MEMORANDUM

&

ARTICLES

OF

ASSOCIATION

OF

UltraTech Cement Limited

94
 THE COMPANIES ACT, 1956
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
UltraTech Cement Limited

I. The name of the Company is UltraTech Cement Limited

II. The Registered Office of the Company will be situated in the State of Maharashtra.
III. THE OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE:-
A. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY OF ITS INCORPORATION:
1. To carry on the business of manufacturers of, dealers in and sellers of cement, clinker, lime,
plasters, whiting, clay, granule, sand, coke, fuel, artificial stone, builders’ requisites &
convenience of all kinds and any products or things which may be manufactured out of or
with cement or in which the use of cement may be made.
B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN
OBJECTS:
2. To carry on the businesses of quarry proprietors, stone and granite merchants, dealers, exporters
and contractors of, and to search for, get, mine, raise, make marketable, use, sell and dispose
of granite, stone, coal, minerals and mineral substances and products and to prepare,
manufacture and deal in cement paving blocks, tar, macadam, bituminous road materials and
all or any other of the materials or things which the Company may require or which may be
useful for carrying on any of the above mentioned businesses.
3. To acquire upon such terms as the Directors think fit any land or any estate or interest in land
or estate and from which may be extracted or of which may be made any clay or any other
substance required in the business and manufacture of cement.
4. To carry on any other trade or business whatsoever as can in the opinion of the Company be
advantageously or conveniently carried on by the Company by way of extension of or in
connection or combination with any of the Company’s business or as calculated, directly or
indirectly, to develop all or any of branches of the Company’s business or to increase the
value of or turn to account any of the Company assets, property, or rights.
5. To invest in and seek investments to and/ or from other companies in the cement industry and
infrastructure sector.
6. To appoint or establish agents or dealers in India and elsewhere for sales and purchases of the
Company’s products and to regulate and discontinue them.
7. To sell, improve, maintain, insure, repair, manage, develop, exchange, lease, mortgage, charge,
hypothecate, enfranchise, abandon, dispose of, turn to account or create a lien on or otherwise
deal with all or any part of the property, assets and rights of the Company.
8. To sell and mortgage and otherwise in any other matter deal with or dispose of the property,
assets or undertakings of the Company or any part thereof, for such consideration as the
Company may think fit.
9. To search for and to purchase or otherwise acquire from any Government, State or Authority
any licenses, concessions, grants, decrees, rights, powers and privileges which may seem to
the Company capable of being turned to account and to work, develop, carryout, exercise and
turn to account the same.

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10. To purchase or otherwise acquire, protect, prolong and renew any patents, trade marks, rights
including copy rights and licenses under patents, trade marks and copy rights, brevets
d’invention, licenses, protections and concessions which may appear likely to be advantageous
or useful to the Company and to use and turn to account the same and to grant licenses or
privileges in respect of the same.
11. To acquire, establish, provide, maintain and conduct or otherwise subsidise research
laboratories, experimental stations, workshops and libraries for scientific, industrial and
technical research and experiments; to undertake and carry on scientific, industrial, economic
and technical research, investigations and inventions, innovations, both scientific and technical
by providing subsidising, endowing or assisting financially or otherwise, laboratories, colleges,
universities, workshops, libraries, lectures, meetings, exhibitions and conferences and by
providing for the remuneration to scientists, scientific or technical professors or teachers and
by the award of scholarships, grants, and prizes to students, research workers and inventors
or otherwise and generally to encourage, promote and reward studies, research, investigations,
experiments, tests and inventions of any kind that may be considered likely to assist any of
the business of the Company.
12. To adopt such means of making known the business of the Company as may seem expedient
and in particular by advertising in the press, public places and theatres, by radio, by television,
by internet, by circulars, by purchase and exhibition of works of art or interest, by publication
of books, pamphlets, bulletins or periodicals, by organising or participating in exhibitions,
trade fairs etc. and by granting prizes, rewards and donations or by any other way.
13. To aid, peculiarly or otherwise, any association, body having for an object, the solution,
settlement or surmounting of industrial or labour problems or troubles or of the promotion of
industry or trade.
14. To provide for the welfare of employees or ex-employees of the Company and the wives,
widows, families or dependents of such persons by building or contributing to the building of
houses, dwellings, chawls or by grants of money, pensions, allowances, gratuities, bonus or
other payments or by creating and from time to time subscribing or contributing to provident
and other funds, institutions and trusts and by providing or subscribing or contributing towards
places of instruction and recreation, hospitals and dispensaries, medical and other attendance
and assistance as the Company may think fit.
15. To subscribe or contribute or otherwise to assist or to guarantee money to charitable,
benevolent, religious, scientific, national, public or any other useful institutions, objects or
purposes or for any exhibition.
16. To establish and maintain or procure the establishment and maintenance of any contributory
or non-contributory pension, gratuity or superannuation funds for the benefit of, and give or
procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons
who are or at any time were in the employments or service of the Company, or of any company
which is a subsidiary of the Company or is allied to or associated with the Company or with
any subsidiary of such company, or who are or at any time were Directors of the Company or
of any such other company as aforesaid, and the wives, widows, families and dependents of
any such persons, and also to establish and subsidise and subscribe to any institutions,
associations, clubs or funds calculated to be for the benefit or advancement of the interests
and well-being of the Company or of any other Company as aforesaid, and make payments to
or towards the insurance of any such person as aforesaid and do any of the matters aforesaid,
either alone or in conjunction with any such other company as aforesaid.
17. To establish, promote or concur in establishing or promoting any company or companies for
the purpose of acquiring all or any of the property, rights and liabilities of the Company and
to place or guarantee the placing of, underwrite, subscribe for or otherwise acquire all or any
part of the shares, debentures or other securities of any such other company.
18. To subscribe for, take, underwrite, hold or acquire by way of purchase or otherwise shares,
stocks, debentures, or other securities of any other company.

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19. To amalgamate with any company or companies having similar business.
20. To undertake and execute any trust, the undertaking of which may seem to the Company
desirable and either gratuitously or otherwise.
21. To take over, amalgamate, enter into partnership or into any arrangement for sharing of profits,
union of interest, co-operation, joint-ventures, collaborations, reciprocal concessions or
otherwise with any person carrying on or engaged in or about to carry on or engage in any
business or transaction which may seem capable of being carried on or conducted so as,
directly or indirectly, to benefit the Company.
22. To guarantee the payment of money unsecured or secured by or payable under or in respect
of promissory notes, bonds, debentures, debenture stocks, contracts, mortgages, charges,
obligations, instruments and securities of any company or any authority, municipal, local or
otherwise or of any person whomsoever, whether incorporated or not incorporated and
generally to guarantee or become sureties for the performance of any contracts or obligations.
23. To vest any immovable property, rights or interest acquired by or belonging to the Company
in any person or company on behalf of or for the benefit of the Company, with or without any
declared Trust in favour of the Company.
24. To lend and advance money or give credit to such persons, firms or companies and on such
terms as many seem expedient and in particular to customers and others having dealings with
the Company and to guarantee the performance of any contract or obligation and the payment
of money to any such persons or companies and generally to give guarantees and indemnities.
25. To pay all the costs, charges and expenses of and incidental to the promotion, formation,
registration and establishment of the Company and the issue of its capital including any
underwriting or other commissions, broker’s fees and other charges and to remunerate by
cash or allotment of fully or partly paid shares to any person, firm or company for services
rendered in introducing any property or business to the Company and in placing, assisting to
place or guaranteeing the subscription of any shares, debentures, debenture-stocks or other
securities of the Company or in or about the formation or promotion of the Company of the
acquisition of property by the Company or the conduct of its business or for any other reason
which the Company may think proper.
26. To procure the Company to be recognized in any foreign country or place.
27. To draw, accept, make, endorse, discount execute, issue and negotiate promissory notes,
hundies, bills of exchange, bills of lading, letter of credit and other negotiable or transferable
instruments or securities.
28. To borrow or raise or secure the payment of money, or to receive money on deposit at interest
for any of the purposes of the Company, and at such time or times and in such manner as may
be thought fit and in particular by the issue of debentures or debenture-stocks, perpetual or
otherwise, including debentures or debenture-stocks convertible into shares of the Company
or perpetual annuities and as securities for any such money so borrowed, raised or received,
or of any such debenture-stocks so issued to mortgage, pledge or charge the whole or any
Part of the property, assets of the Company, present or future, including its uncalled capital
by special assignment or otherwise or to transfer or convey the same absolutely or in trust
and to give the lenders power of sale and other powers as may seem expedient, and to purchase,
redeem, or pay off any such securities, and also by a similar mortgage, charge, lien to secure
and guarantee the performance by the Company or any other person or Company of any
obligation undertaken by the Company or any other person or company as the case may be.
The Company shall not carry on banking business as defined under the Banking Regulation
Act, 1949, subject to provisions of Section 58A of the Companies Act, 1956 and directives of
Reserve Bank of India.
29. To invest moneys of the Company in and subscribe for, take, acquire and hold shares, stocks,
debentures or securities of any other company or corporation whatsoever and wheresoever,
and to invest moneys of the Company in any other securities and in any other manner, including
the purchase of any book or other debts.

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30. To pay, or satisfy the consideration for any property, rights, shares, securities or assets
whatsoever which the Company is authorized to purchase or otherwise acquire, either by
payment in cash, or by the issue of shares, or other securities of the Company or in such other
manner as the Company may agree or partly in one and partly in another or others.
31. To apply for, promote and obtain any Act of Parliament or Legislature, charter, privilege,
concession, license or authorization of any Government, State or Municipality, provisional
order or license of the Board of Trade or other authority for enabling the Company or for
effecting any modification of the constitution of the Company or for any other purpose which
may seem expedient, and to oppose any proceedings or applications which may seem calculated
directly or indirectly, to prejudice the interest of the Company.
32. To enter into any arrangement with any Government or authorities, municipal, local or
otherwise, or any person, firm or company that may seem conducive to the objects of the
Company, or any of them, and to obtain from any such Government, authority, person, firm
or company any rights, privileges, charters, contracts, licenses, and concessions which the
Company may think it desirable to obtain and to carry out exercise and comply therewith.
33. To create any depreciation fund, reserve fund, sinking fund, insurance fund, or any special or
other fund whether for depreciation, or for repairing, improving, extending or maintaining
any of the properties of the Company or for redemption of debentures or redeemable preference
shares or for any other purposes whatsoever, conducive to the interest of the Company.
34. To place, to reserve, or to distribute as bonus shares among the members or otherwise to apply
any moneys received by way of premium on shares or debenture issued at a premium by the
Company or any moneys received in respect of or arising from the sale of forfeited shares.
35. To distribute any of the properties of the Company amongst members in specie or kind.
36. To act as agents or brokers and as trustees for any person or company and to undertake and
perform sub-contracts.
37. To undertake, carry out, promote and sponsor rural development including any programme
for promoting the social and economic welfare, or the uplift of the public in any rural area
and to incur any expenditure on any programme of rural development and to assist execution
and promotion thereof either directly or through an independent agency or in any other manner.
Without prejudice to the generality of the foregoing, “Programme of rural development”
shall also include such areas as may be regarded as rural areas under Section 35CC of the
Income Tax Act, 1961, or any other law relating to rural development for the time being in
force and in order to implement any of the above mentioned objects or purposes transfer
without consideration or at such fair or confessional value and subject to the provisions of
Companies Act divest the ownership or any property of the Company to or in favour of any
Public or Local Body or Authority or Central or State Government or any Public Institutions
or Trusts or Funds.
38. To undertake, carry out, promote and sponsor or assist any activity for the promotion and
growth of national economy and for discharging social and moral responsibilities of the
Company to the public or any section of the public as also any activity likely to promote
national welfare or social, economic or moral uplift of public or any section of the public and
in such manner and by such means and without prejudice to the generality of foregoing,
undertake, carry out, promote and sponsor any activity for publication of any books, literature,
newspapers, etc., or for organising lectures or seminars likely to advance these objects or for
giving merit awards for giving scholarships, loans or any other assistance to persons to enable
them to prosecute their studies or academic pursuits or researches and for establishing,
conducting or assisting any institutional fund, trust, etc., having any one of the aforesaid
objects as one of its objects, by giving donations or otherwise in any other manner and in
order to implement any of the above mentioned objects or purposes transfer without
consideration or at such fair or concessional value and subject to the provisions of Companies
Act divest the ownership of any property of the Company to or in favour of any Public or
Local Body or Authority or Central or State Government or any Public Institutions or Trusts
or Funds.

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 39. To purchase, take on lease or exchange, hire or otherwise acquire and maintain suitable
buildings, ownership flats, apartments, furniture and other fittings for the purpose of achieving
any of the objects for which the Company is established and to construct, alter or keep in
repair any buildings, flats or premises required or used by for the Company.
40. To do all or any of the above things and all such other things as are incidental or may be
thought conducive to the attainment of the above objects and as principals, agents, contractors,
trustees or otherwise and by or through trustees, agents or otherwise and either alone or in
conjunction with others.
41. To apply for and become member of any company, association, body corporate or society
having any objects similar to or identical with those of the Company or likely to directly or
indirectly promote the interest of the Company.
42. To establish competitions in respect of contributions or information suitable for insertion in
any publications of the Company, or otherwise for any of the purposes of the Company, and
to offer and grant prizes, rewards and premium of such character and on such terms as may
seem expedient.
43. To take part in the formation, management, supervision or control of the business having
similar business or operation of Company or organisation having similar business and for
that purpose to act as administrators, advisors, consultants or in any other capacity.
44. To negotiate, enter into agreements and contracts with companies, firms and individuals for
technical assistance, know-how, secret formula, design and technical and financial assistance
in the manufacturing, marketing, importing and exporting of any product of the Company.
45. To engage in and carry on, provide and act as consultants covering all branches and disciplines
of management such as organizational studies, systems analysis, production, materials,
marketing, personnel, finance, industrial engineering, corporate legal affairs, taxation,
administration, secretarial, accounting, information systems and other allied areas, to conduct
market research, operations research, studies in organisation behavior, to advice, assist and
suggest ways and means of industrial promotion and for this purpose to undertake the
preparation of project reports, detailed financial and project engineering studies, schemes for
mergers, amalgamation and reconstruction, execution of turnkey projects and for planning
and promoting new industries.
46. To purchase, acquire and undertake all or any part of the businesses, properties, goodwill,
assets and liabilities of any person, firm or company carrying on or proposing to carry on any
business which the Company is authorised to carry on or possessed of property suitable for
the purposes of the Company, or which can be carried in conjunction therewith.
47. To insure the whole or any part of the property of the Company either fully or partially, to
protect and indemnify the Company from liability or loss in any respect either fully or partially
and also to insure and to protect and indemnify any part or portion thereof either on mutual
principle or otherwise.
48. To refer to or agree to refer any claims, demands, dispute or any other question by or against
the Company or in which the Company is interested or concerned and whether between the
Company and the member or members of the Company and/or his representatives, or between
the Company and third parties to arbitration and to observe and perform and do all acts,
matters and things to carry out or enforce the awards.
49. To do the above things either as principals, agents, trustees, contractors or otherwise and
either alone or in conjunction with others and either by or through agents, sub-contractors,
trustees and otherwise.
C. OTHER OBJECTS:
50. To carry on the business as designers, manufacturers, exporters of and dealers in, granite,
gravel, marble, artificial stone, asbestos cement sheets, hume pipes, alabaster steel, iron,
metal, wood timber, stone, bricks, clay, china, tiles, porcelain, terra cotta, earthenware, pipes,

5
 mosaics, slates, basins, chimney pieces, baths, sanitary ware, household fittings, damp course
materials, builders' and decorators' plant, material and requisites and fittings, conveniences of all
kinds and all kinds of spare parts, accessories and equipments and all materials and substances used
for buildings repairing and maintenance of the same of every description.

51. To carry on business as designers, manufacturers, erectors, repairers, buyers, sellers, exporters of,
and dealers in all machinery used for the manufacture of cement, lime, plaster, whiting, clay, gravel,
sand, minerals, artificial stone and builders requisites made out of cement and conveniences of all
kinds and all kinds of spare parts, accessories and equipments and all materials and substances used
for building, repairing and maintenance of the same.

52. To carry on business as manufacturers, producers, importers and exporters of, dealers as general
merchants and commission agents and brokers in and to buy, sell, make advances upon or otherwise
traffic in any and every kind of goods manufactured or otherwise, chemicals, metals, materials,
substances, ores, minerals, agricultural and natural products, goods, articles and merchandise of all
kinds.

53. To import, export, manufacture, assemble, produce, exhibit, use, manipulate, work, distribute, buy,
sell or otherwise deal in all kinds of tools, jigs, dies, moulds, fixtures, technical or electrical or
electronic instruments and devices, agricultural implements, automotive parts, gauges, appliances,
apparatus and all other things capable of being used therein or in the maintenance and working
thereof respectively of any of the articles referred to above.

54. To carry on all or any of the business of engineers, metal founders, metal welders, smiths, machinists,
metal boilers, tool makers, wire drawers, sheet manufacturers, tube, pipe and tank manufacturers,
moulders, metallurgists, metal workers, fitters, millwrights, galvanisers, electroplaters and
enamellers.

55. To carry out researches, investigations and experimental work of every description in relation to the
application and use of electricity.

56. To carryout research in, design, develop, engineer, alter, exchange or process in any manner,
manufacture, deal either as principal or agents, import and export know-how, machinery and
equipment including sub-assemblies and other parts and components thereof relating to data
processing and any other equipment which are required and are commonly supplied, in case of such
business which may seem capable of being profitably dealt with by the Company, including stationery,
accessories, ancillaries and items including but not limited to, control panels, paper cards, discs,
tapes, ribbons, relating to data processing or otherwise.

57. To render organisation development services, staff recruitment, development and training services
and assistance in equipment handling and establishing of systems and procedures including
preparation/procurement of manuals of all kinds, literature, business forms and instructions sets,
consultancy and operational services, relating to management, economic, commercial, financing
and technical in all fields of endeavors whether business, governmental, social, educational or any
other spheres and to render marketing, market research and development services.

58. To plan, design, develop, programme and implement systems for use of all kinds of data processing
equipment systems for the collection, arrangements and analysis of information and the application
of data processing techniques and equipment.

59. To act as consultants and advisors on information system and surveyors of services based on the use
of computers and business machines of all kinds including all types of information and word
processing equipment such as copying machines, electronic, telephone or other communication
systems related to data and information processing and to furnish to the users the systems, know-
how, programme and other software relating to use of such machines and allied peripherals.

IV. The liability of the members is limited.

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V. The authorized share capital of the Company is Rs. 1800,00,00,000/- (Rupees One Thousand Eight
Hundred Crores only) divided into 78,00,00,000 equity shares of Rs. 10/- (Rupees Ten only) each
aggregating to Rs. 780,00,00,000/- (Rupees Seven Hundred and Eighty Crores only) and 1,02,000
cumulative redeemable preference shares of Rs. 1,00,000/- each aggregating to Rs. 1020,00,00,000/-
(Rupees One Thousand Twenty Crores only), with the rights, privileges and conditions attached
thereto with the power to vary, modify or abrogate such rights, privileges and conditions as may be
provided by the Articles of Association of the Company for the time being. The Board of Directors
shall have the power to classify as and when required the shares as equity or preference shares and
attach thereto respectively such preferential, deferred, qualified or special rights, privileges and
conditions and also the power to increase or reduce the capital of the Company as may be determined
in accordance with the Articles of Association of the Company.

Note: i) Clause V was amended by an Ordinary Resolution passed at an Extraordinary General Meeting
st
held on 21 December, 2000.

ii) Clause I was amended by a Special Resolution passed at an Extraordinary General Meeting
st
held on 31 October, 2003.

iii) Clause V was amended by an Ordinary Resolution passed at an Extraordinary General Meeting
th
held on 30 April, 2004.

iv) Clause I was amended by a Special Resolution passed at an Annual General Meeting held on
th
11 October, 2004.

v) Clause V was amended in terms of the Scheme of Amalgamation of Samrudhi Cement

st
Limited with UltraTech Cement Limited effective from 1 August, 2010.

vi) Clause V was amended in terms of the Scheme of Arrangement between Jaiprakash Associates
Limited and Jaypee Cement Corporation Limited and UltraTech Cement Limited and their
th
respective shareholders and creditors effective from 29 June, 2017.

vii) Clause V was amended in terms of the Scheme of Demerger amongst Century Textiles and
Industries Limited and UltraTech Cement Limited and their respective shareholders and
st
creditors effective from 1 October, 2019.

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We the several persons, whose names and addresses are subscribed below, are desirous of being formed
into a Company in pursuance of this Memorandum of Association and respectively agree to take the
number of shares in the Capital of the Company set opposite our respective names:

Sl. Name of Addresses, and No. of shares Name, addresses

No. Subscribers occupation of each taken by each description &
subscriber subscriber equity occupation of
witnesses

1. Anil Kumar High Trees, 54, 1

Manibhai Naik Pili Hill, Bandra, (ONE)
Son of Mr. Manibhai Mumbai - 400 050
Nicchabhai Naik Company Executive

2. Anumolu M29, Anna Nagar (East) 1

Ramakmrishna Chennai-600 102 (ONE)
Son of Mr. Anumolu Company Executive
Venkatappiah

3. Mohan Karnani Silver Sands, 1 Mr.Vinay Sadanand

Son of Mr. Nathumal 73, Carter Road, Bandra (ONE) Gaokar
Karnani Mumbai 400050. Son of Sadanand
Company Executive Vaikunth Gaokar

4. Jagdish Pandurang 76, Ramakrishna Gardens 1 E/5, Saraswat Colony

Nayak RMVE Stage II, (ONE) Sitaladevi Temple
Son of Mr. Mulky New Bel Road, Road, Mahim
Pandurang Nayak Bangalore – 561 004 Mumbai 400 016
Company Executive

5. Yeshwant Moreshwar 4A, Suvas Apartments 1 Service

Doesthalee Off. L. Jagmohandas Marg (ONE)
Son of Mr. Moreshwar Mumbai 400006
Trimbak Deosthalee Company Executive

6. Kirshanamurthy Varsha, Flat No.401 1

Venkataramanan Janki Kutir, Juhu, (ONE)
Son of Mr. Kodumudi Mumbai - 400 049
Venkatramanan Company Executive

7. Srinivasa Venkata Flat No.7, Dwarka, 1

Subramanian Chheda Nagar, (ONE)
Son of Mr. Srinivasan Chembur,
Mumbai 400 089
Company Executive

TOTAL (7 Seven)

Dated at Mumbai, this 22nd day of August, 2000

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 THE COMPANIES ACT, 2013
A COMPANY LIMITED BY SHARES
(Incorporated under the Companies Act, 1956)
ARTICLES OF ASSOCIATION
OF

UltraTech Cement Limited

The following regulations comprised in these Articles of Association were adopted pursuant to the
resolution passed by the Members of the Company through postal ballot, the results of which were
announced on 8th September, 2014 in substitution for, and to the entire exclusion of the earlier regulations
comprised in the extant Articles of Association of the Company.

Table “F” to The regulations contained in Table ‘F’ in Schedule I to the Companies Act, 2013
apply save as (Table ‘F’), as are applicable to a public company limited by shares, shall apply to
varied the Company so far as they are not inconsistent with any of the provisions contained in
these regulations or modifications thereof. In case of any conflict between the provisions
of these Articles and Table ‘F’, the provisions of these Articles shall prevail.
Regulations The following regulations viz. 20(a), 27, 48 and 76 of Table “F” in Schedule I
not applicable shall not apply to the Company.

Interpretation
1. In these regulations—
a. “Act” means the Companies Act, 2013 and Rules made thereunder or any
statutory modification(s) or re-enactment thereof for the time being in force
and the term shall be deemed to refer to the applicable Section thereof
which is relatable to the relevant Article in which the said term appears in
these Articles and any previous company law, so far as may be applicable.
b. “Articles” means these Articles of Association of the Company or as altered
from time to time.
c. “Beneficial Owner” shall have the meaning assigned thereto in Section 2
of the Depositories Act,1996;
d. “Board of Directors” or “Board”, means the collective body of the Directors
of the Company.
e. “Debentureholder(s)” or “Securityholder(s)” means a duly registered holder
from time to time of the debenture(s) or securities of the Company;
f. “Depositories Act” means the Depositories Act,1996 and shall include any
statutory modification(s) or re-enactment thereof for the time being in force;
g. “Depository” shall mean a Depository as defined in Section 2 of the
Depositories Act,1996;
h. “Director” means a Director appointed to the Board of the Company;
i. “Dividend” includes any interim Dividend;
j. “Financial Year” means the period commencing on April 1 of a year and
ending on March 31 of the next calendar year.

9
 k. “Independent Director” shall mean a Director who fulfils the requirements
of the Act and who is appointed as an Independent Director in accordance
with the provisions of the Act;
l. “In writing” or “written” means and includes words printed, lithographed,
represented or reproduced in any mode in a visible form;
m. “Month” means calendar month;
n. “Person” includes a Partnership Firm, an Limited Liability Partnership, an
Association of Person, a Corporation or an Individual as the context may
require.
o. “Register of Members” means the Register of Members to be kept pursuant
to the provisions of the Act;
p. “Seal” means the Common Seal of the Company;
q. “Shareholder(s)” or “Member(s)” means the duly registered holder(s) from
time to time of the share(s) of the Company and includes the subscriber(s)
to the Memorandum of Association the Company and also every person
holding equity share(s) and/or preference share(s) of the Company as also
one whose name is entered as the Beneficial Owner in the records of the
Depository;
r. “The Company” means UltraTech Cement Limited;
s. “The Office” means the Registered Office for the time being of the Company;
t. “The Rules” means the applicable rules for the time being in force prescribed
under the Act as modified from time to time;
Words importing the singular number include the plural number and vice versa;
Words importing the masculine gender include the feminine gender;
Words importing persons include corporations.
Unless the context otherwise requires, words or expressions contained in these Articles
shall bear the same meaning as in the Act or any statutory modification thereof in force
at the date at which these Articles become binding on the Company.

SHARE CAPITAL AND VARIATION OF RIGHTS

Capital 2. The authorized share capital of the Company shall be such amount as is given in
Clause V of the Memorandum of Association.
Shares under 3. Subject to the provisions of the Act and these Articles, the shares in the capital of
control of the Company shall be under the control of the Directors who may issue, allot or
Board otherwise dispose off the same or any of them to such Persons, in such proportion
and on such terms and conditions and either at a premium or at par and at such
time as they may from time to time think fit.
Directors may 4. Subject to the provisions of the Act and these Articles, the Board may issue and
allot shares allot shares in the capital of the Company on payment or part payment for any
otherwise than property or assets of any kind whatsoever sold or transferred, goods or machinery
for cash
supplied or for services rendered to the Company in the conduct of its business
and any shares which may be so allotted may be issued as fully paid-up or
partly paid-up otherwise than for cash, and if so issued, shall be deemed to be

10
 fully paid-up or partly paid-up shares, as the case may be, if the price of such
shares is determined by the valuation report of a registered valuer and such
issuance and allotment is approved by a special resolution of the Shareholders of
the Company.
Kind of 5. The Company may issue the following kinds of shares in accordance with these
share capital Articles, the Act, the Rules and other applicable laws:
i. Equity share capital:
a. with voting rights; and / or
b with differential rights as to dividend, voting or otherwise in
accordance with the Rules; and
ii. Preference share capital.
Issue of 6. i. Every person whose name is entered as a Member in the Register of Members
certificate shall be entitled to receive within two months after allotment or within one
month after the application for the registration of transfer or transmission
or within such other period as the conditions of issue shall be provided:
a. one certificate for all his shares without payment of any charges; or
b. several certificates, each for one or more of his shares, upon payment
of such fees as prescribed under the Act or Rules made thereunder.
ii. Every certificate shall be under the seal and shall specify the shares to
which it relates and the amount paid-up thereon.
iii. In respect of any share or shares held jointly by several persons, the Company
shall not be bound to issue more than one certificate, and delivery of a
certificate for a share to one of several joint holders shall be sufficient
delivery to all such holders.
Issue of new 7. i. If any share certificate be worn out, defaced, mutilated or torn or if there be
share certificate no further space on the back for endorsement of transfer, then upon
in place of one production and surrender thereof to the Company, a new certificate may be
defaced, lost or issued in lieu thereof, and if any certificate is lost or destroyed then upon
destroyed etc. proof thereof to the satisfaction of the Company and on execution of such
indemnity as the Company deem adequate, a new certificate in lieu thereof
shall be given. Every certificate under this Article shall be issued on payment
of such fees as prescribed under the Act or Rules made thereunder.
ii. The provisions of the foregoing Articles relating to issue of certificates
shall mutatis mutandis apply to issue of certificates for any other securities
including debentures (except where the Act otherwise requires) of the
Company.
Provided that, notwithstanding what is stated hereinabove, the Board shall
comply with such rules or regulations or requirements of any stock exchange
or the Rules made under the Act or the Rules made under the Securities
Contracts (Regulation) Act, 1956 or any other Act or Rules applicable in
this behalf.
iii. Except as required by law, no person shall be recognised by the Company
as holding any share upon any trust, and the Company shall not be bound
by, or be compelled in any way to recognise (even when having notice
thereof) any equitable, contingent, future or partial interest in any share,
or any interest in any fractional part of a share, or (except only as by
these regulations or by law otherwise provided) any other rights in
respect of any share except an absolute right to the entirety thereof in
the registered holder.

11
Power to 8. i. The Company may exercise the power of paying commissions conferred
pay commission by the Act, to any person in connection of the securities, provided that the
in connection rate per cent or the amount of the commission paid or agreed to be paid
with securities shall be disclosed in the manner required by the Act and Rules made there
issued under.
ii. The rate or amount of the commission shall not exceed the rate or amount
prescribed in the Act and Rules made there under.
iii. The commission may be satisfied by the payment of cash or the allotment
of fully or partly paid shares or partly in the one way and partly in the other.

Variation of 9. i. If at any time the share capital is divided into different classes of shares,
the Members’ the rights attached to any class (unless otherwise provided by the terms
right of issue of the shares of that class) may, subject to the provisions of the
Act, and whether or not the Company is being wound up, be varied with
the consent in writing of the holders of three-fourths of the issued shares
of that class, or with the sanction of a special resolution passed at a
separate meeting of the holders of the shares of that class, as prescribed
under the Act.

ii. To every such separate meeting, the provisions of these regulations relating
to general meetings shall mutatis mutandis apply, but so that the necessary
quorum shall be at least two persons holding at least one-third of the issued
shares of the class in question.

Issue of further 10. The rights conferred upon the holders of the shares of any class issued with
shares not to preferred or other rights shall not, unless otherwise expressly provided by the
affect rights of terms of issue of the shares of that class, be deemed to be varied by the creation
existing Members or issue of further shares ranking pari passu therewith.
Power to issue 11. Subject to the provisions of the Act and rules made thereunder any preference
redeemable shares may, be issued on the terms that they are to be redeemed on such terms
preference and in such manner as the Board determine.
shares

Further issue 12. i. The Company may, in accordance with the Act and the Rules, issue further
of share capital shares. Such shares shall be offered to :
a. persons who, at the date of offer, are holders of equity shares of the
Company; such offer shall be deemed to include a right exercisable
by the Person concerned to renounce the shares offered to him or any
of them in favour of any other Person; or
b. employees under any scheme of employees’ stock option, subject to
approval by the Shareholders of the Company by way of a special
resolution; or
c. any Persons, whether or not those Persons include the Persons referred
to in clause (a) or clause (b) above, subject to approval by the
Shareholders of the Company by way of a special resolution.
ii. A further issue of shares may be made in any manner whatsoever as the
Board may determine including by way of preferential offer or private
placement, subject to and in accordance with the Act and the Rules.

Sweat 13. Subject to the provisions of the Act and other applicable provisions of law, the
equity shares Company may with the approval of the Shareholders by a special resolution in
general meeting issue sweat equity shares in accordance with such rules and
guidelines issued by the Securities and Exchange Board of India and/or other
competent authorities for the time being and further subject to such conditions as
may be prescribed in that behalf.

12
Terms of issue 14. Any debentures, debenture-stock or other securities may be issued subject to the
of debentures provisions of the Act and these Articles, at a discount, premium or otherwise and
may be issued on the condition that they shall be convertible into shares of any
denomination and with any special privileges and conditions as to redemption,
surrender, drawing, allotment of shares, attending (but not voting) at the general
meeting, appointment of directors and otherwise. Debentures with the right to
conversion into or allotment of shares shall be issued only with the consent of the
Company in the general meeting by way of a special resolution.

LIEN
Company’s 15. i. The Company shall have a first and paramount lien—
lien on shares
a. on every share (not being a fully paid share), for all monies (whether
presently payable or not) called, or payable at a fixed time, in respect
of that share; and
b. on all shares (not being fully paid shares) standing registered in the
name of a single person, for all monies presently payable by him or
his estate to the Company:
Provided that the Board may at any time declare any share to be
wholly or in part exempt from the provisions of this clause.
ii. The Company’s lien, if any, on a share shall extend to all dividends or
interest, as the case may be, payable and bonuses declared from time to
time in respect of such shares.
iii. Unless otherwise agreed by the Board, the registration of transfer of shares
shall operate as a waiver of the Company’s lien, if any, on such shares.
As to enforcing 16. The Company may sell, in such manner as the Board thinks fit, any shares on
lien by sale which the Company has a lien:
Provided that no sale shall be made:
a. unless a sum in respect of which the lien exists is presently payable; or
b. until the expiration of fourteen days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder for
the time being of the share or the Person entitled thereto by reason of his
death or insolvency or otherwise.
Validity of sale 17. i. To give effect to any such sale, the Board may authorise some Person to
transfer the shares sold to the purchaser thereof.
ii. The purchaser shall be registered as the holder of the shares comprised in
any such transfer.
iii. The purchaser shall not be bound to see to the application of the purchase
money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
Validity of 18. The receipt of the Company for the consideration (if any) given for the share on
Company’s the sale thereof shall (subject, if necessary, to execution of an instrument of transfer
receipt or a transfer by relevant system, as the case may be) constitute a good title to the
share and the purchaser shall be registered as the holder of the share.
Application of 19. i. The proceeds of the sale shall be received by the Company and applied in
proceeds of sale payment of such part of the amount in respect of which the lien exists as is
presently payable.
ii. The residue, if any, shall, subject to a like lien for sums not presently payable
as existed upon the shares before the sale, be paid to the Person entitled to
the shares at the date of the sale.

13
Outsider’s lien 20. In exercising its lien, the Company shall be entitled to treat the registered holder
not to effect of any share as the absolute owner thereof and accordingly shall not (except as
Company’s lien ordered by a court of competent jurisdiction or unless required by any statute) be
bound to recognise any equitable or other claim to, or interest in, such share on
the part of any other person, whether a creditor of the registered holder or
otherwise. The Company’s lien shall prevail notwithstanding that it has received
notice of any such claim.

Provisions as to 21. The provisions of these Articles relating to lien shall mutatis mutandis apply to
lien to apply any other securities including debentures of the Company.
mutatis mutandis
to debentures, etc.

CERTIFICATES

Right of 22. Notwithstanding anything contained in these Articles, the Directors of the Company
Directors to may in their absolute discretion refuse sub-division of share certificates or
refuse debenture certificates into denominations of less than the marketable lots except
sub-division where such sub-division is required to be made to comply with a statutory provision
or an order of a competent court of law.

Issue of 23. Notwithstanding anything contained herein, certificate, if required, for a

certificates, if dematerialised share, debenture and other security shall be issued in the name of
required, in the the Depository, however, the Person who is the Beneficial Owner of such shares,
case of debentures and other securities shall be entitled to all the rights as set out in these
dematerialised Articles.
shares/debentures/
other securities.

DEMATERIALISATION OF SECURITIES
Company 24. Notwithstanding anything contained in these Articles, the Company shall be
entitled to entitled to dematerialise its shares, debentures and other securities and to offer
dematerialise any shares, debentures or other securities proposed to be issued by it for
its shares, subscription in a dematerialised form and on the same being done, the Company
debentures and shall further be entitled to maintain a Register of Members/Debentureholders/
other securities other securityholders with the details of Members/Debentureholders/other
securityholders holding shares, debentures or other securities both in physical
and dematerialised form in any media as permitted by the Act.
Option to hold 25. Every Person subscribing to or holding securities of the Company shall have the
shares in option to receive security certificates or to hold the securities in electronic form
electronic or with a Depository. If a Person opts to hold his security with a Depository, the
physical form Company shall intimate such Depository the details of allotment of the security,
and on receipt of the information, the Depository shall enter in its records the
name of the allottee as the Beneficial Owner of the Security.
Beneficial 26. Save as herein otherwise provided, the Company shall be entitled to treat the
Owner deemed Person whose name appears as the Beneficial Owner of the shares, debentures and
as absolute other securities in the records of the Depository as the absolute owner thereof as
owner regards receipt of dividends or bonus on shares, interest/premium on debentures
and other securities and repayment thereof or for service of notices and all or any
other matters connected with the Company and accordingly the Company shall
not (except as ordered by the Court of competent jurisdiction or as by law required
and except as aforesaid) be bound to recognise any benami trust or equity or
equitable, contingent or other claim to or interest in such shares, debentures or
other securities as the case may be, on the part of any other Person whether or not
it shall have express or implied notice thereof.

14
Shares, 27. In the case of transfer of shares, debentures or other securities where the Company
debentures and has not issued any certificates and where such shares, debentures or other securities
other securities are being held in an electronic and fungible form, the provisions of the Depositories
held in Act shall apply.
electronic form
Provided that in respect of the shares and securities held by the depository on
behalf of a Beneficial Owner, provisions of the Depositories Act shall apply so
far as applicable.
Information 28. Every Depository shall furnish to the Company, information about the transfer of
about transfer securities in the name of the Beneficial Owner at such intervals and in such manner
of securities as may be specified by the Company and the bye-laws of the Depository in that
behalf.
Provisions to 29. Except as specifically provided in these Articles, the provisions relating to joint
apply to shares in holders of shares, calls, lien on shares, forfeiture of shares and transfer and
electronic form transmission of shares shall be applicable to shares held in electronic form so far
as they apply to shares in physical form subject however to the provisions of the
Depositories Act.
Provided that, nothing contained in these Articles shall apply to the transfer of
shares, debentures or other marketable securities effected by the transferor and
the transferee, both of whom are entered as beneficial owners in the record of the
Depository.
Depository shall 30. (i) Notwithstanding anything to the contrary contained in the Articles, a
be deemed to be Depository shall be deemed to be a registered owner for the purposes of
a registered owner effecting transfer of ownership of Security on behalf of the Beneficial Owner;
(ii) Save as otherwise provided herein above, the Depository as a registered
owner shall not have any voting rights or any other rights in respect of
securities held by it;
Section 45 of 31. Section 45 of the Act shall not apply to the securities held with a Depository.
the Act shall
not apply
The register and 32. The register and index of Beneficial Owners by a Depository under the
index of Depositories Act shall be deemed to be the Register and index of Members and
Beneficial Owners Security holders for the purposes of these Articles.
by a Depository
under the
Depositories Act.

Rematerialise 33. Pursuant to the provisions of the Depositories Act and the Rules made thereunder,
shares held in if any, the Company shall be entitled to rematerialise its shares held in Depositories.
Depositories
CALLS ON SHARES
Board may 34. i. The Board may, from time to time, make calls upon the Members in respect
make calls of any monies unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium) and not by the conditions of
allotment thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the
share or be payable at less than one month from the date fixed for the
payment of the last preceding call.
ii. Each Member shall, subject to receiving at least fourteen days’ notice
specifying the time or times and place of payment, pay to the Company, at
the time or times and place so specified, the amount called on his shares.

15
 iii. The Board may, from time to time, at its discretion, extend the time fixed
for the payment of any call in respect of one or more Members as the Board
may deem appropriate in any circumstances.
iv. A call may be revoked or postponed at the discretion of the Board.
Call to take 35. A call shall be deemed to have been made at the time when the resolution of the
effect from date Board authorising the call was passed and may be required to be paid by
of resolution instalments.
Liability of 36. The joint holders of a share shall be jointly and severally liable to pay all calls in
joint holders respect thereof.
of shares
Board may 37. The Board may, from time to time at its discretion, extend the time fixed for the
extend time for payment of any call, and may extend such time as to all or any of the Members
payment who from residence at a distance or other cause, the Board may deem fairly
entitled to such extension, but no Member shall be entitled to such extension
save as a matter of grace and favour.
When interest 38. i. If a sum called in respect of a share is not paid before or on the day appointed
on call payable for payment thereof, the person from whom the sum is due shall pay interest
thereon from the day appointed for payment thereof to the time of actual
payment at ten per cent per annum or at such lower rate, if any, as the
Board may determine.
ii. The Board shall be at liberty to waive payment of any such interest wholly
or in part.
Sums deemed 39. i. Any sum which by the terms of issue of a share becomes payable on
to be calls allotment or at any fixed date, whether on account of the nominal value of
the share or by way of premium, shall, for the purposes of these regulations,
be deemed to be a call duly made and payable on the date on which by the
terms of issue such sum becomes payable.
ii. In case of non-payment of such sum, all the relevant provisions of these
regulations as to payment of interest and expenses, forfeiture or otherwise
shall apply as if such sum had become payable by virtue of a call duly
made and notified.
Payment in 40. The Board:
anticipation of i. may, if it thinks fit, receive from any Member willing to advance the same,
calls may all or any part of the monies uncalled and unpaid upon any shares held by
carry interest him; and
ii. upon all or any of the monies so advanced, may (until the same would, but
for such advance, become presently payable) pay interest at such rate not
exceeding, unless the Company in general meeting shall otherwise direct,
twelve per cent per annum, as may be agreed upon between the Board and
the Member paying the sum in advance. Nothing contained in this clause
shall confer on the Member (a) any right to participate in profits or dividends
or (b) any voting rights in respect of the moneys so paid by him until the
same would, but for such payment, become presently payable by him.
Instalments on 41. If by the conditions of allotment of any shares, the whole or part of the amount of
shares to be issue price thereof shall be payable by instalments, then every such instalment
duly paid shall, when due, be paid to the Company by the Person who, for the time being
and from time to time, is or shall be the registered holder of the share or the legal
representative of a deceased registered holder.
Calls on shares 42. All calls shall be made on a uniform basis on all shares falling under the same
of same class to class.
be on uniform
basis

16
Partial payment 43. Neither a judgement nor a decree in favour of the Company for calls or other
not to preclude moneys due in respect of any shares nor any part payment or satisfaction thereof
forfeiture nor the receipt by the Company of a portion of any money which shall from time
to time be due from any Member in respect of payment of any such money shall
preclude the forfeiture of such shares as herein provided.
Provisions as to 44. The provisions of these Articles relating to calls shall mutatis mutandis apply to
calls to apply any other securities including debentures of the Company.
mutatis mutandis
to debentures etc.
TRANSFER OF SHARES
Instrument of 45. i. The instrument of transfer of any share in the Company which is in physical
transfer to be form shall be executed by or on behalf of both the transferor and transferee.
executed by
transferor and ii. The transferor shall be deemed to remain a holder of the share until the
transferee name of the transferee is entered in the register of members in respect thereof.
Transfer not 46. The Company shall not register a transfer of shares in, or debentures of the
to be registered Company held in physical form unless a proper instrument of transfer duly stamped
except on and executed by or on behalf of the transferor and by or on behalf of the transferee
production of and specifying the name, address and occupation, if any, of the transferee has
instrument of been delivered to the Company along with the certificates relating to the shares
transfer or debentures, or if no such certificate is in existence, along with the letter of
allotment of the shares or debentures.
Provided that where on an application in writing made to the Company by the
transferee and bearing the stamp required for an instrument of transfer, it is proved
to the satisfaction of the Board that the instrument of transfer signed by or on
behalf of the transferor and by or on behalf of the transferee has been lost or
where the instrument of transfer has not been delivered within the prescribed
period, the Company may register the transfer on such terms as to indemnity as
the Board may think fit.
Provided further that nothing in this Article shall prejudice any power of the
Company to register as Shareholder or Debenture holder any Person to whom the
right to any shares in, or debentures of, the Company has been transmitted by
operation of law.
Board may 47. In case of shares held in physical form, the Board may, subject to the right of
refuse to appeal conferred by the Act decline to register (i) the transfer of share, not being
register transfer a fully paid share, to a person of whom they do not approve, or (ii) any transfer of
shares on which the Company has a lien.
Transfer by 48. A transfer of the shares or other interest in the Company of a deceased Member
legal thereof made by his legal representatives shall, although the legal representative
representative is not himself a Member be as valid as if he had been a Member at the time of the
execution of the instrument of transfer.
Board may 49. In case of shares held in physical form, the Board may decline to recognise any
decline to instrument of transfer unless:
recognize
i. the instrument of transfer is in the form as prescribed in Rules made under
instrument
the Act,
of transfer
ii. the instrument of transfer is accompanied by the certificate of the shares to
which it relates, and such other evidence as the Board may reasonably require
to show the right of the transferor to make the transfer; and
iii. the instrument of transfer is in respect of only one class of shares.

17
Notice of refusal 50. If the Company refuses to register the transfer of any share pursuant to these
to be given to Articles, it shall within thirty days from the date on which the instrument of
transferor and transfer was delivered to the Company send notice of refusal to the transferor
transferee and transferee.
No transfer to 51. No transfer shall be made to a person of unsound mind. However, transfer of
infant, etc. fully paid up shares can be made in the name of a minor if he is represented by his
lawful guardian.
When transfers 52. All instruments of transfer shall be retained by the Company, but any instrument
to be retained of transfer which the Directors may decline to register shall be returned to the
person depositing the same.
Power to close 53. The Company may, after giving previous notice of not less than seven days or
Register of such lesser period as may be specified by Securities and Exchange Board of
Members or India close the Register of Members or the Register of Debenture-holders or
Debenture- Register of Security holders for period not exceeding in the aggregate forty-five
holders days in each year, but not exceeding thirty days at any one time in such manner as
prescribed in the Rules.
Applicability of 54 In the case of transfer of shares, debentures or other marketable securities where
Depositories the Company has not issued any certificate and where shares and securities are
Act being held in an electronic and fungible form, the provisions of the Depositories
Act shall apply. Provided that in respect of the shares, debentures and other
marketable securities held by the Depository on behalf of a Beneficial Owner as
defined in the Depositories Act, Section 89 of the Act shall not apply.
Provisions as to 55. The provisions of these Articles relating to transfer of shares shall mutatis mutandis
transfer of shares apply to any other securities including debentures of the Company.
to apply mutatis
mutandis to
debentures, etc.
TRANSMISSION OF SHARES
Title to shares 56. i. On the death of a Member, the survivor or survivors where the Member was
on death of a joint holder, and his nominee or nominees or legal representatives where
a Member he was a sole holder, shall be the only Persons recognised by the Company
as having any title to his interest in the shares.

ii. Nothing in clause (i) shall release the estate of a deceased joint holder from
any liability in respect of any share which had been jointly held by him
with other Persons.

Transmission 57. i. Any person becoming entitled to a share in consequence of the death or
Clause insolvency of a Member may, upon such evidence being produced as may
from time to time properly be required by the Board and subject as
hereinafter provided, elect, either—
a. to be registered himself as holder of the share; or
b. to make such transfer of the share as the deceased or insolvent Member
could have made.
ii. The Board shall, in either case, have the same right to decline or suspend
registration as it would have had, if the deceased or insolvent Member had
transferred the share before his death or insolvency.

Indemnity to 58. The Company shall be fully indemnified by such Person from all liability, if any,
the Company by actions taken by the Board to give effect to such registration or transfer.

Right to 59. i. If the Person so becoming entitled shall elect to be registered as holder of
election of the share himself, he shall deliver or send to the Company a notice in writing
holder of share signed by him stating that he so elects.

18
 ii. If the Person aforesaid shall elect to transfer the share, he shall testify his
election by executing a transfer of the share.
iii. All the limitations, restrictions and provisions of these regulations relating
to the right to transfer and the registration of transfer of shares shall be to
applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the Member had not occurred and the notice or transfer were
a transfer signed by that Member.
Claimant to be 60. A Person becoming entitled to a share by reason of the death or insolvency of the
entitled to same holder shall be entitled to the same dividends and other advantages to which he
advantage would be entitled if he were the registered holder of the share, except that he
shall not, before being registered as a Member in respect of the share, be entitled
in respect of it to exercise any right conferred by membership in relation to
meetings of the Company.

Provided that the Board may, at any time, give notice requiring any such Person
to elect either to be registered himself or to transfer the share, and if the notice is
not complied with within ninety days, the Board may thereafter withhold payment
of all dividends, bonuses or other monies payable in respect of the share, until the
requirements of the notice have been complied with.
Provisions as 61. The provisions of these Articles relating to transmission by operation of law shall
to transmission mutatis mutandis apply to any other securities including debentures of the
to apply mutatis Company.
mutandis to
debentures, etc.
No fee on 62. No fee shall be charged for registration of transfer, transmission, probate,
transfer or succession certificate and letters of administration, certificate of death or marriage,
transmission power of attorney or similar other document.
Nomination of 63. Notwithstanding anything contained in these Articles, every holder(s) of shares
shares in or holder(s) of debentures of the Company, holding either singly or jointly,
may, at any time, nominate a Person in the prescribed manner to whom the Shares
and/or the interest of the Member in the capital of the Company or debentures of
the Company shall vest in the event of his/her death. Such Member may revoke
or vary his/her nomination, at any time, by notifying the same to the Company to
that effect. Such nomination shall be governed by the provisions of the Act or
such other Regulations governing the matter from time to time.

FORFEITURE OF SHARES
If call or 64. If a Member fails to pay any call, or instalment of a call, on the day appointed for
instalment not payment thereof, the Board may, at any time thereafter during such time as any
paid notice part of the call or instalment remains unpaid, serve a notice on him requiring
must be given payment of so much of the call or instalment as is unpaid, together with any
interest which may have accrued.
Form of notice 65. The notice aforesaid shall:
i. name a further day (not being earlier than the expiry of fourteen days from
the date of service of the notice) on or before which the payment required
by the notice is to be made; and
ii. state that, in the event of non-payment on or before the day so named, the
shares in respect of which the call was made shall be liable to be forfeited.
In default of 66. If the requirements of any such notice as aforesaid are not complied with, any
payment of share in respect of which the notice has been given may, at any time thereafter,
shares to be before the payment required by the notice has been made, be forfeited by a
forfeited resolution of the Board to that effect.

19
Entry of 67. When any share shall have been so forfeited, notice of the forfeiture shall be
forfeiture in given to the defaulting Member and an entry of the forfeiture with the date thereof,
Register of shall forthwith be made in the Register of Members but no forfeiture shall be
Members invalidated by any omission or neglect or any failure to give such notice or make
such entry as aforesaid.
Effect of 68. The forfeiture of a share shall involve extinction at the time of forfeiture, of all
forfeiture interest in and all claims and demands against the Company, in respect of the
share and all other rights incidental to the share.
Forfeited shares 69. i. A forfeited share may be sold or otherwise disposed of on such terms and
may be sold, etc. in such manner as the Board thinks fit.
ii. At any time before a sale or disposal as aforesaid, the Board may cancel the
forfeiture on such terms as it thinks fit.
Member still 70. i. A Person whose shares have been forfeited shall cease to be a Member in
liable to pay respect of the forfeited shares, but shall, notwithstanding the forfeiture,
money owing at remain liable to pay to the Company all monies which, at the date of
time of forfeiture, were presently payable by him to the Company in respect of the
forfeiture shares.
ii. All such monies payable shall be paid together with interest thereon at
such rate as the Board may determine, from the time of forfeiture until
payment or realisation. The Board may, if it thinks fit, but without being at
under any obligation to do so, enforce the payment of the whole or any and
portion of the monies due, without any allowance for the value of the shares
at the time of forfeiture or waive payment in whole or in part.
iii. The liability of such Person shall cease if and when the Company shall
have received payment in full of all such monies in respect of the shares.
Certificate of 71. i. A duly verified declaration in writing that the declarant is a director, the
forfeiture manager or the secretary, of the Company, and that a share in the Company
has been duly forfeited on a date stated in the declaration, shall be conclusive
evidence of the facts therein stated as against all Persons claiming to be
entitled to the share;
ii. The Company may receive the consideration, if any, given for the share on
any sale or disposal thereof and may execute a transfer of the share in of
favour of the Person to whom the share is sold or disposed of;
iii. The transferee shall thereupon be registered as the holder of the share; and

iv. The transferee shall not be bound to see to the application of the purchase
money, if any, nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale or disposal
of the share.
Validity of 72. Upon any sale after forfeiture or for enforcing a lien in exercise of the powers
sales hereinabove given, the Board may, if necessary, appoint some Person to execute
an instrument for transfer of the shares sold and cause the purchaser’s name to be
entered in the Register of Members in respect of the shares sold and after his
name has been entered in the Register of Members in respect of such shares the
validity of the sale shall not be impeached by any Person.
Cancellation of 73. Upon any sale, re-allotment or other disposal under the provisions of the preceding
share certificate Articles, the certificate(s), if any, originally issued in respect of the relative shares
in respect of shall (unless the same shall on demand by the Company has been previously
forfeited shares surrendered to it by the defaulting Member) stand cancelled and become null and
void and be of no effect, and the Board shall be entitled to issue a duplicate
certificate(s) in respect of the said shares to the Person(s) entitled thereto.

20
Surrender of 74. The Board may, subject to the provisions of the Act, accept a surrender of the
share share certificate for any forfeited share from or by any Member desirous of
certificates surrendering them on such terms as they think fit.
Sums deemed 75. The provisions of these regulations as to forfeiture shall apply in the case of
to be calls nonpayment of any sum which, by the terms of issue of a share, becomes payable
at a fixed time, whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duly made and
notified.
Provisions as 76. The provisions of these Articles relating to forfeiture of shares shall mutatis
to forfeiture of mutandis apply to any other securities including debentures of the Company.
shares to apply
mutatis mutandis
to debentures, etc.
ALTERATION OF CAPITAL
Power to 77. The Company may, from time to time, by ordinary resolution increase the share
increase capital capital by such sum, to be divided into shares of such amount, as may be specified
in the resolution.
Power to alter 78. Subject to the provisions of the Act, the Company may, by ordinary resolution:
share capital
i. consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares;
ii. convert all or any of its fully paid-up shares into stock, and reconvert that
stock into fully paid-up shares of any denomination;
iii. sub-divide its existing shares or any of them into shares of smaller amount
than is fixed by the Memorandum;
iv. cancel any shares which, at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person.
Shares may be 79. Where shares are converted into stock—
converted into
stock i. the holders of stock may transfer the same or any part thereof in the same
manner as, and subject to the same regulations under which, the shares
from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit.
Provided that the Board may, from time to time, fix the minimum amount
of stock transferable, so, however, that such minimum shall not exceed the
nominal amount of the shares from which the stock arose.
ii. the holders of stock shall, according to the amount of stock held by them,
have the same rights, privileges and advantages as regards dividends, voting
at meetings of the Company, and other matters, as if they held the shares
from which the stock arose; but no such privilege or advantage (except
participation in the dividends and profits of the Company and in the assets
on winding up) shall be conferred by an amount of stock which would not,
if existing in shares, have conferred that privilege or advantage.
iii. such of the regulations of the Company as are applicable to paid-up shares
shall apply to stock and the words “share” and “shareholder” in those
regulations shall include “stock” and “stock-holder” respectively.
Reduction of 80. The Company may, by special resolution, reduce in any manner and with, and
capital subject to, any incident authorised and consent required by law:
i. its share capital;
ii. any capital redemption reserve account; or
iii. any share premium account.

21
 JOINT HOLDERS
Joint holders 81. Where two or more persons are registered as joint holders (not more than three)
of any share, they shall be deemed (so far as the Company is concerned) to hold
the same as joint tenants with benefits of survivorship, subject to the following
and other provisions contained in these Articles:
i. The joint holders of any share shall be liable severally as well as jointly for
and in respect of all calls or instalments and other payments which ought to
be made in respect of such share.
ii. On the death of any one or more of such joint holders, the survivor or
survivors shall be the only person or persons recognized by the Company
as having any title to the share but the Directors may require such evidence
of death as they may deem fit, and nothing herein contained shall be taken
to release the estate of a deceased joint holder from any liability on shares
held by him jointly with any other person.
iii. Any one of such joint holders may give effectual receipts of any dividends,
interests or other moneys payable in respect of such share.
iv. Only the Person whose name stands first in the Register of Members as one
of the joint holders of any share shall be entitled to the delivery of certificate,
if any, relating to such share or to receive notice (which term shall be deemed
to include all relevant documents) and any notice served on or sent to such
Person shall be deemed service on all the joint holders.
v. a. Any one of two or more joint holders may vote at any meeting
either personally or by attorney or by proxy in respect of such
shares as if he were solely entitled thereto and if more than one of
such joint holders be present at any meeting personally or by proxy
or by attorney then that one of such Persons so present whose
name stands first or higher (as the case may be) in the register in
respect of such shares shall alone be entitled to vote in respect
thereof but the other or others of the joint holders shall be entitled
to vote in preference to a joint holder present by attorney or by
proxy although the name of such joint holder present by any
attorney or proxy stands first or higher (as the case may be) in the
register in respect of such shares.
b. Several executors or administrators of a deceased Member in whose
(deceased Member) sole name any share stands, shall for the purpose
of this clause be deemed joint holders.
vi. The provisions of these Articles relating to joint holders of shares shall
mutatis mutandis apply to any other securities including debentures of the
Company registered in joint names.

CAPITALISATION OF PROFITS
Capitalisation 82. i. The Company in general meeting may, upon the recommendation of the
Board, resolve—
a. that it is desirable to capitalise any part of the amount for the time
being standing to the credit of any of the Company’s reserve accounts,
or to the credit of the profit and loss account, or otherwise available
for distribution; and
b. that such sum be accordingly set free for distribution in the manner specified
in clause (ii) amongst the Members who would have been entitled thereto,
if distributed by way of dividend and in the same proportions.

22
 ii. The sum aforesaid shall not be paid in cash but shall be applied, subject to
the provision contained in these Articles, either in or towards—
a. paying up any amounts for the time being unpaid on any shares held
by such Members respectively;
b. paying up in full, unissued shares of the Company to be allotted and
distributed, credited as fully paid-up, to and amongst such Members
in the proportions aforesaid;
c. partly in the way specified in sub-clause (a) and partly in that specified
in sub-clause (b);
d. A securities premium account and a capital redemption reserve account
may, for the purposes of this regulation, be applied in the paying up
of unissued shares to be issued to Members of the Company as fully
paid bonus shares;
e. The Board shall give effect to the resolution passed by the Company
in pursuance of this regulation.
Powers of the 83. i. Whenever such a resolution as aforesaid shall have been passed, the Board shall:
Board for a. make all appropriations and applications of the undivided profits
capitalisation resolved to be capitalised thereby, and all allotments and issues of
fully paid shares if any; and
b. generally do all acts and things required to give effect thereto.
ii. The Board shall have power:
a. to make such provisions, by the issue of fractional certificates or by
payment in cash or otherwise as it thinks fit, for the case of shares
becoming distributable in fractions and
b. to authorise any person to enter, on behalf of all the Members entitled
thereto, into an agreement with the Company providing for the
allotment to them respectively, credited as fully paid-up, of any further
shares to which they may be entitled upon such capitalisation, or as
the case may require, for the payment by the Company on their behalf,
by the application thereto of their respective proportions of profits
resolved to be capitalised, of the amount or any part of the amounts
remaining unpaid on their existing shares;
iii. Any agreement made under such authority shall be effective and binding
on such Members.

BUY-BACK OF SHARES
Buy-back of 84. (i) Notwithstanding anything contained in these Articles but subject to the
shares provision of the Act or any other law for the time being in force, the Company
may purchase its own shares or other specified securities.
(ii) The Company shall not give any financial assistance for or in connection
with the purchase or subscription of any of its shares or its holding Company,
save as provided under the Act or Rules made thereunder.

GENERAL MEETINGS
Extraordinary 85. All general meetings other than annual general meeting shall be called
general extraordinary general meeting.
meeting

Powers of 86. The Board may, whenever it thinks fit, call an extraordinary general meeting.
Board to call
extraordinary
general meeting

23
 PROCEEDINGS AT GENERAL MEETINGS
Presence 87. i. No business shall be transacted at any general meeting unless a quorum of
of quorum Members is present at the time when the meeting proceeds to business.
ii. Save as otherwise provided herein, the quorum for the general meetings
shall be as provided in the Act.
Chairperson 88. The Chairperson, if any, of the Board shall preside as Chairperson at every general
of the meeting of the Company.
meeting
Business 89. No business shall be discussed or transacted at any general meeting whilst the
confined to chair is vacant, except election of Chairperson.
election of
Chairperson
whilst chair
vacant
Chairperson 90. If there is no such Chairperson, or if he is not present within fifteen minutes after
of the the time appointed for holding the meeting, or is unwilling to act as Chairperson
meetings of the meeting, the Directors present shall elect one of their members to be
Chairperson of the meeting.
Members 91. If at any meeting no Director is willing to act as Chairperson or if no director is
to elect present within fifteen minutes after the time appointed for holding the meeting,
Chairperson the Members present shall, by poll or electronically choose one of their Members
to be Chairperson of the meeting.
Power of 92. The Chairperson of any meeting shall be the sole judge of the validity of every
Chairperson vote tendered at such meeting. The Chairperson present at the taking of a poll
shall be the sole judge of the validity of every vote tendered at such poll.
Casting vote 93. On any business at any general meeting, in case of an equality of votes, whether
of Chairperson on a show of hands or electronically or on a poll, the Chairperson shall have a
at general second or casting vote.
meeting

Minutes of 94. i. The Company shall cause minutes of the proceedings of every general
proceedings meeting of any class of Members or Creditors and every resolution passed
of meetings by postal ballot to be prepared and signed in such manner as may be
and resolutions prescribed by the Rules and kept by making within thirty days of the
passed by conclusion of every such meeting concerned or passing of resolution by
postal ballot postal ballot entries thereof in books kept for that purpose with their pages
consecutively numbered.
ii. There shall not be included in the minutes any matter which, in the opinion
of the Chairperson of the meeting:
a. is, or could reasonably be regarded, as defamatory of any person; or
b. is irrelevant or immaterial to the proceedings; or
c. is detrimental to the interests of the Company.
iii. The Chairperson shall exercise an absolute discretion in regard to the
inclusion or non-inclusion of any matter in the minutes on the grounds
specified in the aforesaid clause.
iv. The minutes of the meeting kept in accordance with the provisions of the
Act shall be evidence of the proceedings recorded therein.
Inspection of 95. i. The books containing the minutes of the proceedings of any general meeting
minutes books of the Company or a resolution passed by postal ballot shall:
of general
meeting

24
 a. be kept at the registered office of the Company; and
b. be open to inspection of any Member without charge, during 3.00 p.m.
to 5.00 p.m. on all working days other than Saturdays.
ii. Any Member shall be entitled to be furnished, within the time prescribed
by the Act, after he has made a request in writing in that behalf to the
Company and on payment of such fees as prescribed under the Act or Rules
made thereunder with a copy of minutes of General Meeting(s) referred to
in clause (i) above. Provided that a Member who has made a request for
provision of a soft copy of the minutes of any previous general meeting
held during the period immediately preceding three financial years, shall
be entitled to be furnished with the same free of cost.

ADJOURNMENT OF MEETING
Chairperson 96. i. The Chairperson may with the consent of any meeting at which a quorum
may adjourn is present, and shall, if so directed by the meeting, adjourn the meeting
the meeting from time to time and from place to place.
ii. No business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took
place.
iii. When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
iv. Save as aforesaid, and as provided in the Act, it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.

VOTING RIGHTS
Entitlement to 97. Subject to any rights or restrictions for the time being attached to any class or
vote on show classes of shares :
of hands and
on poll i. on a show of hands, every Member present in person shall have one vote;
and
ii. on a poll, the voting rights of Members shall be in proportion to his share in
the paid-up equity share capital of the Company.
Scrutineers at 98. i. Where a poll is to be taken, the Chairperson of the meeting shall appoint
poll such numbers of persons, as he deems necessary to scrutinise the poll process
and votes given on the poll and to report thereon;
ii. The Chairperson shall have power, at any time before the result of the poll
is declared to remove a scrutineer from office and to fill vacancies in the
office of scrutineer arising from such removal or from any other cause;
Voting 99. A Member may exercise his vote at a meeting by electronic means in accordance
through with the Act and Rules made thereunder.
electronic
means
Vote of 100. i. In the case of joint holders, the vote of the senior who tenders a vote, whether
joint holders in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders.
ii. For this purpose, seniority shall be determined by the order in which the
names stand in the Register of Members.

25
How Members 101. A Member of unsound mind, or in respect of whom an order has been made by
non any court having jurisdiction in lunacy, may vote, whether on a show of hands or
composmentis on a poll, by his committee or other legal guardian, and any such committee or
and minor may guardian and may, on a poll, vote by proxy. If any Member be a minor, the vote in
vote respect of his share or shares shall be by his guardian or any one of his guardians.
Votes in 102. Subject to the provisions of the Act and other provisions of these Articles, any
respect of person entitled under the Transmission Clause to any shares may vote at any
shares of general meeting in respect thereof as if he was the registered holder of such
deceased or shares, provided that at least 48 (forty eight) hours before the time of holding the
insolvent meeting or adjourned meeting, as the case may be, at which he proposes to vote,
Members, etc. he shall duly satisfy the Board of his right to such shares unless the Board shall
have previously admitted his right to vote at such meeting in respect thereof.
Business may 103. Any business other than that upon which a poll has been demanded may be
proceed proceeded with, pending the taking of the poll.
pending poll
Restriction on 104. No Member shall be entitled to vote at any general meeting unless all calls or
voting rights other sums presently payable by him in respect of shares in the Company have
been paid or in regard to which the Company has exercised any right of lien.
Validity 105. i. No objection shall be raised to the qualification of any voter except at the
of the vote meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for
all purposes.
ii. Any such objection made in due time shall be referred to the Chairperson
of the meeting, whose decision shall be final and conclusive.
Equal rights 106. Any Member shall enjoy the same rights and be subject to the same liabilities as
of Members all other Members of the same class.

PROXY
Member may 107. Any Member entitled to attend and vote at a general meeting may do so either
vote in person personally or through his constituted attorney or through another Person as a
or otherwise proxy on his behalf, for that meeting.
Proxies when 108. The instrument appointing a proxy and the power of attorney or other authority,
to be if any, under which it is signed or a notarised copy of that power or authority,
deposited shall be deposited at the registered office of the Company not less than 48 hours
before the time for holding the meeting or adjourned meeting at which the Person
named in the instrument proposes to vote and in default the instrument of proxy
shall not be treated as valid.
Form of proxy 109. An instrument appointing a proxy shall be in the form as prescribed in the Rules
made under the Act.
Proxies to be 110. A vote given in accordance with the terms of an instrument of proxy shall be
valid valid, notwithstanding the previous death or insanity of the principal or the
notwithstanding revocation of the proxy or of the authority under which the proxy was executed,
death of the or the transfer of the shares in respect of which the proxy is given.
principal
Provided that no intimation in writing of such death, insanity, revocation or transfer
shall have been received by the Company at its office before the commencement
of the meeting or adjourned meeting at which the proxy is used.

26
 BOARD OF DIRECTORS

Board of 111. Unless otherwise determined by the Company in general meeting, the number of
Directors Directors shall not be less than 3 (three) and shall not be more than 15 (fifteen).

Share 112. A Director need not hold any shares of the Company to qualify for the office of a
qualification Director of the Company.
Same individual 113. The same individual may, at the same time, be appointed as the Chairperson of
may be the Company as well as the Managing Director or Chief Executive Officer of the
Chairperson Company, subject to the provisions of the Act.
and Managing
Director/Chief
Executive Officer
Remuneration 114. The remuneration of the Directors shall, in so far as it consists of a monthly
of Directors payment, be deemed to accrue from day-to-day.
Remuneration 115. i. The remuneration, including commission on profits, payable to the Directors,
to require including any Managing or Whole-time Director or Manager, if any, shall
Members’ be determined in accordance with and subject to the provisions of the Act
consent and Rules made thereunder.
ii. In addition to the remuneration payable to them in pursuance of the Act,
the Directors may be paid all travelling, hotel and other expenses properly
incurred by them—
a. in attending and returning from meetings of the Board or any
Committee thereof or General Meetings of the Company; or
b. in connection with the business of the Company.
iii. The fees payable to the Director for attending the meeting of the Board or
Committee thereof or a General Meeting shall be decided by the Board
from time to time within the maximum limits of such fees that may be
prescribed under the Act or the Rules.
Execution of 116. All cheques, promissory notes, drafts, hundis, bills of exchange and other
negotiable negotiable instruments, and all receipts for monies paid to the Company, shall be
instruments signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by
such person and in such manner as the Board shall from time to time by resolution
determine.
Sign the
117. Every Director present at any meeting of the Board or of a Committee thereof
book / sheet
shall sign his name in the book / sheet to be kept for that purpose.
Appointment 118. i. Subject to the provisions of the Act, the Board shall have power at any time,
of Additional and from time to time, to appoint a person as an Additional Director, provided
Director the number of the Directors and Additional Directors together shall not at
any time exceed the maximum strength fixed for the Board by the Articles.
ii. Such person shall hold office only up to the date of the next annual general
meeting of the Company but shall be eligible for appointment by the
Company as a Director at that meeting subject to the provisions of the Act.
Appointment 119. The Board may appoint an Alternate Director to act for a Director (hereinafter in
of Alternate this Article called “the Original Director”) during his absence for a period of not
Director less than three months from India. No person shall be appointed as an Alternate
Director for an Independent Director unless he is qualified to be appointed as an
Independent Director under the provisions of the Act.
Duration of 120. An Alternate Director shall not hold office for a period longer than that permissible
office of Alternate to the Original Director in whose place he has been appointed and shall vacate
Director the office if and when the Original Director returns to India.

27
Re-appointment 121. If the term of office of the Original Director is determined before he returns to
provisions India the automatic re-appointment of retiring Directors in default of another
applicable to appointment shall apply to the Original Director and not to the Alternate Director.
Original
Director
Appointment 122. i. If the office of any Director appointed by the Company in general meeting
of Director to is vacated before his term of office expires in the normal course, the resulting
fill casual casual vacancy may, be filled by the Board of Directors at a meeting of the
vacancies Board.
ii. The Director so appointed shall hold office only upto the date upto which
the Director in whose place he is appointed would have held office if it had
not been vacated.
Directors may 123. A Director may become a Director of any Company promoted by the Company
be Directors of or in which it may be interested as a vendor, Shareholder or otherwise and subject
Companies to the provisions of the Act and these Articles, no such Director shall be accountable
promoted by for any benefit received as Director or Shareholder of such Company.
the Company
POWERS OF BOARD
General powers 124. The management of the business of the Company shall be vested in the Board
of the Company and the Board may exercise all such powers, and do all such acts and things, as
vested in the Company is by the Memorandum of Association or otherwise authorised to
Board exercise and do, and, not hereby or by the statute or otherwise directed or required
to be exercised or done by the Company in general meeting but subject nevertheless
to the provisions of the Act and other laws and of the Memorandum of Association
and these Articles and to any regulations, not being inconsistent with the
Memorandum of Association and these Articles or the Act, from time to time
made by the Company in general meeting provided that no such regulation shall
invalidate any prior act of the Board which would have been valid if such regulation
had not been made.

BORROWING POWERS
Power to 125. The Directors may, from time to time, at their discretion, raise or borrow, or
borrow secure the payment of, any sum or sums of money for the purposes of the Company;
Provided that the moneys to be borrowed together with the moneys already
borrowed by the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business) shall not at any time
except with the consent of the Company by way of special resolution in general
meeting exceed the aggregate of the paid-up capital of the Company and its free
reserves, that is to say, reserves not set part for any specific purpose.
Conditions on 126. The Directors, with Shareholders’ consent where required by the Act and Rules,
which money may raise or secure the payment or repayment of such sum or sums in such manner
may be and upon such terms and conditions in all respects as they think fit and, in
borrowed particular, by the issue of debentures or debenture-stock of the Company charged
upon all or any part of the property of the Company (both present and future)
including its uncalled capital for the time being.

PROCEEDINGS OF THE BOARD

When meeting 127. i. The Board may meet for the conduct of business, adjourn and otherwise
to be convened regulate its meetings, as it thinks fit.
ii. The Chairperson or any one Director with the previous consent of the
Chairperson may, or the Company Secretary on the direction of the
Chairperson shall, at any time summon a meeting of the Board.

28
Frequency of 128. A meeting of the Board shall be held at least once in every three calendar months
Meetings and not more than a period of 120 days shall lapse between two Board meetings.
Notice of 129. Notice of every meeting of the Board of the Company shall be given in writing to
Meetings every Director at his address registered with the Company.
Quorum for 130. The quorum for a Board meeting shall be as provided in the Act.
Board meetings
Participation 131. The participation of Directors in a meeting of the Board may be either in person
at Board or through video conferencing or audio visual means or teleconferencing, as may
meetings be prescribed by the Rules or permitted under law.
Questions at 132. i. Save as otherwise expressly provided in the Act, questions arising at any
Board meeting meeting of the Board shall be decided by a majority of votes.
how decided
ii. In case of an equality of votes, the Chairperson of the Board, if any, shall
have a second or casting vote.
Directors not 133. The continuing Directors may act notwithstanding any vacancy in the Board;
to act when but, if and so long as their number is reduced below the quorum fixed by the Act
number falls for a meeting of the Board, the continuing directors or Director may act for the
below purpose of increasing the number of Directors to that fixed for the quorum, or of
minimum summoning a general meeting of the Company, but for no other purpose.
Who to preside 134. i. The Board may elect a Chairperson of its meetings and determine the period
at meetings for which he is to hold office.
of the Board
ii. If no such Chairperson is elected, or if at any meeting the Chairperson is
not present within five minutes after the time appointed for holding the
meeting, the Directors present may choose one of their number to be
Chairperson of the meeting.
Delegation of 135. Subject to the provisions of the Act and the Rules made thereunder from time to
Powers time, the Board may delegate any of powers vested in it to any Committee(s) of
Directors and/or officer(s) of the Company and any such delegation as aforesaid,
may be made on such terms and subject to such conditions as the Board may
think fit and the Board may annul or vary any such delegation.
Participation at 136. The participation of Directors in a meeting of the Committee may be either in
Committee person or through video conferencing or audio visual means or teleconferencing,
meetings as may be prescribed by the Rules or permitted under law.
Chairperson 137. i. A Committee may elect a Chairperson of its meetings.
of Committee
ii. If no such Chairperson is elected, or if at any meeting the Chairperson is at
not present within five minutes after the time appointed for holding the
meeting, the members present may choose one of their members to be
Chairperson of the meeting.
Committee 138. i. A Committee may meet and adjourn as it thinks fit.
to meet
ii. Questions arising at any meeting of a Committee shall be determined by a
majority of votes of the members present, and in case of an equality of
votes, the Chairperson shall have a second or casting vote.
Acts of Board 139. All acts done in any meeting of the Board or of a Committee thereof or by any
or Committee person acting as a Director, shall, notwithstanding that it may be afterwards
valid discovered that there was some defect in the appointment of any one or more of
notwithstanding such Directors or of any person acting as aforesaid, or that they or any of them
defect of were disqualified, be as valid as if every such Director or such person had been
appointment duly appointed and was qualified to be a Director.

29
Passing of 140. Save as otherwise expressly provided in the Act, a resolution in writing, signed
resolution by majority of the members of the Board or of a Committee thereof, for the time
by circulation being entitled to receive notice of a meeting of the Board or Committee, shall be
valid and effective as if it had been passed at a meeting of the Board or Committee,
duly convened and held.
Minutes of 141. The Company shall cause minutes of the meeting of the Board of Directors and
proceedings of of Committees of the Board to be duly entered in a book or books provided for
Board of the purpose in accordance with the provisions of the Act and Rules made
Directors and thereunder. The minutes shall contain a fair and correct summary of the
Committees to proceedings at the meeting including the following:
be kept.
i. the names of the Directors present at the meeting of the Board of Directors
or of any Committee of the Board;
ii. all resolutions and proceedings of meetings of the Board of Directors and
Committee of the Board;
iii. in the case of each resolution passed at a meeting of the Board of Directors
or Committees of the Board, the names of the Directors, if any, dissenting
from or not concurring in the resolution.
Board Minutes 142. Minutes of any meeting of the Board of Directors or of any Committees of the
to be evidence Board if purporting to be signed by the Chairman of such meeting or by the
Chairman of the next succeeding meeting shall be for all purposes whatsoever
prima facie evidence of the actual passing of the resolution recorded and the
actual and regular transaction or occurrence of the proceedings so recorded and
the regularity of the meeting at which the same shall appear to have taken place.

MANAGING DIRECTOR, WHOLE-TIME

DIRECTOR OR EXECUTIVE DIRECTOR
Managing 143. The Board may, subject to the provisions of the Act and these Articles, from time
Director/ to time appoint any of its Members as the Managing Director of the Company or
Whole-Time as a Whole-time Director or as an Executive Director upon such terms and
Director/ conditions as the Board shall think fit and, subject to the provisions of the Act,
Executive the Board may by resolution vest in such Person such of the powers hereby vested
Director etc. in the Board generally as it thinks fit, and such powers may be made exercisable
for such periods and upon such conditions and subject to such restrictions as it
may determine. The remuneration of the Managing Director/the Whole-time
Director the Executive Director may be by way of monthly payment, and/or
participation in profits, or by any other mode not expressly prohibited by the Act.
A Managing Director or a Whole-time Director or an Executive Director shall
while he continues to hold that office shall not be subject to retirement by rotation.
The Managing Director, Whole-time Director and the Executive Director shall
ipso facto and immediately cease to be the Managing Director, the Whole-time
Director and the Executive Director, as the case may be, if he ceases to hold the
office of a Director.

30
 CHIEF EXECUTIVE OFFICER, MANAGER,
CHIEF FINANCIAL OFFICER OR COMPANY SECRETARY
Appointment/ 144. Subject to the provisions of the Act,-
Removal of
A Chief Executive Officer, Manager, Chief Financial Officer and the Company
Chief Executive
Secretary may be appointed by the Board for such term, at such remuneration
Officer, Manager,
and upon such terms and conditions as it may think fit; and any Chief Executive
Chief Financial
Officer, Manager, Chief Financial Officer and the Company Secretary so appointed
Officer and the
may be removed by means of a resolution of the Board.
Company
Secretary by the
Board
Director may be 145. A Director may be appointed as Chief Executive Officer or Manager or Chief
Chief Executive Financial Officer or Company Secretary.
Officer, etc.
Exercise of 146. A Manager so appointed shall exercise the powers and authorities conferred upon
powers by him by an Agreement entered into between him and the Company and/or by a
Manager. resolution of the Board or general meeting and shall be subject to the obligations
and restrictions imposed in that behalf by the Act.

REGISTERS

Statutory 147. The Company shall keep and maintain at its registered office all statutory registers
registers including, register of charges, annual return, register of loans, guarantees, security
and acquisitions, register of investments not held in its own name and register of
contracts and arrangements for such duration as the Board may, unless otherwise
prescribed, decide, and in such manner and containing such particulars as
prescribed by the Act and the Rules. The registers and copies of annual return
shall be open for inspection during 3.00 p.m. to 5.00 p.m. on all working days,
other than Saturdays, at the registered office of the Company by the persons
entitled thereto on payment, where required, of such fees as may be fixed by the
Board but not exceeding the limits prescribed by the Rules.

Foreign register i. The Company may exercise the powers conferred on it by the Act with
regard to the keeping of a foreign register; and the Board may (subject to
the provisions of the Act) make and vary such regulations as it may think
fit with respect to keeping of any such register.
ii. The foreign register shall be open for inspection and may be closed, and
extracts may be taken therefrom and copies thereof may be required, in the
same manner, mutatis mutandis, as is applicable to the register of members.

THE SEAL
Seal 148. The Company shall have a Common Seal and the Directors shall provide for the
safe custody thereof. The Seal shall not be affixed to any instrument except:
a. by the authority of a Resolution of the Board or a Committee of the Board
authorised in that behalf, and
b. In the presence of :
i. at least one Director and the Secretary or such other person as the
Board may appoint for the purpose who shall sign every instrument
to which the Seal of the Company is so affixed in their presence.
or
ii. at least two Authorised Officers of the Company authorised in that
behalf and such Authorised Officers shall sign every instrument to
which the Seal of the Comapny is so affixed in their presence.

31
 DIVIDENDS AND RESERVE
Company in general 149. The Company in general meeting may declare dividends, but no dividend shall
meeting may exceed the amount recommended by the Board.
declare dividends
Interim 150. Subject to the provisions of the Act, the Board may from time to time pay to the
dividends Members such interim dividends as appear to it to be justified by the profits of
the Company.
Dividends 151. i. The Board may, before recommending any dividend, set aside out of the
only to be profits of the Company such sums as it thinks fit as a reserve or reserves
paid out of which shall, at the discretion of the Board, be applicable for any purpose to
profits which the profits of the Company may be properly applied, including
provision for meeting contingencies or for equalizing dividends; and pending
such application, may, at the like discretion, either be employed in the
business of the Company or be invested in such investments (other than
shares of the Company) as the Board may, from time to time, thinks fit.
ii. The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.
Division 152. i. Subject to the rights of persons, if any, entitled to shares with special rights
of profits as to dividends, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect whereof the
dividend is paid, but if and so long as nothing is paid upon any of the shares
in the Company, dividends may be declared and paid according to the
amounts of the shares.
ii. No amount paid or credited as paid on a share in advance of calls shall be
treated for the purposes of this regulation as paid on the share.
iii. All dividends shall be apportioned and paid proportionately to the amounts
paid or credited as paid on the shares during any portion or portions of the
period in respect of which the dividend is paid; but if any share is issued on
terms providing that it shall rank for dividend as from a particular date
such share shall rank for dividend accordingly.
No Member to 153. The Board may deduct from any dividend payable to any Member all sums of
receive dividend money, if any, presently payable by him to the company on account of calls or
whilst indebted otherwise in relation to the shares of the Company.
to the Company
and Company’s
right to
reimbursement
therefrom
Retention of 154. The Board may retain dividends payable upon shares in respect of which any
Dividend person is, under the Transmission Clause hereinbefore contained, entitled to
become a Member, until such person shall become a Member in respect of such
shares.
Dividend how 155. i. Any dividend, interest or other monies payable in cash in respect of shares
remitted may be paid by electronic mode or cheque or warrant sent through the post
directed to the registered address of the holder or, in the case of joint holders,
to the registered address of that one of the joint holders who is first named
is the Register of Members, or to such person and to such address as the
holder or joint holders may in writing direct.
ii. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent.

32
Receipt of 156. Any one of two or more joint holders of a share may give effective receipts for
one holder any dividends, bonuses or other monies payable in respect of such share.
sufficient
Notice of 157. Notice of any dividend that may have been declared shall be given to the Persons
Dividend entitled to share therein in the manner mentioned in the Act.
Waiver of 158. The waiver in whole or in part of any dividend on any share by any document
Dividend (whether or not under seal) shall be effective only if such document is signed by
the Member (or the Person entitled to the share in consequence of the death or
bankruptcy of the holder) and delivered to the Company and if or to the extent
that the same is accepted as such or acted upon by the Board.
No Interest 159. No dividend shall bear interest against the Company.
on Dividend

Unclaimed 160. Unclaimed Dividend shall be dealt with as provided under the Act or Rules made
Dividend thereunder.

ACCOUNTS
Inspection by 161. The books of account and books and papers of the Company, or any of them,
Directors shall be open to the inspection of Directors in accordance with the applicable
provisions of the Act and the Rules.
Restriction on 162. i. The Board shall from time to time determine whether and to what extent
Inspection by and at what times and places and under what conditions or regulations, the
Members accounts and books of the company, or any of them, shall be open to the
inspection of Members not being directors.
ii. No Member (not being a director) shall have any right of inspecting any
account or books or document of the Company except as conferred by law
or authorised by the Board or by the Company in general meeting.

WINDING UP
Winding up 163. Subject to the applicable provisions of the Act and Rules made thereunder—
of Company
i. If the Company shall be wound up, the liquidator may, with the sanction of
a special resolution of the Company and any other sanction required by the
Act, divide amongst the Members, in specie or kind, the whole or any part
of the assets of the Company, whether they shall consist of property of the
same kind or not.
ii. For the purpose aforesaid, the liquidator may set such value as he deems
fair upon any property to be divided as aforesaid and may determine how
such division shall be carried out as between the Members or different
classes of Members.
iii. The liquidator may, with the like sanction, vest the whole or any part of
such assets in trustees upon such trusts for the benefit of the contributories
if he considers necessary, but so that no Member shall be compelled to
accept any shares or other securities whereon there is any liability.

INDEMNITY AND INSURANCE

Directors 164. i. Subject to the provisions of the Act, every Director, Managing Director,
and Officers Whole-time Director, Manager, Company Secretary and other Officer of
right to the Company shall be indemnified by the Company out of the funds of the
indemnity Company, to pay all costs, losses (including travelling expense) which such
Director, Manager, Company Secretary and Officer may incur or become

33
 liable for by reason of any contract entered into or act or deed done by him
in his capacity as such Director, Manager, Company Secretary or Officer or
in any way in the discharge of his duties in such capacity including expenses.
ii. Subject as aforesaid, every Director, Managing Director, Manager, Company
Secretary or other Officer of the Company shall be indemnified against any
liability incurred by him in defending any proceedings, whether civil or
criminal in which judgement is given in his favour or in which he is acquitted
or discharged or in connection with any application under applicable
provisions of the Act in which relief is given to him by the Court.
Insurance 165. The Company may take and maintain any insurance as the Board may think fit on
behalf of its present and/or former Directors and key managerial personnel for
indemnifying all or any of them against any liability for any acts in relation to the
Company for which they may be liable but have acted honestly and reasonably.
Directors and 166. No Director or other Officer of the Company shall be liable for the acts, receipts,
other Officers neglects or defaults of any other Director or Officer, or for joining in any receipt
not responsible or other act or conformity, or for any loss or expense happening to the Company
for acts of others through insufficiency or deficiency of title to any property acquired by order of
the Directors for or on behalf of the Company, or for the insufficiency or deficiency
of any security in or upon which any of the monies of the Company shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person, Company or corporation with whom any money
securities or effects shall be entrusted or deposited, or for any loss occasioned by
any error of judgment or oversight on his part, or for any other loss or damage or
misfortune whatever shall happen in the execution of the duties of his office or in
relation thereto, unless the same happens through wilful misconduct or neglect or
dishonesty.

GENERAL POWER
General Power 167. Wherever in the Act, it has been provided that the Company shall have any right,
privilege or authority or that the Company could carry out any transaction only if
the Company is so authorised by its articles, then and in that case this Article
authorises and empowers the Company to have such rights, privileges or authorities
and to carry such transactions as have been permitted by the Act, without there
being any specific Article in that behalf herein provided.

SECRECY CLAUSE
Secrecy clause 168. Subject to the provisions of the Act, no Member shall be entitled to require
discovery of any information in respect to any detail of the Company’s trading or
any matter in the nature of a trade secret, mystery of trade or secret process which
may relate to the conduct of the business of the Company and which in the opinion
of the Board it may be inexpedient in the interest of the Company to communicate
to the public.

Note : i) Clause 2 was amended in terms of the Scheme of Arrangement between Jaiprakash Associates
Limited and Jaypee Cement Corporation Limited and UltraTech Cement Limited and their
respective shareholders and creditors effective from 29th June, 2017.
ii) Clause 2 was amended in terms of the Scheme of Demerger amongst Century Textiles and
Industries Limited and UltraTech Cement Limited and their respective shareholders and
creditors effective from 1st October, 2019.

34
We the several persons, whose names and addresses are subscribed below, are desirous of being formed
into a Company in pursuance of this Memorandum of Association and respectively agree to take the
number of shares in the Capital of the Company set opposite our respective names:

Sl. Name of Addresses, and No. of shares Name, addresses

No. Subscribers occupation of each taken by each description &
subscriber subscriber equity occupation of
witnesses

1. Anil Kumar High Trees, 54, 1

Manibhai Naik Pili Hill, Bandra, (ONE)
Son of Mr. Manibhai Mumbai - 400 050
Nicchabhai Naik Company Executive

2. Anumolu M29, Anna Nagar (East) 1

Ramakmrishna Chennai-600 102 (ONE)
Son of Mr. Anumolu Company Executive
Venkatappiah

3. Mohan Karnani Silver Sands, 1 Mr.Vinay Sadanand

Son of Mr. Nathumal 73, Carter Road, Bandra (ONE) Gaokar
Karnani Mumbai 400050. Son of Sadanand
Company Executive Vaikunth Gaokar

4. Jagdish Pandurang 76, Ramakrishna Gardens 1 E/5, Saraswat Colony

Nayak RMVE Stage II, (ONE) Sitaladevi Temple
Son of Mr. Mulky New Bel Road, Road, Mahim
Pandurang Nayak Bangalore – 561 004 Mumbai 400 016
Company Executive

5. Yeshwant Moreshwar 4A, Suvas Apartments 1 Service

Doesthalee Off. L. Jagmohandas Marg (ONE)
Son of Mr. Moreshwar Mumbai 400006
Trimbak Deosthalee Company Executive

6. Kirshanamurthy Varsha, Flat No.401 1

Venkataramanan Janki Kutir, Juhu, (ONE)
Son of Mr. Kodumudi Mumbai - 400 049
Venkatramanan Company Executive

7. Srinivasa Venkata Flat No.7, Dwarka, 1

Subramanian Chheda Nagar, (ONE)
Son of Mr. Srinivasan Chembur,
Mumbai 400 089
Company Executive

TOTAL (7 Seven)

Dated at Mumbai, this 22nd day of August, 2000

35
 SCHEME OF ARRANGEMENT
BETWEEN

Larsen & Toubro Limited … Demerged Company

UltraTech CemCo Limited … Resulting Company

and

their respective shareholders and creditors

and

Grasim Industries Limited as shareholder

of the Demerged Company … Grasim

and

L&T Employees Welfare Foundation … Trust

37
28
IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY PETITION NO. 121 OF 2004

CONNECTED WITH

COMPANY APPLICATION NO. 566 OF 2003

In the matter of the Companies

Act, 1956;

And

In the matter of Sections 391 to

394 of the Companies Act, 1956;

And

In the matter of Ultra Tech

CemCo Limited, a Company
incorporated under the
Companies Act, 1956 and having
its Registered Office at
L&T House, Ballard Estate,
Mumbai - 400001.

In the matter of the Scheme of

Arrangement between Larsen &
Toubro Limited and Ultra Tech
Cemco Limited and their
respective shareholders and
creditors and Grasim Industries
Limited as a shareholder of
Larsen & Toubro Limited and
L&T Employees Welfare
Foundation.

39
UltraTech CemCo Limited, a )
Company incorporated under )
the Companies Act, 1956, )
having its Registered Office at )
L&T House, Ballard Estate, )
Mumbai - 400 001. ) ......Petitioner Company
Coram: Anoop. V. Mohta J.
Date : 22nd April, 2004

Upon the Petition of Ultra Tech CemCo Limited, the Petitioner Company abovenamed declared on
the 9th day of February, 2004 and presented to this Hon’ble Court on the 9th day of February 2004, for
Sanctioning the proposed Scheme of Arrangement between Larsen & Toubro Limited and Ultra Tech
CemCo Limited, (hereinafter referred to as the “Petitioner Company”) and their respective shareholders
and Creditors and Grasim Industries Limited as a shareholders of Larsen & Toubro Limited and L&T
Employees Welfare Foundation (hereinafter referred to as the “said Scheme”) and for other consequential
reliefs as mentioned in the said Petition AND and said Petition being this date called on for hearing and
final disposal AND UPON READING the said Petition and the Affidavit of Mr. Jagdish Pandurang
Nayak, Director of the Petitioner Company dated the 9th day of February, 2004 verifying the said Petition
AND UPON READING the affidavit of Ms. Hema Krishnamoorthy, Company Secretary of the Petitioner
Company dated the 18th day of March, 2004 proving publication of notice of the hearing of the Petition
in the issue of “The Free Press Journal” (Mumbai edition) dated the 26th day of February, 2004 and
Marathi translation thereof in “Navshakti” dated the 27th day of February, 2004 AND UPON READING
the affidavit of Mr. Vijay Kudwalkar employed in the office of Advocates for the Petitioner Company
dated the 24th day of February, 2004 proving service of notice of hearing of the Petition upon the Regional
Director, Department of Company Affairs, Maharashtra, Mumbai AND UPON READING the Order
dated the 17th day of December, 2003 passed in Company Application No. 566 of 2003 whereby the
meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner Company was dispensed
with for the purpose of considering and if thought fit, approving with or without modification, the
arrangement embodied in the Scheme of Arrangement between Larsen & Toubro Limited and the Petitioner
Company and their respective shareholders and creditors and Grasim Industries Limited as a shareholders
of Larsen & Toubro Limited and L&T Employees Welfare Foundation being Exhibit ‘E’ to the Petition in
view of the consent in writing given by each of the equity shareholders and unsecured creditors of the
Petitioner Company which are annexed as Exhibit ‘F-l’ to ‘F-8’ and Exhibit ‘G’ respectively to the Affidavit
in support of Company Application No. 566 of 2003 AND UPON READING the Affidavit of
Shri Chakradhara Paik, Regional Director, Western Region, Department of Company Affairs, dated the
24th day of March, 2004 stating that Bombay Stock Exchange has recommended that shares of the
Resulting Company may be listed and traded on the Stock Exchange before the opening of the “Open
Offer” proposed to be made by M/s. Grasim Industries Limited, hence Scheme may be considered by this
Hon’ble Court subject to the above recommendation of BSE and requested to consider the objection
raised by Mr. Rasik S. Poladia AND UPON READING the Affidavit of Mr. V. M. Raste, Objector dated
the 12th day of March 2004 filed in Company Petition No. 120 of 2004 AND UPON READING the
Affidavit of Mr. Jagdish Pandurang Nayak dated the 22nd day of March 2004 in reply to Affidavit of
Mr. V. M. Raste dated the 12th day of March 2004 filed in Company Petition no. 120 of 2004 AND
UPON READING the Affidavit of Mr. V. M. Raste dated the 5th day of April, 2004 seeking adjournment
till 8th day of April, 2004 AND UPON HEARING Mr. Iqbal Chagla, Senior Counsel with Mr. Birendra
Saraf, Counsel and Ms. R. S. Kothari, Mr. Kamlesh Kharade and Ms. Purvi Shah instructed by M/s. DSK
Legal & Co., Advocates for Petitioner Company for the Petitioner Company AND UPON HEARING
Dr. Virendra V. Tulzapurkar, Senior Counsel with Mr. Ravi Kadam, Counsel with Mr. Vikram Trivedi,
Ms. Rajashree Bhat, Mr. Vinod Kothari and Ms. Kinjal Mehta instructed by M/s. Manilal Kher Ambalal
& Co., Advocates for Larsen & Toubro Limited, AND UPON HEARING Mr. Virag V. Tulzapurkar,
Counsel with Mr. V. B. Trivedi instructed by M/s. Manilal Kher Ambalal & Co., for the L&T Employees

40
Welfare Foundation AND UPON HEARING Mr. Goolam Vahanavati, Advocate General with
Ms. Rameeza Hekeem instructed by M/s. Beri & Co. for Grasim Industries Limited AND UPON
HEARING Mr. Janak Dwarkadas, Senior Counsel instructed by M/s. Amarchand & Mangaldas & Suresh
A. Shroff & Co. for Samruddhi Swastik Trading & Investments Limited, AND UPON HEARING
Shri R. C. Master with Y. R. Mishra Panel Counsel instructed by Dr. T. C. Kaushik for Regional Director,
Department of Company Affairs, Maharashtra, Mumbai, who submits to order of the Court, AND UPON
HEARING Shri. V. M. Raste, Objector in person, AND that no other person or persons entitled to appear
at the hearing of the Petition appearing this day either in support of the Petition or to show cause against
the said Petition AND THIS COURT DOTH HEREBY RECORD that the objections raised by the
Objectors are overruled AND THIS COURT DOTH HEREBY SANCTION the Scheme of Arrangement
between Larsen & Toubro Limited and Ultra Tech CemCo Limited, the Petitioner Company and their
respective shareholders and creditors and Grasim Industries Limited as a shareholder of Larsen & Toubro
Limited and L&T Employees Welfare Foundation as set forth in Exhibit ‘E’ to the Petition and also in the
Schedule hereto AND THIS COURT DOTH HEREBY ORDER that the same shall be binding with
effect from 1st day of April, 2003 (hereinafter referred to as the “Appointed Date”) (as defined in the
Scheme) on Larsen & Toubro Limited and the Petitioner Company and their respective shareholders and
creditors and Grasim Industries Limited as a shareholder of Larsen & Toubro Limited and L&T Employees
Welfare Foundation and all persons concerned under the Scheme AND THIS COURT DOTH HEREBY
ORDER that upon the Scheme being effective and in consideration of the transfer and vesting of the
Demerged Undertaking in the Petitioner Company in terms of the Scheme, the Petitioner Company shall
without any further application, act, instrument or deed, issue and allot to the equity shareholders of the
Demerged Company whose names are recorded in the Register of Members of Demerged Company on
the Record Date as defined in the Scheme 2 equity shares in the Petitioner Company of Rs. 10/- each
credited as fully paid up for every 5 equity shares of Rs. 10/- each fully paid up held by the equity
shareholder of the Demerged Company AND THIS COURT DOTH HEREBY FURTHER ORDER that
the assets / undertaking of Larsen & Toubro Limited (hereinafter referred to as “the said Demerged
Company”) comprising the Demerged Undertaking (as defined in the Scheme) shall without further act,
instrument or deed be and stand transferred to and/or deemed to have been transferred to the Petitioner
Company pursuant to the provisions of Sections 391 to 394 of the said Act AND THIS COURT DOTH
HEREBY FURTHER ORDER that with effect from the Appointed Date, all debts, liabilities, duties and
obligations of the Demerged Undertaking as set out in the Scheme shall, without any further act, instrument
or deed be and stand transferred to in or deemed to have been transferred to the Petitioner Company so as
to become the debts, liabilities, duties and obligations of the Petitioner Company AND THIS COURT
DOTH HEREBY FURTHER ORDER that all legal, taxation or other proceedings, by or against the
Demerged Company and relating to the Demegred Undertaking pending on or instituted after the Appointed
Date be continued and be enforced by or against the Petitioner Company after the Effective Date as
effectually and in the same manner and to the same extent as if the same had been pending and/or arisen
by or against the Demerged Company AND THIS COURT DOTH HEREBY FURTHER ORDER that all
permanent employees of the Demerged Company engaged in the Demerged Undertaking as on the Effective
Date shall become the employees of the Petitioner Company on such date and, subject to the Scheme, on
terms and conditions not less favourable than those on which they are engaged in the Demerged Undertaking
and without any interruption of service as a result of the transfer of the Demerged Undertaking
AND THIS COURT DOTH HEREBY FURTHER ORDER that the Petitioner Company do within 30 days
from the sealing of this Order sanctioning the said Scheme cause a certified copy thereof to be
delivered to the Registrar of Companies, Maharashtra at Mumbai for registration and upon such certified
copy of order being so delivered, the Registrar of Companies, Maharashtra, Mumbai, shall place the files
of Demerged Undertaking of Demerged company and register with him on the file kept by him in relation
to the Petitioner Company and shall consolidate the files relating to Demerged Undertaking of Demerged
Company and the Petitioner Company accordingly AND THIS COURT DOTH HEREBY FURTHER
ORDER that the parties to the said Scheme and any other person or persons interested therein shall be at
liberty to apply to this Court for any directions that may be necessary in regard to the working of he said
Scheme AND THIS COURT DOTH HEREBY FURTHER ORDER that the Petitioner Company do pay
a sum of Rs.2,500/- (Rupees two thousand five hundred only) to the Regional Director, Department of
Company Affairs, Maharashtra, Mumbai towards the cost of the Petition.

41
WITNESS SHRI CHUNILAL KARSANDAS THAKKER, Chief Justice at Bombay aforesaid this
22nd day of April, 2004.

By the Court,

For Prothonotary and Senior Master

Sealer

Dated this 6th day of May, 2004.

ORDER sanctioning the Scheme of Arrangement )

under Sections 391 to 394 of the Companies Act, )
1956 drawn on the Application of M/s. DSK )
Legal, Advocates for the Petitioner, )
having their office at 66, Maker Towers F, Cuffe )
Parade, Mumbai 400005. )

42
 SCHEME OF ARRANGEMENT
BETWEEN

Larsen & Toubro Limited … Demerged Company

UltraTech CemCo Limited … Resulting Company

and
their respective shareholders and creditors
and

Grasim Industries Limited as shareholder

of the Demerged Company … Grasim

and

L&T Employees Welfare Foundation … Trust

PART I - GENERAL

(A) The Demerged Company (as defined hereunder) is engaged inter alia in the businesses of:

(a) design, engineering and execution of large scale engineering and construction contracts,
marketing of products, the Cement Derivatives Business (as defined hereunder) and
investments in various types of financial assets, manufacture and marketing of (i) heavy
engineering equipment; (ii) electrical and electronic products; and (iii) packaging products;
and

(b) manufacture and sale of cement (the “Cement Business”).

(B) The Resulting Company (as defined hereunder) is a wholly owned subsidiary of the Demerged
Company incorporated with the main object of carrying on the business of manufacture and sale of
cement and cement related products. The Resulting Company also has a wholly owned subsidiary,
Dakshin Cements Limited an unlisted company incorporated under the Act having its registered
office at 5-10-1073 Fateh Maidan Road, P.O. Box No.12, Hyderabad 500 004 (“Dakshin Cements”)
and formed with the object of manufacture and sale of cement.

(C) Grasim (as defined hereunder) is engaged, inter alia, in the business of the manufacture and sale of
viscose staple fibre, cement, sponge iron, chemicals and textiles. Pursuant to acquisitions through
negotiated transactions, in the open market as also pursuant to an open offer made for the shares of
the Demerged Company by Grasim (as the acquirer), with Samruddhi Swastik Trading and
Investments Limited, its wholly owned subsidiary and an unlisted company incorporated under the
Act and having its registered office at Birlagram, Nagda, Madhya Pradesh, (“Samruddhi”) and
primarily engaged in investment activities (as person acting in concert), each of Grasim and
Samruddhi respectively hold 14.86% and 0.87% of the equity shares of the Demerged Company.

(D) The Demerged Company, Grasim, Samruddhi, the Resulting Company and the Trust (as defined
hereunder) have entered into a restructuring agreement on November 3, 2003 (the “Restructuring
Agreement”) which sets out the understanding as regards the Demerger (as defined hereunder),
and upon the effectiveness of this Scheme, the Open Offer (as defined hereunder), and, concurrently,
the purchase of the CemCo Shares (as defined hereunder) by Grasim, the Acquisition of Management
Control (as defined hereunder) and the sale by Grasim and Samruddhi and purchase by the Trust of
the L & T Shares (as defined hereunder) so as to exit from the Remaining Business (as defined
hereunder), and to effect such other transactions referred to therein and the terms and conditions
relating to the same and the implementation thereof.

43
(E) In furtherance of the Restructuring Agreement and the understanding between the parties thereto,
this composite Scheme (as defined hereunder) provides for:

(a) the Demerger, upon the effectiveness of which, the Demerged Company would hold 20% of
the paid-up capital of the Resulting Company, the balance 80% would be held by the
shareholders of the Demerged Company in the same proportion in which shares are held by
them in the Demerged Company;

(b) the occurrence, on the Effective Date, of all of the following concurrently:

(i) deposit of the CemCo Shares and the L&T Shares by each of L&T and Grasim/
Samruddhi respectively in escrow in accordance with the Share Escrow Arrangement
(as defined hereunder);

(ii) deposit of the Purchase Consideration (as defined hereunder) and the Sale Consideration
(as defined hereunder) by each of Grasim and the Trust respectively in escrow in
accordance with the Share Escrow Arrangement; and

(iii) the announcement to the public of the Open Offer.

(c) the Open Offer;

(d) the occurrence of all of the following concurrently upon the shareholding of Grasim (along
with that of its associates) in CemCo amounting to at least one share more than 41.5% of the
shares of CemCo:

(i) release of escrow in relation to the CemCo Shares and the Purchase Consideration in
accordance with the Share Escrow Arrangement;

(ii) release of escrow in relation to the L&T Shares and the Sale Consideration in accordance
with the Share Escrow Arrangement; and

(iii) Acquisition of Management Control.

(e) various other matters consequential or otherwise integrally connected herewith, including
the reorganisation of the capital of the Demerged Company; pursuant to Sections 391 to 394
and other relevant provisions of the Act in the manner provided for in this Scheme and in
compliance with the provisions of Section 2(19) AA of the Income Tax Act, 1961.

(F) In order to impart certainty to, and to facilitate, the transactions contemplated herein, the Financial
Institutions holding equity shares in the Demerged Company have expressed their in principle
approval to this Scheme and have indicated that they are agreeable, in principle, to participate in
the Open Offer.

(G) This Scheme is divided into the following parts:

(a) Part I, which deals with the introduction and definitions;

(b) Part II, which deals with the demerger of the Demerged Undertaking from the Demerged
Company to the Resulting Company;

(c) Part III, which deals with the Open Offer Escrow Arrangement (as defined hereunder),
management of the Cement Business, the Open Offer, the Share Escrow Arrangement in
relation to the CemCo Shares and the L&T Shares, and the Acquisition of Management Control;
and

(d) Part IV, which deals with the general terms and conditions applicable to both Parts II and III
of this Scheme.

44
1. DEFINITIONS
In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall
have the following meaning:
(A) “Acquisition of Management Control” means the acquisition of management control of
CemCo by Grasim upon the shareholding of Grasim (along with that of its associates) in
CemCo amounting to at least one share more than 50% of the shares of CemCo or as may be
otherwise agreed or determined;
(B) “Act” means the Companies Act, 1956 and includes any statutory re-enactment or modification
thereof from time to time;
(C) “Appointed Date” means April 1, 2003;
(D) “Awarpur Fund” means The L&T (Awarpur) Provident Fund, care of Larsen & Toubro
Limited, Awarpur Cement Project, P.O. TQ, Korpana, District Chandrapur 442 917 (M.S.)
(E) “CemCo” or the “Resulting Company” means UltraTech CemCo Limited, a company
incorporated under the Act and having its registered office at L&T House, Ballard Estate,
Mumbai - 400 001;
(F) “CemCo Committee” shall have the meaning ascribed to it in Clause 42 hereof;
(G) “CemCo Shares” means such number of equity shares having the face value of Rs. 10/- each
constituting 8.5% of the share capital of CemCo after the Demerger and that are proposed to
be transferred to Grasim by L&T in terms of this Scheme;
(H) “Cement Business” shall have the meaning ascribed to it in Recital A(b) above;
(I) “Cement Business Management Committee” shall have the meaning ascribed to it in Clause
41(b)(ii) hereof;
(J) “Cement Derivatives Business” means the business of all cement derivatives such as readymix
concrete business, precast concrete, concrete products including blocks, building products
made with the use of cement;
(K) “Court” or “High Court” means the High Court of Judicature at Bombay, and shall include
the National Company Law Tribunal as applicable;
(L) “Dakshin Cements” shall have the meaning ascribed to it in Recital B above;
(M) “Demerged Depository” shall have the meaning ascribed to it in Clause 28(a) hereof;
(N) “Demerged Undertaking” means the Cement Business of the Demerged Company, on a
going concern basis, consisting inter alia of:
G 3.0 Million Tonnes Per Annum (“MTPA”) grey cement manufacturing plant at Awarpur,
Korpana Taluka, Chandrapur District in the State of Maharashtra;
G 5.2 MTPA grey cement manufacturing plant at Kovayya Village, Rajula Taluka, Amreli
District, in the State of Gujarat, together with the rights and interest in the jetty situated
at Kovayya;
G 1.9 MTPA grey cement manufacturing plant at Hirmi, Singa Tehsil, Raipur District in
the State of Chattisgarh;
G 1.9 MTPA grey cement manufacturing plant at Tadipatri, Anantapur District in the
State of Andhra Pradesh;
G 46 Mega Watts (“MW”) captive thermal power plant at Awarpur in the State of
Maharashtra;
G 53 MW captive multi-fuel combined cycle power plant at Kovayya in the State of
Gujarat;
G 0.8 MTPA grey cement grinding unit at Jharsuguda, Jharsuguda District in the State of
Orissa;

45
G 1.2 MTPA grey cement grinding unit at Arakkonam, Chitteri Village, Arakkonam, Vellore
District in the State of Tamil Nadu;
G 1.0 MTPA grey cement grinding unit at Raj Band, Durgapur District, in the State of
West Bengal;
G Bulk cement handling terminal at Plot no. 53, Sector 1,
Dronagiri Industrial Area, Navi Mumbai 400 707 in the State of Maharashtra (the “Navi
Mumbai Cement Unit”);
G Bulk cement handling terminal at Beach Road, Panambur, Mangalore 575 010 in the
State of Karnataka (the “Mangalore Cement Unit”);
G Rights to construct a bulk cement handling terminal at Plot A (behind BPT), Willingdon
Island, Cochin Port Trust, Cochin in the State of Kerala; and
G The Demerged Company’s investment comprising 6,91,71,183 equity shares of the
face value of Rs.10/- each in NCCL; and shall mean and include (without limitation):
(a) all assets and property of and required for the Cement Business wherever situate,
whether movable or immovable, tangible or intangible, including all the integrated
cement manufacturing units of the Demerged Company, the cement grinding units,
cement terminals whether situated in India or abroad, plant and machinery,
buildings, offices, capital work-in-progress, rolling stock, current assets (including
inventories, sundry debtors, bills of exchange, loans and advances), vehicles,
D.G. sets, godowns, cement dumps, cement stocks and stores, warehouses,
furniture, fixtures, office equipment, appliances, accessories, power lines, railway
lines and sidings, water pipelines, depots, power plants at the location of the
cement units, right to use jetties and ports, share of any joint assets, and other
facilities and the Premises (as defined hereunder);
(b) all permits, quotas, rights, entitlements, industrial and other licences, bids, tenders,
letters of intent, expressions of interest, development rights (whether vested or
potential and whether under agreements or otherwise), municipal permissions,
approvals, consents, subsidies, tenancies in relation to the office and/or residential
properties for the employees, benefit of any deposits, privileges, all other rights
including sales tax deferrals and exemptions and other benefits, lease rights,
prospecting licenses and mining leases (in each case including the benefit of any
applications made therefor) and the surface rights in relation thereto, receivables,
and liabilities related thereto, licences, powers and facilities of every kind, nature
and description whatsoever, rights to use and avail of telephones, telexes, facsimile
connections and installations, utilities, electricity and other services, provisions
and benefits of all agreements, contracts and arrangements and all other interests
in connection with or relating to the Cement Business;
(c) all earnest moneys and/or security deposits paid by the Demerged Company in
connection with or relating to the Cement Business;
(d) all records, files, papers, engineering and process information, computer
programmes, software licenses (including SAP), drawings, manuals, data,
catalogues, quotations, sales and advertising materials, lists of present and former
customers and suppliers, customer credit information, customer pricing
information, and other records whether in physical or electronic form in connection
with or relating to the Cement Business; and
(e) all present and future liabilities (including contingent liabilities and the Transferred
Liabilities, as defined hereunder) and shall further include any obligations under
any licenses or permits and more particularly the obligations under the Advance
License Scheme and Export Promotion Capital Goods Scheme, appertaining or
relatable to the Cement Business.

46
(O) “Demerger” means the transfer by way of demerger of the Demerged Undertaking of the
Demerged Company to the Resulting Company, and the consequent issue of equity shares by
the Resulting Company to the shareholders of the Demerged Company as set out in Part II
hereof;
(P) “Deposit Agreement” shall have the meaning ascribed to it in Clause 28 hereof;
(Q) “Effective Date” means the last of the dates on which the conditions and matters referred to
in Clause 50 hereof occur or have been fulfilled or waived;
References in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness
of this Scheme” shall mean the Effective Date;
(R) “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;
(S) “GDRs” means global depository receipts issued pursuant to the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme,
1993 and other applicable law, and where relevant shall include the underlying equity shares
relating thereto;
(T) “Governmental Authority” means any applicable central, state or local government,
legislative body, regulatory or administrative authority, agency or commission or any court,
tribunal, board, bureau, instrumentality, judicial or arbitral body having jurisdiction over the
territory of India;
(U) “Grasim” means Grasim Industries Limited, an existing company under the Act and having
its registered office at Birlagram, Nagda, Madhya Pradesh;
(V) “L&T” or the “Demerged Company” means Larsen & Toubro Limited, an existing company
under the Act and having its registered office at L&T House, Ballard Estate, Mumbai 400 001,
and reference to L&T shall include, as applicable, L&T comprising the Remaining Business
after the effectiveness of the Demerger;
(W) “L&T Shares” means such number of fully paid equity shares representing 14.95% of the
paid up equity capital of L&T, held by Grasim and Samruddhi after the Demerger and the
capital reorganisation in terms of this Scheme of Arrangement;
(X) “NCCL” means Narmada Cement Company Limited, a company incorporated under the Act
and having its registered office at Metropolitan, 4th Floor, West Wing, Plot No. C-26/27,
Bandra Kurla Complex, Bandra (East), Mumbai – 51 and engaged in the manufacture and
sale of cement;
(Y) “Net Worth” means the aggregate value of the total assets of the Demerged Undertaking as
on the Appointed Date as reduced by the value of liabilities of the Demerged Undertaking as
appearing in the Opening Financial Statement (as defined hereunder);
(Z) “New Deposit Agreement” shall have the meaning ascribed to it in Clause 28 hereof;
(AA) “New Depository” shall have the meaning ascribed to it in Clause 28 hereof;
(BB) “Offer Letter” shall have the meaning ascribed to it in Clause 45(a) hereof;
(CC) “Offer Price” shall have the meaning ascribed to it in Clause 45(a) hereof;
(DD) “Open Offer” means the open offer to be made by Grasim and/or its associates in terms of
this Scheme, within 120 days of the Effective Date but prior to the listing of the shares of
CemCo to purchase 30% of the share capital of CemCo from the public at the Offer Price
with the object of acquiring management control of CemCo;
(EE) “Open Offer Consideration” shall have the meaning ascribed to it in Clause 40(a)
hereof;

47
(FF) “Open Offer Escrow Agreement” means the agreement(s) to be entered into between
Grasim and the escrow agents proposed to be appointed in relation to the Open Offer
Escrow Arrangement;

(GG) “Open Offer Escrow Arrangement” shall have the meaning ascribed to it in Clause 40
hereof;

(HH) “Opening Financial Statement” means the duly audited opening balance sheet of the
Demerged Undertaking as at the opening of business hours on the Appointed Date, annexed
as Schedule I hereto;

(II) “Premises” means premises listed as Schedule II hereto;

(JJ) “Purchase Consideration” means the aggregate consideration at which Grasim shall
acquire the CemCo Shares in terms of this Scheme;

(KK) “Purchase Price” means the price, being Rs. 342.60 per share, at which Grasim shall
acquire each of the CemCo Shares in terms of this Scheme;

(LL) “Record Date” means the date to be fixed by the Demerged Company for the purpose of
determining the equity shareholders of the Demerged Company to whom shares of the
Resulting Company will be allotted pursuant to this Scheme and for reorganisation of
capital in terms of Section 4 of Part II hereof;

(MM) “Remaining Business” means the business of L&T as set out in Recital A(a) above and
shall include L&T’s trademarks, trade names, brands, patents, copyrights and all other
intellectual property, whether registered or unregistered;

(NN) “Restructuring Agreement” shall have the meaning ascribed to it in Recital D above;

(OO) “Samruddhi” shall have the meaning ascribed to it in Recital C above;

(PP) “Sale Consideration” means the aggregate consideration for which Grasim and Samruddhi
shall sell the L&T Shares to the Trust in terms of this Scheme;

(QQ) “Sale Price” means the price, being Rs. 240 per share, at which each of the L&T Shares
shall be sold to the Trust by Grasim and Samruddhi in terms of this Scheme;

(RR) “Scheme” means this composite Scheme of Arrangement including any modification or
amendment hereto;

(SS) “Series IV Debentures” means the 12.5% fully convertible debentures IV series issued
by L&T in 1989.

(TT) “Share Entitlement Ratio” shall have the meaning ascribed to it in Clause 19 hereof;

(UU) “Share Escrow Arrangement” shall have the meaning ascribed to it in Clause 46 hereof;

(VV) “Share Escrow Agreement” means the agreement(s) to be entered into between Grasim,
L&T, Samruddhi and the Trust and an escrow agent to be appointed in relation to the
Share Escrow Arrangement;

(WW) “Stock Exchanges” means the stock exchanges on which the shares of L&T are listed;

(XX) “Transferred Liabilities” shall have the meaning ascribed to it in Clause 16(a) hereof;
and

(YY) “Trust” means L&T Employee Welfare Foundation, an employee welfare trust established
under the Indian Trusts Act, 1882.

48
2. SHARE CAPITAL
(a) The present share capital structure of the Demerged Company is as follows:
Rs.
Authorised
32,50,00,000 Equity Shares of Rs. 10 each 325,00,00,000
325,00,00,000

Issued
24,90,59,412 Equity Shares of Rs. 10 each fully paid-up 249,05,94,120
Subscribed and Paid-up
24,87,39,591 Equity Shares of Rs. 10 each fully paid-up* 248,73,95,910
* Includes equity shares represented by GDRs.

(b) The present share capital structure of the Resulting Company is as follows:
Rs.
Authorised
3,00,00,000 Equity Shares of Rs. 10 each 30,00,00,000
30,00,00,000
Issued & Subscribed
3,00,00,000 Equity Shares of Rs. 10 each fully
paid-up 30,00,00,000

Paid-up
2,48,77,184 Equity Shares of Rs. 10 each fully
paid-up 24,87,71,840
51,22,816 Equity Shares of Rs. 10 each,
Re. 1 per share paid up 51,22,816
25,38,94,656

PART II – DEMERGER
SECTION 1 - DEMERGED BUSINESS

3. (a) Upon the coming into effect of this Scheme and with effect from the Appointed Date, the
Demerged Undertaking (including all the estate, assets, rights, claims, title, interest and
authorities including accretions and appurtenances of the Demerged Undertaking) shall, subject
to the provisions of this Clause 3 in relation to the mode of vesting and pursuant to Section
394 (2) of the Act and without any further act or deed, be demerged from the Demerged
Company and be transferred to and vested in or be deemed to have been demerged from the
Demerged Company and transferred to and vested in the Resulting Company as a going
concern so as to become as and from the Appointed Date, the estate, assets, rights, claims,
title, interest and authorities of the Resulting Company subject to Section 3 of Part II of this
Scheme in relation to charges thereon in favour of banks and/or financial institutions.
(b) In respect of such of the assets of the Demerged Undertaking as are movable in nature or are
otherwise capable of transfer by delivery of possession, payment or by endorsement and
delivery, the same may be so transferred by the Demerged Company, and shall become the
property of the Resulting Company as an integral part of the Demerged Undertaking.
(c) In respect of such of the assets belonging to the Demerged Undertaking other than those
referred to in sub-clause (b) above, the same shall, as more particularly provided in sub-
clause (a) above, without any further act, instrument or deed, be demerged from the Demerged
Company and transferred to and vested in and/or be deemed to be demerged from the Demerged

49
 Company and transferred to and vested in the Resulting Company on the Appointed Date
pursuant to the provisions of Section 394 of the Act.
(d) All assets acquired by the Demerged Company after the Appointed Date but prior to the
Effective Date for operation of 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 this Scheme.
(e) For the avoidance of doubt, upon coming into effect of this Scheme, all the rights, title,
interest and claims of the Demerged Company in any leasehold properties, including the
mining leases and the prospecting licences (including in each case any applications made
therefor) (the particulars of the mining leases and the prospecting licenses are set out in
Schedule III hereto) of the Demerged Company in relation to the Demerged Undertaking
shall, pursuant to Section 394 (2) of the Act, without any further act or deed, be transferred to
and vested in or be deemed to have been transferred to and vested in the Resulting Company.
4. (a) Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all
contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of
whatsoever nature in relation to the Demerged Undertaking to which the Demerged Company
is a party or to the benefit of which the Demerged Company may be eligible, and which are
subsisting or have effect immediately before the Effective Date, shall continue in full force
and effect on or against or in favour, as the case may be, of the Resulting Company and may
be enforced as fully and effectually as if, instead of the Demerged Company, the Resulting
Company had been a party or beneficiary or obligee thereto.
b) Without prejudice to the other provisions of this Scheme and notwithstanding the fact that
vesting of the Demerged Undertaking occurs by virtue of Part II of this Scheme itself, the
Resulting Company may, at any time after the coming into effect of this Scheme in accordance
with the provisions hereof, if so required under any law or otherwise, execute deeds (including
deeds of adherence), confirmations or other writings or tripartite arrangements with any party
to any contract or arrangement to which the Demerged Company is a party or any writings as
may be necessary to be executed in order to give formal effect to the above provisions. The
Demerged Company will, if necessary, also be a party to the above. The Resulting Company
shall, under the provisions of Part II of this Scheme, be deemed to be authorised to execute
any such writings on behalf of the Demerged Company and to carry out or perform all such
formalities or compliances referred to above on the part of the Demerged Company to be
carried out or performed.
(c) For the avoidance of doubt and without prejudice to the generality of the foregoing, it is
clarified that upon the coming into effect of this Scheme, all consents, permissions, licenses,
certificates, clearances, authorities, powers of attorney given by, issued to or executed in
favour of the Demerged Company in relation to the Demerged Undertaking shall stand
transferred to the Resulting Company as if the same were originally given by, issued to or
executed in favour of the Resulting Company, and the Resulting Company shall be bound by
the terms thereof, the obligations and duties thereunder, and the rights and benefits under the
same shall be available to the Resulting Company. The Resulting Company shall make
applications to any Governmental Authority as may be necessary in this behalf.
(d) It is clarified that if any assets (estate, claims, rights, title, interest in or authorities relating to
such assets) or any contract, 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 to cannot be transferred to the
Resulting Company for any reason whatsoever, the Demerged Company shall hold such
asset or contract, deeds, bonds, agreements, schemes, arrangements or other instruments of
whatsoever nature in trust for the benefit of the Resulting Company, insofar as it is permissible
so to do, till such time as the transfer is effected.
(e) It is clarified that all obligations, liabilities, claims and demands in relation to and arising
from any assignment of the sales tax deferral loans by the Demerged Company pertaining to
any part of the Demerged Undertaking prior to the Appointed Date shall be the sole
responsibility of the Demerged Company and the Resulting Company shall have no liability

50
 or obligation in relation thereto to any person. The Demerged Company hereby undertakes to
fully indemnify the Resulting Company from all claims and demands made on the Resulting
Company in regard thereto.
5. All the assets and liabilities of the Demerged Undertaking shall be transferred to the Resulting
Company at the values appearing in the books of the Demerged Company immediately before the
Demerger and which are set forth in the Opening Financial Statement.
6. (a) It is clarified that, upon the coming into effect of this Scheme, the following debts, liabilities,
duties, and obligations of the Demerged Company (as on the Appointed Date) and being a
part of the Demerged Undertaking shall, without any further act or deed, be and stand
transferred to and be deemed to be transferred to the Resulting Company to the extent that
they are outstanding as on the Effective Date, and shall become the debts, liabilities, duties
and obligations of the Resulting Company which shall meet, discharge and satisfy the same:
(i) the liabilities which arose out of the activities or operations of the Demerged Undertaking
and which are more particularly specified in Schedule IV hereto; and
(ii) the general or multipurpose borrowings of the Demerged Company the amount of which
in the aggregate stands in the same proportion which the value of the assets (being the
fixed assets, investments, gross current assets) transferred to the Resulting Company
bears to the assets of the Demerged Company on the Appointed Date. The amount of
the general or multipurpose borrowings which are transferred on this basis are more
particularly specified in Schedule V hereto.
(b) Where any of the debts, liabilities, duties and obligations of the Demerged Company as on the
Appointed Date deemed to be transferred to the Resulting Company have been discharged by
the Demerged Company after the Appointed Date and prior to the Effective Date, such discharge
shall be deemed to have been for and on account of the Resulting Company and all loans raised
and used and all liabilities and obligations incurred by the Demerged Company for the operations
of the Demerged Undertaking after the Appointed Date and prior to the Effective Date, subject
to the terms of this Scheme, shall be deemed to have been raised, used or incurred for and on
behalf of the Resulting Company and to the extent they are outstanding on the Effective Date,
shall also without any further act or deed be and stand transferred to and be deemed to be
transferred to the Resulting Company and shall become the debts, liabilities, duties and
obligations of the Resulting Company which shall meet discharge and satisfy the same.
7. (a) Upon the coming into effect of this Scheme, 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 any time thereafter and in each case relating to the Demerged
Undertaking shall be continued and enforced by or against the Resulting Company after the
Effective Date. The Demerged Company shall in no event be responsible or liable in relation
to any such legal or other proceedings against the Resulting Company. The Resulting Company
shall be added as party to such proceedings and shall prosecute or defend such proceedings
in co-operation with the Demerged Company. A list of the legal, taxation and other proceedings
by or against the Demerged Company and relating to the Demerged Undertaking pending as
on the date of filing this Scheme has been separately agreed between the Demerged Company
and the Resulting Company.
(b) If proceedings are taken against the Demerged Company in respect of the matters referred to
in sub-clause (a) above, it shall defend the same in accordance with the advice of the Resulting
Company and at the cost of the Resulting Company, and the latter shall reimburse and
indemnify the Demerged Company against all liabilities and obligations incurred by the
Demerged Company in respect thereof.
(c) The Resulting Company undertakes to have all legal or other proceedings initiated by or
against the Demerged Company referred to in sub-clause (a) above transferred to its name as
soon as is reasonably possible after the Effective Date and to have the same continued,
prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged
Company. Both companies shall make relevant applications in that behalf.

51
8. The Demerged Company, with effect from the Appointed Date and up to and including the Effective
Date:
(a) subject to Clause 41 hereof, shall be deemed to have been carrying on and to be carrying on
all business and activities relating to the Demerged Undertaking and stand possessed of all
the estates, assets, rights, title, interest, authorities, contracts, investments and strategic
decisions of the Demerged Undertaking for and on account of, and in trust for, the Resulting
Company;
(b) all profits accruing to the Demerged Company, or losses arising or incurred by it (including
the effect of taxes if any thereon), relating to the Demerged Undertaking for the period after
the Appointed Date based on the audited accounts of the Demerged Company shall for all
purposes, be treated as the profits or losses, as the case may be, of the Resulting Company;
and
(c) the Demerged Company shall carry on the Remaining Business in terms of Clause 15 of this
Scheme distinctly and as a separate business from the Demerged Undertaking.
9. Subject to Clause 41 hereof, the Demerged Company undertakes that it will preserve and carry on
the business of the Demerged Undertaking including that of Dakshin Cements and the business of
NCCL with reasonable diligence and business prudence and shall not undertake financial
commitments on behalf of Dakshin Cements or NCCL or sell, transfer, alienate, charge, mortgage,
or Encumber the Demerged Undertaking or any part thereof unless the prior written consent of the
board of directors of the Resulting Company has been obtained in relation to any of the above, and
agrees that it shall not make any decisions or undertake any business outside the capital expenditure
plan and such other plans as have been approved by the board of directors of the Demerged Company
without the prior written consent of the board of directors of the Resulting Company.
10. From the date of filing of this Scheme with the High Court and upto and including the Effective
Date, the Demerged Company shall not, except in respect of options that may be exercised in terms
of L&T’s employees stock option scheme(s) and conversion of Series IV Debentures to such extent
as may be agreed and save as provided herein, make any change in its capital structure in any
manner either by any increase (including by way of issue of equity and/or preference shares on a
rights basis or by way of a public issue, bonus shares and/or convertible debentures or otherwise),
decrease, reduction, reclassification, sub-division, consolidation, re-organisation, or in any other
manner which may, in any way, affect the Share Entitlement Ratio, except with the prior approval
of the board of directors of the Resulting Company and Grasim.
11. (a) Upon the coming into effect of this Scheme, all permanent employees of the Demerged
Company engaged in the Demerged Undertaking as on such date shall become the permanent
employees of the Resulting Company, and, subject to the provisions hereof, on terms and
conditions not less favourable than those on which they are engaged in the Demerged
Undertaking and without any interruption of service as a result of the transfer of the Demerged
Undertaking. A list of the employees relating to the Demerged Undertaking employed by the
Demerged Company as on the date of filing this Scheme has been separately agreed between
the Demerged Company and the Resulting Company. The Resulting Company agrees that for
the purpose of payment of any compensation, gratuity and other terminal benefits, the past
services of such employees with the Demerged Company shall also be taken into account,
and agrees and undertakes to pay the same as and when payable.
(b) In so far as the existing gratuity fund and pension and/or superannuation fund trusts (including
senior officers superannuation fund) and retirement fund or benefits created by the Demerged
Company for its employees (including employees of the Demerged Undertaking) are
concerned, such proportion of the investments made by the funds which is referable to the
employees of the Demerged Company who are being transferred to the Resulting Company
in terms of sub clause (a) above shall be held for their benefit pursuant to this Scheme in the
manner provided hereinafter. In the event that the Resulting Company has its own funds in
respect of any of the funds referred to above, such investments shall, subject to the necessary
approvals and permissions, be transferred to the relevant funds of the Resulting Company. In
the event that the Resulting Company does not have its own fund in respect of any of the
aforesaid matters, the Resulting Company may, subject to necessary approvals and permissions,

52
 continue to contribute in respect of the employees engaged in the Demerged Undertaking to
the relevant funds of the Demerged Company, until such time that the Resulting Company
creates its own fund, at which time the investments and contributions pertaining to the
employees of the Demerged Undertaking shall be transferred to the funds created by the
Resulting Company.
(c) Insofar as the existing provident fund created by the Demerged Company for its employees
(including the employees of the Demerged Undertaking) is concerned, the balance outstanding
to the credit with respect to the employees of the Demerged Company who are being transferred
to the Resulting Company in terms of sub-clause (a) above shall be transferred to the Awarpur
Fund which has been established by the Demerged Company. The Demerged Company shall
transfer such proportion of the investments made by the provident fund created by the
Demerged Company for its employees which is referable to the employees of the Demerged
Undertaking. Upon the coming into effect of this Scheme, the Awarpur Fund shall be for the
benefit of the employees who are being transferred to the Resulting Company in the manner
provided hereinafter.
(d) (i) In respect of the stock options and the stock appreciation rights granted by the Demerged
Company under the employees’ stock options scheme or the stock appreciation rights
scheme, as the case may be, to employees of the Demerged Undertaking which have
not been exercised as of the date of filing of this Scheme and are outstanding (the
“L&T Schemes”), the Demerged Company shall settle such L&T Schemes, and the
Resulting Company shall have no obligation to issue options in lieu of the L&T Schemes.
The Resulting Company shall have no obligation to issue any stock options or stock
appreciation rights to the employees relating to the Demerged Undertaking transferred
to the Resulting Company in terms of this Scheme.
(ii) For the avoidance of doubt it is hereby clarified that:
(A) upon the coming into effect of this Scheme, the options granted, under and pursuant
to the employee stock option scheme to the employees of the Demerged Company,
would be suitably re-priced as a result of the Demerger;
(B) consequently, the options granted but not exercised, up to the date of the approval
of the Scheme by the shareholders and creditors of the Demerged Company and
the Resulting Company, shall not be eligible to receive equity shares issued by
the Resulting Company in terms of this Scheme; and
(C) the Series IV Debentures which have been forfeited for non-payment of allotment
and/or call monies shall not be entitled to any equity shares of the Demerged
Company and the Resulting Company.
12. (a) The transfer and vesting of the assets, liabilities and obligations of the Demerged Undertaking
under Clause 3 hereof and the continuance of the proceedings by or against the Resulting
Company under Clause 7 hereof shall not affect any transaction or proceedings already
completed by the Demerged Company on or before the Appointed Date to the end and intent
that, subject to Clause 9, the Resulting Company accepts all acts, deeds and things done and
executed by and/or on behalf of the Demerged Company as acts, deeds and things done and
executed by and on behalf of the Resulting Company.
(b) All transactions between Demerged Company and the Resulting Company from the Appointed
Date and upto and including the Effective Date shall be completed on an arms length basis on
such terms as may be mutually agreed to between the Demerged Company and the Resulting
Company.

SECTION 2 – REMAINING BUSINESS

13. The Remaining Business and all the assets, liabilities and obligations pertaining thereto shall continue
to belong to and be vested in and be managed by the Demerged Company subject to Section 3 of
this Part II of this Scheme in relation to charges thereon in favour of banks, financial institutions
and trustees for the debenture-holders.

53
14. (a) 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 Remaining Business (including those relating to any property,
right, power, liability, obligation or duties of the Demerged Company in respect of the
Remaining Business) shall be continued and enforced by or against the Demerged Company
after the Effective Date, which shall keep the Resulting Company fully indemnified in that
behalf. The Resulting Company shall in no event be responsible or liable in relation to any
such legal or other proceeding against the Demerged Company.
(b) If proceedings are taken against the Resulting Company in respect of the matters referred to
in sub-clause (a) 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.
15. With effect from the Appointed Date and up to and including the Effective Date:
(a) the Demerged Company shall carry on and shall be deemed to have been carrying on all
business and activities relating to the Remaining Business for and on its own behalf;
(b) all profits accruing to the Demerged Company thereon or losses arising or incurred by it
(including the effect of taxes, if any, thereon) relating to the Remaining Business shall, for all
purposes, be treated as the profits or losses, as the case may be, of the Demerged Company.

SECTION 3 - LIABILITIES
16. LOANS, DEBENTURES AND RELATED SECURITY
(a) In so far as loans and debentures (whether convertible into equity shares or not) of the
Demerged Company are concerned, the loans, borrowings and debentures listed in Schedule
IV and such of the general or multipurpose loans, debentures and liabilities listed in Schedule
V which are to be transferred to the Resulting Company in terms of this Part II (the
“Transferred Liabilities”) being a part of the Demerged Undertaking shall, upon coming
into effect of this Scheme and subject to sub-clause (b) below, without any further act or
deed, become loans, borrowings and debentures of the Resulting Company, and all rights,
powers, duties and obligations in relation thereto shall be and stand transferred to and vested
in and shall be exercised by or against the Resulting Company as if it had entered into such
loans, incurred such borrowings or issued such debentures.
(b) In so far as the existing security in respect of the Transferred Liabilities (more particularly set
out in Schedule IV and Schedule V) is concerned, such security shall, without any further act,
instrument or deed be modified and shall be extended to and shall operate only over the assets
comprised in the Demerged Undertaking which have been charged and secured in respect of
the Transferred Liabilities as transferred to the Resulting Company pursuant to Part II of this
Scheme. Provided that if any of the assets comprised in the Demerged Undertaking which
are being transferred to the Resulting Company pursuant to Part II of this Scheme have not
been charged or secured in respect of the Transferred Liabilities, such assets shall remain
unencumbered and the existing security referred to above shall not be extended to and shall
not operate over such assets. The absence of any formal amendment which may be required
by a lender or third party shall not affect the operation of the above.
(c) In so far as the Transferred Liabilities which have been secured only by the assets of the
Remaining Business are concerned, it is clarified that the Resulting Company shall create
adequate security equivalent to the value of the security over the assets of the Remaining
Business in respect of the Transferred Liabilities, and such security shall extend to and operate
over the assets of the Demerged Undertaking that are being transferred to the Resulting
Company pursuant to this Scheme.
(d) In so far as the assets comprising the Remaining Business are concerned, the security over
such assets relating to the Transferred Liabilities are concerned, the same shall, without any

54
 further act, instrument or deed be released and discharged from the obligations and security
relating to the same. The absence of any formal amendment which may be required by a
lender or third party shall not affect the operation of the above.
(e) Further, in so far as the assets comprised in the Demerged Undertaking are concerned, the
security and charge over such assets relating to any loans or debentures which are not
transferred pursuant to this Scheme (and which shall continue with the Demerged Company),
shall without any further act or deed be released from such encumbrance and shall no longer
be available as security in relation to such liabilities.
(f) Without any prejudice to the provisions of the foregoing clauses and upon the effectiveness
of this Scheme, the Demerged Company and the Resulting Company shall execute any
instruments or documents or do all the acts and deeds as may be required, including the filing
of necessary particulars and/or modification(s) of charge, with the Registrar of Companies,
Maharashtra respectively to give formal effect to the above provisions, if required.
(g) The Demerged Company and the Resulting Company shall enter into and execute such further
deeds, documents or writings as may be required to give effect to the provisions of this
Clause 16.
(h) Upon the coming into effect of this Scheme, the Resulting Company alone shall be liable to
perform all obligations in respect of the Transferred Liabilities, and the Demerged Company
shall not have any obligations in respect of the Transferred Liabilities, and the Resulting
Company shall indemnify the Demerged Company in this behalf.
(i) The listed debentures constituting part of the Transferred Liabilities shall be listed and/or
admitted to trading on the relevant stock exchange(s) in India, where the existing debentures
of the Demerged Company are listed and/or admitted to trading.
(j) It is expressly provided that, save as mentioned in this Clause 16, no other term or condition
of the Transferred Liabilities is modified by virtue of this Scheme except to the extent that
such amendment is required by necessary implication.
(k) Subject to the necessary consents being obtained, if required, in accordance with the terms of
this Scheme, the provisions of this Clause 16 shall operate, notwithstanding anything to the
contrary contained in any instrument, deed or writing or the terms of sanction or issue or any
security document; all of which instruments, deeds or writings shall stand modified and/or
superseded by the foregoing provisions.

SECTION 4 - REORGANISATION OF CAPITAL

17. The provisions of this Section shall operate notwithstanding anything to the contrary in this Scheme.
18. In consideration of the provisions of Part II of this Scheme and as an integral part of this Scheme,
the share capital of the Demerged Company and the Resulting Company shall be restructured and
reorganised in the manner set out in Clauses 19 to 35 below.
19. Upon the Effective Date and in consideration of the Demerger, including the transfer and vesting of
the Demerged Undertaking in the Resulting Company pursuant to Part II of this Scheme, the Resulting
Company shall, without any further act or deed, issue and allot to each member of the Demerged
Company whose name is recorded in the register of members of the Demerged Company on the
Record Date, in the ratio of 2 equity shares in the Resulting Company of Rs. 10/- each credited as
fully paid-up for every 5 equity shares of Rs.10/- each fully paid up held by such member in the
Demerged Company (the “Share Entitlement Ratio”).
20. The shares issued to the members of the Demerged Company pursuant to Clause 19 above shall be
issued in dematerialised form by the Resulting Company, unless otherwise notified in writing by
the shareholders of the Demerged Company to the Resulting Company on or before such date as
may be determined by the board of directors of the Resulting Company or a committee thereof. In
the event that such notice has not been received by the Resulting Company in respect of any of the
members of the Demerged Company, the shares shall be issued to such members in dematerialised
form provided that the members of the Demerged Company shall be required to have an account

55
 with a depository participant and shall provide details thereof and such other confirmations as may
be required. It is only thereupon that the Resulting Company shall issue and directly credit the
dematerialised securities to the account of such member with the shares of the Resulting Company.
In the event that the Resulting Company has received notice from any member that shares are to be
issued in certificate form or if any member has not provided the requisite details relating to the
account with a depository participant or other confirmations as may be required, then the Resulting
Company shall issue shares in certificate form to such member.
21. Equity shares to be issued by the Resulting Company pursuant to Clause 19 in respect of such of
the equity shares of the Demerged Company which are held in abeyance shall also be kept in
abeyance.
22. 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, the Resulting Company shall not issue
fractional share certificates to such member but shall instead consolidate all such fractional
entitlements to which the members of the Demerged Company may be entitled on the issue and
allotment of equity shares of the Resulting Company, and thereupon issue and allot consolidated
equity shares to a trustee nominated by the Resulting Company in that behalf.
23. The trustee nominated by the Resulting Company under Clause 22 above shall, at its discretion,
either tender such shares in the Open Offer or sell such shares in the open market and distribute the
net sale proceeds (after deduction of the expenses incurred) to the shareholders respectively entitled
to the same in proportion to their fractional entitlements.
24. 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 or any committee thereof of the
Demerged Company shall be empowered in appropriate cases, prior to or even subsequent to the
Record Date, to effectuate such a transfer in the Demerged Company as if such changes in registered
holder were operative as on the Record Date, in order to remove any difficulties arising to the
transferor of the share in the Resulting Company and in relation to the shares issued by the Resulting
Company after the effectiveness of this Scheme. The board of directors of the Demerged Company
shall be empowered to remove such difficulties as may arise in the course of implementation of this
Scheme and registration of new members in the Resulting Company on account of difficulties
faced in the transaction period.
25. The equity shares to be issued and allotted by the Resulting Company in terms of Clause 19 above
shall rank pari passu in all respects with the existing equity shares of the Resulting Company.
26. Equity shares of the Resulting Company issued in terms of Clause 19 above and equity shares of
the Resulting Company that have been issued to the Demerged Company at the time of incorporation
and are being held by the Demerged Company, shall be listed and/or admitted to trading on the
relevant stock exchange/s in India, where the equity shares of the Demerged Company are listed
and/or admitted to trading as on the Effective Date.
27. Unless otherwise determined by the board of directors or any committee thereof of the Demerged
Company and the board of directors or any committee thereof of the Resulting Company, issuance
of shares in terms of Clause 19 of this Part shall be done within 40 days from the Effective Date.
28. (a) Upon the coming into effect of this Scheme, and the issue of shares in the Share Entitlement
Ratio by the Resulting Company pursuant to the provisions of Clause 19, the Resulting
Company shall issue to the depository or a custodian on its behalf (the “New Depository”),
appointed by the Resulting Company pursuant to a deposit agreement entered into between
the Resulting Company and the New Depository (the “New Deposit Agreement”), an
appropriate number of underlying shares in accordance with the Share Entitlement Ratio and
procure that the New Depository shall issue GDRs with respect to the Resulting Company to
(i) the depository that issued the GDRs with respect to the Demerged Company (the
“Demerged Depositary”) so that it may distribute them to the existing holders of the GDRs
of the Demerged Company in an appropriate manner in accordance with the terms of the
deposit agreement entered into between the Demerged Company and that depository (the
“Deposit Agreement”) or (ii) directly to the existing holders of GDRs of the Demerged
Company as instructed by the Demerged Company or the Demerged Depository.

56
 (b) The Resulting Company, the New Depository, the Demerged Company and/or the Demerged
Depository shall enter into such further documents and may take such further actions, including
but not limited to amending the Deposit Agreement, disseminating certain notices, certifications
and information to existing GDR holders and providing the New Depository with certain
information relating to the existing GDR holders, all as may be necessary and appropriate in
this behalf, which shall contain all detailed terms and conditions with respect to such issue of
GDRs of the Resulting Company.
(c) In lieu of issuing GDRs with respect to the Resulting Company, the Resulting Company may
determine that it is in its best interest to allot the shares to a trustee that will either tender such
shares in the Open Offer or sell such shares in the open market in terms of Clause 23 of this
Scheme and distribute the net sale proceeds after the deduction of expenses incurred to the
existing GDR holders. Such determination shall be at the sole discretion of the Resulting
Company.
29. The GDRs issued pursuant to Clause 28 above shall not be listed unless required by any regulations,
laws or permits, in which event the same may be listed in the Luxembourg Stock Exchange and the
Resulting Company shall take such additional steps and do all such acts, deeds and things as may
be necessary for purposes of listing the GDRs.
30. The GDRs and the equity shares underlying the GDRs issued to the New Depository or a custodian
on its behalf will not be registered under the Securities Act of 1933, as amended, of the United
States of America (the “Securities Act”) and will not be registered, approved or qualified under
any other laws unless the Resulting Company elects to do so. If required to register or qualify under
the Securities Act or other laws, the Resulting Company may elect, in its sole discretion, to cash out
existing GDR holders by treating the shares underlying the Resulting Company’s GDRs as fractional
shares pursuant to Clause 31 below.
31. If, on account of the Share Entitlement Ratio, fractional GDRs of the Resulting Company have to
be issued, then in lieu of delivering fractional receipts, either (i) the New Depository shall instruct
the custodian to deliver the shares represented by the fractional GDRs to the trustee nominated by
the Resulting Company under Clause 22 above, so that the trustee, at its discretion, may either
tender such shares in the Open Offer or sell such shares in the open market and distribute the net
sales proceeds (after deduction of the expenses incurred) to the shareholders entitled to the same
inproportion to their fractional entitlements in terms of Clause 23 above or (ii) the Demerged
Depository, in accordance with the provisions of the Deposit Agreement, may, in its discretion, sell
the shares represented by the aggregate of such fractions, at public or private sale, at such place or
places and at such price or prices as it may deem proper, and distribute the net proceeds of any such
sale in accordance with the terms of the Deposit Agreement.
32. The provisions of the New Deposit Agreement with respect to GDRs issued in relation to the equity
shares to the existing GDR holders of the Demerged Company pursuant to Clause 28 shall, subject
to the provisions of this Scheme, be similar in all material respects with the provisions of the
Deposit Agreement with respect to existing GDRs of the Demerged Company, provided that the
Resulting Company may agree with the New Depository to such variations as it shall consider in its
absolute discretion to be justified by changes in law, regulations or practice or otherwise not to be
materially prejudicial to the interests of the holders of the GDRs.
33. (a) As an integral part of the Scheme, and, upon the coming into effect of this Scheme, with
effect from the Appointed Date, the issued, subscribed and paid-up capital of the Demerged
Company shall be reorganised as follows:
(i) The issued, subscribed and paid up capital of the Demerged Company shall be reduced
by Rs.223,86,56,318/- (Rupees Two Hundred and Twenty Three Crores Eighty Six
Lacs Fifty Six Thousand Three Hundred and Eighteen Only) as being no longer
represented by assets of the Demerged Company and such reduction shall be effected
by reducing the face value of the equity shares of the Demerged Company from Rs.10/-
per equity share to Re.1/- per equity share.
(ii) Simultaneously with the reduction of share capital of the Demerged Company in
accordance with sub-clause (i) above, 24,87,39,591 equity shares (including equity

57
 shares represented by GDRs) of the reduced face value of Re.1/- each shall be
consolidated into 12,43,69,796 equity shares of Rs.2/- each fully paid-up. Accordingly,
the Demerged Company shall issue, to its shareholders (including the custodian, on
behalf of the GDR holders), 1 equity share of the face value of Rs.2/- fully paid-up for
every 2 equity shares of the face value of Rs.10/- each fully paid-up.
(iii) In case any equity shareholders’ holding in the Demerged Company is such that the
equity shareholders become entitled to a fraction of an equity share, the Demerged
Company shall not issue fractional share certificates to such equity shareholders but
shall instead consolidate all such fractional share certificates to which the equity
shareholders of the Demerged Company shall be entitled on account of reorganization
of the capital in terms of sub-clause (ii) above and thereupon issue consolidated equity
shares to a trustee nominated by the Demerged Company in that behalf.
(iv) The trustee nominated by the Demerged Company under sub-clause (iii) above shall
sell such shares in the open market and distribute the net sale proceeds (after deduction
of expenses incurred) to the shareholders respectively entitled to the same in proportion
to their fractional entitlements.
(b) The capital clause of the Memorandum of Association of the Demerged Company and Article
4 of the Articles of Association of the Demerged Company shall, upon the coming into effect
of this Scheme and without any further act or deed, respectively be replaced by the following
clauses:

MEMORANDUM OF ASSOCIATION
“V. The Authorised Capital of the Company is Rs.325,00,00,000/- (Rupees three hundred twenty
five crores) divided into 162,50,00,000/- (One hundred sixty two crore fifty lacs) Equity
Shares of Rs.2/- each with power to the Company to increase or reduce the said capital and to
issue any part of its capital, original or increased, with or without any preference, priority or
special privilege or subject to any postponement of rights, or to any conditions or restrictions
or as redeemable preference shares and so that unless the conditions of issue shall otherwise
expressly declare every issue of shares whether declared to be preference or otherwise, shall
be subject to the power hereinbefore contained, but, upon any increase in capital, new shares
with preferential, deferred, qualified or special rights, privileges or conditions attached thereto,
may not be issued so as to prejudice the then existing preferential shares, redeemable or
otherwise.”

ARTICLES OF ASSOCIATION
“4. The Authorised Capital of the Company is Rs.325,00,00,000/- (Rupees Three hundred twenty
five crores) divided into 162,50,00,000 (One hundred sixty two crore fifty lacs) Equity Shares
of Rs.2/- each.”
34. (a) As an integral part of the Scheme, 51,22,186 equity shares of Rs.10/- each of the Resulting
Company in respect of which only Re.1/- is paid up on the Effective Date shall be extinguished
on the Effective Date and the amount paid thereon shall be refunded to the respective
shareholders of the Resulting Company and the paid up equity share capital of the Resulting
Company shall stand reduced accordingly.
(b) The capital clause of the Memorandum of Association of the Resulting Company and Article
3 of the Articles of Association of the Resulting Company shall, upon the coming into effect
of this Scheme and without any further act or deed, be replaced by the following clause:

MEMORANDUM OF ASSOCIATION
“The authorized share capital of the Company is Rs.130,00,00,000/- (Rupees One Hundred and
Thirty Crores Only) divided into 13,00,00,000 (Thirteen Crore) equity shares of Rs.10/- (Rupees
Ten) each, with the rights, privileges and conditions attached thereto with the power to vary, modify
or abrogate such rights, privileges and conditions as may be provided by the Articles of Association

58
 of the Company for the time being. The Board of Directors shall have the power to classify as and
when required the shares as equity or preference shares and attach thereto respectively such
preferential, deferred, qualified or special rights, privileges and conditions and also the power to
increase or reduce the capital of the Company as may be determined in accordance with the Articles
of Association of the Company.”

ARTICLES OF ASSOCIATION
“The share capital of the company shall be Rs.130,00,00,000/- (Rupees One Hundred and Thirty
Crores Only) divided into 13,00,00,000 (Thirteen Crore) equity shares of Rs.10/- (Rupees Ten)
each with the power to increase or reduce such capital from time to time in accordance with the
regulations of the company and the legislative provisions for the time being in force in this behalf
and with the power also to divide the shares in the capital for the time being into equity share
capital and preference share capital and to attach thereto respectively any preferential, qualified or
special rights, privileges or conditions.”
35. The registered office of the Resulting Company shall be shifted to Awarpur (or any other place in
Maharashtra) after the Effective Date, and the Resulting Company shall take such action as may be
necessary and shall file the necessary applications and forms with the Regional Director and/or the
Registrar of Companies in this regard.

SECTION 5 - GENERAL TERMS & CONDITIONS

36. (a) Upon the coming into effect of this Scheme, certain specified reserves and the share capital
account of the Demerged Company shall stand reduced as follows :
(i) Debenture Redemption Reserve Account – Rs. 177.46 Crores (One Hundred and Seventy
Seven Crores Forty Six Lacs Only);
(ii) Cash Subsidy Reserve – Rs. 0.25 Crores (Rupees Twenty Five Lacs only);
(iii) General Reserve – Rs. 875.78 Crores (Rupees Eight Hundred and Seventy Five Crores
Seventy Eight Lacs Only);
(iv) Securities Premium Account – Rs. 1287.63 Crores (Rupees One Thousand Two Hundred
and Eighty Seven Crores Sixty Three Lacs Only); and
(v) Share Capital – Rs. 24.87 Crores (Rupees Twenty Four Crores Eighty Seven Lacs Only).
After accounting for the excess of the assets over the liabilities of the Demerged
Undertaking being transferred to the Resulting Company.
(b) Upon the coming into effect of this Scheme:
(i) An amount equal to Rs. 122.54 Crores (Rupees One Hundred and Twenty Two Crores
and Fifty Four Lacs Only), towards the Debenture Redemption Reserve relating to
transferred debentures in the books of the Demerged Company shall be credited by the
Resulting Company to its Debenture Redemption Reserve Account; and
(ii) An amount equal to Rs. 0.10 Crores (Rupees Ten Lacs Only), towards the Capital
Subsidy Reserve in the books of the Demerged Company shall be credited by the
Resulting Company to its Capital Subsidy Account.
(iii) The balance amount of Rs.771.22 Crores (Rupees Seven Hundred and Seventy One
Crores Twenty Two Lacs Only) being the amount representing the excess of the net
assets (after deducting the liabilities) transferred by the Demerged Company to the
Resulting Company over the aggregate face value of the share capital issued by the
Resulting Company shall be credited to the General Reserve in the books of the Resulting
Company.
37. (a) The Demerged Company and the Resulting Company shall be entitled to declare and pay
dividends, whether interim or final, to their respective shareholders in respect of the accounting
period prior to the Effective Date.

59
 (b) The equity shares of the Resulting Company to be issued and allotted to the equity shareholders
of the Demerged Company as provided in Clause 19 hereof shall be entitled to dividends
from the Appointed Date. The holders of the shares of the Demerged Company and the
Resulting 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.
(c) It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling
provisions only and shall not be deemed to confer any right on any member of the Demerged
Company and/or the Resulting Company to demand or claim any dividends which, subject to
the provisions of the said Act, shall be entirely at the discretion of the respective boards of
directors of the Demerged Company and the Resulting Company and subject to the approval
of the shareholders of the Demerged Company and the Resulting Company respectively.
38. (a) The Resulting Company shall have the right to use the “L&T Cement” brand for a period of
seven (7) months from the Effective Date. In computing the said period, the intervening
monsoon months (being the months of July, August and September) shall be excluded such
that the Resulting Company will have not more than ten (10) months in the aggregate within
which to complete the brand transition. For this purpose, the Demerged Company shall enter
into an arrangement (whether in the form of a licensing agreement or otherwise) pursuant to
which the Demerged Company shall license the “L&T Cement” brand to the Resulting
Company for a token fee and on such terms and conditions as may be mutually agreed to
between the Demerged Company and the Resulting Company.
(b) The Resulting Company shall be entitled to engage in all or any part of the Cement Derivatives
Business.
39. (a) The Demerged Company and the Resulting Company shall enter into transitional arrangements
(on the same basis as currently adopted for Cement Business) in respect of premises that are
leased to the Demerged Company and partly occupied by the Demerged Undertaking.
(b) In respect of the office premises which are owned by the Demerged Company but used partly
or fully by the Demerged Undertaking, the Demerged Company and the Resulting Company
shall enter into a transitional arrangement (by way of lease or sublease or otherwise) in terms
of which the Resulting Company shall be entitled to use such premises on commercial terms
to be mutually agreed.

PART III – OPEN OFFER ESCROW ARRANGEMENT, MANAGEMENT OF THE CEMENT

BUSINESS, SHARE ESCROW ARRANGEMENT, OPEN OFFER, PURCHASE AND SALE OF
THE CEMCO SHARES, SALE AND PURCHASE OF THE L&T SHARES AND ACQUISITION
OF MANAGEMENT CONTROL
SECTION 1 – OPEN OFFER ESCROW ARRANGEMENT

40. (a) Grasim shall deposit the consideration for the Open Offer in escrow with an escrow agent (to
be appointed in terms of the Open Offer Escrow Agreement) in the following manner:
(i) deposit of an amount equal to 10% of the gross value of the Open Offer within 1
business day of filing of this Scheme of Arrangement before the High Court;
(ii) deposit of an amount equal to the remaining 90% of the gross value of the Open Offer
within 90 days of the date of filing of the report by the chairman of the meeting of
L&T’s shareholders and creditors, approving this Scheme.
The aggregate of the amounts deposited pursuant to sub-clauses (i) and (ii) above is hereinafter
referred to as the “Open Offer Consideration”.
(b) On the announcement being made to the public in relation to the Open Offer, the Open Offer
Consideration together with the interest, if any, accrued on the same till the making of the
public announcement shall be appropriated to an escrow account maintained by a designated
investment banker or such other person nominated by Grasim (to be appointed in terms of the
Open Offer Escrow Agreement) on an interest earning basis, and shall be held in escrow by

60
 such person until the completion of the Open Offer, and shall be distributed to the successful
offerees of the Open Offer in accordance with the terms of the offer letter.
(c) The amounts held in escrow pursuant to sub clauses (a) and (b) above shall be invested as
provided in the Open Offer Escrow Agreement.
(d) The interest earned on the amount of the Open Offer Consideration held in escrow or invested
in accordance with the Open Offer Escrow Agreement shall accrue on a proportionate basis
to the successful offerees of the Open Offer. In the event that the Open Offer is not fully
subscribed, the distribution of interest to the successful offerees will be limited pro rata to the
extent of subscription to the Open Offer. It is clarified that such interest shall not be considered
as an increase in the Offer Price.
The arrangements set out in sub sections (a), (b), (c) and (d) above shall hereinafter be referred
to as the “Open Offer Escrow Arrangement”.

SECTION 2 – MANAGEMENT OF THE CEMENT BUSINESS

41. (a) Until the deposit of the Open Offer Consideration in escrow, the Cement Business would be
managed by the board of directors of Demerged Company supported by an Operations
Committee consisting of three representatives each from the Demerged Company and Grasim
which would function solely for the purpose of reviewing and overseeing the business of the
Demerged Undertaking.
(b) (i) Upon the deposit of 10% of the Open Offer Consideration in escrow in accordance
with Clause 40(a)(i) above, one nominee of Grasim shall be invited to be a member of
the board of directors of CemCo;
(ii) Upon the deposit of the entire Open Offer Consideration in terms of Clause 40(a) above,
the operations committee referred to in Clause 41(a) above shall stand dissolved and
the board of directors of the Demerged Company shall constitute a sub-committee of
the Board of Directors called the Cement Business Management Committee (the
“Cement Business Management Committee”) comprising of the following directors
of the Demerged Company: (A) Mr. Kumarmangalam Birla (who shall be the chairman
of the Cement Business Management Committee), (B) Mrs. Rajashree Birla, (C) 2
nominees of the Financial Institutions, and (D) 2 executive directors of the Demerged
Company. In the event of a vacancy in the office of the directors mentioned in (A) and
(B) above, such vacancy shall be filled by the nominees of Grasim who fill the vacancy
on the board of directors of the Demerged Company.
(iii) 4 key executives of the Cement Business of the Demerged Company and 1 nominee of
Grasim on the board of directors of the Resulting Company shall be permanent invitees
on the Cement Business Management Committee.
(iv) The Cement Business Management Committee shall oversee the day to day operations
of the Cement Business subject to the overall superintendence and control of the board
of directors of the Demerged Company till the Effective Date.
(iv) The Cement Business Management Committee shall meet as often as its Chairman
deems fit for the proper conduct of the Cement Business, but shall meet at least two
times each month.
(v) Any activity undertaken by the Cement Business in accordance with a decision of the
Cement Business Management Committee in relation to which both nominees of Grasim
on the Cement Business Management Committee have voted affirmatively shall not be
considered to be in breach of the Demerged Company’s obligation to carry on the
cement business in trust for the Resulting Company.
42. Upon the Effective Date, the board of directors of CemCo shall be reconstituted so as to mirror the
composition of the Committee and the Cement Business Management Committee shall stand
dissolved. The Board of Directors of CemCo shall appoint an additional director to be agreed to
amongst all the directors. The board of directors of CemCo shall constitute a committee (the “CemCo

61
 Committee”) which shall mirror the composition of the Cement Business Management Committee.
The CemCo Committee shall oversee the operations of the Cement Business of CemCo subject to
the overall superintendence and control of the board of directors of CemCo until the Acquisition of
Management Control.

SECTION 3 - OPEN OFFER PROCESS

43. On the Effective Date, Grasim shall make a public announcement in relation to the Open Offer.
44. Not later than 120 days from the Effective Date but prior to listing of the shares of CemCo, Grasim
shall make the Open Offer in accordance with applicable law and the terms as set out in this Scheme.
45. The Open Offer shall be effected in the following manner:
(a) Grasim shall send an offer letter (along with relevant details) (the “Offer Letter”) to the
equity shareholders of the Demerged Company as on the Record Date in terms of which
Grasim shall make an offer to the shareholders of CemCo, to purchase up to such number of
fully paid up equity shares of Rs. 10/- each of CemCo representing 30% of the subscribed
and paid-up share capital of CemCo on the Effective Date at Rs. 342.60 per CemCo share
(the “Offer Price”).
(b) Following the receipt of such Offer Letter, and within the time prescribed therein, the equity
shareholders may tender their equity shares to Grasim.
(c) The detailed procedure and the manner in which the equity shares shall be purchased from
the public shareholders by Grasim shall be prescribed in the guidelines issued to the equity
shareholders along with the Offer Letter.
(d) The number of equity shares of CemCo accepted by Grasim in terms of the Open Offer shall
not exceed such number of fully paid-up equity shares which represents 30% of the subscribed
and paid-up equity share capital of CemCo on the Effective Date. It is hereby clarified that if
the equity shares tendered exceeds the aforesaid limit, then Grasim shall be entitled to accept
the equity shares on a proportionate basis taking care to ensure that the basis of acceptance is
decided on a fair and equitable manner. The decision of the board of directors (or a committee
thereof) of Grasim in this behalf shall be final and binding.
(e) L&T shall not be entitled to participate in the Open Offer.
(f) For the avoidance of doubt it is clarified that the Open Offer shall be made pursuant to and is
an integral part of this Scheme, and consequently, the acquisition of the shares of CemCo
would be exempt under Regulations 3(1)(j)(ii) and 3(1)(k) of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, from
the application of Regulations 10, 11 and 12 of the said Regulations.

SECTION 4 – SHARE ESCROW ARRANGEMENT AND PURCHASE AND SALE OF CEMCO

SHARE AND L&T SHARES
46. (a) Upon the Effective Date, and concurrently with the announcement being made to the public
of the Open Offer, L&T shall deposit the CemCo Shares and Grasim and Samruddhi shall
deposit the L&T Shares in escrow. Concurrently therewith, Grasim shall deposit the Purchase
Consideration and the Trust shall deposit the Sale Consideration in escrow. The escrow
arrangement will occur in the manner as more particularly provided in the Share Escrow
Agreement.
(b) Upon the deposit of the CemCo Shares and the L&T Shares in escrow in terms of sub-clause
(a) above, the following voting arrangement shall come into effect:
(i) the voting rights in relation to the CemCo Shares, shall be exercised by L&T only in
accordance with the directions of Grasim, other than to acquire management control of
CemCo;
(ii) the voting rights in relation to the L&T Shares, shall be exercised by Grasim and
Samruddhi only in accordance with the directions of the Trust, provided however, in

62
 either case, such exercise in accordance with the direction is not in any material conflict
with or materially prejudicial to the interests of L&T and its shareholders or Grasim
and/or Samruddhi and their shareholders as the case may be. For the avoidance of
doubt it is clarified that Grasim shall be entitled to exercise its voting rights attached to
the L&T Shares in relation to all matters relating to the Cement Business at its sole
discretion.
(c) The escrow agent(s) appointed in terms of the Share Escrow Agreement shall hold the CemCo
Shares, the L&T Shares, the Purchase Consideration and the Sale Consideration in escrow in
accordance with the terms of the Share Escrow Agreement, until Grasim’s holding in CemCo
amounts to at least one share more than 41.5% of the shares of CemCo pursuant to this
Scheme and the Open Offer.
(d) Upon the shareholding of Grasim (along with that of its associates) in CemCo amounting to at
least one share more than 41.5% of the shares of Cemco, the escrow agent shall simultaneously
release the CemCo Shares in favour of Grasim and the Purchase Consideration in favour of
L&T. Concurrently therewith, the escrow agent shall simultaneously release the L&T Shares in
favour of the Trust and the Sale Consideration in favour of Grasim and Samruddhi in the following
proportion: the consideration for the sale of 14.86% L&T Shares shall be released to Grasim,
and the consideration in relation to 0.09% L&T Shares shall be released to Samruddhi. Upon
such release, the voting arrangement in relation to the CemCo Shares and the L&T Shares as
provided in sub-clause (b) above, shall no longer be valid and effective.
The arrangements set out in sub sections (a), (b), (c) and (d) above shall hereinafter be referred to
as the “Share Escrow Arrangement”.
For the avoidance of doubt it is hereby clarified that except for the arrangement in relation to the
exercise of the voting rights in terms of sub section (b) above, all other rights and obligations attached
to the CemCo Shares and the L&T Shares shall continue with L&T and Grasim/Samruddhi respectively
for so long as the Share Escrow Arrangement continues and shall only vest in Grasim and the Trust
respectively upon the release of the shares from escrow and in accordance with the terms of this
Clause and the Share Escrow Agreement. Provided however, that any dividends which accrue in
relation to the L&T Shares for and from the financial year 2003-2004 shall accrue to the Trust.
47. (a) Upon the shareholding of Grasim (along with that of its associates) in CemCo amounting to
at least one share more than 41.5% of the shares of CemCo and the release of the Share
Escrow Arrangement in accordance with the provisions hereinabove, Grasim shall acquire
management control of CemCo and the board of directors of CemCo shall stand reconstituted,
upon which a majority of the directors shall be nominees of Grasim and 2 of the directors
shall be nominated by L&T and agreed to by Grasim.
(b) Upon the Acquisition of Management Control, the CemCo Committee shall stand dissolved.
(c) It is clarified that the release of the Share Escrow Arrangement and completion of the purchase
of the CemCo Shares by Grasim and the sale of the L&T Shares by Grasim and Samruddhi to
the Trust as set out above, and the Acquisition of Management Control shall occur
simultaneously and concurrently on the same date after the completion of the Open Offer.
(d) It is also clarified that Open Offer, purchase of CemCo Shares by Grasim, the sale of L&T
Shares by Grasim and Samruddhi and the Acquisition of Management Control form
consideration for each other and are thus integral to each other.

PART IV - OTHER TERMS & CONDITIONS

The provisions of this Part shall be applicable to both the Demerger pursuant to Part II as well as
the purchase and sale of CemCo Shares and the Open Offer pursuant to Part III hereof.
48. L&T and CemCo shall make necessary applications before the High Court for the sanction of this
Scheme of Arrangement under Sections 391 and 394 of the Act.
49. (a) L&T (by its Board of Directors) and CemCo (by its Board of Directors), either by themselves
or through a committee appointed by them in this behalf, may, in their full and absolute

63
 discretion, assent to any alteration or modification to this Scheme which the Court may deem
fit to approve or impose. Any modification to this Scheme by the Court shall not be binding
on L&T, Grasim and the Trust except where the prior consent of L&T, Grasim and the Trust
has been obtained. L&T and Grasim shall have the option of terminating the Restructuring
Agreement if such modification or amendment is not acceptable to any party to the
Restructuring Agreement, whereupon L&T and CemCo shall withdraw this Scheme;
(b) L&T (by its Board of Directors) and CemCo (by its Board of Directors), (either by themselves
or through a committee appointed by them in this behalf), may give such directions as they may
consider necessary to settle any question or difficulty arising under this Scheme or in regard to
and of the meaning or interpretation of this Scheme or implementation thereof or in any matter
whatsoever connected therewith (including any question or difficulty arising in connection with
any deceased or insolvent shareholders, depositors or debenture holders of the respective
companies), or to review the position relating to the satisfaction of various conditions of this
Scheme and if necessary, to waive any of those (to the extent permissible under law).
(c) L&T (by its Board of Directors) and CemCo (by its Board of Directors), (either by themselves
or through a committee appointed by them in this behalf), may, in their full and absolute
discretion, modify, vary or withdraw this Scheme prior to the Effective Date in any manner at
any time. L&T (by its Board of Directors) and CemCo (by its Board of Directors), (either by
themselves or through a committee appointed by them in this behalf) may also at any time
make such modifications as they may consider necessary in relation to the procedure and
modalities of effecting the transactions contemplated herein. CemCo shall waive compliance
of any conditions precedent to the effectiveness of this Scheme, as are capable of being
waived, only if, and to the extent, required by Grasim. Any such waiver by CemCo shall be
binding on L&T.
(d) Any issue as to whether any asset, liability, employee, legal or other proceedings pertains to the
Demerged Undertaking or not shall be decided by the Boards of Directors of L&T and CemCo,
either by themselves or through a committee appointed by them, in consultation with Grasim,
in this behalf on the basis of any evidence that they may deem relevant for this purpose.
50. This Scheme is conditional upon and subject to:
(a) this Scheme being agreed to by the respective requisite majorities of the various classes of
members and creditors (where applicable) of the Demerged Company and the Resulting
Company as required under the Act and the requisite orders of the High Court referred to in
Clause 48 hereof being obtained;
(b) such other sanctions and approvals including but not limited to in principle approvals, sanctions
of any Governmental Authority (in relation to transfer of mining leases/prospecting licenses,
sales tax benefits or entitlements or loans), as may be required by law in respect of this
Scheme being obtained; and
(c) the certified copies of the orders of the High Court referred to in this Scheme being filed with
the Registrar of Companies, Maharashtra.
51. Upon the effectiveness of this Scheme in accordance with the terms hereof, the Open Offer, the Share
Escrow Arrangement and the completion of the purchase of the CemCo Shares by Grasim and the
sale of the L&T Shares by Grasim and Samruddhi to the Trust shall become irrevocable and none of
L&T, CemCo or Grasim shall thereafter have a right to terminate its obligations in relation thereto.
52. In the event of non-fulfillment of any or all obligations under this Scheme by any party towards any
other party, inter-se or to third parties and non-performance of which will place the other party
under any obligation, then such defaulting party will indemnify all costs and interest to such other
affected party.
53. (a) Each party shall bear its own costs until the date of sanction of this Scheme by the High Court.
(b) After the date of sanction of this Scheme by the High Court, all costs in relation to the
Demerger shall be borne by the Resulting Company.
(c) All income tax liabilities in relation to the Demerger shall be borne by the Demerged Company.

64
 SCHEME OF ARRANGEMENT BETWEEN
Larsen & Toubro Limited ... Demerged Company
UltraTech CemCo, Limited ... Resulting Company
and
their respective shareholders and creditors
and
Grasim Industries Limited as shareholder ... Grasim
of the Demerged Company
and
L&T Employees Welfare Foundation ... Trust
Schedules to the Scheme of Arrangement annexed to the Notice dated 19th December 2003 convening
the meetings pursuant to the orders of the Hon’ble High Court, Bombay
SCHEDULE - I : BALANCE SHEET ON CEMENT DIVISION SCHEDULE - II : LIST OF LEASED OFFICE PREMISE1. Mahesh
AS AT 1ST APRIL, 2003 Babaria Vaidarbhi Complex, Gidc Char Rasta Vallabh Vidyanagar
Cement Anand. 2. Olympic Transport Corporation 5, Vir Nagar Society Near
Rs. Cr. Rs. Cr. S. T. Workshop, Mehsana. 3. V.K. Jain & D.D. Jain, 503, Shikhar
Complex Near Navrangpura Rly Crossing Navrangpura,
SOURCES OF FUNDS:
Ahmedabad, 4. Mahesh Sabana Turning Point, Kalanala Bhavnagar.
Net Worth (Balancing Figure) 1018.25 5. Darshana Devi Jain, Ahmedabad.
LOAN FUNDS :Secured Loans 1542.84 LIST OF LEASED GODOWNS
Unsecured Loans 190.34 1. Mahesh Babaria. 237, Navagam Kardej. Bhavnagar. 2. Vicky
TOTAL 1733.18 Clearing & Transport Co. Kamrej Seva Sahakari Mandli,
Kamrej-Surat Road, Besides S. T. Depot, Kamrej. Surat. 3. P. P.
2751.43 Trust Estate, Station Road, Ranoli, Baroda. 4. Mehta Investment
APPLICATION OF FUNDS : Co., Jamnagar Road, Raghuveer Indu Area, Madhapar, Rajkot.
5.V.K.Agrawal & Others, Village Ulariya, Sanand Highway, Teluka
Fixed Assets : Sanand, Ahmedabad. 6. Shri M. John Verghese, 105/K-31, Bypass
Gross Block 4261.74 Road Ariem. Margao Goa. 7. R. K. Agrawal, Ahmedabad.
8. VickyClearing & Transport (Co. Surat (Rooms)
Less : Depreciation 1337.49
LIST OF LEASED RESIDENTIAL PREMISES
Net Block 2924.25 1. Flat No. B 215. The Shelter No. 15 Palmgrove Road, Victoria
Less : Lease Adjustment — Layout Bangalore 560 047. 2. Flat No. A-6, Vaishali Apartments,
2924.25 V. Cross, Gandhinagar, Mangalore - 575 003. 3. No. 2-49 Kulal P.
O. Hosabellu, Surathkai Mangalore 574176. 4. No. 2-57/2(1).1 Floor
Capital work-in-progress 12.39 2936.64
Near Hosabettu Bus Stand, Surathkal Mangalore 575 026.
Fixed assets held for sale — 5. ‘Raghavendra Krupa No.2, 130/6 (3). Kulai Hosabettu
Investments 235.24 MANGALORE. 6. “Shri Krishna” Behind Shanta Trading
Co.Honakatta Mangalore. 7. 3B, III Floor, PGP Manor, Barnaby
Current Assets, Loans and Advances :
Road, Kilpauk, Chennai 10. 8. Flat 27/6, III Main Road, Kasturba
Inventories 248.43 Nagar, Chennai 600 020. 9. 104/2, Mookambika Apartments, P. S.
Sundry Debtors 189.71 Sivasami Salai, Mylapore. Chennai - 600 030. 11. Gr. Floor, No.7,
Mahadavan Street, Chennai 33. 12. Flat 403, Jayanagar, Bowenpally,
Cash and Bank Balances 0.09
Secunderabad. 13. Flat No. 215, Majestic Mansion, Begumpet.
Other Current Assets — 14. No. 704, I Floor, 3rd A Cross, 7th Main, 80 Feet Road, Kalyan
Loans and Advances 102.86 Nagar, Block HRBR Layout, Bangalore 560 043.15. Flat B3,
541.09 Garden Court Apartments, Alinchuvadu, KOCHI 25.16. M-504,
Sarjan Tower, Gurukul Road, Momnagar, Ahmedabad, 17, 204,
Less : Current Liabilities and Provisions: Neerja Apartments, B/H. Navrangpura Post Office Navrangpura,
Liabilities 311.13 Ahmedabad, 18. C/25, Shital Kiran Apartments, Nr. Rangwala
Provisions 7.55 Tower, Law Garden, Ahmedabad. 19. C2/24, 2nd Floor Goyal
Intercity, Drive In Road Ahmedabad. 20. C/302, Prestige
318.68 Apartments, Nr. Rangwala Tower, Law Garden, Ahmedabad.
Net Current Assets 222.41 20. C/302, Prestige Apartments, Bodarkev, Vastrapur, Ahmedabad.
Deferred Tax 21.C-91, Lajpal Nagar N Delhi-22 E-7/N 150, Arera Colony Bhopal
23. D/13, Sriam Nagar, Rajpur, 24, B-002, 1st Floor Naisarg
Deferred Tax Assets 11.51 Complex, Diwalipura Road Baroda. 25. C-66, Sector 1, Devendra
Deffered Tax Liabilities (670.50) (658.99) Nagar, Raipur. 26. 106, Vimla Apartment, Nageshwar Colony,
Deferred Revenue items Boring Road, Patna. 27. Flat No. 402, Atul Vilas Kunj, Kidwaipuri,
Patna. 28. Flat No. 304, Shree Ganesh Enclave, Magistrate Road,
Miscellaneous Expenditure 16.13 Doranda, Ranchi. 29. Bang 126. G. T.Road, Burdwan 713 101.
(to the extent not written-off or adjusted) 30. 17, Haren Mukherji Road, Hakimpura Siliguri. 31. 38/1, Mahim
Deffered Income — 16.13 Halder Street, Kolkata 26.32. Lalita Das Flat No. 3, 18/19, Kolkata
700 029. 33. Bhupesh Kapoor/Suman Kapoor, S. A. Roudan Height,
Total 2751.43 Rouden Street, Kolkata. 34. Flat No. 4 c Ajanta Apartment 10,
Contingent Liabilities 243.41 Gurusaday Road, Kolkata - 19. 35. Flat No. A-210 Eravat
Complex, Padmanabhpur, Durg. 36. 33, Hemendra Naskar,
Koltata 700010. 37. 20 Sheila Mansion, Ratha Road, Bhubaneswar.

65
LIST OF OFFICE CUM-RESIDENTIAL PREMISES Flats, 2nd Floor, Block-D, Mahavirnagar Himmatnagar. (30)
(1) Flat No. 201, Gurukul Palace Apartments, II Floor, Rpd Ground Floor, City Survey No. 14442/A, Plot No. 3260. Nr.
Cross, Khanapur Road, Tilakwadi, Belgaum, (2) No. 131, Main Telephone Bhavan, Ajab Nagar, Aurangabad - 431 005. (31)
Vinobha Nagar, II Stage, II Block, Shimoga. (3) Chicka Block E, Fa - 2, Bharti Complex, Wadgaon Road, Yavatmal.
Honnenahall, Jayanagar Extension, Behind Malad Engineer- (32) Flat No. 11, Ganesh Apartment Plot No. 12/13, Ganapati
ing College, Hassan. (4) Upstaris, Nityananda Road, Marathi Nagar, Jalgago. (33) Plot No.3, Kalpataru Housing Society, Near
Koppa Sirs 581 402, (5) Cls No. 129, Plot No. 29/2a, Vallabhnagar, Dhule. (34) Saraswati Apartment, Flat No. 8,
Vijayanagar Colony, Vidhyagiri Bagalkot 587 402,(5) Cls No. Vidyanagar, Nagpur Road, Wardha. (35) Salnati Colony, (Master
129, Plot No. 29/2a Vijayanagar Colony, Vidhyagiri Bagalkot Colony) T.B.Toly, Gondia (Maharashtra) (36) “Govind Arcade,
587 102. (6) No. 3369 9, I Floor “Ambika Nilaya” III (Cross 484-B1/2, Wing A, Flat No. T-13, Near Old RTO Sadarbazar,
MCC B Block Kuvempunagar, Davangera 4, (7) D.No. 753/ Camp SATARA - 415 001. (37) G - 207, Krishna Enclave
534, Ward 31 “Latithadri” 5th A Cross, 40Ft. Road Maruti Poojara Complex, Block G, Near RTO Office, Ahmednagar -
Nagar, TUMKUR. (8) 59-A Bharathi Nagar, Mohanur Road, 414 001.(38) Flat No. 10, Siddharth Arcade, Old Auss Road,
Namakkal 637 001. (9) 82-A, Roja Street, Kvr Nagar Villuparam Latur. (39) Ground Floor, Rakha Niwas, Behind B & C Dak
605, 602. (10) II Floor, 7, First Street, Municipal Colony, Tanjore Bunglow, Vidyanagar, Parli. (40) Pradhanpada, Alnthapalli
613 009. (11) No. 2, 1 Floor, 2nd Cross Main Street, Jhansi Road, Budharaja, Sambalpur. (41) Infront of Durga Saw Mill
Nagar, Pondicherry 605 004.(12) 5-7-624/2, First Floor, Khaleel Sahadevkhuntha, Balasore. (42) Salandi By-Pass Road,
Wadi, Nizamebad -503002, (13) Flat No. 301 Third Floor, Dhadrak. (43) Near Utsav Palace Bus Stand, By-Pass Road,
Pavani Villa, Vadayapalem, Nallore. (14) 18-3-58/3, Shanti Jaipur Road, (44) Al-Kunjakata, Near Mahavir Kalyan Mandap,
Nagar, Khadi Colony, Tirupati. (15) 11-25-65, Vasavi Colony, Dhenkarai. (45) 1st Lane, Jaiprakash Nagar, Eprhamur.
Warangal -500 012. (16) 8-31, First Floor, Opp. Belhun Nurs- (46) Lane No. 1, Indra Nagar, Rayagada. (47) J. K. Bera,
ing Home, Mangamuri Road, Lawer Peta, Ongole 523002. (17) Kaushaliya, Kharagpur. (48) Leena Dey, A-5, 5th Floor, Sneha
06-9/61, Gr. Floor, Plot No. 18, Vipuram, Tilak Road, Apartments Burnpore Road, Asansol-4. (49) Ramala Bala
Rajahmundry. (18) 45-203/A/59, Venkatramana colony, Daripa, 2nd Feeder Road, Bankura. (50) 4-Love Kusn Nagar,
Kurnool. (19) 6-538/3, Ramnagar, Near RTO Office, Anantapur. Sect. II Khandwa. (51) Door No. 19, Mandhata Colony Near
(20) 8-3-136/12, Bhagat Nagar, Karimnagar - 505001. (21) Flat T.V. Sanatorium, Chhindwara. (52) Plot No. 103, Pt.
No. 302, Laxmi Towers, Behind Rtd Bussland, Cuddapah. (22) H.N.Bajpai, Tower Idgah Road, Bilaspur. (53) C/O Lalita devi,
Flat No.: G1, Vijaya Towers Laxmi Puram First Lane, Guntur- Daudpur Kothi, Near MIT, Muzaffarpur 842003. (54) Flat No.
522007. (23) 15/512-4, Dno:610-A/3, Second Floor, Sadasiva 101, Krishna Apartment, Shanti Bhavan, Complex, Ba More
Rao Compound. Tadipetri. (24) House No.3/1256. Dhanbad. (55) Shradanjali, Kachi Dharamshala Road, Castle
Ayyamjulangara, Valiyathodi, Calicut - 673011.(25) ‘Chautanya Town, Deoghar. (56) Senjuthi Ghosh, Deer Park, Shanti
P4, Housing Colony, Dewanpuran, Kolleyam 26. (26) Puncheri, Niketan, Bopur /31235. (57) Sujata Basak, 1st Floor, Holding
Door No. IV-290A, Near Jaimatha Convent, Kottakkanni, No. 188, Ward No. 19, PS English Bazar, Malda.
Kasargode 6001121. (27) Chellath House, Manjadi P. O. (58) Chittaranjan Basak, Holding No. 29A, Purbachai Ground
Tiruvalla. (28) Road No. 4, Patel Colony, Jamnagar. (29) Apurva Floor, P O Barasat.

SCHEDULE - III : Schedule of Mining Leases / Prospecting Licenses of the Dernerged Company in relation to the
Demerged undertaking 5. Mining lease covering 292.010 hectares at villages Shind
1. Mining lease covering 1030.58 hectares at Awarpur and Baroh Dist. Chamba, Himachal Pradesh vide
Cement Works. Larsen & Toubro Limited, Dist. reference number Udyog Bhu (Khani-4) Major - 573/
Chandrapur, Maharashtra vide Registration Number 90-II-7062 dt. 24-09-1998.
200CH dt. 13/12/2000. 6. Prospecting License No.3336 dt. August 7, 2000 over
2. Mining lease covering 997.355 hectares at Hirmi Cement 1592.18 Hectares at villages Nirbudhal, Jalageri,
Works, Larsen & Toubro Limited, Dist. Raipur, Gangabudihal, Karkalametti and Kagolabm, Talux
Chattisgarh vide Registration Number 3-89/91/12/3 Badami, District Bijapur, Karnataka.
dt.15/12/1992. 7. Prospecting License issued vide Govt. of Rajasthan’s
3. Mining lease covering 953.3253 hectares at Gujarat letter under reference 16/22/Khan/Croup-1/95 Jaipur
Cement Works Larsen & Toubro Limited. Dist. Amreli, Dt.05/08/1998 covering 24 sq. kms at villages Mohrai,
Gujarat vide. Registration Number 542/2001 Dagla, Nimbhera, Khurd, Asaralai Tehsil, District
dt. 20/06/2001. Jaitaran, Rajasthan.
4. Mining lease covering 844.939 hectares at Andhra 8. Letter from Government of Rajasthan - P 16:3 Khani/
Pradesh Cement Works - Tadipatri, Larsen & Toubro Group-1/2000 dated 16/3/2002 stating that the
Limited, Dist. Kurnool, Andhra Pradesh vide Registration Government intends to issue LOI for grant of Mining
Number 3120M4/95 dt. 28/11/1995. Lease.

66
SCHEDULE - IV : Details of specific Debentures & Loans arising out of the activities and operation of the Demerged Under-
taking and being transferred to the Resulting Company (o/s as on 31-03-2003)
Sr. Particulars Date of Date of Amount
No. Availment Maturity (Rs.crore)
1 ABN Amro Bank - External Commercial Borrowing 30/07/2001 30/01/2005 240.97
2 HDFC Foreign Currency Loan 09/09/1998 14/08/2020 54.38
3 Industrial Development of India Rupee Loan 24/09/1996 30/06/2005 52.40
4 Canara Bank FCNR Loan 01/11/2001 01/11/2004 53.98
5 Union Bank of India - FCNR Loan I 01/11/2001 01/11/2003 18.99
6 Union Bank of India - FCNR Loan II 05/11/2001 05/11/2003 18.93
7 Secured Redeemable Non-convertible Bonds 1996 - FD - Bonds 05/11/2001 05/11/2003 30.34
8 12.60% Secured Redeemable Non Convertible Debentures 17/09/1999 17/09/2006 6.65
September or 2002
9 Bharat Overseas Bank FCNR Loan 17/06/2002 17/06/2005 16.82
10 8.09% Secured Redeemable Non Convertible Debentures 25/07/2002 25/07/2007 45.00
July 2002
11 8.25% Secured Redeemable Non Convertible Debentures 02/09/2002 02/09/2012 65.10
September 2002
12 Call Rate Linked Secured Redeemable Non Convertible 25/06/2002 24/06/2003 25.00
Debentures June 2002
13 8.40% Secured Redeemable Non Convertible Debentures 22/07/2002 22/07/2007 50.00
July 2002
14 8.30% Secured Redeemable Non Convertible Debentures 02/05/2002 02/09/2012 25.00
September 2002
15 Secured Redeemable Non Convertible Debentures 16/09/2002 02/09/2012 25.00
September 2002
16 Sales Tax Deferral Loans 113.00
17 HSBC FCNR Loan 25/02/2003 25/02/2004 47.49
18 6.6% Secured Redeemable Non Convertible Debentures 26/02/2003 26/05/2004 50.00
February 2003
19 Call Rate Linked Secured Redeemable Non Convertible 31/03/2003 15/04/2004 35.00
Debentures March 2003
20 Working Capital and Other Loans 31/03/2003 15/04/2004 86.65
Total 1,033.46
SCHEDULE -V : Allocation of Multipurpose Borrowings to the Demerged Undertaking (o/s as at 31.03.2003)
Sr. Particulars Date of Date of Amount
No. Availment Maturity (Rs.crore)
1 ABN Amro Bank - External Commercial Borrowing 30/07/2001 30/01/2005 145.75
2 HDFC Foreign Currency Loan 09/09/1998 14/08/2020 36.25
3 Canara Bank FCNR Loan 01/11/2001 01/11/2004 14.25
4 Union Bank of India - FCNR Loan I 01/11/2001 01/11/2003 4.75
5 Union Bank of India - FCNR Loan II 05/11/2001 05/11/2003 17
6 Secured Redeemable Non-convertible Bonds 1996 - FD - Bonds 01/11/1996 01/11/2003 0.09
7 12.60% Secured Redeemable Non Convertible Debentures 17/09/1999 17/09/2006 24.35
September or 1999
8 SBI Rupee Loan 25/10/1999 25/10/2003 75.00
9 10.80% Secured Redeemable Non Convertible Debentures 12/05/2000 10/05/2005 50.00
May 2000
10 12.65% Secured Redeemable Non Convertible Debentures 29/10/1999 29/10/2009 50.00
October 1999
11 12.65% Secured Redeemable Non Convertible 29/10/1999 29/10/2009 25.00
Debentures October 1999
12 11.75% Secured Redeemble Non Convertible Debentures 11/01/2001 11/01/2006 50.00
January 2001
13 12.75% Secured Redeemable Non Convertible Debentures 24/11/1998 20/09/2003 20.00
November 1998
14 13% Secured Redeemable Non Convertible Debentures 05/01/1999 05/01/2004 20.00
January 1999
15 13% Secured Redeemable Non Convertible Debentures 25/06/1999 25/06/2009 100.00
June 1999
16 12% Secured Redeemable Non Convertible Debentures 25/06/1999 25/06/2009 50.00
December 1999
17 Working Capital and Other Loans 22/12/1999 22/12/2005 29.52
Total 699.72

67
58
 SCHEME OF AMALGAMATION
BETWEEN

Narmada Cement Company Limited …… Amalgamating Company

And

UltraTech Cement Limited …… Amalgamated Company

And

Their Respective Shareholders

69
60
 BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION
CASE NO.75/2004 : M/S. NARMADA CEMENT COMPANY LTD.

SUMMARY RECORD OF THE PROCEEDINGS OF THE HEARING HELD ON

15.05.2006 BEFORE BENCH – I CONSISTING OF S/SHRI RAVINDRA GUPTA,
CHAIRMAN AND A.K. GOSWAMI, MEMBER

Present Name and Designation of the

Representatives

M/s. Narmada Cement Co. Ltd. 1. Alok Dhir, Advocate

2. Nilesh Sharma, FCA
3. K. C. Birla, Director
4. J. Kadra, Manager

M/s. UltraTech Cement Ltd. 1. J. Bajaj, Joint President

2. Sanjeeb Chatterjee, Secretary

DIT (R) D.R. Jain, Advocate

The Bench recalled that the above company was declared sick under section 3(1)(o) of the Sick
Industrial Companies (Special Provisions) Act, 1985 (SICA) in the hearing held on 19.12.2005 and
ICICI Bank was appointed as the Operating Agency (OA) u/s. 17 (3) of SICA to prepare a rehabilitation
scheme for the company. OA’s (revised) report was received by BIFR vide letter dt. 14.2.2006. Based on
the OA’s DRS, the Board prepared a Draft Scheme for the revival of the company which was circulated
as required under Section 19(2) read with Section 19(1) of SICA. Today’s hearing was fixed for hearing
objection / suggestions to the DRS.

2. Today’s Proceedings :

2.1 The id. Standing Counsel of the Income Tax Department submitted that since para 12.3 of the
DRS specified reliefs from Central Government which included the IT Department and the
company had not submitted the desired information to IT Department the whole para may be
preceded by the words ‘to consider’.

2.2 The ld. Counsel representing the company submitted that IT Dept. should only asked for
specific reliefs. The relief specified under 12.3 (c) was the right of the company as per law.
The ld. Counsel of the IT Dept. quipped that in that case there was no need to mention the
relief at all. The Id. Counsel representing the company submitted that it would have no objection
if IT Department was excluded from the applicability of clauses (a), (b) & (d) of para 12.3 of
the DRS.

2.3 On consideration of the facts of the case and the submissions made at today’s hearing, the
Bench noted that there was a general consensus on the provisions contained in the DRS
circulated vide order dated 24.2.2006 albeit with changes as listed below. Having regard to
the fact that all parties concerned had given their consent under Section 19(2) of SICA to the
various provisions in the rehabilitation scheme, the Bench sanctioned the Scheme (hereinafter
called the ‘Sanctioned Scheme’) in exercise of the powers conferred under Section 18 (4) of
SICA read with Section 19(3) of SICA with the modifications in para 12.3 of the DRS agreed
to at today’s hearing as detailed hereunder :-
(i) At the end of sub-para (a) the following words shall be added :
‘This clause shall not be applicable in the case of reliefs expected from the income Tax
Department’.

71
 (ii) At the end of sub-para (c) the following words shall be added before the fullstop: ‘in
accordance with the provisions of the Income Tax Act’.
(iii) At the end of sub-para (d) the following words shall be added before the fullstop; ‘but
excluding Income Tax’.
3.1 The duly modified sanctioned scheme is enclosed for implementation by all concerned and
would come into force with immediate effect.

(A.K. Goswami) (Ravindra Gupta)

Member Chairman

72
 SCHEME OF AMALGAMATION
BETWEEN

Narmada Cement Company Limited … Amalgamating Company

And

UltraTech Cement Limited … Amalgamated Company

And

Their Respective Shareholders

PART I – GENERAL
1. The Amalgamating Company is engaged in the business of manufacture and sale of clinker and
cement and has been declared as a sick industrial company within the meaning of Section 3(1)(o)
of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) by the the Hon’ble Board
for Industrial & Financial Reconstruction, New Delhi (BIFR).
2. The Amalgamated Company is engaged in the business of manufacture and sale of clinker and
cement.
3. This Scheme of Amalgamation provides for the amalgamation of Narmada Cement Company
Limited with UltraTech Cement Limited, pursuant to the provisions of Section 18(1)(c) and other
applicable provisions of SICA.
3.1 The Amalgamated Company, holding 97.80% of paid up equity capital of the Amalgamating
Company, has proposed the amalgamation of the Amalgamating Company with itself to
facilitate the Amalgamating Company’s revival.
3.2 The business of the Amalgamated Company and the Amalgamating Company is inextricably
linked with each other. This Scheme for Amalgamation of the Amalgamating Company with
the Amalgamated Company has been prepared for long-term rehabilitation of the Amalgamating
Company’s operations. With the amalgamation, the Amalgamating Company’s manufacturing
capacities shall be suitably exploited for optimal utilization and shall bring about the synergy of
operations between the two. The Amalgamated Company’s financial and managerial capabilities
and infrastructure facilities shall also be available to the Amalgamating Company. The Scheme
would result in consolidation of the business of manufacturing of cement and clinker in one
entity and would be a step in the direction to enable the Amalgamated Company to augment its
market share and would be in the best interests of the Amalgamating Company, the Amalgamated
Company and their respective stakeholders.
4. Definitions:
In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall
have the following meaning:
4.1 “Amalgamated Company” means UltraTech Cement Limited, a company incorporated under
the Companies Act, 1956 and having its registered office at ’B’ Wing, Ahura Centre,
2nd Floor, Mahakali Caves Road, Andheri (East), Mumbai 400 093.
4.2 “Amalgamating Company” means Narmada Cement Company Limited, a company
incorporated under the Companies Act, 1956 and having its registered office at Ahura Centre,
‘B’ Wing, 2nd Floor, 82, Mahakali Caves Road, Andheri (East), Mumbai 400 093.
4.3 “Appointed Date” means October 1, 2005.
4.4 “BIFR” means Board for Industrial & Financial Reconstruction.
4.5 “Companies Act” means the Companies Act, 1956 or any statutory modification or re-
enactment thereof,

73
4.6 “Effective Date” means the date on which all the conditions and matters in relation to the
Scheme referred to in Clause 30 of this Scheme have been fulfilled or waived. References in
this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this
Scheme” shall mean the Effective Date.
4.7 “Record Date” shall have the meaning ascribed to it in Clause 15 hereof.
4.8 “Scheme” means this Scheme of Amalgamation in its present form including any modifications
or amendments thereto.
4.9 “Share Exchange Ratio” shall have the meaning ascribed to it in Clause 15 hereof.
4.10 “SICA” means Sick Industrial Companies (Special Provisions) Act, 1985 or any statutory
modification or re-enactment thereof.
4.11 “Undertaking” shall mean the undertaking and entire business of the Amalgamating Company
and shall include as of the Appointed Date (without limitation):
(a) all assets and property wherever situate, whether movable or immovable, tangible or
intangible, real or personal, in possession or reversion, corporeal or incorporeal of
whatsoever nature, including land (whether freehold or leasehold), plant and machinery,
buildings, offices (including marketing offices and liaison offices), any interests in
properties co-owned, schools, hospitals, temples, townships, premises, capital work-
in-progress, rolling stock, current assets (including inventories, sundry debtors, bills of
exchange, loans and advances), vehicles, D.G. sets, godowns, cement dumps, stocks
and stores, warehouses, furniture, fixtures, office equipment, appliances, accessories,
power lines, railway lines and sidings, water pipelines, depots, power plants, right to
use jetties and ports, share of any joint assets, and other facilities and all present and
future liabilities (including obligations arising out of contingent liabilities, if any) and
all cash and bank balances appertaining or relatable to the Amalgamating Company;
(b) all permits, quotas, rights, entitlements, export/import incentives and benefits including
Duty Exemption Passbook Scheme (DEPB) and advance licenses, industrial and other
licences, bids, tenders, letters of intent, memoranda of understanding, expressions of
interest, development rights (whether vested or potential) and whether under agreements
or otherwise, licences, permissions, approvals, consents from various authorities
including municipal (whether granted or pending), subsidies, receivables, trade marks,
patents, copyrights, all other intellectual property, benefit of any deposits, assets,
properties or other interests, financial assets including investments of all kinds, funds
belonging to or utilized for the Amalgamating Company, bank accounts, privileges and
all other rights and benefits including any tax direct or indirect including advance tax
paid or any tax deducted in respect of any income received, sales tax deferrals and
exemptions and other benefits, lease, rights, prospecting licenses and mining leases (in
each case including the benefit of any applications made therefore) and the surface
rights in relation thereto, water-front and jetty, exemptions, tenancies in relation to
office and/or residential properties for the employees, memberships, lease rights, powers
and facilities of every kind, nature and description whatsoever, rights to use and avail
of telephones, telexes, facsimile connections and installations, utilities, electricity and
other services, provisions, funds, benefits of all agreements, contracts and arrangements
and all other interests in connection with or relating to the Amalgamating Company;
(c) all earnest moneys and/or security deposits paid by the Amalgamating Company;
(d) all records, files, papers, engineering and process information, computer programmes,
websites, domain names, software licenses (including SAP), drawings, manuals, data,
catalogues, quotations, sales and advertising materials, lists of present and former
customers and suppliers, customer credit information, customer pricing information,
and other records whether in physical or electronic form in connection with or relating
to the Amalgamating Company; and
All terms and words not defined in this Scheme shall, unless repugnant or contrary to
the context or meaning thereof, have the same meaning ascribed to them under the

74
 Companies Act, SICA, the Securities Contracts (Regulation) Act, 1956, the Depositories
Act, 1996 and other applicable laws, rules, regulations, bye-laws, as the case may be or
any statutory modification or re-enactment thereof from time to time.

PART II – SHARE CAPITAL:

5. (a) The Share Capital structure of the Amalgamating Company as on October 1, 2005 was as
follows:
Rs. in Crores
Authorised
7,50,00,000 Equity Shares of Rs.10/- each 75.00
5,00,000 Redeemable Cumulative Preference Shares of Rs.100/- each 5.00
80.00
Issued and Subscribed
7,13,98,700 Equity shares of Rs.10/- each fully paid-up
71.39
Paid-up
7,13,73,950 Equity shares of Rs.10/- each fully paid-up *
71.38
* includes forfeited equity shares of Rs.1.24 Lacs
(b) The Share Capital structure of the Amalgamated Company as on October 1, 2005 was as follows:
Rs. in Crores
Authorized
13,00,00,000 Equity Shares of Rs.10/- each 130.00
Issued, Subscribed and Paid-up
12,43,98,621 Equity Shares of Rs.10/- each fully paid-up * 124.40
* Of the above, 9,95,21,437 Equity Shares of Rs.10/- each issued as fully paid up, for acquiring
the Cement business of Larsen & Toubro Limited pursuant to Scheme of Arrangement sanction
by the Hon’ble High Court, Bombay vide its order dated 22nd April, 2004, without payment
being received in Cash.

PART III – TRANSFER AND VESTING

6. (a) Upon the coming into effect of this Scheme and with effect from the Appointed Date and
subject to the provisions of this Scheme, the Undertaking shall, without any further act,
instrument or deed, be and stand transferred to and vested in and/or be deemed to have been
and stand transferred to and vested in the Amalgamated Company as a going concern so as to
become as and from the Appointed Date, the estate, assets, rights, title, interests and authorities
of the Amalgamated Company.
(b) Without prejudice to sub-clause (a) above, in respect of such of the assets of the Undertaking
as are movable in nature or are otherwise capable of transfer by manual delivery or by paying
over or endorsement and/or delivery, the same may be so transferred by the Amalgamating
Company, and shall, upon such transfer, become the property, estate, assets, rights, title,
interests and authorities of the Amalgamated Company as an integral part of the Undertaking.
(c) In respect of such of the assets of the Undertaking other than those referred to in sub-clause
(b) above, the same shall, as more particularly provided in sub-clause (a) above, 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 Amalgamated Company on the Appointed Date. It is hereby
clarified that all the investments made by the Amalgamating Company and all the rights, title
and interests of the Amalgamating Company in any leasehold properties in relation to the
Undertaking shall, pursuant to the provisions of this Scheme, without any further act or deed,
be transferred to and vested in or be deemed to have been transferred to and vested in the
Amalgamated Company.

75
 (d) All debts, outstandings and receivables of the Amalgamating Company shall on and from the
Appointed Date stand transferred to and vested in the Amalgamated Company without any
notice or other intimation to the debtors, and the debtors shall be obliged to make payments
to the Amalgamated Company on and after the Effective Date.
(e) All estates, assets, rights, title, interests and authorities accrued to and/or acquired by the
Amalgamating Company after the Appointed Date and prior to the Effective Date shall be
deemed to have been accrued to and/or acquired for and on behalf of the Amalgamated
Company and shall, upon the coming into effect of this Scheme, without any further act,
instrument or deed be and stand transferred to or vested in or be deemed to have been transferred
to or vested in the Amalgamated Company to that extent and shall become the estates, assets,
right, title, interests and authorities of the Amalgamated Company.
7. Upon the coming into effect of this Scheme and with effect from the Appointed Date:
(a) All secured and unsecured debts (whether in rupees or foreign currency), all liabilities, duties,
obligations and undertakings of the Amalgamating Company of any nature whatsoever along
with any charge, encumbrance, lien or security thereon (hereinafter referred to as the
“Liabilities”) shall, without any further act, instrument or deed, be and stand transferred to
and vested in or be deemed to have been transferred to and vested in, the Amalgamated
Company, so as to become the Liabilities of the Amalgamated Company.
(b) (i) Loans, advances and other obligations (including any guarantees, letters of credit, letters
of comfort or any other instrument or arrangements which may give rise to a contingent
liability in whatever form), if any, due or which may at any time in the future become
due between the Amalgamating Company and the Amalgamated Company shall stand
discharged and there shall be no liability in that behalf on either party.
(ii) All debentures, bonds, notes or other debt securities of the Amalgamating Company,
whether convertible into equity or otherwise, (the “Securities”), if any, shall, without
any further act, instrument or deed become securities of the Amalgamated Company
and all rights, powers, duties and obligations in relation thereto shall be and stand
transferred to and vested in or deemed to have been transferred to and vested in and
shall be exercised by or against the Amalgamated Company as if it were the
Amalgamating Company in respect of the Securities so transferred.
(c) It is clarified that, unless otherwise determined by the Board of Directors of the Amalgamated
Company, in so far as the assets comprising the Undertaking are concerned:
(i) the security or charge relating to loans, debentures or borrowings of the Amalgamating
Company shall without any further act or deed continue to relate to the said assets after
the Effective Date; and
(ii) the assets of the Amalgamated Company shall not relate to or be available as security in
relation to the said borrowings of the Amalgamating Company.
(d) (i) Where any of the liabilities and obligations of the Amalgamating Company as on the
Appointed Date transferred to the Amalgamated Company have been discharged by
the Amalgamating Company after the Appointed Date and prior to the Effective Date,
such discharge shall be deemed to have been for and on account of the Amalgamated
Company.
(ii) All loans raised and utilized and all debts, duties, undertakings, liabilities and obligations
incurred or undertaken by the Amalgamating Company in relation to or in connection
with the Undertaking after the Appointed Date and prior to the Effective Date shall
subject to the provisions of this Scheme be deemed to have been raised, used, incurred
or undertaken for and on behalf of the Amalgamated Company and to the extent they
are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme,
without any further act, instrument or deed be and stand transferred to or vested in or be
deemed to have been transferred to and vested in the Amalgamated Company and shall
become the debt, duties, undertakings, liabilities and obligations of the Amalgamated
Company which shall meet, discharge and satisfy the same.

76
8. (a) With effect from the Appointed Date and up to and including the Effective Date:
(i) The Amalgamating Company shall carry on and shall be deemed to have carried on all
its business and activities as hitherto and shall hold and stand possessed of the
Undertaking and shall be deemed to have held and stood possessed of the Undertaking
on account of, for the benefit of and in trust for, the Amalgamated Company;
(ii) All the profits or income accruing or arising to the Amalgamating Company, or
expenditure or losses arising or incurred (including the effect of taxes, if any, thereon)
by the Amalgamating Company shall, for all purposes, be treated and be deemed to be
and accrue as the profits or income or expenditure or losses or taxes of the Amalgamated
Company, as the case may be;
(iii) No assets of the Amalgamating Company shall be alienated, charged, mortgaged or
encumbered and the Amalgamating Company shall carry on the business and activities
not expressly prohibited herein with reasonable diligence and business prudence and
shall not undertake any additional financial commitments of any nature whatsoever,
borrow any amounts nor incur any other liabilities or expenditure, issue any additional
guarantees, indemnities, letters of comfort or commitments either for itself or any third
party, except in each case in the following circumstances:
(A) if the same is in the ordinary course of business;
(B) if the same is expressly permitted by this Scheme; or
(C) if prior written consent of the Amalgamated Company has been obtained.
(b) All taxes (including income tax, sales tax, excise duty, customs duty, service tax, VAT, etc.)
paid or payable by the Amalgamating Company in respect of the operations and/or the profits
of the business before the Appointed Date, shall be on account of the Amalgamating Company
and, insofar as it relates to the tax payment (including, without limitation, sales tax, excise
duty, custom duty, income tax, service tax, VAT, etc.), whether by way of deduction at source,
advance tax or otherwise howsoever, by the Amalgamating Company in respect of the profits
or activities or operation of the business after the Appointed Date, the same shall be deemed
to be the corresponding item paid by the Amalgamated Company, and, shall, in all proceedings,
be dealt with accordingly.
9. The Amalgamating Company is entitled to various benefits under incentive schemes and policies
and pursuant to this Scheme it is declared that upon the coming into effect of this Scheme, the
benefits under all of such schemes and policies shall be transferred to and vested in the Amalgamated
Company and all benefits, entitlements and incentives of any nature whatsoever including sales tax
concessions and incentives shall be claimed by the Amalgamated Company and these shall relate
back to the Appointed Date and as if the Amalgamated Company was originally entitled to all
benefits under such incentives schemes and/or policies, subject to continued compliance by the
Amalgamated Company of all the terms and conditions subject to which the benefits under the
incentive schemes were made available to the Amalgamated Company:
10. (a) Upon the coming into effect of this Scheme, all suits, actions and proceedings by or against
the Amalgamating Company pending and/or arising on or before the Effective Date shall be
continued and be enforced by or against the Amalgamated Company as effectually as if the
same had been pending and/or arising by or against the Amalgamated Company.
(b) The Amalgamated Company undertakes to have all legal or other proceedings initiated by or
against the Amalgamating Company referred to in sub-clause (a) above transferred to its
name and to have the same continued, prosecuted and enforced by or against the Amalgamated
Company.
11. (a) Upon the coming into effect of this Scheme, and subject to the provisions of this Scheme, all
contracts, deeds, bonds, agreements, arrangements, assurances and other instruments of
whatsoever nature to which the Amalgamating Company is a party, including without limitation
to its mining leases or to the benefit of which the Amalgamating Company may be eligible,
and which are subsisting or having effect immediately before the Effective Date, shall be in

77
 full force and effect against or in favour of the Amalgamated Company as the case may be
and may be enforced as fully and effectually as if, instead of the Amalgamating Company,
the Amalgamated Company had been a party or beneficiary or obligee thereto. The
Amalgamated Company shall, wherever necessary, enter into and/or issue and/or execute
deeds, writings or confirmations at any time, enter into any tripartite arrangements, confirmations
or novations prior to the Effective Date to which the Amalgamating Company will, if necessary,
also be a party in order to give formal effect to the provisions of this Clause 11.
(b) The Amalgamated Company may, at any time after the coming into effect of this Scheme in
accordance with the provisions hereof, if so required, under any law or otherwise, execute
deeds of confirmation in favour of any party to any contract or arrangement to which the
Amalgamating Company is a party or any writings as may be necessary to be executed in
order to give formal effect to the above provisions. The Amalgamated Company shall, under
the provisions of Part III of this Scheme, be deemed to be authorised to execute any such
writings on behalf of the Amalgamating Company and to carry out or perform all such
formalities or compliances referred to above on the part of the Amalgamating Company to be
carried out or performed.
12. (a) The Amalgamated Company undertakes to engage, on and from the Effective Date, all
employees of the Amalgamating Company who are in the employment of the Amalgamating
Company as on the Effective Date, on terms and conditions not less favourable than those on
which they are engaged by the Amalgamating Company, without any interruption of service
as a result of the transfer. The Amalgamated Company undertakes to continue to abide by any
agreement/settlement entered into by the Amalgamating Company with any union/employee
of the Amalgamating Company. The Amalgamated Company agrees that for the purpose of
payment of any compensation, gratuity and other terminal benefits, the past services of such
employees with the Amalgamating Company shall also be taken into account, and agrees and
undertakes to pay the same as and when payable.
(b) In so far as the existing provident fund trusts, gratuity fund and pension and/or superannuation
fund/schemes/trusts created by the Amalgamating Company for its employees are concerned,
such funds/schemes/trusts shall, subject to the necessary approvals and permissions, be
transferred to or merged with the relevant funds/schemes/trusts as determined by the
Amalgamated Company, pending which such funds/schemes/trusts shall be maintained
separately.

PART IV - ISSUANCE OF SHARES

13. The provisions of Part IV shall operate notwithstanding anything to the contrary in any other
instrument, deed or writing.
14. In consideration of the provisions of this Part IV of the Scheme and as an integral part of this
Scheme, the issued, subscribed and paid-up share capital of the Amalgamated Company shall be
increased in the manner set out in Clauses 15 to 22 below.
15. Upon the coming into effect of the Scheme, in consideration of the transfer of and vesting of the
Undertaking and the Liabilities of the Amalgamating Company to the Amalgamated Company in
terms of Part III of this Scheme, the Amalgamated Company shall without any further application,
act or deed, issue and allot to the equity shareholders of the Amalgamating Company whose names
are recorded in the Register of Members and records of the Depositary as Members of the
Amalgamating Company, on a date (the “Record Date”) to be fixed in that behalf by the Board of
Directors or a Committee thereof of the Amalgamated Company in the ratio of 1 (one) equity share
in the Amalgamated Company of Rs. 10/- credited as fully paid up for every 18 (eighteen) equity
shares of Rs. 10/- each held by such member in the Amalgamating Company (the “Share Exchange
Ratio”).
16. The shares or the share certificates of the Amalgamating Company in relation to the shares held by
its members shall, without any further application, act, instrument or deed other than what is specified
hereinabove in Clause 15, be deemed to have been automatically cancelled and be of no effect on
and from the Record Date. In so far as the issue of the Equity Shares pursuant to Clause 15 above

78
 is concerned, the same shall be issued in dematerialised form. However, each of the members
holding shares in physical form shall have the option, exercisable by notice in writing by them to
the Amalgamated Company on or before such date as may be determined by the Board of Directors
of the Amalgamated Company or a Committee of such Board of Directors, to receive, either in
physical form or in dematerialised form, the shares of the Amalgamated Company in lieu thereof in
accordance with the terms hereof. In the event that such notice has not been received by the
Amalgamated Company in respect of any of the Members, the shares of the Amalgamated Company
shall be issued to such members in physical form. Those of the members exercising the option to
receive the shares in dematerialised form shall be required to have an account with a depository
participant and shall provide details thereof and such other confirmations as may be required. It is
only thereupon that the Amalgamated Company shall issue and directly credit the demat/
dematerialised securities account of such member with the shares of the Amalgamated Company. It
is clarified that each of the members holding shares in the Amalgamating Company in dematerialised
form shall be issued the shares of the Amalgamated Company in dematerialised form as per the
records maintained by the depositories on the Record Date.
17. In case any member’s holding in the Amalgamating Company is such that the member becomes entitled
to a fraction of an equity share of the Amalgamated Company, the Amalgamated Company shall, on
behalf of all such shareholders who are entitled to fractional shareholding, issue consolidate equity
shares to a trustee nominated by the Amalgamated Company in that behalf, who shall sell such shares
and distribute the net sale proceeds (after deduction of the applicable taxes and expenses incurred) to the
shareholders respectively entitled to the same in proportion to their fractional entitlements.
18. No allotment shall be made in respect of the equity shares of the Amalgamating Company that are
held by the Amalgamated Company and the same shall stand cancelled.
19. In so far as the forfeited shares of the Amalgamating Company are concerned, no shares shall be
issued by the Amalgamated Company in lieu thereof.
20. The equity shares of the Amalgamated Company to be issued and allotted in terms of Clause 15
above shall rank pari passu in all respects with the existing equity shares of the Amalgamated
Company.
21. Equity shares of the Amalgamated Company issued in terms of Clause 15 above, shall, subject to
applicable regulations, be listed and/or admitted to trading on the relevant Stock Exchange/s in
India, where the existing equity shares of the Amalgamated Company are listed and/or admitted to
trading.
22. Unless otherwise determined by the Board of Directors or any Committee thereof of the
Amalgamating Company and the Board of Directors of the Amalgamated Company or any
Committee thereof, allotment of shares in terms of Clause 15 of this Part shall be done within
90 days from the Effective Date.

PART V - GENERAL TERMS AND CONDITIONS

23. (a) Until the coming into effect of this Scheme, Amalgamating Company and the Amalgamated
Company shall, with the prior consent of the Board of Directors of the other company, be
entitled to declare and pay dividends, whether interim or final, to their respective shareholders
in respect of the accounting period after the Appointed Date and prior to the Effective Date.
(b) Until the coming into effect of this Scheme, the holders of the shares of the Amalgamating
Company and the Amalgamated Company shall continue to enjoy their existing rights under
their respective Articles of Association including the right to receive dividends.
(c) It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling
provisions only and shall not be deemed to confer any right on any member of the
Amalgamating Company and/or the Amalgamated Company to demand or claim any dividends
which, subject to the provisions of the said Act, shall be entirely at the discretion of the
respective Boards of Directors of the Amalgamating Company and the Amalgamated Company
respectively, and subject to the approval of the shareholders of the Amalgamating Company
and the Amalgamated Company respectively.

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PART VI – ACCOUNTING TREATMENT
24. (a) The Amalgamated Company shall credit in its books of account the aggregate face value of
the Equity Shares issued by it to the members of the Amalgamating Company pursuant to
this Scheme, to the Share Capital Account and shall correspondingly debit the Amalgamation
Adjustment Account with the like amount;
(b) The Amalgamated Company shall record the assets, liabilities and reserves of the
Amalgamating Company at the values appearing in the books of the Amalgamating Company;
(c) The excess of the value of the assets over the value of the liabilities of the Amalgamating
Company vested in the Amalgamated Company pursuant to this Scheme as recorded in the
books of the account of the Amalgamated Company shall be credited to the Amalgamation
Adjustment Account;
(d) The book value of investments in the Equity Shares of the Amalgamating Company shall be
transferred to the debit of the Amalgamation Adjustment Account and the amount of provision
made for diminution in the value of such investments shall be transferred to the credit of the
Amalgamation Adjustment Account;
(e) On the net result of the foregoing, the balance remaining in the Amalgamation Adjustment
Account, debit or credit, as the case may be, shall be transferred to debit or credit of the
General Reserve Account.
25. Upon coming into effect of this Scheme the resolutions, if any, of the Amalgamating Company,
which are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and
be considered as resolutions of the Amalgamated Company and if any such resolutions have upper
monetary or other limits being imposed under the provisions of the Companies Act, or any other
applicable provisions, then the said limits shall be added and shall constitute the aggregate of the
said limits in the Amalgamated Company.
26. Upon coming into effect of this Scheme, the activities of the Amalgamating Company will be
carried on in the name and style of “Narmada Cement - a unit of ‘UltraTech Cement Limited’”. The
Registered Office of the Amalgamating Company shall cease to be in existence upon amalgamation.
27. Upon coming into effect of this Scheme, the Amalgamating Company shall stand dissolved, without
winding up.
28. The Amalgamated Company and/or the Amalgamating Company shall make necessary application
before BIFR for the sanction of this Scheme under the provisions of SICA and obtain all approvals
as may be required under the respective laws.
29. (a) The Amalgamating Company and the Amalgamated Company through their respective Board
of Directors or a Committee thereof in their full and absolute discretion, may at any time
assent on behalf of all persons concerned to any modification(s) or amendment(s) to the
Scheme which the BIFR, shareholders of Amalgamated Company and/or any other competent
authority or person, may deem fit to approve/impose and/or effect any other modification or
amendment which the Boards of the Amalgamating Company or Amalgamated Company
may consider necessary or desirable and give such directions as they may consider necessary
or desirable for settling any question, doubt or difficulty arising under the Scheme or in
regard to its implementation or in any matter connected therewith (including any question,
doubt or difficulty arising in connection with any deceased or insolvent shareholder of the
Amalgamating Company or the Amalgamated Company) and to do all acts, deeds and things
as may be necessary desirable or expedient for carrying the Scheme into effect, or to review
the position relating to the satisfaction of the conditions to this Scheme and if necessary, to
waive any of those (to the extent permissible under law) for bringing this Scheme into effect.
In the event that any modification or amendment to the Scheme or any condition imposed in
relation to the Scheme is unacceptable to the Amalgamating Company and/or to the
Amalgamated Company for any reason whatsoever, the Amalgamating Company and/or the
Amalgamated Company shall be at liberty to withdraw the Scheme at any time.

80
 (b) For the purpose of giving effect to the Scheme or to carry out any modifications or amendments
thereto, the Boards of Directors of the Amalgamating Company and the Amalgamated
Company or any Committee thereof is authorized to give such directions and/or to take such
steps as may be necessary or desirable including any directions for settling any question,
doubt or difficulty whatsoever that may arise and such directions, as the case may be, shall be
binding on all parties, in the same manner as if the same were specifically incorporated in
this Scheme.
(c) In the event of there being any pending share transfers with respect to the application lodged
for transfer by any shareholder of the Amalgamating Company, the Board of Directors or any
committee thereof of the Amalgamating Company if in existence, or failing which the Board
of Directors or any committee thereof of the Amalgamated Company shall be empowered in
appropriate case, even subsequent to the Record Date to effectuate such a transfer in the
Amalgamated Company as if such changes in registered holder were operative as on the
Record Date, in order to remove any difficulties arising to the transferor or the transferee of
the share(s) in the Amalgamated Company and in relation to the new shares after the Scheme
becomes effective.
30. The Scheme is conditional upon and subject to:
(a) The Scheme being approved, with or without modification, by a special resolution passed by
the shareholders of the Amalgamated Company as required under SICA
(b) Sanction of the Scheme by the Hon’ble BIFR.
(c) The certified copies of the BIFR order referred to in this Scheme being filed with the Registrar
of Companies, Maharashtra.
31. In the event of this Scheme failing to take effect finally by June 30, 2006 or by such later date as
may be agreed by the respective Board of Directors of the Amalgamating Company and the
Amalgamated Company, this Scheme shall become null and void and in that event no rights and
liabilities whatsoever shall accrue to or be incurred inter se by the parties or their shareholders or
creditors or employees or any other person. In such case the Amalgamated Company shall bear all
costs.
32. If any part or provisions of this Scheme is found to be unworkable for any reason whatsoever, the
same shall not, subject to the decision of the Amalgamating Company and the Amalgamated
Company, affect the validity or implementation of the other parts and/or provisions of this Scheme.
33. All costs, charges, levies, fees, duties and expenses in relation to or in connection with or incidental
to this Scheme or the implementation thereof shall be borne by the Amalgamated Company.

❋❋❋❋

81
72
 SCHEME OF AMALGAMATION
UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956
OF

Samruddhi Cement Limited … Transferor Company

WITH

UltraTech Cement Limited … Transferee Company

83
74
 IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SCHEME PETITION NO.178 OF 2010
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO.27 OF 2010

In the matter of the Companies

Act, 1956:

-And-

In the matter of Petition under

Sections 391 to 394 of the
Companies Act, 1956;

-And-

In the matter of UltraTech

Cement Limited, a company
incorporated under the
Companies Act, 1956 having its
registered office at B-Wing,
Ahura Centre, 2 nd Floor,
Mahakali Caves Road, Andheri
(East), Mumbai - 400093.

-And-

In the matter of Scheme of

Amalgamation of Samruddhi
Cement Limited with UltraTech
Cement Limited.

UltraTech Cement Limited, )

a company incorporated under )
the Companies Act, 1956, )
having its registered office at )
B-Wing, Ahura Centre, 2nd Floor, )
Mahakali Caves Road, )
Andheri (East), Mumbai-400093. ) ……….. Petitioner Company

Mr. Nikhil Sakhardande, along with Mr. Tapan Deshpande, Advocates instructed by M/s. Amarchand &
Mangaldas & Suresh A. Shroff & Co., Advocates for the Petitioner Company. Mr. Vishwajit Sawant
instructed by Mr. S.K. Mohapatra, Advocate for Regional Director.
Coram: S.J. Vazifdar, J
Date : 11th June 2010

85
P.C.
1. Heard counsel for the parties.
2. The sanction of this court is sought under Sections 391 to 394 of the Companies Act, 1956 to a
Scheme of Amalgamation Samruddhi Cement Limited (the Transferor Company) with UltraTech
Cement Limited (the Petitioner/Transferee Company).
3. The Petition is filed by the Transferee Company. It is stated that the Transferor Company has its
registered office in the State of Gujarat and necessary proceedings on behalf of Transferor Company
has been filed before the High Court of Gujarat at Ahmedabad and the sanction of this court is
sought subject to the sanction to the Scheme by the High Court of Gujarat at Ahmedabad.
4. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has
complied with all the requirements as per directions of this Court and it has filed necessary affidavits
of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all statutory
requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder.
The Undertaking is accepted.
5. The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial
to the interest of shareholders and public.
6. From the material on record, the Scheme appears to be fair and reasonable and is not violative of
any provisions of law and is not contrary to public policy. None of the parties concerned have come
forward to oppose the Scheme.
7. There is no objection to the Scheme and since all the requisite statutory compliances have been
fulfilled, Company Scheme Petition No.178 of 2010 is made absolute in terms of prayer clauses (a)
to (f) of the Petition.
8. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the
Company Registrar, High Court ( O.S.), Bombay, with the concerned Superintendent of Stamps for
the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date
of the order and upon sanction to the Scheme by the High Court of Gujarat at Ahmedabad in the
Petition filed by the Transferor Company.
9. The Petitioner Company to pay costs of Rs.7,500/- to the Regional Director, Western Region, Mumbai
within four weeks from today.
10. Filing and issuance of the drawn up order is dispensed with.
11. All authorities to act on a copy of this order along with Scheme, duly authenticated by Company
Registrar, High Court ( O.S.), Bombay.

(S.J. Vazifdar, J)

86
 SCHEME OF AMALGAMATION
UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956
OF

Samruddhi Cement Limited … Transferor Company

WITH

UltraTech Cement Limited … Transferee Company

PART I – GENERAL
A. Samruddhi Cement Limited is a public limited company incorporated under the Act (as hereinafter
defined), having its registered office at Birladham, Kharach, Kosamba – 394 120, Gujarat (the
“Transferor Company”). The Transferor Company has the main object of carrying on the business
of manufacture and sale of cement and cement related products.
B. UltraTech Cement Limited is a public limited company incorporated under the Act, having its
registered office at B-Wing, Ahura Centre, 2nd Floor, Mahakali Caves Road, Andheri (E), Mumbai
– 400093, Maharashtra (the “Transferee Company”). The Transferee Company is primarily engaged
in the business of manufacture and sale of cement, ready mix concrete and other cement related
products. The equity shares of the Transferee Company are listed on the Bombay Stock Exchange
Limited and the National Stock Exchange of India Limited (collectively, the “Stock Exchanges”).
C. In terms of a separate scheme of arrangement between Grasim Industries Limited (“Grasim”, as
more particularly defined herein), the Transferor Company and their respective shareholders and
creditors under the provisions of Sections 391 to 394 and other relevant provisions of the Act (the
“Demerger Scheme”), the undertaking of Grasim which is engaged in the manufacture and sale of
cement, ready mix concrete, white cement and other cement related products and activities (the
“Demerged Undertaking”, as more particularly defined in the Demerger Scheme) is proposed to
be and stand transferred to and vested in the Transferor Company as a going concern by way of a
demerger. Accordingly, upon the effectiveness of the Demerger Scheme, the Demerged Undertaking
of Grasim will stand transferred to and vested in the Transferor Company. The Demerger Scheme
has been filed with the High Court of Madhya Pradesh, Indore and the High Court of Gujarat, and
its effectiveness is subject to inter alia the approval of the shareholders and creditors of Grasim and
the Transferor Company and the sanction of the High Court of Madhya Pradesh, Indore and the
High Court of Gujarat.
D. Since the Transferee Company and the Transferor Company will be engaged in substantially similar
businesses upon effectiveness of the Demerger Scheme, in the interests of enhancing shareholder
value of both the companies and creating a focussed entity engaged in the cement business with all
the advantages of economies of scale, the Board of Directors of the Transferor Company as well as
the Board of Directors of the Transferee Company have considered and proposed the amalgamation
of the Transferor Company (as it exists upon effectiveness of the Demerger Scheme) with the
Transferee Company.
E. Accordingly, this Scheme (as hereinafter defined) provides for the amalgamation of the Transferor
Company with the Transferee Company and the consequent issue of equity shares by the Transferee
Company to the shareholders of the Transferor Company pursuant to Sections 391 to 394 and other
relevant provisions of the Act, and various other matters consequential to or otherwise integrally
connected with the above in the manner provided for in the Scheme.
F. The amalgamation of the Transferor Company with the Transferee Company pursuant to this Scheme
shall take place with effect from the Appointed Date and shall be in accordance with the provisions
of Section 2(1B) of the Income Tax Act, 1961.

87
G. This Scheme is divided into the following parts:
(a) Part I, which deals with the introduction and definitions, and sets out the share capital of the
Transferor Company and the Transferee Company;
(b) Part II, which deals with the amalgamation of the Transferor Company with the Transferee
Company; and
(c) Part III, which deals with the dissolution of the Transferor Company and the general terms
and conditions applicable to this Scheme.

1. DEFINITIONS AND INTERPRETATION

1.1 In the Scheme, unless repugnant to the meaning or context thereof, the following expressions
shall have the following meanings:
“Act” means the Companies Act, 1956 or any statutory modification or re-enactment thereof for
the time being in force;
“Appointed Date” means the opening of business on July 1, 2010 or such other date as may be
determined by the Boards of Directors of the Transferor Company and the Transferee Company;
“Board of Directors” or “Board” in relation to each of the Transferor Company and the Transferee
Company, as the case may be, means the board of directors of such company, and shall include a
committee duly constituted and authorised for the purposes of matters pertaining to the amalgamation,
the Scheme and/or any other matter relating thereto;
“Debt Securities” shall have the meaning assigned to it in sub-Clause 6 (f) hereof;
“Demerger Effective Date” means the date on which the equity shares of the Transferor Company
have been issued pursuant to the Demerger Scheme having become effective in accordance with
the terms thereof;
“Demerger Scheme” shall have the meaning assigned to it in paragraph C of Part I hereof;
“Effective Date” means the last of the dates on which all the conditions and matters referred to in
sub-Clause 17 (a) of the Scheme occur or have been fulfilled or waived in accordance with this
Scheme. References in this Scheme to date of ‘coming into effect of the Scheme’ or ‘effectiveness
of the Scheme’ shall mean the Effective Date;
“Eligible Employees” means the Employees and the employees of any holding or subsidiary
company of the Transferor Company who are entitled to employee stock options under the Transferor
Stock Option Scheme, to whom, as on the Record Date, options of the Transferor Company have
been granted, irrespective of whether the same are vested or not;
“Employees” means all the permanent employees of the Transferor Company as on the Effective
Date;
“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;
“Existing Stock Option Scheme” means the Employees’ Stock Option Scheme, 2006 (ESOS-
2006) of the Transferee Company;
“Funds” shall have the meaning assigned to it in sub-Clause 8 (c) hereof;
“GDRs” means the outstanding Global Depositary Receipts issued pursuant to the “Issue of Foreign
Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism)
Scheme, 1993” and other applicable law, and where relevant shall include the underlying equity
shares relating thereto;

88
“Governmental Authority” means any applicable central, state or local government, legislative
body, regulatory or administrative authority, agency or commission or any court, tribunal, board,
bureau, instrumentality, judicial or arbitral body;
“Grasim” means Grasim Industries Limited, a public limited company governed by the Act, having
its registered office at Birlagram, Nagda – 456331, Madhya Pradesh;
“High Courts” shall mean the High Court of Gujarat having jurisdiction in relation to the Transferor
Company and the High Court of Judicature at Bombay having jurisdiction in relation to the Transferee
Company and shall include the National Company Law Tribunal, as applicable or such other forum
or authority as may be vested with any of the powers of a High Court under the Act;
“Liabilities” shall have the meaning assigned to it in sub-Clause 6 (a) hereof;
“NCDs” means non-convertible debentures;
“Record Date” means the date to be fixed by the Board of Directors of the Transferee Company
for the purpose of determining the equity shareholders of the Transferor Company, to whom shares
of the Transferee Company will be allotted pursuant to this Scheme;
“Registrar of Companies” means the Registrar of Companies, Gujarat and the Registrar of
Companies, Maharashtra, Mumbai, as applicable;
“Scheme” means this scheme of amalgamation, as amended or modified in accordance with the
provisions hereof;
“Securities Act” shall have the meaning ascribed to it in sub-Clause 15 (e) hereof;
“Share Exchange Ratio” shall have the meaning assigned to it in sub-Clause 14 (b) hereof;
“Stock Exchanges” shall have the meaning ascribed to it in paragraph B of Part I hereof;
“Transferee Company” shall have the meaning assigned to it in paragraph B of Part I hereof;
“Transferee Company Depositary” shall mean the depositary engaged by the Transferee Company
in relation to the existing GDRs of the Transferee Company;
“Transferee Stock Option Scheme” shall have the meaning assigned to it in sub-Clause 8 (e) (i)
hereof;
“Transferor Company” shall have the meaning assigned to it in paragraph A of Part I hereof;
“Transferor Company Deposit Agreement” shall mean the deposit agreement (including any
amendments thereto) executed between the Transferor Company and the Transferor Company
Depositary;
“Transferor Company Depositary” shall mean the depositary engaged by the Transferor Company
in relation to the Transferor Company GDRs;
“Transferor Company GDRs” shall mean the GDRs representing equity shares of the Transferor
Company as shall be outstanding as of the Record Date;
“Transferor Stock Option Scheme” shall have the meaning assigned to it in sub-Clause 8 (e) (i)
hereof; and
“Undertaking” means all the undertakings and entire business of the Transferor Company as a
going concern, including, without limitation:
(a) all the assets and properties (whether movable or immovable, tangible or intangible, real or
personal, in possession or reversion, corporeal or incorporeal, present, future or contingent
of whatsoever nature) of the Transferor Company, whether situated in India or abroad,
including, without limitation, all the integrated cement manufacturing units, the cement
grinding units, the white cement units, the ready-mix concrete units, other cement and cement
related product manufacturing units including paver block manufacturing, bricks and autoclave

89
 brick manufacturing and glass reinforced concrete manufacturing units, cement terminals,
processing plant for conversion of municipal sewerage waste, all lands (whether leasehold or
freehold), plants, machinery, equipment, buildings and structures, offices, residential and
other premises, capital work-in-progress, furniture, fixtures, office equipment, computers,
appliances, accessories, power lines, all stocks, stocks of fuel, rolling stock, current assets
(including inventories, sundry debtors, bills of exchange, loans and advances), investments
of all kinds (including shares, scrips, stocks, bonds, debenture stocks, units or pass through
certificates), cash and bank accounts (including bank balances), contingent rights or benefits,
benefits of any deposits, receivables, advances or deposits paid by or deemed to have been
paid by the Transferor Company, financial assets, benefit of any bank guarantees, performance
guarantees and letters of credit, leases (including lease rights), hire purchase contracts and
assets, lending contracts, prospecting licenses and mining leases (in each case including the
benefit of any applications made therefor) and the surface rights in relation thereto, receivables
and liabilities related thereto, rights and benefits under any agreement, benefit of any security
arrangements or under any guarantees, reversions, powers, tenancies in relation to the office
and/or residential properties for the employees or other persons, vehicles, D.G. sets, guest
houses, godowns, warehouses, cement dumps, cement stocks and stores, railway lines and
sidings, water pipelines, depots, the power generation undertakings including power plants,
fly ash handling systems, share of any joint assets, and other facilities, right to use jetties and
ports, fixed and other assets, rights to use and avail of telephones, telexes, facsimile, email,
internet, leased line connections and installations, utilities, electricity and other services,
reserves, provisions, funds, benefits of assets or properties or other interest held in trust,
registrations, contracts, engagements, arrangements of all kind, privileges and all other rights,
easements, privileges, liberties and advantages of whatsoever nature and wheresoever situate
belonging to or in the ownership, power or possession and in the control of or vested in or
granted in favour of or enjoyed by the Transferor Company or in connection with or relating
to the Transferor Company and all other interests of whatsoever nature 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 Transferor Company, whether in India or abroad;
(b) all permits, quotas, rights, entitlements, industrial and other licences, bids, tenders, letters of
intent, expressions of interest, development rights (whether vested or potential and whether
under agreements or otherwise), municipal permissions, approvals, consents, subsidies,
privileges, income tax benefits and exemptions including the right to deduction under Section
80IA of the Income Tax Act, 1961 (or any statutory modification or re-enactment thereof for
the time being in force) in respect of the profits of the undertaking for the residual period,
i.e., for the period remaining as on the Appointed Date out of the total period for which the
deduction is available in law if the amalgamation pursuant to this Scheme does not take
place, all other rights including sales tax deferrals and exemptions and other benefits,
receivables, and liabilities related thereto, licenses, powers and facilities of every kind, nature
and description whatsoever, provisions and benefits of all agreements, contracts and
arrangements and all other interests in connection with or relating to the Transferor Company;
(c) all earnest moneys and/or security deposits paid or deemed to have been paid by the Transferor
Company;
(d) all debts, borrowings, obligations, duties and liabilities, both present and future (including
deferred tax liabilities, contingent liabilities and the Liabilities and obligations under any
licenses or permits or schemes) of every kind, nature and description whatsoever and
howsoever arising, raised or incurred or utilized, whether secured or unsecured, whether in
Indian rupees or foreign currency, whether provided for or not in the books of account or
disclosed in the balance sheet of the Transferor Company; and
(e) all intellectual property rights, trade and service names and marks, patents, copyrights, designs
and other intellectual property rights of any nature whatsoever, books, records, files, papers,
engineering and process information, software licenses (whether proprietary or otherwise),
drawings, computer programmes, manuals, data, catalogues, quotations, sales and advertising
material, lists of present and former customers and suppliers, other customer information,

90
 customer credit information, customer pricing information and all other records and documents,
whether in physical or electronic form relating to business activities and operations of the
Transferor Company.
1.2 All terms and words used but not defined in this Scheme shall, unless repugnant or contrary
to the context or meaning thereof, have the same meaning ascribed to them under the Act, the
Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and other applicable
laws, rules, regulations, bye-laws, as the case may be or any statutory modification or re-
enactment thereof for the time being in force.
1.3 References to clauses and recitals, unless otherwise provided, are to clauses and recitals of
and to this Scheme.
1.4 The headings herein shall not affect the construction of this Scheme.
1.5 The singular shall include the plural and vice versa; and references to one gender include all
genders.
1.6 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar
expression shall be construed as illustrative and shall not limit the sense of the words preceding
those terms.
1.7 References to a person include any individual, firm, body corporate (whether incorporated),
government, state or agency of a state or any joint venture, association, partnership, works
council or employee representatives body (whether or not having separate legal personality).
2. SHARE CAPITAL
(a) Transferor Company
The share capital structure of the Transferor Company as on October 31, 2009 is as under:
A. Authorised Share Capital Amount in Rs.
20,20,00,000 equity shares of Rs. 5/- each 1,01,00,00,000
Total 1,01,00,00,000
B. Issued and Subscribed Share Capital Amount in Rs.
17,00,00,000 equity shares of Rs. 5/- each 85,00,00,000

Total 85,00,00,000
C. Paid-up Share Capital Amount in Rs.
1,00,000 equity shares of Rs. 5/- each fully paid up 5,00,000
16,99,00,000 equity shares of Rs. 5/- each partly paid up
(called & paid up of Re.1 each)* 16,99,00,000

Total 17,04,00,000
*The balance payable on the partly paid shares of the Transferor Company shall be called prior to
the effectiveness of the Demerger Scheme in order to make such shares fully paid-up.
As an integral part of the Demerger Scheme, and, upon the coming into effect of the Demerger
Scheme, (i) the authorised share capital of the Transferor Company shall stand increased to Rs.
135,00,00,000 (Rupees One Hundred Thirty Five Crores) comprising of 27,00,00,000 equity shares
of Rs. 5/- each; and (ii) upon issuance of shares pursuant to the Demerger Scheme, the issued share
capital of the Transferor Company shall also stand further increased. Some equity shares issued by
the Transferor Company pursuant to the Demerger Scheme may be represented by GDRs.
The Demerger Scheme provides that upon the effectiveness of the Demerger Scheme, the Transferor
Company shall issue certain employee stock options. The exercise of such stock options may also
result in an increase in the issued and paid-up share capital of the Transferor Company.

91
 The Demerger Scheme provides that upon the effectiveness of the Demerger Scheme, all equity
shares of the Transferor Company (including those issued in terms of the Demerger Scheme) shall
be listed and/or admitted to trading on the Stock Exchanges.
(b) Transferee Company
The share capital structure of the Transferee Company as on October 31, 2009 is as under:
A. Authorised Share Capital Amount in Rs.
13,00,00,000 equity shares of Rs. 10/- each 1,30,00,00,000

Total 1,30,00,00,000
B. Issued, Subscribed and paid up Share Capital Amount in Rs.
12,44,85,879 equity shares of Rs. 10/- each* 1,24,48,58,790

Total 1,24,48,58,790
* Includes 1,84,450 equity shares represented by GDRs
The Transferee Company has outstanding employee stock options under the Existing Stock Option
Scheme, the exercise of which may result in an increase in the issued and paid-up share capital of
the Transferee Company.
The equity shares of the Transferee Company are listed on the Stock Exchanges. The GDRs
representing the underlying equity shares of the Transferee Company are not listed on any stock
exchange.

PART II – AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE

COMPANY
Section 1 – Transfer
3. Upon the coming into effect of the Scheme and with effect from the Appointed Date, the Undertaking
of the Transferor Company shall, pursuant to the sanction of the Scheme by the High Courts and
pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Act,
be and stand transferred to and vested in and/or be deemed to have been transferred to and vested
in the Transferee Company, as a going concern without any further act, instrument, deed, matter or
thing so as to become, as and from the Appointed Date, the undertaking of the Transferee Company
by virtue of and in the manner provided in this Scheme.
4. Transfer of Assets
(a) Without prejudice to the generality of Clause 3 above, upon the coming into effect of the
Scheme and with effect from the Appointed Date, all the estate, assets, properties, rights,
claims, title, interest and authorities including accretions and appurtenances comprised in the
Undertaking of whatsoever nature and wheresoever situate shall, under the provisions of
Sections 391 to 394 and all other applicable provisions, if any, of the Act, without any further
act or deed, be and stand transferred to and vested in the Transferee Company and/or be
deemed to be transferred to and vested in the Transferee Company as a going concern so as to
become, as and from the Appointed Date, the estate, assets, properties, rights, claims, title,
interest and authorities of the Transferee Company.
(b) Without prejudice to the provisions of sub-Clause (a) above, in respect of such of the assets
and properties of the Transferor Company as are movable in nature or incorporeal property
or are otherwise capable of transfer by delivery or possession, or by endorsement and/or
delivery, the same shall stand so transferred by the Transferor Company upon the coming
into effect of the Scheme, and shall, become the assets and property of the Transferee Company
with effect from the Appointed Date pursuant to the provisions of Section 394 of the Act,
without requiring any deed or instrument of conveyance for transfer of the same.

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 (c) In respect of such of the assets and properties belonging to the Transferor Company (other
than those referred to in sub-Clause (b) above) including sundry debtors, receivables, bills,
credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be
received, bank balances, investments, earnest money and deposits with any Government,
quasi government, local or other authority or body or with any company or other person, the
same shall stand transferred to and vested in the Transferee Company and/or deemed to have
been transferred to and vested in the Transferee Company, without any further act, instrument
or deed, cost or charge and without any notice or other intimation to any third party, upon the
coming into effect of this Scheme and with effect from the Appointed Date pursuant to the
provisions of Sections 391 to 394 of the Act.
(d) All assets and properties of the Transferor Company as on the Appointed Date, whether or
not included in the books of the Transferor Company, and all assets and properties, which are
acquired by the Transferor Company on or after the Appointed Date but prior to the Effective
Date, shall be deemed to be and shall become the assets and properties of the Transferee
Company, and shall under the provisions of Sections 391 to 394 and all other applicable
provisions, if any, of the Act, without any further act, instrument or deed, be and stand
transferred to and vested in and be deemed to have been transferred to and vested in the
Transferee Company upon the coming into effect of the Scheme pursuant to the provisions of
Sections 391 to 394 of the Act.
(e) All the licenses, permits, entitlements, quotas, approvals, permissions, registrations, incentives,
sales tax deferrals, exemptions and benefits, subsidies, concessions, grants, rights, claims,
leases, mining leases, prospecting licenses, tenancy rights, liberties, special status and other
benefits or privileges enjoyed or conferred upon or held or availed of by the Transferor
Company and all rights and benefits that have accrued or which may accrue to the Transferor
Company, whether on, before or after the Appointed Date, including income tax benefits and
exemptions including the right to deduction under Section 80IA of the Income Tax Act, 1961
(or any statutory modification or re-enactment thereof for the time being in force), shall,
under the provisions of Sections 391 to 394 of the Act and all other applicable provisions, if
any, without any further act, instrument or deed, cost or charge be and stand transferred to
and vest in and/or be deemed to be transferred to and vested in and be available to the Transferee
Company so as to become licenses, permits, entitlements, quotas, approvals, permissions,
registrations, incentives, sales tax deferrals, exemptions and benefits, subsidies, concessions,
grants, rights, claims, leases, mining leases, prospecting licenses, tenancy rights, liberties,
special status and other benefits or privileges of the Transferee Company and shall remain
valid, effective and enforceable on the same terms and conditions.
5. Contracts, Deeds etc.
(a) Upon the coming into effect of the Scheme, and subject to the provisions of this Scheme, all
contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of
whatsoever nature, to which the Transferor Company is a party or to the benefit of which the
Transferor Company may be eligible, and which are subsisting or have effect immediately
before the Effective Date, shall continue in full force and effect on or against or in favour, as
the case may be, of the Transferee Company and may be enforced as fully and effectually as
if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary
or obligee thereto or thereunder.
(b) Without prejudice to the other provisions of this Scheme and notwithstanding the fact that
vesting of the Undertaking occurs by virtue of this Scheme itself, the Transferee Company
may, at any time after the coming into effect of the Scheme, in accordance with the provisions
hereof, if so required under any law or otherwise, take such actions and execute such deeds
(including deeds of adherence), confirmations or other writings or arrangements with any
party to any contract or arrangement to which the Transferor Company is a party or any
writings as may be necessary in order to give formal effect to the provisions of this Scheme.
The Transferee Company shall, under the provisions of this Scheme, be deemed to be
authorised to execute any such writings on behalf of the Transferor Company and to carry
out or perform all such formalities or compliances referred to above on the part of the Transferor
Company to be carried out or performed.

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 (c) For the avoidance of doubt and without prejudice to the generality of the foregoing, it is
clarified that upon the coming into effect of the Scheme and with effect from the Appointed
Date, all consents, permissions, licences, certificates, clearances, authorities, powers of attorney
given by, issued to or executed in favour of the Transferor Company shall stand transferred to
the Transferee Company as if the same were originally given by, issued to or executed in
favour of the Transferee Company, and the Transferee Company shall be bound by the terms
thereof, the obligations and duties thereunder, and the rights and benefits under the same
shall be available to the Transferee Company.
6. Transfer of Liabilities
(a) Upon the coming into effect of this Scheme and with effect from the Appointed Date all
liabilities of the Transferor Company including all secured and unsecured debts (whether in
Indian rupees or foreign currency), liabilities (including contingent liabilities), duties and
obligations and undertakings of the Transferor Company of every kind, nature and description
whatsoever and howsoever arising, raised or incurred or utilised for its business activities and
operations along with any charge, encumbrance, lien or security thereon (herein referred to
as the “Liabilities”) shall, pursuant to the sanction of this Scheme by the High Courts and
under the provisions of Sections 391 to 394 and other applicable provisions, if any, of the
Act, without any further act, instrument, deed, matter or thing, be transferred to and vested in
and be deemed to have been transferred to and vested in the Transferee Company, and the
same shall be assumed by the Transferee Company to the extent they are outstanding on the
Effective Date so as to become as and from the Appointed Date the Liabilities of the Transferee
Company on the same terms and conditions as were applicable to the Transferor Company,
and the Transferee Company shall meet, discharge and satisfy the same and further 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 Liabilities have arisen in order to give effect
to the provisions of this Clause 6.
(b) All debts, liabilities, duties and obligations of the Transferor Company shall, as on the
Appointed Date, whether or not provided in the books of the Transferor Company, and all
debts and loans raised and used, and duties, liabilities and obligations incurred or which arise
or accrue to the Transferor Company on or after the Appointed Date till the Effective Date
shall be deemed to be and shall become the debts, loans raised and used, duties, liabilities and
obligations incurred by the Transferee Company by virtue of this Scheme.
(c) Where any such debts, liabilities, duties and obligations of the Transferor Company as on the
Appointed Date have been discharged by the Transferor Company on or after the Appointed
Date and prior to the Effective Date, such discharge shall be deemed to be for and on account
of the Transferee Company upon the coming into effect of this Scheme.
(d) All loans raised and utilised and all liabilities, duties and obligations incurred or undertaken
by the Transferor Company on or after the Appointed Date and prior to the Effective Date
shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the
Transferee Company and to the extent they are outstanding on the Effective Date, shall, upon
the coming into effect of this Scheme and under the provisions of Sections 391 to 394 of the
Act, without any further act, instrument or deed be and stand transferred to and vested in and
be deemed to have been transferred to and vested in the Transferee Company and shall become
the loans and liabilities, duties and obligations of the Transferee Company which shall meet,
discharge and satisfy the same.
(e) Loans, advances and other obligations (including any guarantees, letters of credit, letters of
comfort or any other instrument or arrangement which may give rise to a contingent liability
in whatever form), if any, due or which may at any time in future become due between the
Transferor Company and the Transferee Company shall, ipso facto, stand discharged and
come to an end and there shall be no liability in that behalf on any party and the appropriate
effect shall be given in the books of accounts and records of the Transferee Company.
(f) Without prejudice to the foregoing provisions of this Clause 6 upon the coming into effect of
this Scheme, all debentures (including NCDs), bonds, notes or other debt securities and other

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 instruments of like nature (whether convertible into equity shares or not), if any, of the
Transferor Company (hereinafter referred to as the “Debt Securities”) shall, under the
provisions of Sections 391 to 394 and other relevant provisions of the Act, without any further
act, instrument or deed, become the Debt Securities of the Transferee Company on the same
terms and conditions and all rights, powers, duties and obligations in relation thereto shall be
and stand transferred to and vested in and be deemed to have been transferred to and vested in
and shall be exercised by or against the Transferee Company to the same extent as if it
were the issuer of the Debt Securities so transferred and vested. If the Debt Securities are
listed on any stock exchange, the same shall, subject to applicable laws and regulations, be
listed and/or admitted to trading on the relevant stock exchanges in India where the Debt
Securities were listed and/or admitted to trading, on the same terms and conditions, unless
otherwise modified in accordance with applicable law.
7. Encumbrances
(a) The transfer and vesting of the assets comprised in the Undertaking to and in the Transferee
Company under Clause 3 and Clause 4 of this Scheme shall be subject to the Encumbrances,
if any, affecting the same as hereinafter provided.
(b) All Encumbrances, if any, existing prior to the Effective Date over the assets of the Transferor
Company which secure or relate to the Liabilities shall, after the Effective Date, without any
further act, instrument or deed, continue to relate and attach to such assets or any part thereof
to which they are related or attached prior to the Effective Date and as are transferred to the
Transferee Company. Provided that if any of the assets of the Transferor Company have not
been Encumbered in respect of the Liabilities, such assets shall remain unencumbered and
the existing Encumbrance referred to above shall not be extended to and shall not operate
over such assets. Further, such Encumbrances shall not relate or attach to any of the other
assets of the Transferee Company. 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.
(c) The existing Encumbrances over the other assets and properties of the Transferee Company
or any part thereof which relate to the liabilities and obligations of the Transferee Company
prior to the Effective Date shall continue to relate to such assets and properties and shall not
extend or attach to any of the assets and properties of the Transferor Company transferred to
and vested in the Transferee Company by virtue of the Scheme.
(d) Any reference in any security documents or arrangements (to which the Transferor Company
is a party) to the Transferor Company and its assets and properties, shall be construed as a
reference to the Transferee Company and the assets and properties of the Transferor Company
transferred to the Transferee Company by virtue of the Scheme. Without prejudice to the
foregoing provisions, the Transferee Company may execute any instruments or documents or
do all the acts and deeds as may be considered appropriate, including the filing of necessary
particulars and/or modification(s) of charge, with the Registrar of Companies to give formal
effect to the above provisions, if required.
(e) Upon the coming into effect of the Scheme, the Transferee Company shall be liable to perform
all obligations in respect of the Liabilities, which have been transferred to it in terms of the
Scheme.
(f) It is expressly provided that, save as herein provided, no other term or condition of the
Liabilities transferred to the Transferee Company is modified by virtue of the Scheme except
to the extent that such amendment is required statutorily or by necessary implication.
(g) The provisions of this Clause 7 shall operate notwithstanding anything to the contrary contained
in any instrument, deed or writing or the terms of sanction or issue or any security document;
all of which instruments, deeds or writings shall stand modified and/or superseded by the
foregoing provisions.
8. Employees
(a) Upon the coming into effect of this Scheme, all Employees shall become the employees of
the Transferee Company and on terms and conditions not less favourable than those on which

95
 they are engaged by the Transferor Company and without any interruption of or break in
service as a result of the amalgamation of the Transferor Company with the Transferee
Company. For the purpose of payment of any compensation, gratuity and other terminal
benefits, the past services of such Employees with the Transferor Company and such benefits
to which the Employees are entitled in the Transferor Company shall also be taken into
account, and paid (as and when payable) by the Transferee Company.
(b) It is clarified that save as expressly provided for in this Scheme, the Employees who become
the employees of the Transferee Company by virtue of this Scheme, shall not be entitled to
the employment policies and shall not be entitled to avail of any schemes and benefits that
may be applicable and available to any of the other employees of the Transferee Company
(including the benefits of or under any employee stock option schemes applicable to or covering
all or any of the other employees of the Transferee Company), unless otherwise determined
by the Transferee Company. The Transferee Company undertakes to continue to abide by any
agreement/settlement, if any, entered into or deemed to have been entered into by the Transferor
Company with any union/employee of the Transferor Company.
(c) Insofar as the provident fund, gratuity fund and superannuation fund, trusts, retirement fund
or benefits and any other funds or benefits created by the Transferor Company for the
Employees or to which the Transferor Company is contributing for the benefit of the Employees
and other such funds, trusts, the benefits of which the Employees enjoy pursuant to the
Demerger Scheme (collectively referred to as the “Funds”), all the contributions made to
such Funds for the benefit of the Employees and the investments made by the Funds in
relation to the Employees shall be transferred to the Transferee Company and shall be held
for the benefit of the concerned Employees. In the event the Transferee Company has its own
funds in respect of any of the Funds referred to above, such contributions and investments
shall, subject to the necessary approvals and permissions and at the discretion of the Transferee
Company, be transferred to the relevant funds of the Transferee Company. In the event that
the Transferee Company does not have its own funds in respect of any of the above or if
deemed appropriate by the Transferee Company, the Transferee Company may, subject to
necessary approvals and permissions, maintain the existing funds separately and contribute
thereto until such time that the Transferee Company creates its own funds, at which time the
Funds and the investments and contributions pertaining to the Employees shall be transferred
to the funds created by the Transferee Company.
(d) In relation to those Employees for whom the Transferor Company is making contributions to
the government provident fund, the Transferee Company shall stand substituted for the
Transferor 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 Employees.
(e) (i) In respect of the stock options of the Transferor Company granted by the Transferor
Company under an employees’ stock option scheme (the “Transferor Stock Option
Scheme”), upon the effectiveness of the Scheme, the Transferee Company shall issue
stock options to the Eligible Employees taking into account the Share Exchange Ratio
on terms and conditions not less favourable than those provided under the Transferor
Stock Option Scheme. Such stock options may be issued by the Transferee Company
either under the Existing Stock Option Scheme or under a separate employee stock
option scheme created by the Transferee Company inter alia for the purpose of granting
stock options to the Eligible Employees pursuant to this Scheme (“Transferee Stock
Option Scheme”).
(ii) It is hereby clarified that the options granted by the Transferee Company to the Eligible
Employees pursuant to this sub-Clause 8 (e), in lieu of options granted to them under
the Transferor Stock Option Scheme would be granted on the basis of the Share Exchange
Ratio, i.e., for every seven (7) options held by an Eligible Employee which entitle such
Eligible Employee to acquire seven (7) equity shares in the Transferor Company, such
Eligible Employee will be conferred four (4) options in the Transferee Company which
shall entitle him to acquire four (4) equity shares in the Transferee Company. Fractional
entitlements, if any, arising pursuant to the applicability of the Share Exchange Ratio
as above shall be rounded off to the nearest higher integer.

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 (iii) The total exercise price payable for options granted by the Transferee Company to the
Eligible Employees shall be equivalent to the total exercise price payable by such Eligible
Employees under the Transferor Stock Option Scheme, for such options.
(iv) The grant of options to the Eligible Employees pursuant to this Clause 8 (e) of this
Scheme shall be effected as an integral part of the Scheme and the consent of the
shareholders of the Transferee Company to this Scheme shall be deemed to be their
consent in relation to all matters pertaining to the Transferee Stock Option Scheme and
the Existing Stock Option Scheme, including without limitation, for the purposes of
creating the Transferee Stock Option Scheme and/or modifying the Transferee Stock
Option Scheme and/or the Existing Stock Option Scheme (including increasing the
maximum number of equity shares that can be issued consequent to the exercise of the
stock options granted under the Existing Stock Option Scheme, and/or modifying the
exercise price of the stock options under the Transferee Stock Option Scheme and/or
the Existing Stock Option Scheme), and all related matters. No further approval of the
shareholders of the Transferee Company would be required in this connection under
Section 81(1A) of the Act and/or any other applicable law.
(v) It is hereby clarified that in relation to the options granted by the Transferee Company
to the Eligible Employees pursuant to this Scheme, in lieu of options granted to them
under the Transferor Stock Option Scheme, the period during which the options granted
by the Transferor Company were held by or deemed to have been held by the Eligible
Employees shall be taken into account for determining the minimum vesting period
required under applicable law for stock options granted under the Transferee Stock
Option Scheme or the Existing Stock Option Scheme, as the case may be. Subject to
applicable laws, the adjustments to the exercise price per option and option entitlement
of the Eligible Employees proposed under this sub-Clause 8 (e) shall be appropriately
reflected in the accounts of the Transferee Company.
(vi) The Boards of Directors of the Transferor Company and the Transferee Company shall
take such actions and execute such further documents as may be necessary or desirable
for the purpose of giving effect to the provisions of this Clause 8.
9. Legal, Taxation and other Proceedings
Upon the coming into effect of this Scheme, all suits, actions, and other proceedings including
legal and taxation proceedings, (including before any statutory or quasi-judicial authority or tribunal)
by or against the Transferor Company, whether pending and/or arising on or before the Effective
Date shall be continued and / or enforced by or against the Transferee Company as effectually and
in the same manner and to the same extent as if the same had been instituted and/or pending and/or
arising by or against the Transferee Company.
10. Without prejudice to the provisions of Clauses 3 to 9, with effect from the Appointed Date, all
inter-party transactions between the Transferor Company and the Transferee Company shall be
considered as intra-party transactions for all purposes from the Appointed Date.

Section 2 – Conduct of Business

11. With effect from the Appointed Date and up to and including the Effective Date:
(a) the Transferor Company shall carry on and be deemed to have carried on all business and
activities and shall hold and stand possessed of and shall be deemed to hold and stand possessed
of all its estates, assets, rights, title, interest, authorities, contracts, investments and strategic
decisions for and on account of, and in trust for, the Transferee Company;
(b) all profits and income accruing or arising to the Transferor Company, and losses and
expenditure arising or incurred by it (including taxes, if any, accruing or paid in relation to
any profits or income) for the period commencing from the Appointed Date shall, for all
purposes, be treated as and be deemed to be the profits, income, losses or expenditure (including
taxes), as the case may be, of the Transferee Company;

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 (c) any of the rights, powers, authorities or privileges exercised by the Transferor Company
shall be deemed to have been exercised by the Transferor Company for and on behalf of, and
in trust for and as an agent of the Transferee Company. Similarly, any of the obligations,
duties and commitments that have been undertaken or discharged by the Transferor Company
shall be deemed to have been undertaken for and on behalf of and as an agent for the Transferee
Company; and
(d) all taxes (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs
duty, service tax, VAT, etc.) paid or payable by the Transferor Company in respect of the
operations and/or the profits of the Undertaking before the Appointed Date, shall be on account
of the Transferor Company and, insofar as it relates to the tax payment (including, without
limitation, income tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT,
etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the
Transferor Company in respect of the profits or activities or operation of the Undertaking
with effect from the Appointed Date, the same shall be deemed to be the corresponding item
paid by the Transferee Company, and, shall, in all proceedings, be dealt with accordingly.
12. Subject to the terms of the Scheme, the transfer and vesting of the Undertaking of the Transferor
Company as per the provisions of the Scheme shall not affect any transactions or proceedings
already concluded by the Transferor Company on or before the Appointed Date or after the Appointed
Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts
all acts, deeds and things made, done and executed by the Transferor Company as acts, deeds and
things made, done and executed by or on behalf of the Transferee Company.

Section 3: Issue of equity shares by Transferee Company

13. The provisions of this Section 3 of the Scheme shall operate notwithstanding anything to the contrary
in this Scheme or in any other instrument, deed or writing.
14. Issue of new equity shares
(a) Upon the coming into effect of the Scheme and in consideration of the transfer and vesting of
the Undertaking of the Transferor Company in the Transferee Company in terms of the Scheme,
the Transferee Company shall, without any further application, act, instrument or deed, issue
and allot to each member of the Transferor Company, whose name is registered in the Register
of Members of the Transferor Company on the Record Date or his/her/its legal heirs, executors
or successors as the case may be, equity shares in the Transferee Company, in the ratio of
four (4) equity shares of the face value of Rs. 10/- (Rupees Ten) each (credited as fully paid
up) of the Transferee Company for every seven (7) equity shares of the face value of Rs. 5/-
(Rupees Five) each (credited as fully paid-up) held by such member or his/her/its respective
legal heirs, executors or successors in the Transferor Company.
(b) The ratio in which equity shares of the Transferee Company are to be issued and allotted to
the members of the Transferor Company is herein referred to as the “Share Exchange Ratio”.
(c) Upon the Scheme becoming effective, the issued, subscribed and paid-up share capital of the
Transferee Company shall stand suitably increased consequent upon the issuance of new
equity shares in accordance with sub-Clause 14 (a) above. It is clarified that no special
resolution under Section 81(1A) of the Act shall be required to be passed by the Transferee
Company separately in a general meeting for issue of shares to the members of the Transferor
Company under this Scheme and on the shareholders of the Transferee Company approving
this Scheme, it shall be deemed that they have given their consent to the issue of equity
shares of the Transferee Company to the members of the Transferor Company in the Share
Exchange Ratio.
(d) As an integral part of the Scheme, and, upon the coming into effect of the Scheme, the
authorised share capital of the Transferee Company shall automatically stand increased, without
any further act, instrument or deed on the part of the Transferee Company including payment
of stamp duty and fees payable to Registrar of Companies, by the authorised share capital of
the Transferor Company. In addition to the increase of the authorised share capital of the
Transferee Company by the authorised share capital of the Transferor Company, the authorised

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 share capital of the Transferee Company shall stand increased by a further amount of
Rs. 15,00,00,000 (Rupees Fifteen Crores) comprising of 1,50,00,000 equity shares of Rs. 10/-
each, without any further act, instrument or deed, such that upon the effectiveness of the
Scheme the authorised share capital of the Transferee Company shall be Rs. 280,00,00,000
(Rupees Two Hundred Eighty Crores) comprising of 28,00,00,000 equity shares of Rs. 10/-
(Rupees Ten) each, without any further act or deed.
(e) The capital clause of the Memorandum of Association of the Transferee Company and Article
3 of the Articles of Association of the Transferee Company shall, upon the coming into effect
of this Scheme and without any further act or deed, be replaced by the following clause:

MEMORANDUM OF ASSOCIATION
“The authorised share capital of the Company is Rs. 280,00,00,000 (Rupees Two Hundred
Eighty Crores) divided into 28,00,00,000 (Twenty Eight Crore) equity shares of Rs. 10/-
(Rupees Ten) each, with the rights, privileges and conditions attached thereto with the power
to vary, modify or abrogate such rights, privileges and conditions as may be provided by the
Articles of Association of the Company for the time being. The Board of Directors shall have
the power to classify as and when required the shares as equity or preference shares and
attach thereto respectively such preferential, deferred, qualified or special rights, privileges
and conditions and also the power to increase or reduce the capital of the Company as may be
determined in accordance with the Articles of Association of the Company.”

ARTICLES OF ASSOCIATION
“The Share Capital of the Company shall be Rs. 280,00,00,000 (Rupees Two Hundred Eighty
Crores) divided into 28,00,00,000 (Twenty Eight Crore) equity shares of Rs. 10/- (Rupees
Ten) each, with the power to increase or reduce such capital from time to time in accordance
with the regulations of the Company and the legislative provisions for the time being in force
in this behalf and with the power also to divide the shares in the capital for the time being into
equity share capital and preference share capital and to attach thereto respectively any
preferential, qualified or special rights, privileges or conditions.”
(f) It is hereby clarified that for the purposes of sub-Clause 14 (d) and (e) above, the consent of
the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting
the above amendment or increase in authorised share capital of the Transferee Company, and
no further resolution under Section 16, Section 31, Section 94 or any other applicable provisions
of the Act, would be required to be separately passed. The stamp duties and fees (including
registration fee) paid on the authorised share capital of the Transferor Company shall be
utilized and applied to the increased authorised share capital of the Transferee Company and
there would be no requirement for any further payment of stamp duty and/or fee (including
registration fee) by the Transferee Company for increase in the authorised share capital to
that extent.
(g) The shares issued to the members of the Transferor Company by the Transferee Company
pursuant to sub-Clause 14 (a) above shall be issued in dematerialised form by the Transferee
Company, unless otherwise notified in writing by the members of the Transferor Company to
the Transferee Company on or before such date as may be determined by the Board of Directors
of the Transferee Company or a committee thereof. In the event that such notice has not been
received by the Transferee Company in respect of any of the members of the Transferor
Company, the shares shall be issued to such members in dematerialised form provided that
the members of the Transferor Company shall be required to have an account with a depositary
participant and shall be required to provide details thereof and such other confirmations as
may be required. It is only thereupon that the Transferee Company shall issue and directly
credit the dematerialised shares to the account of such member with the shares of the Transferee
Company. In the event that the Transferee Company has received notice from any member
that shares are to be issued in physical form or if any member has not provided the requisite
details relating to his/her /its account with a depositary participant or other confirmations as
may be required, then the Transferee Company shall issue shares in physical form to such
member.

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 (h) In the event of there being any pending share transfers, whether lodged or outstanding, of any
member of the Transferor Company, the Board of Directors of the Transferee 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 registered holder were operative as on the Record Date,
in order to remove any difficulties arising to the transferor of the share in the Transferor
Company and in relation to the shares issued by the Transferee Company after the effectiveness
of the Scheme. The Board of Directors of the Transferee Company shall be empowered to
remove such difficulties as may arise in the course of implementation of this Scheme and
registration of new shareholders in the Transferee Company on account of difficulties faced
in the transaction period.
(i) Equity shares to be issued by the Transferee Company pursuant to sub-Clause 14 (a) above in
respect of such of the equity shares of the Transferor Company which are held in abeyance
under the provisions of Section 206A of the Act or otherwise shall, pending allotment or
settlement of dispute by order of Court or otherwise, also be kept in abeyance by the Transferee
Company.
(j) The equity shares issued and allotted by the Transferee Company in terms of this Scheme
shall rank pari passu in all respects with the then existing equity shares of the Transferee
Company.
(k) The equity shares of the Transferee Company issued in terms of this Scheme will be listed
and/or admitted to trading on the Stock Exchanges where the shares of the Transferee Company
are listed and/or admitted to trading. The shares allotted pursuant to this Scheme shall remain
frozen in the depositories system till relevant directions in relation to listing/trading are given
by the relevant stock exchanges.
(l) In case any shareholder’s holding in the Transferor Company is such that the shareholder
becomes entitled to a fraction of an equity share of the Transferee Company, the Transferee
Company shall not issue fractional share certificates to such shareholder but shall consolidate
such fractions and issue consolidated equity shares to a trustee nominated by the Transferee
Company in that behalf, who 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.
15. GDRs
(a) Upon the coming into effect of this Scheme, and the issue of shares in the Share Exchange
Ratio by the Transferee Company pursuant to the provisions of sub-Clause 14 (a) above,
subject to the cash-out option described in sub-Clauses 15 (e) and (f) being exercised, the
Transferee Company shall procure the issuance of GDRs of the Transferee Company by the
Transferee Company Depositary, with the cooperation of the Transferor Company Depositary,
to the holders of the Transferor Company GDRs who are entitled to the same in an appropriate
manner in accordance with the terms of the deposit agreement entered into between the
Transferee Company and the Transferee Company Depositary (the “Transferee Company
Deposit Agreement”). The Transferee Company and the Transferee Company Depositary
shall enter into such further documents as may be necessary and appropriate with respect to
such issuance, which shall contain all detailed terms and conditions with respect to such
issuance of GDRs of the Transferee Company.
(b) If, on account of the Share Exchange Ratio, fractional GDRs of the Transferee Company
have to be issued, then, in accordance with the provisions of the Transferor Company Deposit
Agreement or the Transferee Company Deposit Agreement as applicable, in lieu of delivering
receipts for fractional GDRs, the Transferor Company Depositary or the Transferee Company
Depositary, as applicable, may, in its discretion, sell the equity shares of the Transferee
Company represented by the aggregate of such fractions, at public or private sale, at such
place or places and at such price or prices as it may deem proper, and distribute the net
proceeds of any such sale (after deduction of taxes and expenses incurred) in accordance
with the terms of the relevant Deposit Agreement.

100
 (c) The Transferee Company shall take all such additional steps and do all such acts, deeds and
things as may be necessary for the issue of GDRs pursuant to sub-Clause 15 (a) above.
(d) The GDRs of the Transferee Company issued pursuant to sub-Clause 15 (a) above shall not
be listed unless required by any regulations or laws.
(e) The equity shares of the Transferee Company issued pursuant to this Scheme, including,
without limitation, the equity shares underlying such GDRs, shall not be registered under the
United States Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the
exemption under Section 3(a)(10) of the Securities Act. The sanction of the High Courts to
this Scheme will be relied upon for the purpose of qualifying the issuance and distribution of
the equity shares of the Transferee Company issued pursuant to this Scheme, including, without
limitation, the equity shares underlying the GDRs, for such an exemption from the registration
requirements of the Securities Act under Section 3(a)(10) thereof. The Transferee Company
may elect, in its sole discretion, to (i) cash out holders of the Transferor Company GDRs in
the manner set out in sub-Clause 15 (f) below in lieu of issuing GDRs, or (ii) register its
GDRs issued pursuant to this Scheme on Form F-6, as required by the Securities Act.
(f) If the Transferee Company elects to cash out the holders of the Transferor Company GDRs
pursuant to sub-Clause 15 (e) above, then the shares (which represent the entitlement of the
holders of the Transferor Company GDRs) issued by the Transferee Company to the Transferor
Company Depositary or the Transferee Company Depositary shall be sold by the Transferor
Company Depositary or the Transferee Company Depositary as applicable, in the open market
and the net sales proceeds (after the deduction of taxes and expenses incurred) shall be
distributed to the holders of the Transferor Company GDRs in the same proportion as their
entitlements. The Transferee Company, the Transferee Company Depositary, the Transferor
Company and/or the Transferor Company Depositary shall enter into such further documents
and take such further actions as may be necessary or appropriate with respect to this paragraph
and to enable the actions contemplated herein.
(g) It is clarified that the provisions of sub-Clauses 15 (a) to (f) above shall also be applicable to
any GDRs that the Transferor Company Depositary may issue prior to the Record Date.

PART III – DISSOLUTION OF TRANSFEROR COMPANY AND OTHER TERMS AND

CONDITIONS
16. Accounting Treatment
(a) Save as hereinafter provided, the reserves of the Transferor Company shall be accounted for,
while incorporating the assets and liabilities of the Transferor Company in the accounts of
the Transferee Company, in accordance with Accounting Standard 14 (“Accounting for
Amalgamations”) issued by the Institute of Chartered Accountants of India. Upon the Scheme
becoming effective and with effect from the Appointed Date:
(i) The Transferee Company shall record the assets and liabilities of the Transferor Company
pursuant to this Scheme at their respective book values as appearing in the books of the
Transferor Company.
(ii) The Transferee Company shall credit its Share Capital account with the aggregate face
value of the equity shares issued to the shareholders of the Transferor Company pursuant
to Clause 14 of the Scheme.
(iii) The Debenture Redemption Reserve relating to NCDs of the Transferor Company and
lying in the books of the Transferor Company, shall be credited by the Transferee
Company to its Debenture Redemption Reserve account.
(iv) The Capital Subsidy Reserve relating to and lying in the books of the Transferor Company
shall be credited by the Transferee Company to its Capital Subsidy Reserve account.
(v) The excess or deficit, if any, remaining after recording the aforesaid entries, the costs,
charges and expenses (including but not limited to any taxes, duties, stamp duty,
registration charges, etc.) in relation to any matter arising out of the Scheme including

101
 transfer of assets of the Transferor Company to the Transferee Company in accordance
with the Scheme, shall be credited or debited, as the case may be, by the Transferee
Company to its General Reserve. General Reserve, created if any, shall be treated for
all purposes as free reserves as per the Act.
17. Scheme Conditional on
(a) The Scheme is conditional upon and subject to:
(i) the Demerger Effective Date having occurred;
(ii) the Scheme being agreed to by the respective requisite majorities of the various classes
of shareholders and/or creditors of the Transferor Company and the Transferee Company
as required under the Act and the requisite orders of the High Court of Judicature at
Bombay and High Court of Gujarat being obtained;
(iii) such other sanctions and approvals as may be required by law in respect of this Scheme
being obtained; and
(iv) the certified copies of the court orders referred to in this Scheme being filed with the
Registrar of Companies, Mumbai and Registrar of Companies, Gujarat.
(b) In the event of this Scheme failing to take effect by October 31, 2010 or such later date as
may be agreed by the respective Boards of Directors of the Transferor Company and the
Transferee Company, this Scheme shall stand revoked, cancelled and be of no effect and
become null and void, and in that event, no rights and liabilities shall accrue to or be incurred
inter se between the parties or their shareholders or creditors or employees or any other
person. In such case, each of the Transferor Company and the Transferee Company shall bear
its own costs and expenses or as may be otherwise mutually agreed.
18. Upon the coming into effect of the Scheme, the Transferor Company shall stand dissolved without
winding-up.
19. Dividends
(a) The Transferor Company and the Transferee Company shall be entitled to declare and pay
dividends, whether interim or final, to their respective shareholders in respect of the accounting
period prior to the Effective Date. Provided that the shareholders of the Transferor Company
shall not be entitled to dividend, if any, declared and paid by the Transferee Company to its
shareholders for the accounting period prior to the Appointed Date.
(b) The holders of the shares of the Transferor Company and the Transferee 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.
(c) It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling
provisions only and shall not be deemed to confer any right on any shareholder of the Transferor
Company and/or the Transferee Company to demand or claim any dividends which, subject
to the provisions of the Act, shall be entirely at the discretion of the respective Boards of
Directors of the Transferor Company and the Transferee Company respectively, and subject
to the approval, if required, of the shareholders of the Transferor Company and the Transferee
Company respectively.
20. Applications
The Transferor Company and the Transferee Company shall make necessary applications before
the respective High Courts for the sanction of this Scheme under Sections 391 and 394 of the Act.
21. Resolutions
Upon the coming into effect of the Scheme, the resolutions, if any, of the Transferor Company,
which are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and
be considered as resolutions of the Transferee Company and if any such resolutions have any
monetary limits approved under the provisions of the Act, or any other applicable statutory provisions,

102
 then the said limits shall be added to the limits, if any, under like resolutions passed by the Transferee
Company and shall constitute the aggregate of the said limits in the Transferee Company.
22. Modifications to the Scheme
(a) The Transferor Company (by its Board of Directors) and the Transferee Company
(by its Board of Directors), may, in their full and absolute discretion, assent to any
alteration or modification to this Scheme which either the Board of Directors of the Transferor
Company or the Board of Directors of the Transferee Company, as the case may be, deem fit,
or which the Court and/or any other Governmental Authority may deem fit to approve or
impose.
(b) The Transferor Company (by its Board of Directors) and the Transferee Company (by its
Board of Directors), may give such directions as they may consider necessary to settle any
question or difficulty arising under the Scheme or in regard to and of the meaning or
interpretation of the Scheme or implementation hereof or in any matter whatsoever connected
therewith (including any question or difficulty arising in connection with any deceased or
insolvent shareholders, depositors or debenture-holders of the respective companies), or to
review the position relating to the satisfaction of various conditions to the Scheme and if
necessary, to waive any of those (to the extent permissible under law).
23. The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to any
Governmental Authority, if required, under any law for such consents and approvals which the
Transferee Company may require to carry on the business of the Transferor Company.
24. Severability
If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not,
subject to the decision of the Transferor Company and the Transferee Company, affect the validity
or implementation of the other parts and/or provisions of this Scheme.
25. Upon this Scheme becoming effective, the accounts of the Transferee Company, as on the Appointed
Date shall be reconstructed in accordance with the terms of this Scheme.
26. The Transferee Company shall be entitled to file/revise its income tax returns, TDS certificates,
TDS returns, wealth tax returns and other statutory returns, if required, and shall have the right to
claim refunds, advance tax credits, credit of tax under Section 115JB of the Income Tax Act, 1961,
credit of tax deducted at source, credit of foreign taxes paid/ withheld etc, if any, as may be required
consequent to implementation of this Scheme.
27. Costs
Subject to the provisions of sub-Clause 17 (b) of the Scheme, all costs, charges and expenses
(including, but not limited to, any taxes and duties, stamp duty, registration charges, etc.) of /
payable by the Transferor Company and the Transferee Company in relation to or in connection
with the Scheme and incidental to the completion of the amalgamation of the Transferor Company
with the Transferee Company in pursuance of the Scheme shall be borne and paid by the Transferee
Company.

❋❋❋❋

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94
 SCHEME OF ARRANGEMENT

UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956

BETWEEN

ULTRATECH CEMENT LIMITED

AND

JAYPEE CEMENT CORPORATION LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

105
96
 IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY SCHEME PETITION.80 OF 2014

CONNECTED WITH

COMPANY SUMMONS FOR DIRECTION N0.798 OF 2013

UltraTech Cement Limited ...Petitioner/

[CIN: L26940MH2000PLC128420] Company

In the matter of the Companies Act, 1956

And

In the matter of Sections 391 to 394 of the Companies Act, 1956

And

In the matter of Arrangement between Jaypee Cement Corporation

Limited

And

UltraTech Cement Limited and their respective shareholders and

creditors;

Mr. Virag Tulzapurkar, Sr. Advocate a/w. Mr. Tapan Deshpande

i/b. Amarchand & Mangaldas for the Petitioners.

Mr. C.J. Joy a/w K.R. Choudhary i/b. H.P. Chaturvedi and for the
Respondents.

CORAM: G.S. PATEL, J

DATED: APRIL 04, 2014.

PC:-

107
1. Heard learned counsel for the Petitioner Company.
2. None appears before the Court to oppose the Petition nor has any party controverted averments
made in the Petition.
3. Learned Advocate for the Petitioner Company states that the Petition has been filed to seek sanction
to the Scheme of Arrangement between Jaypee Cement Corporation Limited and UltraTech Cement
Limited and their respective shareholders and creditors (Scheme), pursuant to the provisions of
Sections 391 to 394 and other relevant provisions of the Companies Act, 1956.
4. The Petitioner/Transferee Company is engaged in the business of manufacture and sale of various
grades and types of cement, ready mix concrete and other cement related products . The Transferor
Company is inter alia engaged in the business of manufacture and sale of cement and clinker in the
State of Gujarat and in other parts of India. The Learned Advocate for the Petitioner /Transferee
Company says that the benefits of the Demerger of the Demerged Undertaking pursuant to the
Scheme (A) For the Transferor Company: (a) unlocking of value for the Transferor Company by
demerger of part of its assets; and (b) helping the Transferor Company in deleveraging its balance
sheet, including reduction of debt and interest outgo as well as creation of value for the shareholders
of the Transferor Company; (B) For the Petitioner/Transferee Company (a) availability of land and
mining lease in Gujarat to cater to the growing western market; (b) strategic fit for serving existing
market and also to cater additional volume linked to costal markets; (c) synergies in manufacture
and distribution process and logistics alignment leading to economies of scale and creation of
efficiencies by reducing time to market and benefiting consumers; (d) create value for shareholders
of the Petitioner Company. The Board of Directors of the Petitioner/ Transferee Company and the
Transferor Company, have approved the said Scheme by passing their respective board resolutions
which are annexed to the Petition.
5. The Learned Advocate for the Petitioner/Transferee Company states that the Petitioner/Transferee
has complied with all the directions passed in the Company Summons for Direction and that the
Company Scheme Petition has been filed in consonance with the order passed in the Company
Summons for Direction.
6. The Learned counsel appearing on behalf of the Petitioner/ Transferee Company has stated that the
Petitioner/Transferee Company has complied with all requirements as per directions of this Court
and they have filed necessary Affidavits of compliance in the Court. Moreover the Petitioner/
Transferee Company undertakes to comply with all statutory requirements if any, as required under
the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted.
7. The Regional Director has filed an Affidavit dated 1st April, 2014 stating therein that save and
except as stated in paragraph 6, of the said affidavit, it appears that the Scheme is not prejudicial to
the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that:
“6. That the Deponent further submits that:-
(a) Clause 13 of the scheme provides for accounting treatment in the books of Resulting Company.
In this regard, it is further submitted that in addition to compliance of AS 14 Resulting Company
shall pass such accounting entries as may be necessary in connection with the scheme to
comply with other applicable accounting standards.
(b) It is submitted that though it is mentioned in clause 14 of the scheme that the proposed
scheme is in compliance with Income Tax Act, it is observed that the Demerged Undertaking
is loss making company, Hence, on transfer of assets/liabilities of Demerged Company with
Resulting Company, any tax issue if any, arising out of this scheme is subject to decisions of
Income Tax Authority and the approval of this scheme by Hon’ble High Court may not deter
the power of Income Tax Authority to examine the tax issue independently and the decision
of Income tax authority is binding on the petitioner company.
(c) It is observed that the mines/mining licenses granted to Demerged Company is proposed to
be transferred to Resulting Company. Both the companies shall ensure, that the approval of
Regulatory Authority be obtain before transfer of such mines/license etc.

108
 (d) Clause 1(d) of the Scheme defines ‘Appointed date’, “shall be the effective date as defined in
the scheme”
Clause 1(s) of the scheme defines “Effective date means the date on which the scheme becomes
effective in accordance with its terms, which shall be the closing date” it is observed that
there is no mention of specific date as appointed date.
The specific date is required in as much as to ascertain what is the value of assets and liabilities
as on appointed date are going to be transferred to Resulting Company from Demerged
Company and also to ascertain the correctness of the consideration payable by the Resulting
Company to the shareholders of Demerged Company. In view of the above the petitioner
Company may be directed to clarify the same.
(e) That the Registered Office of the Transferor Company is situated in the State of Uttar Pradesh.
Hence the Transferor Company has to file similar petition before the Hon’ble High Court of
Allahabad for approving the said Scheme.”
8. As far as the observation in paragraph 6 (a) of the said Affidavit is concerned, the Petitioner/
Transferee Company through its counsel submits that the Petitioner/Transferee Company will in
addition to compliance of AS 14, will comply with all the Accounting Standard, as applicable
under law.
9. As far as the observation in paragraph 6 (b) of the Affidavit of the Regional Director is concerned,
the Petitioner/Demerged/ Transferee Company is bound to comply with all applicable provisions
of Income Tax Act and all tax issues arising out of Scheme will be met and answered in accordance
with law.
10. As far as the observation in paragraph 6 (c) of the Affidavit of the Regional Director is concerned,
the Petitioner/Transferee Company through its counsel undertakes that the Petitioner/ Transferee
Company and the Transferor Company shall ensure that the approval of Regulatory Authority, if
required, will be obtained before the transfer of mines/ mining licenses granted to the Demerged
Company which are proposed to be transferred to the Petitioner/Transferee Company under the
Scheme.
11. As far as the observation in paragraph 6 (d) of the Affidavit of the Regional Director is concerned,
the Petitioner /Transferee Company through its counsel submits that in the present scheme, clause
9 elaborates the matter in which the valuation of the assets and liabilities to be transferred to and
vested in the Petitioner Company would be done, based on which the consideration payable by the
Petitioner Company to the shareholders of the Demerged Company would be determined.
Accordingly, the Regional Director’s concern that the value of the assets and liabilities being
transferred should be ascertained so as to ascertain the correctness of the consideration being paid
to the shareholders of the Demerged Company is taken care of, since the value will be determined
as set out in the Scheme and the consideration will get adjusted depending on the value of the assets
and liabilities being transferred.
12. In terms of clause of the Scheme, within five (5) days of the later of (a) receipt of the last High
Court Order, (b) approval of the CCI under the Competition Act, 2002 and the Combination
Regulations and (c) approval of the Securities Exchange Board of India (SEBI) in terms of the
SEBI Circulars, the Demerged Company shall deliver to the Petitioner Company inter alia among
others the estimated Net Working Capital Statement, the estimated Financial Indebtedness; the
fixed asset register etc. Within two days of the receipt of the said information /documents the
Petitioner Company shall be entitled to conduct a limited review of the financial statements and
conduct a physical verification of assets, in order to confirm the adjustments to the Consideration
for the purpose of Clause 9 (b) of the Scheme. The Petitioner Company thereafter shall complete
the said verification prior to the Closing Date, which shall be the date 28th day following the later
of (a) receipt of the last High Court, Order; (b) approval of the SEBI in terms of the SEBI Circulars;
(c) approval of the CCI under the Competition Act, 2002 and the Combination Regulations (which
approval has already been received).

109
13. Although the “Appointed Date” is not specified in terms of mentioning a date, month and year as
the Appointed Date, the method of determining the Appointed Date is clearly specified.
14. The process of ascertaining the value of the assets and liabilities of the Demerged Undertaking to
be transferred to and vested in Petitioner Company and to fix the consideration in the manner set
out in the Scheme is the commercial undertaking arrived at between the Demerged Company and
the Petitioner Company. Before the Scheme was filed in this Court to seek sanction thereto, the
said Scheme was approved by the BSE Limited and National Stock Exchange of India Limited
vide their letters both dated 24th October, 2013 (being Exhibits “C1” and “C2” to the Petition) after
obtaining necessary approval from the SEBI. The said Scheme was also approved with the requisite
majority by shareholders and creditors of the Petitioner Company in their court convened meetings,
held on 20th January 2014.
15. As far as the observation in paragraph 6(e) of the said Affidavit is concerned, the Petitioner/Transferee
Company through its counsel submits that the Transferor Company has also filed Petition under
Sections 391 to 394 of the Companies Act, 1956 in the High Court of Allahabad seeking sanction to
the Scheme and the same is pending for final hearing.
16. The Learned Counsel for the Regional Director on instructions of Mr. M. Chandanamuthu, Joint
Director Legal, in the office of the Regional Director, Ministry of Corporate Affairs, Western Region,
Mumbai states that they are satisfied with the undertakings given hereinabove by the Petitioner/
Transferee Company through its counsel.
17. From the material on record, the Scheme appears to be fair and reasonable and is not violative of
any provisions of law and is not contrary to public policy.
18. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 80
of 2014 filed by the Petitioner/Transferee Company is made absolute in terms of prayer clauses
(a) and (b), subject to sanction and approval to the Scheme by the High Court of Allahabad.
19. The Petitioner Company to lodge a copy of this order and the Scheme, duly authenticated by the
Company Registrar, High Court (O.S.), Bombay with the concerned Superintendent of Stamps, for
the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of the order.
20. The Petitioner Company is directed to file a copy of this order along with a copy of the Scheme,
duly authenticated by the Company Registrar, High Court [O.S.], Bombay, with the concerned
Registrar of Companies, electronically, along with e- Form 21/INC 28 in addition to physical copy
as per the provisions of Companies Act, 1956/ 2013, whichever is applicable.
21. The Petitioner/Transferee Company to pay costs of this Company Scheme Petition of Rs.10,000/-
to the Regional Director, Western Region , Mumbai. Costs to be paid within four weeks from today.
22. Filing and issuance of the drawn up order is dispensed with.
23. All concerned authorities to act on a copy of this order along with the Scheme, duly authenticated
by the Company Registrar, High Court (0. S.), Bombay.

(G. S. PATEL, J.)

110
 SCHEME OF ARRANGEMENT

UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956

BETWEEN

ULTRATECH CEMENT LIMITED

AND

JAYPEE CEMENT CORPORATION LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

I. INTRODUCTION:

(a) Jaypee Cement Corporation Limited is a public limited company

incorporated under the Act (as defined hereinafter), having its registered
office at Sector 128, Noida, Uttar Pradesh, 201304(“Transferor
Company”). The Transferor Company is a wholly owned subsidiary of
Jaiprakash Associates Limited, a public limited company incorporated
under the Act, having its registered office at Sector 128, Noida, Uttar
Pradesh - 201304 (“Parent Shareholder”). The Transferor Company is
engaged, inter alia, in the business of manufacture and sale of cement and
clinker in the State of Gujarat and in other parts of India.

(b) UltraTech Cement Limited is a public limited company incorporated under

the Act, having its registered office at 2nd floor, Ahura Centre, B-Wing,
Mahakali Caves Road, Andheri (E), Mumbai - 400093 (“Transferee
Company”). The Transferee Company is primarily engaged in the
business of manufacture and sale of various grades and types of cement,
ready mix concrete and other cement related products. The equity shares of
the Transferee Company are listed on Stock Exchanges (as defined
hereinafter).

(c) Pursuant to Sections 391 to 394 read with other relevant provisions of the
Act, this Scheme (as defined hereinafter) provides for demerger of the
Demerged Undertaking (as defined hereinafter) of the Transferor
Company and shall vest in and be merged with the Transferee Company
and the consequent issue of (i) Demerger Shares (as defined hereinafter) to
the equity and preference shareholders of the Transferor Company and (ii)
if required to be issued, equity shares referred to in Clause 9(e)(iv) herein
below, by the Transferee Company to the equity shareholders of the
Transferor Company.

111
II. FACTS, RATIONALE AND BENEFITS:

(a) The Transferor Company and the Transferee Company have entered into
an agreement dated September 11, 2013 (“Implementation Agreement”),
pursuant to which it has been agreed to demerge the Demerged
Undertaking as a going concern to the Transferee Company on the agreed
terms and conditions as set out herein below and in compliance with the
provisions of Section 2(19AA), Section 2(19AAA) and 2(41A) of IT Act
(as defined hereinafter).

(b) The demerger of the Demerged Undertaking pursuant to this Scheme

would inter alia result in following benefits:

(i) In case of the Transferor Company:

(a) unlocking of value for the Transferor Company by

demerger of part of its assets; and

(b) helping the Transferor Company in deleveraging its balance

sheet, including reduction of debt and interest outgo as well
as creation of value for the shareholders of the Transferor
Company.

(ii) In case of the Transferee Company:

(a) Availability of land and mining leases in Gujarat to cater to

the growing western market;

(b) strategic fit for serving existing market and also to cater
additional volume linked to coastal markets;

(c) synergies in manufacture and distribution process and

logistics alignment leading to economies of scale and
creation of efficiencies by reducing time to market and
benefitting consumers;

(d) create value for shareholders of the Transferee Company.

III. PARTS OF THE SCHEME:

The Scheme is divided into the following parts:

(a) Part I deals with the definitions and share capital of the Transferor and
Transferee Company;

(b) Part II deals with demerger of the Demerged Undertaking from the
Transferor Company and its vesting in and merger with the Transferee
Company for consideration and matters incidental thereto; and

(c) Part III deals with the general terms and conditions that would be
applicable to the Scheme.

112
 PART – I

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS:

In this Scheme unless repugnant to the meaning or context thereof, the following
expressions shall have the following meanings:

(a) “Act” means the Companies Act, 1956 and rules and regulations made
thereunder and shall include any statutory modifications, amendments or
re-enactment thereof for the time being in force;

(b) “Adjustment Statement” shall have the meaning set forth in Clause
9(e)(i);

(c) “Affiliates” means, in relation to any Person, any other Person that
directly or indirectly through one (1) or more Person(s), Controls, is
Controlled by, or is under common Control with, the Person specified; and
in the case of a natural Person, shall mean any Relative of such natural
Person;

(d) “Appointed Date” shall be the Effective Date as defined hereinafter in the
Scheme;

(e) “Applicable Law(s)” means (a) all applicable statutes, enactments, acts of
legislature, laws, ordinances, rules, bye-laws, regulations, Listing
Agreements, notifications, guidelines or policies of any Relevant Authority
and (b) administrative interpretations, writs, injunctions, directions,
directives, judgments, arbitral awards, decree, orders or governmental
approvals of, or agreements with, any Relevant Authority, as may be in
force from time to time;

(f) “Board” or “Board of Directors” means the board of directors of the

Transferor Company or the Transferee Company as the context may
require and shall include a committee of such board duly constituted and
authorized;

(g) “BSE” means BSE Limited;

(h) “Business Day” means any day, other than a Saturday and Sunday, on
which banks are generally open for business in Delhi, India;

(i) “CCI” means the Competition Commission of India, as established under

the Competition Act, 2002;

(j) “Closing Balance Sheet” shall have the meaning set forth in Clause
9(e)(i);

(k) “Closing” means demerger of the Demerged Undertaking from the

Transferor Company and its vesting in and merger with the Transferee
Company in terms of Clause 10;

113
(l) “Closing Date” shall have the meaning set forth in Clause 10(a);

(m) “Combination Regulations” shall have the meaning set forth in Clause
19(h);

(n) “Consideration” shall have the meaning set forth in Clause 9(a)(iii);

(o) “Control” means (A) in relation to a body corporate, (i) the beneficial
ownership, directly or indirectly, of more than fifty percent (50%) of the
voting securities of that body corporate; or (ii) the ability to appoint a
majority of the board of directors or equivalent of that body corporate; or
(iii) the power to direct the management and policies of that body
corporate, including through contractual arrangements or otherwise, and
(B) in relation to any Person which is not a body corporate, the right or
power to direct, whether directly or indirectly, the policy decisions of that
Person; and the terms “Controlled by” and “under common Control
with” shall be construed accordingly;

(p) “Demerger Shares” means such number of equity shares of the

Transferee Company as are required to be issued to the equity and
preference shareholders of the Transferor Company on the Closing Date in
accordance with the Share Entitlement in consideration for the Demerged
Undertaking and the term “Demerger Share” shall be construed
accordingly;

(q) “Demerged Undertaking” means the Transferor Company‟s entire

undertaking and business units engaged in the manufacture and sale of
cement and cement packaging bags in the State of Gujarat, including all
the assets (including goodwill) and liabilities of such undertaking, as more
particularly described in Annexure I hereto;

(r) “Doubtful Receivables” means the following receivables of the Demerged

Undertaking: - (a) the institutional sales receivables that are outstanding
for a period of more than one hundred eighty (180) days from the date of
invoicing of such receivables and (b) other receivables that are outstanding
for a period of more than ninety (90) days from the date of invoicing of
such receivables;

(s) “Effective Date” means the date on which the Scheme becomes effective
in accordance with its terms, which shall be the Closing Date;

Reference in this Scheme to the date of “coming into effect of this

Scheme” or the “Scheme becoming effective” or “effectiveness of the
Scheme” shall mean the Effective Date;

(t) “Encumbrance” means: (i) any mortgage, charge (whether fixed or

floating), pledge, lien, hypothecation, assignment, attachment by any
Relevant Authority, deed of trust, title retention, security interest or other
encumbrance or interest of any kind securing, or conferring any priority of
payment in respect of any obligation of any Person, including any right
granted by a transaction which, in legal terms, is not the granting of

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 security but which has an economic or financial effect similar to the
granting of security under Applicable Law; (ii) a contract to give any of
the foregoing; (iii) any interest, option, right of first offer, refusal or
transfer restriction in favour of any Person; and (iv) any adverse claim as
to title, possession or use; and “to Encumber” means to create or allow or
suffer an Encumbrance to subsist;

(u) “Escrow Agent” means Axis Trustee Services Limited, a company

incorporated under the laws of the India having its principal office at 2nd
Floor, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar
Marg, Worli, Mumbai – 400025;

(v) “Escrow Agreement” means the escrow agreement executed on 11th

September, 2013 between the Transferee Company, the Transferor
Company and the Escrow Agent;

(w) “Escrow Amount” means the amount equivalent to the higher of:

(i) twenty percent (20%) of the Net Working Capital determined in

accordance with Clause 9(i) and Clause 9(j) of this Scheme; and

(ii) an amount equal to Rs. 25,00,00,000/- (Rupees twenty five crores

only);

(x) “Escrow Guarantee” means an unconditional and irrevocable bank

guarantee equivalent to the Escrow Amount to be dealt with by the Escrow
Agent in the manner set out in the Escrow Agreement;

(y) “Expert” shall have the meaning set forth in Clause 9(e)(ii);

(z) “Financial Indebtedness” means, in relation to the Transferor Company,

the following items pertaining to the Demerged Undertaking, which shall
be assumed by the Transferee Company immediately at the end of
Closing: all crystallized liabilities, outstanding borrowings under any
instrument by whatsoever name called, debts, bills of exchange, long term
advances, letters of credit (except for letters of credit against supplies of
goods and services, which letters of credit will be replaced by the
Transferee Company on Closing), mark to market loss on outstanding
derivatives at Closing, structured debt obligations, outstanding amounts
under leases of a capital nature; along with any interest outstanding on any
or all of the aforesaid. It is clarified that (A) all prepayment charges
applicable to any of the items mentioned hereinabove shall form part of
such indebtedness; and (B) any liability as mentioned above in relation to
the Demerged Undertaking shall not be ignored and shall not be counted
more than once. Provided that guarantees listed in ANNEXURE II or any
similar instruments by whatsoever name called which have not been
advanced against disputes related to the Demerged Undertaking existing
on the Closing Date, shall not be included in the Financial Indebtedness. It
is clarified that (A) contingent liabilities as on the Closing Date, being in
nature of disputed claims, which are not crystallized on the Closing Date,
and (B) guarantees or any similar instrument by whatsoever name called

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 given in respect of any dispute related to the Demerged Undertaking
existing on the Closing Date, shall not be included in the Financial
Indebtedness and shall not form part of the Demerged Undertaking;

(aa) “GAAP” means Indian generally accepted accounting principles;

(bb) “High Court” means the High Court of Judicature at Allahabad having
jurisdiction in relation to the Transferor Company and the High Court of
Judicature at Bombay having jurisdiction in relation to the Transferee
Company and shall include the National Company Law Tribunal, as
applicable or such other forum or authority as may be vested with any of
the powers of a High Court in relation to the Scheme under the Act;

(cc) “High Court Orders” means the orders passed by the High Court
sanctioning the Scheme;

(dd) “IT Act” means the Income Tax Act, 1961 and rules and regulations made
there under and shall include any statutory modification, amendment or re-
enactment thereof for the time being in force;

(ee) “Listing Agreement” means: (a) the listing agreement executed between
the Transferee Company and the BSE; and (b) the listing agreement
executed between the Transferee Company and the NSE, in each case, as
amended from time to time;

(ff) “Long Stop Date” means the date after the expiry of 12 (twelve) months
from the execution of the Implementation Agreement or such other date
which is mutually agreed in writing between the Transferor Company and
the Transferee Company;

(gg) “Net Working Capital” means, in relation to the Demerged Undertaking,

the aggregate value as determined in accordance with GAAP applying
consistent accounting policies and procedures, of: all current assets solely
of the Demerged Undertaking including the stock in trade, debtors and pre-
payments and loans and advances; less the current liabilities and
provisions of the Demerged Undertaking including the creditors, advances,
deposits, wages and accruals, provisions/accruals including those for
product replacement or product warranty, amount payable under all
incentive, bonus, retirement or superannuation benefit (however
described), gratuity or other arrangements for payment to employees, any
other statutory dues including on account of Taxes; provided however that
the following shall be specifically excluded from the definition of Net
Working Capital (a) deferred tax assets and liabilities; (b) capital
expenditure related advances and liabilities (it being understood that such
liability will form part of Financial Indebtedness); (c) all deferred revenue
expenditure including unamortized financial charges; and (d) capital work-
in-progress advances;

(hh) “NSE” means the National Stock Exchange of India Limited;

(ii) “Non-Moving Inventory” shall mean stores and spares older than fifteen

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 (15) months or which are damaged or obsolete;

(jj) “Person” means any individual, entity, joint venture, company,

corporation, partnership (whether limited or unlimited), proprietorship or
other enterprise (whether incorporated or not), Hindu undivided family,
union, association of persons, government (central, state or otherwise), or
any agency, department, authority or political subdivision thereof, and
shall include their respective successors and in case of an individual shall
include his/her legal representatives, administrators, executors and heirs
and in case of a trust shall include the trustee or the trustees and the
beneficiary or beneficiaries from time to time;

(kk) “Price Per Share” shall have the meaning as set forth in Clause
9(a)(iv)(B);

(ll) “ROC” means the respective Registrar of Companies having jurisdiction

over the Transferor Company and the Transferee Company;

(mm) “Related Party” means, with respect to any Person, (i) any of its
Affiliates, and (ii) any Person identified as a related party under
accounting standard 18 as notified by the Institute of Chartered
Accountants of India;

(nn) “Relative” shall have the meaning given to it in Section 6 of the Act;

(oo) “Regulatory Approvals” shall have the meaning as set forth in Clause 19;

(pp) “Relevant Authority” means any regulatory governmental legislative,

administrative, local or supervisory body or banking authority or agency
or commission, quasi-regulatory agency or body (including any stock or
commodity exchange), or court, tribunal, board, bureau, judicial or arbitral
body having jurisdiction in India or any part thereof, including but not
limited to the CCI, Reserve Bank of India, SEBI, BSE and NSE, along
with the authorities before which appeals against the decisions made by
any of the foregoing may be brought;

(qq) “Representatives” means the duly authorized directors, officers, managers

and employees of Transferor Company or Transferee Company;

(rr) “Remaining Business” means all the remaining businesses and/ or

divisions / undertakings of the Transferor Company other than the
Demerged Undertaking;

(ss) “SEBI” means the Securities and Exchange Board of India established
under the Securities and Exchange Board of India Act, 1992;

(tt) “SEBI Circular” means Circular No. CIR/CFD/DIL/5/2013 dated

February 4, 2013 and Circular No. CIR/CFD/DIL/8/2013 dated May 21,
2013, each issued by the SEBI, as amended or replaced from time to time;

(uu) “Scheme” “the Scheme” or “this Scheme” means this scheme of

arrangement in its present form with any amendment/modifications

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 approved or imposed or directed by the Board and/or shareholders and/or
creditors and/or by High Courts and/or any Relevant Authority.

(vv) “Share Entitlement” shall be calculated in accordance with Clause

9(a)(iv)(A);

(ww) “Stock Exchanges” means the BSE and the NSE collectively;

(xx) “Tax” means: (a) all forms of direct tax and indirect tax, fee, levy, duty,
charge, cess, impost, withholding or other amount whenever or wherever
created or imposed by, or payable to, any Tax Authority; and (b) all
charges, interest, penalties and fines incidental or relating to any Tax
falling within (a) above or which arise as a result of the failure to pay any
Tax on its due date or to comply with any obligation relating to Tax; and
the term „Taxes‟ shall be construed accordingly.

(yy) “Tax Authority” means any revenue, customs, fiscal, governmental,

statutory, state, provincial, local governmental or municipal authority,
body or Person responsible for Tax; and

(zz) “Transferred Liabilities” shall have the meaning ascribed to it in Clause

5(1)(a);

All terms and words which are used but not defined in this Scheme shall, unless
repugnant or contrary to the context or meaning thereof, have the same meaning
ascribed to them under the Act and other Applicable Laws, rules, regulations, bye-
laws, as the case may be including any statutory modifications, amendments or re-
enactment thereof, for the time being in force.

2. SHARE CAPITAL:

(a) The authorized, issued, subscribed and paid up share capital of the
Transferor Company and the Transferee Company as on August 31, 2013
is as under:

Transferor Company:

Authorized Capital Amount Rs.

Comprising 150,00,00,000 equity shares of Rs. 10/- 15,00,00,00,000
each
Comprising 15,00,00,000 12% non cumulative 15,00,00,00,000
redeemable preference shares of Rs. 100/- each
Issued, Subscribed and Paid-Up Equity Share Amount Rs.
Capital
Comprising 62,75,00,000 equity shares of Rs. 10/- 6,27,50,00,000
each
Comprising 10,00,00,000 12% non cumulative 10,00,00,00,000
redeemable preference shares of Rs. 100/- each

Transferee Company:

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 Authorized Capital Amount Rs.
Comprising 28,00,00,000 equity shares of Rs. 10/- each 2,80,00,00,000
Issued, Subscribed and Paid-Up Capital Amount Rs.
Comprising 27,41,96,541 equity shares of Rs. 10/- each 2,74,19,65,410

(b) It is clarified that till the Scheme becomes effective, the Transferor and the
Transferee Companies are free to alter their authorized, issued, subscribed
or paid up share capital as may be required by respective business
requirements. However, the Transferor Company shall remain the wholly
owned subsidiary of the Parent Shareholder until the Closing Date and
there shall be no increase in the nominee shareholders, which presently
number six, until the Closing Date. Further, the Transferor Company shall
not permit or record any transfer of the preference shares held by the
Parent Shareholder and the Transferor Company shall not issue any further
preference shares to any Person other than the Parent Shareholder.

PART – II

DEMERGER OF DEMERGED UNDERTAKING

3. DEMERGER OF DEMERGED UNDERTAKING:

(a) Upon the Scheme becoming effective but with effect from the Appointed
Date, the Demerged Undertaking in its entirety shall, pursuant to Sections
391 to 394 read with other relevant provisions of the Act and without any
further act, instrument, deed, matter or thing be transferred to, vested in
and merged with or be deemed to have been transferred to, vested in and
merged with the Transferee Company on a „going concern‟ basis for the
consideration as set out hereinafter, free from all Encumbrances except
Encumbrances limited to the Transferred Liabilities.

(b) In the event any asset, contract, liability or property or the benefit thereof,
which is a part of the Demerged Undertaking does not get transferred to
the Transferee Company upon the effectiveness of the Scheme, the
Transferor Company and the Transferee Company undertake to take all
necessary steps, and execute all necessary documents, to ensure the
transfer of such asset, contract, liability and property or the benefit thereof
to the Transferee Company forthwith without any further consideration.
The Transferor Company and the Transferee Company agree that pending
such transfer of such assets, contracts, property and benefit to the
Transferee Company, the Transferor Company shall hold such assets,
contracts, property and benefit in trust for the Transferee Company, and
shall put in place necessary arrangements to allow the Transferee
Company to enjoy the benefit of the same.

(c) For avoidance of doubt, the Remaining Business shall continue to vest in
the Transferor Company.

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 (d) Upon the Scheme becoming effective, the Transferee Company shall carry
out or perform all such formalities, compliances under various Applicable
Laws or to be carried out or performed in relation to or as a consequence
of the vesting of the Demerged Undertaking in and merger with the
Transferee Company.

4. ASSETS:

Without prejudice to the generality of Clause 3 above, the assets of the Demerged
Undertaking shall stand transferred to and vested in the Transferee Company in
the following manner:

(a) Such of the assets of the Demerged Undertaking as are movable in nature,
and/or otherwise capable of transfer by manual or constructive delivery
and/or endorsement and delivery, the same may, upon coming into effect
of this Scheme, be so transferred to the Transferee Company without
requiring any deed or instrument of conveyance and shall upon such
transfer become the property and an integral part of the Transferee
Company.

(b) In respect of assets other than those dealt with in Clause 4 (a) above,
including but not limited to sundry debts, receivables, bills, credits, loans,
advances and deposits if any, whether recoverable in cash or in kind or for
value to be received, bank balances, etc. the same shall stand transferred to
and vested in the Transferee Company without any notice or other
intimation to any Person in pursuance of the provisions of the Sections 391
to 394 read with other relevant provisions of the Act to the end and intent
that the right of the Transferor Company to recover or realise the same
stands transferred to the Transferee Company. The Transferee Company
shall, at its sole discretion but without being obliged, give notice in such
form as it may deem fit and proper, to such Person, as the case may be,
that the said debt, receivable, bill, credit, loan, advance or deposit stands
transferred and vested in the Transferee Company and that appropriate
modification should be made in their respective books/records to reflect
the aforesaid changes.

(c) Without prejudice to the generality of the foregoing, upon the coming into
effect of the Scheme, all the rights, title, interest and claims of the
Transferor Company in any leasehold properties, including the mining
leases and the prospecting licenses (including in each case, any
applications made therefor) of the Transferor Company in relation to the
Demerged Undertaking, shall, pursuant to Section 394 (2) of the Act,
without any further act or deed, be transferred to and vested in or be
deemed to have been transferred to and vested in the Transferee Company.

(d) Without prejudice to aforestated and Clause 6, the Transferee Company

may, if so required under any Applicable Law or otherwise, at any time
after the Scheme becoming effective, in accordance with the provisions
hereof, execute or enter into any arrangements, conveyance, confirmations,
deeds, documents, letters or any other instruments relating to any asset of
the Demerged Undertaking with any party to any contract or agreements to

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 which the Transferor Company is a party. For such purposes, if so
requested by the Transferee Company, the Transferor Company shall
provide all the necessary assistance.

(e) In so far as the assets of the Demerged Undertaking are concerned, the
security/charge over them, to the extent that such security/charge relate to
any liabilities (other than the Transferred Liabilities) of the Transferor
Company shall without any further act, instrument or deed be released
from such Encumbrance and shall no longer be available as a security for
the liabilities of the Remaining Business of the Transferor Company. The
absence of any formal amendment which may be required by a lender or a
third party to effect such release shall not affect the operation of the
foregoing sentence.

(f) In so far as the assets of the Remaining Business are concerned, the
security/charge over them, to the extent they relate to the Transferred
Liabilities (other than the other liabilities of the Remaining Business)
shall, without any further act, instrument or deed be released and
discharged from such security. The absence of any formal amendment
which may be required by a lender or a third party to effect such release
shall not affect the operation of the foregoing sentence.

(g) Without prejudice to what is stated in Clauses 4(e) and 4(f) above, the
Transferor Company and the Transferee Company shall execute such
documents/instruments or do all such acts and deeds including filing of
necessary particulars and/or modification of charge with the concerned
ROC to give formal effect to the above Clauses, if required.

5. LIABILITIES:

5.1 Without prejudice to the generality of Clause 3 above, the liabilities of the
Demerged Undertaking shall stand transferred to and vested in the Transferee
Company in the following manner:

(a) Upon the Scheme becoming effective, all loans, borrowings, debts,
liabilities, credit facilities, overdraft facilities, duties and obligations, of
the Transferor Company relating to the Demerged Undertaking, which
may accrue or arise or relate to the period on or before the Effective Date,
(collectively “Transferred Liabilities”) shall, to the extent they are
outstanding on the Effective Date, without any further act or deed become
the loans, borrowings, debts, liabilities, credit facilities, overdraft facilities,
duties and obligations of the Transferee Company and all rights, powers,
duties and obligations in relation thereto shall stand transferred to, vested
in, and shall be exercised by or against the Transferee Company, as if it
has entered into such loans, credit facilities, overdraft facilities or incurred
such borrowing, debts, liabilities, duties and obligations. The Transferee
Company shall undertake to meet, discharge and satisfy the same to the
exclusion of the Transferor Company.

(b) Upon the Scheme becoming effective, all loans, borrowings, debts,
liabilities, credit facilities, overdraft facilities, duties and obligations of the

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 Transferor Company relating to the Remaining Business, whether
provided for or not in the books of account of the Transferor Company and
other liabilities relating to the Remaining Business shall continue to
remain as the loans, borrowings, debts, liabilities, duties and obligations of
the Transferor Company. The Transferor Company shall undertake to
meet, discharge and satisfy the same to the exclusion of the Transferee
Company.

(c) On transfer to and vesting of the Demerged Undertaking in the Transferee

Company, the mortgages and charges, if any affecting the same shall be as
hereinafter provided:

(i) The Encumbrances relating solely to the business of the Demerged

Undertaking, whether existing or those created by the Transferor
Company, over the assets comprised in the Demerged Undertaking
or any part thereof transferred to the Transferee Company by virtue
of this Scheme, shall after the Effective Date continue to relate and
attach to such assets or any part thereof to which they are related or
attached, prior to Effective Date and as are transferred to the
Transferee Company. Such Encumbrances shall not relate or attach
to any of the other assets of the Transferee Company or to any
other assets forming part of the Demerged Undertaking or to any
assets of the Transferor Company .

(ii) The Encumbrances, whether existing or those created by the

Transferor Company over the assets comprised in the Remaining
Business or any part thereof, shall after the Effective Date continue
to relate and attach to such assets or any part thereof to which they
are related or attached, prior to Effective Date. Such Encumbrances
shall not relate or attach to any of the other assets comprised in the
Remaining Business or to any other assets forming part of the
Demerged Undertaking.

(d) Without any prejudice to the provisions of the foregoing Clauses

and with effect from the Effective Date, the Transferor Company
and the Transferee Company shall enter into and execute such
other deeds, instruments, documents and/or writings and/or do all
acts and deeds as may be required, including the filing of necessary
particulars and/or modification(s) of charge, with the concerned
ROC to give formal effect to the provisions of this Clause, if
required.

(e) With effect from the Effective Date, the Transferee Company alone
shall be liable to perform all obligations in respect of the
Transferred Liabilities and the Transferor Company shall not have
any obligations in respect of the Transferred Liabilities.

(f) With effect from the Effective Date, the Transferor Company alone
shall be liable to perform all obligations in respect of all debts,
liabilities, duties and obligations pertaining to the Remaining
Business and the Transferee Company shall not have any

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 obligations in respect of the Remaining Business.

(g) It is expressly provided that, save as mentioned in this Clause, no

other terms or conditions of the Transferred Liabilities is modified
by virtue of this Scheme except to the extent that such amendment
is required by necessary implication.

(h) Subject to the necessary consents being obtained, if required, in

accordance with the terms of this Scheme, the provisions of this
Clause shall operate, notwithstanding anything to the contrary
contained in any instrument, deed or writing or the terms of
sanction or issue or any security document all of which
instruments, deeds or writings shall stand modified and/or
superseded by the foregoing provisions.

5.2 For the removal of doubts, and without prejudice to the generality of Clause 5.1
above, it is provided that the liabilities relatable to the Demerged Undertaking
being transferred to the Transferee Company by virtue of the Demerger shall
include:

(a) the liabilities which arise out of the activities or operations of the
Demerged Undertaking;

(b) the specific loans or borrowings (including debentures) raised, incurred

and utilized solely for the activities, or operations of the Demerged
Undertaking; and

(c) in cases, other than those referred to in Clause (a) or clause (b), so much of
the amounts of general or multipurpose borrowings, if any, of the
Transferor Company as stand in the same proportion which the value of
the assets transferred in the demerger bears to the total value of the assets
of the Transferor Company immediately before the demerger.

All the liabilities so relatable to the Demerged Undertaking are either (i) included
in the “Financial Indebtedness” as defined in Clause 1(z) hereinabove or (ii) form
part of current liabilities to be taken into account for the purposes of computing
the Net Working Capital as defined in Clause 1(gg) hereinabove to be transferred
to the Transferee Company by virtue of the demerger.

6. CONTRACTS, DEEDS, ETC.:

Without prejudice to the generality of Clause 3 above, the contracts, deeds, etc.
relating to the Demerged Undertaking shall stand transferred to and vested in the
Transferee Company in the following manner:

(a) Upon the Scheme becoming effective and subject to the other provisions
contained in this Scheme, all contracts, deeds, bonds, agreements and other
instruments of whatever nature relating to the Demerged Undertaking to
which the Transferor Company is a party entered into, subsisting or having
effect immediately before the Effective Date shall remain in full force and
effect against or in favour of the Transferee Company and may be

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 enforced as fully and effectively as if the Transferee Company instead of
Transferor Company, had been a party thereto.

(b) Upon the Scheme becoming effective, the Transferee Company shall,
wherever necessary, enter into and/or execute deeds, writings,
confirmations or novations to which the Transferor Company will, if
necessary, also be a party in order to give formal effect to the provisions of
this Clause. The Transferee Company shall be deemed to be authorized to
execute any such writings on behalf of the Transferor Company to carry
out or perform all such formalities or compliance in respect of such deeds,
writings, confirmations or novations.

6A. Upon the Scheme becoming effective, the Transferee Company shall be deemed
to be authorized to execute any such writings on behalf of the Transferor
Company to enable the Transferee Company to carry out or perform all such
formalities or compliance as may be required in connection with change of name
in any government approvals to vest the Demerged Undertaking with the
Transferee Company.

7. LEGAL PROCEEDINGS:

(a) All legal or other proceedings (whether civil or criminal, including before
any statutory or judicial or quasi-judicial authority or tribunal) by or
against the Transferor Company, whether initiated on or arising and
pending before the Effective Date, and relating to the Demerged
Undertaking shall remain with the Transferor Company.

(b) In the event any case or matter pertaining to the disputed liabilities as
stated in the last sentence of the definition of Financial Indebtedness as
provided in Clause 1(z) by force of law are transferred to the Transferee
Company, the Transferor Company shall have control in respect of the
defence of such proceedings including filing the necessary appeals,
revisions, etc. provided that the Transferor Company shall not take any
action detrimental to the operation of the Demerged Undertaking. Provided
further in respect of such cases pertaining to immovable properties, the
Transferee Company shall have a right to participate in such proceedings
to ensure that no action detrimental to the operation of Demerged
Undertaking is taken.

8. EMPLOYEES:

Without prejudice to the generality of Cause 3 above, the employees of the

Demerged Undertaking shall stand transferred to the Transferee Company in the
following manner:

(a) Upon the Scheme becoming effective, all the employees relating to the
Demerged Undertaking that were employed by the Transferor Company,
immediately before Effective Date, shall become employees of the
Transferee Company without any break or interruption of service and with
the benefit of continuity of service on terms and conditions which are not
less favourable than the terms and conditions as were applicable to such

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 employees relating to the Demerged Undertaking of the Transferor
Company immediately prior to the demerger of the Demerged
Undertaking.

(b) The Transferee Company agrees that the service of all employees
pertaining to the Demerged Undertaking with the Transferor Company up
to the Effective Date shall be taken into account for the purpose of all
retirement benefits to which they may be eligible in the Transferor
Company up to the Effective Date. The Transferee Company further
agrees that for the purpose of payment of any retrenchment compensation,
gratuity or other terminal benefits, such past service with the Transferor
Company, shall also be taken into account and agrees and undertakes to
pay the same as and when payable.

(c) Upon the Scheme becoming effective, the Transferee Company shall make
all the necessary contributions for such transferred employees relating to
the Demerged Undertaking, and deposit the same in provident fund,
gratuity fund or superannuation fund or any other special fund or staff
welfare scheme or any other special scheme. The Transferee Company
will also file relevant intimations in respect of the Demerged Undertaking
to the statutory authorities concerned who shall take the same on record
and substitute the name of the Transferee Company for the Transferor
Company.

(d) In so far as the existing provident fund, gratuity fund and pension and /or
superannuation fund / trusts, retirement funds or employees state insurance
schemes or pension scheme or employee deposit linked insurance scheme
or any other benefits created by the Transferor Company for employees of
the Demerged Undertaking are concerned, such proportion of the funds,
contributions to the funds or the scheme or the investments made into the
funds relatable to the employees pertaining to the Demerged Undertaking
as on the Effective Date, who are being transferred along with the
Demerged Undertaking in terms of the Scheme, upon the Scheme
becoming effective, shall be transferred to the necessary funds, schemes or
trusts of the Transferee Company and till the time such necessary funds,
schemes or trusts are created by the Transferee Company, all contribution
shall continue to be made to the existing funds, schemes or trusts of
Transferor Company.

9. CONSIDERATION:

(a) Determination of Consideration:

(i) The consideration for the Demerger shall be determined as follows:

An amount of INR 3,800.00 crores (Rupees Three Thousand Eight

Hundred Crores):

(A) reduced by the Financial Indebtedness of INR 3,664.69

crores (Rupees Three Thousand Six Hundred Sixty Four
Crores Sixty Nine Lakhs) as set out in Annexure III; and

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 (B) increased by the Net Working Capital of INR 12.33 crores
(Rupees Twelve Crores Thirty Three Lakhs) as set out in
Annexure III.

(ii) It is agreed that no item of deduction shall be ignored nor shall they
be counted more than once.

(iii) The amount so arrived at shall be the “Consideration”, which

amount shall be subject to adjustments to be made pursuant to
Clause 9(b) below. It is hereby clarified that the amounts stipulated
in Annexure III are based on figures as of 30th June, 2013 provided
by the Transferor Company.

(iv) The Consideration shall be discharged by the Transferee Company

in terms of the Scheme by the issuance of equity shares of the
Transferee Company to the preference and equity shareholders of
the Transferor Company aggregating to the Share Entitlement, in
the following manner:

(a) 1 equity share of the face and paid up value of Rs. 10/- each
in the Transferee Company for every 10,00,000 outstanding
preference shares of the face and paid up value of Rs. 100/-
each in the Transferor Company provided however that the
value of such equity shares to be issued to the preference
shareholders of the Transferor Company shall not exceed
the Consideration. Provided further that the preference
shareholders of the Transferor Company shall get atleast 1
(one) equity share of the Transferee Company irrespective
of the Consideration; and

(b) The remaining shares (i.e. after deducting the shares issued
to the preference shareholders of the Transferor Company
under sub-clause (a) above from the number of shares equal
to the Share Entitlement) to the equity shareholders of the
Transferor Company (including nominee shareholders of
the Parent Shareholder) in proportion to the equity shares
held by them in the Transferor Company; provided that no
equity shareholder of the Transferor Company (including
nominee shareholders of the Parent Shareholder) will get
less than one equity share of the Transferee Company.

A. “Share Entitlement” (to be rounded off to the nearest whole

number) = Consideration/ Price Per Share (as defined below) of the
Transferee Company. The Share Entitlement shall be subject to
adjustments to the Consideration pursuant to Clause 9(b);

B. The price per share of the Transferee Company (“Price Per

Share”) shall be the higher of the following:

(a) the average of the weekly high and low of the closing prices
of the equity shares of the Transferee Company on NSE

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 during the twenty six weeks preceding the day that is one
Business Day prior to the date of determination; or

(b) the average of the weekly high and low of the closing prices
of the equity shares of the Transferee Company on NSE
during the two weeks preceding the day that is one Business
Day prior to the date of determination.

For avoidance of doubt, the aforesaid determination of the closing

price of equity shares of the Transferee Company on the NSE shall
be suitably adjusted to take into account the impact of any
corporate action by the Transferee Company during the twenty six
week period immediately preceding the day that is one Business
Day prior to the date of determination, including splitting of shares,
consolidation of shares, issuance of rights issue shares or bonus
shares, etc. In the event of there being any disagreement on the
revised Price Per Share, pursuant to the impact of any corporate
action as aforesaid, the same shall be decided by Standard
Chartered Bank, India as an independent expert, unless the
Transferor Company and Transferee Company mutually agree on
some other independent expert and the said decision shall be, in the
absence of any manifest error, final, binding and conclusive on the
Transferor Company and the Transferee Company.

(b) Closing Adjustment:

For determining the Consideration on the Closing Date, the

following adjustments shall be made to the Consideration pursuant
to Clause 9(j) and consequentially, there shall be an adjustment to
the Share Entitlement:

(i) If the estimated Financial Indebtedness as on the Closing

Date is lower than as set forth in Clause 9(a)(i)(A), the
difference shall be added to the Consideration determined
under Clause 9(a)(i);

(ii) If the estimated Financial Indebtedness as on the Closing

Date is higher than as set forth in Clause 9(a)(i)(A), the
difference shall be reduced from the Consideration
determined under Clause 9(a)(i).

(iii) If the estimated Net Working Capital as on the Closing

Date is higher than as set forth in Clause 9(a)(i)(B), the
difference shall be added to the Consideration determined
under Clause 9(a)(i);

(iv) If the estimated Net Working Capital as on the Closing

Date is lower than as set forth in Clause 9(a)(i)(B), the
difference shall be reduced from the Consideration
determined under Clause 9(a)(i); and

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 (v) If fixed assets appearing in the balance sheet are not found
on physical verification to be conducted by the Transferee
Company prior to the Closing Date, value of such assets not
found on physical verification shall be reduced from the
Consideration determined under Clause 9(a)(i).

It is clarified that the Net Working Capital shall not include

inventory appearing in the balance sheet of the Demerged
Undertaking but not found on physical verification.

(c) Notwithstanding anything to the contrary contained herein, the

aggregate Consideration duly adjusted under Clause 9(b) plus the
net amount determined in the manner provided in this Clause
9(e)(iv) against which (i) the Demerger Shares are issued to the
equity and preference shareholders of the Transferor Company and
(ii) equity shares in terms of Clause 9(e)(iv) are issued to the equity
shareholders of the Transferor Company under this Scheme, shall
not exceed Rs. 150,00,00,000/- (Rupees One Hundred and Fifty
Crores only); provided however that if equity shares of the
Transferee Company are required to be issued to the equity
shareholders of the Transferor Company pursuant to the proviso to
Clause 9(a)(iv)(b) to ensure that no equity shareholder of the
Transferor Company gets less than one equity share, the aforesaid
limit of Rs. 150,00,00,000/- (Rupees One Hundred and Fifty
Crores only) may be exceeded by the value of such equity shares.

It is hereby clarified that (i) „date of determination‟ of the closing

price of shares of the Transferee Company on the NSE for the
purpose of Clause 9(a)(i) shall be the date of execution of
Implementation Agreement, (ii) „date of determination‟ of the
closing price of equity shares of the Transferee Company on the
NSE for the purpose of Clause 9(b) shall be the Closing Date and
(iii) „date of determination‟ of the closing price of equity shares of
the Transferee Company on the NSE for the purpose of Clause
9(e)(iv) shall be the Closing Date.

(d) Escrow and Payments:

Deposit of the Escrow Guarantee

(i) On the Closing Date, the Transferor Company shall place

the Escrow Guarantee into the escrow.

(ii) The Escrow Guarantee shall be utilized, in the manner set

out in the Escrow Agreement, only for the payment of the
amounts as provided in Clause 9(e)(iv).

(e) Payment:

(i) Within seven (7) Business Days following Closing, the

Transferor Company shall provide unaudited financial

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 statements of the Demerged Undertaking, as of the Closing
Date, to the Transferee Company. Within thirty (30)
Business Days following Closing, the Transferee Company
and the Transferor Company shall endeavour to agree to
finalise the financial statements of the Demerged
Undertaking as of the Closing Date, determined in
accordance with the GAAP as consistently applied by the
Transferor Company (the “Closing Balance Sheet”) and
actual amounts of items (A) and (B) of Clause 9(a)(i) as on
the Closing Date, and the statement setting out the
adjustments required to be made in respect of each of the
said items on account of difference between the actual
amounts and the amounts considered for arriving at the
Consideration payable on the Closing Date after adjustment
as stated in Clause 9(b) (the “Adjustment Statement”). All
financial statements referred to above shall be prepared on
the basis of the erstwhile Schedule VI to the Act, as existing
prior to April 1, 2011, per notification No. S.O. 447 (E)
dated February 28, 2011, issued by the Ministry of
Corporate Affairs, Government of India.

The Parties agree that, in the Closing Balance Sheet, there

shall be no inventory that is not available physically and
there shall be no (i) Non-Moving Inventory, (ii) Doubtful
Receivables and (iii) non recoverable debtors, loans or
advances.

For example, if the estimated Net Working Capital as on

the Closing Date, as per Clause 9(b), was Rs. 100 and the
actual Net Working Capital as on the Closing Date is
Rs.120, equity shares worth Rs. 20 will be issued by the
Transferee Company to the equity shareholders of the
Transferor Company. If the estimated Net Working Capital
as on the Closing Date, as per Clause 9(b), was Rs. 100 and
the actual Net Working Capital as on the Closing Date is
Rs. 70 and the Escrow Guarantee is of Rs. 20, an amount of
Rs. 30 will be payable by the Transferor Company to the
Transferee Company which shall be discharged by the
Escrow Agent invoking the Escrow Guarantee to the extent
of Rs. 20 and the shortfall amount over and above the
Escrow Guarantee (i.e. Rs. 10) shall be paid by the
Transferor Company to the Transferee Company.

(ii) In the event, the Transferor Company and the Transferee

Company are unable to agree on the Closing Balance Sheet
and are unable to agree on the actual amounts of items (A)
and (B) of Clause 9(a)(i) as on the Closing Date and the
Adjustment Statement within the aforesaid period, the
Parties shall have a period of ten (10) Business Days to
agree to the appointment of either EY or KPMG or their

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 respective Indian Affiliates (the “Expert”) to determine the
actual amounts of items (A) and (B) of Clause 9(a)(i) as on
the Closing Date and prepare the Closing Balance Sheet
and the Adjustment Statement which will include the
amount, if any, payable by the Transferee Company (such
amount to be discharged in terms of Clause 9(e)(iv)), or the
amount, if any, receivable by the Transferee Company
(such amount to be discharged in terms of Clause 9(e)(iv)).
In the event that the Transferor Company and the
Transferee Company are unable to agree on the
appointment of EY or KPMG or their respective Indian
Affiliates as the Expert within the said period of ten (10)
Business Days, the Transferor Company and the Transferee
Company shall appoint EY for this purpose and EY or its
Indian Affiliates shall be regarded as the Expert. The
Transferee Company and the Transferor Company shall
provide to the Expert all information, documents,
clarifications and assistance required to enable the Expert to
promptly determine the actual amounts of items (A) and (B)
of Clause 9(a)(i) as on the Closing Date and prepare the
Closing Balance Sheet and the Adjustment Statement.

(iii) The Expert shall provide to the Transferor Company and

the Transferee Company the Adjustment Statement within
thirty (30) days of its appointment. The costs of
appointment of the Expert shall be shared equally by the
Transferee Company and the Transferor Company. The
Adjustment Statement shall be, in the absence of any
manifest error, final, binding and conclusive on the
Transferor Company and the Transferee Company.

(iv) If the Adjustment Statement states that:

(A) Net Working Capital as per the Adjustment

Statement is higher than as set forth in the estimated
Net Working Capital Statement as provided by the
Transferor Company to Transferee Company
pursuant to Clause 9(i) and Clause 9(j), the
Transferee Company shall discharge the amount
equal to such difference in the manner provided in
this Clause 9(e)(iv).

(B) Net Working Capital as per the Adjustment

Statement is lower than as set forth in the estimated
Net Working Capital Statement as provided by the
Transferor Company to the Transferee Company
pursuant to Clause 9(i) and Clause 9(j), the
Transferor Company shall discharge the amount
equal to such difference in the manner provided in
this Clause 9(e)(iv).

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(C) Financial Indebtedness as per the Adjustment
Statement is lower than as set forth in the estimated
Financial Indebtedness Statement as provided by the
Transferor Company to the Transferee Company
pursuant to Clause 9(i) and Clause 9(j), the
Transferee Company shall discharge the amount
equal to such difference in the manner provided in
this Clause 9(e)(iv).

(D) Financial Indebtedness as per the Adjustment

Statement is higher than as set forth in the estimated
Financial Indebtedness Statement as provided by the
Transferor Company to the Transferee Company
pursuant to Clause 9(i) and Clause 9(j), the
Transferor Company shall discharge the amount
equal to such difference in the manner provided in
this Clause 9(e)(iv).

It is clarified that any amount payable by the

Transferee Company under Clause 9(e)(iv) shall be
set off against the amount receivable by the
Transferee Company under Clauses 9(e)(iv) and
only the net amount shall be payable or receivable
by the Transferee Company.

The aforesaid net amount to be received by the

Transferee Company shall be discharged by the
Escrow Agent invoking the Escrow Guarantee to the
extent of such amount remitting such amount to the
Transferee Company and releasing the Escrow
Guarantee to the Transferor Company, each in
accordance with the Escrow Agreement. In the
event the aforesaid net amount to be received by the
Transferee Company is higher than the Escrow
Guarantee then the shortfall amount over and above
the Escrow Guarantee shall be paid by Transferor
Company to the Transferee Company within 3
(Three) Business Days. The aforesaid net amount to
be paid by the Transferee Company shall be
promptly discharged by the Transferee Company by
issuing equity shares equal to such amount divided
by the Price Per Share (fractions to be rounded to
the nearest number) and crediting the same to the
demat account of the equity shareholders of the
Transferor Company after obtaining the in-principle
approval and listing and trading approval for such
equity share issuance from the Stock Exchanges in
accordance with Clause 19 of the Scheme.

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(f) The Transferee Company undertakes that:

(i) All refunds of Tax and levies relating to the Demerged

Undertaking not forming a part of the Net Working Capital
as on the Closing Date, which relate to the period prior to
the Closing Date and have been received by the Transferee
Company shall always belong to the Transferor Company
and the Transferee Company shall immediately notify in
writing to the Transferor Company of such refund and
provide such information as the Transferor Company may
reasonably require and shall reimburse the amount so
received to the Transferor Company (net of Taxes and
reasonable costs of recovery, if any) within 7 (seven) days
of such refund; and

(ii) The recovery of any doubtful receivable, which has not

been considered for the calculation of the Net Working
Capital, which relates to the period prior to the Closing
Date but has been recovered after the Closing Date by the
Transferee Company, shall belong to the Transferor
Company and the Transferee Company shall immediately
notify in writing to the Transferor Company of such
recovery and provide such information as the Transferor
Company may reasonably require and the Transferee
Company shall reimburse the amounts so recovered to the
Transferor Company (net of Taxes and reasonable costs of
recovery, if any) within 7 (seven) days of such recovery.

(g) The Transferor Company undertakes that:

(i) all payments relating to the Demerged Undertaking, which

were known to the Transferor Company and relate to the
period prior to the Closing Date and did not form a part of
the final Net Working Capital or the Financial Indebtedness
shall be promptly paid or reimbursed by the Transferor
Company to the Transferee Company within 7 (seven) days
of any payment made by the Transferee Company in this
regard.

(ii) it is clarified that even after the Closing Date if the

Transferor Company receives or realizes any monies
pertaining to the Demerged Undertaking which formed part
of the Net Working Capital at Closing, the Transferor
Company shall within 7 (seven) Business Days from the
date of such receipt or realization remit such monies to the
Transferee Company.

(iii) it shall ensure, prior to the Closing, that there are no (i)
Non-Moving Inventory, (ii) Doubtful Receivables and (iii)
non recoverable debtors, loans or advances; in the books of
the Demerged Undertaking.

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(h) Notwithstanding anything to the contrary contained in this Scheme,
the Transferor Company undertakes to promptly pay or reimburse
the Transferee Company for any payments made in respect of the
Demerged Undertaking pursuant to orders issued under the
Competition Act, 2002, which relate to the period prior to the
Closing Date. Provided however, the Transferee Company shall not
pay or settle any amount pursuant to orders issued under the
Competition Act, 2002 as mentioned above if (X) the Transferor
Company, at its own cost and counsel of its own choice, contests
the said order and the final non-appealable order of payment or any
part thereof (including deposits required to contest such orders) has
not been made by the highest Relevant Authority of appellate
jurisdiction under the Competition Act, 2002. Provided, without
the consent of the Transferee Company, the Transferor Company
shall not give any undertaking on behalf of the Transferee
Company or seek from the Transferee Company any such
undertaking, which is detrimental to the economic interest of the
Demerged Undertaking or (Y) the Transferor Company has not
given its written consent to the aforesaid payments. The Transferee
Company further undertakes to provide necessary cooperation to
the Transferor Company to enable the Transferor Company contest
the order as aforesaid. For the avoidance of doubt, if the Transferor
Company does not do (X) or (Y) above within a reasonable time
(in case where the time limit for an appeal is 60 (sixty) days, the
reasonable time shall be 30 (thirty) days), which in case of (X)
shall mean the Transferor Company‟s confirmation that it will
contest such order, the Transferee Company shall be entitled to
deal with the matter as it deems fit, without prejudice to its rights
under this Clause. It is clarified that whenever any notice in respect
of any proceedings under the Competition Act, 2002 is received or
any decision is required to be made in respect of appeals filed/to be
filed under the Competition Act, 2002, the Transferee Company
shall promptly notify the Transferor Company of such proceedings
and the Transferor Company shall have a right, but not an
obligation, at its expense to participate in the defence, negotiation
or settlement of such proceedings through a counsel of its choice
and in such a case both the Transferor Company and the Transferee
Company shall brief only such counsel and also decide on the
filing of the appeal and the conduct thereof in accordance with the
provisions herein. The Transferor Company and the Transferee
Company shall cooperate with each other in the defence,
negotiation or settlement of such proceedings and the appeals
arising therefrom. It is further clarified that in the event the
Transferor Company agrees to settle the case and intimates the
same to the Transferee Company in writing, the Transferee
Company shall at its own expenses, still have a right to contest the
case, however, the Transferee Company shall in such case be liable
for any liability including legal fees and expense beyond the
amount which would have been required to be paid if the
Transferor Company would have settled the case as aforesaid.

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 Further in relation to the appeals under the Competition Act, 2002,
the Transferee Company and the Transferor Company shall co-
operate and exchange information in relation to the Demerged
Undertaking for the purpose of defence, negotiation and settlement
through their counsel only and only for the period prior to the
Closing Date. For the avoidance of doubt, no commercially
sensitive or confidential information should be exchanged between
the Transferee Company and the Transferor Company relating to
their respective businesses (however, on or after the Closing Date,
the Transferee Company shall be entitled to obtain all information
pertaining to the Demerged Undertaking which relates even prior
to the Closing Date once the CCI grants approval for the
transaction of Demerger.)

(i) Pre-Closing Adjustments:

(i) The Transferor Company agrees and undertakes to deliver

to the Transferee Company within five (5) days of the later
of (A) the receipt of the last High Court Order; (B) the date
of grant of approval under the Competition Act, 2002 and
the Combination Regulations, and (C) approval of the SEBI
in terms of the SEBI Circulars, the following as of the
Closing Date:

(A) The estimated Net Working Capital Statement;

(B) The estimated Financial Indebtedness;

(C) The fixed asset register;

(D) The unaudited estimated balance sheet as of the

Closing Date and the profit and loss account for the
period from the commencement of the financial year
in which the Closing shall take place to the Closing
Date, in each case of the Demerged Undertaking;

(E) The letters from the lenders having any

Encumbrance over the Demerged Undertaking
confirming the amounts (including principal,
interest and other charges, if any) that will be due to
them as of the Closing Date and that on receipt of
such amounts, any Encumbrance that they may have
over the Demerged Undertaking or any part thereof
will be unconditionally and irrevocably released
within a period of thirty (30) days from the Closing
Date; and

(F) A statement setting out the adjustments to the

Consideration on the basis of estimated figures as of
the Closing Date for items (A) and (B) set out in
Clause 9(a)(i).

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 (ii) All financial statements referred to above shall be prepared
on the basis of the erstwhile Schedule VI to the Act and
GAAP, as existing prior to April 1, 2011, per notification
No. S.O. 447 (E) dated February 28, 2011, issued by the
Ministry of Corporate Affairs.

(j) Conditions to Closing:

(i) Within two (2) days of the receipt of the above statements,
the Transferee Company shall be entitled to conduct a
limited review of the financial statements and conduct a
physical verification of assets, which verification shall be
completed prior to the Closing Date, in order to confirm the
adjustments to the Consideration for the purposes of Clause
9(b). The Transferor Company undertakes and agrees to
provide such information, assistance and access to the
Transferee Company and its Representatives as may be
necessary for the purposes of carrying out the said limited
review and physical verification.

(ii) In the event the adjustments to the Consideration required

by the Transferee Company is not more than twenty percent
(20%) of the estimated Net Working Capital as of the
Closing Date as provided by the Transferor Company
pursuant to Clause 9(i), then the amounts provided by the
Transferor Company pursuant to Clause 9(i) shall be
accepted for the limited purpose of Closing adjustment
pursuant to Clause 9 (b), otherwise, the Parties shall discuss
and mutually agree to the Closing adjustment.

(k) In consideration of the demerger of the Demerged Undertaking

from the Transferor Company and its transfer, vesting in and
merger with the Transferee Company in accordance with the
provisions of the Scheme, the issue and allotment of (i) Demerger
Shares to the equity and preference shareholders of the Transferor
Company and (ii) equity shares referred to in Clause 9(e)(iv), if
applicable, to the equity shareholders of the Transferor Company
as provided in the Scheme shall be an integral part of this Scheme,
and deemed to be in due compliance of the provisions of Section
81(1A) and other applicable provisions of the Act.

(l) The (i) Demerger Shares to be issued to the equity and preference
shareholders of the Transferor Company as above and (ii) equity
shares referred to in Clause 9(e)(iv), if required to be issued, shall
be subject to the memorandum of association and articles of
association of the Transferee Company and shall rank pari passu
with the existing equity shares of the Transferee Company in all
respects including dividends.

(m) The (i) Demerger Shares to be issued to the equity and preference
shareholders of the Transferor Company and (ii) equity shares

135
 referred to in Clause 9(e)(iv), if required to be issued, to the equity
shareholders of the Transferor Company pursuant to this Scheme
shall be issued in dematerialized form by the Transferee Company
unless otherwise notified in writing by the Parent Shareholder to
the Transferee Company. In the event such notice has not been
received by the Transferee Company from the Parent Shareholder,
(i) the Demerger Shares to the equity and preference shareholders
of the Transferor Company and, (ii) if required to be issued, equity
shares referred to in Clause 9(e)(iv) shall be issued to the equity
shareholders of the Transferor Company in dematerialized form
provided that the equity and preference shareholders of the
Transferor Company shall be required to have an account with a
depository participant and shall be required to provide details
thereof and such other confirmations as may be required.

(n) The (i) Demerger Shares to the equity and preference shareholders
of the Transferor Company and, (ii) if required to be issued, equity
shares referred to in Clause 9(e)(iv) of the Transferee Company
issued in terms of the Scheme will be listed and/or admitted to
trading on the Stock Exchanges where the equity shares of the
Transferee Company are listed and/or admitted to trading. The
Transferee Company shall enter into such arrangements and give
such confirmations and/or undertakings as may be necessary in
accordance with Applicable Laws or regulations for complying
with the formalities of the Stock Exchanges.

(o) Upon the Scheme becoming effective, if required, the Transferor

Company undertakes to convert such amount of the loans granted
by the Parent Shareholder to the Transferor Company into equity as
is required to ensure that the Consideration is a positive number on
the Closing Date.

10. CLOSING:

(a) Closing shall occur on the date 28th day following the later of (i) the date
of the receipt of the last High Court Order (or High Courts orders for
condonation of delay in filing form 21, if applicable); (ii) date of approval
granted by SEBI in terms of the SEBI Circulars; and (iii) date of the grant
of approval under the Competition Act, 2002 and the Combination
Regulations (the “Closing Date”). If such date falls upon a day which is
not a Business Day, the Closing Date shall be the preceding Business Day.
The process for Closing, including filing of all necessary certified copies
of High Court Orders under Sections 391 to 394 of the Act with the
respective ROCs, shall be implemented in the manner mutually agreed
between the Transferor Company and the Transferee Company.

(b) The demerger of the Demerged Undertaking from the Transferor Company
and its transfer to and vesting with the Transferee Company shall be
deemed to be complete and absolute with effect from the Closing Date.
The credit of the (i) Demerger Shares to the depository accounts of the
equity and preference shareholders of the Transferor Company and (ii) the

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 equity shares issued pursuant to Clause 9(e)(iv), if applicable, to the
depository accounts of the equity shareholders of the Transferor Company
and listing of the (i) Demerger Shares and (ii) the equity shares issued
pursuant to Clause 9(e)(iv), if applicable, shall happen after the Closing
Date.

11. POST CLOSING

The Transferee Company shall cause (a) the Demerger Shares and, if required to
be issued, (b) the equity shares referred to in Clause 9(e)(iv), if applicable, to be
listed and traded on the Stock Exchanges and be credited to the depository
account of the equity and preference shareholders of the Transferor Company no
later than sixty (60) days from the Closing Date in case of the Demerger Shares
and no later than sixty (60) days from the date of determination of number of
equity shares to be issued pursuant to Clause 9(e)(iv).

12. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEROR

COMPANY:

Upon the Scheme becoming effective:

(a) The book value of all assets and Transferred Liabilities pertaining to the
Demerged Undertaking which cease to be assets and liabilities of the
Transferor Company shall be reduced by the Transferor Company at their
book values.

(b) The difference i.e. the excess of the book value of assets over the
Transferred Liabilities pertaining to the Demerged Undertaking and
demerged from the Transferor Company pursuant to the Scheme shall be
debited to the securities premium account of the Transferor Company.

(c) The difference i.e. the shortfall of the book value of assets over the
liabilities pertaining to the Demerged Undertaking and demerged from the
Transferor Company pursuant to the Scheme shall be credited to the
general reserve account of the Transferor Company.

13. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE

COMPANY:

Upon the Scheme becoming effective:

(a) The Transferee Company shall record assets and Transferred Liabilities
pertaining to the Demerged Undertaking at the respective book values as
appearing in the books of Transferor Company.

(b) The Transferee Company shall credit to its share capital account the
aggregate face value of the (i) Demerger Shares and (ii) equity shares
referred to in Clause 9(e)(iv), if applicable issued by it to the equity and
preference shareholders of the Transferor Company pursuant to this
Scheme.

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 (c) The excess of the aggregate value of the assets over the aggregate value of
the Transferred Liabilities of the Demerged Undertaking recorded by the
Transferee Company and the amount credited as share capital pursuant to
above Clause 13(b), will be credited to capital reserve account of the
Transferee Company.

(d) In the event, there is a shortfall of the aggregate value of the assets over
the aggregate value of the Transferred Liabilities of the Demerged
Undertaking recorded by the Transferee Company and the amount credited
as share capital pursuant to Clause 13(b), such shortfall shall be debited to
the goodwill account of the Transferee Company.

14. TAX TREATMENT:

(a) The demerger of the Demerged Undertaking shall be as a going concern to

the Transferee Company, in accordance with Section 2(19AA), Section
2(19AAA) and Section 2(41A) of the IT Act.

(b) Further, Scheme has been drawn up to comply with the conditions relating
to “Demerger” as provided in the Section 2(19AA), Section 2(19AAA)
and Section 2(41A) of the IT Act. If any terms or provisions of the Scheme
are found or interpreted to be inconsistent with the provisions of the IT
Act, at a later date for any reason whatsoever, the relevant provisions of
the IT Act shall prevail and the Scheme shall stand modified to the extent
deemed necessary to comply with the IT Act. Such modifications,
however, shall not affect the other parts of the Scheme.

15. SAVING OF CONCLUDED TRANSACTIONS:

Nothing in the Scheme shall affect any transaction or proceeding already

concluded by the Transferor Company in respect of the Demerged Undertaking, to
the end and intent that the Transferee Company shall accept and adopt all acts,
deeds and things done and executed by the Transferor Company in regard to the
Demerged Undertaking as if it is done and executed by the Transferee Company
itself.

16. REMAINING BUSINESS:

(a) The Remaining Business and all the assets, liabilities and obligations
pertaining thereto shall continue to belong to and be vested in and be
managed by the Transferor Company.

(b) All legal, taxation or other proceedings (whether civil or criminal

including before any statutory or quasi-judicial authority or tribunal) by
or against the Transferor Company under any Applicable Laws whether
pending on Effective Date or which may be instituted at any time, and in
each case relating to the liability, obligation or duties of the Transferor
Company in respect of the Remaining Business shall be continued and
enforced, after the Effective Date, by or against the Transferor Company
only.

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 PART – III

GENERAL TERMS AND CONDITIONS

17. APPLICATION TO HIGH COURT:

The Transferor Company and the Transferee Company shall, with all reasonable
dispatch, make applications/ petitions to the Hon'ble High Court of Judicature at
Allahabad and Hon'ble High Court of Judicature at Bombay, under whose
jurisdiction the registered office of the Transferor Company and the Transferee
Company are situated, for sanctioning this Scheme under Sections 391 to 394 of
the Act and other applicable provisions of the Act and for such other orders as the
High Courts may deem fit for bringing the Scheme into effect and all matters
ancillary or incidental thereto.

18. MODIFICATION OR AMENDMENTS TO THE SCHEME:

(a) Notwithstanding anything to the contrary contained in this Scheme, the

Transferor Company and the Transferee Company by their respective
Board Of Directors or such other Person or Persons, as the respective
Board Of Directors, may authorize, may make and/or consent to any
modifications / amendments (i) to the Scheme (including but not limited to
the terms and conditions thereof) or (ii) to any conditions or limitations
that the High Court or any other Relevant Authority may deem fit to direct
or impose; or (iii) which may otherwise be considered necessary, desirable
or appropriate by them.

(b) The Transferor Company and the Transferee Company by their respective
Board of Directors or such other Person or Persons, as the respective
Board of Directors may authorize including any committee or sub-
committee thereof, shall be authorised to take all such steps as may be
necessary, desirable or proper to resolve any doubts, difficulties or
questions 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, including
but not limited to any questions relating to whether any assets or liabilities
of the Transferor Company are included in the definition of “Demerged
Undertaking”.

(c) For the purpose of giving effect to this Scheme or to any modifications or
amendments thereof or additions thereto or to extend the date of Closing,
the Representatives of the Transferor Company and the Transferee
Company may jointly give and are hereby jointly authorised to determine
and give all such directions as are necessary including directions for
settling or removing any question of doubt or difficulty that may arise and
such determination or directions, as the case may be, shall be binding on
all parties, in the same manner as if the same were specifically
incorporated in this Scheme.

139
19. CONDITIONALITY OF THE SCHEME:

The demerger of the Demerged Undertaking to the Transferee Company shall

require the following regulatory approvals from the Relevant Authorities (the
“Regulatory Approvals”):

(a) approval of the Scheme by the shareholders and/or creditors of both the
Transferor Company and the Transferee Company, in accordance with
Sections 391-394 and all other relevant provisions of the Act;

(b) approval of the Scheme by the public shareholders of the Transferee

Company in accordance with the provisions of the SEBI Circulars, if
required;

(c) the Scheme being approved by the Stock Exchanges, pursuant to clause
24(f) of the Listing Agreement;

(d) in-principle approval from the Stock Exchanges to (i) issue of Demerger
Shares to the equity and preference shareholders of the Transferor
Company and (ii) if required to be issued, equity shares referred to in
Clause 9(e)(iv) to the equity shareholders of the Transferor Company, then
to issue of such shares;

(e) approval from the Stock Exchanges for listing and trading of (i) the said
Demerger Shares to the equity and preference shareholders of the
Transferor Company and (ii) if required to be issued, equity shares referred
to in Clause 9(e)(iv) to the equity shareholders of the Transferor Company,
then for the issue of such equity shares;

(f) approval of the Scheme by SEBI in terms of the SEBI Circulars;

(g) the Scheme being sanctioned by the High Courts in terms of Sections 391
to 394 and all other relevant provisions of the Act;

(h) the occurrence of the first of any of the following, if applicable: pursuant
to the provisions of the Competition Act, 2002 of India and the rules and
regulations thereunder including the Competition Commission of India
(Procedure in regard to the transaction of business relating to
combinations) Regulations, 2011 (the “Combination Regulations”), the
CCI having either (i) granted approval to the transaction contemplated in
the Scheme in the form and substance reasonably acceptable to the
Transferor Company and the Transferee Company; or (ii) been deemed to
have granted approval to the transaction contemplated in the Scheme. The
Transferor Company and the Transferee Company agree that in the event
the CCI does not approve the transaction contemplated in the Scheme
pursuant to the Competition Act, 2002 and the Combination Regulations
or approves the transaction contemplated in the Scheme on conditions that
are not satisfactory to the Transferee Company by reason of its having a
potential material financial impact, the Transferee Company shall have the
right, at its sole discretion, to appeal to the Competition Appellate Tribunal
against such non-approval or the conditions that are not satisfactory to the

140
 Transferee Company by reason of its having a potential material financial
impact, within the Long Stop Date. If the Transferee Company desires to
exercise the said right, it shall inform the Transferor Company within
seven (7) Business Days of its decision to so appeal and shall file the
appeal within the period allowed for such appeal. Any appeal against the
decision of the Competition Appellate Tribunal shall require the consent of
the Transferor Company and the Transferee Company. It is further
clarified that unless mutually agreed between the Transferor Company and
the Transferee Company, the Long Stop Date does not get extended if the
appeal is not decided within Long Stop Date.

Provided that the Regulatory Approvals listed in Clauses 19(d) and 19(e)) shall be
obtained after the Appointed Date.

20. OPERATIONALIZATION OF THE SCHEME:

This Scheme shall become effective (irrespective of whether any of the individual
actions under Clause 19 or this Clause 20 have been completed), with effect from
the Appointed Date.

21. EFFECT OF NON-RECEIPT OF SANCTIONS

In the event any of the Regulatory Approvals are not received prior to the Long
Stop Date, this Scheme shall stand revoked, cancelled and be of no effect save and
except in respect of any act or deed done prior thereto or as is contemplated
hereunder or as to any rights and/or liabilities which might have arisen or accrued
pursuant thereto and which shall be governed and be preserved or worked out as is
specifically provided in the Scheme or as mutually agreed upon by the Boards of
Directors of the Transferor Company and the Transferee Company.

22. SEVERABILITY

If any part of this Scheme is found to be unworkable for any reason whatsoever,
the same shall not, subject to the mutual agreement of the Transferor Company
and the Transferee Company, affect the validity or implementation of the other
parts and/or provisions of this Scheme.

23. COST, CHARGES AND EXPENSES:

(a) The Transferee Company shall pay requisite stamp duty in relation to the
(i) Demerger Shares and (ii) equity shares, if required to be issued,
pursuant to Clause 9(e)(iv) of the Scheme.

(b) Each Transferor Company and Transferee Company shall pay the fees and
costs of any financial or technical advisors, lawyers or accountants
engaged by it in relation to the negotiations leading up to the transactions
contemplated hereunder and to the preparation, execution and carrying into
effect of this Scheme which relate to the transaction contemplated
hereunder.

141
(c) Each Transferor Company and Transferee Company shall bear its own
costs relating to the High Court process including the filing fees and costs
of convening meetings.

(d) Stamp duty, registration fee, costs related to filing of necessary

applications before the CCI and any other relevant Relevant Authority, if
any, and any other applicable costs, duties and Taxes payable in relation to
the Scheme, and the other ancillary documents including stamp duty,
registration fee and mutation expenses payable for transfer, vesting and
merger of the Demerged Undertaking with the Transferee Company, shall
be borne by the Transferee Company.

142
 ANNEXURE I

DESCRIPTION OF THE DEMERGED UNDERTAKING

The term “Demerged Undertaking” means the Transferor Company‟s undertakings,

business, goodwill, activities and operations pertaining to its cement business in Gujarat,
on a going concern basis as on the Effective Date, and shall mean and include:

(a) All assets and property situated in the State of Gujarat including the integrated
cement manufacturing units and the cement grinding units, the marketing offices
and depots as set out in Annexure IA hereto, all land as set out in Annexure IB
hereto, all buildings as set out in Annexure IC, all mining and heavy equipment as
set out in Annexure 1D, all light vehicles as set out in Annexure 1E and all other
assets as detailed in fixed assets register of the units.

(b) The integrated unit located at Sewagram, Gujarat and, as part of such integrated
unit:

(i) All the mines including applications for mining leases with all necessary
licenses, approvals, clearances and surface rights; all prospecting licenses,
whether already granted or under application;

 Limestone : 3490 Ha (ML 1 – 659 Ha; ML 2 – 2831 Ha)

 Laterite: 400 Ha ;

 Clay: 432 Ha;

(ii) The plant site admeasuring 698 Ha;

(iii) 2 clinker plants of 5500 TPD each(aggregating Clinker Capacity of

11000TPD) with commensurate raw mill and coal mill

(iv) Cement Grinding Capacity comprising of Ball Mill, VRM and Roller
Press;(enabling cement grinding of 2.89mtpa);

(v) Captive Jetty (428 ha) with required stacking/ loading/ unloading
arrangements comprising 2 berths with 17km access road;

(vi) Desalination plant – 3 units of capacity 2200 KL per day each;

(vii) CPPs : 2 Nos totalling 57.5MW including EOT crane (90 /5 ton) for
maintenance;

(viii) DG sets: 3 sets of 10-12 MW each & 2 sets totalling 4 MW at the jetty;

(ix) 2 No. Packing Plants - having 2 Nos 12 spout Packers each

(x) New Age Packing Unit

(c) The Split Grinding Unit at Wanakbori, Gujarat, including, inter alia:

143
 (i) The plant site admeasuring 32 Ha;

(ii) Cement Grinding Capacity: 2 nos VRMs; enabling cement grinding of 2.34
mtpa

(iii) One Packing Plant having 2 Nos 16 spout packers

(d) As on the Effective Date, all agreements, suppliers contracts as set out in
Annexure I F hereto.

(e) all earnest moneys and/or security deposits paid by the Transferor Company in
connection with or exclusively relating to the Demerged Undertaking as on the
Effective Date;

(f) all permanent employees employed/engaged as on the Effective Date;

(g) all books, records, files, papers, engineering and process information, computer
programmes, software licenses (whether proprietary or otherwise), drawings,
manuals, data, catalogues, quotations, sales and advertising materials, lists of
present and former customers and suppliers, customer credit information,
customer pricing information, and other records whether in physical or electronic
form;

(h) All equipment and vehicles as per Annexure I G and which have been transferred
to the Transferor Company by the Parent Shareholder on or around the Agreement
Date; and

(i) Liabilities

(i) the liabilities which arise out of the activities or operations of the
Demerged Undertaking:

(ii) the specific loans or borrowings (including debentures) raised, incurred

and utilized solely for the activities, or operations of the Demerged
Undertaking,

(iii) in cases, other than those referred to in Clause (a) or clause (b), so much of
the amounts of general or multipurpose borrowings, if any, of the
Transferor Company as stand in the same proportion which the value of
the assets transferred in the Demerger bears to the total value of the assets
of the Transferor Company immediately before the Demerger.

Without prejudice to the generality of the foregoing, all the liabilities so attributed
to the Demerged Undertaking shall either be included in (i) Financial
Indebtedness (it is clarified that contingent liabilities shall be only dealt with in a
manner detailed in the last sentence of the definition of Financial Indebtedness
read with Clause 13.3.9) or (ii) form part of current liabilities included in Net
Working Capital.All income tax losses attributable to the Demerged Undertaking
upto the Closing Date in terms of the provisions of Section 72A of the Income
Tax Act, 1961. This amount shall be certified by the tax auditor of the Transferor
Company or an independent expert and shall be furnished to the Transferee
Company within a reasonable period of time to enable the Transferee Company to

144
 file its income tax return in time.

It is clarified that:

(a) the joint venture between the Transferor Company and Gujarat Mineral
Development Corporation Ltd. does not form part of the Demerged Undertaking;

(b) any asset belonging to the Demerged Undertaking but temporarily deployed at
other locations shall be brought back to Demerged Undertaking on or before the
Closing Date;

(c) any asset belonging to the Parent Shareholder, deployed at Demerged Undertaking
shall be withdrawn on or before the Closing Date; and

(d) Surface miner of 650 TPH capacity which has been ordered by the Transferor
Company and to be received by the Closing Date shall form part of the Demerged
Undertaking.

145
 ANNEXURE - 1A

TRANSFEROR COMPANY

LIST OF MARKETING OFFICES & GODOWNS/DEPOTS

Sl. No LOCATION ADDRESS OF RMO/GODOWNS REMARKS

1 AHMEDABAD Jaypee Cement Corporation Limited OWNED
B/2 SAFAL PROFITAIRE , CORPORATE ROAD
NEAR PRAHALAD NAGAR GARDEN
Ahmedabad
GODOWNS IN GUJARAT
1 Ahmedabad Jaypee Cement Corporation Limited RENTED
(East) Jaishakti Building Contractor
91, Shri Krishna Industrial Estate,
SV Patel Ring Road, Odhav
Distt. Ahmedabad
2 Ahmedabad Jaypee Cement Corporation Limited RENTED
(West) C/O Mordern Organisor
F.C.I. Godown Complex, Near Balaji Kutir
Kalol Sabarmati Highway, Adalaj
Distt. Gandhinagar
3 Ahmedabad Jaypee Cement Corporation Limited RENTED
(West) Premier Industries,
Survey No. 109, Vill. Salathal, Taluka- Sanand,
Sarkhej Sanand Highway,
Distt. Ahmedabad
4 Anand Jaypee Cement Corporation Limited RENTED
(Unit of Jaypee Cement Corporation Limited )
Jalanagar Bus stand, opp. Karishma party Plot
Chikhodara Sarsa Road
Anand
5 Gandhinagar Jaypee Cement Corporation Limited RENTED
Plot No.104, Opp. Biz Nigam, Sector- 15
Gandhinagar
6 Gandhidham Jaypee Cement Corporation Limited RENTED
Plot No.43, Sector-10
Gandhidham
7 Bhuj Jaypee Cement Corporation Limited RENTED
Plot No.103-104 GIDC
Nagore Road
Bhuj
8 Mehsana Jaypee Cement Corporation Limited RENTED
Jay Estate , Smith Block No.250,
Village Rupal, Mehsana
9 Deesa Jaypee Cement Corporation Limited RENTED
Opp. Water tank , Davas Bhadath Road
Moti Ankhol, Near Krishna Pipe Industries Deesa
10 Deesa Jaypee Cement Corporation Limited RENTED
Aroma Circle,Near Congress Bhanwan
Deesa Highway
Palanpur
11 Himmatnagar Jaypee Cement Corporation Limited RENTED
Alpha Ceramic

146
Sl. No LOCATION ADDRESS OF RMO/GODOWNS REMARKS
Behind Hotel Sarvodaya, Himmatnagar
Shyamala Ji Road, Himmatnagar
12 Rajkot Jaypee Cement Corporation Limited RENTED
Jamnagar Road,
Madhapar, Rajkot
13 Rajkot Jaypee Cement Corporation Limited RENTED
NH 8A, TIMBADI
TALUKA MORBI,RAJKOT
14 Junagadh Jaypee Cement Corporation Limited RENTED
1, GIDC, Behind State Bank of India
Rajkot Road,
Junagadh
15 JAMNAGAR Jaypee Cement Corporation Limited RENTED
DEV COMPLEX
RAJKOT JAMNAGAR HIGHWAY,HAPA
JAMNAGAR
16 Bhavnagar Jaypee Cement Corporation Limited RENTED
Viraj Farm, Navagam, Rajkot Bhavnagar Highway
Kardej, Bhavnagar
17 Bhavnagar Jaypee Cement Corporation Limited RENTED
Gadhada Road,Yogi Nagar , Near Shiv Nagar
Botad , Distt. Bhavnagar
18 Amreli Jaypee Cement Corporation Limited RENTED
liliya Road
Amreli
Gujarat
19 Surat Jaypee Cement Corporation Limited RENTED
Plot No.180, Ichhapore Bhatpore GIDC
At. Bhatpore
Taluka Choryasi,
Distt. Surat
20 Surat Jaypee Cement Corporation Limited RENTED
Althan Street Near Sugar Factory
NH-8
At & Post Chalthan,Taluka Palsana
Distt. Surat
21 Navsari Jaypee Cement Corporation Limited RENTED
N.H.-8, Greed, Kabilpore
Navsari, Gujarat
22 Vapi Jaypee Cement Corporation Limited RENTED
Plot No.267 Shed No.A2/18,
Near Sardar Chowk
Phase-II, GIDBC, Vapi, Distt. Valsad
23 Vadodara Jaypee Cement Corporation Limited RENTED
Godown No.7 PP Trust Estate, Near Railway
Station Ranoli
Vadodara-391350
24 Vadodara Jaypee Cement Corporation Limited RENTED
DABHOI ROAD, KAPURAI CHOKADI
NEAR KRISHNA HOTEL
VADODARA
25 Godhra Jaypee Cement Corporation Limited RENTED
Opp. Reliance Petrol Pump,

147
Sl. No LOCATION ADDRESS OF RMO/GODOWNS REMARKS
Near FCI Godown,
Lunawada Highway, Godhra
26 Bharuch Jaypee Cement Corporation Limited RENTED
Godown No.17, 9
Gujarat Rajya Ware Housing Corporation,Bholav,
Bharuch
27 Bharuch Jaypee Cement Corporation Limited RENTED
C/O Laxmi Auto Body Builders
Plot No. 3/8 N.H.8, Near GIDC Over Bridge,
GIDC Estate, Ankleshwar
Bharuch
28 Ahmedabad Jaypee Cement Corporation Limited RENTED
(East) Godown No 28 , Ahmedabad Cotton Merchant
Co-Operative Warehouse Society Ltd, Compound
Near Stovek Industries Limited , Lambha
Ahmedabad
29 VADODARA Jaypee Cement Corporation Limited RENTED
2ND FLOOR , ARIES HOUSE
NEAR SIDDARTH PALACE HOTEL
OLD PADRA ROAD, VADODARA
30 BHAVNAGAR Jaypee Cement Corporation Limited RENTED
207, SHANTI ARADHANA COMPLEX
OPP. RTAKHESHWAR POLICE STATION
WAGHWADI ROAD, BHAVNAGAR
31 SURAT Jaypee Cement Corporation Limited RENTED
B/305, INTERNATIONAL TRADE CENTRE
OPPOSITE MAJURA GATE
RING ROAD SURAT
32 RAJKOT Jaypee Cement Corporation Limited RENTED
203/204, II ND FLOOR, "PRASHAM"
KASTURBA GANDHI MARG
NR. DHARAM CINEMA , RAJKOT
33 AHMEDABAD Jaypee Cement Corporation Limited RENTED
DIPAKBHAI JADHAV
A/4 SHRI BHAVANI SOCIETY ,
NEAR VASTRAPUR STATION
NEAR SURYA NAGAR WELL, VEJALPUR
SATELLITE AHMEDABAD
34 AHMEDABAD Jaypee Cement Corporation Limited RENTED
KASHMIRA YADAV
B/4 SHRI BHAVANI SOCIETY ,
NEAR VASTRAPUR STATION
NEAR SURYA NAGAR WELL, VEJALPUR
SATELLITE AHMEDABAD
35 AHMEDABAD Jaypee Cement Corporation Limited RENTED
24-25, SUMERU BUNGLOW, RAMDEO NAGAR,
NEAR SATYAGRUH CHAVNI,
OPP. RAJSURYA BUNGLOW, SATELLITE ROAD,
AHMEDABAD
36 BHUJ Jaypee Cement Corporation Limited RENTED
HOUSE NO 128, PRABHU NAGAR,
OPPOSITE TRIMURTI TEMPLE,
AIRPORT ROAD, BHUJ,

148
Sl. No LOCATION ADDRESS OF RMO/GODOWNS REMARKS
37 BHUJ Jaypee Cement Corporation Limited RENTED
KARMYOG BUNGLOW, SANSKAR NAGAR,
NEAR RADIO COLONY,
BHUJ,
GODOWNS IN RAJASTHAN
1 UDAIPUR JAYPEE CEMENT CORPORATION LIMITED RENTED
181,182 A, Madri Industrial area
Road No.5
Udaipur
2 UDAIPUR JAYPEE CEMENT CORPORATION LIMITED RENTED
Plot No.87/88 Transport Nagar
Bhilwara Road, Chandariya
Chittorgarh- 312001
3 BANSWARA JAYPEE CEMENT CORPORATION LIMITED RENTED
F-120, Industrial, Thikaria
Dahod Road, Banswara
Rajasthan.
4 BANSWARA JAYPEE CEMENT CORPORATION LIMITED RENTED
F-8, RIICO Industrial Area
Dungarpur,
Rajasthan.
5 SANCHOR JAYPEE CEMENT CORPORATION LIMITED RENTED
260/88, Tharad Road,
Opp. Amar International Hotel
Sanchore, Jalore,
Rajasthan.
6 SANCHOR JAYPEE CEMENT CORPORATION LIMITED RENTED
RIICO Industeial Area MAKHUPURA
Sanchore, Jalore,
Rajasthan.
7 PALI JAYPEE CEMENT CORPORATION LIMITED RENTED
PLOT NO 254/268
OPPOSITE RELIANCE TOWER, PREM NAGAR
PALI-MARWAR
306401
Rajasthan.
8 PALI JAYPEE CEMENT CORPORATION LIMITED RENTED
G-108, Ambaji Industrial Area(RIICO)
Abu Road-307026
Rajasthan.
9 JODHPUR JAYPEE CEMENT CORPORATION LIMITED RENTED
12-B,Heavy Industrial Area,
Behind Rajasthan Steel,
Jodhpur, Rajasthan.
10 JODHPUR JAYPEE CEMENT CORPORATION LIMITED RENTED
Khasra No.268, Nagaur By-pass Road
Jodhpur
Rajasthan.
11 JODHPUR JAYPEE CEMENT CORPORATION LIMITED RENTED
Pal Road, Opposite Reliance Petrol Pump
Jodhpur
Rajasthan.
12 AJMER JAYPEE CEMENT CORPORATION LIMITED RENTED

149
Sl. No LOCATION ADDRESS OF RMO/GODOWNS REMARKS
Idgah Road, Behind Petrol Pump
Vaishali Nagar
Ajmer, Rajasthan
13 AJMER JAYPEE CEMENT CORPORATION LIMITED RENTED
Ajmer Road By-Pass
Behind Daulatgarh Singha
Beawar-305901, Rajasthan.
14 BHILWARA JAYPEE CEMENT CORPORATION LIMITED RENTED
Plot no. 8-9, Opp. Gandhinagar,
Near Charbhuja Dharam Kanta,Vivekanand Nagar,
Pur Road
Bhilwara, Rajasthan

150
 ANNEXURE - 1B

TRANSFEROR COMPANY

SEWAGRAM -- GOVT LAND

SL NO VILLAGE SURVEY NO AREA IN SQM REMARKS

(A) PLANT AREA
1 Kharai 103 19800
2 Kharai 126 9300
3 Kharai 154p46 1417800
sub total 1446900

1 Fullay 24 282877
2 Fullay 25 163089
3 Fullay 27 72641
4 Fullay 29 87716
5 Fullay 30 61886
6 Fullay 32 42088
7 Fullay 33 53216
8 Fullay 34 49979
9 Fullay 35 82354
10 Fullay 36 88829
11 Fullay 37 24281
12 Fullay 38 40671
13 Fullay 39 21246
14 Fullay 40 46134
sub total 1117007

1 Vayor 160 72844

2 Vayor 162 69809
3 Vayor 163 91055
4 Vayor 164 91055
5 Vayor 165 91055
6 Vayor 166/p4 40469
sub total 456287

1 Paddhar 44/p1 1600000

TOTAL 4620194

(B) JETTY AREA

1 Vayor/Paddar 44p26 40469
2 Vayor/Paddar 149/2 9623
3 Vayor/Paddar 152/p1 2733
4 Vayor/Paddar 153/p1 2125
5 Vayor/Paddar 155/p1 7487
sub total 62437

151
SL NO VILLAGE SURVEY NO AREA IN SQM REMARKS
1 Vagot 71/p2 7100
2 Vagot 74/p3 65300
3 Vagot 81/p1 23600
4 Vagot 82/p1 49700
5 Vagot 83/p3 36800
6 Vagot 85/p1 48300
7 Vagot 87/p2 47500
sub total 278300

1 Karmata 150/p2 6300

2 Karmata 152/p1 11800
3 Karmata 153/p1 13100
4 Karmata 159/p1 15600
sub total 46800

1 Mohadi 25p34 60200

2 Mohadi unsurveyed 3840000
sub total 3900200

TOTAL 4287737
GRAND TOTAL 8907931

Sewagram-Private Land
1 Fulai-2 37/p1 24282
2 Fulai-2 14p4 32375
3 Fulai-2 31p1 41784
4 Fulai-2 14p3 24281
5 Fulai-2 14P2/1 25900
6 Fulai-2 10 48765
7 Fulai-2 6 27923
8 Fulai-2 8 35815
9 Fulai-2 7/2 9814
10 Fulai-2 7/1 10724
11 Fulai-2 9/1 23270
12 Fulai-2 3/1 18919
13 Fulai-2 5/1/p.2 20639
14 Fulai-2 4/3 11736
sub total 356227
1 Vayor/Paddar 146p13 32375
2 Vayor/Paddar 89p1 32375
3 Vayor/Paddar 89p2 24281
4 Vayor/Paddar 166p3 32375
5 Vayor/Paddar 44p4/1 48563
6 Vayor/Paddar 44p25 40470
7 Vayor/Paddar 101p1 32370
8 Vayor/Paddar 44p21/1 48563
9 Vayor/Paddar 44p11 97094

152
SL NO VILLAGE SURVEY NO AREA IN SQM REMARKS
10 Vayor/Paddar 44p15 97094
11 Vayor/Paddar 44p16 97094
12 Vayor/Paddar 159p1 40469
13 Vayor/Paddar 103p1 40469
14 Vayor/Paddar 166p2 24281
15 Vayor/Paddar 44p17/1 40500
16 Vayor/Paddar 85 20234
17 Vayor/Paddar 166p1 24281
18 Vayor/Paddar 44p6/1 20234
19 Vayor/Paddar 94/95/96p2 40469
20 Vayor/Paddar 94/95/96p1 40470
21 Vayor/Paddar 107p3 32370
22 Vayor/Paddar 44/p17/3 8094
23 Vayor/Paddar 42 18413
24 Vayor/Paddar 4 18009
25 Vayor/Paddar 43 27620
26 Vayor/Paddar 7 23472
27 Vayor/Paddar 30 22561
28 Vayor/Paddar 41 71630
29 Vayor/Paddar 1 35006
30 Vayor/Paddar 41/2 13355
31 Vayor/Paddar 37 35613
sub total 1180204
1 Kharai 119 18200
2 Kharai 114 20100
3 Kharai 123 19700
4 Kharai 109 22400
5 Kharai 105 32900
6 Kharai 102 33200
7 Kharai 130 41200
8 Kharai 131 24200
9 Kharai 125 20900
10 Kharai 104/1 33657
11 Kharai 127 18100
12 Kharai 128 62000
13 Kharai 129 16900
14 Kharai 129/p1 16900
15 Kharai 154p8 32400
16 Kharai 154p31 40500
17 Kharai 154p9 20200
18 Kharai 154p36 80900
19 Kharai 154p34 40500
20 Kharai 154p21 32400
21 Kharai 154p10 40500
22 Kharai 154p13 40500
23 Kharai 154p19 32400
24 Kharai 154p26p1 20100

153
SL NO VILLAGE SURVEY NO AREA IN SQM REMARKS
25 Kharai 154p26p2 20400
26 Kharai 154p30 40500
27 Kharai 154p47p6 20235
sub total 841892
Total 2378323
Say in Hectares 237.8323

Wanakbori-Private Land
1 Sangol 131 280937
2 Sangol 137 4047
3 Sangol 138 4148
4 Sangol 142 4502
5 Sangol 143 14265
6 Sangol 147 4958
7 Sangol 170 5362
8 Sangol 170 5059
Total 323278
Say in Hectares 32.3278

154
 ANNEXURE - 1C

BUILDINGS & STRUCTURES AT SEWAGRAM

SL NO. DESCRIPTION Remarks

A PLANT - SP I
1 Raw Material Hopper
2 Raw Mill House
3 Raw Mill Bag House
4 C.F.Silo
5 Preheater tower
6 Clinker cooler
7 Clinker cooler ESP
8 CCR
9 Clinker Silo
10 Cement Mill Hopper
11 Cement Mill House
12 Cement Storage Silo
13 Steel Cement Storage Silo
14 Packing Plant
15 Compressor House
16 L.C.3
17 Kiln Bypass Beg House
18 Coal / Lignite Mill House
19 HFO Fule Storage
20 LFO Fule Storage
21 Pump House
22 Cooling Tower
23 D.G.House
24 Air cooled Condenser
25 Water Treatment Plant
26 T.G.Building
27 Boiler House
28 Boiler ESP
29 Fly Ash Silo
30 Chimney
31 Coal Silo
32 L.C. - 1
33 L.C. - 2
34 Water Tank
35 Weigh Bridge Control Room
36 Despatch Office
37 Store
38 E & M Workshop
39 Time Office
40 Fire Station
41 Canteen
42 Dump Hopper
43 Limestone Stockpile

155
SL NO. DESCRIPTION Remarks
44 Clay / Leterite Stockpile
45 Lignite Stockpile
46 Coal Mill HAG Foundation
47 Clinker Transfer Tower
48 Transfer Towers-2Nos
B PLANT - SP II
1 Raw Material Hopper
2 Raw Mill House
3 Raw Mill Bag House
4 C.F.Silo
5 Preheater Tower
6 Clinker cooler
7 Clinker cooler ESP
8 Clinker Silo
9 Cement Mill Hopper
10 Cement Mill House
11 Cement Mill Baghouse
12 Cement Storage Silo
13 Steel Cement Storage Silo
14 Packing Plant
15 Compressor House
16 L.C.3
17 Kiln Bypass Beg House
18 Coal / Lignite Mill House
19 HFO Fule Storage
20 LFO Fule Storage
21 Pump House
22 Cooling Tower
23 Air cooled Condenser
24 Circular Stockpile
25 Circular Stockpile-Sub Station
26 Roll Press
27 Boiler House
28 Boiler ESP
29 Fly Ash Silo
30 Coal Silo
31 Store
32 Dump Hopper
33 New Lignite Stockpile
34 Lignite Storage Shed
35 Lime Stone PB Stock Pile
36 Clinker Shaft
37 Chimney
38 Transfer Towers-6 Nos
C New Age Packaging Unit

D Jetty & Desalination Plant

156
SL NO. DESCRIPTION Remarks
1 Jetty with approach
2 Clinker Shed
3 Cement Shed
4 Coal Shed
5 Conveying System
6 Weigh Bridge Control Room
7 Electric Romm-1
8 Electric Romm-2
9 Office Shed
10 R O Building
11 Intake Pump House
12 Intake Pump House
13 Raw Water Tank-1
14 Raw Water Tank-2
15 Stilling Chamber
16 Gravity Sand Filter
17 Filter water storage tank
18 Pressure Sand Filter
19 R O Chemical House
20 Pretreatment Plant
21 Product Water Storage Tank
22 Reject Water Storage Tank
23 Switch Yard
24 Temporary Storage Tank
25 Bachelor Accomodation FH-3 2 Nos
26 Bachelor Accomodation FH-4 3 Nos
27 Annapurna
28 Office
29 Toilet
30 D G House
31 Store
E Township
Field Hostels
1 FH-1 (G+1) 1 Block
2 FH-2 (G+1) 1 Block
3 FH-2 Annexe (G only) 2 Blocks
4 FH-3 (G only) 6 Blocks
5 FH-4 (G only) 3 Blocks
6 FH-5 (G only) 5 Blocks
7 FH-6 (G only) 2 Blocks
8 WC & Bath Block for FH-6 1 Block
9 Worker's qtrs. 1 Block
10 FH-5 (G+1) 1 Block
11 FH-6 (G+1) 1 Block
Family Accommodation
12 C-Type (G+1) 2 Blocks
13 D-Type (G+1) 8 Blocks

157
SL NO. DESCRIPTION Remarks
14 E-Type (G+1) 26 Blocks
15 F-Type (G+1) 34 Blocks
16 H-Type (G+1) 27 Blocks
Other Buildings/Structures
17 Club & Gym
18 Annapurna
19 Laundry
20 Shopping Complex
21 D.G.House
22 Club & Gym
23 Podium at Township
24 Podium at Project Office
25 Badminton Court
26 Hospital
27 Parking Shed at Hospital
28 Bank of India (Old building)
29 Office (Old Building)
30 Sardar Patel Vidyalaya Gujarati Medium
31 Sardar Patel Vidyalaya English Medium
32 Worker's Toilet for Annapurna
33 Gas Bank for Annapurna
34 Annapurna for School
35 Shiva Temple
36 Estate Office
37 Parking Shed near Estate Office
38 Parking Shed near FH-I
39 Incinerator
40 STP
41 Over Head Tank
42 Under Ground Tank
F Vikaspuram
1 Family Quarters 4 Blocks
2 Bachelor Quarters FH-4 54 Blocks
3 Bachelor Quarters FH-3 9 Blocks
4 Dispensary & Office Block
5 Annapurna for Staff
6 Annapurna for Security Staff
7 Atta Chakki
8 Annapurna
9 Over Head Tank 4 Blocks
10 Secuirity Cabin
11 Kitchen for Staff 4 Blocks
12 Bathing Block 10 Blocks
13 WC Block 10 Blocks
14 Restaurant 4 Blocks

158
 BUILDINGS & STRUCTURES AT WANAKBORI

SL NO. DESCRIPTION Remarks

A PLANT BUILDINGS/STRUCTURES
1 CEMENT MILL 2 Nos
2 CEMENT SILO 2 Nos
3 COAL MILL
4 CENTRAL CONTROL ROOM
5 BAG HOUSE FOR CEMENT MILL 2 Nos
6 PACKING PLANT & TRUCK LOADING
7 HOT AIR GENERATOR
8 SUB STATION
9 FLY ASH EXTRACTING PLANT
10 ELEC /MECH WORKSHOP
11 WEIGH BRIDGE 7 Nos
12 AUTO WORK SHOP
13 PLANT ROAD
14 DRAINAGE & SEWERAGE PLANT
15 WATER TREATMENT PLANT BUILDING
16 TURBINE GENERATOR BUILDING
B FIELD HOSTELS
1 FIELD HOSTEL-1 (G+1)
2 FIELD HOSTEL-2 (G+1)
3 FIELD HOSTEL-3 (G+1)
4 FIELD HOSTEL-4 (G only) 2 Blocks
5 FIELD HOSTEL-5 (G only) 2 Blocks
6 FIELD HOSTEL-6 (G only) 4 Blocks
C FAMILY ACCOMMODATION
1 D-TYPE (G+2) 2 Blocks
2 E-TYPE (G+2) 2 Blocks
3 F-TYPE (G+2) 2 Blocks
4 H-TYPE (G+2) 2 Blocks
D OTHER BUILDINGS
1 ANNAPURNA MESS
2 ANNAPURNA MESS FOR WORKERS
3 HOSPITAL
4 TEMPLE
5 ADMINISTRATIVE BUILDING
6 ESTATE OFFICE
7 MAIN STORE
8 LABOUR HUTMENTS 4 Blocks
9 SECURITY OFFICE
10 SECURITY OFFICE AT GATE
11 TRANSPORTER SHED
12 DHOBI GHAT

159
 ANNEXURE-1D

DETAILS OF EQUIPMENTS AND HEAVY VEHICLES OWNED BY THE

TRANSFEROR COMPANY DEPLOYED AT SEWAGRAM

SL. DESCRIPTION CHASIS NO/ MAKE LOCATION

NO. REGN NO
1 SURFACE MINER 8210438 WIRTGEN Limestone
Raising
2 SURFACE MINER 8210564 WIRTGEN Limestone
Raising
3 WHEEL LOADER 52782 KOMATSU Limestone
Raising
4 WHEEL LOADER 52783 KOMATSU Limestone
Raising
5 WHEEL LOADER 60012 KOMATSU Limestone
Raising
6 WHEEL LOADER 60013 KOMATSU Limestone
Raising
7 WHEEL LOADER 54339 KOMATSU Cement Plant
8 WHEEL LOADER 54791 KOMATSU Cement Plant

B HEAVY VEHICLES
1 TATA 4923 TIP GJ12AT 5483 TATA Limestone Mines
TRAILER
2 TATA 4923 TIP GJ12AT 6090 TATA Limestone Mines
TRAILER
3 TATA 4923 TIP GJ12AT 5640 TATA Limestone Mines
TRAILER
4 TATA 4923 TIP GJ12AT 5644 TATA Limestone Mines
TRAILER
5 TATA 4923 TIP GJ12AT 5641 TATA Limestone Mines
TRAILER
6 TATA 4923 TIP GJ12AT 5932 TATA Limestone Mines
TRAILER
7 AMW 4923 TIP GJ7UU 5335 AMW Limestone Mines
TRAILER
8 AMW 4923 TIP GJ7UU 5304 AMW Limestone Mines
TRAILER
9 AMW 4923 TIP GJ7UU 5306 AMW Limestone Mines
TRAILER
10 AMW 4923 TIP GJ7UU 5310 AMW Limestone Mines
TRAILER
11 AMW 4923 TIP GJ7UU 5311 AMW Limestone Mines
TRAILER
12 AMW 4923 TIP GJ7UU 5313 AMW Limestone Mines
TRAILER
13 AMW 4923 TIP GJ7UU 5314 AMW Limestone Mines
TRAILER

160
SL. DESCRIPTION CHASIS NO/ MAKE LOCATION
NO. REGN NO
14 AMW 4923 TIP GJ7UU 5315 AMW Limestone Mines
TRAILER
15 AMW 4923 TIP GJ7UU 5337 AMW Limestone Mines
TRAILER
16 AMW 4923 TIP GJ7UU 5340 AMW Limestone Mines
TRAILER
17 AMW 4923 TIP GJ7UU 5341 AMW Limestone Mines
TRAILER
18 AMW 4923 TIP GJ7UU 5347 AMW Limestone Mines
TRAILER
19 AMW 4923 TIP GJ7UU 5348 AMW Limestone Mines
TRAILER
20 AMW 4923 TIP GJ7UU 5349 AMW Limestone Mines
TRAILER
21 AMW 4923 TIP GJ7UU 5350 AMW Limestone Mines
TRAILER
22 AMW 4923 TIP GJ7UU 5355 AMW Limestone Mines
TRAILER
23 AMW 4923 TIP GJ7UU 5358 AMW Limestone Mines
TRAILER
24 AMW 4923 TIP GJ7UU 5360 AMW Limestone Mines
TRAILER
25 AMW 4923 TIP GJ7UU 5357 AMW Limestone Mines
TRAILER
26 AMW 4923 TIP GJ7UU 5356 AMW Limestone Mines
TRAILER
27 AMW TIPPER GJ12AW 125 AMW Limestone Mines
28 AMW TIPPER GJ12AW 126 AMW Limestone Mines
29 AMW TIPPER GJ12AW 128 AMW Limestone Mines
30 AMW TIPPER GJ12AW 129 AMW Limestone Mines
31 AMW TIPPER GJ12AW 130 AMW Limestone Mines
32 AMW TIPPER GJ12AW 131 AMW Limestone Mines
33 MAN DUMPER GJ12AT 5013 Manforce Limestone Mines
34 MAN DUMPER GJ12AT 5016 Manforce Limestone Mines
35 MAN DUMPER GJ12AT 5017 Manforce Limestone Mines
36 MAN DUMPER GJ12AT 5012 Manforce Limestone Mines
37 MAN DUMPER GJ7UU 5022 Manforce Limestone Mines
38 MAN DUMPER GJ7UU 5028 Manforce Limestone Mines
39 TATA 4923 TIP GJ12AT 5934 TATA Cement shifting
TRAILER to Jetty
40 TATA 4923 TIP GJ12AT 5935 TATA Cement shifting
TRAILER to Jetty
41 TRAILORS/TROLLIES GJ12Y-8651 Manforce Cement shifting
- PL HAULWEL to Jetty
42 TRAILORS/TROLLIES GJ12Y-8650 Manforce Cement shifting
- PL AHULWEL to Jetty
43 TRAILORS/TROLLIES GJ12Y-8652 Manforce Cement shifting

161
SL. DESCRIPTION CHASIS NO/ MAKE LOCATION
NO. REGN NO
- PL AHULWEL to Jetty
44 TRAILORS/TROLLIES GJ12Y-8657 Manforce Cement shifting
- PL AHULWEL to Jetty
45 TRAILORS/TROLLIES GJ12Y-8658 Manforce Cement shifting
- PL AHULWEL to Jetty
46 TRAILORS/TROLLIES GJ12Y-8659 Manforce Cement shifting
- PL AHULWEL to Jetty
47 MAN DUMPER GJ12AT 5014 Manforce Clay shifting at
Plant
48 MAN DUMPER GJ7UU 5026 Manforce Clay shifting at
Plant
49 MAN DUMPER GJ7UU 5017 Manforce Clay shifting at
Plant
50 TATA 4923 TIP GJ12AT 5931 TATA Coal shifting at
TRAILER CPP
51 TATA 4923 TIP GJ12AT 5933 TATA Coal shifting at
TRAILER CPP
52 TATA 4923 TIP GJ12AT 6092 TATA Coal shifting at
TRAILER CPP
53 TATA 4923 TIP GJ12AT 5152 TATA Coal shifting at
TRAILER CPP
54 FIRE WATER BOUSER GJ12AT 6220 TATA Cement Plant
55 FIRE BRANTO BOOM GJ12AT 6366 TATA Cement Plant
56 TRAILORS/TROLLIES GJ12Y-6563 TATA Cement Plant
- PL AHULWEL
57 CEMENT BULKER GJ12Z 0458 TATA CPP for Flyash
shifting
58 WATER TANKER GJ12Y 4145 HMT Plant Roads
59 LP407 TRUCK GJ12Y 8720 TATA Stores
60 TATA 4923 TIP GJ12AT 5480 TATA Auto Workshop
TRAILER
61 TATA 4923 TIP GJ12AT 5642 TATA Auto Workshop
TRAILER
62 TATA 4923 TIP GJ12AT 5638 TATA Auto Workshop
TRAILER
63 TATA 4923 TIP GJ12AT 5930 TATA Auto Workshop
TRAILER
64 TATA 4923 TIP GJ12AT 5153 TATA Auto Workshop
TRAILER
65 TATA 4923 TIP GJ12AT 5643 TATA Auto Workshop
TRAILER
66 TRAILORS/TROLLIES GJ12Y-7578 TATA Auto Workshop
- PL AHULWEL
67 TRAILORS/TROLLIES GJ12Y-6553 TATA Auto Workshop
- PL AHULWEL

C OTHER HEAVY

162
 SL. DESCRIPTION CHASIS NO/ MAKE LOCATION
NO. REGN NO
EQUIPMENTS
1 DIESEL GENERATOR 1842 SUDHIR Mines
SET
2 DIESEL GENERATOR 4862/1000063 KIRLOSKA Mines
SET R
3 DIESEL GENERATOR CPLD_2/K/50/025/ POWERICA Jetty
SET 744/750 LTD
4 DIESEL GENERATOR CPLD_2/K/50/024/ POWERICA Jetty
SET 743/749 LTD
5 GENERATOR SET C0600328/1000333 HONDA Jetty
LPG
6 GENERATOR SET FECD-C0600237 HONDA Jetty
LPG
7 DIESEL GENERATOR 1843 SUDHIR Township
SET
8 DIESEL GENERATOR 2/K/75/010/957/96 POWERICA Township
SET 9 LTD
9 FORK LIFT GJ12AN- 9518 ACE New Age
(ELECTRIC) Packaging Unit
10 FORK LIFT GJ12AN-1882 ACE New Age
(ELECTRIC) Packaging Unit
11 FORK LIFT GJ12AN-1883 ACE New Age
(ELECTRIC) Packaging Unit
12 DIESEL GENERATOR CPLD_2/K/50/024/ POWERICA Autoworkshop
SET 734/740 LTD
13 DIESEL GENERATOR 2/K/75/012/1067/1 POWERICA Auto Workshop
SET 082 LTD
Total=8+67+13=88 Nos

DETAILS OF VEHICLE OWNED BY THE TRANSFEROR COMPANY

(BEYOND ECONOMICAL REPAIRS) AT SEWAGRAM

SL. NO. DESCRIPTION CHASIS NO/ REGN MAKE LOCATION

NO
1 FIRE TENDER GJ12Y-8734 TATA Auto
Workshop

DETAILS OF EQUIPMENTS AND VEHICLES OWNED BY THE TRANSFEROR

COMPANY DEPLOYED AT WANAKBORI

SL NO DESCRIPTION REGN. NO MAKE LOCATION

A EQUIPMENTS
1 LOADER - JCB 430 Z GJ7AN 9582 JCB Wanakbori

B HEAVY VEHICLES
1 TATA HYVA GJ7 UU 5305 TATA Wanakbori

163
SL NO DESCRIPTION REGN. NO MAKE LOCATION
2 TATA HYVA GJ7 UU 5312 TATA Wanakbori
Total=1+2=3 Nos

164
 ANNEXURE-1E

DETAILS OF BUSES AND LIGHT VEHICLES OWNED BY THE TRANSFEROR

COMPANY DEPLOYED AT SEWAGRAM

SL. DESCRIPTION REGN NO MAKE LOCATION

NO.
1 STAFF BUS GJ12T 4973 TATA Sewagram
2 STAFF BUS GJ12AU TATA Sewagram
4507
3 STAFF BUS GJ12AU TATA Sewagram
4506
4 STAFF BUS GJ12X 9825 TATA Sewagram
5 STAFF BUS GJ12T 4972 TATA Sewagram
6 STAFF BUS GJ12T 4842 TATA Sewagram
7 STAFF BUS GJ12T 4845 TATA Sewagram
8 STAFF BUS GJ12T 4850 TATA Sewagram
9 AMBULANCE WITH ICU GJ12Y 3049 Force Sewagram
UNIT
10 MOBILE CLINIC VAN GJ22T 444 TATA Sewagram
11 TATA 407 GJ22T 0376 TATA Stores

B LIGHT VEHICLES ( 4
Wheelers & 2 Wheelers)
1 SECURITY VAN GJ12Z 7805 M&M Sewagram
2 SECURITY VAN GJ12Z 7806 M&M Sewagram
3 BOLERO GJ12AE M&M Sewagram
4312
4 BOLERO GJ12AE M&M Sewagram
3572
5 BOLERO GJ22A 475 M&M Sewagram
6 BOLERO GJ12J 4689 M&M Sewagram
7 BOLERO GJ12J 4685 M&M Sewagram
8 BOLERO GJ12J 4709 M&M Sewagram
9 BOLERO GJ12J 4726 M&M Sewagram
10 BOLERO GJ12AE M&M Sewagram
7283
11 BOLERO GJ12AE 413 M&M Sewagram
12 BOLERO GJ22A 466 M&M Sewagram
13 BOLERO SLE NGT 2WD GJ12BF 4749 M&M Sewagram
14 BOLERO SLE NGT 2WD GJ12BF 4753 M&M Sewagram
15 BOLERO SLE NGT 2WD GJ12BF 4739 M&M Sewagram
16 BOLERO GJ12AE 420 M&M Sewagram
17 BOLERO GJ22A 520 M&M Sewagram
18 BOLERO GJ22A 467 M&M Sewagram
19 BOLERO GJ22A 519 M&M Sewagram
20 BOLERO GJ22A 523 M&M Sewagram
21 BOLERO SLX 2W GJ01 M&M Ahmedabad
KF6915 office

165
SL. DESCRIPTION REGN NO MAKE LOCATION
NO.
22 BOLERO SLX 2WD 7STR BS GHA4L7650 M&M RMO
3 4 Ahmedabad
23 BOLERO A/C GJ12AE 416 M&M Sewagram
24 BOLERO A/C GJ12AK M&M Sewagram
1370
25 BOLERO A/C GJ12AK M&M Sewagram
1372
26 BOLERO A/C GJ12AK M&M Sewagram
1375
27 BOLERO A/C GJ12AK M&M Sewagram
1376
28 BOLERO A/C GJ12AK M&M Sewagram
1379
29 BOLERO A/C GJ12J 8066 M&M Sewagram
30 BOLERO A/C GJ12AE M&M Sewagram
3317
31 BOLERO A/C GJ12AK M&M Sewagram
1380
32 BOLERO A/C GJ12AK M&M Sewagram
1382
33 BOLERO A/C GJ12AK M&M Sewagram
1383
34 BOLERO A/C GJ12AK M&M Sewagram
1384
35 BOLERO A/C GJ12AE M&M Sewagram
1565
36 INNOVA GJ12J 5914 Toyota Sewagram
37 INNOVA GJ22A 540 Toyota Sewagram
38 TOYOTA INNOVA GJ01KB5427 Toyota Ahmedabad
office
39 TOYOTA CORROLA (ALTIS) GJ01KB2754 Toyota Ahmedabad
office
40 TOYOTA CORROLA GJ1HP 720 Toyota Ahmedabad
office
41 COROLLA GJ22A 630 Toyota Sewagram
42 SCORPIO GJ12AE M&M Sewagram
3173
43 SCORPIO GJ12J 5832 M&M Sewagram
44 SCORPIO GJ12J 3357 M&M Sewagram
45 HONDA CRV GJ12AK Honda Sewagram
0353
46 HMT TRACTOR GJ12K 6231 HMT Sewagram
47 HMT TRACTOR GJ12K 6242 HMT Sewagram
48 CAMPER GJ22T 328 M&M Sewagram
49 CAMPER GJ12Y 3710 M&M Sewagram
50 CAMPER GJ12Y 1289 M&M Sewagram
51 CAMPER GJ22T 337 M&M Sewagram

166
 SL. DESCRIPTION REGN NO MAKE LOCATION
NO.
52 CAMPER GJ12AT M&M Sewagram
1585
53 CAMPER GJ12AT M&M Sewagram
1586
54 CAMPER GJ12Y 1290 M&M Sewagram
55 CAMPER GJ12Y 3711 M&M Sewagram
56 CAMPER GJ22T 329 M&M Sewagram
57 HERO HONDA BIKE GJ12AP Hero Honda Sewagram
8679
58 HERO HONDA BIKE GJ12AP Hero Honda Sewagram
8680
59 HERO HONDA BIKE GJ22 7335 Hero Honda Sewagram
60 HERO HONDA BIKE GJ22 7336 Hero Honda Sewagram
61 HERO HONDA BIKE GJ22 9701 Hero Honda Sewagram
62 HERO HONDA BIKE GJ22 9702 Hero Honda Sewagram
63 HERO HONDA BIKE GJ22 9703 Hero Honda Sewagram
64 HERO HONDA BIKE GJ22 9704 Hero Honda Sewagram
65 TATA TRUCK GJ22T 366 TATA Sewagram
66 ESTEEM CAR GJ22A 801 Maruti Sewagram
67 CULTIVATOR Tractor Attachment Sewagram
68 TATA ACE MAGIC GJ12AE 8218 TATA Gandhidham
Railway Siding
69 HERO HONDA BIKE GJ12BD 419 Hero Honda Sewagram
70 MAHINDRA XYLO MH06AZ M&M RMO
1251 Ahmedabad
71 XYLO E 4 GJ12AE 7451 M&M Sewagram
72 XYLO E 4 GJ12AE 7448 M&M Sewagram
Total=11+72=83

DETAILS OF LIGHT VEHICLES OWNED BY THE TRANSFEROR COMPANY

DEPLOYED AT WANAKBORI

SL NO DESCRIPTION REGN. NO MAKE LOCATION

1 BOLERO JEEP GJ 22 A 724 M&M Wanakbori
2 BOLERO JEEP GJ 22 A 726 M&M Wanakbori
3 BOLERO JEEP GJ 22 AG 7460 M & M Wanakbori
4 BOLERO JEEP GJ7 AG 9155 M&M Wanakbori
5 BOLERO PICKUP GJ 22 T 520 M&M Wanakbori
6 BOLERO CAMPER GJ UU 4119 M&M Wanakbori
7 SCORPIO GJ7 AG 9211 M&M Wanakbori
8 MARUTI ESTEEM VXI GJ 22 A 810 MARUTI Wanakbori
9 HERO HONDA SUPER GJ 22 B 2180 HERO Wanakbori
SPLENDER HONDA
10 HERO HONDA PASSION GJ BC 9421 HERO Wanakbori
HONDA
11 HERO HONDA SUPER GJ 7 BE 640 HERO Wanakbori
SPLENDER HONDA

167
SL NO DESCRIPTION REGN. NO MAKE LOCATION
12 TATA MAGIC MINI BUS GJ 7 AR 274 TATA Wanakbori
13 FIRE TENDER GJ 7 AN 9590 TATA Wanakbori
14 TATA WINGER AMBULANCE GJ 7 UU 3500 TATA Wanakbori

DETAILS OF VEHICLE OWNED BY THE TRANSFEROR COMPANY

(BEYOND ECONOMICAL REPAIRS) AT SEWAGRAM

SL DESCRIPTION REGN. NO MAKE LOCATION

NO
1 BOLERO GJ12J 7394 M&M Auto Workshop

DETAILS OF LIGHT VEHICLES OWNED BY THE TRANSFEROR COMPANY

DEPLOYED AT OTHER SITES

SL NO DESCRIPTION REGN. NO MAKE LOCATION

1 CITY HONDA GJ12AE 5798 Honda NIGRIE
2 ESTEEM GJ22A 504 Maruti JAYEE REWA
PLANT
3 BOLERO GJ12J 4696 M&M NIGRIE
4 BOLERO GJ12J 4693 M&M NIGRIE
5 BOLERO GJ12J 7396 M&M NIGRIE
6 BOLERO GJ12AE 7276 M&M NIGRIE
7 BOLERO AC GJ12AK 7527 M&M NIGRIE
8 BOLERO A/C GJ12J 3573 M&M JAYEE REWA
PLANT
9 CAMPER GJ12AT 1587 M&M JAYEE REWA
PLANT
10 CAMPER GJ22T 362 M&M JAYEE REWA
PLANT
11 CAMPER GJ12AT 1823 M&M JAYEE REWA
PLANT
12 CAMPER GJ12AT 1824 M&M NIGRIE
13 TOURISTER MINI BUS GJ12X9841 M&M WANAKBORI
14 TATA 4923 TIP TRAILER GJ12AT 6094 TATA BHILAI
15 TATA 4923 TIP TRAILER GJ12AT 6095 TATA BHILAI
16 TATA 4923 TIP TRAILER GJ12AT 6097 TATA BHILAI
17 TATA 4923 TIP TRAILER GJ12AT 6096 TATA BHILAI

168
 ANNEXURE I F

AGREEMENTS AND CONTRACTS

1. Transportation Contracts with 34 transporters at Sewagram and 27 transporters at

Wanakbori as per Annexure 1F1.

2. Transportation Contracts with 82 villagers as per Annexure 1F2.

3. List of other Contracts / Agreements as per Annexure 1F3.

4. Sales Promoters Agreements.

5. Dealers Agreements.

6. Agreement of JAL with JCCL dated 24th July, 2013 for supply of manpower.

169
 ANNEXURE - 1F1

SEWAGRAM - TRANSPORTATION CONTRACTS WITH TRANSPORTERS

SL. NAME OF ADDRESS MATERIAL

NO. TRANSPORTER HANDLED
1 KRISHNA 6,RASMI APPARTMENT CEMENT, CLINKER,
ROADLINES OPP:AKASHWANI COAL
NR.JUBILY GROUND,
BHUJ- KUTCH 370001
2 MAHALAXMI 2, TEXTILE TECHNICIAN CEMENT, CLINKER,
ASSOCIATE SOCIETY,GANDHI BRIDGE COAL, LIGNITE,
CORNER GYPSUM
NR.INCOME TAX OFFICE
ASHRAM ROAD,
AHMEDABAD-380009
3 OLYMPIC CHINUBHAI CHAMBERS, CEMENT, CLINKER
TRANSPORT OLD LATI BAZAR,
KAGDAPITH,
AHMEDABAD-380022
4 RIDDHI CARRIERS B-80, RTO RELOCATION CEMENT, CLINKER
SIDE,NR.MAHINDRA
FINANCE,
KATIRA COMPLEX,
BHUJ-KUTCH-370001
5 SHREE SARSWATI 108,BALARAM COMPLEX, CEMENT, CLINKER,
CARRY TRADE CO. STATION ROAD, COAL, LIGNITE,
BHUJ-370001 GYPSUM
6 SIDDHI VINAYAK 306,SAIL BUIDLING, CEMENT, CLINKER
TRANSPORT OPPOSITE MADHUSUDAN
HOUSE, BEHIND GIRISH
COLD DRINKS,
MEETHAKALI,
AHMEDABAD-380006
7 RUDRA “DEVI KRUPA”, CEMENT, CLINKER,
ASSOCIATES NR.ICICI BANK, NALIYA, COAL, LIGNITE,
PVT.LTD. DIST-KUTCH (GUJ.) GYPSUM
8 KANDLA CARGO SHREEJI HOUSE,PLOT CEMENT, CLINKER
CARRIERS NO.269,SECTOR 1-A,
MAMLATDAR OFFICE,
GANDHIDHAM-370201
9 RAHUL 21,MANI COMPLEX, CEMENT, CLINKER,
TRANSPORT PLOT NO.84, COAL, GYPSUM
SECTOR-8,
GANDHIDHAM-370001
10 TIRTH TRANSPORT 105,YADUNANDAN ARKET, LIGNITE
CO. NR.RAMWAY BRIDGE,
MADHAPAR-ANJAR
HIGHWAY,
MADHAPAR, DIST-KUTCH

170
SL. NAME OF ADDRESS MATERIAL
NO. TRANSPORTER HANDLED
11 SAMAY 102, AMIT COMPLEX, CEMENT, CLINKER,
TRANSPORT CORP RAVI CINEMA COMP., COAL, LIGNITE,
STATION ROAD, GYPSUM
BHUJ-KUTCH
12 ROYAL SHOP NO. 10, VARDHMAN CEMENT, CLINKER
TRANSPORT SHOPPING COMPLEX,
CARRIER MADHAPAR HIGHWAY
(BHUJ) KUTCH)GUJARAT
13 RIDDHI SIDDHI 7, FIRST FLOOR, CEMENT, CLINKER,
LOGISTICS MUNI.SHOPPING CENTRE COAL, LIGNITE
OPP:HOTEL PRINCE,
STATION ROAD, BHUJ
14 MAA WAGEHWARI 7, OM COMPLEX CEMENT, CLINKER,
ROADLINES NR.BHID JAKAT NAKA, COAL
BHUJ MADHAPAR
HIGHWAY
BHUJ-370001
15 CHARTERED C-1, JAY TOWER,4TH CEMENT, CLINKER,
LOGISTICS LTD FLOOR, ANKUR COAL
COMMERCIAL CENTRE,
NARANPURA,
AHMEDABAD-380013
16 SACHDE MICO STREET,SHOP NO.02, CEMENT, CLINKER,
ROADLINES LAXMI CHAMBER, BHUJ- COAL
MADHAPAR HIGHWAY,
BHUJ-370001
17 REGAL SHIPPING VASWAMI CHAMBERS, CEMENT, CLINKER,
PVT. LTD. OFFICE NO.05,PLOT NO-16, COAL
SECTOR-8,
GANDHIDHAM-370201
18 MARUTI ROAD 10, OLD GUNJ BAZAR, CEMENT, CLINKER
CARRIER PALANPUR-385001
19 HINDUSTAN COAL OFFICE-107,PARASMANI LIGNITE
CORPORATION COMMERCIAL CENTRE,
NEW STATION ROAD,
BHUJ-370001
20 MAHESHWARI 239, PANCHARATNA CEMENT, CLINKER,
LOGISTICS COMPLEX,GIDC CHAR COAL
RASTA, VAPI-396195 (GUJ.)
21 VIJAY LAXMI 6, SOPAN APPARTMENT, FLY ASH
TRANSPORT CO. NR.AMTS BUS STOP,
CHANDKHEDA,
AHMEDABAD-382424
22 SHREE GAYATRI “MAYUR HOUSE”, LIGNITE
ENTERPRISE NR.NAGARJUN PETROL
PUMP, JAMNAGAR-
KHAMBHALIYA HIGHWAY,
SIKKA PATIYA, TA & DIST-

171
SL. NAME OF ADDRESS MATERIAL
NO. TRANSPORTER HANDLED
JAMNAGAR (GUJ.)-361140
23 SHREE RAMDEV “KRUSHI SEVA CEMENT, CLINKER,
TRANSPORT KENDRA”,AT-DAYAPAR, COAL
TALUKA-LAKHPAT DIST-
KUTCH
24 RUTU LOGISTICS 110,RADHE CEMENT, CLINKER,
COMPLEX,NR.RADHE COAL
WEIGHT BRIDGE,
N.H.GANDHIDHAM-370201
DIST-KUTCH (GUJ.)
25 KRISHNA KRUP RAYLI CHAMBERS, OFFICE CEMENT, CLINKER
ROADLINES NO.15, OPP:GANGA NAKA
JAKATNAKA, ANJAR-
370110 DIST-KUTCH
26 SWAMI NARAYAN SVCT HOUSE, MIRJAPAR CEMENT, CLINKER
VIJAY CARRY ROAD, BHUJ(KUTCH)-
TRADE PVT LTD 370001
27 NASIB GROUP VILL & POST OFFICE CEMENT, CLINKER,
VAYOR, TALUKA- ABDASA COAL
DISTT. KUTCH-GUJARAT
28 SHEEVAM SHOP NO.-5, THERMAL CEMENT
ROADLINES POWER STATION ROAD,
VILL-TIMABANA
MUWADA, TALUKA-
THASRA DISTT. KHEDA,
GUJARAT-388245
29 SHREE LAXMI 108,BALARAM COMPLEX, LIGNITE
CARRY TRADE CO. STATION ROAD, BHUJ-
370001
30 AAI SHAKTI MAHADEV HOSPITAL, CEMENT, CLINKER
LOGISTICS BEHIND POLICE STATION,
VERAVAL SHAPAR
CHOWKDI, VERAVAL
SHAPAR, DISTT-RAJKOT
31 MEERA 11 DHANLAXMI COMPLEX, CEMENT, CLINKER
ROADWAYS MADHAPAR HIGHWAYS,
BHUJ KUTCH - 370001
32 AVADH LOGISTIC 6-GITA CHAMBER, 1ST LIGNITE
FLOOR, MADHAPAR
HIGHWAY,
BHUJ-KUTCH - 370001
33 THE PUNJAB SHOP NO-1, SERVY NO 509, CLINKER
HARYANA MITHI ROHAR, NH - 8A,
ROADLINES GANDHIDHAM
34 MEET Q-4.2ND FLOOR,SUMAN LOOSE CEMENT
CORPORATION TOWER,HOTEL FORTUNE
IN,CH-ROAD,SECTOR-
11,GANDHINAGAR

172
 TRANSFEROR COMPANY - CEMENT TRANSPORTERS AT WANAKBORI

SL NO VENDOR NAME STREET CITY STATE MATERIAL

TRANSPORTED
1 AILSINGHANI 201/202, KALPVRAKSHA RHB ROAD, Maharas Cement
TRANSPORT PVT. BUILDING,BEHIND PREM MULUND (W) htra
LTD.-GUJ ASHISH BUILDING,
2 CHARTERED C-1, JAY TOWER, 4TH AHMEDABAD Gujarat Cement
LOGISTICS FLOOR,AKUR ROAD,
LIMITED (GUJ) NARANPURA,
3 GAYATRI VRINDAVAN CHAR KHERALU Gujarat Cement
TRANSPORT-GUJ RASTA,AMBAJI DIST-
HIGHWAY MEHSANA
4 H.K. VILLAGE - SANGOL, GUJARAT Gujarat Cement
ENTERPRISES POST - SONIPUR
5 HINDUSTAN NEAR WANAKBORI, KHEDA Gujarat Cement
LOGISTICS THERMAL POWER
STATION ,VILL-SANGOL
DIST-KHE
6 JAY RANCHHOD SANGOL, THASRA KHEDA Gujarat Cement
(TRANSPORT) TOWER ROAD
7 JAYAMBE SANGOL, THASRA KHEDA Gujarat Cement
TRANSPORT TOWER ROAD
8 JINENDRA MEGHNAGAR JHABUA Madhya Cement
KUMAR Pradesh
RANJEETSINGH
BAFNA
9 NEW RUBY THAKUR ESTATE, B/H. OPP.SHAHWAD Gujarat Cement
ROADLINES (GUJ) RAHIL WAY-BRIDGE, I N H NO.8
NAROL
AHEMADABA
D
10 SHREE SAI 303, GOLDEN POINT, NR. RING Gujarat Cement
CORPORATION GAJJAR CHAMBERS, ROAD,SURAT
TRANSPORTER
11 SHREE 607, P.B. PAREKH, NR. OPP. VANIJYA Gujarat Cement
MAHALAXMI HIRABHAI BHAVAN,
TRANSPORT MARKET,AHMEDABAD KANKARIA
CARRIERS ROAD
12 SHREE UMIYA 11/1,BOBIN SHOPPING ODHAV, Gujarat Cement
TRANSPORT CENTRE,OPP-M AHMEDABAD
13 SHEEVAM 150 A,TRIBHUWAN ISHWAR Delhi Cement
ROADLINES COMPLEX, NAGAR,
MATHURA
ROAD,NEW
DELHI
14 SHREE JAY AMBE B-205, KRISHNA NAROL, Gujarat Cement
TRANSLINE COMPLEX, OPP- AHMEDABAD
PVT.LTD. SHAHWADI BUS
STOP,N.H.NO-8
15 SHREE G.S.F.C.APROCH GATE VADODARA - Gujarat Cement
KHODIYAR ,CHHANI BAJAVA ROAD (GUJARAT)
TRANSPORT
SERVICE
16 SIDDHI VINAYAK 14-15, BHATPORE SURAT Gujarat Cement
LOGISTICS GIDC,OPP-O.N.G.C
LIMITED
17 SHREE 119, AT-SANGOL TA- AT-SANGOL Gujarat Cement
KHODIYAR THASRA, DIST-KHEDA PO-SONIPUR

173
SL NO VENDOR NAME STREET CITY STATE MATERIAL
TRANSPORTED
TRANSPORT
18 TRANS HOME BHURAVAV CHAR GODHRA Gujarat Cement
(TRANSPORTER) RASTA
19 WORLDWIDE VILL. KAHANPUR ANANDPUR Punjab Cement
MOVERS KHUHI, GARH SHANKER SAHIB, ROPAR
ROAD, TEHSIL
20 JAGDISH J-534 AZAD NAGAR BHILWARA Gujarat Cement
ROADWAYS BHILWARA
21 K.K.BUILDCON 249, NEAR GIRNAR SURAT Gujarat Cement
HOTEL, N.H.NO-8,
KAMREJ,
22 MEET SUMAN TOWER, NEAR Q-4, SECOND Gujarat Cement
CORPORATION HOTEL FORTUNE INN FLOOR,
"CH" ROAD , SECTOR-
11GANDHINAG
AR
23 PRAKASH U-33,AKRUTI ELEGANCE, MULUND Maharas Cement
ENTERPRISES "B" WING,1st FLOOR, 90 (EAST) , htra
FEET ROAD, GAWA MUMBAI
Raw Material Transporters at Wanakbori
24 AMBE SURVEY NO.251 NR. BUS DISTRICT Gujarat Marine Gypsum
TRANSPORT STAND VILLAGE- KHEDA.
THASRA , TAL.-THASRA
25 MAHALAXMI 2,TEXTILE TECHNICIAN Nr.INCOME Gujarat Marine Gypsum
ASSOCIATES SOCIETY GANDHI TAX
BRIDGE CORNER OFFICE,ASHRA
M ROAD
AHMEDAB
26 SHREE 108,BALRAM COMPLEX BHUJ-KUTCH Gujarat Coal
SARSWATI STATION ROAD Transportation
CARRY TRADE
CO.
27 SHREE G.S.F.C.APROCH GATE VADODARA - Gujarat Chemical Gypsum
KHODIYAR ,CHHANI BAJAVA ROAD (GUJARAT)
TRANSPORT
SERVICE

174
 ANNEXURE - 1F2

SEWAGRAM - TRANSPORTATION CONTRACTS WITH LOCAL VILLAGERS

SL. NO. NAME OF ADDRESS MATERIAL

TRANSPORTER HANDLED
1 SAIYAD ABDULRAHMAN VILLAGE- CEMENT,
HAJITALABSHA CHAROPADI TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
2 AMAD OSMAN JAT VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
3 AMADSHA M. SAIYAD VILLAGE-DAYAPAR CEMENT,
TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
4 BHANUSHALI VYKUNTA VILLAGE-SUKHAPAR CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
5 GUSAI ASHOK VILLAGE-SUKHAPAR CEMENT,
DEVENDRAPURI TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
6 HARIJAN LAL JI KANJI VILLAGE- CEMENT,
CHAROPADI TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
7 SAIYAD HUSSAINSHA VILLAGE- CEMENT,
MUSTAFASHA CHAROPADI TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
8 IMAGE LOGISTIC VILLAGE- CEMENT,
CHAROPADI TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
9 PIRJADA ISMAILCHHA VILLAGE-VAYOR CEMENT,
IBRAHIMCHHA TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
10 JAT MAHMAD VILLAGE-CHIKHALI CEMENT,
KASAMBHAI TAL-MANDVI DIST- CLINKER, COAL
KUTCH (GUJARAT)
11 JAT AMADH MERU VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
12 JAT MUSA BHARA VILLAGE- CEMENT,
BHARAWANDH CLINKER, COAL
TAL-ABDASA DIST-
KUTCH (GUJARAT)
13 JAT ABHUBHAKHAR VILLAGE-MOHADI CEMENT,
BHARA TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)

175
SL. NO. NAME OF ADDRESS MATERIAL
TRANSPORTER HANDLED
14 JAT BHASRABAI A. VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
15 JAT KASAM VILLAGE-MOHADI CEMENT,
HUSAINBHARA TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
16 JAT HUSENBHAI VILLAGE-MOHADI CEMENT,
AMADHBHAI TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
17 JAT ABDREMAN ABDULA VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
18 JAT ISMAIL UMAR VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
19 JAT MUBARAK BHARA VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
20 SAIYAD KASAMSHA VILLAGE- CEMENT,
HUSSAINSHA CHAROPADI TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
21 MITHU SALE JAT VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
22 OSMANBHAI VILLAGE-MOHADI CEMENT,
ABDULLABHAI TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
23 PADYAR TALAB HASAN VILLAGE-KHARAI CEMENT,
TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
24 SAIYAD TALABSHA VILLAGE- CEMENT,
OSMANSHA CHAROPADI TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
25 SAIYAD ABDULLASHA VILLAGE- CEMENT,
JUSABSHA CHAROPADI TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
26 SAIYAD ISMAILSHA VILLAGE- CEMENT,
HUSSAINSHA CHAROPADI TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
27 SAIYAD MAHMADHANIF VILLAGE-DAYAPAR CEMENT,
MAMADSHA TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
28 JAT ALI OSMAN VILLAGE-MOHADI CEMENT,

176
SL. NO. NAME OF ADDRESS MATERIAL
TRANSPORTER HANDLED
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
29 JAT AAMAD OSMAN VILLAGE-MOHADI CEMENT,
MEESHU TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
30 JAT MUSHA MERU VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
31 LAKHAMAN AMARJI VILLAGE-NANI CEMENT,
SODHA CHAROPADI,TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
32 JAT ALI KARMI VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
33 JAT YAKUB BHARA VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
34 JAT SIDIQUE OSMAN VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
35 JAT AARAB AAMAD VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
36 JAT MUSTAFA ALI VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
37 JAT SULEMAN AAMAD VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
38 JAT AADAM ALI VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
39 JAT NASHIB AAMAD VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
40 JAT AADAM OSMAN VILLAGE-MOHADI CEMENT,
MEESHU TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
41 JAT ABDUL KARIM VILLAGE-MOHADI CEMENT,
OSMAN TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)

177
SL. NO. NAME OF ADDRESS MATERIAL
TRANSPORTER HANDLED
42 JAT YUSUF MAMAD VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
43 JAT UMAR MAMAD VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
44 JAT ALI SAWAN VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
45 JAT SIDIQE HAJI BHARA VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
46 JAT ABBAS ALI BHARA VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
47 JAT MUSA OSMAN VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
48 JAT MUSTAFA NAMARA VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
49 JAT KASAM AAMAD VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
50 JAT ABDULLAH OSMAN VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
51 JAT HAMIR MEERU VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
52 JAT UMAR SUGAAR VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
53 JAT ISMAIL RAMU VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
54 JAT SIDIQUE MAMAD VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
55 JAT MAMAD SAWAN VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-

178
SL. NO. NAME OF ADDRESS MATERIAL
TRANSPORTER HANDLED
KUTCH (GUJARAT)
56 JAT GANI ALI VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
57 JAT SHALE MERU VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
58 JAT HASAN SUGAAR VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
59 JAT AAMAD BHARA VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
60 JAT SULEMAN SAINA VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
61 JAT GULAMMUSTAFA VILLAGE-MOHADI CEMENT,
MUSHA TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
62 JAT ISMAL BHARA VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
63 JAT ISMAIL IBRAHIM VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
64 JAT SIDIQUE AAMAD VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
65 JAT YAKUB HAMZA VILLAGE- CEMENT,
BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
66 JAT UMAR ISMAIL VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
67 JAT MUSHA SAWAN VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
68 JAT NURMAMD VILLAGE-MOHADI CEMENT,
MUBARAKH TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
69 JAT MUSTAFA VILLAGE-MOHADI CEMENT,
MUBARAKH TAL-ABDASA DIST- CLINKER, COAL

179
SL. NO. NAME OF ADDRESS MATERIAL
TRANSPORTER HANDLED
KUTCH (GUJARAT)
70 JAT MUBARAKH SAWAN VILLAGE-MOHADI CEMENT,
TAL-ABDASA DIST- CLINKER, COAL
KUTCH (GUJARAT)
71 JAT SUMABAI VILLAGE- CEMENT,
SIDIKHUSEN BHARAWANDH TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
72 JADEJA NATVARSINH VILLAGE-MOTI CEMENT,
RANAJITSINH CHAROPADI TAL- CLINKER, COAL
ABDASA DIST-
KUTCH (GUJARAT)
73 SODHA RAMUBHA VILLAGE-NANI CEMENT,
MEGHJI CHAROPADI TAL- CLINKER, COAL
ABDASA, DIST-
KUTCH (GUJARAT)
74 PADHIYAR ALIMAMAD VILLAGE-KHARAI CEMENT,
ABHU TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
75 PADHIYAR AMAD ABHU VILLAGE-KHARAI CEMENT,
TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
76 PADYAR IBRAHIM VILLAGE-KHARAI CEMENT,
HASANBHAI TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
77 PADYAR MAJIDBHAI VILLAGE-KHARAI CEMENT,
AMADBHAI TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
78 PADYAR NAVAJ MALIK VILLAGE-KHARAI CEMENT,
TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
79 PADIYAR SALIM VILLAGE-BUDHA CEMENT,
SULEMAN TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
80 PADHIYAR HASAN VILLAGE-BUDHA CEMENT,
HAJIRAMDHAN TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
81 PADHIYAR HUSAIN VILLAGE-BUDHA CEMENT,
SULEMAN TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)
82 PADYAR HAJRABAI VILLAGE-KHARAI CEMENT,
TALABBHAI TAL-LAKHPAT DIST- CLINKER, COAL
KUTCH (GUJARAT)

180
 ANNEXURE 1F3

LIST OF OTHER CONTRACTS / AGREEMENTS

SL NO. NAMES M/S / SARVASHREE WORKS

1 M/s D.K. & Sons Packing and loading of cement, cleaning and
maintenance of packing plant at JWCGU at
Wanakbori
2 M/s. N C Enterprises Packing and loading of cement, cleaning and
maintenance of packing plant at JWCGU at
Sewagram
3 M/s. Manu Enterprises Packing and loading of cement, cleaning and
maintenance of packing plant at JWCGU at
Sewagram
4 M/s Ion Exchange (India) Ltd Operations and maintenance contract of
desalination plant
5 Gujarat State Electricty Agreement with Gujarat State Electricity
Corporation Limited Corp Ltd for supply of pond flyash from
Wanakbori Thermal Power Station
6 Gujarat State Electricty Agreement with Gujarat State Electricity
Corporation Limited Corp Ltd for supply of dry flyash from
Wanakbori Thermal Power Station
7 Swaminarayan Vijay Carry Trade Work order for handling bagged cement in
Pvt Ltd 50kg bag, repacked in 1/1.5 Ton Jumbo Bag/
Sling at Mudra and Kandla Port
8 M/s Image Marine- VAYOR Contract for providing port services at JGCP
captive jetty and transportation of cement
cargo from storage yard to JGCP captive jetty
9 M/s Khattar Marine Services Pvt Time Charter Agreement for Tug
Ltd Tapakeshwari GMB.
10 M/s Safe & Sure Marine Services Transport of bagged cement in 50Kg PP Bags
Pvt Ltd (upto 2mt each) in two vessels "M.V.
NAFISA-I" & "M.V.PRIYANKA" of the
party from 1SP 1SB Jaypee Captive Jetty
facility at Kharo Creek to 1SP 1SB Mumbai.
11 Alfa Developers Maintenance jobs for Cement Plant, Mines
and Township
12 Alfa Developers Loading & Transportation of Laterite
13 Alfa Developers Loading & Transportation of Limestone
14 APT Engineers Maintenance of electrical equipments at Plant
15 APT Engineers Maintenance of electrical equipments at Jetty
16 B D Singh Misc Mechanical Works at Plant
17 B J Chauhan Stability Certificate of Plant
18 Bank of India Lease Agreement for Branch at Sewagram
19 Bhikhabhai Chandera Maintenance & cleaning jobs for Cement
Plant
20 Bhikhabhai Chandera Maintenance & cleaning jobs at New Age
Packaging
21 Central Drilling Associate Diamond Core Drilling at Lime Stone Mining

181
SL NO. NAMES M/S / SARVASHREE WORKS
Area
22 Dolphin Security Services Security Sevices
23 Fascel Limited Setting of Transmission Tower for Vodafone
Mobile Service
24 Hajee A P Bava & Co. Misc Mechanical Works at Plant
25 I P Associates Bails Making at New Age Packaging
26 I P Associates Loom Maintenance at New Age Packaging
27 I P Associates Removal of printed week no & MRP on
empty Cement Bags
28 I P Associates Printing & Bailing of Empty Cement Bags
29 Image Marine Stevedore Maintenance jobs for side slope of Jetty Road
& cleaning work at Plant
30 Indus Towers Limited Setting of Transmission Tower for Vodafone
Mobile Service
31 Jagir Singh Enterprises Maintenance jobs for Cement Plant, Mines &
Township
32 Kasamchha Pirjada Handling of Raw Material at Plant
33 Kobra Group Security Sevices
34 Mahaveer Enterprises Cleaning operations of Cement Plant
35 Mahaveer Enterprises Maintenance jobs for Cement Plant, Mines &
Township
36 Manji Harijan Misc Civil works at plant
37 Mannu Ram Maintenance jobs for Cement Plant, Mines &
Township
38 Manu Enterprise Packing & loading of Cement Bags at Plant
39 N C Enterprise Packing & loading of Cement Bags at Plant
40 N C Enterprise Maintenance jobs for Cement Plant, Mines &
Township
41 New Deepa Rupa Maintenance jobs for Cement Plant, Mines &
Township
42 Padiyar Abdul Sattar Fixing of CC Blocks in Mines and cleaning
work
43 Padiyar Husain Suleman Handling of Raw Material at Plant
44 Padiyar Talab Hasan Fixing of CC Blocks in Mines and cleaning
work
45 Padyar Talab Hasan Handling of Clinker at Plant
46 Prabhubha Kenji Padhiyar Cleaning operations of CPP
47 Prabhubha Kenji Padhiyar Removal of Alkali material from Plant
48 Rajendra Pratap Singh Misc Mechanical Works at Plant
49 Raxak Intellegence & Security Security Sevices
Protection P Ltd
50 Royal Environment Auditing & Environmental Auditing of Cement Plant,
Consultancy Service Mines and Township
51 Satish Engineering Works Cleaning & removal of waste material at
Plant
52 Shiv Dular Singh Maintenance of electrical equipments at Plant
53 Sumeru Industries Lease Agreement
54 Sumeru Industries Management Services

182
SL NO. NAMES M/S / SARVASHREE WORKS
55 Taqdir Enterprise Fixing of CC Blocks in Mines and cleaning
work

183
 ANNEXURE IG

EQUIPMENTS AND VEHICLES TRANSFERRED TO THE TRANSFEROR

COMPANY BY THE PARENT SHAREHOLDER ON OR AROUND THE
AGREEMENT DATE

SL. DESCRIPTION CHASIS NO/ MAKE LOCATION

NO. REGN NO
1 CRAWLER DOZER 53Y0726 CATERPIL Mines
LAR
2 CRAWLER DOZER 4AB01045 CATERPIL Mines
LAR
3 GROVE CRANE 226001 GROVE Cement Plant
4 WHEEL LOADER G10649 BEML Cement Plant
5 WHEEL DOZER 53156 KOMATSU Road Work
6 MOBILE CRANE GJ12AN-429 ESCORT Jetty
7 KOBELCO CRANE GN0201021 KOBELCO Jetty
8 BOX TIPPER GJ12Z 1069 TATA Alkali Bypass
9 BOX TIPPER GJ12Z 1068 TATA Alkali Bypass
10 BOX TIPPER GJ12Z 1065 TATA Alkali Bypass
11 DIESEL TANKER GJ12Y 6882 TATA Main Store
12 DIESEL TANKER GJ12Z 0968 TATA Main Store
13 MAN DUMPER GJ12Z 2514 Manforce Limestone Mines
14 MAN DUMPER GJ12Z 2519 Manforce Limestone Mines
15 MAN DUMPER GJ12Z 2544 Manforce Limestone Mines
16 MAN DUMPER GJ12Z 2515 Manforce Limestone Mines
17 MAN DUMPER GJ12Z 2518 Manforce Limestone Mines
18 MAN DUMPER GJ12Z 2517 Manforce Limestone Mines
19 MAN DUMPER GJ12Z 3054 Manforce Limestone Mines
20 MAN DUMPER GJ12Z 3055 Manforce Limestone Mines
21 MAN DUMPER GJ12Z 3056 Manforce Limestone Mines
22 MAN DUMPER GJ12Z 3057 Manforce Limestone Mines
23 MAN DUMPER GJ12Z 3058 Manforce Limestone Mines
24 MAN DUMPER GJ12Z 3059 Manforce Limestone Mines
25 DIESEL GENERATOR 23 Z05787 CATERPIL DG House Plant
SET LAR
26 DIESEL GENERATOR 99030415 CUMMINS Labour Camp
SET
27 DIESEL GENERATOR 2M812035C - 3 CUMMINS Labour Camp
SET
28 WORKER BUS UP08 6587 TATA Worker Shifting
Vikaspuram
29 WORKER BUS UP08 6614 TATA Working Shifting
Plant
30 PICKUP GJ12Y 1922 M&M Township
31 SCHOOL BUS GJ12X 9946 TATA Sewagram
32 SCHOOL BUS GJ12X 9947 TATA Sewagram
33 AMBULANCE GJ22T 7004 TATA Sewagram
34 SCHOOL BUS GJ12X 9943 TATA Sewagram

184
SL. DESCRIPTION CHASIS NO/ MAKE LOCATION
NO. REGN NO
35 STAFF BUS GJ12T 4814 TATA Staff Shifting Plant
36 STAFF BUS GJ12T 4763 TATA Staff Shifting Plant
AT WANAKBORI:
37 ESCORT CRANE - C GJ22 TA 175 ESCORT WANAKBORI
8000 # 1(CAP-08T) C8000
38 DOZER- D41A3 KOMATSU WANAKBORI
39 WATER TANKER No. - GJ 16 T 8250 TATA WANAKBORI
2
40 WATER TANKER No GJ 22 T 569 TATA WANAKBORI
13

185
 ANNEXURE II

EXCLUDED GUARANTEES

BANK GUARANTEES GIVEN BY JAL

S. NO. DATE OF BG NO. FAVOURING BANK VALID AMOUNT PURPOSE PROJECT

ISSUE UPTO (RS.)
1 14.01.10 BOM/0392/87/09-10 The Commissioner BoM- South Ext 13.01.14 985,909 SP-II
(0039211BG0000166) of Customs
2 29.05.10 BOM/0392/25/10-11 The Commissioner BoM- South Ext 28.05.14 1,406,800 New Age
(0039210BG0000025) of Customs packgaing
3 20.04.11 0039211BG0000217 The Commissioner BoM- South Ext 19.04.14 3,856,063 SP-II
of Customs
4 15.02.12 0039212BG0000362 The Commissioner BoM- South Ext 16.04.14 8,573,522 Agnst security deposit for JGCP-
of Customs project registration with Wanakbori
custom deptt
5 15.02.12 0039212BG0000363 The Commissioner BoM- South Ext 29.04.14 1,263,337 JGCP
of Customs
6 15.02.12 0039212BG0000364 The Commissioner BoM- South Ext 20.05.14 17,938,071 JGCP
of Customs
7 19.01.07 2164ILG000807 The Commissioner Punjab National 18.01.14 8,799,160 Against Security deposit for JGCP
of Customs Bank project registration with custom
deptt
8 22.02.12 0039212BG0000368 Gujarat State Bank of Maharashtra 29.03.14 10,000,000 for extraction, collection, JGCP -
Electricity - South ex evacuation and use of dry fly Flyash
Corporation Ltd ash
9 22.02.12 0039212BG0000369 Gujarat State Bank of Maharashtra 29.03.14 1,000,000 For lifting of Pond Ash JGCP- Pond
Electricity - South ex Ash
Corporation Ltd
10 27.03.12 0039212BG0000391 Regional Controller Bank of Maharashtra 17.06.14 3,500,000 Security against non JGCP
of Mines, Udaipur - South ex compliance of provisions of
rule 23A,B&23E of MCDR,
1988 i.e. Mine closure
plan/progressive mine closure
plan
11 16.09.08 0070100003452 Regional Controller Axis Bank Ltd 15.09.13 7,403,000 Security against reclamation JGCP -SP-I

186
S. NO. DATE OF BG NO. FAVOURING BANK VALID AMOUNT PURPOSE PROJECT
ISSUE UPTO (RS.)
of Mines and rehabilitation cost for the
implementation of progressive
mine closure plan as stipulated
in Rule 23B (1) of MCDR
(Amended) 2003.
Total 64,725,862

EXCLUDED GUARANTEES

BANK GUARANTEES GIVEN BY JCCL

S. DATE OF BG NO. FAVOURING BANK VALID AMOUNT (RS.) PURPOSE PROJECT

NO. ISSUE UPTO
1 25.07.12 003GM01122070004 ADANI POWER LTD. , YES Bank 15.07.14 1,000,000 SECURITY FOR
AHMDABAD Ltd PROCUREMENT OF
FLYASH.
2 17.11.12 003GM03123220001 Astt. Comm.of Customs YES Bank 16.11.13 5,000,000 CUSTODIAN BOND
(AG) KANDLA Ltd FOR CAPTIVE JETTY.
Total 6,000,000

187
 ANNEXURE III

NET WORKING CAPITAL AS ON 30.06.2013

(Rs. Crores)
CURRENT ASSETS, LOANS & ADVANCES

CURRENT ASSETS
Inventories 145.25
Trade Receivables 58.33
Cash and Cash Equivalents 22.45
LOANS & ADVANCES
Advances to Suppliers, Contractors & Others 43.24
Claims and Refunds Receivable 12.98
Deposit with Public Bodies & Govt Depts 12.46
Staff Imprest & Advances 0.47
Income Tax deducted at source 1.20
Prepaid Expenses 2.56 72.91
TOTAL CURRENT ASSETS 298.94

CURRENT LIABILITIES & PROVISIONS

CURRENT LIABILITIES
SUNDRY CREDITORS
Creditors for Goods 70.76
Transporters sales 84.45
Provision for Discount/Commission 23.88
Transporters Raw Materials/Stores 7.47
PRWS 7.01
Sundry Creditors (Others) 21.80 215.37
Advance from Customers 14.31
Other Payable (VAT, Excise, TDS etc) 51.20
Due to Staff 2.51
PROVISIONS
Gratuity & Leave encashment 3.22
TOTAL CURRENT LIABILITY 286.61

NET WORKING CAPITAL 12.33

Items Not Considered in Liabilities (above):

Payable to JAL & Others 1,522.73
Long Term Borrowings 1,820.16
Current Maturities of Long Term Debts 227.09
Short Term Borrowings 26.85
Interest Accrued but not due 10.64
Deposit from Stockists, Transporters, etc. 31.42
Project Related Liability 2.00
Capital Supplier Credit Balance 7.60
Retention Money (Project related) 16.18
Bills Accrued-Capital Suppliers 0.02
Liabilities reclassified as Financial Indebtness 3,664.69

188
 STATEMENT OF FINANCIAL INDEBTEDNESS AS ON 30.06.2013

A. Detail for Term Loan as on 30.06.2013

(Rs. Crores)
S. Description Outstanding Current Maturities of Non Current Maturities
No. Loan Balance Long Term Debt as on of Long Term Debt as
as on 30.06.2013 (to be on 30.06.2013 (to be
30.06.2013 repaid till 30.06.2014) repaid after 30.06.2014)
TERM LOAN
1 Union Bank of India 49.94 15.00 34.94
2 Bank of Maharashtra 24.51 7.50 17.01
3 Central Bank of India 50.00 15.00 35.00
4 Bank of India 49.64 15.00 34.64
5 The Jammu & Kashmir 50.00 15.00 35.00
Bank Ltd
6 IDBI Bank Ltd 1,000.00 50.00 950.00
7 State Bank of India 774.97 100.00 674.97
Sub - Total (A) 1,999.06 217.50 1,781.56
FOREIGN CURRENCY LOAN
8 Bank of India (ECB 48.19 9.59 38.60
$50M)
Sub - Total (B) 48.19 9.59 38.60
Grand Total (A+B) 2,047.25 227.09 1,820.16

A. Long Term Loan (including Current Maturities of Long Term Debts) 2,047.25
B. Other Financial Indebtedness
Items Not Considered in Liabilities
Payable to JAL & Others 1,522.73
Short Term Borrowings (Buyers Credit) 26.85
Deposit from Stockists,Transporters etc 31.42
Project Related Liability 2.00
Capital Supplier Credit Balance 7.60
Retention Money 16.18
Bills Accrued-Capital Suppliers 0.02
Interest accrued but not due 10.64 1,617.44
Financial Indebtness (A+B) 3,664.69

189
 SCHEME OF ARRANGEMENT

UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956

BETWEEN

JAIPRAKASH ASSOCIATES LIMITED

AND

JAYPEE CEMENT CORPORATION LIMITED

AND

ULTRATECH CEMENT LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

191
 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

TRANSFER COMPANY SCHEME PETITION NO. 338 OF 2017

IN

B.H.C. COMPANY SCHEME PETITION NO. 881 OF 2016

CONNECTED WITH

COMPANY SUMMONS FOR DIRECTION NO. 772 OF 2016

In the matter of the Companies

Act, 1956 or any re-enactment
thereof;

-And-

In the matter of Petition under

Sections 391 to 394, of the
Companies Act, 1956 or any
re-enactment thereof;

-And-

In the matter of
UltraTech Cement Limited
[CIN: L26940MH2000PLC128420],
a company, incorporated under
the Companies Act, 1956 having
its registered office at 2nd Floor,
Ahura Centre, B-Wing, Mahakali
Caves Road, Andheri (East),
Mumbai – 400093;

-And-

In the matter of Scheme of

Arrangement between Jaiprakash
Associates Limited and Jaypee
Cement Corporation Limited and
UltraTech Cement Limited and
their respective shareholders and
creditors.

193
U l t r a Te c h Cement Limited}
[CIN: L26940MH2000PLC128420],}
a company, incorporated under the}
Companies Act, 1956, having its}
registered office at 2 nd Floor, Ahura}
Centre, B-Wing, Mahakali Caves Road,}
Andheri (East), Mumbai – 400093 } …Petitioner Company

Called for Hearing

Mr. Janak Dwarkadas Senior Advocate along with Dr. Birendra Saraf, Mr. Tapan Deshpande and
Ms. Priya Patwa, Advocates i/b. Cyril Amarchand Mangaldas, Advocates for the Petitioner Company
Mr. S. Ramakantha, Joint Director for Regional Director
Coram: B.S.V. Prakash Kumar, Member (Judicial)
V Nallasenapathy, Member (Technical)
Date: 15th February, 2017

MINUTES OF ORDER
1. Heard counsel for the Petitioner Company. No Objector appears before this Tribunal to oppose the
Petition and the Scheme nor has any party controverted the averments made in the Petition.
2. Learned Senior Counsel appearing for the Petitioner Company states that the Petition has been filed
to seek sanction to the Scheme of Arrangement between Jaiprakash Associates Limited (Transferor1)
and Jaypee Cement Corporation Limited (Transferor2) (together referred to as “Transferor
Companies”) and UltraTech Cement Limited (Petitioner/ Transferee Company) and their respective
shareholders and creditors (Scheme), pursuant to the provisions of Sections 230 - 232 and other
relevant provisions of the Companies Act, 2013.
3. The Petitioner/Transferee Company is engaged in the business of manufacture and sale of various
grades and types of cement, ready mix concrete and other cement related products. Transferor1 is
engaged, inter alia, in the business of manufacture and sale of cement and clinker. Transferor2 is
engaged, inter alia, in the business of manufacture and sale of cement and clinker. The Learned
Advocate for the Petitioner/Transferee Company says that the background, circumstances, rationale
and significant benefits of the Scheme are as under: The transfer of the JAL Business and the JCCL
Business pursuant to this Scheme would inter alia result in the following benefits: In case of the
Transferor1 and the Transferor2: (a) unlocking of value for the Transferor1 and the Transferor2 by
transfer of part of their assets; and (b) helping the Transferor1 and the Transferor2 in deleveraging
their balance sheets, including reduction of debt and interest outgo and the Transferor1 and the
Transferor2 will continue to be competitors as well as creation of value for the shareholders of the
Transferor1 and the Transferor2. In case of the Petitioner Company: (a) a strategic fit for serving
existing markets, enabling the Transferee to cater additional volumes, entry into some of the growing
markets of India, including the Satna cluster in Madhya Pradesh (East), Uttar Pradesh (East), coastal
Andhra Pradesh, Himachal Pradesh, and Uttarakhand; (b) synergies in manufacture and distribution
process and logistics alignment leading to economies of scale and creation of efficiencies by reducing
time to market, enhancing competitiveness and benefitting consumers; and (c) creating value for
shareholders by acquiring ready to use assets reducing time to markets, availability of land, mining
leases, fly ash and railway infrastructure leading to logistical alignment and efficiency improvement.
The Board of Directors of the Petitioner/ Transferee Company and the Transferor Companies, have
approved the said Scheme by passing their respective board resolutions which are annexed to the Petition.
4. The Learned Advocate for the Petitioner/Transferee Company states that the Petitioner/Transferee
has complied with all the directions passed by the Hon’ble Bombay High Court in the Company
Summons for Direction No. 772 of 2016 and that the Company Scheme Petition No. 881 of 2016
has been filed in the Hon’ble Bombay High Court and now transferred to this Tribunal and is in
consonance with the order passed in the said Company Summons for Direction.

194
5. The Learned Senior Counsel appearing on behalf of the Petitioner/Transferee Company has stated
that the Petitioner/Transferee Company has complied with all the requirements as per directions of
the Hon’ble Bombay High Court and it has filed necessary Affidavits of compliance in the Hon’ble
Bombay High Court. Moreover the Petitioner/Transferee Company undertakes to comply with all
statutory requirements if any, as required under the Companies Act, 2013 and the Rules made
thereunder. The said undertaking is accepted.
6. The Regional Director has filed an Report dated 19th January, 2017 inter alia stating therein that
save and except as stated in paragraph IV (a) to (e), of the said Report, it appears that the Scheme
was not prejudicial to the interest of the shareholders and public. The observations made by the
Regional Director in paragraph IV are for sake of ready reference reproduced hereunder:
IV. The observations of the Regional directors on the proposed Scheme to be considered by the
Hon’ble NCLT are as under:-
(a) That as per clause 14(e) of the Scheme regarding compliance of Accounting Standard
in respect of Amalgamation, it is stated that the transferee company to comply with
IND As- 103. In this regard it is submitted since the said Accounting Standard is not
notified, the Transferee Company, in addition to compliance of AS- 14 shall pass such
accounting entries which are necessary in connection with the scheme to comply with
other applicable Accounting Standards such as AS- 5 etc.,
(b) The tax implication if any arising out of the scheme is subject to final decision of Income
Tax Authorities. The approval of the Scheme by this Tribunal may not deter the Income
Tax Authority to scrutinize the tax return filed by the transferee Company after giving
effect to the scheme. The decision of the Income Tax Authority is binding on the petitioner
Company.
(c) The registered Office of the M/s Jaiprakash Associates Limited and M/s Jaypee Cement
Corporation Limited the Transferor Companies are situated in the State of Uttar Pradesh
and falls within the jurisdiction of Hon’ble NCLT at Allahabad. Accordingly, similar
approval be obtained by both the Transferor Companies from Hon’ble NCLT at
Allahabad.
(d) That the Appointed Date is not specifically specified. Both Appointed Date & Effective
Dates are prospective. That as per Part I Definitions (c) of the Scheme the Appointed
Date shall be the effective date and as per Part – I Definitions (o) of the Scheme the
Effective Date means the date on which the Scheme becomes effective in accordance
with its terms, which shall be the Closing Date.
In this regard it is submitted that as per provisions of section 232 (6) of the Companies
Act, 2013 the scheme shall clearly indicate as appointed date which it shall be effective
and the scheme shall be deemed to be effective from such date and not a date subsequent
to the appointed date
(e) As per Part – I Definitions (III) of the Scheme. The Long Stop Date means 16th August
2017 or such other date which is mutually agreed in writing between Transferor -1 and
the Transferor – 2 and the Transferee Company.
In this regard it is submitted that the Long Stop Date shall not be later than 16th August,
2017 or such other date as may be decided by the Hon’ble NCLT at Bombay and Hon’ble
NCLT at Allahabad and should not be the date mutually agreed in writing between
Transferor – 1 and the Transferor- 2 and the Transferee Company.”
7. As far as the observation in paragraph IV (a) of the said Report is concerned, the Petitioner/Transferee
Company through its counsel states that clause 14 (e) of the Scheme stipulates that accounting will
be done, based on current Accounting Standard/IND AS 103, as applicable and undertakes to pass
such accounting entries which will be necessary in connection with the Scheme to comply with
other applicable accounting standards such as AS 5 corresponding to IND AS 8.

195
8. As far as the observation in paragraph IV (b) of the Report of the Regional Director is concerned,
counsel for the Petitioner Company states that the Scheme is in compliance with the Income Tax
Act 1961. The tax implication if any, arising out of the Scheme shall, in any event, be subject to
final decision of the Income Tax Authority and the final orders, if any, of the appeals that may be
preferred therein. Sanction to the Scheme by this Hon’ble Tribunal may not limit the powers of the
Income Tax Authority to scrutinize the tax return filed by the Petitioner Company.
9. As far as the observation in paragraph IV (c) of the Report of the Regional Director is concerned,
counsel for the Petitioner Company states that the Petitions filed by Jaiprakash Associates Limited
and Jaypee Cement Corporation Limited, the Transferor Companies seeking sanction to the Scheme
are pending for hearing before the Hon’ble National Company Law Tribunal, Allahabad. The
effectiveness of the Scheme is subject to sanction of the Scheme by the National Company Law
Tribunal, Allahabad Bench.
10. As far as the observation in paragraph IV (d) of the Report of the Regional Director is concerned,
the Petitioner/Transferee Company through its counsel states that the Appointed Date in the Scheme
is defined as “shall be the Effective Date” and the Effective Date is defined as the date on which the
Scheme becomes effective in accordance with its terms which shall be the Closing Date. Counsel
for the Petitioner Company states that the “Appointed Date” and the “Effective Date” are the same
date, in accordance with the provisions of section 232(6) of the Companies Act, 2013.
11. As far as the observation in paragraph IV (e) of the said Report is concerned, the Petitioner/Transferee
Company through its counsel undertakes to this Hon’ble Tribunal that the Long Stop date of the
Scheme will be August 16, 2017 and upon sanction to the Scheme by this Hon’ble Tribunal, any
change in the Long Stop Date will be subject to leave of the Hon’ble Tribunals at Mumbai and
Allahabad.
12. Mr. S. Ramakantha, Joint Director, in the Office of the Regional Director, Ministry of Corporate
Affairs, Western Region, Mumbai states that they are satisfied with the explanation and the
undertakings given hereinabove by the Petitioner / Transferee Company through its Counsel.
13. From the material on record, the Scheme appears to be fair and reasonable and is not violative of
any provisions of law and is not contrary to public policy.
14. Since all the requisite statutory compliances have been fulfilled, Transfer Company Scheme Petition
No. 338 of 2017 filed by the Petitioner/Transferee Company is made absolute in terms of prayer
clauses (a) and (b).
15. The Petitioner Company to lodge a copy of this order along with the sanctioned Scheme attached
thereto with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty
payable, if any, within 60 days from the date of receipt of the order.
16. The Petitioner Company is directed to file copy of this order alongwith a copy of the sanctioned
Scheme attached thereto with the concerned Registrar of Companies, electronically, along with
e Form INC 28 in addition to physical copy within 30 days of receipt of copy of this order along
with the sanctioned Scheme, duly authenticated by the Registrar/Officer of this National Company
Law Tribunal.
17. The Petitioner/Transferee Company to pay costs of this Company Scheme Petition of INR 25,000/- to
the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from the date
of the order.
18. Filing and issuance of the drawn up order is dispensed with.
19. All concerned authorities to act on a copy of this order along with the sanctioned Scheme, duly
authenticated by the Registrar/Officer of this National Company Law Tribunal.

B.S.V. Prakash Kumar, V Nallasenapathy

Member (Judicial) Member (Technical)

196
 SCHEME OF DEMERGER

AMONGST

CENTURY TEXTILES AND INDUSTRIES LIMITED

AND

ULTRATECH CEMENT LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

197
 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
BENCH
COMPANY SCHEME PETITION NO. 4236 OF 2018
CONNECTED WITH
COMPANY APPLICATION NO. 701 OF 2018
IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER
APPLICABLE PROVISIONS OF THE COMPANIES ACT 2013
AND
IN THE MATTER OF THE SCHEME OF DEMERGER AMONGST
CENTURY TEXTILES AND INDUSTRIES LIMITED AND
ULTRATECH CEMENT LIMITED AND THEIR RESPECTIVE
SHAREHOLDERS AND CREDITORS

Century Textiles and Industries )

Limited, a company within the )
meaning of the Companies Act, 2013 )
with CIN No. )
L17120MH1897PLC000163 having ) …First Petitioner Company/
its registered office at Century ) Demerged Company
Bhavan, Dr Annie Besant Road,
Worli, Mumbai – 400 030

UltraTech Cement Limited, a )

company incorporated under the )
Companies Act, 1956, having CIN No )
L26940MH2000PLC128420 and )
having its registered office at B-Wing, )
Ahura Centre, 2nd Floor, Mahakali ) …Second Petitioner
Cave Roads, Andheri (East), Mumbai Company/ Resulting
Company
– 400 093

Order Dated: 03rd July, 2019

Coram:
Hon’ble Member (Judicial): Mr. V. P. Singh,
Hon’ble Member (Technical): Mr. Ravikumar Duraisamy

For the Petitioner(s) Senior Counsel Mr. JanakDwarkadas,

Senior Counsel Mr. Gaurav Joshi,

199
 Mr. Sanket Shah,
Mr. HimanshuVidhani,
Ms. SraddhaKedia

Perse Ravikumar Duraisamy, Member

ORDER

1. Heard the Learned Counsel for the Petitioner Companies. No

objector has come before the Tribunal to oppose the Petitions and
nor has any party controvertedany averments made in the Petitions.

2. The sanction of this Tribunal is sought under Sections 230 to 232 of

the Companies Act, 2013, and other applicable provisions of
Companies Act, 2013, to a Scheme of Demerger amongstCentury
Textiles and Industries Limited (“FirstPetitioner Company”)
andUltraTech Cement Limited(“SecondPetitioner Company”)and
their respective shareholders and creditors (“Scheme”). The First
Petitioner Company andthe Second Petitioner Companyare
collectively referred to as the “Petitioner Companies”.

3. The Petitioner Companies have approved the said Scheme by

passing respective Board Resolutionsand thereafter they have
approached this Tribunal by the captioned Petition for sanction of
the Scheme.

4. The First Petitioner Company / Demerged Company is a diversified

conglomerate engaged in, inter alia, the following businesses: (a)
production and sale of cotton fabrics; (b) production of all types of
paper products like writing and printing paper; (c) business of
manufacture, production, sale and distribution of cement; and (d)
dealing in commercial and residential property.

5. TheSecond Petitioner Company / Resulting Company is engaged in,

inter alia, the business of manufacture and sale of various grades

200
 and types of cement, ready mix concrete and other cement related
products.

6. The Petitioner Companies submits that the rationale of the Scheme

is as under:

RATIONALE OF THE SCHEME

(i) The transfer of the Demerged Undertaking (as defined

hereinafter) from the Demerged Company to the Resulting
Company pursuant to this Scheme (as defined hereinafter)
would, inter alia, result in the following benefits for the
Demerged Company and the Resulting Company:

(a) in case of the Demerged Company:

A. unlocking the value of the Cement Business for the

shareholders of the Demerged Company; and

B. assisting in the de-leveraging of its balance sheet

including reduction of debt and outflow of interest
as well as creation of value for its shareholders.

(b) in case of the Resulting Company:

A. expansion in markets having good potential

demand for cement;

B. creating value for its shareholders by acquiring

ready to use assets which shall create operational
efficiencies and reduce time to markets vis-à-vis
greenfield projects which are time consuming due
to challenges in acquisition of land and limestone
mining leases;

C. strategic fit for serving existing markets and

catering to additional volume requirements in new

201
 markets; and

D. synergies in manufacture and distribution process

and logistics alignment leading to economies of
scale and creation of efficiency by reducing time
to market and benefiting customers.

The Scheme is in the best interests of the shareholders, employees and

the creditors of each of the Demerged Company and the Resulting
Company.”

7. The Learned Counsel for the Petitioner Companies further submits

that the Petition had been filed in consonance with the Order dated
14thSeptember 2018 passed by this Tribunal in Company
Application No. 701 of 2018.

8. The Learned Counsel for the Petitioner Companies states that the
Petitioner Companies have complied with all requirements in terms
of the directions of this Tribunal and have filed necessary Affidavits
with the Tribunal confirming such compliance. Moreover, the
Petitioner Companies, undertake to comply with statutory
requirements, if any, as required under the Companies Act, 2013
and the Rules made there under whichever is applicable. The said
undertaking given by the Petitioner Companies is accepted.

9. The Learned Counsel for the Petitioner Companies states that

theequity shares of the Demerged Company are listed on the BSE
Limited and the National Stock Exchange of India Limited. The
equity shares of the Resulting Company are listed on the BSE, NSE
and the Global Depository Receipts of the Resulting Company are
listed on the Luxembourg Stock Exchange.

10. The Regional Director has filed its Report

on2ndMay2019(“Report”) praying that the Hon’ble Tribunal may
pass such orders as it thinks fit, save and except as stated in

202
 paragraph IV (a) to (f). For ease of reference, we are reproducing
hereinbelow paragraphs IV (a) to (f) of the said Report:

“IV. The observations of the Regional directors on the proposed

Scheme to be considered by the Hon’ble NCLT are as under:

(a) It is submitted that Appointed Date is not specifically

specified in the scheme. Both Appointed Date & Effective
Dates are prospective. That as per Part – I Definitions &
Share Capital Clause 1.1 of the Scheme the Appointed Date
means the Effective Date. In this regard it is submitted that as
per provisions of section 232(6) of the Companies Act, 2013
the scheme shall clearly indicate an appointed date which it
shall be effective and the scheme shall be deemed to be
effective from such date and not a date subsequent to the
appointed date, in the absence of not indicating any
appointed date (Calendar Date)/effective Date, the scheme
deserves to be rejected;

(b) As per Part – I – Definitions Clause 1.1 of the Scheme

“Effective Date” means the opening hours of the first day of
the month immediately succeeding the month in which last of
the conditions specified in Clause 18 of this Scheme are
complied with or otherwise duly waived. Reference in this
Scheme to the date of “coming into effect of this Scheme” or
“effectiveness of this Scheme” or “upon the Scheme
becoming effective” shall mean the Effective Date. In this
regard it is submitted that the “Effective Date” shall be as
per provisions of section 232(6) of the Companies Act, 2013
and not as specified in the above said clauses of the scheme;

(c) As the petitioner companies are listed on BSE and NSE and
any other recognized stock exchange as the case may be, as
indicated in the scheme, in this regard it is submitted that the
petitioners be directed to obtain NOC from SEBI;

203
 (d) As per Part – III – Conditions Precedent Clause 18.1.1 of
the Scheme – it is stated that CCI (or any appellate authority
in India which has appropriate jurisdiction) having granted
approval (or being deemed, under Applicable Law, to have
granted approval) for the transactions set out in this Scheme,
such approval to be in form and substance acceptable to the
Parties, acting reasonably; and any conditions contained in
such approval (or deemed approval) that are required to be
satisfied at any time prior to the Effective Date having been
so satisfied (or, where applicable, waived); in this regard it is
submitted that the petitioners be directed to submit/obtain
NOC from CCI;

(e) In view of the objection raised by the ROC Mumbai,

mentioned at para 13 above Hon’ble NCLT may pass
appropriate orders/orders as deem fit;

(f) Hon’ble NCLT may kindly direct the petitioners to file an

affidavit to the extent that the Scheme enclosed to Company
Application & Company Petition, are one and same and there
are no discrepancy/any change/changes are made, and liberty
be given to Central Government to file further report if any
required.”

11. In response to the above observations of the Regional Director, the

Petitioner Companies filed an affidavit dated 3rdMay 2019 which
states as follows:

a) With reference to paragraph IV (a) of the said Report, the

Petitioner Companies had determined the Appointed Date to be
the Effective Date in compliance with the Indian Accounting
Standards notified under Section 133 of the Companies Act,
2013. However, to satisfy the objection taken by the Regional
Director, the Authorized Signatories of the respective Petitioner
Companies have assented to the amendment of paragraph 1.1 of
the Scheme which inter alia deals with the definition of

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 “Appointed Date” that was approved by the Board of Directors
of the Petitioner Companies vide their resolutions dated 20th May
2018, which originally reads as follows–

“Appointed Date” means the Effective Date”

The said paragraph be amended to read as follows –

“Appointed Date”means 1 April 2019”

Consequential amendments may be made to accounting

treatment of the Scheme. The other provisions of the Scheme
remain unchanged.

The Board of Directors of Petitioner Companies has vide their

resolutions dated 20th May 2018 duly authorized us to assent on
behalf of the respective Petitioner Companies, to any alterations
and changes to the draft Scheme of Demerger amongst Century
Textiles And Industries Limited and UltraTech Cement Limited
and their respective shareholders and creditors (“Scheme”), so
long as may be expedient or necessary for satisfying the
conditions/ requirements imposed, inter alia, by any statutory/
regulatory authorities. The Authorized Signatories, duly
authorized by the respective Board Resolutions, both dated 20th
May 2018 passed by the respective companies are hereby
approving the above amendment in relation to the “Appointed
Date” vide this affidavit.

b) With reference to paragraph IV (b) of the said Report, the

Petitioner Companies submit that in view of the amendment to
the definition of Appointed Date of the Scheme in accordance
with paragraph 6 of this affidavit and in view of Clause 3 of the
Scheme which states that the Scheme, shall become effective and

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 operative from the Appointed Date, the Scheme is in compliance
with Section 232(6) of the Companies Act, 2013.

c) With reference to paragraph IV (c) of the said Report, the

Petitioner Companies have obtained observation letters from
BSE Limited and National Stock Exchange of India Limited in
terms of Regulation 37(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

d) With reference to paragraph IV (d) of the said Report, the

Petitioner Companies have obtained approval from the
Competition Commission of India dated 21st August 2018.

e) With reference to paragraph IV (e) of the said Report, the

Petitioner Companies submit that the observations of the
Registrar of Companies relate to prosecution against the First
Petitioner Company and shareholder complaints against the
Second Petitioner Company. The First Petitioner Company has
vide letter dated 26th November 2018 stated that the aforesaid
prosecution against it has been decided in its favour by the
Additional Chief Metropolitan Magistrate 4th Court vide its order
dated 30th October, 2018. The Second Petitioner Company has
vide letter dated 12th December 2018 informed the Registrar of
Companies that all the complaints have been attended to and
closed. Further, the Second Petitioner Company submits that
difference between the share capital mentioned in the Scheme
and the company master data is due to allotment of shares on
exercise of employee stock options granted by the Second
Petitioner Company. The Petitioner Companies further submit
that they have filed e-form MGT-14 for both the board meeting
and the shareholder meetings approving the Scheme.

f) With reference to paragraph IV (f) of the said Report, the

Petitioner Companies submit that there is no discrepancy
between the Scheme filed with the Company Application and the

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 Company Petition except the change in the title from “Scheme of
Arrangement” to “Scheme of Demerger” in compliance with the
observation made by the Mumbai Bench of the National
Company Law Tribunal in its hearing of the Company
Application on 12th September 2018.

12. In response to the affidavit filed by the by the Petitioner Companies,

the Regional Director filed a supplementary affidavit
(“Supplementary Report”) dated 30th May 2019. For ease of
reference, we are reproducing hereinbelow paragraphs IV (a) to (f)
of the said Supplementary Report:

a) In this regard it is submitted that, the balance sheet as at 31.03.2019

for the financial year 2018-19 is not yet due for filing with ROC
Mumbai. The Balance Sheet should be duly audited by the Statutory
Auditor, authenticated by the Board of Directors of the Company in
pursuance to section 134 and laid before Shareholders in Annual
General Meeting held in compliance of the provisions of section 96
of the Companies Act, 2013 and approved/adopted by the
shareholders of the Company in the said Annual General Meeting is
a must. The Annual Accounts without going through process is of no
value in the Act. In this regard Hon’ble Tribunal may pass
appropriate orders as deem fit;

b) In view of observations made at paraiv (a) Hon’ble Tribunal may

kindly consider the said comments and pass appropriate orders as
deem fit.

c) In this regard, it is submitted that the contents of "Exhibit -A - 4 & A

- 5 and the observation letters for the Second Petitioner Company
are annexed as Exhibit - A- 6 & A - 7." enclosed to affidavit dated
02.05.2019 is symmetrical in nature. Hon'ble NCLT may kindly
direct the petitioner to comply with the requirement(s) enumerated
in the above said exhibits and pass appropriate orders/ orders as
deem fit.

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 d) On perusal of the order dated 21.08.2018 under section 31(1) of the
Competition Act, 2002 passed by CCI, it is noticed that there is no
reference to “Appointed Date” (Paras 16,17 and 18 of the said
order) since the petitioner is proposing an Appointed Date at this
juncture, the petitioner be directed to communicate the Order of this
Hon’ble Tribunal. The Fixing of appointed date as proposed by the
petitioner is subject to outcome of the order(s) to be passed in
respect of observation made at IV (a) of Regional Directors Report
(mentioned above).

e) In this regard, Hon’ble NCLT may kindly call for comments or ROC
Mumbai and pass appropriate orders/order as deem fit.

f) In this regard, it is submitted that the petitioners, subsequent to

filing of petition have decided to fix Appointed Date as 1st April
2019 (material fact to be informed to all concerned/stake holders).
Further, the said modification needs to be approved by Hon'ble
Tribunal. Accordingly, Hon'ble may pass appropriate orders/ orders
as deem fit in the light of facts and circumstances of the case.

13. In response to the above observations of the Regional Director in the

Supplementary Report, the Learned Counsel of the Petitioner
Companies states as follows:

a) With reference to paragraph IV (a) of the said Supplementary

Report, the Parties submit that the aforesaid Scheme is a scheme
of demerger and both the Parties will continue to exist after the
Scheme has been implemented and the demerger made effective.
The Parties undertake to file their audited accounts with the ROC
Mumbai duly approved by the Board and adopted by the
shareholders within the time limits prescribed under applicable
law;

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b) With reference to paragraph IV (b), the Parties confirm that the
definition of Effective Date is in conformity with Section 232(6)
of the Companies Act, 2013;

c) With reference to paragraph IV (c), the Parties agree to comply

with the observations enumerated in the observation letters
issued by the stock exchanges;

d) With reference to paragraph IV (d), the Parties agree to submit a

copy of the updated scheme to the Competition Commission of
India;

e) With reference to paragraph IV (e), the Parties submit that the

aforesaid Scheme is a scheme of demerger and that both the
Parties will continue to exist after the Scheme. The complaints
do not relate to the undertaking being demerged and are in
relation to the day to day working of the Parties. The Parties have
submitted their responses to the ROC Mumbai stating that the
prosecution against the First Petitioner Company has been
decided in its favour by the Additional Chief Metropolitan
Magistrate, 4th Court vide its order dated 30th October 2018. The
Second Petitioner Company has vide letter dated 12th December
2018 informed the ROC Mumbai that all the complaints have
been attended to and closed.

f) With reference to paragraph IV (f), the Partiessubmit that under

Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Parties will disclose the
approval of the Scheme with the modified Appointed Date to the
stock exchanges on which its securities are listed. The Parties
undertake to ensure compliance with the said regulations.

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14. Appointed Date:-

In clause 1.1 of the scheme it is mentioned that “the appointed

date means the effective date”.

(a) RD made an observation that as per provision of section 232(6)

of Companies Act, 2013, Scheme shall clearly indicate an

appointed date which it shall be effective and the scheme shall be

deemed to be effective from such date and not a date subsequent

to the appointed date, in the absence of not indicating any

appointed date (calendar/effective date) the scheme deserves to

be rejected.

(b) Further the RD has also observed that effective date shall be as

per provisions of section 232(6) of the Companies Act, 2013 and

not as specified in the above said clauses of the Scheme.

(c) Upon perusal of the Scheme, the Bench has observed that

Appointed Date was not mentioned in the Scheme of Demerger

as per the Scheme documents sent to the shareholders along with

Explanatory Statement and to creditors etc. The Regional

Director made an observation regarding the Appointed Date and

in response to the same, the petitioner companies subsequent to

the filing of the petition have decided to fix Appointed Date for

the Demerger and fixed appointed date as 1.4.2019 and the same

was signed by the Authorized Representatives of both the

Petitioner Companies.

(d) In this regard, the Bench has noted that the Valuation Report of

the Valuers namely Bansi S Mehta & Co. and Walkar

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 Chandiok& Co. LLP are dated 20.5.2018, the fairness opinion

given by SEBI Registered Merchant Bankers namely Axis

Capital Ltd and JM Financial Ltd. are also dated 20.5.2018 and

the Audit Committee considered the Valuation Report, fairness

opinion of the Merchant Bankers on the same date and the Board

of Directors of both the Demerged and Resulting Company

approved the same on the meeting held on 20.5.2018.

(e) Both the petitioner companies are listed companies and as

discussed above, the valuers have considered 20th May, 2018 for

the purpose of recommendation of share entitlement ratio for the

proposed demerger scheme. Further Axis Capital Ltd vide its

letter dated 20th May, 2018 have confirmed that the share

entitlement ratio as proposed by the valuers is fair to the

shareholders of Ultra-Tech from a Financial point of view. The

meeting of equity shareholders of both the companies were held

on 24.10.2018 and the record date/cut-off date was fixed as 14th

September, 2018. The appointed date is the crucial date for any

scheme of arrangements including the scheme of demerger. At

this juncture we would like to rely upon the order of this bench

dated 05.09.2018 in the matter of the scheme of demerger

between East-West Pipeline Ltd and Pipeline Infrastructure Pvt

Ltd wherein it was held by

“To avoid this controversy, now there is only one date for

dealing with issues under company law, tax laws and other

fiscal laws that is appointed date and that date shall be the

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 date taken as cut-off date for valuation, so that there won’t

be any conflict of opinions in calculating consideration and

assessing tax.

In view thereof, the appointed date is hereby decided as the

date on which the demerged undertaking has been valued.”

(f) The said order was challenged by the Petitioner Company by

way of an appeal before the Hon’ble NCLAT and appellate

authority vide its Judgement dated 05.10.2018 did not interfere

with the interpretation of this Bench on the appointed date.

(g) Considering the above facts in totality and as held in the case

discussed supra, we are of the view that the appointed date for

the proposed scheme of demerger be fixed as 20th May, 2018

instead of the arbitrary date of 01st April, 2019 as proposed

without proper justification.

(h) Since appointed date is an important information of the

Demerger Scheme, we are of the view that the shareholders’

must be aware of the same, therefore, we direct both the

Petitioner Companies to take suitable steps to publicize the same

to the shareholders even by way of print and electronic means

and confirm the same within four weeks from the date of receipt

of copy of this Order. Both the Petitioner companies to host the

information on its websites as well.

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 Notices to Creditors:-

15. The Bench has further observed that 6 (six) Secured Creditors

having an aggregate value of ₹ 2,010.54 Crores, 12,349 unsecured

creditors having an aggregate value of ₹ 1,679.63 Crores and 27

debenture holders having an aggregate value of ₹ 900 Crores in

the first petitioner company, notices were sent to each of them by

registered post on 19.09.2018 and the affidavit of service dated

19.10.2018 and 12.06.2019 were filed by the Company Secretary.

Further, as directed by the bench notices were served on the

unsecured creditors having an outstanding balance of ₹4 Lakhs

and above and accordingly notices were served on 2,760

unsecured creditors representing over 95% in value by registered

post.

16. In case of second petitioner company notices were sent by

registered post on 19.09.2018 to various creditors. Seven secured

creditors having a aggregate value of ₹11,251.41 Crores, 21,820

Unsecured creditors having an aggregate value of ₹3,955.46

Crores, 58 Secured debenture holders having an aggregate value

of ₹1,725 Crores, 47 Unsecured debenture holders having an

aggregate value of ₹1,010.00 Crores and 105 debenture holders

(secured and unsecured), notices were sent by registered post on

19.09.2018 and affidavit of service dated 17.10.2018 was

submitted by the company secretary.

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 17. In response to the notices issued to various creditors as stated

above, the approval, responses received from various creditors

are given in the table below:-

Centaury Textiles and Industries Ltd Ultra Tech Cement (Secured Creditors)

(Secured Creditors)

SBI letter dated Acknowledged SBI (₹300 Crores) Acknowledged

10.06.2019 receipt of the notice letter dated receipt of the notice

sent to the 10.06.2019 sent to the

shareholders dated shareholders dated

14.09.2018. 14.09.2018.

SBICAP Trustee Acknowledged Uttar Pradesh Acknowledged

Co. Ltd letter dated receipt of the notice Financial receipt of the notice

11.06.2019 sent to the Corporation sent to the

shareholders dated (₹146.18 Crores) shareholders dated

14.09.2018. letter dated 14.09.2018.

10.06.2019

Export-Import Acknowledged HDFC Bank Secured Creditor

Bank of India letter receipt of the notice (₹3317.92 Crores) accorded consent

dated 11.06.2019 sent to the letter dated and approval to the

shareholders dated 07.06.2019 scheme

14.09.2018.

HDFC Bank letter Secured Creditor ICICI Bank Secured Creditor

dated 07.06.2019 granted consent and (₹3613.99 Crores) granted consent and

approval to the letter date approval to the

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 scheme 07.06.2019 scheme

Axis Bank letter Secured Creditor Axis Bank Secured Creditor

dated 10.06.2019 accorded consent (₹3257.08 Crores) granted consent and

and approval to the letter dated approval to the

scheme 10.06.2019 scheme

ICICI Bank letter Secured Creditor

dated 07.06.2019 accorded consent

and approval to the

scheme

Apart from the above responses received from the creditors as submitted

by the petitioner companies, the Tribunal has not received any objections,

representations from other creditors to the scheme of demerger.

18. From the material on record, the Schemeappears to be fair and

reasonable and is not violativeof any provisions of law and is not
contrary to public policy. None of the parties concerned have come
forward to oppose the Scheme.

19. Since all the requisite statutory compliances have been fulfilled, the
Company Scheme Petition No. 4236 of 2019is made absolute in
terms of the prayer clauses38 (a) to 38 (g)in the said Company
Scheme Petition.

20. The Petitioner Companiesare directed to file a copy of this Order

along with a copy of the Scheme with the concerned Registrar of
Companies, within 30 days of the receipt of copy of this Order
alongwith the sanctioned Scheme, duly certified by the Designated
Registrar of this National Company Law Tribunal.

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21. The Petitioner Companiesare to lodge a copy of this Order along
with a copy of the Scheme with the concerned Superintendent of
Stamps, for adjudication of stamp duty payable, if any, on the same,
within 60 days from the date of receipt of the Order duly certified by
theDesignated Registrar of this National Company Law Tribunal.

22. The Petitioner Companiesare to pay costs of Rs.25,000/- each to the

Regional Director, Western Region, Mumbai. The costs are to be
paid within four weeks from the date of the receipt of the duly
certified copy of this Order.

23. All concerned regulatory authorities to act on a copy of this Order

along with Scheme duly certified by the Designated Registrar,
National Company Law Tribunal, Mumbai Bench.

24. Any person interested is at liberty to apply to this Tribunal in the

above matters for any directions that may be necessary in regard to
the working of the Scheme.

25. The Scheme is sanctioned, and the appointed date of the Scheme is
fixed as 20.05.2018.

26. Both the petitioner companies are directed to publish the status of
approval granted by this Bench for the demerger scheme in the same
newspapers in which previous publications are made to ensure
complete transparency to all stakeholders.

Sd/- Sd/-
RAVIKUMAR DURAISAMY V.P. SINGH
MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Date: 03.07.2019

Pratiksha Shukla

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