Ultratech Cement Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 15, 2009, inter alia, has considered the recommendation of the Committee of Directors ('Committee') on the proposal received from Samruddhi Cement Ltd. ('Samruddhi') in relation to a potential consolidation of Samruddhi and the Company. The Board accepted the recommendation of the Committee and approved the amalgamation of Samruddhi into the Company in terms of a scheme of amalgamation under sections 391 - 394 of the Companies Act, 1956 (the 'Scheme'). The Board also approved the share exchange ratio of 4 (four) equity share(s) in the Company of Rs. 10/- each credited as fully paid-up for every 7 (seven) equity shares of Rs. 5/- each credited as fully paid-up held by a member in Samruddhi. The share exchange ratio is based upon the valuation report submitted by M/s. Bansi S. Mehta & Co. Chartered Accountants and fairness of the same has been confirmed by M/s. UBS Securities India Pvt. Ltd. In this regard, the Company has issued a Press Release dated November 15, 2009 titled 'Samruddhi Cement Limited to merge with UltraTech; Creates 10th Largest Cement Company in the World' Press Release: ' Samruddhi shareholders to receive 4 shares of UltraTech for every 7 Shares held in Samruddihi On completion of merger, Samruddhi shareholders to get direct participation in the largest domestic Cement Company. The Boards of Directors of UltraTech Cement Ltd (UltraTech) and Samruddhi Cement Ltd (Samruddhi), a wholly owned subsidiary of Grasim Industries Ltd (Grasim), at their meetings held today unanimously approved Samruddhis merger with UltraTech. The exchange ratio, recommended by the valuers and approved by both boards is 4 (four) equity shares of UltraTech of face value Rs. 10/- each for every 7 (Seven) equity shares of Samruddhi of face value Rs. 5/- each. UltraTeth will issue 14.95 crore new shares, thereby increasing its equity capital to Rs 274.20 crore. The Merger Entity: The merger will result in UltraTech emerging as the largest Cement Company, in India and 10th largest in the world. The merged entity will have the following capacities: = 48.8 million TPA of Grey Cement across 22 plants = 504 MW of Captive Thermal Power Plants = 11.7 Million Cubic Metres of Ready Mix Concrete across 68 plants. UltraTech will become a pan India player with a 20% market share. Additionally, UltraTech will also add to its portfolio the Specialty Products of White Cement & Wallcare Putty. The Merger Scheme According to the proposal approved by both the Boards, the merger is to be undertaken through a Court approved Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956. The appointed date for the merger is July 01, 2010. The cement business of Grasim is currently under demerger to Samruddhi, and the proposed merger scheme will take effect only upon completion of the demerger and the issuance of shares by Samruddhi to shareholders of Grasim pursuant to the demerger. Upon effectiveness of the Scheme. UltraTechs expanded equity capital will be held 60.3% by Grasim and 39.7% will be held directly by the other shareholders of Ultratech and Samruddhi. The proposed Scheme of Amalgamation will be subject to the approvals of the High Court of Bombay and the High Court of Gujarat. The proposal will further be subject to various statutory approvals, including, those from the shareholders and lenders / creditors. The Scheme is likely to be consummated by Q3CY10. Commenting on the merger, Mr. Kumar Mangalam Birla, Aditya Birla Group Chairman said: The merger will achieve the Groups objective of consolidating its Cement Business into a single entity, thereby creating a platform that will help in pursuing aggressive growth going forward. Mr. Adesh Gupta, Whole Time Director and Chief Financial Officer, Grasim and a Director of Samruddhi said Upon effectiveness of the merger, Grasim will retain a strategic and controlling interest in UltraTech while providing UltraTech flexibility for future fund raising. Mr. K C Birla Chief Financial Officer, Ultra Tech, said The merger represents an inflexion point for UltraTech. The combined profitability and cash flows of the resultant entity will provide an impetus to our growth and will act as a force multiplier to our efforts of increasing market share. The financial indicators post merger will support UltraTech to maintain its credit rating. We expect UltraTechs stock to be re-rated on completion of the merger process. With reference to earlier announcement regarding meeting of equity shareholders to approve Scheme of Amalgamation, Ultratech Cement Ltd has now informed BSE that the Company have made some changes in the layout of the notice convening the meeting of the Equity Shareholders of the Company to be held on March 19, 2010 under section 391 to 394 of the Companies Act, 1956 for the purpose of considering, and if thought, approving, with or without modification(s), the Scheme of Amalgamation of Samruddhi Cement Ltd with the Company. The Company has submitted to BSE copies of revised notice of meeting of the Equity Shareholders, Secured Creditors (including Debentureholder) & Unsecured Creditors together with explanatory statement. (As Per BSE Announcement Dated on 09/02/2010) Grasim Industries Ltd has informed BSE that the Equity Shareholders at the Extra Ordinary General Meeting (EGM) of the Company held on February 25, 2010, have unanimously approved the Scheme of Amalgamation of Samruddhi Cement Ltd. with UltraTech Cement Ltd. under Sections 391 to 394 of the Companies Act, 1956. (As Per BSE Announcement Website dated on 26.02.2010) Ultratech Cement Ltd has informed BSE that pursuant to the court Order dated January 15, 2010, the court convened meetings of the equity shareholders, secured creditors (including debenture holders) and unsecured creditors of the Company were held on March 19, 2010, wherein the equity shareholders with overwhelming majority and secured creditors (including debenture holders) and unsecured creditors have unanimously approved the Scheme of Amalgamation of Samruddhi Cement Ltd. with the Company as per the provisions of Sections 391-394 of the Companies Act, 1956 ('Scheme of Amalgamation'). (As Per BSE Announcement Website dated on 22.03.2010) Ultratech Cement Limited has submitted to the Exchange a copy of the notice published in the news paper on April 01, 2010 relating to the date of hearing of petition sanctioning the Scheme of Amalgamation of Samruddhi Cement Limited with the Company. (As Per NSE Bulletin dated on 16.04.2010) With reference to earlier announcement dated March 22, 2010 regarding the Scheme of Amalgamation of Samruddhi Cement Limited with the Company ('Scheme of Amalgamation') has been approved by the shareholders, secured creditors (including Debenture holders) and unsecured creditors of the Company under Sections 391 to 394 of the Companies Act, 1956, Ultratech Cement Ltd has now informed BSE that the Scheme of Amalgamation has been sanctioned by the Hon'ble Bombay High Court on June 11, 2010 and the Hon'ble High Court of Gujarat, Ahmedabad on July 01, 2010. The Company is taking necessary steps for making the Scheme effective. (As Per BSE Announcement Dated on 06.07.2010) Samruddhi Cement Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay and the Hon'ble High Court of Gujarat have on June 11, 2010 and July 01, 2010 respectively, sanctioned the Scheme of Amalgamation of Samruddhi Cement Ltd. ('Samruddhi') into UltraTech Cement Ltd. ('UltraTech') under Sections 391-394 of the Companies Act, 1956 ('Scheme of Amalgamation'). Further the Company has informed that, Samruddhi has filed the sanction order of the Hon'ble High Court of Gujarat with the Registrar of Companies, Gujarat on July 19, 2010. The Committee of Directors set up by the Board of Directors of the Company and empowered to inter alia exercise all powers and discharge all functions of the Board for effecting the merger in terms of the Scheme of Amalgamation, at its meeting held on July 25, 2010, has, after considering the status of all conditions to the effectiveness of the Scheme of Amalgamation as set out in the Scheme of Amalgamation, declared the Effective Date of the Scheme of Amalgamation to be August 01, 2010. Ultratech Cement Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay and the Hon'ble High Court of Gujarat have sanctioned the Scheme of Amalgamation of Samruddhi Cement Ltd. ('Samruddhi') with Ultratech Cement Ltd. (the 'Company') under Sections 391-394 of the Companies Act, 1956 ('Scheme of Amalgamation') on June 11, 2010 and July 01, 2010 respectively. Further the Company has informed that, a certified copy of the Hon'ble Bombay High Court Order has been obtained and was filed with the Registrar of Companies, Maharashtra. The Merger Implementation Committee (the 'Committee') constituted by the Board of Directors of the Company and empowered to exercise all powers and discharge all functions of the Board for effecting the amalgamation in terms of the Scheme of Amalgamation, at its meeting held on July 25, 2010 has, after considering the status of all conditions to the effectiveness of the Scheme of Amalgamation as set out in the Scheme of Amalgamation, declared the Effective Date of the Scheme of Amalgamation to be August 01, 2010. The equity shareholders of Samruddhi will be entitled to receive 4 (four) equity shares of the Company of Rs. 10/- each fully paid up for every 7 (Seven) equity shares of Rs. 5/- each fully paid up held in Samruddhi. (As Per BSE Announcement Dated on 26.07.2010) Ultratech Cement Ltd has informed BSE that it has fixed August 25, 2010 as the 'Record Date' for the purpose of determining the equity shareholders of Samruddhi Cement Ltd. to whom equity shares of the Ultratech Cement Ltd. will be allotted. These shareholders of Samruddhi Cement Ltd. will be entitled to receive 4 (four) equity shares of Ultratech Cement Ltd. of Rs. 10/- each fully paid up for every 7 (Seven) equity shares of Rs. 5/- each fully paid up held in Samruddhi Cement Ltd. Ultratech Cement Ltd has informed BSE that August 25, 2010 has been fixed as the Record Date for the purpose of determining the equity shareholders of Samruddhi Cement Ltd. ('Samruddhi') to whom equity shares of the Company will be allotted. These shareholders of Samruddhi will be entitled to receive 4 (four) equity shares of the Company of Rs. 10/- each fully paid up for every 7 (Seven) equity shares of Rs. 5/- each fully paid up held in Samruddhi. (As Per BSE Announcement Website dated on 27.07.2010) SUB. : - Scheme of Amalgamation of Samruddhi Cement Ltd. (Scrip Code 533209) Trading members of the Exchange are hereby informed that, Ultratech Cement Ltd. has fixed the Record Date for the purpose to determine entitlement of shareholders of Samruddhi Cement Ltd. pursuant to the Scheme of Amalgamation of Samruddhi Cement Ltd. with Ultratech Cement Ltd. Trading Members are advised not to deal in the equity shares of Samruddhi Cement Ltd. with effect from the under mentioned date. COMPANY NAME CODE Samruddhi Cement Ltd. (533209 & 633209) RECORD DATE 25/08/2010 PURPOSE The Scheme of Amalgamation: - Amalgamation of Samruddhi Cement Ltd. with Ultratech Cement Ltd. Ultratech Cement Ltd. shall issue and allot to the shareholders of Samruddhi Cement Ltd. in the ratio of 4 (FOUR) equity shares of Rs.10/- each fully paid for every 7 (SEVEN) Equity Shares of Rs.5/- each fully paid up held in Samruddhi Cement Ltd. NO DEALINGS FROM 24/08/2010 DR-104/2010-2011 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 29.07.2010) With reference to the earlier announcement dated July 26, 2010, Ultratech Cement Ltd has informed BSE that the Merger Implementation Committee of the Board of Directors of the Company has on August 26, 2010 , in accordance with the terms of the Scheme of Amalgamation of Samruddhi Cement Ltd. ('Samruddhi') with Ultratech Cement Ltd. (the 'UltraTech') under Sections 391-394 of the Companies Act, 1956 ('Scheme of Amalgamation') issued and allotted equity shares of the Company to the eligible members of Samruddhi. 14,95,33,469 equity shares of Rs. 10/- credited as fully paid up have been allotted to the members of Samruddhi in the ratio of four (4) equity shares of the face value of Rs. 10/- (Rupees Ten only) each (credited as fully paid up) of the Company, for every seven (7) equity shares of the face value of Rs. 5/- (Rupees Five only) each (credited as fully paid-up) held by such shareholder in Samruddhi. The equity shares so allotted shall be listed and/or admitted to trading on The Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. (As Per BSE Announcement Dated on 26.08.2010)