VADINAR OIL TERMINAL LIMITED Corporate Identity No. (CIN): U35111GJ1993PLC053434 Registered Office: Nayara Energy Refinery Site, 39 KM Stone, Okha Highway (SH-25), Khambhalia, District Devbhumi Dwarka, Gujarat 361305 Tel. No.: +91 2833 661444; Fax No.: +91 2833 662929 Email:
[email protected] MEETING OF THE SECURED CREDITORS OF VADINAR OIL TERMINAL LIMITED CONVENED ON THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH NOTICE TO SECURED CREDITORS Day Wednesday Date March 18, 2020 Time 3:30 p.m. (IST) Venue Nayara Energy Refinery Complex, Khambhalia Post (39th KM stone on Jamnagar – Okha Highway), District Devbhumi Dwarka, Gujarat – 361305 INDEX Sr. No. Content Page No. 1. Notice of meeting of the secured creditors sof Vadinar Oil Terminal Limited convened 2-4 as per the directions of the Hon’ble National Company Law Tribunal, Ahmedabad 2. RBenchoute map to the venue of the Meeting along with landmark 5 3. Explanatory Statement under Sections 230(3) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) 6-20 Rules, 2016 and other applicable provisions of the Companies Act, 2013 4. Scheme of Amalgamation of Vadinar Oil Terminal Limited with Nayara Energy Limited 21-39 - Annexure A 5. Valuation report dated March 15, 2019 prepared by M/s. BSR & Associates LLP, Independent Chartered Accountants, on the valuation of shares and the consideration 40-66 payable to the resident and non-resident public shareholders - Annexure B 6. Fairness opinion dated March 25, 2019, issued by SBI Capital Markets Limited, an Independent category I Merchant Banker on the Valuation Report submitted by M/s.