MK @ IN THE HIGH COURT OF JUDICATURE CHHATTISGARH, BILASPUR ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. QE OF 2007 connected with COMPANY PETITION NO. 1 OF 2007 PETITION UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT 1956 TO m SANCTION THE SCHEME OF ARRANGEMENT In the matters of Companies 1956 4}“ 4. Act, 1956 (1 1956) %b Cl%%§ _ 3x ‘; V AND Q; In the matter of Section ° g? \z 391 to 394 of Companies Act, 1956 @‘Pg‘ f f: AND Q?“¢g In the matter of Scheme of Arrangement Chhattisgarh Electricity Company and Raipur Gases Private 'Limited Raipur Alloys & Steel Limited RAIPUR GASES PRIVATE LIMITED, a company incorporated under Companies Act, 1956, having its Registered Office at P-48, Industrial Area, Near Urkura Railway Station, Raipur, Chhattisgarh 493221 represented by Director, Dr. K.K. Rathi. ‘ ”Petitioner/ 2'“ M H§$§~§ CWJRT 9F CHHAT?§$G,§RH. B§LA$PUR rdin ri inai Jurisdic‘ii . S@M?AN‘( PETI’E1QN Na3 of 2W? Connecied with CGMPANY PETiTiQN MG”? GF 2&0? m the matiei's of Companies Act 1%6 {1‘ ef 1956) AND in the matter of Sewer: 391 ta 384 of the Companies Act Q58 AND n the maiier of Scheme cf Arran ememtaf Chhaws' arh Eiectri om a Limited amd Rama! Gases Privatg Limiied \Mth ‘Raiiaui' Alicvs & Sfeei Limited. RNPUR GA$ES PRWATE LH‘v’IWED : Petitioiierf‘i‘ransfemr Corépany a Company incerpcrafed under , Cemmmies Act, ”$56, havang ifs R$gistered Office ai 13-48! indwtr§a§ Area, Near Urkura Raiiway Station Raipur, Chhafiisgar‘n 493221 represented by its Birector Dr.K.K:Rathi Shri Ashok Kumar Anchaiia, Shz'i G. Kalyan J’nabakh, $u‘ram and surama am Shri R.R.$inha, Ceunsei far petitiener Cemparwy. Heard. The Cow”: hereby crder the foiiewiiig (m €§1e pemioa §30RM NQM {See Rule 81 ] QRQ‘ER {3N PETiTiQN The above peiit§on coming on fer hearing an i 11’65/200? wen reading the said pe‘iiiian, iihe ordef ciated 315‘ Jan’2007 wheeby the said company, wee em‘ered i0 eenvene meeiing cf equity sharehoidei’s of ihe above cempany for the pui‘pase of eoneidering, emf ii thought fit, appioving, Wii‘n or wiihoui modificaiien, the comprsmise (a? arrangemeei prepesed to be made beiween the eaid company and Ch‘naiiisgarh Eiecieiciiy Ccmpaey Limited with Raipw Aiioys aeci $ieei Limited {‘Tmneieme cemeeny} and annexed ie ihe affidavit of Mr. KK. Same iiieci ihe‘ 12*“ day of Jan‘2007 anii ihe Times of indie and in Navbharai riewspeper deied 55‘!” Februe:y’2GO? each som'ieining \the advertieement 0f The said miice eenvenmg ihe u ,neeiing directed it; ‘ee heiij by ihe eeid aide? daied 31S? Jan‘2037 the aifidavi’: $2 1 M. F Ga; O Civil en { m C n of Mr. Kama} Ki$hsre $arda dated 15‘ March’2007 med on 9th March, 2007 showing the pubiication arzd dispatch e‘f the nctices convening the said meeting, the repari cf the Chairman of the sakf meeting dated 2m Mamh’2007 as to the resuii of ihe said meeting, and ch ordering the advertisement of the date and notice of heating 0f this petition beihg 10th May’2GG? and the said advertisement having been published in the newspaper Navbharat Dainik e‘eted 26‘“ Aprii’2007 and Times of indie dated 2§m Aprii’2007 anci there being ne apposition te the petition anci upen hearing Shri Ashok Kumar Anehaiia, Surane and Surana internationai Attorneys and Shri RR. Sinha, Counsei fer petitioner / Transferor Company and it appearing from the teports that the propesed qompromise or arrangement has been approved with minor modifications unanimousiy by the members present and voting in person or by proxy This Court ciot’n hereby sanction the compromise or arrangement as prayed for in para 33 oi the petition herein‘ and set forth in the scher’iuie hereto inter aiia transferring the entire undertaking of the petitioner company to the transferee eompany, and cloth hereby deoiare the same to be binding on Equity Sharehoidei‘s of the above named company and also on the said company. And this Court doth further order:- 1. ihat all the property, rights and powers of the transferor company as per the scheme of amaigamation annexed hereto and aii other property, rights and powers of the transferor company ioe transferred without further act or deed to the transferee company and acoordingiy the same shaii pursuant to section 3% (2) of the Companies Act, 1956 be transferred to and vest in the transferee company for aii the estate and interest or the transferor company therein but subject nevertheiess to aii chargesnow affecting the same with effect from the appointed date Le. 15: Aprii 2006 and 2. Tnat aii the iiaioiiities and duties of transferor company be transferred without any further act or deed to the transferee company and accordingiy the same shaii, pursuant to section 394(2) of the Companies Act, 1956 be transferred to and become the iiabiiities of the transferee company'with effect from the appointed date i.e. 15: April 2606 That aii proceedings now pending by or against the transferor company be b) continued by or against the transferee company and 1 4i That the transferee company do without further appiication aiiot to the shareholders of the transferor company as required ’oy para 10 of the 3 M7 scheme of Amalgamation annexed hereto‘ ihe shares ih the transferee company to which they are entitied under the said scheme of amagamation and» That the transferor company do within 3O days after the date a? this order U1 cause a certified copy of this order to be detivered t0 the Registrat of Companies Chhettisgarh and Madhya Ptadesh at Gwalior for registration amt eh such certified :opy being so cieiivered That for dissotution ef the Petitioner / Transferor Company without‘windihg up, the petitioner is directed to make separate appiication UIS 394 of the Compahiee Act. That any person interested shat! be at tiberty to appty to the court in the above matter for any directions that may be necessary. SCHEDULE Scheme of amaigamation as sanctioned by the Court. Annexure 5 of the petition as attacheoi The Scheme of Amalgamation annexed shall form part of thio order. Sd/- L.C.BHAD00 Judge Company petition is disposed of accordingly. i