IN THE HIGH COURT OF JUDICATURE CHHATTISGARH, BILASPUR ORDINARY ORIGINALCIVIL JURISDICTION COMPANY PETITION N0. OL OF 2007 t5 Z]y connected with COMPANY PETITION NO. l OF 2007 In the matters of Companies Act, 1956 (1 of 1956) AND In the matter of Section 391 to 394 of the Companies Act, 1956 ‘ AND In the matter of Scheme of Arrangement of Chhattisgarh Electricity Company Limited and Raipur Gases Private Limited with Raipur Alloys & Steel Limited ’ CHHATTISGARH ELECTRICITY COMPANY LTD., a company incorporated under Companies Act, 1956, having its Registered Office at Industrial Growth Centre, Siltara, Raipur, Chhattisgarh— 493111 represented by its Director Mr. PIK. Jain. PETITION UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956 TO NCTION THE SCHEME OF ARRANGEMENT. ..Petitioner/ 15‘ Transferor Company SA ‘ 0%1‘ HIGH QGURT QF $HH£TT§$G§RH, $ILA$PHF€ Ordmary Qriggaai Civil Jur§sdict§oa CQMPANY PETETIGN $39.2 of 299? Connected with COMPANY PETiTmN N071 GF Win? En ihe matters of Comnanies Act. 1956 (1 of 1%8) AND m the matter sf Section 391 te 394 ofthe Companies Act. 1956 AND m. the matter of Scheme of Arrangement of Chhaitisgarh Eiectricity Company i Dmited and Raipur GaSés Priva‘ié Limited with Raipur Aileys 3.: Steei Lim§ied. \ CHHATTSGARH ELECTRICH‘V : PetitioneriTransferar Company COMPANY UMWED a Company incorporated under Companies Act, i956, having its Registered Office at industrial Grewth Centre, Siitera, Raipur (‘39.) 4§3i i i, represented by its Sirector, MLPKJain 'i ’i £5,200? I g Shri Ashok Kumat Anchaiial Shri G. Kaiyah Jhabakh, Suraee and $uraria :17; and $hi’i RR. Sinha, Counsel fer petitioner Company Heard The Court-hereby order the feiiowing on the'petition‘ FORM N041 {See Rule 81 i ORDER ON PETiTiON The above petition eoming on for hearing an 11/05/2007 upon teadi'ng the said petitien, the order dated 319‘ Jahuary, 2007 whereby the said company, was crdeted to convene separate meetings of the secured creditors and equity sherehoiciers of the abeve company for the purpose of considering, and iftnougnt fit, approving, with or without modification, the compromise or arrangement proposed to be made between the said company end Raipur Gases Private Limited with Raipur Aiioye and Steei Limited (Transferee company) and annexed to the atiidavt of i‘Jir.i(.K. Sarda filed the 12th day oi Jan’2GO? ano the Times o india and in Navbharat newspaper dateo 5 z o ¢ih February’2GG? each containing t. e ..... , f 7 fJ- ial‘ adveffisement of the said mtice convening fhe said meeéings d¥rected to be held by the said omier 'da'ied 31St &an’200? the affizgavii 0f Mr. Kama} K§shvare sarda cia‘ied Pt Mai’ch, 209? fiied an the 9‘“ March’2007 showing the wbiicatien and dispaich cf We notises com/311mg tha said meetings, the reporis of ihe shairman of ihe saic! mee‘iiogs respective§y dated 2m March’200? a3 to the resu§t of fhe said meeiings, and on ordering the adverkisemem of the daie ond ootice of hearing of ihis‘ pe’iition being iD‘h May’ZOO? and the Said adveriisemeni hailir‘ag beer! published in the neWSpapor Navb'nara’i Bainik dated 26th Aprii’ZOW and Times of iodia dated 29th Aprii'200? and there being m opposition to ihe pe‘iition and upon hearing Shri Asnok Kumar Ancneiia, Surana am: Surene international At’aorneys and Shri RR‘Sinha, Counsei for peiiiioner .1 Transferor Company anci it appearing from the reports the? the preposed compromise or arrangement has been appé'oved with minor modifications unanimousiy by the members and seemed, creditors present and voting in person or by proxy This Court doth hereby sanction the compromise or arrangement as prayed for in para 4O of the petition herein‘ and set forth in the ec’necuie hereto inter aiia transferring the entire undertaking of the petitioner company to the transferee company, and doth hereby deoiare the seine to he binding on Secured Creditors and Equity Sherehoiders of the above named. company and aiso on’the said company. A‘r)’; And this Court doth further order :— t. That aii the property, rights and powers of the trensferor company es per the scheme of amaigamation annexed hereto and aii other property, rights and powers of the transferor company be transferred Without further act or deed to the transferee company and accordingiy the same shaii pursuant to section 3%(2) of the Companies Act, 1956 be transferred to and vest in the transteree oompany for aii the estate and interest of the transferor company therein but subject nevertheiess to aii charges now affecting the same with attest from the appointed date ie. t it Aprii 203$ and 2i That aii the iiabiiities and duties of transferor company ‘oe transferred without any further act or deed to the transferee company and accordingiy the same shalt, pursuant to section 394{2) of the Companies Act, @55 be transferred to and become the iia'oiiities of the transferee company with effect from the appointed date i.e. ’ig Aprii 200$ )3v1 Thai ail praceed'mgs now pending by 0r against the transfema’ compaay be confmued by m agai'ms‘t the wansferee compamy’ and 4‘ Thai: *c'ne transferee cempany do without further apmisatmm auo’c to the $31a1'ehoiders of the wansfemz’ cvmpaw as requéred by para 16 of i‘ne sscheme of Amabamaiion annexed nea'eto, the shares in the transfei'ee aompany i0 which iney ere enmled under the said scheme of amaigamaiien Q1 Thai the ta’ansfero‘r comeami d9 within 3O days after tne daee a? this ardei‘ ceuee a certified cepy of ibis cider t0 be delivered t9 ihe Registrar of i Companies Chha’iiisgarh and Madhya 9radesh'et Gwaiiw “ior regieiyation i and en seen certified cam! being so deiivered Thai iei' disseiu‘cien e‘i ihe Petitionei f Traneferor Sompany without Winding up, the peiitioner is direc’ted to make separaie appiice‘tion UIS 394 of t ‘7’. Thee any person interested shaii be at iiberty to eepiy i0 éhe com-t in {he )p Sempaniee Act above matter fer any directiene that may be neceseary. SCHEQULE _-__.———- * Scheme at amaigamation as sancttoned by the Court. Aenexute 5 at the petiticm a5 attached ‘ The Scheme of Amaigemation amexed shaii term part of thie order. Company petitton is disposed of accotdingly. i L.C.BHADOO Sd/_ Judge Same/— he ~o~