Rain Calcining Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 07, 2007, inter alia, has decided the following: 1. Merge the Company with Rain Commodities Ltd ('RCOL') with effect from April 01, 2007 ('the Appointed Date'), to achieve the following objectives: a. To integrate the Calcined Petroleum Coke ('CPC') business of the Company, with the CPC business of GLC Carbon (USA) Inc., proposed to be acquired by Rain Commodities (USA) Inc., a Wholly Owned Subsidiary of RCOL (as informed by RCOL to the Stock Exchange on February 05, 2007). b. To create the World's largest Calcining Company with assets in India, Kuwait, USA and Argentina with a combined market share of approximately 28% of the total CPC sales in the Western World. c. To jointly develop the Greenfield CPC Plant with Co-generation facility at Visakhapatnam, Andhra Pradesh, proposed by RCOL. d. To provide assured and low cost power supply to the Cement Operations of Rain Industries Ltd ('RIL'), a Wholly Owned Subsidiary of RCOL from the existing Co-generation plant of the Company at Visakhapatnam and also supply fuel grade petroleum coke for it's cement operations. 2. Appoint Financial and Legal Advisors for determining the Share Exchange Ratio between the shares of the Company and RCOL, for shares to be issued to the shareholders of the Company by RCOL and for drafting the scheme of arrangement. 3. The above decisions are subject to approval by Shareholders of respective Companies, Lenders of respective Companies, Hon'ble High Court of Andhra Pradesh, Stock Exchanges and other Regulator Authorities. Rain Commodities Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 20, 2007, inter alia, has reviewed the reports on share exchange ratio submitted by two Independent professional valuers Ernst & Young and Grant Thornton and approved the following: 1. Share exchange ratio of 2:7 i.e., Two Equity Shares of the Company will be allotted for every Seven Equity Shares held by the Shareholders in Rain Calcining Ltd as on the Record date that will be fixed consequent to the approval of the Scheme by the Hon'ble High Court of Andhra Pradesh. 2. Scheme of arrangement for (a) Transfer of Cement division from Rain Industries Ltd (Wholly Owned Subsidiary Company (WOS) to the Company (Holding Company) with effect from July 01, 2006 (appointed date), (b) Amalgamation of Rain Calcining Ltd with the Company with effect from April 01, 2007 (appointed date); and (c) Transfer of Calcined Petroleum Coke (CPC) and Power Business from the Company to Rain Industries Ltd with effect from April 01, 2007 (appointed date). The above decisions are subject to approval by the Shareholders of respective Companies, Lenders of respective companies, Hon'ble High Court of Andhra Pradesh, Stock Exchanges and other Regulatory Authorities. (As Per BSE Announcement Website Dated on 20/03/2007) Rain Commodities Ltd has informed BSE that the shareholders of the Company at their Court Convened Meeting held on June 04, 2007, have approved the Scheme of Arrangement between the Company, Rain Calcining Ltd & Rain Industries Ltd. (As Per BSE Announcement Website Dated on 05/06/2007) Rain Calcining Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 22, 2007, inter alia, taken on record the Order Dated October 25, 2007 of the Hon'ble High Court of Andhra Pradesh approving the Scheme of Arrangement consisting of the following: a. Transfer of Cement Business from Rain Industries Ltd to Rain Commodities Ltd with effect from July 01, 2006. b. Amalgamation of the Company with Rain Commodities Ltd with effect from April 01, 2007; and c. Transfer of Calcined Petroleum Coke (CPC) and Power Business from Rain Commodities Ltd to Rain Industries Ltd with effect from April 01, 2007. (As Per BSE Announcement Website Dated on 22/11/2007) SUB. :- Scheme of Amalgamation of Rain Calcining Ltd. (Scrip Code 532153) Trading members of the Exchange are hereby informed that, Rain Commodities Ltd. has fixed the Record Date for Rain Calcining Ltd. for the purpose of Amalgamation of Rain Calcining Ltd. with Rain Commodities Ltd. Trading members are advised not to deal in the equity shares of Rain Calcining Ltd. with effect from the under mentioned date. COMPANY NAME CODE Rain Calcining Ltd. 532153 RECORD DATE 02/01/2008 PURPOSE The Scheme of Amalgamation: - To Determine entitlement of shareholders of Rain Calcining Ltd. pursuant to the Scheme of Amalgamation of Rain Calcining Ltd. with Rain Commodities Ltd. Rain Commodities Ltd. will issue and allot to the shareholders of Rain Calcining Ltd. in the ratio of TWO fully paid up equity share of Rs.10/- each of Rain Commodities Ltd. for every SEVEN Equity Share of Rs.10/- each held in Rain Calcining Ltd. NO DEALINGS FROM 26/12/2007 DR-188/2007-2008 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 12/12/2007 Trading members of the Exchange are hereby informed that the under mentioned new securities of Rain Commodities Limited (Scrip Code: 500339, ISIN No: INE855B01017) are listed and permitted for trading on the Exchange with effect from Thursday, February 14, 2008. Securities 3,48,61,286 * Equity Shares of Rs.10/- each issued to shareholders of erstwhile Rain Calcining Limited pursuant to the Scheme of Amalgamation of the Company. Dist. Nos. 32110001 to 66971286 *These shares are ranking pari-passu with the old equity shares of the company. 2. The brief particulars of the Scheme of Amalgamation are as mentioned below: a) The Scheme of Amalgamation of the company was approved by the Hon'ble High Court of Andhra Pradesh vide its order dated October 25, 2007. b) Appointed Date: April 01, 2007. c) Effective Date: November 23, 2007. d) Date of Allotment: January 4, 2008. e) Exchange Ratio û For every 7 (seven) fully paid up equity shares of Rs.10/- each fully paid up held in erstwhile Rain Calcining Limited, 2 (two) fully paid up equity share of Rs.10 /- each of the company have been issued. 3. As per Exchange Notice No. 20071212-32 dated December 12, 2007, the transferor company viz. Rain Calcining Limited has fixed 'Record Date' as January 02, 2008, for giving effect to the Scheme. 4. The company's financial year ends on 31st December. (As Per BSE Notice Dated on 13.02.2008)