y - ''-:^' ^: "•' •:, ^\c ^s^,^'':iwe:-!!uKSSSi^S^ w^^^sm ;/ IN:THE,HIGH COURT OF.JUDICATURE OF CHHATISGAI®AT effid<tS8i8i!BB8NI IN ITS ORIGINAL JURISDICTION COMPANY PETITION N0. (52^ OF 2006' CONNECTED WITH COMPANYAPPLICATIONNO.l OF 2006 .^^ ^ In the matter ofthe Companies Act, 1956; -And- In the matter of Sections 391 to 394 offhe Companies Act, 1956; -And- In the matter of Ainbuja Cement Eastern Limited, a company incofporated under the Companies Act, 1956 and having its registered ofBce at Village - Rawan, Tehsil - Baloda Bazar, District- Raipur, Cbliatisgarh493 331; -And- Ambuja Cement Eastem Limited, a company incorporated under the Companies Act, 1956 and having its Registered Office at Village - Rawan, Tehsil - Baloda Bazar, Distoiet - Raipur, Chhatisgaih493331; ... Petitioner Company PETITION TO SANCTION THE ARRANGEMENT EMBODIED IN THE SCHEME OF AMALGAMATION i';^-'?%^?s??"''f^!3.!1- -^^^^^^^^i^^iSi^S1 ^- t'^ '^•.^, is?"'E '^i-': II .t \ -^M M ''1:'^1 i,. .3E%Wl c IN THE HIGH GOCRT OE JUIUCATURE OF CHHATTISGARH AT BILASPUR IN ITS ORIGINATJtJRISmCTION COMPANY APPUCATION N0. .InfliematterofthecompamesAct,1956;. .And : . ' ; ' . , : • : • : : . Inthe^matterofSections391to394oftheGompa(ues Act, 1956 ,•, .. . In the matter of Aitibuja Cement Eastem Limited, as epmpaiiy incorpofated under the Compaiues Act, 1956 .and liavuig its registered office at yillage' Raw^n,Tehsil-Baloda,Bazar,District-RaJpur CUiattisgaril493331 , ^ ::And : ' : , :, .',: ', :: fii the matter ofthe Scheme of amalgamatipn of-Afflbuja Gemetit.Eastem' LiButedwitheujarMAmbujaC'emeHtsI.jmited. Ambuja Cemenf Eastem Linuted a . ^ ~ eompany incorporated under; the, )anies Act, 1956 and haying its ? ^ -:. *' .' •• '. '-: •' •••:..'••...•..•:.^ •'•••• registered officer at Village- Rawan, Telisil- BaIodaBazar, Distt. Raipur, Chhattisgarh493331 . IStiri Maamdra Shrivastava, Sr. Advocate with Shri G. Umapathy, Shrf Prem FraHCis and Shri Ashish Shrivastava, Advocates fbr the petitioafir. t^ Sbn&.^Serw/al, Standmg Counsel for Central Geyt.appearingoabehalfofjJ: ' ^a-ss-';-. ^/ ,, : • ., • , ., . , ,,, „. J.,^ . 1 . , : , ^^ ;^' . ,_ :::^ , .:, , ^ . S.egional Director, Departmfint of Company Affairs, Westem. Mdia. Region; | : Munibai.' • ' ' '; ••; .''.•; ;. : .: . : .:':. :; ': .: ; :1'^ ShriR.L. Saraswat,Ofi5cialLiquidafpr,jspresentintheC()urt.^ i '•^* • ' '• ..' ' • . '• • ' ••. ••'..,.'.;...''• :•.•. '^' ••.•'•••••• •'..'••••.• .' .""'••••.•'';•••'.••• . (OrderpasseAont3-tl-2006) I •After pemsmg report offhe'.Ghairman,Hoa'hle^^^^]^ (Rd4.)appou^dfey^this<^urtas'^s<;Y^ Ncyvember, 2006 fiIed^by'Shn R.I.-.,Sara^^ afSdavit^ of .SM ;V.S. fcio,:ffisy^ amalgatnation of Ambiga GemeMtrEasl^iiEimited^int®"Gi(iraft;,^BlBu|a;^^ien{sj Limited.is passed:.'' ' : •;&?!:.Ta^ !',;, 'H .•."•'i'- SSs^ %^M^I^ siKS'SK ^^s^^^^" •^ ^l'' 't 2 /" <.1?"-[' ^ .ii^;1"?'. ;;<"»-7^'—~<!B-:. Upon tlie petition of Aiiibuja Cement Eastem Limited, the petitioner company above nained solemnly declared on 9 day of July 2006 and presented to this Hon'ble Court on the 9 day of July, 2006 for sanctioninj the proposed Scheme of Amalgamation ofAmbuja Cement Eastem Limited (hereinafter referredto as the Transferor company orthe petitioiier eompany) with Gujarat Ambuja Cements Limited (hereinafter referred to as Traasferee company) as mentioned in tlie said petitiQh and the said petition being tlas date ealled for hearing and final disposal and upoa reading flie said petition aad tlie afBdavit ofthe Sliri Devanaiid Pandey General Manager (HR&I) and ^y' • . • .•'..•.•.'.. • •' authorised Signatory oftlie petitioner eompany solemnly affinned on the 9 day of July 2006 verifyiag the said petition aiid upon tlie pursumg the report of share ratio dated 3r May 2006 ofDeloitte Haskins selts and upon readmgthe affidavit ofDevanand Pandayoflfae peti^ioner eompan^y on 10 November 2006 proving service of.notice of hearing oftlie petition aiid company application aad upon reading the affidavit of Shri Devanand Pandey dated 10 Noyember 2006, provingthe publication ofthe notice of the petition in English in "Hindu Business Line" dated 13 October 2006 and in Hindi "Navbharat Raipur dated 13 October 2006 aiid upon readmg the afSdavit of Sliri Devanand Panday the petitioner company dated 10 November2006 provingthe service ofthe notices ofhearmg on tfae Regional Director, Departmeat of Compaiiy Affairs, Maharashtra, Mumbai and the official Liquidator High coiirt of Chhattisgarh and Madhya Pradesh: at Indore, and upon readmg the order dated 11 August 2006 passed m compaiiy applicatipri No. 1/2006 whereby fhe petitioner company was directed to convene meetin&s ofthe Equfty shareholders/ Secured creditors/ and unsecured creditors of the petitioner company for tlie pmpose of consideruig and ifthought fit, approviag witli or without modification, flie arrangement embodied ht the Scheme 6f Amalgamatioii of tlie Anibuja Cement Eastem Lhrtited, the petitioner compaay witli Gujarat AmbHJa 'Cements Limited the transferee company and upoii reading the afSdavit dated 13.09.2006 ofHoa'bk Jusfice Shri S. K. Dubey, fhe chairman appointed for meetiags of the Equity Sharehplders, Secured Creditors and unsecured creditors ofthe petitioner companyproving dispatchpfindividuat notice convening meetings upon tlie Equity Shareholders,Secured creditors and unsecured creditors of the petitiQiier company and also proving publication of the notice cbnvening the meetings of Eqyity Sbareholders,^ Secured Credftors aiid unsecured creditors offhe pefitioner companv in the issue of Hiiidu Business Liiie ( iii English) and'Nav-Bharat (Hindi) both ird ttl ^^ V.. dated 23 August 2006 and upon reading the report dated 13 September 2006 ofHon'ble Justice Shri S.K. Dubey, the Chairmaii appomted by the High Court for the meetings of flie Equity Shareholders, Seeured Creditors aiid unsecured creditors offlie petitioner compaay as to flie result of tlie said meetings And upon reading tlie afBdavit pfthe Chainnan Hon'ble Justice Shri S.K. Dubey dated 13 September 2006 verifying the said report and it appears from the said report that Scheme of Aaialgamation has beeii unanimously approved by the Equity Sharettolders representing morethan three fourth in value ofthe Equity Shareholders present aad voting at the said meeting aad also unanimously approyed by the secured and unsecyred creditor present and voting at flie said meeting held on 13.Q9.06 and upoa pemsmg Ihe report ofOfEeial Liquidator dated 9 iNovsmber 2006 stating that the affairs of the petitioner have not beeii eonducted in a matmer prejudicial to the interest of its members or pyblic and upon readhig the affidavit dated 8 Novemher 2006 of Shn V Sreenivas Rao, Regional Director, Westem Region, Department ofCompaay^Affaire.statmgtliatthe Scheme is not prejudicial to'the interest ofcreditors and shareholders ofthe petitioner company aiid fhe public and upoii readiag the af5da\'it 6f Shri Devenand Pandey dated 9 July 2006 annexing hereto the latest Balance slieet aiid profit and loss account of the petitioner company as well as transferee company for fhe 18 motiths period ending 31st December 2005 and 30th June 2005 respectively and upon reading the company application no. 1/2006 and 2/2006 and affidavit in support dated 9'11 July 2006 and 14**' Septemher 2006 respectively filed by Shri Devenand Paiidey aiid upon reading affidavit dated 13th September 2006 of Hon'ble Justice Shri S.K. Dubey, the chainnan of the meeting of Equity Sharehplders, secured and unseGured creditors ofthe.petitioner company and other person or persons entitled to appear at the hearuig ofthe petition appearing this day either in support ofthe petition. or to show cause against the said petition and tliis COURT DOTH hereby sanction the scheme of amalgamation of Ainbuja Gement Eastera Liimted (Transferor compaiiy) with Gujarat Ajmbuja Cements Ltd. (fransferee Goiiipany) with effect fromthe appointed date i.e. 1.1.2006asunder:andthiscourtDOTH-ORDER . i 1. That allthe property, rights and powers ofthe transferor companyias per tfae scheme ofamalgamation annexed hereto and all other property^ nghts y y^--'- 4f: . -I. '%• :^ and powers ofthe transferor company be transferred witfaout further act or deed to the traiisferee company and accordingly the same shall pursuant to section 394(2) oftlie Compaiiies Act, 1956 be traiisferred to and vegt in fhe transferee company for all the estate and interest ofth.e traiisferor company therein but subject nevertheless to all charges now afifecting the saine with effect from the appointed date i.e. 1 Jaiiuary 2006 and . 2. That all flie liabilities and duties oftransferor coiiipaay be traiisferred wifliout any further act or deed to the transferee compaiiy and accordingly the same shall,pursuanttosection 394(2) ofthe Companies Act, 1956 be transferred to and become.the liabilities ofthe transferee company with effect from the appointed date i.e. 1 Jaauaiy 2006 3. That all prQceedings now pending by or agaiiist'the transferor company be continued by oragamstthetransfereecompany and 4.. That the transferee company do withouf farther application allot to flie shareholders of the transferor compaiiy as required by para 10 offhe scheme of Anialgamation annexed hereto, the shares in the tTansferee coinpany to which tliey are entitled under the said scheme of anialgaination aud 5. That tlie transferor conmany do within 14 days after the date ofthis order cause a certified copy of this order to be delivered to the Registrar of Companies Chhattisgarh and Madhya Pradesh at Gwalior for registration and on such certified copy beiag so delivered, the transferor cooipaay shall be dissolved without windmg up aiid the B.egistrar ofCompanies CMiattisgarh and Madhya Pradesh shall place all documents relating to tlie transferor company and registered with hiin onthe file maintained;by the Registrar of Companies Gujarat at Ahmedabad in relation to the transferee company and fhe flles relating to tlie said two companies shaU be co.nsolidated accordmgly and - 6.. Thaf any person interested shall be at liberty to apply to the court in the .abovematterfbranydirectionsthatmaybenecessary." ^ TheSchemeofAmaIgatna.tionatmexedshallfbrmpartfffthisorder. j Company petition is disposed ofaccordingly. lirVe/- Sd/- L.C.Bhadoo Judge ^—'.^ ^'^^T[