Kirloskar Brothers Ltd has informed BSE that the Committee of Directors for Scheme of Arrangement, approved the scheme of arrangement ('Scheme') between the Company, Kirloskar Brothers Investments Ltd and their respective shareholders, for transfer and vesting of Company's certain investments to Kirloskar Brothers Investments Ltd (KBIL). The said Scheme of Arrangement inter alia provides for re-organisation of the share capitals of the Company and KBIL and the transfer of and vesting of said Investments, subject to approvals from shareholders and Honourable High Court at Bombay and all other necessary approvals. Upon the Scheme becoming effective and upon the reorganization of the share capital of the Company and KBIL, in terms of the Scheme, the Company will, without any further application, act or deed, or without any further payment, issue and allot to every member of the Company, holding fully paid-up equity shares in the Company and whose names appear in the Register of Members of the Company on the Record Date, as the Board of Directors of the Company may determine, in respect of every 20 (twenty) equity shares of the face value of Rs 2/- (Rupees two) each fully paid up, held by a shareholder in the Company, 15 (fifteen) equity shares of the face value of Rs 2/-(Rupees two) each of the Company, credited as fully paid-up with rights attached thereto. Further, for every such 15 (fifteen) equity shares so held by such shareholder in the Company, Kirloskar Brothers Investments Ltd will issue and allot, 1 (one) equity share of the face value of Rs 10/- (Rupees ten) of KBIL, credited as fully paid up with rights attached thereto, subject to the other terms and conditions of the Scheme. Kirloskar Brothers Ltd has informed BSE that the Company and Kirloskar Brothers Investments Ltd. have filed their respective Applications on October 01, 2009 with the Honorable High Court of Judicature at Bombay for its directions in the matter of Scheme of Arrangement between the Company and Kirloskar Brothers Investments Ltd. and their respective shareholders. (As Per BSE Announcement Website dated on 08.10.2009) Kirloskar Brothers Ltd has informed BSE that KIRLOSKAR BROTHERS INVESTMENTS LTD (KBIL) is a Transferee Company in the proposed Scheme of Arrangement between Kirloskar Brothers Ltd and KBIL and their respective shareholders (Scheme). In this connection, the Company has inform that an Extra Ordinary General Meeting (EGM) of the Members of the KBIL, a subsidiary of the Company, was held on October 22, 2009. In this meeting reduction / cancellation of present issued and paid up share capital Rs 500,000/- (Rupees Five Lakhs only) divided into 50,000 (Fifty Thousand) equity shares of Rs 10/- (Rupees ten only) of KBIL was effected as per Section 100 and other applicable provisions of the Companies Act, 1956 and this reduction / cancellation is subject to the necessary approvals from Honourable High Court of the Judicature at Bombay and other authorities under the Scheme. This reduction / cancellation is as contemplated under the Scheme. (As Per BSE Announcement Website dated on 28.10.2009) Kirloskar Brothers Ltd has informed BSE that pursuant to the directions of the High Court of Judicature at Bombay, a meeting of the Equity Shareholders of the Company was held on November 07, 2009 to: 1. Consider and approve an arrangement embodied in the Scheme of Arrangement between Kirloskar Brothers Ltd., the Transferor / Applicant Company and Kirloskar Brothers Investments Ltd., the Transferee Company and their respective shareholders. 2. Consider and approve the reduction and re-organization of the share capital of Kirloskar Brothers Ltd. At the said meeting, a poll was conducted for considering and approving the resolutions mentioned in the notice convening the meeting. Further, the Company has informed that, at the aforesaid meeting the said Scheme has been approved with an overwhelming majority in number and value and accordingly, both the resolutions stand approved. (As Per BSE Announcement Website dated on 09.11.2009) Kirloskar Brothers Limited has submitted to the Exchange a copy of the public notices published in the newspapers in respect of the filing of Petitions from Kirloskar Brothers Limited and Kirloskar Brothers Investments Limited with the Honourable High Court, Bombay and the date of hearing, on the sanctioning of the Scheme of Arrangement between Kirloskar Brothers Limited, Kirloskar Brothers Investments Limited and their respective shareholders. (As per NSE Bulletin Dated on 23.11.2009) Kirloskar Brothers Ltd has informed BSE that the Company has fixed March 10, 2010 as the Record Date for the purpose of allotment of new equity shares of Kirloskar Brothers Ltd. (KBL or Transferor Company) and Kirloskar Brothers Investments Ltd. (KBIL or Transferee Company), as per the Scheme of Arrangement sanctioned by the Hon'ble High Court of Judicature at Bombay. (As Per BSE Announcement Website dated on 24.02.2010) Kirloskar Brothers Ltd (KBL) has informed BSE about clarification in terms of Scheme of Arrangement, duly approved by the shareholders and the Hon'ble Bombay High Court: 1. As on the Record Date i.e. March 10, 2010, in respect of every 20 (Twenty) equity shares of Rs. 2/- (Rupees two only) each fully paid up, held by shareholder in the Kirloskar Brothers Ltd. (KBL), 15 (Fifteen) Equity Shares of the face value of Rs. 2/- (Rupees two only) each of KBL, credited as fully paid-up; will be issued, on re-organisation of KBL share capital. 2. Further, Kirloskar Brothers Investments Ltd. (KBIL), without any further payment, will issue and allot to every such member of the KBL, for every 15 equity shares, so held by such shareholder in the KBL, 1 (One) New Equity Share of the face value of Rs. 10/- (Rupees ten only) of KBIL, credited as fully paid-up. (As Per BSE Announcement Website dated on 03.03.2010) SUB. :- Scheme of Arrangement of Kirloskar Brothers Ltd. (Scrip Code 500241) Trading Members of the Exchange are hereby informed that, Kirloskar Brothers 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. Trading members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME CODE Kirloskar Brothers Ltd. (500241) RECORD DATE 10/03/2010 PURPOSE Reorganisation of Capital of Kirloskar Brothers Ltd. Shareholders of Kirloskar Brothers Ltd. shall be allotted in the ratio of 15 (FIFTEEN) equity shares of Rs.2/- each fully paid up of Kirloskar Brothers Ltd. in lieu of every 20 (TWENTY) Existing Equity Shares of Rs.2/- each fully paid up held in Kirloskar Brothers Ltd. And Scheme of Arrangement: - Demerger of the Investments of Kirloskar Brothers Ltd. and its vesting in Kirloskar Brothers Investments Ltd. Upon the Scheme becoming effective, in consideration of the transfer and vesting of the Investments of Kirloskar Brothers Ltd. into Kirloskar Brothers Investments Ltd., Kirloskar Brothers Investments Ltd. shall issue and allot in the ratio of 1 (ONE) equity share of Rs.10/- each fully paid up of Kirloskar Brothers Investments Ltd. for every 15 (FIFTEEN) Equity Shares of Rs.2/- each fully paid up held in Kirloskar Brothers Ltd. (post reorganization of capital of Kirloskar Brothers Ltd.) NO DEALINGS FROM DATE & SETT. NO. 09/03/2010 DR-231/2009- 2010 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 03.03.2010) Kirloskar Brothers Ltd has informed BSE that pursuant to the Scheme of arrangement between Kirloskar Brothers Ltd. (KBL) and Kirloskar Brothers Investments Ltd. (KBIL} and their shareholders, as approved by the shareholders and the Honourable Bombay High Court vide its orders dated January 22, 2010, the Committee of the Board of Directors of the Company on March 19, 2010, approved issue of 79,323,266 equity shares of Rs. 2/- each of the Company aggregating to Rs. 158,646,532, on capital reduction against subscribed and paid-up 105,764,355 shares - as on appointed date of the scheme of arrangement. (As Per BSE Announcement Website dated on 23.03.2010) Trading members of the Exchange are hereby informed that the under mentioned securities of Kirloskar Brothers Limited are listed and permitted for trading on the Exchange with effect from Tuesday, April 20, 2010. Name of the Company Kirloskar Brothers Limited Registered Office Udyog Bhavan, Tilak Road, Pune - 411 002 Tel. No.: 020 2721 4444 E-mail: kblin@kbl.co.in Website: www.kbl.co.in Securities: 7,93,23,266 Equity shares of Rs.2/- each fully paid-up issued on reduction in capital of the company Distinctive numbers: 1-79323266 Scrip Code: 500241 Group: S Market Lot: 1 Face Value & Paid up value: Rs.2/- each fully paid Scrip ID on BOLT System: KIRLBROS Abbreviated name on BOLT System: KIRLOSKAR BR ISIN No.: INE732A01036 2. The brief particulars of the scheme of Arrangement are as mentioned below: a) The scheme of Arrangement of the Company was approved by the Hon'ble High Court of Bombay vide its order dated January 22, 2010. b) Appointed date: April 16, 2009 c) Effective Date: March 02, 2010. d) Date of Allotment: February 19, 2010. e) As per the scheme, the issued, subscribed and paid-up equity capital of the company stand reduced from Rs2115.48 lacs consisting of 10,57,74,355 equity shares of face value of Rs.2/- each to Rs.1586.46 lacs consisting of 7,93,23,266 equity shares of Rs.2/- each by way of allotment of 15 equity shares of Rs.2/- each for every 20 equity shares of Rs.2/- each held on record date. 3. As per Exchange Notice No 20100303-16 dated March 03, 2010 the company had fixed March 10, 2010 as record date for giving effect to the reduction of share capital and accordingly dealing in the abovementioned securities of the company was stopped with effect from March 09, 2010. 4. Trading members may also note that in respect of shares held in physical form, the company has issued new share certificates without surrender of the old share certificates of the company and accordingly the old share certificates shall stand cancelled. 5. Trading members of the Exchange are informed that the Equity Share certificates in physical form bearing the undermentioned distinctive numbers of the company as stated alongside shall be good/bad delivery in the market. Name of the company appearing on the share Kirloskar Brothers Limited Kirloskar Brothers Limited Distinctive Numbers 1 - 105774355 1-79323266 Date of Issue Before Record date After Record date Good/Bad Delivery Bad Good Hence, trading members should take due care and abundant caution while dealing/receiving /delivering these shares of the company from/to the market. 6. The share transfer documents should be sent to the registrar & share transfer agents of the company at the address mentioned below: Link Intime India Private Limited, Unit: Kirloskar Brothers Limited Block No. 202, IInd Floor, Akshay Complex, Near Ganesh Temple, Off: Dhole-Patil Road, Pune - 411 001 In continuation to the Exchange Notice No: 20100416-11 dated April 16, 2010, members of the Exchange are hereby informed that date of allotment should be read as March 19, 2010 and not as mentioned in the aforesaid notice. (As Per BSE Notice dated on 16.04.2010)