1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY NAGPUR BENCH ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 13 OF 2007 IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF: SECTIONS 391 TO SECTION 394 OF THE SAID ACT A N D IN THE MATTER OF : BILT Graphic Paper Products Limited A Company incorporated under the Companies Act, 1956, having its registered office at P.O. Ballarpur, District - Chandrapur, Maharashtra 442 901. AND IN THE MATTER OF : Scheme of Arrangement and Reorganization between Ballarpur Industries Limited and its shareholders & creditors AND BILT Graphic Paper Products Limited and its shareholders & creditors BILT Graphic Paper Products Limited A Company incorporated under the Companies Act, 1956, having its registered office at P.O. Ballarpur, District – Chandrapur, Maharashtra 442 901. PETITIONER/ TRANSFEREE COMPANY 2 CORAM : B.P. DHARMADHIKARI, J. NOVEMBER 30, 2007. ORDER The above petition coming for hearing on 23.11.2007 and upon reading the said petition, the order dated 14.09.2007 whereby the petitioner – company was ordered to dispense with convening of separate meetings of the equity shareholders and of the sole unsecured creditor of the company for the purpose of considering, and if it thought fit, approving, with or without modification, the scheme of arrangement and reorganization proposed to be made between the petitioner company and BALLARPUR INDUSTRIES LIMITED and annexed to the affidavit of Shri Abhisar Choudhary, filed on the 11th day September, 2007, as the equity shareholders and the sole unsecured creditor of the applicant company have agreed in writing to the proposed scheme as can be seen by the individual consent letters of the said equity shareholders and the sole unsecured creditor and upon hearing Shri Sunil V. Manohar, Advocate for the petitioner – company and it appearing that from the consent letters filed by the equity shareholders and the sole 3 unsecured creditor that the proposed scheme of arrangement and reorganization has been agreed unanimously by the equity shareholders and the sole unsecured creditor of the company. And upon perusal of affidavit of Shri V. Sreeniwas Rao, Regional Director, Western Region, Ministry of Corporate Affairs, stating that Scheme is not prejudicial to the interest of Creditors, shareholders and public. And after hearing Advocate S.K. Mishra, A.S.G. on his behalf and learned Official Liquidator who gave their no objections to sanction the scheme. This Court doth hereby sanction the scheme of arrangement and reorganization annexed hereto as the schedule, and doth hereby declare the same to be binding on the equity shareholders and the sole unsecured creditor of the petitioner company and BALLARPUR INDUSTRIES LIMITED. AND this Court doth further order :- 1.That all the properties, rights and powers of the transferor company in BILT NEW UNDERTAKING be transferred to the 4 petitioner/ transferee company in the manner provided for in the scheme with effect from the appointed date and accordingly the same shall be transferred to and vest in the transferee company. 2.That all the liabilities, debts, duties and obligations of the transferor company in BILT NEW UNDERTAKING be transferred to the petitioner/ transferee company without any further act or deeds accordingly the same shall be transferred to and become the liabilities, debts, duties and obligations of the petitioner/ transferee company ; 3.No rights or privileges or service conditions of employees/ workmen of the transferor company shall be altered to their prejudice by this Scheme except upon compliance with provisions of relevant Labour Laws and other legislations regulating the same; and 4.That all proceedings now pending by or against the transferor company with respect to BILT NEW UNDERTAKING be continued by or against the petitioner/ transferee company; and That the parties to the scheme of arrangement and reorganization or other persons interested shall be at liberty to apply to this Court for 5 any directions that may be necessary in regard to the working of the scheme of arrangement and reorganization, AND That the petitioner company do file with the Registrar of Companies a certified copy of this order within 14 days from this date. SCHEDULE Scheme of arrangement and reorganization as sanctioned by the Court. Dated this 30th day of November 2007. JUDGE ******* *GS.