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OCL INDIA LIMITED CIN No.: L26942OR1949PLC000185 Regd

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OCL INDIA LIMITED CIN No.: L26942OR1949PLC000185 Regd OCL INDIA LIMITED CIN No.: L26942OR1949PLC000185 Regd. Office: Rajgangpur- 770 017, District Sundargarh, Odisha Tel. No. :(06624)221212, 220121 Website: www.oclindialtd.in, E-mail: [email protected] COURT CONVENED MEETING OF THE SECURED CREDITORS COURT CONVENED MEETING OF SECURED CREDITORS Day Sunday Date November 27, 2016 Time 2.00 p.m. Venue OCL India Limited’s premises at Rajgangpur- 770 017, District Sundargarh, Odisha INDEX SL No Content Page Number 1 Notice of Court Convened Meeting of the Secured Creditors of OCL 1 - 2 India Limited as per the direction of Hon’ble High Court of Orissa, at Cuttack vide its order dated October 06, 2016 in Company Petition No. 37 of 2016. 2 Explanatory Statement under Section 393 and other applicable 3 - 22 provisions of the Companies Act, 1956 3 Scheme of Arrangement and Amalgamation amongst OCL India Provided Limited, Dalmia Cement East Limited, Shri Rangam Securities & separately Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited and their respective shareholders and creditors 4 Fairness Opinion dated March 28, 2016 issued by Axis Capital 23 – 28 Limited 5 Copy of Observation Letters issued by BSE Limited and National 29 – 33 Stock Exchange of India Limited, both dated July 12, 2016 6 Complaints Report dated May 26, 2016 submitted by OCL India 34 Limited with BSE Limited and National Stock Exchange of India Limited 7 Form of Proxy 35 – 36 8 Attendance Slip 37 In the Hon’ble High Court of Orissa, Cuttack Original Jurisdiction Company Petition No. 37 of 2016 In the matter of Companies Act, 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement and Amalgamation amongst OCL India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited and their respective shareholders and creditors OCL India Limited ) a company incorporated under the provisions of the ) Companies Act, 1913, having its registered office at ) Rajgangpur-770017, Dist. Sundargarh, Odisha ) India ) …Applicant/Transferor Company No. 1 NOTICE OF COURT CONVENED MEETING OF SECURED CREDITORS OF OCL INDIA LIMITED, THE APPLICANT/TRANSFEROR COMPANY NO. 1 To, The secured creditors of OCL India Limited (the “Applicant/Transferor Company No. 1”) TAKE NOTICE that by an order made on October 06, 2016 in the above Company Petition, the Hon’ble High Court of Orissa has directed that a meeting of the secured creditors of OCL India Limited, the Applicant/Transferor Company No. 1, be convened and held at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, Dist. Sundargarh, Odisha on Sunday, November 27, 2016 at 2.00 p.m. for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed arrangement and amalgamation embodied in the Scheme of Arrangement and Amalgamation amongst OCL India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited and their respective shareholders and creditors. TAKE FURTHER NOTICE that in pursuance of the said order and as directed therein, a meeting of the secured creditors of OCL India Limited, the Applicant/Transferor Company No. 1, will be convened and held at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, District Sundargarh, Odisha on Sunday, November 27, 2016 at 2.00 p.m., at which place, day, date and time you are requested to attend and vote. TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy provided that a proxy in the prescribed form, duly signed by you or your authorized representative, is deposited at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, Dist. Sundargarh, Odisha not later than 48 hours before the said meeting. The Hon’ble High Court has appointed Mr. B. C. Mohanty, Advocate, and failing him, Mr. P. K. Dash, Advocate to be the Chairperson of the said meeting. A copy of the Explanatory Statement under Section 393 and other applicable provisions of the Companies Act, 1956, Scheme of Arrangement and Amalgamation, Observation Letters from National Stock Exchange of India Limited and BSE Limited, Complaints Report, Fairness Opinion, Form of Proxy and Attendance Slip are enclosed herewith. Dated this 26th day of October, 2016 Sd/- B. C. Mohanty Chairman appointed for the meeting Registered office: Rajgangpur-770017, Dist. Sundargarh Odisha, India Notes: 1. Only secured creditors of the Applicant/Transferor Company No. 1 may attend and vote (either in person or by proxy) at the secured creditors’ meeting. The authorized representative of a body corporate which is a secured creditor of the Applicant/Transferor Company No. 1 may attend and vote at the secured creditors’ meeting provided a certified true copy of the resolution of the board of directors or other governing body of the body corporate is deposited at the registered office of the Applicant/Transferor Company No. 1 not later than 48 hours before the meeting, authorizing such representative to attend and vote at the secured creditors’ meeting. 2. A secured creditor is entitled to appoint a proxy to attend and vote at the secured creditors’ meeting instead of himself. The Form of Proxy duly completed should, however, be deposited at Rajgangpur-770017, Dist. Sundargarh, Odisha not less than 48 hours before the meeting. 3. All alterations made in the Form of Proxy should be initialed. 4. A secured creditor or his proxy is requested to bring the copy of the notice to the meeting, the attendance slip duly completed and signed and produce them at the entrance of the meeting venue. 5. This Notice of the Court Convened Meeting of Secured Creditors of the Applicant/Transferor Company No. 1 is also displayed / posted on the website of the Applicant/ Transferor Company No. 1 www.oclindialtd.in. Encl.: As above In the Hon’ble High Court of Orissa, Cuttack Original Jurisdiction Company Petition No. 37 of 2016 In the matter of Companies Act, 1956 AND In the matter of Sections 391 to 394 Companies Act, 1956 AND In the matter of Scheme of Arrangement and Amalgamation amongst OCL India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited and their respective shareholders and creditors OCL India Limited ) a company incorporated under the provisions of the ) Companies Act, 1913, having its registered office at ) Rajgangpur-770017, Dist. Sundargarh, ) Odisha, India ) ……..Applicant/Transferor Company No. 1 EXPLANATORY STATEMENT UNDER SECTION 393 OF THE COMPANIES ACT, 1956 AND SECTIONS 110 AND 102 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS FOR COURT-CONVENED MEETING OF EQUITY SHAREHOLDERS AND POSTAL BALLOT & E-VOTING 1. Pursuant to an order dated October 06, 2016 passed by the Hon’ble High Court of Orissa at Cuttack in the Company Petition referred to above (“Petition”), a meeting of the equity shareholders of OCL India Limited, the Applicant/Transferor Company No. 1, is being convened and held at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, Dist. Sundargarh, Odisha on Sunday, November 27, 2016 at 11 a.m. for the purpose of considering and if thought fit, approving with or without modification(s), the arrangement and amalgamation embodied in the Scheme of Arrangement and Amalgamation amongst OCL India Limited (“OCL”), Dalmia Cement East Limited (“DCEL”), Shri Rangam Securities & Holdings Limited (“SRSHL”), Dalmia Bharat Cements Holdings Limited (“DBCHL”) and Odisha Cement Limited (“ODCL”) and their respective shareholders and creditors (“Scheme”). 2. Additionally, in terms of Para I.A.9.of Annexure I of Securities and Exchange Board of India (“SEBI”) Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 (“SEBI Circular”), the said Scheme shall also be subject to the approval of public shareholders (i.e. equity shareholders other than those forming part of Promoter and Promoter Group) by passing a Resolution through postal ballot/e-voting, as specified in the notice of postal ballot & e-voting. This Statement shall also be taken for the purpose of the Notice of postal ballot & e-voting. In terms of SEBI Circular, the Scheme shall be acted upon only if the votes cast, by way of postal ballot and e-voting, by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it. 3. A copy of the Scheme setting out in detail the terms and conditions of the arrangement and amalgamation including, inter alia, the following: (a) Transfer and vesting of Power Undertakings of OCL, Rail Undertaking of OCL, and Solid Waste Management System Undertaking of OCL (hereinafter collectively referred to as Transferred Undertakings 1”) to ODCL by way of Slump Sale and amalgamation of OCL (post Slump Sale of Transferred Undertakings 1) with ODCL (collectively referred to as “OCL Restructuring”); (b) Transfer and vesting of Rail Undertaking of DCEL and Solid Waste Management System Undertaking of DCEL (hereinafter collectively referred to as Transferred Undertakings 2”) to ODCL by way of Slump Sale and amalgamation of DCEL (post Slump Sale of Transferred Undertakings 2), SRSHL and DBCHL with ODCL, (collectively referred to as “DCEL DBCHL SRSHL Restructuring”). which has been approved by Board of Directors of the Applicant/Transferor Company No. 1 at its meeting held on March 28, 2016, is attached to this Explanatory Statement. 4. Definitions contained in the Scheme shall apply to this Explanatory Statement also. 5. Background of companies involved in the Scheme 5.1 OCL India Limited (“OCL” or “Applicant/Transferor Company No. 1”): 5.1.1. OCL, having corporate identity number (CIN) L26942OR1949PLC000185, is a listed public company limited by shares, incorporated on October 11, 1949 under the provisions of the Companies Act, 1913 under the name of “Orissa Cement Limited”.
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