IN THE HIGH COURT OF JUDICATURE AT ALLAHABAD · PDF fileScheme of Demerger between Jindal Poly...

JINDAL POLY FILMS LIMITED, a company incorporated

under the provisions of the Companies Act, 1956, having its thRegistered Office at 19 K.M., Hapur-Bulandshahr Road, P.O.

Gulaothi, District Bulandshahr, Uttar Pradesh....Applicant Company No. 1/ Transferor Company

IN THE HIGH COURT OF JUDICATURE AT ALLAHABADORIGINAL COMPANY JURISDICTION

COMPANY APPLICATION NO. 2 OF 2013[Under Sections 391-394 of the Companies Act, 1956]

IN THE MATTER OF:

The Companies Act, 1956;

And

IN THE MATTER OF:

Application under Sections 391 to 394 of the Companies Act, 1956;

And

IN THE MATTER OF:

Scheme of Demerger between Jindal Poly Films Limited and Jindal Poly Investment and Finance Company Limitedand their respective shareholders and creditors.

AND

IN THE MATTER OF

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF JINDAL POLY FILMS LIMITED.To

The Equity Shareholders of Jindal Poly Films Limited (the “Company”).

thTake notice that by Order made on the 17 day of January 2013 the Hon'ble High Court of Judicature at Allahabad has directed that a meeting thof the Equity Shareholders of the Company be held at the registered office of the Company at 19 K.M., Hapur-Bulandshahr Road, P.O.

thGulaothi, District Bulandshahr, Uttar Pradesh on the 8 day of March, 2013 at 11:30 AM., for the purpose of considering, and if thought fit, approving with or without modification(s), the proposed Scheme of Demerger between Jindal Poly Films Limited and Jindal Poly Investment and Finance Company Limited, and their respective shareholders and creditors (the “Scheme”).

Take Further Notice that in pursuance of the said Order, a meeting of Equity Shareholders of the Company will be held at the registered office th thof the Company at 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh on the 8 day of March 2013 at

11:30 AM., which you are requested to attend.

Take further notice that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly thsigned by you, is deposited at the Registered Office of the Company at 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District

Bulandshahr, Uttar Pradesh., not later than 48 hours before the scheduled time of the commencement of the said meeting.

The Hon'ble High Court of Judicature at Allahabad has appointed Mr. Chandra Shekher Chaturvedi , Advocate and failing him, Mr. Anshuman Singh , Advocate, to be the Chairperson of the said meeting.

A copy of the Scheme, the statement under Section 393 of the Companies Act, 1956, and Form of Proxy are enclosed.

Dated this 24 day of January, 2013Sd/-

(Chandra Shekher Chaturvedi) (Chairperson appointed for the meeting)

Notes: All alterations in the Form of Proxy should be initialed.

th

(1)

JINDAL POLY INVESTMENT AND FINANCE COMPANY LIMITED, a company incorporated and existing under the provisions of Companies Act, 1956 and having its Registered Office at 19th K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh

AND

...Applicant Company No. 2/ Transferee Company


COMPANY APPLICATION NO. 2 OF 2013[Under Sections 391-394 of the Companies Act, 1956]

IN THE MATTER OF:The Companies Act, 1956;

And

IN THE MATTER OF:Application under Sections 391 to 394 of the Companies Act, 1956;

And

IN THE MATTER OF:Scheme of Demerger between Jindal Poly Films Limited and Jindal Poly Investment and Finance Company Limited

and their respective shareholders and creditors.

ANDIN THE MATTER OF

JINDAL POLY FILMS LIMITED, a company incorporated and existing under the provisions of the Companies Act, 1956, having its Registered Office at 19th K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh.

JINDAL POLY INVESTMENT AND FINANCE COMPANY LIMITED, a company incorporated and existing under the provisions of Companies Act, 1956, and having its Registered Office at 19th K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh

...Applicant Company No.1/ Transferor Company

...Applicant Company No.2/ Transferee Company

EXPLANATORY STATEMENT UNDER SECTION 393 OF THE COMPANIES ACT, 1956

th1. The Hon'ble High Court of Judicature at Allahabad, by order dated 17 day of January 2013, in the Company Application referred to above with respect to the Scheme of Demerger between Jindal Poly Films Limited (The Applicant Company No.1/Transferor Company) and Jindal Poly Investment and Finance Company Limited (The Applicant Company No.2/Transferee Company) and their respective shareholders and creditors [the Scheme]has directed the convening of the meetings as stated below to consider the Scheme :-

thA. meeting of the Equity Shareholders of the Applicant Company No.1 /Transferor Company to be held on the 8 day of March 2013 at th11.30 AM at the Registered Office of the Applicant Company No.1/Transferor Company at 19 K.M., Hapur-Bulandshahr Road, P.O.

Gulaothi, District Bulandshahr, Uttar Pradesh;

thB. meeting of the Secured Creditors of the Applicant Company No.1 /Transferor Company to be held on the 8 day of March 2013 at th1.00 PM at the Registered Office of the Applicant Company No.1/Transferor Company at 19 K.M., Hapur-Bulandshahr Road, P.O.

Gulaothi, District Bulandshahr, Uttar Pradesh;

thC. Meeting of the Unsecured Creditors of the Applicant Company No.1 /Transferor Company to be held on the 8 day of March 2013 at th2.00 PM at the Registered Office of the Applicant Company No.1/Transferor Company at 19 K.M., Hapur-Bulandshahr Road, P.O.

Gulaothi, District Bulandshahr, Uttar Pradesh.

2. The meetings of the Equity Shareholders of the Applicant Company No.2 / Transferee Company was dispensed with by the aforesaid thorder dated the 17 day of January 2013. The Applicant Company No.2/ Transferee Company has no Secured or Unsecured Creditors.

3. Jindal Poly Films Limited, the Applicant Company No.1 /Transferor Company was originally incorporated under the Companies Act, 1956 [the Act] under the name Hindustan Pipe Udyog Limited vide Certificate of Incorporation dated 09 September 1974 issued by the Registrar of Companies, Kanpur, Uttar Pradesh. The name of the Applicant Company No. 1/Transferor Company was changed to Jindal Polyester & Steel Limited in terms of fresh Certificate of Incorporation consequent on change of name dated 10 April 1992 issued by the Registrar of Companies, Kanpur, Uttar Pradesh. The name of the Applicant Company No.1/Transferor Company was further changed to Jindal Polyester Limited and fresh Certificate of Incorporation consequent on change of name was issued on 17 January 1995 by the Registrar of Companies, Kanpur, Uttar Pradesh. Thereafter, the name of the Applicant Company No.1/ Transferor Company was changed to its present name i.e. Jindal Poly Films Limited and fresh Certificate of Incorporation consequent on change of name was issued on 19 April 2004 by the Registrar of Companies, Kanpur, Uttar Pradesh and Uttaranchal.

(2)

Share Capital Amount (Rs.)

Authorised Share Capital

105,000,000 equity shares of Rs. 10/- each 1,050,000,000

100,000,000 preference shares of Rs 10/- each 1,000,000,000

Total 2,050,000,000

Issued, Subscribed and Paid-up Share Capital

42,047,713 equity shares of Rs. 10/- each 420,477,130

There has been no change in the Share Capital structure of the Applicant Company No.1/Transferor Company after 31 December 2012.

7. The objects for which the Applicant Company No.1/Transferor Company was incorporated are set out in the Object Clause of the Memorandum of Association of the Applicant Company No.1/Transferor Company. The main objects of the Applicant Company No.1/Transferor Company to be pursued on its incorporation are as under :-

“1. To carry on business as manufactures, importers, exporters of and dealers in polymers, monomers, elastomers and resins of all types, grades and copolymer formulations and in all forms such as resins/chips, powder, flakes, granuales, films sheets, tubes, pipes, fibres, laminates or as processed goods and including specifically polyethelene, polypropylene, polymethyl, polystyrene, polyvinyle-acetate, methacrylate, expoxy resins, alkide resins melamine polyesters such as polyethelene, terephthallate and polyethelene, isophthallate, or any other or new substances being improvements upon, modifications of or being derived from additions to petrochemicals or other products or resulting from any process.

2. To carry on the business of manufacturers, spinners, weavers, doublers, ginners, pressers. packers, balers, importers, exporters, buyers, sellers and dealers of polyester resins/chips, polyproplene resin/chips, nylon chips/moulding powder, polyester yarn of all kinds, polypropylene yarn of all kinds, nylon yarn of all kinds, polymers, chemical and synthetic fibres, staple fibre, and any other man madefibre, rayon yarn namely viscose, filament rayon, filament rayon, continuous filament yarn or artificial silk yarn, acrylic fibre or alcohol fibre, synthetic and/or natural fibres and fibrous materials and the production thereof and all by-products of substances and the business of bleaching, printing, dyeing, combing, knitting, cleaning and dealing in yarn, fabric cloth, linen and other goods, and fabrics whether textile, netted or looped and other goods or merchandise made therefrom, and to transact all manufacturing or curing, finishing and preparing process in connection therewith.

3. To carry on the business of manufacturing, producing, processing, buying, selling, importing, exporting, distributing and otherwise dealing in all kinds of films, tapes, discs, cassettes and other electronic products including but not limited to Audio, Video and Computer tapes, floppy discs, U-Matic tapes/ Cassettes and to carry on the processes of metallising, lacquering, coating, laminating, printing, micro-slitting, substraction, conversion and develop various accessories equipment and allied products including all ancillaries and auxiliaries concerning the aforesaid activities and all types, grades, kinds, sizes and descriptions of photographic products like colour/black and white photographic papers, roll films, cinema film, X-ray film, graphic art film, other film and allied products like photographic chemicals, reagents, substances, equipments, instruments, raw materials, image and document production colour photo machines, colour photo lab equipments and machines and all kind of spares, parts, accessories, components, tools, equipments, and apparatuses.

4. To promote, establish, acquire and run or otherwise carry on the business of plastic industry or business of manufactures, processors and finishers and dealers of plastic products and materials, thermoplastic and thermosetting and other articles of things and similar or allied products or processes and to sell, purchase or otherwise acquire or deal in materials or things in connection with such trade, industry or manufacture and to do all things as are usual or necessary in relation to or in connection with business or industry or manufacture.

5. To carry on the business as manufacturers, processors, refiners, smelters, makers, converters, furnishers, rerollers, importers, exporters, agents, merchants, buyers, sellers or dealers in all kind of Steel including mild, high carbon, spring, high speed, tool, alloy steel, stainless and special steels, strips, sheets, coils, wires, flats, plates, blooms, bars, slabs, squares, structurals, tubes, poles, pipes, castings, ingots, pillets, billets and other materials made wholly or partly of steel, steel alloys and metals.

4. The Equity Shares of the Applicant Company No.1/Transferor Company are listed on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited.

th5. The Registered Office of the Applicant Company No.1/Transferor Company is situated at 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh.

6. The Share Capital structure of the Applicant Company No.1/Transferor Company as on 31 December 2012 is as under :-

(3)

6. To purchase or otherwise acquire, manufacture, refine, treat, reduce, distill, blend, purify and pump for mine, bore, extract, process, buy, market, distribute, exchange, supply, sell and otherwise dispose off, import, export and trade and generally deal in all kinds of petroleum and other mineral oils, whether crude or refined, petroleum products, petrochemicals, gases and other volatile substances, sulphur, asphalt, clays, bitumen, bituminous substances, carbon, carbon black and all other hydrocarbon and mineral substances, hutylenes, propylenes, ethylenes. Liquefied Petroleum Gases, Aromatic Hydrocarbons, lubricating oils and waxes, butadienes, phosphates, nitrates, coal ores and minerals and in general sub oil products and subsurface deposits of every nature and description and the products or the bye products which may be derived, produced, prepared, developed, compounded, made or manufactured therefrom or therewith and substances obtained by mixing any of the foregoing with other substances.

7. To carry on the business of manufactures or processors and/or importers, exporters, buyers, sellers, stockists and distributors of and/or dealers in Styrene Butadiene Rubber (SBR), Poly Butadiene Rubber (PBR), Acrylonitrile Butadiene Copolymer Rubber (NER), Elastomers including Thermo Plastic Elastomers (TPE), natural rubber, latexes, chemicals, raw materials, intermediates, wastes and recycle streams required for manufacture of SBR, PBR, NER, TPE and all other type of synthetic rubber including carbon black master batches and carbon black, all kinds of articles and merchandise manufactured from synthetic rubber and chemicals including tyres, conveyor belts, transmission belts, rubber moulded products, rubber based footwear, microcellur sheets plantation of natural rubber, port facilities of storage and handling of styrene, Butadine, Acrylonitrile and all other chemicals and liquid petroleum gases; all kinds of plant and machinery utilities, equipments required for manufacture of one or more types of synthetic rubber and products thereof.

8 (a) “To establish, operate and maintain power generating stations and tie Lines, sub-stations and main transmission lines connected therewith and/or to carry on in India or elsewhere the business to generate, receive, produce, improve, buy, sell, resell, acquire, use, transmit, accumulate, employ, distribute, develop, handle, protect, supply, and/or to act as agent, broker, representative, consultant, collaborator or otherwise to deal in electric power at such place or places as may be permitted by law.”

(b) “To operate and maintain such generating stations, tie Lines, sub-stations and main transmission Lines as assigned to it by the competent Government or Governments”.”

8. Jindal Poly Investment and Finance Company Limited, the Applicant Company No.2/Transferee Company was incorporated under the Act vide Certificate of Incorporation dated 11 July 2012 issued by the Registrar of Companies, Uttar Pradesh.

th9. The Registered Office of the Applicant Company No.2/Transferee Company is situated at 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh.

10. The Share Capital of the Applicant Company No.2/ Transferee Company as on 31 December 2012 is as under :-





50,000 equity shares of Rs. 10/- each 500,000

11. There has been no change in the Share Capital structure of the Applicant Company No.2/Transferee Company after 31 December 2012. The Equity Shares of the Applicant Company No.2/Transferee Company are not listed on any stock exchange.

12. The objects for which the Applicant Company No.2/ Transferee Company was incorporated are set out in the Object Clause of the Memorandum of Association of the Applicant Company No.2/Transferee Company. The main objects of the Applicant Company No.2/Transferee Company to be pursued on its incorporation are as under:-

“1. To act as a holding Company and to give guarantees and indemnities to invest monies in Companies and to acquire and either in the name of the Company or in that of any nominee, shares, debentures, debentures stocks, bonds, notes, obligations and securities issued by any Companies in the Group as per Core Investment Companies guideline / regulation issued by Reserve Bank of India from time to time.

2. To invest in, acquire and hold either in the name of the Company or in that of any nominees of the Company, shares, stocks, debentures, debenture stock, bonds, notes, obligations or other securities issued and guaranteed by any company, body corporate and debentures, debentures stock, bonds, notes, obligations or other securities issued and guaranteed by any Government, public body or authority or corporation whether central, state or municipal, local or otherwise whether in India or elsewhere in the Group as per Core Investment companies guideline / regulation issued by Reserve Bank of India from time to time.

(4)

3. To provide investment advisory services.”

13. The Applicant Company No.2/Transferee Company is a wholly owned subsidiary of the Applicant Company No.1/ Transferor Company.

BACKGROUND AND RATIONALE TO THE SCHEME

14. The Applicant Company No.1/ Transferor Company is engaged in inter alia in the business of manufacturing of packaging films. The Applicant Company No.2/ Transferee Company is authorised to engage in inter alia the business of investment, investment advisory services, etc.

Rationale for the Scheme

15. In order to effectively and efficiently cater to the independent growth plans both through organic and inorganic means, for each of the businesses of the ApplicantCompany No.1/Transferor Company, there is a requirement of diversification and continuous funding support through equity and debt. In view of this, the Applicant Companies propose to re-organize the business of the Applicant Company No.1/ Transferor Company in order to facilitate greater efficiency in cash management and excess of cash flow generated to maximize shareholders value. Therefore, it is proposed through the Scheme to demerge the Demerged Undertaking, being the Investment Division of the Applicant Company No.1/Transferor Company and transfer and vest the same in the Applicant Company No.2/ Transferee Company.

16. The corporate restructuring of the Applicant Company No.1/Transferor Company involving the demerger of the Demerged Undertaking (as defined in the Scheme) shall help to develop potential for further growth and diversification, to have better synergy and optimization of resources as well as to facilitate fund raising and development for the films manufacturing business of the Applicant Company No.1/Transferor Company. The demerger shall facilitate the running of the manufacturing business of the Applicant Company No.1/Transferor Company, which is the core business of the Applicant Company No.1/Transferor Company, with a greater and focused approach. Further, the demerger shall help to create a focused investment / holding company.

17. The transfer and vesting of the Demerged Undertaking (as defined in the Scheme) into the Applicant Company No.2/Transferee Company, with effect from the Appointed Date (as defined in the Scheme) is in the interest of the shareholders, creditors and all other stakeholders of the Companies, and shall not in any manner be prejudicial to the interests of the concerned shareholders and creditors or the general public at large. The restructuring under this Scheme shall enable focused business approach for the maximization of benefits to all stakeholders and unlock shareholder value in the businesses of the Applicant Company No.1/Transferor Company.

18. That in view of the aforesaid facts, the Board of Directors of the Applicant Companies have approved the transfer and vesting of the Demerged Undertaking (as defined in the Scheme).

19. That the salient features of the Scheme are as follows:-

19.1 That the Scheme envisages that with effect from the Appointed Date, the Demerged Undertaking (as defined in the Scheme) of the Applicant Company No.1/Transferor Company shall stand vested in the Applicant Company No.2/Transferee Company in accordance with the provisions of the Act and Section 2 (19AA) of the Income Tax Act 1961.

19.2 The Appointed Date under the Scheme is 01 April, 2012.

19.3 The Demerged Undertaking of the Applicant Company No.1/ Transferor Company means the undertaking of the said Company comprising of the Investment Division and shall include the following :

(i) all assets and liabilities of the Applicant Company No. 1/ Transferor Company pertaining to its investment division;

(ii) Notwithstanding the generality of the provisions of sub-clause (i) above, the Demerged Undertaking shall include :

(a) All investments in the capital of other companies and other financial assets pertaining to its investment division held by the Applicant Company No.1/Transferor Company whether as shares, scrips, stocks, bonds, debentures, debenture stocks, units, mutual funds or pass through certificates including dividends declared and other accrued benefits thereto as more specifically described in Schedule I of the Scheme;

(b) all assets (whether movable or personal, corporeal or incorporeal present, future, contingent, tangible or intangible), pertaining to investment division of the Applicant Company No.1/ Transferor Company including but without being limited to furniture, fixtures, office equipment, appliances, accessories, vehicles, sundry debtors, deposits, provisions, advances, receivables, funds, leases, licences, tenancy rights, premises, hire purchase and lease arrangements, benefits of

(5)

agreements, contracts and arrangements, powers, authorities, industrial and other licences, explosive licences, registrations, quotas, permits, allotments, approvals, consents, privileges, liberties, advantages, easements and all the rights, title, interests, goodwill, benefits, entitlement and advantages, contingent rights or benefits belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Applicant Company No.1/ Transferor Company with respect to its investment business;

(c) All liabilities including contingent liabilities pertaining to / arising out of the activities or operations of the investment division of the Applicant Company No.1/ Transferor Company including specific loans and borrowings (if any), term loans from banks and financial institutions (if any), bank overdrafts (if any), working capital loans and liabilities, whether secured or unsecured;

(d) All permanent employees of the Applicant Company No.1/ Transferor Company employed in its investment division;

(e) All earnest monies, security deposits, payments against warrants, or other entitlements, if any, in connection with or relating to the Applicant Company No.1/ Transferor Company's investment division;

(f) Powers, authorities, licences including registrations, quotas, permits, allotments, approvals, consents issued by governmental or regulatory authorities and belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Applicant Company No.1/ Transferor Company with respect to its investment division;

(g) Cash advances made by the Applicant Company No.1/ Transferor Company in relation to its investment division;

(h) Cash, bank balances and deposits of the Applicant Company No.1/ Transferor Company with banks, government, semi-government, local and other authorities and bodies with respect to its investment division.

19.4 That the Scheme provides that with effect from the Appointed Date,all assets of the Demerged Undertaking (as defined in the Scheme) shall become the property of the Applicant Company No.2/Transferee Company.

19.5 The Scheme further provides :-

i. that all debts, liabilities etc. relating to the Demerged Undertaking, shall be transferred to or be deemed to be transferred to the Applicant Company No.2/Transferee Company;

ii. that all licenses, permissions/approvals etc. required to carry on the operations of the Demerged Undertaking shall stand vested in or transferred to the Applicant Company No.2/ Transferee Company;

iii. that all permanent employees of the Applicant Company No.1/ Transferor Company employed in the Investment Division shall become the employees of the Applicant Company No.2/Transferee Company.

19.6 It is provided for in the Scheme that upon the Scheme becoming effective, the shareholders of the Applicant Company No.1/Transferor Company shall be entitled to receive 1 (one) Equity Share of the face value of Rs.10/- each, fully paid-up, of the Applicant Company 2/Transferee Company for every 4 (four) Equity Shares of the face value of Rs.10/- each held in the Applicant Company No.1/Transferor Company on the record date to be fixed .

19.7 The Scheme further provides for the re-organization of the share capital of the Applicant Company No.1/ Transferor Company in the manner as provided for in Clause 9.1 of the Scheme. Accordingly, the Scheme further provides for the increase in the authorized share capital of the Applicant Company No.2/Transferee Company.

19.8 The Scheme provides that the Scheme is conditional upon and subject to the satisfaction of the following :-

i. The approval by the requisite majorities of the classes of persons, including shareholders, creditors and such other classes of the Applicant Company No.1/Transferor Company and the Applicant Company No.2/Transferee Company as may be directed by the Court under Section 391 of the Act.

ii. The sanctioning of this Scheme by the Court, whether with any modifications or amendments, as the Court may deem fit or otherwise.

iii. The filing of the certified copy of the order of the Court with the Registrar of Companies of Uttar Pradesh & Uttaranchal at Kanpur by the Applicant Company No.1/Transferor Company and the Applicant Company No.2/Transferee Company.

iv. Any other sanctions and orders as may be directed by the Court in respect of the Scheme.

(6)

The aforesaid are only the salient features of the Scheme. You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof.

20. The rights and interest of the members and the creditors of the companies will not be prejudicially affected by the Scheme.

21. The share exchange ratio as approved by the Board of Directors of the Applicant Companies has been recommended by M/s KanodiaSanyal& Associates, Chartered Accountants vide Report dated 26 November, 2012. It is further submitted that M/s SPA Capital Advisors have submitted Fairness Opinion dated 26 November, 2012 on the Valuation Report for issue of shares.

22. That as submitted herein-above, the Equity Shares of the Applicant Company No.1/Transferor Company are listed on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited. The National Stock Exchange of India Limited by its communication dated 27 December, 2012 has conveyed its no objection so as to enable the Applicant Company No.1/ Transferor Company file the Scheme with this Hon'ble Court. The Bombay Stock Exchange Limited by its communication dated 27 December, 2012 has conveyed its no objection so as to enable the Applicant Company No.1/Transferor Company file the Scheme with this Hon'ble Court.

23. No investigation proceedings have been instituted or are pending in relation to the Applicant Company No.1/ Transferor Company or the Applicant Company No.2/Transferee Company under Section 235 and 250A of the Act.

24. The Directors of the Applicant Companies do not have any material vested interest in the proposed Scheme of Demerger between the Applicant Companies.

25. The details of the present Directors of the Applicant Company No.1/Transferor Company and their equity shareholding in the Applicant Company No.1/Transferor Company and Applicant Company No.2/Transferee Company are as under :-

Sl. No. Name of the Director Equity Shares held in

Applicant Transferor Company Transferee Company

1. Mr. Rashid Jilani Nil Nil

2. Mr. Jogesh Bansal Nil Nil

3. Mr. R.K. Pandey Nil Nil

4. Mr. Rathi Binod Pal Nil 1(one)*

5. Mr. Samir Banerjee Nil Nil

6. Mr. Hemant Sharma Nil 1(one)*

Company No.1/ Applicant Company No.2/

* as Nominee of Jindal Poly Films Limited

26. The details of the present Directors of the Applicant Company No.2/Transferee Company and their shareholding in the Applicant Company No.1/Transferor Company and Applicant Company No.2/Transferee Company are as under :-

1. Mr. Rathi Binod Pal Nil 1(one)*

2. Mr. Hemant Sharma Nil 1(one)*

3. Mr. Vinod Kumar Gupta Nil 1(one)*

* as Nominee of Jindal Poly Films Limited

Sl. No. Name of the Director Equity Shares held in

Applicant Company No.1/ Applicant Company No.2/ Transferor Company Transferee Company

(7)

28. Upon the Scheme becoming effective, no shares shall be issued or allotted by the Applicant Company No.2/Transferee Company to the Applicant Company No.1/ Transferor Company.

29. The shareholding pattern of the Applicant Company No. 2/Transferee Company pre and post demerger (expected), as on 31.12.2012 , shall be as under :-

Sl. Category of Pre-Demerger Post DemergerNo Shareholders

No. of Total No. of % of Total No. of Total No. of % of Total Shareholders Shares No. of Shares Shareholders Shares No. of Shares

A. Promoter and Promoter Group

a. Indian 7 50,000 100 8 7844688 74.63

b. Foreign Nil Nil Nil Nil Nil Nil

Total (A) 7 50,000 100 8 7844688 74.63

B. Public Shareholding

a. Institutions Nil Nil Nil 41 759636 7.23

b. Bodies Corporate Nil Nil Nil 885 362221 3.44

c. Individuals Nil Nil Nil 34881 1471070 14.00

d. Others Nil Nil Nil 508 74314 0.70

Total (B) Nil Nil Nil 36315 2667241 25.37

Grand Total (A+B) 7 50,000 100 36323 10511929 100

30. The Equity Shares of the Applicant Company No. 2/Transferee Company, subject to the execution of the Listing Agreement and the payment of appropriate fees shall be listed and/or admitted to trading on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited and for which purpose necessary applications shall be made to the Securities And Exchange Board of India, National Stock Exchange of India Limited and Bombay Stock Exchange Limited , as so required.

31. The Equity Shareholders/Secured Creditors/ Unsecured Creditors entitled to attend and vote at the respective meetings are entitled to appoint a proxy to attend and vote. The Instrument appointing the proxy should however be deposited at the Registered office of the Applicant Company No.1/ Transferor Company not later than 48 (forty eight) hours prior to the commencement of the meeting.

32. The Corporate Equity Shareholders/Secured Creditors/Unsecured Creditors intending to send their authorized representatives to

27. In terms of the share exchange ratio, the allotment of shares to the shareholders of Applicant Company No.1/Transferor Company in the Applicant Company No.2/Transferee Company shall be in addition to and not in lieu of the equity shares held by these shareholders in the Applicant Company No.1/Transferor Company. Accordingly, the shareholding pattern of the Applicant Company

.No.1/Transferor Company pre and post demerger (expected), as on 31 12.2012 shall be as under:-

Sl. Category of Pre-Demerger Post DemergerNo Shareholders

No. of Total No. of % of Total No. of Total No. of % of Total Shareholders Shares No. of Shares Shareholders Shares No. of Shares

A. Promoter and Promoter Group

a. Indian 8 31378752 74.63 8 31378752 74.63

b. Foreign Nil Nil Nil Nil Nil Nl

Total (A) 8 31378752 74.63 8 31378752 74.63

B. Public Shareholding

a. Institutions 41 3038544 7.23 41 3038544 7.23

b. Bodies Corporate 885 1448883 3.44 885 1448883 3.44

c. Individuals 34881 5884279 14.00 34881 5884279 14.00

d. Others 508 297255 0.70 508 297255 0.70

Total (B) 36315 10668961 25.37 36315 10668961 25.37

Grand Total (A+B) 36323 42047713 100 36323 42047713 100

(8)

attend the meeting are requested to lodge a certified true copy of the board resolution/power of attorney not later than 48 (forty eight) hours before

commencement of the meeting, authorizing such person to attend and vote on its behalf at the respective meeting.

33. The following documents will be open for inspection by the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company No.1/ Transferor Company upto one day prior to the date of the meeting at its registered office between 10:00 A.M. and 01:00 P.M. on all working days (Monday to Friday).

a) Copy of the Company Application No. 2 of 2013;

thb) Copy of the Order of the Hon'ble High Court of Judicature at Allahabad dated 17 January, 2013 in the above Company Application, directing convening separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company No.1/ Transferor Company;

c) Copies of the Memorandum and Articles of Association of the Applicant Companies;

d) Annual Report of the Applicant Company No.1/ Transferor Company for the financial year ended 31 March 2012;

e) Audited Accounts of the Applicant Company No.2/ Transferee Company as on 30 November 2012;

f) Copies of the No objection letters dated 27 December, 2012 from the BSE and NSE;

g) Copy of the Valuation Report for the issue of shares upon Demerger of the investment division of the Applicant Company No.1/ Transferor Company, issued by M/s Kanodia Sanyal and Associates, Chartered Accountants dated 26 November 2012;

h) Copy of the Fairness Opinion dated 26 November, 2012 issued by M/s SPA Capital Advisors;

i) The Scheme of Demerger.

34. This statement may be treated as the statement under section 393 of the Act. A copy of the Scheme and this Statement may also obtained by the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company No.1/ Transferor Company up to one day prior to the date of the respective meetings at its registered office between 10:00 A.M. and 01:00 P.M. on all working days (Monday to Friday).

thDated this 24 day of January, 2013 For Jindal Poly Films Limited

thRegistered Office- 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Sd/-Uttar Pradesh Company Secretary

(9)

SCHEME OF DEMERGER

UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956

BETWEEN

JINDAL POLY FILMS LIMITED : DEMERGED COMPANY

AND

JINDAL POLY INVESTMENT AND FINANCE COMPANY LIMITED: RESULTING COMPANY

AND

THEIR RESPECTIVE SHAREHOLDERS

AND

THEIR RESPECTIVE CREDITORS

(10)

PART-I

INTRODUCTION, DEFINITIONS AND INTERPRETATION

1. INTRODUCTION

1.1 Jindal Poly Films Limited

(i) Jindal Poly Films Limited (hereinafter referred to as “the Demerged Company”) was incorporated under the Companies Act, 1956 (hereinafter referred to as the “Act”) on September 9, 1974 in the name of Hindustan Pipe Udyog Limited vide certificate of incorporation no. 3979 of 1974 issued by the Registrar of Companies, U.P., Kanpur. Hindustan Pipe Udyog Limited was issued a certificate for commencement of business on September 21, 1974 by the Registrar of Companies, U.P., Kanpur.

(ii) Hindustan Pipe Udyog Limited's name was changed to Jindal Polyester & Steel Limited and a fresh certificate of incorporation consequent on change of name no.3979/RC/412 was issued by the Registrar of Companies, U.P., Kanpur on April 10, 1992. Subsequently, Jindal Polyester & Steel Limited's name was changed to Jindal Polyester Limited and a fresh certificate of incorporation consequent on change of name was issued by the Registrar of Companies, U.P., Kanpur on January 17, 1995. Jindal Polyester Limited's name was further changed to Jindal Poly Films Limited and a fresh certificate of incorporation consequent on change of name was issued by the Registrar of Companies, U.P. & Uttaranchal, Kanpur on April 19, 2004.

th(iii) The registered office of the Demerged Company is situated at 19 K.M., Hapur Bulandshahr Road, P.O. Gulaothi, Distt Bulandshahr, Uttar Pradesh.

(iv) The main objects of the Demerged Company are as follows :

(a) To carry on business as manufactures, importers, exporters of and dealers in polymers, monomers, elastomers and resins of all types, grades and copolymer formulations and in all forms such as resins/chips, powder, flakes, granuales, films sheets, tubes, pipes, fibres, laminates or as processed goods and including specifically polyethelene, polypropylene, polymethyl, polystyrene, polyvinyle- acetate, methacrylate, expoxy resins, alkide resins melamine, polyesters such as ployethelene, terephthallate and polyethelene, isophthallate, or any other or new substances being improvements upon, modifications of or being derived from additions to petrochemicals or other products or resulting from any process.

(b) To carry on the business of manufacturers, spinners, weavers, doublers, ginners, pressers. packers, balers, importers, exporters, buyers, sellers and dealers of polyester resins/chips, polyproplene resin/chips, nylon chips/moulding powder, polyester yarn of all kinds, polypropylene yarn of all kinds, nylon yarn of all kinds, polymers, chemical and synthetic fibres, staple fibre, and any other man madefibre, rayon yarn namely viscose, filament rayon, continuous filament yarn or artificial silk yarn, acrylic fibre or alcohol fibre, synthetic and/or natural fibres and fibrous materials and the production thereof and all by-products of substances and the business of bleaching, printing, dyeing, combing, knitting, cleaning and dealing in yarn, fabric cloth, linen and other goods, and fabrics whether textile, netted or looped and other goods or merchandise made there from, and to transact all manufacturing or curing, finishing and preparing process in connection therewith.

(c) To carry on the business of manufacturing, producing, processing, buying, selling, importing,-exporting, distributing and otherwise dealing in all kinds of films, tapes, discs, cassettes and other electronic products including but not limited to Audio, Video and Computer tapes, floppy discs, U-Matic tapes/ Cassettes and to carry on the processes of metallising, lacquering, coating, laminating, printing, micro-slitting, subtraction, conversion and develop various accessories equipment and allied products including all ancillaries and auxiliaries concerning the aforesaid activities and all types, grades, kinds, sizes and descriptions of photographic products like colour/black and white photographic papers, roll films, cinema film, X-ray film, graphic art film, other film and allied products like photographic chemicals, reagents, substances, equipments, instruments, raw materials, image and document production colour photo machines, colour photo lab equipments and machines and all kind of spares, parts, accessories, components, tools, equipments, and apparatuses.

(d) To promote, establish, acquire and run or otherwise carry on the business of plastic industry or business of manufactures, processors and finishers and dealers of plastic products and materials, thermoplastic and thermosetting and other articles of things and similar or allied products or processes and to sell, purchase or otherwise acquire or deal in materials or things in connection with such trade, industry or manufacture and to do all things as are usual or necessary in relation to or in connection with business or industry or manufacture.

(e) To carry on the business as manufacturers, processors, refiners, smelters, makers, converters, furnishers, re-rollers, importers, exporters, agents, merchants, buyers, sellers or dealers in all kind of Steel including mild, high carbon, spring, high speed, tool, alloy steel, stainless and special steels, strips, sheets, coils, wires, flats, plates, blooms, bars, slabs, squares, structural's, tubes, poles, pipes, castings, ingots, pillets, billets and other materials made wholly or partly of steel, steel alloys and metals.

(f) To purchase or otherwise acquire, manufacture, refine, treat, reduce, distill, blend, purify and pump for mine, bore, extract, process, buy, market, distribute, exchange, supply, sell and otherwise dispose off, import, export and trade and generally deal in all kinds of petroleum and other mineral oils, whether crude or refined, petroleum products, petrochemicals, gases and

(11)

other volatile substances, sulphur, asphalt, clays, bitumen, bituminous substances, carbon, carbon black and all other hydrocarbon and mineral substances, hutylenes, propylenes, ethylenes. Liquefied Petroleum Gases, Aromatic Hydrocarbons, lubricating oils and waxes, butadienes, phosphates, nitrates, coal ores and minerals and in general sub oil products and subsurface deposits of every nature and description and the products or the bye products which may be derived, produced, prepared, developed, compounded, made or manufactured therefrom or therewith and substances obtained by mixing any of the foregoing with other substances.

(g) To carry on the business of manufactures or processors and/or importers, exporters, buyers, sellers, stockists and distributors of and/or dealers in Styrene Butadiene Rubber (SBR), Poly Butadiene Rubber (PBR), Acrylonitrile Butadiene Copolymer Rubber (NER), Elastomers including Thermo

recycle streams required for manufacture of SBR, PBR. NER, TPE and all other type of synthetic rubber including carbon black master batches and carbon black, all kinds of articles and merchandise manufactured from synthetic rubber and chemicals including tyres, conveyor belts, transmission belts, rubber moulded products, rubber based footwear, microceliur sheets plantation of natural rubber, port facilities of storage and handling of styrene, Butadine, Acrylonitrile and all other chemicals and liquid petroleum gases; all kinds of plant and machinery utilities, equipments required for manufacture of one or more types of synthetic rubber and products thereof.

(h) (i) To establish, operate and maintain power generating stations and tie Lines, sub-stations and main transmission lines connected therewith and/or to carry on in India or elsewhere the business to generate, receive, produce, improve, buy, sell, resell, acquire, use, transmit accumulate, employ, distribute, develop, handle, protect, supply, and/or to act as agent, broker, representative, consultant, collaborator or otherwise to deal in electric power at such place or places as may be permitted by law.

(ii) To operate and maintain such generating stations, tie Lines, sub-stations and main transmission Lines as assigned to it by the competent Government or Governments.

(v) The shares of the Demerged Company are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

1.2 Jindal Poly Investment and Finance Company Limited

(i) Jindal Poly Investment and Finance Company Limited (hereinafter referred to as “Resulting Company”)is a public limited company incorporated under the Act on July 11, 2012 vide certificate of incorporation issued by the Registrar of Companies, U.P. & Uttaranchal, Kanpur. The Resulting Company was issued a certificate for commencement of business on August 7, 2012 by the

thRegistrar of Companies, U.P. & Uttaranchal, Kanpur. The registered office of the Resulting Company is situated at 19 K M Hapur Bulandshahr Road, P.O.: Gulaothi, Distt., Bulandshahr, Uttar Pradesh.The Resulting Company is a wholly owned subsidiary of the Demerged Company as on date.

(ii) The main objects of the Resulting Company are as follows :

(a) To act as a holding company and to give guarantees and indemnities to invest monies in companies and to acquire and either in the name of the company or in that of any nominee, shares, debentures, debentures stocks, bonds, notes, obligations and securities issued by any companies in the group as per Core Investment Companies guideline / regulation issued by Reserve Bank of India from time to time.

(b) To invest in, acquire and hold either in the name of the company or in that of any nominees of the company, shares, stocks, debentures, debenture stock, bonds, notes, obligations or other securities issued and guaranteed by any company, body corporate and debentures, debentures stock, bonds, notes, obligations or other securities issued and guaranteed by any government, public body or authority or corporation whether central, state or municipal, local or otherwise whether in India or elsewhere in the Group as per Core Investment Companies guideline / regulation issued by Reserve Bank of India from time to time.

(c) To provide investment advisory services.

1.3 Rationale of the Scheme

(i) In order to effectively and efficiently cater to the independent growth plans (both through organic and inorganic means) for each of the businesses of the Demerged Company, diversification and continuous funding support through equity and debt is imperative.

(ii) Therefore, it has been proposed to re-organize the businesses of the Demerged Company in such a manner as to facilitate greater efficiency in cash management and unfettered access to cash flow generated to maximize shareholder value.

(iii) Accordingly it has been proposed to demerge the Demerged Undertaking (as defined hereinafter) of the Demerged Company into the Resulting Company in compliance with the provisions of Sections 391-394 and other relevant provisions of the Act.

(iv) The corporate restructuring of the Demerged Company involving the demerger of the Demerged Undertaking shall help to develop potential for further growth and diversification, to have better synergy and optimization of resources as well as to facilitate fund raising and development for the films manufacturing business of the Demerged Company. The demerger shall facilitate the

Plastic Elastomers (TPE), natural rubber, latexes, chemicals, raw materials, intermediates, wastes and

(12)

running of the manufacturing business of the Demerged Company, which is the core business of the Demerged Company, with a greater and focused approach. Further, the demerger shall help to create a focused investment / holding company.

(v) The transfer and vesting of the Demerged Undertaking into the Resulting Company, with effect from the Appointed Date (as defined hereinafter) is in the interest of the shareholders, creditors and all other stakeholders of the Companies, and shall not in any manner be prejudicial to the interests of concerned shareholders and creditors or the general public at large. The restructuring under this Scheme shall enable focused business approach for the maximisation of benefits to all stakeholders and unlock shareholder value in the businesses of the Demerged Company.

1.4 Parts of the Scheme

The Scheme is divided into four parts:

(i) Part I, which deals with Introduction, Definitions and Interpretation and Appointed Date.

(ii) Part II, which deals with capital structure.

(iii) Part III, which deals with the mechanics of the Scheme, i.e., the transfer by way of demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company and consequent issue of shares by the Resulting Company to shareholders of the Demerged Company.

(iv) Part IV, which deals with general/residuary terms and conditions.

2. DEFINITIONS

“Act” means the Companies Act, 1956 and shall include any statutory modifications, re-enactment or amendments thereof.

“Appointed Date” means April 1, 2012 or such other date as may be approved by the Court.

“Board of Directors” in relation to the Demerged Company and / or the Resulting Company, as the case may be, means their respective board of directors and shall, unless it be repugnant to the context or otherwise, include a committee of directors or any person authorized by the board of directors or by such committee of directors.

“Companies” means the Demerged Company and the Resulting Company collectively.

“Court” means the Hon'ble High Court of Allahabad to which this Scheme in its present form is submitted for its sanctioning under Sections 391 to 394 of the Act and includes the National Company Law Tribunal, if applicable.

“Demerged Company Residual Entity” means all the businesses, assets, liabilities and properties of the Demerged Company which remain in the Demerged Company after the demerger of the Demerged Undertaking from the Demerged Company into the Resulting Company is given effect to under this Scheme. The Demerged Company Residual Entity shall comprise of the following undertakings :

(i) an undertaking known as Gulaothi unit, set up in the year 1985 for production of Patially Oriented Yarn (POY), at Gulaothi, Distt. Bulandshahr, in the state of Uttar Pradesh;

(ii) an undertaking known as Khanvel unit, set up in the union territory of Daman and Due for manufacturing BOPET Film;

(iii) an undertaking known as Nashik unit, was set up in the year 1996, at Nashik in the state of Maharastra for manufacturing BOPET Film;

(iv) all other business relating to Polyester films and Yarn and allied products presently being carried on at any of the above places and at various offices and branches of the Demerged Company; and

(v) it is clarified that the Demerged Company Residual Entity shall not include any employees, assets, liabilities, rights and obligations belonging to and forming part of the Demerged Undertaking.

“Demerged Company” shall have the meaning given to it in Clause 1.1 (i) of Part I.

“Demerged Undertaking”means the undertaking of the Demerged Company comprising of the investment division of the Demerged Company and shall include the following :

(i) all assets and liabilities of the Demerged Company pertaining to its investment business;

(ii) Notwithstanding the generality of the provisions of sub-clause (i) above, the Demerged Undertaking shall include :

(a) All investments in the capital of other companies and other financial assets held by the Demerged Company whether as shares, scrips, stocks, bonds, debentures, debenture stocks, units, mutual funds or pass through certificates including dividends declared and other accrued benefits thereto, as more specifically described in Schedule I of this Scheme;

(b) all assets (whether movable or personal, corporeal or incorporeal present, future, contingent, tangible or intangible), pertaining to the business of investment of the Demerged Company including but without being limited to furniture, fixtures, office equipment, appliances, accessories, vehicles, sundry debtors, deposits, provisions, advances, receivables, funds,

(13)

leases, licences, tenancy rights, premises, hire purchase and lease arrangements, benefits of agreements, contracts and arrangements, powers, authorities, industrial and other licences, explosive licences, registrations, quotas, permits, allotments, approvals, consents, privileges, liberties, advantages, easements and all the rights, title, interests, goodwill, benefits, entitlement and advantages, contingent rights or benefits belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company with respect to its investment business;

(c) All liabilities including contingent liabilities pertaining to / arising out of the activities or operations of the business of investment of the Demerged Company including specific loans and borrowings (if any), term loans from banks and financial institutions (if any), bank overdrafts (if any), working capital loans and liabilities, whether secured or unsecured;

(d) All permanent employees of the Demerged Company employed in its investment division;

(e) All earnest monies, security deposits, payments against warrants, or other entitlements, if any, in connection with or relating to the Demerged Company's investment business;

(f) Powers, authorities, licences including registrations, quotas, permits, allotments, approvals, consents issued by governmental or regulatory authorities and belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company with respect to its investment business;

(g) Cash advances made by the Demerged Company in relation to its investment business;

(h) Cash, bank balances and deposits of the Demerged Company with banks, government, semi-government, local and other authorities and bodies with respect to its investment business; and

(i) It is clarified that the Demerged Undertaking shall not include any employees, assets, liabilities, rights and obligations belonging to and forming part of the Demerged Company Residual Entity.

“Effective Date” means the last date on which all the conditions and matters referred in Clause 21 of Part IV of this Scheme have been fulfilled.

“Encumbrance” means any options, pledge, mortgage, lien, security, interest, claim, charge, pre-emptive right, easement, limitation, attachment, restraint or any other encumbrance of any kind or nature whatsoever; and the term “Encumbered” shall be construed accordingly.

“Equity Shares” mean equity shares issued by the Resulting Company to the existing shareholders of the Demerged Company referred to in Clause 8.1 of Part III, pursuant to demerger of the Demerged Undertaking into the Resulting Company.

“Record Date” means the date to be fixed jointly by the Board of Directors of the Demerged Company and the Resulting Company for the purposes of determining the shareholders of Demerged Company to whom the Equity Shares would be issued on demerger of the Demerged Undertaking to the Resulting Company pursuant to Clause 8.1 of Part III.

“Resulting Company” shall have the meaning given to it in Clause 1.2 (i) of Part I.

“Scheme” or “the Scheme” or “this Scheme” means this scheme of demerger in its present form submitted to the Court or with any modification(s) made under Clause 20 of Part IV of this Scheme or with such other modifications/amendments as the Court may direct.

3. INTERPRETATION

3.1 Any references in this Scheme to “upon this Scheme becoming effective” or “effectiveness of this Scheme” shall mean the Effective Date.

3.2 The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words used in this Scheme refers to this entire Scheme.

3.3 The Demerged Company and the Resulting Company may be referred to individually as “Party” and collectively as “Parties” in this Scheme.

3.4 The expressions, which are used in this Scheme and not defined in this Scheme shall, unless repugnant or contrary to the context or meaning hereof, have the same meaning ascribed to them under the Act, the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 (including the Regulations made there under), the Depositories Act, 1996 and other applicable laws, rules, regulations, bye-laws, as the case may be, including any statutory modification or re-enactment thereof, from time to time. In particular, wherever reference is made to the Court or the Hon'ble High Court in this Scheme, the reference would include, if appropriate, reference to the National Company Law Tribunal (“NCLT”) or such other forum or authority, as may be vested with any of the powers of a High Court under the Act.

4. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the Court shall be effective from the Appointed Date but shall be operative from the Effective Date.

(14)

PART-II

SHARE CAPITAL

5. CAPITAL STRUCTURE OF JINDAL POLY FILMS LIMITED (DEMERGED COMPANY)

5.1 The capital structure of the Demerged Company as on March 31, 2012 is as under :





Total 2,050,000,000



5.2 The capital structure of the Demerged Company as on September 30, 2012 is as under :

5.3 There is no change in the capital structure of the Demerged Company since September 30, 2012.

6. CAPITAL STRUCTURE OF JINDAL POLY INVESTMENT AND FINANCE COMPANY LIMITED (RESULTING COMPANY)

6.1 The capital structure of the Resulting Company as on September 30, 2012 is as under :

6.2 There is no change in the capital structure of the Resulting Company since September 30, 2012.





Total 2,050,000,000







50,000 equity shares of Rs. 10/- each 500,000

(15)

PART-III

DEMERGER OF DEMERGED UNDERTAKING FROM DEMERGED COMPANY TO

RESULTING COMPANY

7. TRANSFER AND VESTING OF THE DEMERGED UNDERTAKING INTO RESULTING COMPANY

7.1 With effect from the Appointed Date, and upon the Scheme becoming effective, the Demerged Undertaking, as defined in Clause 2 of Part I hereof, shall, pursuant to the provisions of Sections 391 to 394, all other applicable provisions of the Act and Section 2(19AA) of the Income Tax Act, 1961, without any further act or deed, stand transferred as a going concern, to the Resulting Company, and consequently vest in the Resulting Company with effect from the said date for all the estate and interest of Demerged Company therein, subject however, to all charges, liens, lis pendens, mortgages and Encumbrances, if any, affecting the same or any part thereof and arising out of the liabilities which shall also stand transferred to the Resulting Company. The transfer and vesting shall be effected as follows :

a) Without prejudice to Clause 7.1 above, in respect of such of the assets of the Demerged Undertaking as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery or by physical possession, the same may be transferred at the option of the Board of Directors of the Resulting Company and the Demerged Company as follows :

(i) All the moveable assets capable of being transferred by delivery including plant and machinery, investments shall be handed over by physical delivery (together with duly executed transfer forms or other documents as may be required) to the Resulting Company along with such other documents as may be necessary towards the end and intent that the property therein passes to the Resulting Company on such delivery, without requiring any deed or instrument of conveyance for the same and shall become the property of the Resulting Company accordingly. No stamp duty shall be payable on the transfer of such movable properties (including shares and other investments, which are in dematerialised form) upon its transfer and vesting in the Resulting Company;

(ii) The movable assets, other than those specified in Clause 7.1 (a) (i) above, including actionable claims, sundry debtors, outstanding loansand advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with government, semi-government, local and other authorities and bodies, customers and other persons, shall without any further act, instrument or deed, be transferred to and vested as the property of the Resulting Company. The Resulting Company may, if required, give notice in such form as it may deem fit and proper to each person / debtor that pursuant to the said Scheme the said person / debtor should pay the debt, loan or advance or make good the same or hold the same to its account and that the right of the Resulting Company to recover or realize the same is in substitution of the right of the Demerged Company.

b) In respect of any remaining assets of the Demerged Undertaking, other than those referred to in Clause 7.1 (a) above, the same shall, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the Resulting Company on the Appointed Date, pursuant to an order being made under Section 394 of the Act.

7.2 With effect from the Appointed Date and upon the Scheme becoming effective, all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured,of every kind, nature and description of the Demerged Company relatable to the Demerged Undertaking, whether provided for or not in the books of accounts of Demerged Company as on the date preceding the Appointed Date, and all liabilities of the Demerged Company relating to the Demerged Undertaking which may arise or accrue after the Appointed Date but which relates to the period up to the date immediately preceding the Appointed Date shall, under the provisions of Sections 391 to 394 of the Act, without any further act or deed, be transferred to or be deemed to be transferred to the Resulting Company so as to become from the Appointed Date the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause 7.2. With effect from the Appointed Date and upon the Scheme becoming effective, the Resulting Company undertakes to meet, discharge and satisfy the liabilities referred to in this Clause 7.2 to the exclusion of the Demerged Company and to keep the Demerged Company indemnified at all times from and against all such debts, liabilities, contingent liabilities, duties and obligations and from and against all actions, demands and proceedings in respect thereto.

7.3 Any reference in any security documents or arrangements relating to loans and liabilities of the Demerged Company in connection with the Demerged Undertaking, to the assets of the Demerged Company which it has offered or agreed to offer as security to such secured creditors of the Demerged Company in connection with the Demerged Undertaking, shall be construed as reference only to the assets pertaining to the Demerged Undertaking as are vested in the Resulting Company by virtue of this Scheme.

Provided that the Scheme shall not operate to enlarge or extend the security for any loan, deposit or facility availed by the Demerged

(16)

Company in connection with the Demerged Undertaking, and the Resulting Company shall not be obliged to create any further or additional security thereof after the Effective Date or otherwise, unless specifically agreed to by the Resulting Company with such secured creditors and subject to the consent of the existing secured creditors of the Resulting Company. Further, the Scheme shall not operate to enlarge or extend the security for any loan, deposit or facility availed by the Resulting Company, in as much as the security shall not extend to the assets transferred by the Demerged Company to the Resulting Company in terms of Clause 7.1 above.

7.4 For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Demerged Company Residual Entity are concerned, the Encumbrance created over such assets relating to the Demerged Undertaking shall, as and from the Effective Date without any further act, instrument or deed be released and discharged from the obligations and Encumbrance relating to the same. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above. Further, in so far as the assets comprised in the Demerged Undertaking are concerned, the Encumbrance over such assets relating to any loans, borrowings or debentures or other debts or debt securities which are not transferred to the Resulting Company pursuant to the Scheme (and which shall continue with the Demerged Company), shall without any further act, instrument or deed be released from such Encumbrance and shall no longer be available as security in relation to such liabilities.

7.5 Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of the Scheme, the Demerged Company and the Resulting Company shall execute any instrument/s and/or document/s and/or do all such acts and deeds as may be required. It is expressly provided that, save as mentioned in this clause, no other term or condition of the liabilities transferred to the Resulting Company as part of the Scheme is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.

7.6 With effect from the Appointed Date and upon the Scheme becoming effective, any statutory licences, permissions, approvals or consents held by the Demerged Company required to carry on operations of the Demerged Undertaking shall stand vested in or transferred to the Resulting Company without any further act or deed, and shall, as may be required, be appropriately mutated by the statutory authorities concerned therewith in favour of the Resulting Company. The benefit of all statutory and regulatory permissions, factory licences, environmental approvals and consents including statutory licences, sales tax registrations, permits, permissions, approvals or consents required to carry on the operations of the Demerged Undertaking, including those related to the investment business of the Demerged Company shall vest in and become available to the Resulting Company pursuant to the Scheme. Any no-objection certificates, licences, permissions, consents, approvals, authorizations, registrations or statutory rights as are jointly held by the Demerged Undertaking and any other undertaking of the Demerged Company shall be deemed to constitute separate licences, permissions, no-objection certificates, consents, approvals, authorities, registrations or statutory rights, and the relevant or concerned statutory authorities and licensors shall endorse and/or mutate or record the separation, make entry in their records and/or upon the relevant document itself, so as to give effect to the Scheme, so as to facilitate the continuation of operations of the Demerged Undertaking in the Resulting Company without any hindrance from the Appointed Date.

7.7 The Demerged Company may be entitled to various benefits under incentive schemes and policies in relation to the Demerged Undertaking, and pursuant to this Scheme, it is declared that the benefits under all of such schemes and policies shall be transferred to and vest in the Resulting Company and all benefits, entitlements and incentives of any nature whatsoever including sales tax concessions and incentives in relation to the Demerged Undertaking to the extent statutorily available shall be claimed by the Resulting Company, and these shall relate back to the Appointed Date as if the Resulting Company was originally entitled to all benefits under such incentive schemes and/or policies, subject to continued compliance by the Resulting Company of all the terms and conditions subject to which such benefits under the incentive schemes were made available to the Demerged Company.

7.8 Since each of the permissions, approvals, consents, sanctions, remissions, special reservations, sales tax remissions, tax holidays, incentives, concessions and other authorizations relating to the Demerged Undertaking, shall stand transferred by the order of the Court to the Resulting Company, the Resulting Company shall file the relevant intimations, if any, for the record of the statutory authorities who shall take them on file, pursuant to the vesting orders of the sanctioning Court.

7.9 Upon the Scheme becoming effective and the filing of the certified copy of the order of the Court sanctioning this Scheme, and with effect from the Appointed Date it shall constitute a creation/ modification of charge in the name of the Resulting Company in accordance with the provisions of Section 127 of the Act and satisfaction of charge in respect of the Demerged Company in accordance with Section 138 of the Act, if there are any existing charges attaching to the Demerged Undertaking.

7.10 For the purpose of giving effect to the vesting order passed under Sections 391, 394 and other applicable provisions of the Act, in respect of this Scheme, the Resulting Company shall at any time pursuant to the orders on this Scheme be entitled to get the recordal of the change in the legal right(s) upon the vesting of such assets of the Demerged Undertaking in accordance with the provisions of Sections 391, 394 and other applicable provisions of the Act.

7.11 This Scheme has been drawn up to comply with the conditions relating to “demerger” as specified under Section 2(19AA) of the Income Tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the said provisions at a

(17)

later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said section of the Income Tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with conditions contained in Section 2(19AA) of the Income Tax Act, 1961. Such modification shall however not affect other parts of the Scheme.

8. CONSIDERATION - ISSUE OF SHARES BY RESULTING COMPANY

8.1 Upon the coming into effect of the Scheme, and in consideration of the demerger of the Demerged Undertaking and transfer and vesting thereof with the Resulting Company pursuant to Part III of this Scheme, the Resulting Company shall, without any further act or deed and without any further payment, issue and allot the Equity Shares at par on a proportionate basis to each member of the Demerged Company whose name is recorded in the register of members of the Demerged Company as holding equity shares on the Record Date or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Demerged Company in the following proportion :

“For every 4 (four) equity shares of face value of Rs. 10/- each held in the Demerged Company, as on the Record Date, every equity shareholder of the Demerged Company shall without any application, act or deed, be entitled to receive 1 (one) Equity Share of face value of Rs. 10/- each of the Resulting Company, credited as fully paid-up. The allotment of Equity Shares of the Resulting Company shall be in the same ratio as aforesaid to all shareholders of the Demerged Company, subject to fractional entitlements which shall be dealt with as per the procedure provided for in the Scheme. Accordingly, the Resulting Company shall issue and allot to the shareholders of the Demerged Company 1,05,11,929 fully paid up Equity Shares of Rs 10/- each on the Scheme becoming effective.”

8.2 Upon the coming into effect of the Scheme, no consideration shall be payable and no shares shall be allotted by the Resulting Company

to the Demerged Company and the shares held by the Demerged Company in the Resulting Company, being 50,000 in number, shall stand cancelled without any further act or deed.

8.3 In case any member's holding in the Demerged Company is such that the member becomes entitled to a fraction of an equity share of the Resulting Company in terms of Clause 8.1 above, the Resulting Company shall not issue fractional shares to such member(s) but shall instead consolidate all such fractional entitlements to which such member(s) of the Demerged Company may be entitled on the issue and allotment of the equity shares of the Resulting Company, and thereupon the Resulting Company shall issue and allot the consolidated number of equity shares to a trustee nominated by the Demerged Company and the Resulting Company in that behalf. The trustee shall sell such shares and distribute the net sale proceeds (after deduction of applicable taxes and other expenses incurred) to the shareholders respectively entitled to the same in proportion to their fractional entitlements.

8.4 In respect of entitlement of nominee shareholders of the Demerged Company, the Equity Shares of the Resulting Company shall be

issued to the immediate beneficial shareholders for those nominee shareholders.

8.5 The Equity Shares shall be issued in dematerialized form to those equity shareholders who hold the shares of the Demerged Company in dematerialized form provided that they shall be required to provide details of their respective accounts with the depository participant and such other confirmations as may be required. All those equity shareholders who hold shares of the Demerged Company in physical form shall be issued the Equity Shares in dematerialized form provided that they provide details of their respective accounts with the depository participant. The shareholders who fail to provide such details shall be issued Equity Shares in physical form, unless otherwise communicated in writing by such shareholders on or before such date as may be determined by the Board of Directors of the Demerged Company and the Resulting Company or by a committee created thereof by mutual agreement of the Board of Directors.

8.6 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Demerged Company, the Board of Directors of the Demerged Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or transferee of equity shares in the Demerged Company, after the effectiveness of this Scheme.

8.7 The Equity Shares to be issued to the members of the Demerged Company under Clause 8.1 shall be subject to the Memorandum of Association and Articles of Association of the Resulting Company and shall rank paripassu with the existing equity shares of the Resulting Company in all respects including, but subject to the provisions of Section 205 of the Act, dividend (including interim dividend) for the financial year starting from the Appointed Date in terms of the Scheme. The holders of equity shares of the Resulting Company and the Demerged Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective Articles of Association including the right to receive dividends from the respective companies of which they are members for the financial year upto the Appointed Date. It is clarified that the aforesaid provision in respect of declaration of dividends is an enabling provision only and shall not be deemed to confer any right on any member of the Resulting Company or the Demerged Company to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Board of Directors of the Resulting Company and the Demerged Company and subject to the approval of the

(18)

shareholders of the Resulting Company and the Demerged Company.

8.8 The Equity Shares of the Resulting Company, subject to the execution of listing agreement and payment of the appropriate fees, shall be listed and / or admitted to trading on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The Demerged Company and / or the Resulting Company, as the case may be, shall make such applications to the Securities and Exchange Board of India (“SEBI”) as required under circular, notification, guidelines, rules and regulations issued and to be issued by the SEBI and also enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said stock exchanges. The Equity Shares allotted pursuant to this Scheme shall remain frozen in the depositories system till listing / trading permission is given by the designated stock exchanges. There shall be no change in the shareholding pattern or control in the Resulting Company between the Record Date and the listing which may affect the status of this approval.

8.9 For the purpose of issue and allotment of the Equity Shares by the Resulting Company to the shareholders of the Demerged Company, the Resulting Company shall, if and to the extent required, apply for and obtain any approvals from concerned regulatory authorities and undertake necessary compliances.

8.10 The issue and allotment of the Equity Shares by the Resulting Company to the shareholders of the Demerged Company as provided for in this Scheme is an integral part hereof and shall be deemed to have been carried out without any further act or deed by the Resulting Company as if the procedure laid down under Section 81(1A) of the Act and any other applicable provisions of the Act were duly complied with. The Resulting Company shall obtain the necessary approval from its shareholders, as required and as may be directed by the Court, in terms of this Scheme only, under and pursuant to provisions of Sections 391-394 of the Act.

9 REORGANIZATION OF SHARE CAPITAL

9.1 Upon the coming into effect of this Scheme, the authorised equity share capital of the Demerged Company shall split and stand reduced by an amount of Rs. 25,00,00,000 (Rupees Twenty Five Crore) . The reduced authorised share capital of the Demerged Company shall be Rs. 180,00,00,000 (Rupees One hundred eighty Crore) and the Memorandum of Association and Articles of Association of the Demerged Company shall automatically stand amended accordingly and words and figures in Clause V of the Memorandum of Association of the Demerged Company shall be substituted to read as follows:

“The authorised share capital of the Company is Rs. 180,00,00,000 (Rupees One hundred eighty Crore) divided into 8,00,00,000 (Eight Crore) equity shares of Rs. 10 each and 10,00,00,000 (Ten Crore) preference shares of Rs. 10 each with the power to increase or reduce the capital of the Company and divide the share capital for the time being into different classes and to attach thereto respectively such preferential / qualified or special rights or privileges or conditions including detachable, tradeable and / or untradeable warrants as may be determined or in accordance with the regulations of the Company and with power to modify or abrogate any such rights, privileges or conditions in such manners as may for the time being provided by the regulations of the Company and subject to the provisions of the Companies Act, 1956.”

Similarly, Clause 8 of the Articles of Association of the Demerged Company shall be substituted as under:

“The authorised share capital of the Company is Rs. 180,00,00,000 (Rupees One hundred eighty Crore) divided into 8,00,00,000 ( Eight Crore) equity shares of Rs. 10 each and 10,00,00,000 (Ten Crore) preference shares of Rs. 10 each with the power to increase or reduce the capital of the Company and divide the share capital for the time being into different classes and to attach thereto respectively such preferential / qualified or special rights or privileges or conditions including detachable, tradeable and / or untradeable warrants as may be determined or in accordance with the regulations of the Company and with power to modify or abrogate any such rights, privileges or conditions in such manners as may for the time being provided by the regulations of the Company and subject to the provisions of the Companies Act, 1956.”

9.2 It is hereby clarified that for the purposes of Clause 9.1 above, the consent of the shareholders of the Demerged Company to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment and no further resolution under Sections 16, 31, 94, 100 and / or 101 or any other applicable provisions of the Act would be required to be separately passed. However, the Demerged Company shall file the amended copies of its Memorandum of Association and Articles of Association with the concerned Registrar of Companies within 30 days from the Effective Date and the Registrar of Companies shall take the same on record.

9.3 Upon the Scheme becoming effective, the authorised share capital of the Resulting Company, consequent to splitting of the authorised share capital of the Demerged Company, shall, without any further act, deed or action, stand increased by Rs. 25,00,00,000 so as to provide for the issue of shares to the members of the Demerged Company. The enhanced authorised share capital of the Resulting Company shall be Rs. 27,00,00,000 and the Memorandum of Association and Articles of Association of the Resulting Company shall automatically stand amended accordingly and words and figures in Clause V of the Memorandum of Association shall be substituted to read as follows :

(19)

“The authorised share capital of the Company is Rs. 27,00,00,000 (Rupees Twenty seven Crore) divided into 2,70,00,000 equity shares of Rs.10 each with the power to increase or reduce the capital of the Company and divide the share capital for the time being into different classes and to attach thereto respectively such preferential / qualified or special rights or privileges or conditions including detachable, tradeable and / or untradeable warrants as may be determined or in accordance with the regulations of the Company and with power to modify or abrogate any such rights, privileges or conditions in such manners as may for the time being provided by the regulations of the Company and subject to the provisions of the Companies Act, 1956.”

9.4 It is hereby clarified that for the purposes of this sub-clause, the consent of the shareholders of the Resulting Company to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment and no further resolution under Section 16, 31 and / or 94 or any other applicable provisions of the Act would be required to be separately passed nor any registration fee, stamp duty etc. shall be payable by the Resulting Company. However, the Resulting Company shall file the amended copies of its Memorandum of Association and Articles of Association with the concerned Registrar of Companies within 30 days from the Effective Date and the Registrar of Companies shall take the same on record.

10 ACCOUNTING TREATMENT IN THE BOOKS OF THE RESULTING COMPANY

10.1 The Resulting Company shall record all the assets and liabilities of the Demerged Undertaking vested in it pursuant to this Scheme, at their respective book values (ignoring revaluation) thereof, as appearing in the books of account of the Demerged Company immediately before the Appointed Date.

10.2 The Resulting Company shall credit the aggregate face value of the Equity Shares of the Resulting Company issued by it to the members of the Demerged Company pursuant to this Scheme to the share capital account in its books of account.

10.3 Notwithstanding the above, the Board of Directors of the Resulting Company is authorized to provide such other accounting treatment as it may deem fit, in accordance with the prescribed Accounting Standards issued by the Institute of Chartered Accountants of India and applicable generally accepted accounting principles.

11 ACCOUNTING TREATMENT IN THE BOOKS OF THE DEMERGED COMPANY ON DEMERGER OF THE DEMERGED UNDERTAKING

11.1 Upon the coming into effect of this Scheme, the book value of assets and liabilities transferred to the Resulting Company shall be reduced from the book value of assets and liabilities of the Demerged Company.

11.2 Notwithstanding the above, the Board of Directors of the Demerged Company is authorized to provide such other accounting treatment as it may deem fit, in accordance with the prescribed Accounting Standards issued by the Institute of Chartered Accountants of India and applicable generally accepted accounting principles.

12 CONDUCT OF BUSINESS OF DEMERGED UNDERTAKING

12.1 With effect from the Appointed Date and upto and including the Effective Date :

a) the Demerged Company shall carry on and be deemed to have carried on its business and activities in relation to the Demerged Undertaking and shall hold and deal with all assets and properties of the Demerged Undertaking as defined herein, and referred to in Clause 7 above, for and on account of and in trust for the Resulting Company.

b) any income or profit accruing or arising to the Demerged Company in relation to the Demerged Undertaking and all costs, charges, expenses and losses incurred by the Demerged Company in relation to the Demerged Undertaking shall for all purposes be treated as the income, profits, costs, charges, expenses and losses, as the case may be, of the Resulting Company.

c) the Demerged Company shall not utilize the profits or income, if any, relating to the Demerged Undertaking for the purpose of declaring or paying any dividend or for any other purpose in respect of the period from and after the Appointed Date, without the prior written consent of the Resulting Company.

d) the Demerged Company shall not (without the prior, written consent of the Resulting Company) alienate, charge or otherwise deal with or dispose of the Demerged Undertaking or any part thereof except in the usual course of business or pursuant to any pre-existing obligation undertaken prior to the Appointed Date.

e) the Demerged Company shall carry on the business of the Demerged Undertaking with reasonable diligence, in the ordinary course of business, and the Demerged Company shall not alter or expand the business of the Demerged Undertaking except with the prior written consent of the Resulting Company and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts or incur any other liabilities or expenditure, issue any additional guarantees, indemnities,

(20)

letters of comfort or commitment either for itself or on behalf of its subsidiaries or group companies or any third party, or sell, transfer, alienate, charge, mortgage or encumber or deal with the Demerged Undertaking, save and except, in each case, in the following circumstances :

(i) if the same is in the ordinary course of business as carried on by it as on the date of filing of this Scheme with the Court; or(ii) if the same is expressly permitted by this Scheme; or(iii) if the written consent of the Resulting Company has been obtained.

f) Pending sanction of this Scheme, the Demerged Company and the Resulting Company shall not make any change in their respective capital structures either by any increase, (by issue of equity shares, bonus shares, convertible debentures or otherwise) decrease, reduction, reclassification, sub-division or consolidation, re-organization, or in any other manner, affect the reorganization of capital herein, except changes that have already been factored in while arriving at the number of shares to be issued to the shareholders of the Demerged Company in the Resulting Company as described under Clause 8.1 and changes pursuant to Clause 9, including changes with mutual consent of the respective Board of Directors of the Demerged Company and the Resulting Company, or as may be expressly permitted under this Scheme or as may be required to give effect to the Scheme. Furthermore, there shall be no change in the shareholding pattern or control in the Resulting Company between the Record Date and the listing which may affect the status of the approval / permission referred to in Clause 8.8 above.

g) the Demerged Company shall not vary or alter, except in the ordinary course of its business and as may be required for re-organization, the terms and conditions of employment of any of its employees in relation to the said Demerged Undertaking.

Provided that as far as the obligations in sub-clauses (e), (f) and (g) above are concerned, the restrictions thereunder shall be applicable from the date of acceptance of the present Scheme by the Board of Directors of both the Demerged Company and the Resulting Company.

h) All assets and properties acquired by the Demerged Company in relation to the Demerged Company Residual Entity on and after the Appointed Date shall belong to and continue to remain vested in the Demerged Company.

i) All assets acquired and all liabilities incurred by the Demerged Company after the Appointed Date but prior to the Effective Date for operation of and in relation to the Demerged Undertaking shall also without any further act, instrument or deed stand transferred to and vested in or be deemed to have been transferred to or vested in the Resulting Company upon the coming into effect of the Scheme.

j) Any of the rights, powers, authorities, privileges, attached, related or pertaining to the Demerged Undertaking that have been exercised by the Demerged Company shall be deemed to have been exercised by the Demerged Company for and on behalf of, and in trust for and as an agent of the Resulting Company. Similarly, any of the obligations, duties and commitments attached, related or pertaining to the Demerged Undertaking that have been undertaken or discharged by the Demerged Company shall be deemed to have been undertaken for and on behalf of, and in trust for and as an agent of the Resulting Company.

12.2 Notwithstanding anything contained in this Scheme, the Demerged Company may at any time prior to the Effective Date, deal with the assets and liabilities of the Demerged Undertaking in such manner and for such purposes as it thinks fit including for meeting the funding requirements of the Demerged Company Residual Entity. However, any such transaction involving the Demerged Undertaking shall be undertaken by the Demerged Company only with adequate accounting / recording and in compliance with all laws and disclosure requirements, if any.

12.3 The Demerged Company and/or the Resulting Company shall be entitled, pending the sanction of the Scheme by the Court, to apply to the central/state government and all other agencies, departments and authorities concerned as are necessary under any law for such consents, approvals and sanctions which the Resulting Company may require to own and carry on the business of the Demerged Undertaking.

12.4 On the Effective Date but with effect from the Appointed Date, the Resulting Company shall commence and carry on and shall be authorized to carry on the businesses carried on by the Demerged Undertaking of the Demerged Company.

13 EMPLOYEES OF THE DEMERGED UNDERTAKING

13.1 Upon the Scheme becoming effective, all employees of the Demerged Undertaking of the Demerged Company in service on the Effective Date shall be deemed to have become the employees of the Resulting Company with effect from the Appointed Date without any interruption in their service as a result of the transfer of the Demerged Undertaking to the Resulting Company on the same terms and conditions of employment as were agreed with the Demerged Company. On the basis of continuity of service, the terms and conditions of their employment with the Resulting Company shall not be less favourable than those applicable to them with reference

(21)

to the Demerged Undertaking of the Demerged Company on the Effective Date.

13.2 With regard to provident fund, gratuity fund, superannuation fund or any other special fund or any other special scheme created or existing for the benefit of such employees of the Demerged Company, upon the Scheme becoming effective, the existing amounts, whether held by way of cash and/or investments, in the gratuity fund, provident fund and superannuation fund trusts, if any, created by the Demerged Company for its employees including employees of the Demerged Undertaking shall be transferred to the gratuity fund, provident fund and superannuation fund schemes carried on by the Resulting Company on the same terms and conditions, in relation to the employees of the Demerged Company being transferred to the Resulting Company. With effect from the Effective Date but subject to getting the Scheme approved by relevant authorities, the Resulting Company shall make the necessary contributions for such transferred employees of the Demerged Company in relation to the existing gratuity fund, superannuation fund, provident fund benefits and benefits under any other special fund or scheme. Provided that the Resulting Company may continue to make contributions in the gratuity fund, provident fund and superannuation fund trusts, if any, created by the Demerged Company for the transferred employees of the Demerged Company till such time as necessary statutory approvals are received by the Resulting Company for setting up its own gratuity fund, provident fund, superannuation fund or any other special fund. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of the Demerged Undertaking in relation to such schemes or funds shall become those of the Resulting Company. It is clarified that the services of all transferred employees of the Demerged Company, to the Resulting Company shall be treated as having been continuous for the purpose of the aforesaid schemes or funds.

13.3 In relation to the employees of the Demerged Company being transferred to the Resulting Company pursuant to the Scheme, for whom the Demerged Company is making contributions to the government provident fund, the Resulting Company shall stand substituted for the Demerged Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, bye laws, etc. in respect of such transferred employees.

13.4 In relation to any other fund created or existing for the benefit of the employees being transferred to the Resulting Company, the Resulting Company shall stand substituted for the Demerged Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said funds in accordance with the provisions of such scheme, funds, bye laws, etc. in respect of such employees.

13.5 In so far as the existing benefits or funds created by the Demerged Company for the employees of the Demerged Company Residual Entity are concerned, the same shall continue and the Demerged Company shall continue to contribute to such funds and trusts in accordance with the provisions thereof, and such funds and trusts, if any, shall be held inter alia for the benefit of the employees of the Demerged Company Residual Entity.

13.6 The Resulting Company shall undertake to continue to abide by any agreement(s)/settlement(s) entered into with any labour unions/ permanent employees by the Demerged Company in relation to the Demerged Undertaking. The Resulting Company agrees that for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits, the past services of such permanent employees with the Demerged Company shall also be taken into account, and agrees and undertakes to pay the same as and when payable.

14 RIGHT TO REVISE TAX RETURNS

14.1 It is clarified that all the taxes and duties payable by the Demerged Company including all advance tax payments, tax deducted at source, tax liabilities or any refund and claims, relating to the Demerged Undertaking from the Appointed Date shall, for all purposes, be treated as advance tax payments, tax deducted at source, tax liabilities or refunds and claims of the Resulting Company. Accordingly, upon the Scheme becoming effective, the Demerged Company is expressly permitted to revise and file and the Resulting Company is expressly permitted to revise and file their respective income tax returns including tax deducted at source certificates, sales tax/value added tax returns, excise returns, service tax returns and other tax returns, and to claim refunds/credits, pursuant to the provisions of this Scheme.

15 LEGAL PROCEEDINGS

15.1 Upon the Scheme becoming effective on the Effective Date, all suits, appeals, legal, administrative or other proceedings of whatsoever nature, by or against the Demerged Company in any court or before any judicial, quasi-judicial, administrative or other adjudicating authority pending and/or arising on the Appointed Date and relating to the Demerged Undertaking of the Demerged Company, shall be continued and enforced by or against the Resulting Company only, to the exclusion of the Demerged Company, in the manner and to the same extent as would have been continued and enforced by or against the Demerged Company. The Demerged Company shall not be liable to pay any amounts arising out of such proceedings including interest, penalties, damages, costs etc and the same shall be paid only by the Resulting Company. On and from the Effective Date, the Resulting Company shall and may, if required, initiate any legal proceedings in relation to the Demerged Undertaking in the name of the Demerged Company.

15.2 After the Appointed Date, if any proceedings are taken against the Demerged Company in respect of the matters referred to in Clause 15.1 above, the Demerged Company shall defend the same at the cost of the Resulting Company and the Resulting Company shall

(22)

reimburse and indemnify the Demerged Company against all liabilities and obligations incurred by the Demerged Company in respect thereof and shall further reimburse all amounts including interest, penalties, damages, costs etc. which the Demerged Company may be called upon to pay or secure in respect of any liability or obligation relating to the Demerged Undertaking.

15.3 The Resulting Company undertakes to have all legal or other proceedings initiated by or against the Demerged Company referred to in Clause 15.1 above transferred to its name and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of Demerged Company, to the extent legally permissible after the Scheme becoming effective. To the extent that such proceedings cannot be taken over by the Resulting Company, the proceedings shall be pursued by the Demerged Company as per the instructions of and entirely at the cost and expenses of the Resulting Company.

16 CONTRACTS, DEEDS

16.1 Notwithstanding anything else contained in this Clause 16, but subject to the other provisions of this Scheme, all contracts, deeds, bonds, insurance policies (other than those taken for Demerged Company as a whole or without reference to specific assets pertaining to the Demerged Undertaking), agreements and other instruments, if any, of whatsoever nature relating to the Demerged Undertaking and to which the Demerged Company is party and subsisting or having effect on the Effective Date, shall be in full force and effect against or in favour of the Resulting Company, as the case may be, and may be enforced by or against Resulting Company as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party thereto.

16.2 The Resulting Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite arrangements, confirmations or novations, to which the Demerged Company shall also be party in order to give formal effect to the provisions of this Scheme, if so required or necessitated. The Resulting Company shall be deemed to be authorized to execute any such deeds, writings or confirmations on behalf of the Demerged Company and to implement or carry out all formalities required on the part of the Demerged Company to give effect to the provisions of this Scheme.

16.3 Even after this Scheme becomes effective, the Resulting Company shall, in its own right, be entitled to realize all monies and complete and enforce all pending contracts and transactions in respect of the Demerged Undertaking in the name of Demerged Company, in so far as may be necessary, until the transfer of rights and obligations of the Demerged Company to the Resulting Company under this Scheme is formally accepted by the parties concerned.

16.4 Without prejudice to the aforesaid, it is clarified that if any assets, contracts, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in relation to the Demerged Undertaking which the Demerged Company owns or to which the Demerged Company is a party, cannot be transferred to the Resulting Company for any reason whatsoever, the Demerged Company shall hold such assets, contracts, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of the Resulting Company, in so far as it is permissible so to do, till such time as the transfer is effected.

17 SAVING OF CONCLUDED TRANSACTIONS

17.1 The transfer of assets and liabilities relating to the Demerged Undertaking pursuant to this Scheme, and the continuance of proceedings by or against the Demerged Company under Clause 15 above shall not affect any transaction or proceedings already concluded or liabilities incurred, or any liabilities discharged by the Demerged Company in connection with the Demerged Undertaking subject to the provisions of Clause 12 above, on or after the Appointed Date till the Effective Date, to the end and intent that the Resulting Company shall accept and adopt all acts, deeds and things done and executed by the Demerged Company in respect thereto as done and executed on behalf of itself.

18 REMAINING BUSINESS

18.1 The Demerged Company Residual Entity and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be continued to be owned and managed by the Demerged Company. All legal, taxation or other proceedings whether civil or criminal (including before any statutory or quasi-judicial authority or tribunal) by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter, and in each case relating to the Demerged Company Residual Entity (including those relating to any property, right, power, liability, obligation or duties of the Demerged Company in respect of the Demerged Company Residual Entity) shall be continued and enforced by or against the Demerged Company after the Effective Date. The Resulting Company shall in no event be responsible or liable in relation to any such legal, taxation or other proceedings against the Demerged Company, which relate to the Demerged Company Residual Entity.

18.2 If proceedings are taken against the Resulting Company in respect of the matters referred to in Clause 18.1 above, it shall defend the same in accordance with the advice of the Demerged Company and at the cost of the Demerged Company, and the latter shall reimburse and indemnify the Resulting Company against all liabilities and obligations incurred by the Resulting Company in respect thereof.

(23)

1

r conditions enumerated in the Scheme are not obtained or complied with or for any other reason, the Scheme cannot be implemented, the Scheme shall become null and void, and the Demerged Company and the Resulting Company shall bear their own cost, charges and expenses in connection with the Scheme unless otherwise mutually agreed.

22.2 The non receipt of any sanctions or approvals for a particular asset or liability forming part of the Demerged Undertaking getting transferred pursuant to this Scheme, shall not affect the effectiveness of the Scheme, if the Board of Directors of the Demerged Company and the Resulting Company so decide. In the event of non receipt of approval of any lender / creditor for the transfer of any liability, then at the option of the Board of Directors of the Resulting Company, it may issue a security / recognize a liability in favour of the Demerged Company on the same terms. The transfer of such asset or liability shall become effective from the Appointed Date as and when the said requisite approvals are received or aforesaid liability being recognized / security being issued and the provisions of the Scheme shall apply appropriately to the said transfer / issue / recognition.

23 COSTS, CHARGES & EXPENSES

23.1 Except as otherwise expressly provided in the Scheme, the Demerged Company shall bear all the expenses in connection with the Scheme. Upon the Scheme becoming effective all costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) of the Demerged Company and the Resulting Company arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto shall be borne by the Demerged Company and the Resulting Company respectively.

23.2 The Demerged Company shall bear the expenses of stamp duty and registration charges (if any) pursuant to this Scheme.

9 APPLICATION TO HIGH COURT

19.1 The Demerged Company and the Resulting Company shall with all reasonable dispatch make all necessary applications under Sections 391 to 394 of the Act and other applicable provisions of the Act to the Court for seeking approval of the Scheme.

20 MODIFICATIONS OR AMENDMENTS TO THE SCHEME

20.1 The Demerged Company and the Resulting Company by their respective Board of Directors or any persons authorized by them, may assent to any modifications/amendments to the Scheme or to any conditions or limitations that the Court and/or any other authority may deem fit to direct or impose, or make such modifications/amendments which may otherwise be considered necessary, desirable or appropriate by them in their sole discretion (i.e. the Board of Directors). The Demerged Company and the Resulting Company by their respective Boards of Directors be and are hereby authorised to take all such steps as may be necessary, desirable or proper for the purposes of implementing the Scheme and to resolve any doubts, difficulties or questions regarding the implementation of this Scheme or otherwise arising under this Scheme, whether by reason of any directive or orders of any other authorities or otherwise, howsoever arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith.

20.2 In the event that any of the conditions that may be imposed by the Court or other authorities are found unacceptable by the Demerged Company or the Resulting Company for any reason, then the Demerged Company and the Resulting Company are at liberty to withdraw the Scheme.

20.3 If any issue arises as to whether any asset, liability, employee pertains to the Demerged Undertaking or not under this Scheme, the same shall be decided by the Board of Directors of the Demerged Company and the Resulting Company, on the basis of relevant books of account and other evidence that they may deem relevant for said purpose.

21 CONDITIONALITY OF THE SCHEME

This Scheme is and shall be conditional upon and subject to satisfaction of the following :

21.1 The approval by the requisite majorities of the classes of persons, including shareholders, creditors and such other classes of the Demerged Company and the Resulting Company as may be directed by the Court under Section 391 of the Act.

21.2 The sanctioning of this Scheme by the Court, whether with any modifications or amendments, as the Court may deem fit or otherwise.

21.3 The filing of the certified copy of the order of the Court with the Registrar of Companies of Uttar Pradesh & Uttaranchal at Kanpur by the Demerged Company and the Resulting Company.

21.4 Any other sanctions and orders as may be directed by the Court in respect of the Scheme.

22 EFFECT OF NON-RECEIPT OF APPROVALS

22.1 In the event that the Scheme is not sanctioned by the Court or in the event that any of consents, approvals, permissions, resolutions, agreements, sanctions o

PART-IV

GENERAL / RESIDUARY TERMS AND CONDITIONS

(24)

24 MISCELLANEOUS

24.1 Any properties, assets or liabilities of the Demerged Company that may be common to both the Demerged Undertaking and the Demerged Company Residual Entity shall, for the purposes of implementation of this Scheme, be segregated and dealt with in such manner as the Parties may mutually agree upon.

24.2 If any part of this Scheme hereof is invalid, ruled illegal by any court of competent jurisdiction, or unenforceable under present or future laws, then it is the intention of the Parties that such part shall be severable from the remainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any Party, in which case the Parties shall attempt to bring about a modification in the Scheme, as will best preserve for the Parties the benefits and obligations of the Scheme, including but not limited to such part.

24.3 The courts in Uttar Pradesh shall have exclusive jurisdiction over any dispute.

(25)

SCHEDULE IINVESTMENTS HELD BY THE DEMERGED COMPANY

(1) 43,60,00,000 equity shares of Jindal India Powertech Limited of face value of Rs10/- each, Rs. 7 called up and Rs. 7/- paid-up.

(2) 17,82,000 equity shares of Jindal Poly Films Investment Limited of face value of Rs10/- each.

(3) 4,41,093 equity shares of Coal India Limited of face value of Rs10/-each.

(4) 11,86,246 equity shares of Consolidated Finvest and Holdings Limited of face value of Rs 10/- each.

(5) Investments in mutual funds for an apx. total value of Rs187 crores comprising of the following :

FACE NUMBER AMOUNTRs. OF UNITS Rs.

(I) Birla Sun Life Fixed Term Plan 10 20,000,000 200,000,000 Series Dl Growth

(II) Fidelity Short Term Income Fund 10 4,872,728 52,375,994.16Dividend Growth

(III) ICICI Prudential FMP Series 10 25,000,000 250,000,000 One Year Plan

(IV) HDFC Cash Management Fund 10 20,010,766 200,107,660 Daily Dividend

(V) KOTAK FMP Series 56 10 15,000,000 150,000,000

(VI) KOTAK FMP Series 57 10 10,000,000 100,000,000

(VII) Reliance Fixed Horizen Fund 10 25,000,000 250,000,000 XX Series 21 Growth Plan

(VIII) TATA Fixed Maturity Plan Series 10 36,907,692 369,076,920 36 Scheme C

(IX) TATA Fixed Maturity Plan Series 10 5,000,000 50,000,000 36 Scheme B

(X) TATA Fixed Maturity Plan Series 10 10,000,000 100,000,000 36 Scheme C

(XI) UTI Fixed income Interval Fund 10 10,809,019 150,000,000 Annual Interval Plan

TOTAL 1,871,560,574

VALUE

--- ---**

(26)


COMPANY APPLICATION NO.2 OF 2013[Under Sections 391-394 of the Companies Act, 1956]

IN THE MATTER OF:The Companies Act, 1956;

AndIN THE MATTER OF:

Application under Sections 391 to 394 of the Companies Act, 1956;And

IN THE MATTER OF:Scheme of Demerger between Jindal Poly Films Limited and Jindal Poly Investment and Finance Company Limited

and their respective shareholders and creditors.AND

IN THE MATTER OF

JINDAL POLY FILMS LIMITED, a company incorporated under the provisions of the Companies Act, 1956, having

thits Registered Office at 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh. ...Applicant Company No. 1/ Transferor Company

FORM OF PROXY

I/We, the undersigned, as Equity Shareholder of the Jindal Poly Films Limited (the “Company”), hereby appoint

__________________________________ of _______________________________, and failing him/her __________________________,

of _____________________________ , as my/our proxy, to act for me/us at meeting of the Equity Shareholders of the Company to be held th that the registered office of the Company at 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh on the 8

day of March 2013 at 11:30 A.M., for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed

Scheme of Demerger between Jindal Poly films Limited and Jindal Poly Investment and Finance Company Limited and their respective

shareholders and creditors (“the Scheme”) and at such meeting and any adjournment thereof, to vote, for me/us and in my/our name(s)

For/Against the said Scheme as my/our proxy may approve.

Dated this___________ day of ____________ 2013.

* Folio No: ____________________________________ Signature: _______________________________

** DP ID: ________________ Client ID: _____________ Name: _________________________________

No. of Shares held: _____________________________ Address: ________________________________

* Applicable for Investor holding in Physical Form.** Applicable for Investor holding in Demat Form.

Notes: (1) Please affix Re.1/- revenue stamp before putting signature.

th(2) The proxy must be deposited at the Registered Office of Jindal Poly Films Limited at 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh at least 48 hours before the time of holding the meeting.

(3) Strike out which is not necessary.(4) All alterations made in the Form of Proxy should be initialed. (5) Bodies Corporate & FII Equity Shareholder(s) would be required to deposit certified copies of Board/Custodial resolution/Power of Attorney, as the case may be, authorizing

ththe individual(s) named therein, to attend & vote at the meeting on its behalf. These documents must be deposited at the Registered Office of Jindal Poly Films Limited at 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh at least 48 hours before the time of holding the meeting.

JINDAL POLY INVESTMENT AND FINANCE COMPANY LIMITED, a company incorporated and existing under the provisions of Companies Act, 1956 and having its Registered Office at 19th K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh

AND

...Applicant Company No. 2/ Transferee Company

JINDAL POLY FILMS LIMITEDthRegistered Office: 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh.

ATTENDANCE SLIP

(Meeting of Equity Shareholders)

(To be handed over at the entrance of the meeting venue)

Note: Members or their proxies are requested to present this attendance slip duly filled and signed for admission.

I/We hereby record my/our presence at the court convened meeting of the Equity Shareholders of JINDAL POLY FILMS thLIMITED having its Registered office at 19 K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar

th thPradesh, convened pursuant to the Order dated 17 January, 2013 of the High Court of Judicature at Allahabad, at 19 thK.M., Hapur-Bulandshahr Road, P.O. Gulaothi, District Bulandshahr, Uttar Pradesh, on Friday, the 8 day of March, 2013 at

11:30 A.M.

Name(s) in Full Father / Husband's Name Address as registered with the Company

1.

2.

3.

DP ID Client ID

Regd. Folio No.* No. of Shares

Please tick the appropriate box

MEMBER PROXY

Member's Signature

Proxy's Signature

* Applicable for Investor holding in Physical Form.

Date post:	23-Mar-2018
Category:	Documents
Upload:	dangthuan
View:	231 times
Download:	3 times

IN THE HIGH COURT OF JUDICATURE AT ALLAHABAD · PDF fileScheme of Demerger between Jindal Poly...

Documents