Vardhman Textiles Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 17, 2010, approved the Scheme of Arrangement and Demerger ('Scheme') between Vardhman Textile Ltd. ('VTEX' or the Company) and Vardhman Special Steels Ltd. ('VSSL'), and their respective shareholders and creditors for the demerger of the Steel Business ('Demerged Undertaking') of VTEX into VSSL w.e.f. January 01, 2011 ('the Appointed Date'). VSSL is a wholly owned subsidiary of the Company. The Board of Directors of the Company have also approved the share entitlement ratio of 1 (ONE) fully paid equity share in VSSL of face value Rs. 10/- each credited for as fully paid-up for every 5 (FIVE) equity shares of Rs. 10/- each held by such shareholder in the Company, on the basis of the recommendation made by an independent valuer M/s. SSPA & Co. Chartered Accountants. Therefore, in consideration of the demerger, each shareholder of VTEX would additionally receive 1 (one) equity share of Rs. 10/- each in VSSL for every 5 (five) equity share of Rs. 10/- each being held by such shareholder in VTEX without any additional consideration. Further, pursuant to the Scheme, shares of VSSL will get listed on the Bombay Stock Exchange and the National Stock Exchange. The Scheme is subject to and conditional upon the requisite approvals being received, including approvals of the stock exchanges, shareholders, creditors and sanction of the Hon'ble jurisdictional High Court pursuant to Sections 391 to 394 of the Companies Act, 1956. KPMG are the external advisors who are advising the Company in this transaction. With reference to the earlier announcement about the Court Convened Meetings of the Shareholders, Secured Creditors and Unsecured Creditors which were required to be held on October 23, 2010 pursuant to the Order of the Hon'ble Punjab & Haryana High Court at Chandigarh dated September 08, 2010, Vardhman Textiles Ltd has now informed BSE that pursuant to the approval to the Scheme by the Shareholders, Secured Creditors and Unsecured Creditors, a Confirmatory Petition was filed in the Hon'ble Punjab & Haryana High Court at Chandigarh for its approval which was finally heard and an Order was passed by the Hon'ble Punjab & Haryana High Court on January 12, 2011 approving the Scheme. A certified copy of the said Order dated January 12, 2011, however, was received on March 11, 2011 by the Company. The Copy of the Order has been filed with the Registrar of Companies at Chandigarh on March 15, 2011 and the Scheme has become effective. As per the Scheme, the Steel Business Undertaking of the Company stands vested in Vardhman Special Steels Limited w.e.f. the Appointed Date i.e. January 01, 2011. As per Clause 5.1 of the Scheme, the shareholders of Vardhman Textiles Limited would be allotted 1 share of Vardhman Special Steels Limited for every 5 shares held in Vardhman Textiles Limited whose names are registered in the register of members of Vardhman Textiles Limited as on the Record Date to be fixed for the purpose. (As Pe BSE Announcment Website dated on 16.03.2011) Vardhman Textiles Ltd has informed BSE that the Board/Committee of Directors of Vardhman Textiles Ltd and Vardhman Special Steels Ltd. has fixed March 30, 2011 as the Record Date for determining the entitlement of the shareholders of Vardhman Textiles Ltd to the shares of Vardhman Special Steels Ltd. (As Per BSE Announcement Website dated on 18.03.2011) SUB.:- Scheme of Arrangement of Vardhman Textiles Ltd. (Scrip Code 502986) Trading Members of the Exchange are hereby informed that, Vardhman Textiles 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 Vardhman Textiles Ltd. (502986) RECORD DATE 30/03/2011 PURPOSE Scheme of Arrangement: - Demerger of the Steel Business Undertaking of Vardhman Textiles Ltd. into Vardhman Special Steels Ltd. Upon the coming into effect of the Scheme, and in consideration of the transfer and vesting of the Steel Business Undertaking into Vardhman Special Steels Ltd, Vardhman Special Steels Ltd shall issue and allot to the shareholders of Vardhman Textiles Ltd, in the ratio of 1 (ONE) equity share of Rs.10/- each fully paid up of Vardhman Special Steels Ltd for every 5 (FIVE) equity shares of Rs.10/- each fully paid up in Vardhman Textiles Ltd. EX-ENTITLEMENT FROM DATE & SETT. NO. 29/03/2011 DR-254/2010- 2011 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice dated on 21.03.2011)