Kemrock to acquire Top Glass

Kemrock Industries & Exports Ltd has informed that the Company has reached an in-principle understanding to acquire the business of Top Glass SpA, Italy. The deal was negotiated and agreed in-principle on February 08, 2008, by Mr. Kalpesh Patel, Chairman and Managing Director of Kemrock and Mr. Alfonso Branca, Managing Director of Top Glass.

The acquisition of majority holding, which is subject to customary due diligence, documentation and compliances with the applicable regulations / approval would enable, Kemrock to integrate Top Glass' World renowned technical Capabilities in the field of pultrusion with Kemrock's growing reputation as Asia's leading composites manufacturer employing all the major process technologies.

This significant event in the history of Kemrock signals a major step forward in the technical competence, of pultruded products now available to the Indian and Asian Composites Market. The Company would have the enhanced capability of serving basic industries in the manner that European and North American users have enjoyed over the past few years.

Mr. Branca, Managing Director meantime foresees advantage for the Top Glass activity in Europe. Top Glass will remain an autonomous, entity as a subsidiary of Kemrock.

Top Glass are based some 20 kms north east of Milan, in a modern, state of the art pultrusion facility; and are renowned for the market leading technical expertise they exhibit.

Kemrock Industries preferential issue

Kemrock Industries & Exports Ltd has informed that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on October 30, 2007, inter alia, to transact the following:

1. To offer, issue and allot, on a preferential basis, not exceeding 25,98,000 Equity Shares of the Company having face value of Rs 10/- each (the Equity Share) at a price of Rs 450/- per Equity Share (including premium of Rs 440/-) aggregating to Rs 116.91 Crores in the proportion and to the persons specified hereunder, subject to necessary provisions and approvals:

(i) Upto 13,28,000 Equity Shares of face value of Rs 10 each for cash at a price of Rs 450/- per Equity Share (including a premium of Rs 440/- per share) to M/s. Clarita International Ltd, Mauritius, (foreign body corporate).

(ii) Upto 11,90,000 Equity Shares of face value of Rs 10/- each for cash at a price of Rs 450/- per share (including a premium of Rs 440/- per Equity Share) to Mr. Kalpesh Patel (the promoter / director); and

(iii) Upto 80,000 Equity Shares of face value of Rs 10/- each for cash at a price of Rs 440/- per share (including a premium of Rs 440/- per Equity Share) to Mrs. Binita Patel (promoter).

2. To issue, offer and allot upto 18,00,000 Warrants ("Warrants") to Mr. Kalpesh Patel (promoter / director of the Company) on preferential allotment basis, on such terms and conditions and in such manner as the Board may think fit, each Warrant entitling the holder thereof to apply for and be allotted one Equity Share of Rs 10/- per Warrant, which conversion must be made within a period not exceeding eighteen (18) months from the date of issue of the Warrants, in one or more tranches, in accordance with SEBI (DIP) Guidelines and other relevant guidelines as may be applicable, such that the Equity Shares to be issued on exercise of Warrants so issued or allotted, give rise in aggregate upto 18,00,000 Equity Shares of Rs 10/- each fully paid up at a premium of Rs 440/- per Equity Share aggregating to Rs 450/ per Equity Share, of which a sum of upto 10% per Warrant (aggregating upto Rs 8,10,00,000/-) would be payable at the time of allotment of the Warrants in the following manner:

(i) PART - A - being 8,22,000 Warrants the registered holder of the Warrant under Part A shall be entitled to apply for at his option and seek allotment of one Equity Share of Rs 10/- each, in the manner aforesaid, on and after April 01, 2008 but on or before March 31, 2009

(ii) PART - B - being 9,78,000 Warrants the registered holder of the said Warrants under Part B shall been titled to apply for at his option, and seek allotment of one Equity Share of Rs 10/- each, in the manner aforesaid, on and after April 01, 2009, but within the period of 18 months (being the term of the Warrant) from the date of Issue of the Warrants.

3. Increase in the Authorized Share Capital of the Company, from Rs 15,00,00,000 divided into l,50,00,000 Equity Shares of Rs 10/- each to Rs 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs 10/- each, and consequential amendments in the Memorandum & Articles of Association of the Company.

4. To appoint Mr. Tushar Patel, as Director of the Company, whose office shall be liable to retire by rotation.