Graphite India Ltd ('GIL') has informed BSE that the Board of Directors of the Company at its meeting held on March 27, 2009, inter alia, has approved of a Scheme of Arrangement between GKW Ltd ('GKW') and GIL and their respective shareholders for demerger of the Powmex Steels Undertaking of GKW to GIL with effect from the Appointed Date, i.e. February 01, 2009. The rest of the business and undertakings of GKW will continue to remain with GKW. GIL will issue and allot shares in GIL to the shareholders of GKW in consideration of the demerger and the existing Share Capital of GKW shall also stand reduced, reorganised and consolidated consequent to the demerger as under:- (i) In consideration of the demerger, GIL will issue and allot shares to the shareholders of GKW in the entitlement ratio of One (1) Equity Share of Rs 2/- each, credited as fully paid up in GIL, for every existing Three (3) Ordinary Shares of Rs 10/- each held by them in the capital of GKW. Fractional entitlements to which the members of GKW may be entitled on issue and allotment of Equity Shares in GIL as above shall be consolidated into whole Equity Shares of Rs 2/- each in GIL and issued and allotted to a trustee appointed by the Board for sale thereof and payment of net proceeds to the persons entitled to the fractions in proportion to their respective entitlements. For the purpose of ascertaining the members of GKW entitled to shares in GIL and / or fractional entitlements as above, a Record Date shall be fixed by GKW in consultation with GIL upon the Scheme becoming effective. The number of such shares and / or fractions thereof in GIL to which the shareholders of GKW are so entitled shall be determined on the basis of their existing shareholding in GKW as on the Record Date prior to and without considering the reduction, reorganisation and consolidation thereof which shall be given effect as below. (ii) Consequent to the demerger, the existing Issued, Subscribed and Paid up Share Capital of GKW of Rs 59,66,50,080/- shall stand reduced to Rs 5,96,65,008/- divided into 5,96,65,008 Ordinary Shares of Re 1/- each fully paid up by cancellation of paid-up Share Capital to the extent of Rs 9/- per Ordinary Share upon each of the existing Ordinary Shares of Rs 10/- each held by the members of GKW as on the said Record Date in the Share Capital of GKW. Simultaneously with such reduction, every resulting 10 Ordinary Shares of Re 1/- each held by the members of GKW as on the said Record Date shall stand reorganised and consolidated into 1 Ordinary Share of Rs 10/- each and fractional entitlements, if any, which do not constitute whole Ordinary Shares of Rs 10/- each shall be also simultaneously consolidated into such whole Ordinary Shares and allotted to a trustee to be appointed by the Board for sale thereof and payment of net proceeds to the persons entitled to the fractions in proportion to their respective entitlements. The Scheme is subject to and conditional upon the requisite approvals being received therefor, 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 the Appointed Date shall come into effect on the Effective Date, being the date or last of the dates on which certified copies of the orders sanctioning the Scheme are filed by GKW and GIL with the Registrar of Companies. Graphite India Ltd has informed BSE that the Equity Shareholders of the Company at its Court convened meeting held on May 11, 2009, have approved with requisite majority, the Scheme of Arrangement between GKW Ltd and the Company and their respective Shareholders for demerger of Powmex Steel Undertaking of GKW Ltd to the Company and reorganisation and reduction of capital of GKW Ltd. (As Per BSE Announcement Website dated on 12.05.2009) Gkw Ltd has informed the Exchange that the Company has obtained a certified copy of the Order of the Hon'ble High Court at Calcutta on 18th June, 2009 approving the Scheme of Arrangement between GKW Limited (GKW) and Graphite India Limited (GIL) and their respective Shareholders for demerger of Powmex Steels Undertaking of the Company to Graphite India Limited. The certified copy of the Order of the High Court has already been filed with The Registrar of Companies on June 19, 2009. Further the Company has informed that the company has decided to fix the Record date as July 01, 2009 for the following purposes: (1) Allotment of Shares by GIL: GIL shall issue and allot to the shareholders of GKW whose names shall appear in the Register of Members as on the Record Date one (1) Equity Share of Rs.2/- each in GIL, credited as fully paid up for every Three (3) Ordinary Shares of Rs.10/- each held by them in GKW. (2) Reduction, reorganisation and consolidation of Share Capital of GKW: The Ordinary Shares of Rs 10/- each shall, consequent to the demerger of Powmex Steels Undertaking and with effect from the appointed date stand reduced to Re.1/- each fully paid-up by cancellation of the paid-up share capital to the extent of Rs.9/- per ordinary share upon each of the existing fully paid-up ordinary shares of Rs.10/- each held by the members of the company as on the Record Date in the share capital of the Company and simultaneously with such reduction, every resulting 10 ordinary shares of Re.1/- each held by the members of the Company as on the Record Date shall stand reorganized and consolidated into 1 Ordinary share of Rs.10/- each. (As per NSE Bulletin Dated on 22.06.2009) Graphite India Ltd has informed BSE that equity shares of the Company would be allotted to Shareholders of GKW Ltd. who hold the shares as on July 01, 2009 (being the 'Record Date' fixed by GKW). One Equity share of Rs 2/- each of the Company would be allotted for every 3 Ordinary shares of Rs 10/- each of GKW Ltd. as per the Scheme of Arrangement for demerger of Powmex Steels Undertaking of GKW Ltd. to the Company. Graphite India Ltd has informed BSE that the Scheme of Arrangement for demerger of Powmex Steels Undertaking of GKW Ltd. to the Company has been sanctioned by the Hon. High Court at Calcutta. Certified copy of the Court order in this regard was received on June 18, 2009, a copy of which has been filed with the Registrar of Companies on June 19, 2009. (As Per BSE Announcement Website dated on 23.06.2009) Trading members of the Exchange are hereby informed that the under mentioned new securities of Graphite India Limited (Scrip Code: 509488. ISIN No: INE371A01025) are listed and permitted for trading on the Exchange with effect from Friday, July 17, 2009 Security Details 1,98,88,336 Equity Shares of Rs.2/- each issued to the shareholders of GKW Ltd, pursuant to the Scheme of Arrangement of the Company. These shares are ranking pari-passu with the existing equity shares of the company. Dist. Nos. 151084802 to 170973137 Date of Allotment July 07, 2009 (As Per BSE Notice Dated on 16.07.2009)