Morarjee Textiles Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 29, 2011, inter alia, considered and approved a Composite Scheme of Arrangement and Amalgamation between Morarjee Textiles Limited ('Morarjee') and Five Star Mercantile Private Limited ('FSMPL') and Morarjee Holdings Private Limited ('MHPL') and their respective shareholders ('the Scheme') under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. The salient features of the Scheme are as under: With effect from the Appointed Date April 01, 2011, the Integra Division pertaining to Garment Manufacturing Business alongwith its investments in MHPL would be transferred from Morarjee to FSMPL and the consideration as approved by the Board to the shareholders of Morarjee would be as under: - '1 Fully paid Equity Share of Rs.3 each of FSMPL shall be issued and allotted for every 1 fully paid Equity Share of Rs. 10 each held in Morarjee' - '1 Fully paid 5% Redeemable Cumulative Non-Convertible Preference Shares of Rs.1/- each of FSMPL shall be issued and allotted for every 10 fully paid 5% Redeemable Cumulative Non-Convertible Preference Shares of Rs. 100 each held in Morarjee'. - '1 Fully paid 9% Redeemable Cumulative Non-Convertible Preference Shares of Rs. 1/- each of FSMPL shall be issued and allotted for every 10 fully paid 9% Redeemable Cumulative Non-Convertible Preference Shares of Rs. 100/- each held in Morarjee. Further, pursuant to the Scheme, the face value and paid up value per share of Morarjee shall reduce from Rs. 10/- to Rs. 7/- per share and the aggregate paid up share capital of Morarjee to reduce from Rs. 36,33,23,490/- to Rs. 25,43,26,443/- Under the same Composite Scheme, MHPL would be merged with FSMPL and no shares would be issued pursuant to merger. The Appointed Date for the said merger would be January 01, 2012. Upon the Scheme becoming effective, the shares of FSMPL shall be listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited, and will have a mirror shareholding as that of Morarjee. The Composite Scheme is subject to requisite consent, approval of the requisite majority of the shareholders and creditors of Morarjee, FSMPL and MHPL, all the relevant stock exchanges, the Bombay High Court, and the permission or approval of the Central Government or any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme. Morarjee Textiles Ltd has informed BSE that in accordance with the directions of the Hon'ble High Court of Judicature at Bombay in Company Summons for Direction No. 134 of 2012, the meeting of the equity shareholders of Morarjee Textiles Limited was convened and held on March 19, 2012, the equity shareholders have approved the Composite Scheme of Arrangement and Amalgamation between Morarjee Textiles Limited and Five Star Mercantile Limited and Morarjee Holdings Private Limited and their respective shareholders ('the Scheme'). (As Per BSE Announcement Website dated on 21.03.2012) Morarjee Textiles Ltd has informed BSE that the Company has fixed August 14, 2012 as the Record Date for the purpose of: 1. Reduction of Share Capital of the Company: The face value and paid up value per Equity share shall be reduced from Rs. 10/- (Ten) to Rs. 7/- (Seven). 2. Issuance and Allotment of shares to the Shareholders of the Company: 1 (One) fully paid up Equity share of Rs. 3 (Three) each of Five Star Mercantile Limited for every 1 (One) fully paid up Equity shares of Rs. 10 (Ten) each of the Company. (As Per BSE Announcement Dated on 03.08.2012) SUB. :- Scheme of Arrangement of Morarjee Textiles Ltd. (Scrip Code 532621) Trading members of the Exchange are hereby informed that, Morarjee Textiles Ltd (MTL) has fixed the Record Date for the purpose of determining entitlement to the shareholders of the Company pursuant to the Composite Scheme of Arrangement of the Company as per order passed by Hon'ble High Court of Judicature at Bombay. Trading Members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME & CODE Morarjee Textiles Ltd. (532621) RECORD DATE 14.08.2012 PURPOSE Scheme of Arrangement: A) Demerger of the Integra Division of MTL into Five Star Mercantile Limited (FSML) (New name Integra Garments and Textiles Limited) Upon Scheme becoming effective and in consideration of the transfer and vesting of the Integra Division of MTL into FSML, FSML shall issue and allot equity shares, credited as fully paid up, in the following manner: 1 (ONE) fully paid up equity share of Rs. 3/- each of FSML shall be issued and allotted for every 1 (ONE) fully paid equity share of Rs. 10/- each held in MTL. B) Reduction of Capital: Upon the Scheme becoming effective, the equity share capital of MTL shall be reduced by 30%. Accordingly the face value and the paid value of MTL shall stand reduced to Rs. 7/- per equity share. NO DEALINGS FROM DATE & SETT.NO. 13/08/2012 DR-096/2012-2013 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 06.08.2012)