grabal _courtnotice_25102011

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GRABAL ALOK IMPEX LIMITED

Regd Ofce:

249/1, Vasona, Silvassa-Khanvel Road, Silvassa - 396 230,

Union Territory of Dadra and Nagar Haveli

Court Convened meeting of the Equity Shareholders

Time : 11.30 a.m.

Day : Saturday

Date : 19th day of November, 2011

Venue : Alok Public School Auditorium,

Survey No. 491, Near Alok City,

Sayli, Silvassa - 396 230

Union Territory Dadra & Nagar Haveli



Contents Page nos.

Notice of Court Convened Meeting of Equity Shareholders of Grabal Alok Impex Limited 3

Explanatory Statement under Section 393 of the Companies Act, 1956 4 - 11

Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 12 - 20

Form of Proxy 21

Attendance Slip 23



3

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY SUMMONS FOR DIRECTION NO.631 OF 2011.

In the matter of the Companies Act I of 1956.

AND

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

AND

In the matter of Scheme of Amalgamation of Grabal Alok Impex Limited

with Alok Industries Limited and their Respective Shareholders and

Creditors.

GRABAL ALOK IMPEX LIMITED, a Company )

incorporated under the Companies Act, 1956 )

and having its Registered Ofce at 249/1, Vasona, )

Silvassa-Khanvel Road, Silvassa - 396 230, )

Union Territory of Dadra & Nagar Haveli ) .......... ........... .......... .......... ........... ........ APPLICANT

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To,

The Equity Shareholders of Grabal Alok Impex Limited, the Applicant Company.

TAKE NOTICE that by an Order made on the 14th day of October, 2011 in the above Company Application, the Hon’ble High Court of

Judicature at Bombay has directed that a meeting of the Equity Shareholders of the Applicant Company be convened and held at Alok Public

School Auditorium, Survey No. 491, Near Alok City, Sayli, Silvassa - 396 230, Union Territory Dadra & Nagar Haveli on Saturday, the 19th

day of November, 2011 at 11.30 a.m for the purpose of considering, and, if thought t, approving with or without modication(s),the proposed

Scheme of Amalgamation of Grabal Alok Impex Limited with Alok Industries 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 Equity Shareholders of the

Applicant Company will be convened and held at Alok Public School Auditorium, Survey No. 491, Near Alok City, Sayli, Silvassa- 396 230,

Union Territory Dadra & Nagar Haveli on Saturday, the 19th day of November, 2011 at which place, day, date and time you are requested to

attend.

TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed

form, duly signed by you, or your authorised representative, is deposited at the Registered Ofce of the Applicant Company at 249/1, Vasona,

Silvassa-Khanvel Road, Silvassa-396 230, Union Territory of Dadra & Nagar Haveli not later than 48 hours before the meeting.

The High Court has appointed Mr. Milind D. Narvekar, Master and Asstt. Prothonotary (Judl.), Bombay and failing him Mrs. K. M. Rane,

Company Registrar, High Court, Bombay, and failing her Mr. Surendra B. Jiwrajka, Managing Director of the Applicant Company to be the

Chairman of the said meeting.

A copy each of the Scheme of Amalgamation, the Statement under Section 393 of the Companies Act, 1956, Form of Proxy and the Attendance

Slip are enclosed.

Sd/-

Surendra B. Jiwrajka

Chairman Appointed for the meeting

Dated this 17th day of October, 2011

Registered Ofce:

249/1, Vasona, Silvassa-Khanvel Road,

Silvassa-396 230,

Union Territory of Dadra & Nagar Haveli

Notes:

(1) All alterations made in the form of proxy must be initialed.

(2) Only registered members of the Applicant Company may attend and vote (either in person or by proxy) at the shareholders meeting.

The representative of a body corporate which is a registered Equity Shareholder of the Applicant Company may attend and vote at the

Equity Shareholders meeting provided a certied true copy of the resolution of the Board of Directors or other governing body of the

body corporate is deposited at the registered ofce of the Applicant Company not less than 48 hours before the meeting authorizing such

representative to attend and vote at the Equity Shareholders meeting.



4



COMPANY SUMMONS FOR DIRECTION NO.631 OF 2011.


AND


AND

In the matter of Scheme of Amalgamation of Grabal Alok Impex Limited


Creditors.






EXPLANATORY STATEMENT UNDER SECTION 393(1) (a) OF THE COMPANIES ACT, 1956

1. Pursuant to an Order dated 14th day of October, 2011 passed by the Hon’ble High Court of Judicature at Bombay in the Company

Summons for Direction referred to hereinabove, a meeting of the Equity Shareholders of the Applicant Company is being convenedand held at Alok Public School Auditorium, Survey No. 491, Near Alok City, Sayli, Silvassa - 396230 Union Territory Dadra & Nagar

Haveli on Saturday, the 19th day of November, 2011 at 11.30 a.m. for the purpose of considering, and, if thought t, approving with or

without modication(s), the proposed Scheme of Amalgamation of Grabal Alok Impex Limited with Alok Industries Limited and their

respective Shareholders and Creditors.

2. In this statement, Grabal Alok Impex Limited is hereinafter referred to as “GAIL” or “the Transferor Company” or “the Applicant

Company as the context may admit and Alok Industries Limited is hereinafter referred to as “ALOK” or “the Transferee Company” as

the context may admit. The other denitions contained in the Scheme will apply to this Explanatory Statement also.

3. The Applicant Company was originally incorporated as Grabal Alok Exports Limited on 17th December, 1993. Subsequently pursuant

to section 21 of the Companies Act, 1956 the name was changed to Grabal Alok Impex Limited vide certicate issued by Registrar of

Companies, Mumbai dated 27th September, 2000.

4. The Registered Ofce of the Applicant Company is situated at 249/1, Vasona, Silvassa-Khanvel Road, Silvassa-396 230, Union Territory

of Dadra & Nagar Haveli.

5. The Present Authorised,Issued, Subscribed and Paid-up Share Capital of the Applicant Company is as under:Particulars Amount (Rs)

Authorised capital

100,000,000 Equity Shares of Rs.10/- each 1,000,000,000.00

TOTAL 1,000,000,000.00

Issued, subscribed and paid up capital

22,485,000 Equity Shares of Rs.10/- each fully paid up 224,850,000.00

TOTAL 224,850,000.00

There is no change in capital structure of the Applicant Company as on date. The equity shares of the Applicant Company are listed on

Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

6. The main object specied in the Memorandum of Association of the Applicant Company is as follows:

To carry on the business as dealers, manufacturers, importers and exporters in all kinds and descriptions of embroidery products like

laces, motifs, emblems, stickers, labels, patches, embroidery cloth, knitted fabric, knitted laces, woven laces, labels, collars and garmentaccessories like buttons, scarfs, bracelets and any other article related to garment (whether retail or wholesale) in India or any part of the

Globe and any sort of knitting articles.

7. The Applicant Company is presently engaged, inter alia, in the business of manufacturing of embroidered fabrics.



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8. The summarised Financial Position of the Applicant Company based on the latest Audited Annual Accounts as on 31st March, 2011 is as

under:-

(Rs. in Lacs)

Sources of Funds

Share Capital 2,248.50

Share Warrants 2,040.00

Reserves & Surplus 12,937.69

Secured Loans 15,762.56

Unsecured Loans 10,130.00

Deferred Tax Liability 1,677.68

Total 44,796.43

Application of Funds

Fixed Assets 19,350.76

Investments 6,258.73

Current Assets, Loans & Advances 24,769.81

Less: Current Liabilities & Provisions 5,582.87

Net Current Assets 19,186.94

Total 44,796.43

9. The summarized Financial Position of the Applicant Company based on the Unaudited Accounts as on 30th June, 2011 is as under:-

(Rs. in Lacs)

Sources of Funds


Share Warrants 2,040.00

Reserves & Surplus 13,228.79

Secured Loans 14,994.55



Total 44,288.57


Fixed Assets 19,224.42


Current Assets, Loans & Advances 35,096.85


Net Current Assets 18,805.42Total 44,288.57

There are no substantial changes in the nancial position of the Applicant Company as on date except those arising in the normal course

of business.

10. The Transferee Company was originally incorporated as Alok Textile Private Limited on 12th March, 1986. Subsequently the name was

changed to Alok Textile Industries Private Limited pursuant to Section 21 of the Companies Act, 1956 and vide certicate issued by

Registrar of Companies, Mumbai dated 17 th November, 1992. Subsequently pursuant to section 23(1) of the Companies Act, 1956 the

name was changed to Alok Textile Industries Limited vide certicate issued by Registrar of Companies, Mumbai dated 11th February,

1993. Subsequently pursuant to section 23(1) of the Companies Act, 1956 the name was changed to Alok Industries Limited vide

certicate issued by Registrar of Companies, Mumbai dated 8 th November, 2000.

11. The Registered Ofce of the Transferee Company is situated at 17/5/1, 521/1, Village Rakholi / Sayli, Silvassa - 396 230, Union

Territory of Dadra and Nagar Haveli.

12. The Present Authorised, Issued, Subscribed and Paid-up Share Capital of the Transferee Company is as under:

Particulars Amount (Rs.)

Authorised capital


TOTAL 9,000,000,000.00


78,77,84,357 Equity shares of Rs.10/- each fully paid up 7,877,843,570.00

TOTAL 7,877,843,570.00

There has been no change in capital structure of the Transferee Company till date. The Shares of the Transferee Company are listed on

Bombay Stock Exchange Limited and National Stock Exchange of India Limited.



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13. The main object specied in the Memorandum of Association of the Transferee Company is briey as follows:

(i) To carry on the business of processing, texturising, crimping, spinning, twisting, weaving, knitting, testing, throwing, reeling,

doubling, combing, mixing, scouring, nishing in any form, blenching, dyeing, mercerising, printing, buying and selling, of yarn

cloth, and fabric made from cotton, wool, silk, artsilk, rayon, nylon, polyester, acrylic, or any other natural or man-made and

synthetic bres, yarns, staple fabrics, wastes, cotton and wool grinning, rocking and generally to carry on the business of spinning

and weaving, mill and proprietors in all their branches.

(ii) To carry on the business of manufacturing, trading, commission agents, buying, selling, exchanging, converting, altering, importing,

exporting, pressing, twisting or otherwise handling, storing or dealing in cotton yarn, rayon yarn, nylon yarn and such other bre,

bres or brous materials, or yarn or yarns for textile or fabrics made from cotton, woollen, silk, nylon, polyester rayon, or anyother natural or man made bre.

14. The Transferee Company is engaged inter alia, in the business of Textile Manufacturing.

15. The summarised Financial Position of the Transferee Company based on the latest Audited Annual Accounts as on 31st March, 2011 is

as under:-

(Rs. in Lacs)

Sources of Funds


Reserves & Surplus 2,31,002.00

Secured Loans 8,72,640.00



Total 13,25,904.00Application of Funds

Fixed Assets 8,48,841.00


Current Assets, Loans & Advances. 5,61,155.00

Less: Current Liabilities & Provisions 1,00,810.00

Net Current Assets 4,60,345.00

Total 13,25,904.00

16. The Financial Position of the Transferee Company based on the Unaudited Accounts as on 30th June, 2011 is as under:-

(Rs. in Lacs)

Sources of Funds


Reserves & Surplus 2,36,305.00

Secured Loans 9,58,708.00



Total 13,54,411.00


Fixed Assets 8,68,936.00


Current Assets, Loans & Advances 5,55,157.00


Net Current Assets 4,66,722.00

Total 13,54,411.00

There are no substantial changes in the nancial position of the Transferee Company as on date except those arising in the normal course

of business.

17. The circumstances that have necessitated or justied the Scheme of Amalgamation are inter alia summarised as under:

(a) Both the Companies are under same management, by virtue of common working directors.

(b) The amalgamation will enable the Transferee Company to consolidate its business operations leading to a focused management

attention on a single textile entity and provide signicant impetus to the growth of the Transferee Company since both the Transferor

and the Transferee Companies business are complimentary.

(c) The amalgamation will result in economies of scale, reduction in overheads, administrative, managerial and other expenditure,

operational rationalisation, organisational efciency, and optimal utilisation of various resources and thereby give inherent strength

to improve and expand and thus withstand competition from domestic as well as international markets.

(d) Duplication of administrative functions will be eliminated together with the multiple record-keeping, resulting in reduced

expenditure.



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(e) The amalgamation will result in a signicant reduction in the multiplicity of legal and regulatory compliances required at present

to be carried out by both the Transferor and the Transferee Companies.

(f) The combined managerial and technical expertise would enable the Transferee Company to develop a business model that would

be competitive and cogent.

18. The Salient features of the Scheme are as follows: -

(a) “Appointed Date” means opening business hours of 1st day of April, 2011.

(b) “Effective Date” means the last of the dates on which the certied or authenticated copies of the orders passed by the High Court

sanctioning the Scheme is led with the Registrar of Companies, Gujarat at Ahmedabad. Any references in the Scheme to “on the

Scheme becoming effective” or “upon the Scheme becoming effective” or “effectiveness of the Scheme” shall mean with respectto the “Effective Date”.

(c) “Record Date” means the date to be xed by the Board of Directors of ALOK for the purpose of determining the shareholders of

GAIL to whom shares will be allotted pursuant to this Scheme in terms of Clause 14.1 hereof post Effective Date.

(d) With effect from the Appointed Date, the whole of the undertaking, of the Transferor Company comprising of all properties and

assets (whether movable or immovable, tangible or intangible) and investments and bank balances and all other assets and liabilities

of whatsoever nature and wheresoever situated, shall, under the provisions of Section 391 read with Section 394 and all other

applicable provisions, if any, of the Act, without any further act or deed (save as provided in the Scheme of Amalgamation) be

transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company as a going concern so as

to become as from the Appointed Date the assets and liabilities of the Transferee Company and to vest in the Transferee Company

all the rights, title, interest or obligations of the Transferor Company therein.

(e) With effect from the Appointed Date, all debts, liabilities, contingent liabilities, duties and obligations of every kind, nature and

description of the Transferor Company shall also under the provisions of Section 391 read with Section 394 of the Act, without

any further act or deed, be transferred to or be deemed to be transferred to the Transferee Company so as to become as from theAppointed Date the debts, liabilities, contingent liabilities, duties and obligations of the Transferee Company.

(f) All contracts, deeds, bonds, agreements, arrangements and other instruments of whatsoever nature to which the Transferor Company

is a party or to the benet of which the Transferor Company may be eligible and which are subsisting or having effect immediately

before the Effective Date, shall be in full force and effect against or in favour of, as the case may be, the Transferee Company

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

thereto.

(g) If any suit, writ petition, appeal, revision or other proceedings of whatever nature (hereinafter called “the Proceedings”) by or

against the Transferor Company be pending, the same shall not abate, be discontinued or be in any way prejudicially affected by

reason of the transfer of the Undertakings of the Transferor Company or of anything contained in the Scheme, but the Proceedings

may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it

would or might have been continued, prosecuted and enforced by or against the Transferor Company as if the Scheme had not been

made.

(h) All employees of the Transferor Company (if any) in service on the Effective Date shall become employees of the TransfereeCompany on such date without any break or interruption in service and on terms and conditions as to remuneration not less

favourable than those subsisting with reference to the Transferor Company as on the said date.

(i) The equity shares of the Transferor Company, held by the Transferee Company, if any as on the Effective Date, shall not get

cancelled but shall pursuant to this Scheme, upon the Scheme becoming effective, stand transferred to and vested in the Board of

Trustees (including the survivor or survivors of any of the trustees comprising such board of trustees) (hereinafter referred to as the

“Trustees”) of the Trust (hereinafter referred to as the “Alok Benet Trust”) to be settled by the Transferee Company, and the said

equity shares of Transferor Company shall be held by the Trustees of Alok Benet Trust for the benet of the Transferee Company.

The trustees of the Alok Benet Trust shall hold such shares with all additions or accretions thereto in trust for the benet of the

Transferee Company and its successor/successors subject to the powers, provisions, discretions, rights and agreements contained in

the Alok Benet Trust Deed on such terms and conditions as may be set out in the Alok Benet Trust Deed.

(j) The equity shares of the Transferee Company, held by the Transferor Company, if any as on the Effective Date, shall not get


Trustees (including the survivor or survivors of any of the trustees comprising such board of trustees) (hereinafter referred to as

the “Trustees”) of the Trust (hereinafter referred to as the Alok Benet Trust) to be settled by the Transferor Company, and thesaid equity shares of the Transferee Company shall be held by the Trustees of Alok Benet Trust for the benet of the Transferee

Company. The trustees of Alok Benet Trust shall hold such shares with all additions or accretions thereto in trust for the benet

of the Transferee Company and its successor or successors subject to the powers, provisions, discretions, rights and agreements

contained in the Alok Benet Trust Deed on such terms and conditions as may be set out in the Alok Benet Trust Deed.

(k) Upon the scheme becoming nally effective, 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, subject to the provisions of the

Scheme and without any further application, act or deed, Issue and allot at par 1 (one) equity share of Rs.10 each fully paid up

(hereinafter referred as “New Equity Shares”) of the Transferee Company shall be issued and allotted for every 1 (one) equity

shares of Rs.10 each fully paid up held in the Transferor Company each fully paid-up and held by the said members or their heirs,

executors, administrators or their legal representatives, as the case may be, in Transferor Company.



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(l) With respect to the existing 16,000,000 warrants convertible into equity shares issued by the Transferor Company on September 14,

2010 pursuant to the resolution of the shareholders of the Transferor Company passed through Postal Ballot on September 1, 2010,

upon effectiveness of the Scheme

i. The Transferee Company shall, without any further act or deed, issue and allot to the Warrant holder on the Record Date,

upon the Scheme being effective, such number of warrants in the Transferee Company which are equivalent to the number of

warrants in the Transferor Company existing as on the Effective date and have not been converted into equity shares as on the

Record Date, at the same terms and conditions as applicable to the original warrants in the Transferor Company except that the

entitlement of shares in the Transferee Company against the warrants shall be adjusted for the issue of New Equity Shares in

terms of Clause 14.1 of the Scheme.

ii. 25% of the issue price of Rs. 51/- per warrant already paid by the Warrant holder on allotment of warrants thereof by the

Transferor Company, shall be adjusted against the warrants issued by the Transferee Company pursuant to Clause 15.1 (i) of

the Scheme and the Warrant holder would be required to pay balance of the price agreed, at the time of allotment of equity

shares by the Transferee company pursuant to exercise of option to convert the Warrants.

(m) With respect to the 1% Series B Foreign Currency Convertible Bonds (“FCCBs”) of USD 100,000/- each amounting to USD 20

million convertible into equity shares, issued by the Transferor Company and outstanding as of the Record Date, upon the Scheme

being effective, the Transferee Company shall, without any further application or deed, issue and allot to each of the FCCB holders

whose names appear in the register of the FCCB holders of the Transferor Company as on the Record Date, such number of FCCBs

in the Transferee Company which are equivalent to the number of FCCBs in the Transferor Company existing as on the Effective

date and have not been converted or redeemed as on the Record Date, on the same terms and conditions as applicable to the original

FCCBs of the Transferor Company except that the entitlement of shares in the Transferee Company against the FCCBs shall be

adjusted for share swap ratio issued in terms of Clause 14.1 of the Scheme.

(n) The Transferor Company shall be dissolved without winding up on an order made by the High Court of Bombay under Section 394

of the Companies Act.

The aforesaid are the main clauses of the scheme. The Members are requested to read the entire text of the Scheme to

get acquainted with the provisions thereof as stated above.

19. The warrant-holder of the Applicant Company have consented to the Scheme of Amalgamation.

20. 1% Series B Foreign Currency Convertible Bonds (FCCBs) of the Applicant Company are listed on Luxembourg Stock Exchange. The

Applicant Company in terms of Trust Deed dated 5th March, 2007 between trustees of Foreign Currency Convertible Bonds and the

Applicant Company will comply with procedure of giving notices and advertisement as specied in Trust Deed and also give notice of

the date of hearing of petition to trustees of 1% Series B Foreign Currency Convertible Bonds as directed by the Hon’ble Court.

21. The Proposed Scheme of Amalgamation will not affect Secured and Unsecured Creditors of the Applicant Company in as much as the

Transferee Company will in terms of the Scheme of Amalgamation, take over all the debts, liabilities, duties and obligations as well as

be vested with all the assets and properties of the Applicant Company. After Amalgamation the total assets of the Transferee Company

would be more than sufcient to discharge the liabilities of the Applicant Company as well as that of the Transferee Company. This

Scheme is between shareholders of the Applicant Company and the Transferee Company as contemplated under Section 391(1)(b) and

not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no compromise and/or arrangement

with creditors and creditors of the Applicant Company are not called upon to make any sacrices, hence their interests are not getting

affected in any way.

22. The ratio in which shares will be issued by the Transferee Company to the shareholders of the Applicant Company, was approved by

the board after considering recommendation made by “M/s Ernst & Young, Chartered Accountants” and “Fairness Opinion” from SEBI

registered Category I Merchant Banker “Fortune Financial Services (India) Limited.”

23. The Boards of Directors of the Applicant Company and the Transferee Company have, based on and relying upon expert advice and

on the basis of their independent evaluation and judgment come to the conclusion that the proposed share exchange ratio and valuation

of equity shares of the Applicant Company is fair and reasonable to the shareholders of the Applicant Company and the Transferee

Company, respectively and have accepted the suggested ratio.

24. The Board of Directors of the Applicant Company and the Transferee Company have, at their respective board meeting held on 30th July,

2011 and 29th July, 2011 respectively unanimously approved the Scheme.

25. The Applicant Company is listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

As per the requirements of clause 24(f) of the Listing Agreement, the Applicant Company has made application to BSE and NSE

for obtaining their ”No Objection” to the Scheme of Amalgamation. BSE & NSE have given their “No Objection” to the Scheme of

Amalgamation by letters dated 11th October, 2011 and 7th October, 2011 respectively.

26. No investigation proceedings have been instituted or are pending under Sections 235 to 251 of the Companies Act, 1956 against the

Applicant Company and the Transferee Company.

27. There is no winding up petition pending against the Applicant Company in any court in India.

28. The Directors of the Applicant Company and the Transferee Company may be deemed to be concerned and/or interested in the proposed

Scheme to the extent of Directors in both the Companies or to the extent the said Directors are the partners, directors, members of the

companies, rms, association of persons, bodies corporate and /or beneciary of trust, that hold shares in any of the Companies.



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29. The shareholding of the Directors of the Applicant Company in the Applicant Company and in the Transferee Company either singly or

jointly or as nominee as on 30 th September, 2011 are as under:-

Sr.

No.

Name of the Director of GAIL Equity Shares held in

GAIL Alok No. of Shares % No. of Shares %

1. Mr. Ashok B. Jiwrajka 223,950 1.00 20,046,734 2.542. Mr. Dilip B. Jiwrajka 223,950 1.00 20,283,103 2.573. Mr. Surendra B. Jiwrajka 223,950 1.00 21,071,001 2.674. Mr. Chandrakumar Bubna 125,500 0.56 307,255 0.04

5. Mr. Erich Grabher Nil Nil Nil Nil6. Mr. Suresh G. Rajani Nil Nil Nil Nil7. Mr. Indru Vaswani Nil Nil Nil Nil8. Mr. Surinder K. Bhoan Nil Nil Nil Nil

30. The shareholding of the Directors of the Transferee Company in the Transferee Company and in the Applicant Company either singly

or jointly or as nominee as on 30th September, 2011 are as under:-

Sr.

No.

Name of Directors of Alok Equity Shares held in

Alok GAIL

No. of Shares % No. of Shares %

1. Mr. Ashok B. Jiwrajka 20,046,734 2.54 223,950 1.002. Mr. Dilip B. Jiwrajka 20,283,103 2.57 223,950 1.003. Mr. Surendra B. Jiwrajka 21,071,001 2.67 223,950 1.004. Mr. Chandrakumar Bubna 307,255 0.04 125,500 0.56

5. Mr. K. R. Modi 4,612 0.00 Nil Nil6. Mr. Ashok G. Rajani Nil Nil Nil Nil7. Mr. David Rasquinha 3,500 0.00 Nil Nil8. Mr. Timothy Ingram Nil Nil Nil Nil9. Mrs. Thankom Mathew Nil Nil Nil Nil

10. Ms. Maya Chakravorty 50 0.00 Nil Nil

11. Mr. M. V. Muthu Nil Nil Nil Nil

31. Pursuant to Clause 24(i) of the Listing Agreement with the Stock Exchanges, given herein below is the Shareholding Pattern of the

Applicant Company Pre-Amalgamation

Pre Amalgamation

(A) Shareholding of Promoter and Promoter Group No. of Shares %

1 Indian

(a) Individuals / Hindu Undivided Family 925,500 4.12

(b) Central Government / State Government(s) - -

(c) Bodies Corporate 8,997,234 40.01

(d) Financial Institutions / Banks - -

(e) Any Others (Specify) - -

Sub-Total (A) (1) 9,922,734 44.13

2 Foreign

(a) Individuals (Non-Resident Individuals / Foreign Individuals) - -

(b) Bodies Corporate 787,500 3.50

(c) Institutions - -

(d) Any Others (Specify) - -

Sub Total (A) (2) 787,500 3.50

Total Shareholding of Promoter and Promoter Group (A) = (A)(1) + (A)(2) 10,710,234 47.63

(B) Public Shareholding

1 Institutions

(a) Mutual Funds / UTI 648,500 2.88(b) Financial Institutions / Banks - -

(c) Central Government / State Government(s) - -

(d) Venture Capital Funds - -

(e) Insurance Companies - -

(f) Foreign Institutional Investors 1,625,529 7.23

(g) Foreign Venture Capital Investors - -

(h) Any Others (Specify) - -

Sub Total (B)(1) 2,274,029 10.11

2 Non- Institutions

(a) Bodies Corporate 1,383,229 6.15



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(b) Individuals

(i) Individual shareholders holding nominal share capital up to Rs. 1 lakh 1,005,058 4.47

(ii) Individual shareholders holding nominal share capital excess of Rs. 1 lakh 4,305,763 19.15

(c) Any Others (Specify)

(i) Clearing Member 29,378 0.13

(ii) Market Maker 6,692 0.03

(iii) NRI’s (Rept) 126,790 0.56

(iv) NRI’s (Non Rept) 9,525 0.04

(v) Foreign Companies 2,368,158 10.53(vi) HUF 266,144 1.19

(vii) Trust - -

Sub Total (B)(2) 9,500,737 42.26

Total Public Holding B =(B(1)+B(2) 11,774,766 52.37

Total (A) + (B) 22,485,000 100.00

(C) Shares held by custodians and against which Depository Receipts have been issued

(i) Promoter and Promoter Group - -

(ii) Public - -

Sub-Total (C) - -

Grand Total (A) + (B) + (C) 22,485,000 100.00

Note: Above working of shareholding pattern has been worked out based on the shareholding pattern of the Applicant Company

pre-Amalgamation as on 30th September, 2011.

32. Pursuant to Clause 24(i) of the Listing Agreement with the Stock Exchanges, given herein below is the Shareholding Pattern of the

Transferee Company Pre-& Post Amalgamation.Pre Amalgamation Post Amalgamation

without Conversion of Warrants and FCCBs

Post Amalgamationwith Conversion of

Warrants and FCCBs#(A) Shareholding of Promoter and Promoter

GroupNo. of Shares % No. of Shares % No. of Shares %

1 Indian(a) Individuals / Hindu Undivided Family 64,126,016 8.14 65,052,716 8.03 65,052,716 7.71(b) Central Government / State Government(s) - - - - - -(c) Bodies Corporate 171,085,088 21.72 160,622,940 19.82 160,622,940 19.04(d) Financial Institutions / Banks - - - - -(e) Any Others (Alok Benet Trust) - - 19,459,382 2.40 19,459,382 2.31

Sub-Total (A) (1) 235,211,104 29.86 245,135,038 30.25 245,135,038 29.06

2 Foreign -(a) Individuals (Non-Resident Individuals / Foreign

Individuals)695,180 0.09 695,180 0.09 695,180 0.08

(b) Bodies Corporate - - 787,500 0.10 787,500 0.10(c) Institutions - - - - - -(d) Any Others (Specify) - - - - - -

Sub Total (A) (2) 695,180 0.09 1,482,680 0.19 1,482,680 0.18

Total Shareholding of Promoter andPromoter Group (A) = (A)(1) + (A)(2)

235,906,284 29.95 246,617,718 30.44 246,617,718 29.24

(B) Public Shareholding

1 Institutions 1,160,200 0.15 1,808,700 0.22 1,808,700 0.21(a) Mutual Funds / UTI 90,939,945 11.54 90,939,945 11.22 90,939,945 10.78(b) Financial Institutions / Banks - - - - - -(c) Central Government / State Government(s) - - - - - -(d) Venture Capital Funds - - - - - -(e) Insurance Companies - - - - - -(f) Foreign Institutional Investors 133,940,050 17.00 135,565,579 16.73 152,863,618 18.12(g) Foreign Venture Capital Investors - - - - - -(h) Any Others (Specify) - - - - - -

Sub Total (B)(1) 226,040,195 28.69 228,314,224 28.17 245,612,263 29.11

2 Non- Institutions

(a) Bodies Corporate 67,601,425 8.58 68,984,654 8.51 84,984,654 10.07(b) Individuals

(i) Individual shareholders holding nominalshare capital up to Rs. 1 lakh

129,914,135 16.49 130,917,993 16.16 130,917,993 15.52

(ii) Individual shareholders holding nominalshare capital in excess of Rs. 1 lakh

70,733,727 8.98 75,039,490 9.26 75,039,490 8.90

(c) Any Others (Specify)(i) Clearing Member 6,634,182 0.84 6,663,560 0.82 6,663,560 0.79(ii) Market Maker 1,119,490 0.14 1,126,182 0.14 1,126,182 0.13



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(iii) NRI’s (Rept) 5,633,840 0.72 5,760,630 0.71 5,760,630 0.68(iv) NRI’s (Non Rept) 1,514,163 0.19 1,523,688 0.19 1,523,688 0.18(v) Foreign Companies 42,638,568 5.41 45,006,726 5.56 45,006,726 5.34(vi) HUF - - 266,144 0.03 266,144 0.03(vii) Trust 45,348 0.01 45,348 0.01 45,348 0.01(viii)OCBs 3,000 0.00 3,000 0.00 3,000 0.00Sub Total (B)(2) 325,837,878 41.36 335,337,415 41.39 351,337,415 41.65

Total Public Holding B = (B)(1) + (B)(2) 551,878,073 70.05 563,651,639 69.56 596,949,678 70.76

Total (A) + (B) 787,784,357 100.00 810,269,357 100.00 843,567,396 100.00

(C) Shares held by custodians and against whichDepository Receipts have been issued

(i) Promoter and Promoter Group - - - -(ii) Public - - - -Sub-Total (C) - - - -Grand Total (A) + (B) + (C) 787,784,357 100.00 810,269,357 100.00 843,567,396 100.00

Note: # Above working of post Amalgamation shareholding pattern has been worked out based on the shareholding patternof the Transferee Company pre-Amalgamation as on 30th September, 2011 and assuming:

1. Conversion of 16,000,000 outstanding warrants into 16,000,000 Equity Shares at a xed price of Rs. 51/- pershare.

2. Conversion of balance outstanding FCCB, aggregating to USD 20 million into 17,298,039 equity shares at a priceof Rs. 51/- per share (Fixed RBI rate @ Rs. 44.11 of USD 1/-).

1. The Post Amalgamation Shareholding of the Transferee Company aforesaid would stand increased to the extent of exercise of employees stock options proposed to be issued by the Transferee Company under its Employees Stock

Option Scheme-2010 subject to maximum of upto 2,50,00,000 Equity Stock Options. The Employees Stock OptionScheme-2010 has come into effect from 28th January, 2011. However as on date the Transferee Company has notgranted options to its employees.

33. The following documents will be open for inspection at the Registered Ofce of the Applicant Company on any working day (exceptSaturdays, Sundays and Public Holidays) between 11:00 a.m. to 1:00 p.m. prior to the date of the meeting:

• Memorandum and Articles of Association of Grabal Alok Impex Limited, the Applicant Company and Alok Industries Limited, theTransferee Company.

• Latest Audited Financial Accounts for the year ended on 31st March, 2011 of Grabal Alok Impex Limited, the Applicant Company.

• Unaudited Balance Sheet, Prot & Loss Account for period upto 30th June, 2011 of Grabal Alok Impex Limited, the ApplicantCompany.

• Latest Audited Financial Accounts for the year ended on 31st March, 2011 of Alok Industries Limited, the Transferee Company.

• Unaudited Balance Sheet, Prot & Loss Account for the period upto 30th June, 2011 of Alok Industries Limited, the TransfereeCompany.

• Scheme of Amalgamation.• Copy of Valuation Report of M/s Ernst & Young, Chartered Accountants dated 29th July, 2011 in relation to share exchange ratio

for amalgamation of Grabal Alok Impex Limited with Alok Industries Limited.

• Copy of Fairness Opinion dated 29th July, 2011 issued by Fortune Financial Services (India) Limited, SEBI registered Category IMerchant Banker.

• Copy of letters dated 11th October, 2011 and 7th October, 2011 issued by the Bombay Stock Exchange Limited and National Stock Exchange of India Limited respectively giving their no objection to the Scheme.

• Register of Directors’ shareholdings of the Applicant Company.

• Copy of the record and proceedings in the Company Summons for Direction No.631 of 2011.

• Certied copy of the Order dated 14th October, 2011 passed by the Hon’ble High Court of Judicature at Bombay in CompanySummons for Direction No.631 of 2011 directing the convening of the meeting of the Equity Shareholders of the ApplicantCompany.

This statement may be treated as the Explanatory statement under Section 173 and also Section 393 of the Companies Act, 1956.A copy of the Scheme of Amalgamation and Explanatory Statement may be obtained from the Registered ofce of the ApplicantCompany and/or at the ofce of the Advocate for the Applicant Company, M/s Hemant Sethi & Co., 302 Satnam Building, 3-ASion (West), Mumbai 400 022.

Sd/-Surendra B. Jiwrajka

Chairman Appointed for the meeting

Dated this 17th day of October, 2011

Registered Ofce:

249/1, Vasona, Silvassa-Khanvel Road,Silvassa-396 230,




12

SCHEME OF AMALGAMATION

OF


WITH

ALOK INDUSTRIES LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORSUNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956

DESCRIPTION OF COMPANIES

1. Alok Industries Limited (‘ALOK’) is a leading diversied manufacturer of world-class home textiles, garments, apparel fabrics and

polyester yarns, selling directly to manufacturers, exporters, importers, retailers and to some of the world’s top brands.

2. Grabal Alok Impex Limited (‘GAIL’) is promoted by Alok Industries Limited in technical and nancial collaboration with Grabal Albert

Grabher Gesellschaft m.b.H & Co., of Austria. GAIL is engaged in the manufacturing of all kinds of embroidered products having wide

application in home textiles, apparel fabrics and garments.

PARTS OF THE SCHEME

The Scheme of Amalgamation is divided in the following parts:

1. PART A which deals with denitions and share capital structure;

2. PART B which deals with amalgamation of GAIL with ALOK;

3. PART C which deals with other terms and conditions.

PART A – DEFINITIONS AND SHARE CAPITAL STRUCTURE

1 DEFINITIONS

In this Scheme (as dened hereinafter), unless inconsistent with the subject or context, the following expressions shall have the meaning

as mentioned herein below:

1.1 ‘Act’ or ‘the Act’ means the Companies Act, 1956 including any statutory modication, re-enactment or amendment thereof for

the time being in force.

1.2 ‘ALOK’ or ‘Transferee Company’ means Alok Industries Limited a company incorporated under the Act and having its

registered ofce at 17/5/1, 521/1, Village Rakholi/Sayli, Silvassa-396 230, Union Territory of Dadra and Nagar Haveli, India.

1.3 ‘Appointed Date’ means opening business hours of 1st day of April, 2011.

1.4 ‘Board of Directors’ in relation to Alok Industries Limited and Grabal Alok Impex Limited as the case may be, shall, unless it be repugnant to the context or otherwise, includes a Committee of Directors or any person authorized by the Board of Directors

or such Committee of Directors.

1.5 ‘BSE’ means Bombay Stock Exchange Limited.

1.6 ‘Court’ or ‘High Court’ means the Honourable High Court of Judicature at Bombay or such other tribunal or authority having

jurisdiction to sanction the Scheme.

1.7 ‘GAIL’ or ‘Transferor Company’ means Grabal Alok Impex Limited, a company incorporated under the Act and having its

registered ofce at 249/1, Village Vasona, Silvassa – 396 230, Union Territory of Dadra and Nagar Haveli, India.

1.8 ‘Effective Date’ means the last of the dates on which the certied or authenticated copies of the orders passed by the High Court

sanctioning the Scheme is led with the Registrar of Companies, Gujarat at Ahmedabad. Any references in the Scheme to “on the

Scheme becoming effective” or “upon the Scheme becoming effective” or “effectiveness of the Scheme” shall mean with respect

to the “Effective Date”.

1.9 ‘Free Reserves’ means uncommitted reserves, not being capital reserves, available without limitation for all purposes includingdeclaration of dividends and bonus shares.

1.10 ‘NSE’ means National Stock Exchange of India Limited.

1.11 ‘Record Date’ means the date to be xed by the Board of Directors of ALOK for the purpose of determining the shareholders of

GAIL to whom shares will be allotted pursuant to this Scheme in terms of Clause 14.1 hereof post Effective Date.

1.12 Scheme of Amalgamation’ or ‘Scheme’ or ‘the Scheme’ or ‘this Scheme’ means this Scheme of Amalgamation in its present

form as submitted to the Court with modication(s) if any made under Clause 21 of this Scheme.

1.13 ‘Undertaking’ means:

(a) All the assets and property of the Transferor Company as on the Appointed Date;

(b) All the secured and unsecured debts, liabilities, duties and obligations of the Transferor Company as on the Appointed Date;



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(c) Without prejudice to the generality of sub clause (a) above, the undertaking shall include all the Transferor Company’s

assets and properties, whether movable or immovable, real or personal, in possession or reversion, corporeal or incorporeal,

tangible or intangible, present or contingent and including but not limited to land and building, all xed and movable plant

and machinery, vehicles, xed assets, IT infrastructure, work in progress, current assets, investments including investments

in subsidiaries, associates, joint ventures, etc, reserves, provisions, funds, licenses, registrations, certicates, permissions,

consents, approvals, concessions (including but not limited to service tax, excise duty, central sales tax, applicable state value

added tax and other incentives of any nature whatsoever), remissions, remedies, subsidies, guarantees, bonds, copyrights,

patents, brands and other intellectual property rights of any nature whatsoever and licenses in respect thereof, trade names,

trademarks and other rights and licenses in respect thereof, applications pending with authorities for such copyrights, patents,

trade names, and trademarks, leases, leave and license agreements, tenancy rights, premises, ownership ats, hire purchaseand lease arrangements, lending arrangements, benets of security arrangements, computers, insurance policies, ofce

equipment, telephones, telexes, facsimile connections, communication facilities, equipment and installations and utilities,

electricity, water and other service connections, contracts and arrangements, powers, authorities, permits, allotments,

privileges, liberties, advantages, easements and all the right, title, interest, goodwill, benets and advantages, deposits,

preliminary expenses, benet of deferred revenue expenditure, provisions, advances, receivables, deposits, funds, cash, bank

balances, accounts and all other rights, benets of all agreements, subsidies, grants, incentives, accumulated and unabsorbed

tax losses and allowance for unabsorbed depreciation, tax credits (including but not limited to credits in respect of income

tax, minimum alternate tax, central sales tax, applicable state value added tax, service tax, excise duty etc.), and other claims

and powers, all books of accounts, documents and records of whatsoever nature and wheresoever situated belonging to or in

the possession of or granted in favour of or enjoyed by the Transferor Company, as on the Appointed Date.

(d) All records, les, papers, computer programs, processes, softwares – licensed and owned, 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

above undertaking.

1.14 All terms and words not dened 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 Income Tax Act, 1961 or any other applicable laws, rules, regulations, bye laws,

as the case may be, including any statutory modication or re-enactment thereof from time to time

2 DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out herein in its present form or with any modication(s) approved or imposed or directed by the High Court, unless

otherwise specied in the Scheme, shall be operative from the Appointed Date but shall be effective from the Effective Date.

3 SHARE CAPITAL

3.1 The authorised, issued, subscribed and paid up share capital of Transferor Company as per Balance Sheet dated March 31, 2011

is as under:

Particulars Amount (Rs)

Authorised capital


TOTAL 1,000,000,000.00


22,485,000 Equity Shares of Rs.10/- each fully paid up 224,850,000.00

TOTAL 224,850,000.00

Subsequent to the aforesaid Balance Sheet date, there is no change in the authorised, issued, subscribed and paid up share capital

of the Transferor Company.

3.2 The authorised, issued, subscribed and paid up share capital of Transferee Company as per Balance Sheet dated March 31, 2011

is as under:

Particulars Amount (Rs)

Authorised capital


TOTAL 9,000,000,000.00Issued, subscribed and paid up capital

78,77,84,357 Equity shares of Rs.10/- each fully paid up 7,877,843,570.00

TOTAL 7,877,843,570.00

Subsequent to the aforesaid Balance Sheet date, there is no change in the authorised, issued, subscribed and paid up share capital

of the Transferee Company.

PART B - AMALGAMATION

4 TRANSFER OF UNDERTAKING

4.1 Subject to the provisions of this Scheme as specied herein and with effect from the Appointed Date, upon this Scheme coming

into effect, the entire undertaking of the Transferor Company shall be transferred to and stand vested in or be deemed to be

transferred to and stand vested in the Transferee Company in the following manner:



14

(a) The undertaking of the Transferor Company comprising of its business, all assets and liabilities of whatsoever nature and

wheresoever situated, and particularly the immovable property incapable of passing by manual delivery including licences,

permits, quotas, incentives, subsidies, approvals, rights, claims, leases, tenancy rights, liberties, patents, trade marks and

import quotas shall, under the provisions of Section 391 read with Section 394 and all other applicable provisions, if any,

of the Act, without any further act or deed (save as provided in Sub-clauses (b) and (c) below), be transferred to and stand

vested in and/ or be deemed to be transferred to and stand vested in the Transferee Company as a going concern from the

date of appointed date so as to become the undertaking of the Transferee Company and to vest in the Transferee Company

all the rights, title, interest or obligations of the Transferor Company therein.

Provided that for the purpose of giving effect to the vesting order passed under Section 391 to 394 in respect of this Scheme,

the Transferee Company shall at any time pursuant to the orders on this Scheme be entitled to get effected the change in

the title and the appurtenant legal right(s) upon the vesting of such property (including immovable assets / properties) of

the Transferor Company in accordance with the provisions of Section 391 to 394 of the Act, at the ofce of the respective

Registrar of Assurances or any other concerned authority, where any such property is situated.

(b) All the movable assets including cash in hand, if any, of the Transferor Company capable of passing by manual delivery or

by endorsement and delivery, shall be so delivered or endorsed and delivered, as the case may be, to the Transferee Company.

The plant and machinery of the Transferor Company, which are fastened to land and/or buildings continue to remain movable

properties inter alia because the said plant and machinery are fastened to land only with a view to have better enjoyment of

the movable properties.

(c) In respect of movables other than those specied in sub clause (b) above, including sundry debtors, outstanding loans

and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with

Government, Semi-Government, local and other authorities and bodies, customers and other persons, the same shall, without

any further act, instrument or deed, be transferred to and stand vested in and /or be deemed to be transferred to and stand

vested in the Transferee Company under the provisions of Sections 391 to 394 of the Act.

(d) In relation to the assets, properties and rights including rights arising from contracts, deeds, instruments and agreements, if

any, belonging to the Transferor Company, which require separate documents of transfer including documents for attornment

or endorsement, as the case may be, the Transferee Company will execute the necessary documents of transfer including

documents for attornment or endorsement, as the case may be, as and when required.

(e) With effect from the Appointed Date, all debts, liabilities, duties and obligations of every kind, nature, description, whether

or not provided for in the books of accounts and whether disclosed or undisclosed in the nancial statements of the Transferor

Company shall also, under the provisions of Sections 391 to 394 of the Act, without any further act or deed, be transferred to

or be deemed to be transferred to the Transferee Company so as to become as from the Appointed Date the debts, liabilities,

duties and obligations of the Transferee Company and it shall not be necessary to obtain the consent of any third party or

other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations

have arisen, in order to give effect to the provisions of this sub clause.

However, the Transferee Company may, at any time, after the coming into effect of this Scheme in accordance hereof, if

so required, under any law or otherwise, execute deeds of conrmation in favour of the creditors/lenders of the Transferor Company or in favour of any other party to the contract or arrangement to which the Transferor Company is a party or any

writing, as may be necessary, in order to give formal effect to the above provisions. The Transferee Company shall under the

provisions of the Scheme be deemed to be authorized to execute any such writings on behalf of the Transferor Company as

well as to implement and carry out all such formalities and compliances referred to above.

(f) The transfer and vesting of the undertaking of the Transferor Company as aforesaid shall be subject to the existing securities,

charges and mortgages, if any, subsisting, over or in respect of the property and assets or any part thereof of the Transferor

Company.

Provided however that any reference in any security documents or arrangements (to which the Transferor Company is

a party) pertaining to the assets of the Transferor Company offered or agreed to be offered as security for any nancial

assistance or obligation, shall be construed as reference only to the assets pertaining to the undertaking of the Transferor

Company as are vested in the Transferee Company by virtue of the aforesaid Clauses, to the end and intent that such security,

charge and mortgage shall not extend or be deemed to extend, to any of the other assets of the Transferor Company or any

of the assets of the Transferee Company.Provided further that the securities, charges and mortgages (if any subsisting) over and in respect of the assets or any part

thereof of the Transferee Company shall continue with respect to such assets or part thereof and this Scheme shall not operate

to enlarge such securities, charges or mortgages to the end and intent that such securities, charges and mortgages shall not

extend or be deemed to extend, to any of the assets of the Transferor Company vested in the Transferee Company.

Provided always that this Scheme shall not operate to enlarge such securities, charges or mortgages for any nancial assistance

or obligation created by the Transferor Company which shall vest in the Transferee Company by virtue of amalgamation of

the Transferor Company with the Transferee Company and the Transferee Company shall not be obliged to create any further

or additional security therefor after the amalgamation has become operative.

(g) Upon the Scheme coming into effect, the borrowing limits of the Transferee Company in terms of Section 293(1)(d) of the

Act, shall without any further act or deed, stand enhanced by an amount equivalent to the authorised borrowing limits of



15

the Transferor Company, such limits being incremental to the existing limits of the Transferee Company. The Transferee

Company may thereafter increase these limits as enhanced from time to time by obtaining sanction from its shareholders in

accordance with the provisions of the Act.

(h) Loans or other obligations, if any, due between the Transferor Company and the Transferee Company shall stand discharged

and there shall be no liability in that behalf with effect from the Appointed Date.

(i) All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name

of the Transferor Company on or after the Effective Date shall be accepted by the bankers of the Transferee Company and

credited to the account of the Transferee Company, if presented by the Transferee Company. Any legal proceedings by

or against the Transferor Company in relation to cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Transferor Company on or after the Effective Date shall be instituted,

or as the case may be, continued in accordance with the laws applicable to criminal proceedings.

4.2 The Transferee Company shall under the provisions of the Scheme be deemed upon this Scheme coming into effect, to be

authorised to execute any such writings on behalf of the Transferor Company, to implement and carry out all formalities and

compliances, if required, referred to above.

5 LEGAL PROCEEDINGS

5.1 All legal proceedings of whatsoever nature by or against the Transferor Company pending and/or arising at the Appointed Date

shall be continued and/or enforced until the Effective Date by the Transferor Company. In the event of the Transferor Company

failing to continue or enforce any legal proceeding, the same may be continued or enforced by the Transferee Company, at the cost

of the Transferee Company. As and from the Effective Date, the legal proceedings shall be continued and enforced by or against

the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or

against the Transferor Company.

Further, the aforementioned proceedings shall not abate or be discontinued nor be in any way prejudicially affected by reason of the amalgamation of the Transferor Company with the Transferee Company or anything contained in the Scheme.

5.2 On and from the Effective Date, the Transferee Company shall and may, if required, initiate any legal proceedings in relation

to the Transferor Company in the same manner and to the same extent as would or might have been initiated by the Transferor

Company.

6 CONTRACTS, DEEDS AND OTHER INSTRUMENTS

6.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds, agreements, lease agreements, leave and license

agreements, licenses, engagements, certicates, permissions, consents, approvals, concessions, and incentives (including but not

limited to benets under the Income Tax Act, 1961, service tax laws, excise duty laws, central sales tax, applicable state value

added tax laws and other incentives), remissions, remedies, subsidies, guarantees and other instruments, if any, of whatsoever

nature to which the Transferor Company is a party and which have not lapsed and are subsisting or having effect on the Effective

Date shall be in full force and effect against or in favour of the Transferee Company, (as the case may be) and may on this Scheme

becoming effective, be enforced by or against the Transferee Company as fully and effectually as if, instead of the Transferor

Company, the Transferee Company had been a party thereto. The Transferee Company may thereupon enter into and/or issue and/or execute deeds, writings or conrmations or enter into any tripartite arrangements, conrmations or novations, to which the

Transferor Company will, if necessary, also be party in order to give formal effect to the provisions of this Scheme, if so required

or if so considered necessary. The Transferee Company shall be deemed to be authorised to execute any such deeds, writings

or conrmations on behalf of the Transferor Company and to implement or carry out all formalities required on the part of the

Transferor Company to give effect to the provisions of this Scheme.

7 SAVING OF CONCLUDED TRANSACTIONS

7.1 The transfer of undertaking under Clause 4 above and the continuance of proceedings by or against the Transferee Company

under Clause 5.1 above and Clause 20.3 below and the effectiveness of contracts and deeds under Clause 6 above shall not affect

any transaction or proceedings or contracts or deeds already concluded by the Transferor Company on or before the Appointed

Date and 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 done and executed by the Transferor Company in respect thereto as done and executed on behalf of itself.

8 STAFF, WORKMEN AND EMPLOYEES

8.1 On the Scheme coming into effect, all staff, workmen and employees of the Transferor Company in service on such date shall

be deemed to have become staff, workmen and employees of the Transferee Company without any break in their service and the

terms and conditions of their employment with the Transferee Company shall not be less favorable than those applicable to them

as staff, workmen and employees of the Transferor Company on the Effective Date.

8.2 It is expressly provided that, in so far as the Gratuity Fund, Provident Fund, Super Annuation Fund or any other Special Scheme(s)/

Fund(s) (hereinafter referred as “Fund or Funds”) created or existing for the benet of the staff, workmen and employees of the

Transferor Company is concerned, upon the Scheme coming into effect, the Transferee Company shall stand substituted for

the Transferor Company for all purposes whatsoever in relation to the administration or operation of such Fund or Funds or in

relation to the obligation to make contributions to the said Fund or Funds in accordance with the provisions thereof as per the

terms provided in the respective Fund or Funds, if any, to the end and intent that all rights, duties, powers and obligations of the

Transferor Company in relation to such Fund or Funds shall become those of the Transferee Company and all the rights, duties



16

and benets of the staff, workmen and employees of the Transferor Company under such Fund or Funds shall be protected, subject

to the provisions of law for the time being in force. It is claried that the services of the staff, workmen and employees of the

Transferor Company will be treated as having been continuous for the purpose of the said Fund or Funds.

8.3 In so far as the Fund or Funds created or existing for the benet of the staff, employees and workmen of the Transferor Company

are concerned upon the coming into effect of this Scheme, balances lying in the accounts of the staff, employees and workmen

of the Transferor Company in the said Fund or Funds as on the Effective Date shall stand transferred from the respective Fund or

Funds of the Transferor Company to the corresponding Fund or Funds set up by the Transferee Company.

8.4 It is expressly provided that Employees Stock Option Scheme (ALOK ESOS 2010) of the Transferee Company shall be applicable

to all such employees of the Transferor Company who will be transferred to Transferee Company on effective date.9 CONDUCT OF BUSINESS TILL EFFECTIVE DATE

9.1 With effect from the Appointed Date and upto the Effective Date:

(a) The Transferor Company shall carry on its business with reasonable diligence and in the same manner as it had been doing

hitherto before, and the Transferor Company shall not alter or substantially expand its business except with the written

concurrence of the Transferee Company.

(b) The Transferor Company shall not, without the written concurrence of the Transferee Company, alienate, charge or encumber

its undertaking/ part of its undertaking, except in the ordinary course of business or pursuant to any pre-existing obligation

undertaken prior to the date of acceptance of the Scheme by the Board of Directors of the Transferor Company.

9.2 On and after the Appointed Date and until the Effective Date, the Transferor Company shall not without the prior written approval

of the Board of Directors of the Transferee Company except as contemplated under the Scheme, issue or allot any further

securities, either by way of rights or bonus or otherwise.

9.3 With effect from the Effective Date, the Transferee Company shall commence and carry on and shall be authorised to carry on the

businesses carried on by the Transferor Company.

9.4 The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Central Government and all other

agencies, departments and authorities concerned as are necessary under any law for such consents, approvals and sanctions which

the Transferee Company may require to own and carry on the business of the Transferor Company, after the Scheme becomes

effective.

10 BUSINESS AND PROPERTY IN TRUST FOR TRANSFEREE COMPANY

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

(a) The Transferor Company shall carry on and be deemed to have carried on its business and activities and shall stand possessed

of its undertaking, in trust for the Transferee Company and shall account for the same to the Transferee Company.

(b) Any income or prot accruing or arising to the Transferor Company and all costs, charges, expenses and losses or taxes

(including but not limited to advance tax, tax deducted at source, minimum alternate tax credit, taxes withheld/paid in a

foreign country, etc), incurred by the Transferor Company shall for all purposes be treated as the income, prots, costs,

charges, expenses and losses or taxes, as the case may be, of the Transferee Company and shall be available to the TransfereeCompany for being disposed off in any manner as it thinks t, upon the Scheme becoming effective.

10.2 With effect from the Appointed Date, all debts, liabilities, duties and obligations of the Transferor Company as on the close of

business on the date preceding the Appointed Date, whether or not provided in the books of the Transferor Company, and all debts,

liabilities, duties and obligations which arise or accrue on or after the Appointed Date shall be deemed to be the debts, liabilities,

duties and obligations of the Transferee Company, upon the Scheme coming into effect.

11 DIVIDENDS

11.1 The Transferor Company and the Transferee Company shall be entitled to declare and pay dividends to their respective shareholders

in respect of the accounting period commencing from and after Appointed Date and upto the Effective Date. The dividend, if

any, shall be declared by the Transferor Company only with the prior written consent of the Board of Directors of the Transferee

Company.

11.2 It is claried that the provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed

to confer any right on any shareholders 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 Board of Directors of the TransfereeCompany, subject to such approval of the shareholders, as may be required.

12 TRANSFER OF SHARES OF TRANSFEROR COMPANY HELD BY TRANSFEREE COMPANY

12.1 The equity shares of the Transferor Company, held by the Transferee Company, if any as on the Effective Date, shall not get

cancelled but shall pursuant to this Scheme, upon the Scheme becoming effective, stand transferred to and vested in the Board

of Trustees (including the survivor or survivors of any of the trustees comprising such board of trustees) (hereinafter referred

to as the “Trustees”) of the Trust (hereinafter referred to as the “Alok Benet Trust”) to be settled by the Transferee Company,

and the said equity shares of Transferor Company shall be held by the Trustees of Alok Benet Trust for the benet of the

Transferee Company. The trustees of the Alok Benet Trust shall hold such shares with all additions or accretions thereto in trust

for the benet of the Transferee Company and its successor/successors subject to the powers, provisions, discretions, rights and

agreements contained in the Alok Benet Trust Deed on such terms and conditions as may be set out in the Alok Benet Trust

Deed.



17

13 TRANSFER OF SHARES OF TRANSFEREE COMPANY HELD BY TRANSFEROR COMPANY.

13.1 The equity shares of the Transferee Company, held by the Transferor Company, if any as on the Effective Date, shall not get


Trustees (including the survivor or survivors of any of the trustees comprising such board of trustees) (hereinafter referred to as

the “Trustees”) of the Trust (hereinafter referred to as the Alok Benet Trust) to be settled by the Transferor Company, and the

said equity shares of the Transferee Company shall be held by the Trustees of Alok Benet Trust for the benet of the Transferee

Company. The trustees of Alok Benet Trust shall hold such shares with all additions or accretions thereto in trust for the benet

of the Transferee Company and its successor or successors subject to the powers, provisions, discretions, rights and agreements

contained in the Alok Benet Trust Deed on such terms and conditions as may be set out in the Alok Benet Trust Deed.

14 ISSUE OF SHARES BY THE TRANSFEREE COMPANY

14.1 Upon this Scheme becoming effective and upon amalgamation of the Transferor Company into the Transferee Company in

terms of this Scheme, the Transferee Company shall, without any further application or deed, issue and allot shares, credited as

fully paid up, to the extent indicated below, to the shareholders of the Transferor Company holding fully paid up equity shares

in Transferor Company and whose names appear in the register of shareholders of the Transferor Company on the Record Date,

or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title, as the case

may be, in the following proportion viz.

“1 (one) equity share of Rs.10 each fully paid up (hereinafter referred as “New Equity Shares”) of the Transferee Company shall

be issued and allotted for every 1 (one) equity shares of Rs.10 each fully paid up held in the Transferor Company.”

14.2 Upon allotment of New Equity Shares pursuant to Clause 14.1 above, the shares or the share certicates of the Transferor

Company in relation to the shares held by its shareholders shall, without any further application, act, instrument or deed be

deemed to have been automatically cancelled and be of no effect. The New Equity Shares to be issued by the Transferee Company

shall be issued in demat form unless communicated otherwise in writing by the shareholder on or before such date as may be

determined by the Board of Directors of the Transferee Company.

14.3 The New Equity Shares in the Transferee Company to be issued to shareholders of Transferor Company pursuant to Clause 14.1

above shall rank pari passu in all respects, including dividend with the existing equity shares of the Transferee Company.

14.4 The issue and allotment of New Equity Shares in the Transferee Company to the shareholders of the Transferor Company as

provided in the Scheme as an integral part thereof, shall be deemed to have been carried out as if the procedure laid down under

Section 81(1A) and any other applicable provisions of the Act were duly complied with.

14.5 The New Equity Shares to be issued and allotted in terms hereof will be subject to the relevant clauses of the Memorandum and

Articles of Association of the Transferee Company.

14.6 The New Equity Shares of Transferor Company issued in terms of Clause 14.1 above, subject to applicable regulations, shall be

listed and/or admitted to trading on the BSE and NSE where the existing equity shares of Transferee Company are listed and/or

admitted to trading.

14.7 For the purpose of issue of New Equity Shares to the shareholders of the Transferor Company, the Transferee Company shall, if

and to the extent required, apply for and obtain the required statutory approvals including approval of Reserve Bank of India andother concerned regulatory authorities for the issue and allotment by the Transferee Company of such equity shares.

15 ISSUE OF WARRANTS BY THE TRANSFEREE COMPANY

15.1 With respect to the existing 16,000,000 warrants convertible into equity shares issued by the Transferor Company on September

14, 2010 pursuant to the resolution of the shareholders of the Transferor Company passed through Postal Ballot on September 1,

2010, upon effectiveness of the Scheme:

(a) The Transferee Company shall, without any further act or deed, issue and allot to the Warrant holder whose names appear in

the register of the warrant holders of the Transferor Company as on the Record Date, upon the Scheme being effective, such

number of warrants in the Transferee Company which are equivalent to the number of warrants in the Transferor Company

existing as on the Effective date and have not been converted into equity shares as on the Record Date, at the same terms

and conditions as applicable to the original warrants in the Transferor Company except that the entitlement of shares in the

Transferee Company against the warrants shall be adjusted for the issue of New Equity Shares in terms of Clause 14.1 above

(b) 25% of the issue price of Rs. 51/- per warrant already paid by the Warrant holder on allotment of warrants thereof by the

Transferor Company, shall be adjusted against the warrants issued by the Transferee Company pursuant to Clause 15.1 (i)above and the Warrant holder would be required to pay balance of the price agreed, at the time of allotment of equity shares

by the Transferee company pursuant to exercise of option to convert the Warrants.

16 ISSUE OF FCCBs BY THE TRANSFEREE COMPANY

16.1 With respect to the 1% Series B Foreign Currency Convertible Bonds (“FCCBs”) of USD 100,000/- each amounting to USD 20

million convertible into equity shares, issued by the Transferor Company and outstanding as of the Record Date, upon the Scheme

being effective, the Transferee Company shall, without any further application or deed, issue and allot to each of the FCCB

holders whose names appear in the register of the FCCB holders of the Transferor Company as on the Record Date, such number

of FCCBs in the Transferee Company which are equivalent to the number of FCCBs in the Transferor Company existing as on the

Effective date and have not been converted or redeemed as on the Record Date, on the same terms and conditions as applicable

to the original FCCBs of the Transferor Company except that the entitlement of shares in the Transferee Company against the

FCCBs shall be adjusted for share swap ratio issued in terms of Clause 14.1 above.



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17 DISSOLUTION OF THE TRANSFEROR COMPANY

17.1 On the Scheme coming into effect, the Transferor Company shall, without any further act or deed, stand dissolved without

winding up.

18 ACCOUNTING TREATMENT

18.1 The Transferee Company shall upon the Scheme coming into effect, record all assets, liabilities and reserves, of the Transferor

Company vested in it pursuant to this Scheme, at the respective book values thereof and in the same form as appearing in the

books of the Transferor Company at the close of business of the day immediately preceding the Appointed Date.

18.2 The Transferee Company shall credit to its Equity Share Capital account the aggregate face value of the New Equity Shares,

issued and allotted by it to the shareholders of the Transferor Company pursuant to Clause 14.1 of this Scheme

18.3 Upon the Scheme becoming effective, investment in Transferor Company held by Transferee Company shall be recorded as

‘Interest in Alok Benet Trust’ at the same value appearing in the books of the Transferee Company as at 31st March 2011.

18.4 The difference, being the excess in the recorded value of assets in the books of accounts of the Transferee Company over the

recorded value of liabilities in the books of accounts of the Transferee Company, the value of reserves in the books of accounts

of the Transferee Company and the face value of New Equity Shares issued and allotted pursuant to Clause 14.1, shall stand

transferred to Capital Reserve account in the books of accounts of Transferee Company. In case of there being a shortfall, the

same shall be adjusted rstly against the Capital Reserve account and thereafter against the General reserve account in the books

of accounts of Transferee Company.

18.5 To the extent there are inter-corporate loans or balances between the Transferor Company and the Transferee Company, the

obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of accounts and records

of the Transferee Company for the reduction of any assets or liabilities, as the case may be.

18.6 In case of any differences in accounting policy between Transferor Company and Transferee Company, the accountings policies

followed by Transferee Company shall prevail and the difference till the Appointed Date will be quantied and adjusted in thereserves, to ensure that the nancial statements of Transferee Company reect the nancial position on the basis of consistent

accounting policy.

18.7 The accounting treatment stated in clause 18.1 to 18.6 above shall be in consonance with the Pooling of Interest Method of the

Accounting Standard 14 (AS-14) issued by the Institute of Chartered Accountants of India.

19 COMBINATION OF AUTHORISED CAPITAL

19.1 Upon this Scheme becoming effective, the authorized 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 authorized share capital of the Transferor Company amounting to Rs 1,000,000,000

comprising of 100,000,000 equity shares of Rs 10/- each and the Memorandum of Association and Articles of Association of

the Transferee Company (relating to the authorized share capital) shall, without any further act, instrument or deed, be and

stand altered, modied and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufcient for the

purposes of effecting this amendment, and no further resolution(s) under Sections 16, 31, 94 and 394 and applicable provisions

of the Act would be required to be separately passed, as the case may be and for this purpose the stamp duties and fees paid onthe authorized share capital of the Transferor Company shall be utilized and applied to the increased authorized share capital of

the Transferee Company and there would be no requirement for any further payment of stamp duty and/or fee by the Transferee

Company for increase in the authorized share capital to that extent.

19.2 It is claried that the approval of the members of the Transferee Company to the Scheme shall be deemed to be their consent

/ approval also to the amendment Memorandum of Association and Articles of Association of the Transferee Company as may

be required under the Act, and Clause V of the Memorandum of Association and Article 3 of the Articles of Association of the

Transferee Company shall stand altered accordingly.

20 COMPLIANCE WITH TAX LAWS

20.1 This Scheme has been drawn up to comply with the conditions relating to “Amalgamation” as specied under Section 2(1B)

and other relevant provisions of the Income Tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted

to be inconsistent with the provisions of the said section and other related provisions at a later date including resulting from a

retrospective amendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provisions of

the said section and other related provisions of the Income Tax Act, 1961 shall prevail and the Scheme shall stand modied to the

extent determined necessary to comply with Section 2(1B) and other relevant provisions of the Income Tax Act, 1961.

20.2 Upon the Scheme becoming effective, the Transferor Company and the Transferee Company are expressly permitted to revise its

nancial statements and returns along with prescribed forms, lings and annexures under the Income Tax Act, 1961 (including

for minimum alternate tax, fringe benet tax, wealth tax purposes and other tax benets), central sales tax, applicable state value

added tax, service tax laws, excise duty laws and other tax laws, and to claim refunds and/or credit for taxes paid and for matters

incidental thereto, if required to give effect to the provisions of the Scheme.

20.3 All tax assessment proceedings/ appeals of whatsoever nature by or against the Transferor Company pending and/or arising at

the Appointed Date and relating to the Transferor Company shall be continued and/or enforced until the Effective Date by the

Transferor Company. In the event of the Transferor Company failing to continue or enforce any proceeding/appeal, the same may

be continued or enforced by the Transferee Company, at the cost of the Transferee Company. As and from the Effective Date, the

tax proceedings shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent

as would or might have been continued and enforced by or against the Transferor Company.



19

Further, the aforementioned proceedings shall not abate or be discontinued nor be in any way prejudicially affected by reason of

the amalgamation of the Transferor Company with the Transferee Company or anything contained in the Scheme.

20.4 Any tax liabilities under the Income Tax Act, 1961, service tax laws, excise duty laws, central sales tax, applicable state value

added tax laws or other applicable laws/ regulations dealing with taxes/ duties/ levies of the Transferor Company to the extent not

provided for or covered by tax provision in the accounts made as on the date immediately preceding the Appointed Date shall be

transferred to the Transferee Company.

20.5 Any refund, under the Income Tax Act, 1961, service tax laws, excise duty laws, central sales tax, applicable state value added

tax laws or other applicable laws/ regulations dealing with taxes/ duties/ levies due to Transferor Company consequent to the

assessment made on Transferor Company and for which no credit is taken in the accounts as on the date immediately precedingthe Appointed Date shall also belong to and be received by the Transferee Company upon this Scheme becoming effective.

20.6 The tax payments (including, without limitation income tax, service tax, excise duty, central sales tax, applicable state value

added tax, etc.) whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Company after the

Appointed Date, shall be deemed to be paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly.

Further, any tax deducted at source by Transferor Company/Transferee Company on transactions with the Transferee Company/

Transferor Company, if any (from Appointed Date to Effective Date) shall be deemed to be advance tax paid by the Transferee

Company and shall, in all proceedings, be dealt with accordingly.

20.7 Obligation for deduction of tax at source on any payment made by or to be made by the Transferor Company after the Appointed

Date shall be made or deemed to have been made and duly complied with by the Transferee Company.

20.8 Upon the coming into effect of this Scheme and subject to the provisions of Section 72A of the Income Tax Act, 1961, the

accumulated and unabsorbed tax losses and the allowance for unabsorbed depreciation of the Transferor Company, if any upto the

Appointed Date shall be transferred to the Transferee Company.

20.9 Without prejudice to the generality of the above, all benets, incentives, losses, credits (including, without limitation income tax,minimum alternate tax, service tax, excise duty, central sales tax, applicable state value added tax etc.) to which the Transferor

Company is entitled to in terms of applicable laws, shall be available to and vest in the Transferee Company, upon this Scheme

coming into effect.

PART C - OTHER TERMS AND CONDITIONS

21 APPLICATION TO THE HIGH COURT OR SUCH OTHER APPRORIATE AUTHORITY

21.1 The Transferor Company and the Transferee Company shall, with all reasonable dispatch, make applications / petitions to the

High Court or such other appropriate authority under Sections 391 to 394 and other applicable provisions of the Act, seeking

orders for dispensing with or convening, holding and conducting of the meetings of the respective classes of the shareholders and/

or creditors of each of the Transferor Company and the Transferee Company as may be directed by the High Court or such other

appropriate authority.

21.2 On the Scheme being agreed to by the requisite majorities of the classes of the shareholders and/or creditors of the Transferor

Company and the Transferee Company as directed by the High Court or such other appropriate authority, the Transferor Companyand the Transferee Company shall, with all reasonable dispatch, apply to the High Court or such other appropriate authority

for sanctioning the Scheme of Arrangement and Amalgamation under Sections 391 to 394 of the Act, and for such other order

or orders, as the said High Court or such other appropriate authority may deem t for carrying this Scheme into effect and for

dissolution of the Transferor Company without winding-up.

22 MODIFICATIONS/AMENDMENTS TO THE SCHEME

22.1 The Transferor Company and the Transferee Company through their Board of Directors or the committee of directors duly

authorized by the Board of Directors may assent to any modication(s) or amendment(s) in this Scheme which the High Court

may deem t to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt

or difculty that may arise for implementing and/or carrying out the Scheme. Further, the Transferor Company and the Transferee

Company through their Board of Directors or the Committee of Directors and after the dissolution of the Transferor Company,

the Transferee Company through its Board of Directors or the Committee of Directors be and are hereby authorised to take such

steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any

doubts, difculties or questions whether by reason of any orders of the High Court or otherwise howsoever arising out of, under

or by virtue of this Scheme and/or any matters concerning or connected therewith.

22.2 In the event of the Board of Directors of the Transferor Company failing to assent to any modication(s) or amendment(s) to the

Scheme as contemplated in Clause 22.1 above, the Board of Directors of the Transferee Company will be entitled to give assent to

any such modication(s) or amendment(s) in the Scheme on behalf of the Transferor Company, provided such modication(s) and

amendment(s) are not prejudicial to the interests and rights of the Transferor Company, its shareholders, creditors and employees

in any manner and the Board of Directors of the Transferee Company be and is hereby authorised by the Board of Directors of the

Transferor Company to give such assent and to take such steps and to do all acts, deeds and things as may be necessary, desirable

or proper to give effect to this Scheme and to resolve any doubt, difculties or questions anywise howsoever arising out of, under

or by virtue of this Scheme and/or any matters concerning or connected therewith as contemplated under Clause 22.1, on behalf

of the Transferor Company.



20

23 REVOCATION AND SEVERABILITY

23.1 In the event of necessary sanctions and approvals not being obtained and/or complied with and/or satised and/or this Scheme

not being sanctioned by the High Court or such other appropriate authority and/or order or orders not being passed as aforesaid

before September 30, 2012 or such other date as may be mutually agreed upon by the respective Board of Directors of Transferor

Company and Transferee Company who are hereby empowered and authorised to agree to and extend the aforesaid period from

time to time without any limitations in exercise of their powers through and by their respective delegate(s), this Scheme shall

stand revoked, cancelled and be of no effect. However, a delay in obtaining necessary sanctions and approvals and orders and/

or complying with the same and/or the same being satised, by reason of normal procedural delays or force majeure conditions

beyond the date set out hereinabove, shall not result in revocation/ cancellation of the Scheme or in the Scheme being of no

effect as contemplated herein and in such an event, the aforesaid date for obtaining necessary sanctions and approvals shall stand

automatically extended without any further act on part of the Board of Directors of Transferor Company and Transferee Company

by the period of such delay.

23.2 In the event of revocation under Clause 23.1 above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the

Transferee Company and Transferor Company, their respective shareholders or creditors or employees or any other person save

and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation

which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the

applicable law and in such case, Transferee Company shall bear all costs.

23.3 If any part of this Scheme hereof is invalid, ruled illegal by any court of competent jurisdiction, or unenforceable under present

or future laws, then it is the intention of the parties that such part shall be severable from the remainder of the Scheme, and the

Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any

party, in which case the parties shall attempt to bring about a modication in the Scheme, as will best preserve for the parties the

benets and obligations of the Scheme, including but not limited to such part.

23.4 The Scheme may be withdrawn by the Board of Directors of Transferor Company and Transferee Company only by mutual consent

and only if such Boards of Directors jointly agree that the coming into effect of the Scheme could have adverse implication on

both the Transferor Company and Transferee Company.

24 SCHEME CONDITIONAL UPON APPROVALS / SANCTIONS:

This Scheme is specically conditional upon and subject to:

24.1 Approval of and agreement to the Scheme by the requisite majorities of such Classes of persons of the Transferor Company and

the Transferee Company as may be directed by the High Court of Judicature at Bombay on the applications made for directions

under Section 391 of the said Act for calling or dispensing with meetings and necessary resolutions being passed under the Act

for the purpose.

24.2 The sanctions of the High Court of Judicature at Bombay being obtained under Sections 391 and 394 and other applicable

provisions of the Act, if so required on behalf of the Transferor Company and the Transferee Company.

24.3 The authenticated / certied copies of the Court Order referred to in the Scheme being led with the Registrar of Companies,

Gujarat at Ahmedabad.

24.4 The requisite consents, approvals or permissions if any of the Central Government or any other Statutory Agencies (including

RBI), Stock Exchanges, SEBI which by law may be necessary for the implementation of this Scheme.

24.5 All other sanctions and approvals as may be required under this law with regard to this scheme obtained.

25 COSTS, CHARGES AND EXPENSES

25.1 All costs, charges, taxes including duties (including the stamp duty, if any, applicable in relation to this Scheme), levies, and all

other expenses, if any (save as expressly otherwise agreed) of Transferor Company and Transferee Company arising out of or

incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne and paid by the Transferee

Company.



21



COMPANY SUMMONS FOR DIRECTION NO. 631. OF 2011


AND


ANDIn the matter of Scheme of Amalgamation of Grabal Alok Impex Limited


Creditors.






FORM OF PROXY

I/We, the undersigned, Equity Shareholder(s) of Grabal Alok Impex Limited, the Applicant Company hereby

appoint ______________________of_______________________ or failing him/her _______________________ of

______________________ as my / our proxy, to attend for me/us on my/our behalf at the meeting of the Equity Shareholders

to be held at Alok Public School Auditorium, Survey No. 491, Near Alok City, Sayli, Silvassa - 396 230, Union Territory Dadra

& Nagar Haveli on Saturday, the 19 th day of November, 2011 at 11.30 a.m for the purpose of considering and, if thought t,

approving with or without modication(s),the arrangement embodied in the Scheme of Amalgamation of Grabal Alok Impex

Limited, the Applicant Company with Alok Industries Limited, the Transferee Company and their respective Shareholders and

Creditors at such meeting and at any adjournment(s) thereof, to vote for me / us and in my / our name(s) __________________

(here, ’if for’, insert “for”, ‘if against’, insert “against”, and in the latter case, strike out the words below after “ Scheme of

Amalgamation”) the said Scheme of Amalgamation either with or without modication as my/our proxy may approve.

* (strike out what is not necessary)

Dated this __________ day of ________________ , 2011

Folio No. ______________________________________________________

DP ID No* ____________________________________________________

Client ID No* __________________________________________________

No. of Share(s): _________________________________________________

Name: ________________________________________________________

Address: ______________________________________________________ Signature(s) across the Stamp

______________________________________________________________

______________________________________________________________

Notes:

1. Please afx Revenue Stamp before putting Signature.

2. Proxy must be deposited at the Registered Ofce of the Applicant Company, not later than Forty-Eight hours before the

meeting.

3. In case of multiple proxies, proxy later in time shall be accepted.

4. All alterations made in the Form of Proxy should be initialed.

5. Proxy need not be a shareholder of the Applicant Company.

* Applicable for members holding shares in electronic form.

Afx

Re. 1.00

Revenue

Stamp



22

T H I S PA

G E I S I N T E

N T I O NA

L L Y K E

P T B L

A N K



23

GRABAL ALOK IMPEX LIMITEDRegistered ofce: 249/1, Vasona, Silvassa-Khanvel Road, Silvassa -396 230,


ATTENDANCE SLIP

SHAREHOLDERS ATTENDING THE MEETING IN PERSON OR BY PROXY ARE REQUESTED TO COMPLETE

THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

I hereby record my presence at the Meeting of the Equity Shareholders of the Applicant Company, convened pursuant to order

dated 14th

day of October, 2011 of the High Court of Judicature at Bombay at Alok Public School Auditorium, Survey No. 491, Near Alok City, Sayli, Silvassa - 396 230, Union Territory Dadra & Nagar Haveli on Saturday, the 19th day of November, 2011

at 11.30 a.m.

Name and address of Equity Shareholder:

Signature : __________________________________________________

Folio No. : _________________________________________________ (For physical holding)

Client ID : _________________________________________________ (For demat holding)

D.P. I.D. : _________________________________________________ (For demat holding)

No. of Shares : _________________________________________________

Name of the Proxy (IN BLOCK LETTERS): _____________________________________________

Signature ___________________________________________________________________________

Notes:

1. Shareholder / Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting.

2. Shareholder / Proxy holder desiring to attend the meeting should bring his/her copy of the Notice for reference at the

meeting.



COURIER/SPEED POST

If undelivered please return to:


Corporate Ofce:

Peninsula Towers, A Wing,

Peninsula Corporate Park, G.K. Marg,

Lower Parel, Mumbai - 400 013.

grabal _courtnotice_25102011

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