Highlights-

• The Board of Dalmia Cement Bharat (DCBL) in a meeting held on 18^th March 2010 approved a scheme of arrangement to transfer its cement, power and other businesses from DCBL into Dalmia Bharat Enterprises Limited (DBEL).

• According to the proposal approved by the board, the restructuring is proposed to be undertaken through a scheme of arrangement under Sections 391 to 394 of the Companies Act, 1956. The appointed date for the transfer is April 1, 2010.

• DCBL will de-merge the cement undertaking, refractory undertaking, thermal power undertaking and certain other business into Dalmia Bharat Enterprises (DBEL), which at present is a wholly owned subsidiary of DCBL.

• The new entity will get listed on the stock exchange by the end of the current year.

• Post restructuring, DCBL will become a sugar company and will be renamed.

• Further, the cement and thermal power business will be housed under DBEL as two wholly-owned subsidiaries viz- Avnija Properties and DCB Power Ventures. DBEL will become a public listed holding firm of cement and power businesses.

• The de-merger will provide flexibility in raising funds for future growth and expansion.

• Existing DCBL will continue as an integrated sugar company.

• The promoters will continue to hold 57% stake in both the resultant entities.

• The proposed Scheme of Arrangement will be subject to the approvals of the High Court of Judicature at Tamil Nadu as well as from the shareholders, lenders and creditors.

• The company plans to list Dalmia Bharat Enterprises on the Bombay Stock Exchange, the National Stock Exchange and the Madras Stock Exchange Association Limited.

• Dalmia Bharat Enterprises will issue equity shares to the shareholders of DCBL in the ratio of 1 equity shares of rupees 2 each of Dalmia Bharat Enterprises for every 1 equity shares of rupees 2 each held in DCBL.

• The scheme is expected to be completed by the third quarter of FY 2011.

• The company plans to increase its cement capacity by further 10 million metric tonnes through additional green-field capacity by 2013 in phases.

• The company is exploring private equity investment in order to fund the above mentioned expansion. The company seeks nearly Rs 1000 crore of equity participation by the private equity investors in its cement business ‘Avnija'.

• The total capital expenditure for this cement capacity expansion is Rs 4500 crore.

• The company holds 45.4% in its associate viz- OCL India and the current structure will continue.

• In the sugar business the company is one of the largest sugar players in UP with 22,500 tonnes crushed per day capacity and an integrated plants with 79 MW co-gen capacity of which 2/3 rd is exportable. The distillery capacity is 80 kilo liters per day.

• In the power business the company has 72 MW of captive power plant at Dalmiapuram and Ariyalur in Tamil Nadu and the company is poised for merchant power sale going ahead.

• The proposed de-merger is expected to unlock value for shareholders by offering 2 pure play listed entities to investors allowing them flexibility for capital allocation.

• The company believes that favorable industry dynamics present compelling opportunities for focused and independent growth in each of its individual segments. Hence, there is a pressing need to put in place enablers that will provide a platform over the long term to seize these opportunities.

• The restructured entities will enable fund raising flexibility and focused attention to individual segments.

• The de-merger will enable the company to expand its cement business and seamlessly tap financing opportunity thus enabling meaning full growth.

• The de-merger will create distinct corporate entities that will give additional liquidity.