Texmaco Ltd has informed BSE that the Committee of Board of Directors of the Company at their meeting held on February 23, 2010, has approved of a Scheme of Arrangement between Texmaco and Texmaco Machines Pvt Ltd ('TML') and their respective shareholders for demerger of Heavy Engineering and Steel Foundry Divisions ('Demerged Undertaking') of Texmaco to TML from April 01, 2010 ('the Appointed Date'). ICICI Securities Ltd and Ernst &Young are acting as Financial Advisors to the restructuring exercise. The basic objectives of restructuring exercise considered are: 1. The considerations, factors and financials applicable to the Heavy Engineering and Steel Foundry business are different and divergent in nature in comparison to the real estate and other business and interests of Texmaco. 2. As part of an overall business reorganization plan and in order to take the respective businesses to the next level of growth, it is necessary to segregate and realign the same appropriately. In the circumstances, it is considered desirable and expedient to reorganize and reconstruct Texmaco by de-merging the heavy engineering and steel foundry business of Texmaco to TML. 3. The demerger will enable the Heavy Engineering and Steel Foundry business and remaining business of Texmaco to be pursued and carried on more conveniently and advantageously with greater focus and attention through two separate companies, i.e. Texmaco and TML, each having their own management team and administrative set up. 4. The demerger will enable independent evaluation of the said respective businesses through two separate companies and participation therein of suitable investors and strategic partners. TML is a wholly owned (100%) subsidiary of Texmaco, holding along with its nominees all the 5,46,00,000 Equity Shares of Re.1 /- each issued by TML. Upon the Demerger of the Undertaking as above to TML in terms of the Scheme, the business of such Demerged Undertaking will become the focal business of TML. TML has adopted articles applicable to a public company and the word 'private' will be deleted from its name soon. The remaining business of Texmaco, including mini hydro-electric power generation, acquisition and development of real estate will continue to belong to and be managed by Texmaco. At present Texmaco has issued to its shareholders a total of 12,71,83,090 Equity Shares of Re. 1/- each which are listed on the Bombay Stock Exchange (BSE), National Stock Exchange (NSE) and Calcutta Stock Exchange (CSE). Preference Shares issued earlier have been redeemed. In consideration of the demerger, TML will issue and allot to the shareholders of Texmaco, 1(One) Equity Share of Re.1 /- each credited as fully paid up in TML for every 1(One) Equity Share of Re.1 /- each fully paid-up held by them in the capital of Texmaco. Consequently, shareholders of Texmaco will also become shareholders of TML. The Scheme is subject to and conditional upon the requisite approvals being received therefore, including approval of shareholders and sanction of the Hon'ble High Court at Calcutta pursuant to Sections 391 to 394 of the Companies Act, 1956. Accordingly, the Scheme although operative from April 01, 2010 (the Appointed Date), will come into effect (the Effective Date) from the date or last of the dates on which certified copies of the orders sanctioning the Scheme are filed by Texmaco and TML with the Registrar of Companies. Texmaco Ltd has informed BSE that the Company has fixed November 02, 2010 as the Record Date for the purpose of entitlement of 1 (one) equity share in TREL (Texmaco Rail & Engineering Ltd.) of Re. 1/- each credited as fully paid up for every 1 (one) equity share Re. 1/- each fully paid up held by members in the Company. (As Per BSE Announcement Dated on 22.10.2010) SUB. :- Scheme of Arrangement of Texmaco Ltd. (Scrip Code 505400) Trading Members of the Exchange are hereby informed that, Texmaco 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. COMPANY NAME CODE Texmaco Ltd. (505400) RECORD DATE 02.11.2010 PURPOSE Scheme of Arrangement: - Demerger of the Heavy Engineering and Steel Foundary Divisions from Texmaco Ltd. to Texmaco Rail & Engineering Ltd (TREL). Upon the Scheme becoming effective and in consideration of the demerger and transfer of the Heavy Engineering and Steel Foundary Divisions to TREL, TREL shall issue and allot to the shareholders of Texmaco Ltd, in the ratio of 1 (ONE) equity share of Re.1/- each in TREL, credited as fully paid up for every 1 (ONE) equity share of Re.1/- each held by them in Texmaco Ltd. EX-ENTITLEMENT FROM DATE & SETT. NO. 01/11/2010 DR-152/2010- 2011 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 27.10.2010) Trading members of the Exchange are hereby informed that the under mentioned securities of Texmaco Rail & Engineering Limited are listed and permitted for trading on the Exchange with effect from Thursday, March 03, 2011. Name of the Company: Texmaco Rail & Engineering Limited (TREL) Registered Office: Belgharia, Kolkata, West Bengal- 700056 Tel: +91 033-25691500; Fax: +91 033-25412448 Website: www.texmaco.in Company Secretary & Compliance Officer: Mr. A.K. Vijay Tel No.: +91 033-25691500; Email: ak.vijay@texmaco.in Securities: 18,17,83,090 Equity shares of Re.1/- each fully paid-up issued pursuant to the scheme of arrangement of the company. Distinctive numbers: 1 - 181783090 Scrip Code: 533326 Group: T Market Lot: 1 Face Value & Paid up value: Re.1/- each fully paid Scrip ID on BOLT System: TREL Abbreviated name on BOLT: TEXMACO RAIL ISIN No.: INE621L01012 Lock-in Details: No. of Dist. Nos. Date up to which Securities under lock-in 18,81,870 As per Annexure 05.12.2011 5,46,00,000 As per Annexure 07.03.2014 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 Courts of Calcutta vide its Order dated September 06, 2010. b) Appointed Date: April 1, 2010 c) Effective date: October 19, 2010. d) Date of Allotment: November 02, 2010. e) Pursuant to the Scheme, the Heavy Engineering and Steel Foundary Division of Texmaco Ltd (TL) got demerged and vested in Texmaco Rail & Engineering Limited (TREL) and in consideration thereof, TREL has allotted 12,71,83,090 equity shares to the shareholders of the TL in the ratio of 1 (One) equity share of Re.1/- each of TREL for every 1 (One) equity share of Re.1/- each held in TL. f) The issued, subscribed and paid-up equity capital of the company post arrangement is Rs. 1817.83 lacs consisting of 18,17,83,090 equity shares of Re.1/- each. 3. As per Exchange Notice No 20101027-23 dated October 27, 2010 the company has fixed November 2, 2010 as the Record Date for giving effect to the scheme of arrangement and accordingly dealing in the securities of the TL was done on Ex-Entitlement basis with effect from November 1, 2010. 4. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the Company's Website on www.texmaco.in 5. The name and address of the registrar and share transfer agent of the company is as mentioned below: Karvy Computershare Pvt Limited (Unit: Texmaco Rail & Engineering Limited) Plot No. 17 To 24 Vittalrao Nagar, MadhapurCity Hyderabad - 500 081 Tel No: 040-23420818 To 828/ 815 -824 Fax No: 040-23421971/ 0814 Email: varghese@karvy.com 6. The Company's Financial Year ends on 31st March. 7. The shareholding pattern of the company post scheme of arrangement is enclosed as Annexure I. (As Per BSE Notice dated on 28.02.2011)