(Original Jurisdiction) Company

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, ALLAHABAD (ORIGINAL JURISDICTION) COMPANY APPLICATION NO. CA (CAA) 315/ALD OF 2019 IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013) SECTIONS 230, 232 & 66 AND IN THE MATTER OF SCHEME OF ARRANGEMENT AND IN THE MATTER OF LSC INFRATECH LTD APPLICANT NO. 1/DEMERGED COMPANY AND LALKUAN STONE CRUSHERS INDIA PVT LTD APPLICANT NO. 2/RESULTING COMPANY (1) BEFORE THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, ALLAHABAD (ORIGINAL JURISDICTION) COMPANY APPLICATION NO. CA (CAA) 315/ALD OF 2019 IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013) SECTIONS 230, 232 & 66 AND IN THE MATTER OF SCHEME OF ARRANGEMENT AND IN THE MATTER OF LSC INFRATECH LTD APPLICANT NO. 1/DEMERGED COMPANY AND LALKUAN STONE CRUSHERS INDIA PVT LTD APPLICANT NO. 2/RESULTING COMPANY Explanatory Statement [Under sections 230, 232 & 66 of the Companies Act, 2013 and the Companies (Compromises, Arrange- ments and Amalgamations) Rules, 2016, and other applicable provisions, if any] 1. Pursuant to the Order dated 23rd August, 2019, passed by the Hon’ble National Company Law Tribunal, Allahabad Bench, Allahabad, in the above referred joint Company Application, separate meetings of Equity Shareholders, Secured Creditors and Un-secured Creditors of the Demerged Company-LSC Infratech Ltd are scheduled to be convened and held for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd (hereinafter referred to as “this Scheme/the Scheme”), on Friday, 27th September, 2019, at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand, as per the following schedule: Sl. No. Meetings of LSC Infratech Ltd Time 1 Equity Shareholders 11:30 A.M. 2 Secured Creditors 12:30 Noon 3 Un-secured Creditors 2:30 P.M. 2. A copy of the Scheme of Arrangement setting out the terms and conditions of the proposed arrangement, inter alia, providing for (a) De-merger of Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd; (b) Re-organisation of Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd; and other connected matters, is enclosed with this Explanatory Statement. (2) 3. Companies to the Scheme and their Background 1.1 The Applicant No. 1/the Demerged Company-LSC Infratech Ltd: i. The Demerged Company-LSC Infratech Ltd [Corporate Identification No. (CIN): U 26944 UR 1988 PLC 009533; Income Tax Permanent Account No. (PAN): AAA CL 3025 F] (hereinafter referred to as “the Demerged Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956, as a private limited company with the name and style as ‘Lalkuan Stone Crushers Pvt Ltd’ vide Certificate of Incorporation dated 13th April, 1988, issued by the Registrar of Companies, Uttar Pradesh, Kanpur. The Company was converted into a public limited company and name of the Com- pany was changed to ‘Lalkuan Stone Crushers Ltd’ vide Fresh Certificate of Incorporation dated 22nd February, 2002, issued by the Registrar of Companies, Uttar Pradesh & Uttaranchal, Kanpur. Further, name of the company was changed to its present name ‘LSC Infratech Ltd’ vide Fresh Certificate of Incorporation dated 22nd October, 2012, issued by the Registrar of Companies, Uttarakhand. ii. Presently, the Registered Office of the Demerged Company is situated at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand; E-mail: [email protected]; Website: www.lscinfra- tech.com. iii. The detailed objects of the Demerged Company are set out in the Memorandum of Association and are briefly stated as below: A. Main Objects: 1. To carry on business, buyers, sellers and manufacturers of stone grit, lime, limestone related products, ceramic products, bricks, tiles, sand, cement, pipes, pre-fabricated, paving, lining, roofing ma- terials, iron, coal and coal burns and to buy, sale, manufacture, prepare, mix, formulate and deal in stones, limes, clays, cement, bricks, pizzolanes. 2. To work mines or quarries and to find win, get, work, crush, smelt, manufacture or otherwise deal with limestone, chalk, clay, ores, metals, oils, stones and other precious stones or deposits or products. 3. To obtain lease and sub-lease, mining leases, prospecting licenses and quarry leases, bricklines leases from any government or Party for the purpose of exploiting major or minor rules or any other rules in force in any area. 4. To carry on the business of Constructional Engineers, technical Service providers, brokers, Agents, interior Decorators, Consultants, Advisors, Supervisors, Administrators, Contractor, Sub-Contractor, Turnkey Contractor and Manager of all types of construction and developmental work of real estate, moveable and immovable properties. 5. To carry on in India or elsewhere either alone or jointly with one or more person(s) the business of real estate, colonizers, Site Developers, Builders, Contractors, promoters and Developers and to build townships, acquire, develop, construct, erect, alter, buy, sell any moveable and immovable property including land, real estate, multi storied buildings, sheds, dwelling offices, shops, stores, public utility building, residential and commercial complexes, multiplexes, shopping malls, rent, build, construct, equip, execute, carry out, improve, work, develop, administer, maintain, manage or control works and conveniences of all kinds and infrastructure including roadways, highways, tramways, dams, flyovers, bridges, airports, docks, ports, jetties, Special Economic Zones, Software technology parks, piers, wharves, canals, reservoirs, drainage, aqueducts and to do all incidental acts and things necessary for the attainment of foregoing objects. (3) B. Other Objects: The Company has also adopted, inter alia, the following sub-clauses of the Other Objects Clause of its Memorandum of Association: 43. To carry on the business as shares and stocks brokers and to buy, sell and deal in all kinds of shares, stocks, securities, bonds, debentures, units and other instruments. iv. Presently, the Demerged Company is engaged in the business of sand and gravel mining, stone crushing; manufacturing of stone grit, limestone and other related activities. In addition to these core business activities, the Demerged Company has also made investments in securities (including investment in other Group Companies). Thus, the Demerged Company has two distinct business segments of sand and gravel mining, stone crushing and manufacturing of stone grit, etc.; and investment business. v. That the present Authorised Share Capital of the Demerged Company is `40,00,00,000 divided into 37,50,000 Equity Shares of `100 each aggregating to `37,50,00,000; and 2,50,000 Preference Shares of `100 each aggregating to `2,50,00,000. The present Issued, Subscribed and Paid-up Share Capital of the Company is `16,32,62,500 divided into 14,94,498 Equity Shares of `100 each aggregating to `14,94,49,800; 1,35,810 9% non-cumulative Compulsorily Redeemable Preference Shares (‘Series-A’) of `100 each aggregating to `1,35,81,000; and 2,317 9% non-cumulative Compulsorily Redeemable Preference Shares (‘Series-B’) of `100 each aggregating to `2,31,700. vi. Detail of the present Board of Directors of the Demerged Company is given below: Sl. Name & Address DIN Designation No. 1 Mr Shiv Kumar Agarwal 00657046 Managing Director 21/1, D1-D2, Civil Lines, Nainital Road Rudrapur-263 153, Uttarakhand 2 Ms Rukman Agarwal 00657081 Joint Managing 21/1, D1-D2, Civil Lines, Nainital Road Director Rudrapur-263 153 Uttarakhand 3 Mr Abhishek Agarwal 01319670 Whole Time 21/1, D1-D2, Civil Lines, Nainital Road Director Rudrapur-263 153 Uttarakhand 4 Ms Amita Agarwal 01319744 Whole Time 21/1, D1-D2, Civil Lines, Nainital Road Director Rudrapur-263 153 Uttarakhand 5 Mr Saurabh Agarwal 00657185 Whole Time 21/1, D1-D2, Civil Lines, Nainital Road Director Rudrapur-263 153 Uttarakhand 6 Ms Sarina Agarwal 01319821 Whole Time 21/1, D1-D2, , Civil Lines, Nainital Road, Director Rudrapur-263 153, Uttarakhand 7 Mr Badam Singh 03218257 Director O, Chaudhar Colony, Gaujajali Uttar, Industrial Estate, Nainital-263 139 Uttarakhand 8 Mr Rakesh Kumar 03218268 Whole time Director 407, L-1B, Mohanpur, Mohamadpur, Haridwar-247 666 Uttar Pradesh 9 Mr Anil Kumar 03258486 Whole time Director House No. 105, Basaee Badayoon-202 520 Uttar Pradesh (4) Sl. Name & Address DIN Designation No. 10 Mr Satya Prakash Singhal 07194072 Director 4 N, Friends Enclave, Kashipur Road, Bhoora Rani, Rudarpur-263 153 Uttarakhand 11 Mr Hemant Singh Negi 07602932 Whole time Director House No. 3, Ashok Vihar, Bareilly Road, Teen Pani, Haldwani Talli, Nainital-263 139 Uttarakhand 12 Mr Virender Singh 08175670 Director Near Gurudwara, Bigwara Udham Singh Nagar Rudrapur-263 153 Uttarakhand 1.2 The Applicant No. 2/the Resulting Company-Lalkuan Stone Crushers India Pvt Ltd: i. The Resulting Company-Lalkuan Stone Crushers India Pvt Ltd [Corporate Identification No. (CIN): U 14200 UR 2012 PTC 000511; Income Tax Permanent Account No. (PAN): AAC CL 4185 G] (hereinafter referred to as “the Resulting Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956 as a private limited company vide Certificate of Incorporation dated 14th December, 2012, issued by the Registrar of Companies, Uttarakhand. ii. Presently, the Registered Office of the Resulting Company is situated at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153,

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