Godawari Power and Ispat Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 05, 2010, inter alia, have approved a Scheme of Amalgamation ('the Scheme') of Hira Industries Ltd. (HIL), an associate concern and R. R. Ispat Ltd. (RRIL), a wholly owned subsidiary with the Company (GPIL) under the provisions of Section 391 to 394 of the Companies Act, 1956. I. SHARE EXCHANGE RATIO The share exchange ratio has been arrived at by M/s. O. P. Singhania & Co., Chartered Accountants, Statutory Auditors of the Company, on which a fairness opinion is issued by Motilal Oswal Investment Advisors Pvt. Ltd. The share exchange ratio is given below: Hira Industries Ltd: For the merger of Hira Industries Ltd. into GPIL, GPIL will issue 3700018 equity shares to the shareholders of Hira Industries Ltd. in the ratio of 1 (One) equity share of Rs. 10/- (Rupees Ten Only) each fully paid for every 1.18 (Rounded off) equity shares of Rs. 10/- (Rupees Ten Only) held in HIL. RR Ispat Ltd: Since RRIL is 100% subsidiary of GPIL, upon the scheme becoming effective, the investments in equity shares of RRIL held by GPIL shall be cancelled and no fresh equity shares of OPIL are proposed to be issued for the merger of RRIL and thus no swap ratio has been worked out. The equity shares of 'GPIL' held as investments by RRIL are proposed to be transferred, into a Trust for the benefits of GPIL and the Proposed Trust will hold the Equity shares of GPIL as treasury stock till the same are liquidated/sold. II. SHAREHOLDING PATTERN Consequent upon the merger, the shareholding pattern of GPIL would be as follows: -PRE MERGER i. Category: Promoter & Promoters Family - No. of Shares as on Dec 31, 2009: 16,552,652 - % Holding: 58.94 ii. Category: Mutual Fund & Financial Institutions - No. of Shares as on Dec 31, 2009: 1,632,993 - % Holding: 5.82 iii. Category: Foreign Institutional Investors - No. of Shares as on Dec 31, 2009: 1,668,683 - % Holding: 5.94 iv. Category: Public Shareholders - No. of Shares as on Dec 31, 2009: 8,215,479 - % Holding: 29.27 -POST MERGER i. Category: Promoter & Promoters Family - No. of Shares as on Dec 31, 2009: 20,252,670 - % Holding: 63.75 ii. Category: Mutual Fund & Financial Institutions - No. of Shares as on Dec 31, 2009: 1,632,993 - % Holding: 5.14 iii. Category: Foreign Institutional Investors - No. of Shares as on Dec 31, 2009: 1,668,683 - % Holding: 5.25 iv. Category: Public Shareholders - No. of Shares as on Dec 31, 2009: 8,215,479 - % Holding: 25.86 III. APPROVALS The Scheme is subject to consent, approval of requisite majority of shareholders and creditors of GPIL, RRIL and HIL and the sanction of Scheme by the High Court of Chhattisgarh and all other regulatory approvals as may be necessary for the implementation of the Scheme. IV. BACKGROUND OF HIL & RRIL HIL is engaged into business of Iron Ore Crushing activities with installed capacity of 600000 TPA. HIL is also holding majority of the equity shares (39.88%) of M/s. Hira Ferro Alloys Ltd. (HFAL), an Associate Company engaged in business of manufacturing of Ferro Alloys with installed capacity of 52200 TPA and Captive Thermal Power generation capacity of 20 MW. HFAL also holds group's strategic investments in the Joint Venture Companies engaged in Coal Beneficiation Activities and other group Companies. M/s. RRIL is wholly owned subsidiary of GPTL. The Company is engaged in rolling of Steel Billets into Wire Rods and Wire drawing with installed capacity of 100000 TPA and 30000 TPA respectively. RRIL also holds 10.06% of paid up capital of HFAL. Godawari Power and Ispat Ltd has submitted to BSE a copy of the Minutes of Court convened meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company held on August 02, 2010 approving the Scheme of Amalgamation of Hira Industries Ltd. and R.R. Ispat Ltd. with Godawari power and Ispat Ltd. (As Per BSE Announcement Website dated on 13.08.2010) Godawari Power and Ispat Ltd has informed BSE regarding 'Merger of Hira Industries Limited (HIL) and R. R. Ispat Limited (RRIL) with Godawari Power and Ispat Limited (GPIL)' Announcement: 'The Hon'ble High Court of Chhattisgarh at Bilaspur have sanctioned and confirmed the Scheme of amalgamation of M/s Hira Industries Limited And M/s R.R. Ispat Limited with our Company namely GPIL vide its order dated March 17, 2011 and certified copy received by the Company on March 19, 2011. The said Scheme of amalgamation as per the order of Hon'ble High Court, shall come into effect after filing of the certified copy of the said order with Registrar of Companies within 14 days from the date of receipt of Copy ofthe order. Pursuant to the said Scheme of Amalgamation GPIL shall issue 36,86,440 Equity shares of Rs. 10 each fully paid to the Equity Shareholders of HIL and the Shares of RRIL shall be cancelled since the entire Share Capital of RRIL held by GPIL. Further as per the Scheme of Amalgamation the 11,25,000 Equity Shares of GPIL held by the RRIL shall be transferred to 'GPIL Beneficiary Trust'.' (As Per BSE Announcement Website dated on 21.03.2011) Godawari Power and Ispat Ltd has informed BSE that pursuant to the Scheme of Amalgamation M/s. R R Ispat Ltd (RRIL) and M/s. Hira Industries Ltd (HIL) with the Godawari Power and Ispat Ltd (Company) as confirmed by the Hon'ble High Court of Chhattisgarh, Bilaspur vide its Order (Oral) dated March 09, 2011, the Committee of Board of Directors in its meeting held on March 30, 2011 allotted 36,86,440 equity shares of Rs.10 each fully paid to the equity shareholders of Transferor Company M/s. Hira Industries Ltd. The shares shall be credited to the d-mat accounts of the respective shareholders by corporate action and 25% of the said shares of each such allottee shall be locked in for a period of three years from the date of listing of new shares with stock exchange. Moreover, consequent upon the said merger, 3,94,000 equity shares held by RRIL and 15,62,200 equity shares held by HIL in M/s. Hira Ferro Alloys Ltd shall be transferred to the Company, as a result of which the aggregate shareholding of GPIL shall be increased from 52,000 to 20,08,200 equity shares of Rs. 10/- each fully paid which amounts to 51.2597% of the total equity of M/s. Hira Ferro Alloys Ltd. Accordingly GPIL becomes holding Company of Hira Ferro Alloys Ltd w.e.f. March 30, 2011. (As Per BSE Announcement Website dated on 30.03.2011)