resulting Company') ('Demerger'). As part of the scheme, the shareholders of the Company would be issued shares by the Resulting Company as per the share entitlement ratio of 1:1. ii. transfer of the Business Undertaking 1 (as defined in the Scheme) of the Company comprising, inter-alia, of the stainless steel manufacturing facilities of the Company located at Hisar, Haryana and vesting of the same with the Resulting Company on a going concern basis by way of a Slump Sale (as defined in the Scheme) for a lump sum consideration of Rs. 2809,79,51,880 (rounded off) (Rupees Two Thousand Eight Hundred Nine Crore Seventy Nine Lakh Fifty One Thousand Eight Hundred and Eighty) to be discharged in the manner provided in the Scheme in accordance with Section 2 (42C) of the Income Tax Act, 1961 (Slump Sale 1); iii. transfer of the Business Undertaking 2 (as defined in the Scheme) of the Company comprising, inter-alia, of the hot strip plant of the Company located at Odisha and vesting of the same with jindal United Steel Limited on a going concern basis by way of a Slump Sale (as defined in the Scheme) for a lump sum consideration of Rs. 2412,67,33,110 (rounded off) (Rupees Two Thousand Four Hundred and Twelve Crore Sixty Seven Lakh Thirty Three Thousand One Hundred and Ten) to be discharged in the manner provided in the Scheme in accordance with Section 2 (42C) of the Income Tax Act, 1961 ('Slump Sale 2'); iv. transfer of the Business Undertaking 3 (as defined in the Scheme) of the Company comprising, inter-alia, of the coke oven plant of the Company located at Odisha and vesting of the same with Jindal Coke Limited on a going concern basis by way of a Slump Sale (as defined in the Scheme) for a lump sum consideration of Rs. 492,64,70,730 (rounded off) (Rupees Four Hundred Ninety Two Crore Sixty Four Lakh Seventy Thousand Seven Hundred and Thirty) to be discharged in the manner provided in the Scheme in accordance with Section 2 (42C) of the Income Tax Act, 1961 ('Slump Sale 3'); v. other matter incidental to the Scheme. The Scheme will become effective upon receipt of approval, inter-alia, from the BSE Limited and National Stock Exchange of India Limited, Securities Exchange Board of India, the shareholders and creditors of the Company, the High Court of Punjab and Haryana and filing of the Order of the High Court approving the Scheme with the concerned Registrar of Companies. The Scheme contemplates that different sections of the Scheme may become effective on different dates. Upon the Scheme becoming effective, Jindal Stainless (Hisar) Limited, the Resulting Company will seek listing of its equity shares on the BSE Limited and National Stock Exchange of India Limited and seek listing at Luxembourg Stock Exchange of its Global Depositary Shares. 2. The Board also took a note of the consent of domestic lenders to the 'Asset Monetization cum Business Reorganization Plan' (AMP') of the Company conveyed through the letter dated December 26, 2014 issued by Corporate Debt Restructuring Cell' (CDR-EG'). Jindal Stainless Ltd has informed BSE that the Hon'ble High Court of Punjab and Haryana at Chandigarh ('High Court'), pursuant to the hearing dated September 21, 2015 vide its oral judgment, has sanctioned the Composite Scheme of Arrangement among Jindal Stainless Limited and Jindal Stainless (Hisar) Limited and Jindal United Steel Limited and Jindal Coke Limited and their respective Shareholders and Creditors ('Scheme'), under the provisions of Sections 391-394 of the Companies Act, 1956 read with Section 100 of the Companies Act, 1956, with effect from the Appointed dates as mentioned in the Scheme. The Company is in the process of obtaining certified copy of the Order of the Hon'ble High Court. The order copy shall thereafter be filed with the office of Registrar of Companies, NCT of Delhi & Haryana. (As Per BSE Announcement Dated on 21/09/2015) Jindal Stainless Limited has informed the Exchange that the Composite Scheme of Arrangement among Jindal Stainless Limited and Jindal Stainless (Hisar) Limited and Jindal United Steel Limited and Jindal Coke Limited and their respective Shareholders and Creditors ( Scheme ), under the provisions of Sections 391-394 of the Companies Act, 1956 read with Section 100 of the Companies Act, 1956, with effect from the Appointed dates as mentioned in the Scheme, by the Hon'ble High Court of Punjab and Haryana at Chandigarh ( High Court ), pursuant to the hearing dated September 21, 2015 vide its oral judgment on that date. Further thereto, the Company has received certified copy of the final Order of the Hon'ble High Court on October 20, 2015. (As per NSE bulletin dated on 23.10.2015) Jindal Stainless Ltd has informed BSE that the certified copy of the High Court's order has been filed by the Company on November 01, 2015 with the office of Registrar of Companies, NCT of Delhi & Haryana through e-form INC-28. (As per BSE Announcement dated on 02.11.2015) Jindal Stainless Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 06, 2015, inter alia, has approved the following: 1. Issuance of Equity shares of the Company to Jindal Stainless (Hisar) Limited (JSHL) for a total amount of Rs. 366,18,66,570 (Rupees Three Htindered Sixty Six Crore Eighteen Lacs Sixty Six Thousand Five Hundred Seventy only) being the amount due and payable by the Company to JSHL as of the Appointed Date 1' i.e. close of business hours before midnight of March 31, 2014 at a price to be determined in accordance with Chapter VII of the SEBI (ICDR) Regulations, 2009, with the record date i.e. November 21, 2015 (jointly decided by the Board of Directors of the Company and JSHL) being considered as relevant date as specified the Scheme of Arrangement among the Company and Jindal Stainless (Hisar) Limited and Jindal United Steel Limited and Jindal Coke Limited and their respective shareholders and creditors, as approved by the Hon'ble High Court of Punjab and Haryana vide its order dated September 21, 2015 (as modified on October 12, 2015). (As per BSE Announcement dated on 06.11.2015) SUB. :- Scheme of Arrangement of Jindal Stainless Ltd. (Scrip Code 532508) Trading Members of the Exchange are hereby informed that, pursuant to the Scheme of Arrangement (Demerger) approved by the Hon'ble High Court of Judicature for the State of Punjab and Haryana at Chandigarh, Jindal Stainless Ltd (JSL), has fixed the Record Date for the purpose of determining entitlement of the shareholders of the Company as per details given below: COMPANY NAME CODE Jindal Stainless Ltd. (532508 & 632508) RECORD DATE 21/11/2015 PURPOSE As per Scheme of Arrangement sanctioned by the Hon'ble High Court of Judicature for the State of Punjab and Haryana at Chandigarh, between, Jindal Stainless Ltd (JSL) and Jindal Stainless (Hisar) Limited and Jindal United Steel Ltd and Jindal Coke Limited : - Upon the Scheme becoming effective and in consideration of the demerger and transfer of Ferro Alloys (FA) Division of JSL into Jindal Stainless (Hisar) Ltd., Jindal Stainless (Hisar) Ltd. shall issue and allot shares credited as fully paid-up to the shareholders of JSL in the following proportion: 1 (ONE) fully paid up equity share of Rs. 2/- of Jindal Stainless (Hisar) Ltd. shall be issued and allotted for every 1 (ONE) fully paid up equity shares of Rs.2/- each held in JSL' EX-ENTITLEMENT FROM DATE & SETT. NO. 19/11/2015 DR-160/2015- 2016 Note: Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated September 2, 2010, Trading members are hereby informed that the trading in the equity shares of the aforesaid company shall be transferred from B' group to T' group w.e.f. November 19, 2015 and pursuant to SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012; the aforesaid scrip shall be a part of Call Auction in Pre-open Session on November 19, 2015. Subject to compliance with requisite formalities the resulting company i.e. Jindal Stainless (Hisar) Ltd. will be listed on BSE Limited. (As Per BSE Notice Dated on 16.11.2015) Jindal Stainless Ltd has submitted to BSE a brief note on the Composite Scheme of Arrangement (the 'Scheme') and the summary of the re-casted financial statements of Jindal Stainless Limited (existing listed company) and Jindal Stainless (Hisar) Limited (proposed to be listed on stock exchanges under Rule 19(2)(b) of Securities Contract (Regulation) Rules, 1957). (As Per BSE Announcement Dated on 17/11/2015) Jindal Stainless Ltd has informed BSE that the Sub Committee of Board of Directors of the Company at its meeting held on June 15, 2016 has considered and approved the issuance of 16,82,84,309 (Sixteen Crore Eighty Two Lacs Eighty Four Thousand Three Hundred Nine) equity shares of Rs. 2 each at a price of Rs. 21.76 (including premium of Rs. 19.76 per share) per share to Jindal Stainless (Hisar) Limited ('JSHL') on preferential basis against Rs. 366,18,66,570/- (Rupees Three Hundred Sixty Six Crore Eighteen Lacs Sixty Six Thousand Five Hundred Seventy only), being the amount due and payable by the Company to JSHL as of the Appointed Date 1 ' i.e. close of business hours before midnight of March 31, 2014 as specified in the Composite Scheme of Arrangement amongst the Company, JSHL, Jindal United Steel Limited and Jindal Coke Limited and their respective shareholders and creditors, as approved by the Hon'ble High Court of Punjab & Haryana at Chandigarh vide its order dated September 21, 2015 (as modified vide order dated October 12, 2015). The Company shall make necessary application for obtaining in-principal approval for listing of the equity shares to be allotted by the Company to JSHL. Consequent upon the aforesaid issuance and allotment of shares post receipt of In-principle approval from the Stock Exchanges, the paid up share capital of the Company will increase from Rs. 46,23,70,890/- to Rs. 79,89,39,508/- divided into 39,94,69,754 equity shares of Rs. 2 each. (As Per BSE Announcement Dated on 15.06.2016) Jindal Stainless Ltd has informed BSE that the Company has received approval from Orissa Industrial and Infrastructure Development Corporation Limited (IDCO') vide its letter dated September 24, 2016 conveying its no objection for effecting the transfer / right to use of the land on which the Hot Strip Mill and the Coke Plant of the Company are located, to Jindal United Steel Limited and Jindal Coke Limited, respectively. Accordingly, in terms of the provisions of Clause 1.5 (b) (vi) of Section V of the Scheme of Arrangement between the Company, Jindal Stainless (Hisar) Limited, Jindal United Steel Limited and Jindal Coke Limited which was approved by the Hon'ble High Court of Punjab and Haryana at Chandigarh vide its order dated September 21, 2015 (as modified on October 12, 2015) ('Scheme'), Sections III and IV of the Scheme have become effective on September 24, 2016 with effect from the Appointed Date 2 i.e. close of business hours before midnight of March 31, 2015. Further the Company has informed that, the order of the Hon'ble High Court was filed with the office of Registrar of Companies, NCT of Delhi & Haryana on November 01, 2015 and accordingly Section I and Section II of the Scheme became effective on November 01, 2015 with effect from the Appointed Date 1 i.e. close of business hours before midnight of March 31, 2014. (As Per BSE Announcement Dated on 27.09.2016)