Kesar Enterprises Ltd has informed BSE that the Board of Directors of the Company at its meeting held on January 21, 2009, has approved the following: 1. The Scheme of Arrangement by Demerging the Storage Undertaking / Division of the Company into Kesar Terminals & Infrastructure Ltd. (KTIL), the Wholly-owned Subsidiary of the Company, with effect from January 01, 2009 or such other date as may be approved by the Hon'ble High Court of Bombay. 2. As per the Scheme of Arrangement of Demerger, it is proposed to allot 7 Equity Shares of Rs 10/- each of KTIL for every 10 fully paid up Equity Shares of Rs 10/- each held by the Shareholders of the Company as on the record date as may be announced after approval of the Scheme by the Hon'ble High Court of Bombay and all other authorities. Kesar Enterprises Ltd has informed BSE that by an Order made on November 13, 2009, the Hon'ble High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of the Company be held on December 22, 2009, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement involving the Demerger of Storage Undertaking / Division of Kesar Enterprises Ltd. (the Applicant / Transferor Company) into Kesar Terminals & Infrastructure Ltd. (the Transferee Company). (As Per BSE Announcement Website dated on 20.11.2009) Kesar Enterprises Ltd has informed BSE that the Equity Shareholders of the Company have passed a Special Resolution by Requisite Majority through Poll for approving the Scheme of Arrangement for Demerger of the Storage Undertaking known as Distillers Trading Corporation (DTC) Division of the Company into Kesar Terminals & Infrastructure Ltd in the Court Convened Meeting held on December 22, 2009. Kesar Enterprises Ltd has informed BSE that the members at the 75th Annual General Meeting (AGM) of the Company held on December 22, 2009, inter alia, has given following approvals: Special Resolution u/s 78 read with Section 100 of the Companies Act subject to approval of High Court, for Reduction in Securities Premium Account, Capital Reserve Account and / or General Reserve Account consequent to the Scheme of Arrangement of the Company for transfer of its Storage Undertaking/ Division by way of Demerger to its wholly-owned Subsidiary viz. Kesar Terminals & Infrastructure Ltd. (As Per BSE Announcement Dated on 23/12/2009) Kesar Enterprises Ltd has informed BSE that by an Order made on January 22, 2010, the Hon'ble High Court of Judicature at Bombay has passed an Order admitting the Petition of the Company in the matter of the Scheme of Arrangement involving the Demerger of Storage Undertaking / Division of Kesar Enterprises Ltd. into Kesar Terminals & Infrastructure Ltd. and has fixed March 05, 2010 as the date for hearing and final disposal of the said Petition. (As Per BSE Announcement Website dated on 01.02.2010) Kesar Enterprises Ltd has informed BSE that the Hon'ble High Court of Judcature at Bombay has passed on March 12, 2010 an Order sanctioning the Scheme of Arrangement for Demerger of Storage Undertaking / Division of Kesar Enterprises Ltd. into Kesar Terminals & Infrastructure Ltd. (As Per BSE Announcement Website dated on 12.03.2010) Kesar Enterprises Ltd has informed BSE that the Company has fixed May 14, 2010 as Record Date for the purpose of Reckoning names of the Equity Shareholders of Kesar Enterprises Ltd. (KEL/ Transferor Company) who shall be entitled to receive 7 Equity Shares Rs. 10/- each of Kesar Terminals & Infrastructure Ltd. (KTIL/ Resulting Company) for every 10 Equity Shares of Rs. 10/- each held by the shareholders of KEL pursuant to the Scheme of Arrangement for Demerger sanctioned by the Hon'ble High Court, Bombay. Further, there will not be any fractional allotment or entitlement of shares. Further the Company has submitted to BSE a copy of the detailed note on the Scheme of Arrangement for Demerger of Storage undertaking of Kesar Enterprises Ltd. (KEL) to Kesar Terminals & Infrastructure Ltd. (KTIL). (As Per BSE Announcement Website dated on 06.05.2010) SUB. :- Scheme of Arrangement of Kesar Enterprises Ltd. (Scrip Code 507180) Trading Members of the Exchange are hereby informed that, Kesar Enterprises 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 Kesar Enterprises Ltd. (507180) RECORD DATE 14/05/2010 PURPOSE Scheme of Arrangement: - Demerger of Storage Undertaking known as Distillers Trading Corporation (Division) of Kesar Enterprises Ltd. and its vesting in Kesar Terminals and Infrastructure Ltd. Upon the coming into effect of the Scheme and in consideration of the transfer and vesting of the Storage Undertaking of Kesar Enterprises Ltd. into Kesar Terminals and Infrastructure Ltd; Kesar Terminals and Infrastructure Ltd. shall issue and allot in the ratio of 7 (SEVEN) equity shares of Rs.10/- each fully paid up of Kesar Terminals and Infrastructure Ltd for every 10 (TEN) Equity Shares of Rs.10/- each fully paid up held in Kesar Enterprises Ltd. EX-ENTITLEMENT FROM DATE & SETT. NO. 13/05/2010 DR-031/2010- 2011 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 06.05.2010) Kesar Enterprises Ltd has informed BSE that the Company have been informed by Kesar Terminals & Infrastructure Ltd. (KTIL), the Wholly-owned Subsidiary of the Company that as per the sanctioned Scheme of Arrangement for Demerger, the Board of Directors of KTIL on June 01, 2010, has issued and allotted 47,53,113 Equity Shares of Rs. 10/- each fully paid-up aggregating to Rs. 4,75,31,130/- to the shareholders of the Company whose name appears in the Register of Members of the Company on the Record Date i.e. May 14, 2010 in the ratio of 10:7. KTIL has further informed that on allotment of the said Equity Shares by KTIL, the Post-allotment holding of the Company reduces from 100% to 9.518% and therefore the Holding - Subsidiary Relationship between the Company and KTIL ceases with immediate effect. (As Per BSE Announcement Dated on 02.06.2010) Trading members of the Exchange are hereby informed that the under mentioned securities of Kesar Terminals & Infrastructure Limited are listed and permitted for trading on the Exchange with effect from Wednesday, December 22, 2010. Name of the Company: Kesar Terminals & Infrastructure Limited Registered Office: Oriental House, 7, Jamshedji Tata Road, Churchgate, Mumbai - 400 020 Tel : 022 - 2204 2396, 2285 1737 Fax : 022 - 22876162 Website : http://www.kesarinfra.com Compliance Officer: Mr. J.K. DevGupta Tel.: 22042396/22020405 Email : jayanto@kesarindia.com Securities: 52,53,113 Equity Shares of Rs.10/- each fully paid-up issued pursuant to the shceme of arrangement of the company. Distinctive numbers: 1-5253113 Scrip Code: 533289 Group: T Market Lot: 1 Face Value & Paid up value: Rs.10/- each fully paid Scrip ID on BOLT System: KESARTERM Abbreviated name on BOLT: KESAR TERMI ISIN No.: INE096L01017 Lock in details : No. of Dist. Nos. Date up to which under Securities lock-in 10,50,623 Demat 29/12/2013 2. The 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 Bombay vide Order dated March 12, 2010. b) Appointed Date: January 01, 2009. c) Effective date: March 29, 2010. d) Date of Allotment: June 01, 2010. e) Pursuant to the Scheme the Storage Undertaking of Kesar Enterprises Ltd. (KEL) stand demerged and vested in Kesar Terminals & Infrastructure Limited (KTIL) and in consideration thereof KTIL has allotted 47,53,113 equity shares to the shareholders of the KEL in the ratio of 7 (seven) equity share of Rs.10/- each of KTIL for every 10 (ten) equity share of Rs.10/- each held in KEL on the record date. f) The issued, subscribed and paid-up equity capital of the company post amalgamation is Rs.525.31 lacs consisting of 52,53,113 equity shares of Rs.10/- each. 3. As per Exchange Notice No 20100506-9 dated May 06, 2010 the company has fixed May 14, 2010 as Record date for giving effect to the scheme of arrangement and accordingly dealing in the abovementioned securities of the company was done on ex-entitlement with effect from May 13, 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 http://www.kesarinfra.com 5. The share transfer documents should be sent to the registrar of the company at the address mentioned below: Sharex Dynamic (India) Pvt. Ltd. Unit - 1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072 Tel No: 022 2851 5606 / 2851 5644 6. The Company's Financial Year ends on 31st March. 7. The shreholding pattern of the company post scheme of amalgamation is enclosed as Annexure I. (As Per BSE Notice dated on 20.12.2010) Kesar Terminals & Infrastructure Ltd has informed BSE that pursuant to the Scheme of Arrangement for Demerger of Storage Undertaking / Division of Kesar Enterprises Ltd. (KEL) into Kesar Terminals and Infrastructure Ltd. (KTIL), 47,53,113 Equity shares of Rs. 10/- each fully paid were issued and allotted by KTIL to the shareholders of KEL in the ratio of 10:7 i.e. for every 10 shares held in KEL 7 shares in KTIL. This resulted in some shareholders becoming entitled to fractional share. In accordance with the terms of the said Scheme, all such fractional shares were consolidated into 510 Equity shares which were allotted, in favour of the Trustee of the Company, who in turn had sold the same in open market through BSE. The proceeds from the sale of the said 510 shares have been distributed / dispatched to all the eligible shareholders in the proportion to which they were so entitled. (As Per BSE Announcement Website dated on 10.02.2011)