OCL INDIA LIMITED CIN No.: L26942OR1949PLC000185 Regd

OCL INDIA LIMITED CIN No.: L26942OR1949PLC000185

Regd. Office: Rajgangpur- 770 017, District Sundargarh, Odisha Tel. No. :(06624)221212, 220121

Website: www.oclindialtd.in, E-mail: [email protected]

COURT CONVENED MEETING OF THE SECURED CREDITORS COURT CONVENED MEETING OF SECURED CREDITORS Day Sunday Date November 27, 2016 Time 2.00 p.m. Venue OCL India Limited’s premises at Rajgangpur- 770 017, District

Sundargarh, Odisha

INDEX

SL No Content Page Number 1 Notice of Court Convened Meeting of the Secured Creditors of OCL

India Limited as per the direction of Hon’ble High Court of Orissa, at Cuttack vide its order dated October 06, 2016 in Company Petition No. 37 of 2016.

1 - 2

2 Explanatory Statement under Section 393 and other applicable provisions of the Companies Act, 1956

3 - 22

3 Scheme of Arrangement and Amalgamation amongst OCL India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited and their respective shareholders and creditors

Provided separately

4 Fairness Opinion dated March 28, 2016 issued by Axis Capital Limited

23 – 28

5 Copy of Observation Letters issued by BSE Limited and National Stock Exchange of India Limited, both dated July 12, 2016

29 – 33

6 Complaints Report dated May 26, 2016 submitted by OCL India Limited with BSE Limited and National Stock Exchange of India Limited

34

7 Form of Proxy 35 – 36 8 Attendance Slip 37

In the Hon’ble High Court of Orissa, Cuttack Original Jurisdiction

Company Petition No. 37 of 2016 In the matter of Companies Act, 1956

AND

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

AND

In the matter of Scheme of Arrangement and Amalgamation amongst OCL India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited and their respective shareholders and creditors

OCL India Limited ) a company incorporated under the provisions of the ) Companies Act, 1913, having its registered office at ) Rajgangpur-770017, Dist. Sundargarh, Odisha ) India ) …Applicant/Transferor Company No. 1 NOTICE OF COURT CONVENED MEETING OF SECURED CREDITORS OF OCL INDIA LIMITED, THE APPLICANT/TRANSFEROR COMPANY NO. 1 To, The secured creditors of OCL India Limited (the “Applicant/Transferor Company No. 1”) TAKE NOTICE that by an order made on October 06, 2016 in the above Company Petition, the Hon’ble High Court of Orissa has directed that a meeting of the secured creditors of OCL India Limited, the Applicant/Transferor Company No. 1, be convened and held at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, Dist. Sundargarh, Odisha on Sunday, November 27, 2016 at 2.00 p.m. for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed arrangement and amalgamation embodied in the Scheme of Arrangement and Amalgamation amongst OCL India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited and their respective shareholders and creditors. TAKE FURTHER NOTICE that in pursuance of the said order and as directed therein, a meeting of the secured creditors of OCL India Limited, the Applicant/Transferor Company No. 1, will be convened and held at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, District Sundargarh, Odisha on Sunday, November 27, 2016 at 2.00 p.m., at which place, day, date and time you are requested to attend and vote.

TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy provided that a proxy in the prescribed form, duly signed by you or your authorized representative, is deposited at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, Dist. Sundargarh, Odisha not later than 48 hours before the said meeting. The Hon’ble High Court has appointed Mr. B. C. Mohanty, Advocate, and failing him, Mr. P. K. Dash, Advocate to be the Chairperson of the said meeting. A copy of the Explanatory Statement under Section 393 and other applicable provisions of the Companies Act, 1956, Scheme of Arrangement and Amalgamation, Observation Letters from National Stock Exchange of India Limited and BSE Limited, Complaints Report, Fairness Opinion, Form of Proxy and Attendance Slip are enclosed herewith. Dated this 26th day of October, 2016

Sd/- B. C. Mohanty Chairman appointed for the meeting

Registered office: Rajgangpur-770017, Dist. Sundargarh Odisha, India Notes: 1. Only secured creditors of the Applicant/Transferor Company No. 1 may attend and vote

(either in person or by proxy) at the secured creditors’ meeting. The authorized representative of a body corporate which is a secured creditor of the Applicant/Transferor Company No. 1 may attend and vote at the secured creditors’ meeting provided a certified true copy of the resolution of the board of directors or other governing body of the body corporate is deposited at the registered office of the Applicant/Transferor Company No. 1 not later than 48 hours before the meeting, authorizing such representative to attend and vote at the secured creditors’ meeting.

2. A secured creditor is entitled to appoint a proxy to attend and vote at the secured creditors’ meeting instead of himself. The Form of Proxy duly completed should, however, be deposited at Rajgangpur-770017, Dist. Sundargarh, Odisha not less than 48 hours before the meeting.

3. All alterations made in the Form of Proxy should be initialed. 4. A secured creditor or his proxy is requested to bring the copy of the notice to the

meeting, the attendance slip duly completed and signed and produce them at the entrance of the meeting venue.

5. This Notice of the Court Convened Meeting of Secured Creditors of the Applicant/Transferor Company No. 1 is also displayed / posted on the website of the Applicant/ Transferor Company No. 1 www.oclindialtd.in.

Encl.: As above



AND

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

AND


OCL India Limited ) a company incorporated under the provisions of the ) Companies Act, 1913, having its registered office at ) Rajgangpur-770017, Dist. Sundargarh, ) Odisha, India ) ……..Applicant/Transferor Company No. 1 EXPLANATORY STATEMENT UNDER SECTION 393 OF THE COMPANIES ACT, 1956 AND SECTIONS 110 AND 102 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS FOR COURT-CONVENED MEETING OF EQUITY SHAREHOLDERS AND POSTAL BALLOT & E-VOTING 1. Pursuant to an order dated October 06, 2016 passed by the Hon’ble High Court of

Orissa at Cuttack in the Company Petition referred to above (“Petition”), a meeting of the equity shareholders of OCL India Limited, the Applicant/Transferor Company No. 1, is being convened and held at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, Dist. Sundargarh, Odisha on Sunday, November 27, 2016 at 11 a.m. for the purpose of considering and if thought fit, approving with or without modification(s), the arrangement and amalgamation embodied in the Scheme of Arrangement and Amalgamation amongst OCL India Limited (“OCL”), Dalmia Cement East Limited (“DCEL”), Shri Rangam Securities & Holdings Limited (“SRSHL”), Dalmia Bharat Cements Holdings Limited (“DBCHL”) and Odisha Cement Limited (“ODCL”) and their respective shareholders and creditors (“Scheme”).

2. Additionally, in terms of Para I.A.9.of Annexure I of Securities and Exchange Board of

India (“SEBI”) Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 (“SEBI Circular”), the said Scheme shall also be subject to the approval of public shareholders (i.e. equity shareholders other than those forming part of Promoter and Promoter Group) by passing a Resolution through postal ballot/e-voting, as specified in the notice of

postal ballot & e-voting. This Statement shall also be taken for the purpose of the Notice of postal ballot & e-voting. In terms of SEBI Circular, the Scheme shall be acted upon only if the votes cast, by way of postal ballot and e-voting, by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.

3. A copy of the Scheme setting out in detail the terms and conditions of the arrangement and amalgamation including, inter alia, the following: (a) Transfer and vesting of Power Undertakings of OCL, Rail Undertaking of OCL, and

Solid Waste Management System Undertaking of OCL (hereinafter collectively referred to as Transferred Undertakings 1”) to ODCL by way of Slump Sale and amalgamation of OCL (post Slump Sale of Transferred Undertakings 1) with ODCL (collectively referred to as “OCL Restructuring”);

(b) Transfer and vesting of Rail Undertaking of DCEL and Solid Waste Management System Undertaking of DCEL (hereinafter collectively referred to as Transferred Undertakings 2”) to ODCL by way of Slump Sale and amalgamation of DCEL (post Slump Sale of Transferred Undertakings 2), SRSHL and DBCHL with ODCL, (collectively referred to as “DCEL DBCHL SRSHL Restructuring”). which has been approved by Board of Directors of the Applicant/Transferor Company No. 1 at its meeting held on March 28, 2016, is attached to this Explanatory Statement.

4. Definitions contained in the Scheme shall apply to this Explanatory Statement also. 5. Background of companies involved in the Scheme

5.1 OCL India Limited (“OCL” or “Applicant/Transferor Company No. 1”):

5.1.1. OCL, having corporate identity number (CIN) L26942OR1949PLC000185, is a

listed public company limited by shares, incorporated on October 11, 1949 under the provisions of the Companies Act, 1913 under the name of “Orissa Cement Limited”. On January 15, 1996, its name was changed to “OCL India Limited”.

5.1.2. The Applicant/Transferor Company No. 1 has its registered office at Rajgangpur-770017, Dist. Sundargarh, Odisha..

5.1.3. The authorised, issued, subscribed and paid-up share capital of the

Applicant/Transferor Company No. 1 as on March 31, 2016 is as follows:

Particulars Amount (in Rs.)

Authorized Capital 1,00,000 (One Lakh) Equity Shares of Rs. 100 (Rupees One Hundred) each

1,00,00,000

7,00,00,000 (Seven Crore) Equity Shares of Rs. 2 (Rupees Two) each

14,00,00,000

Issued Capital

6,36,31, 805 (Six Crores Thirty six Lakhs Thirty one Thousand Eight Hundred and Five) Equity Shares of Rs. 2 (Rupees Two) each fully paid up

12,72,63,610

Subscribed and Paid-up Capital 5,69,00,220 (Five Crore Sixty nine Lakhs Two Hundred and Twenty) Equity Shares of Rs. 2 (Rupees Two) each fully paid up

11,38,50,183*

*Including the share forfeited account amount i.e. Rs.49,743 5.1.4. An extract of the relevant main objects of the Applicant/Transferor Company No.

1 which are set out in its Memorandum of Association are as under:

III. “1.To produce, manufacture, refine, prepare, import, export, purchase, sell and generally to deal in all kinds of cement (ordinary, white, coloured, portland, alumina, blast furnace, silica, etc, etc.), cement products of any description (pipes, poles, asbestos sheets, blocks, tiles, gardenwares, etc.), lime, limestone and/or by-products thereof, and in connection therewith to take on lease or acquire, erect , construct, establish operate and maintain cement factories, quarries and collieries workshops and other works.

40. To do all such other things as are incidental or conducive to the attainment of the above objects.”

5.1.5. The Applicant/Transferor Company No. 1 is engaged in the business of

manufacturing and selling cement and refractories, generating power and maintaining & operating rail systems and solid waste management system, which provide services to its cement & refractory business.

5.2 Dalmia Cement East Limited (“DCEL”): 5.2.1. DCEL, having corporate identity number (CIN) U45209TN2008PLC110322, is an

unlisted public company limited by shares, incorporated on March 13, 2008 under the provisions of the Companies Act, 1956 under the name of “Bokaro Jaypee Cement Limited.” On December 30, 2014, it changed its name to “Dalmia Cement East Limited.”

5.2.2. The registered office of DCEL has been shifted from 11th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi-110001 to Dalmiapuram Lalgudi Taluk, Dalmiapuram-621651, Dist. Tiruchirappalli, Tamil Nadu with effect from May 11, 2016.

5.2.3. The authorised, issued, subscribed and paid-up share capital of DCEL as on March 31, 2016 is as follows:

Particulars Amount (in

Rs.) Authorized Capital 13,50,00,000 (Thirteen Crore Fifty Lakh) equity shares of Rs 10/- (Rupees Ten) each

135,00,00,000

Issued, Subscribed and Paid-up Capital 13,36,50,000 (Thirteen Crores Thirty Six Lakh Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten) each fully paid up

133,65,00,000

5.2.4. An extract of the relevant main objects of DCEL as set out in its Memorandum of

Association are as under:

III(A) 1. “To produce, manufacture, treat, process, prepare, refine, import, export, purchase, sell, trade and generally to deal in either as principals or as agents, contractors, technical advisors, consultants, stockists, distributors, and suppliers either solely or in partnership with others, all types and kinds of cement, including but not limited to, blast furnace slag, Portland pozzolana, ordinary, white, coloured, alumina, silica and all other varieties of cements, lime and limestone, clinker and /or by products thereof, as also cement products of any or all descriptions, such as pipes, poles, slabs, asbestos sheets, blocks, tiles, garden-wares, plaster of paris, lime, bricks, stones, potteries-earthen or china and similar goods and any substitutes thereof or building materials of any kind and all things used by builders and contractors and otherwise any articles, things, compounds and preparations connected with the aforesaid products, and in connection therewith to buy, procure, take on lease or otherwise acquire, erect, construct, establish, work, operate and maintain factories, undertakings, quarries, mines and workshops at Bokaro or any other place(s).

2. To carry on all or any of the business as manufacturers and sellers of and dealers

and workers in cements of all kinds, lime, plasters, whiting, clay, gravel, sand minerals, earth, coke, fuel, gypsum, jute, hessian cloth, gunny bags, paper bags, artificial stone and all builders' requisites made out of cement and cement products and conveniences of all kinds.

3. To purchase, take on lease, or on royalty basis or otherwise acquire mines, mining rights, mining licenses, mining claims and metalliferous land or any interest therein and to explore, prospect, quarry, mine, dress, reduce, draw, extract, smelt, refine, manufacture, process and otherwise acquire, buy, sell or otherwise dispose of and deal in all types, qualities and descriptions of lime, lime deposits, limestone and other ores, metal and mineral substances, to undertake any or all activities connected with mining of lime deposits and lime beneficiation and to carry on any other metallurgical operations.

4. To import, export, purchase, sell, repair, assemble, supervise, install, or otherwise deal in all types of cement manufacturing and lime stone mining machineries, tools and implements, smelters, boilers, crushing machines and furnaces.”

III(B).45. To do all and everything necessary, suitable or proper for the

accomplishment of any of the purpose or the attainment of any of the objects or the furtherance of any of the powers herein before set forth, either alone or in association with other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid business or powers, any part or parts thereof, provided that the same is not inconsistent with the laws of the Union of India.

III(C). 37.To construct, design, execute, develop, set-up, maintain, operate, undertake, erect, establish, carry-out, improve, repair, work, own, administer or manage on commission or on 'Build-Operate Transfer (BOT) basis' or otherwise, power projects - Hydro- electric or Thermal, roads, highways, bridges, airports, ports, rail systems, water supply projects, irrigation projects, water treatment systems, solid waste management system or sanitary and sewerage management system or any other public utility or facility service of all kinds and all incidental activities connected therewith in India or abroad.”

5.2.5. DCEL is engaged in the business of manufacturing & selling cement, maintaining &

operating rail systems and solid waste management system, which provide services to the cement business.

5.3 Shri Rangam Securities & Holdings Limited (“SRSHL”): 5.3.1. SRSHL, having corporate identity number (CIN) U26950TN2014PLC095685, is an

unlisted public company limited by shares, incorporated on March 25, 2014 under the provisions of the Companies Act, 1956.

5.3.2. The registered office of SRSHL is situated at Dalmiapuram Lalgudi Taluk, Dalmiapuram-621651, Dist. Tiruchirappalli, Tamil Nadu.

5.3.3. The authorised, issued, subscribed and paid-up share capital of SRSHL as on

March 31, 2016 is follows:


Authorized Capital 10,00,00,000 (Ten Crore) equity shares of Rs 10/- (Rupees Ten) each

1,00,00,00,000

Issued, Subscribed and Paid-up Capital 9,08,50,000 (Nine Crore Eight Lakh Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten) each fully paid up

90,85,00,000

5.3.4. An extract of the relevant main objects of SRSHL which are set out in its

Memorandum of Association are as under:

“5.To carry on the business, in India or elsewhere in the world, of designing, developing, importing, procuring, selling, providing, dealing in, exporting, providing consultancy, licensing (whether ready or future delivery) and marketing (whether directly or through third parties) information technology services, e-commerce related services, desktop system management, application software services, network related services, site services, information kiosk services, value added network services, managed operations, international procurement operations and to establish, maintain, conduct customer software training centre, and programming based education centres and programmes in the field of information technology and related areas.”

“1.To produce, manufacture, treat, process, refine, distribute in bulk, export from and import into India, set up overseas or in India, ventures with or without foreign collaboration, purchase, sell and or otherwise deal with cement and cement grades of all kinds, ready-mix concrete, lime-stone, aggregates, clinker and/or by-products thereof, manufacture and prepare porcelain clay and its adjuncts and incidental products and to act as brokers, agents, stockists, distributors and suppliers of all kinds of cement (whether ordinary, white, coloured, portland, pozzalana, alumina, blast furnaces, silica or otherwise), cement products of any description, such as pipes, poles, slabs, asbestos, sheets, blocks, tiles, garden wares and articles, things, compounds and preparations connected with the aforesaid products and in connection there-with to take on lease or acquire, erect, construct, establish, work, operate and maintain cement factories, quarries, mines, workshops and other works and recharge and recycle waste products from other industries and convert them into value-added products through the route of cement and to take over and turnaround of troubled cement companies."

5.3.5. SRSHL is engaged in the business of, inter alia, providing management services.

5.4 Dalmia Bharat Cements Holdings Limited (“DBCHL”):

5.4.1. DBCHL, having corporate identity number (CIN) U26911TN2014PLC095681, is an

unlisted public company limited by shares, incorporated on March 25, 2014 under the provisions of the Companies Act, 1956.

5.4.2. The registered office of DBCHL is situated at Dalmiapuram Lalgudi Taluk, Dalmiapuram-621651, Dist. Tiruchirappalli, Tamil Nadu.

5.4.3. The authorised, issued, subscribed and paid-up share capital of DBCHL as on

March 31, 2016 as follows:


Authorized Capital

10,00,00,000 (Ten Crore) equity shares of Rs 10/- (Rupees Ten) each

1,00,00,00,000

Issued, Subscribed and Paid-up Capital

8,31,60,000 (Eight Crores Thirty one Lakh Sixty Thousand) equity shares of Rs. 10/- (Rupees Ten) each fully paid up

83,16,00,000

5.4.4. An extract of the relevant main objects of DBCHL which are set out in its


“III (C) 5.To carry on the business of advisers and consultants on all matters and problems relating to the administration, organization, management, commencement or expansion of industry and business (including construction of plants and buildings, production, purchases, sales, marketing, advertising, publicity, personal, export and import), and of institutions, concerns, bodies, associations (incorporated

or unincorporated), departments and services of the Government, public or local authorities, trusts, scientific research and development centers. To act as a service organization or bureau for providing advice and services in various fields- general, administrative, secretarial, consultancy, commercial, financial, legal, economic, labour, industrial, public relations, scientific, technical, direct and indirect taxation and other levies, statistical, accountancy, quality control and data processing.

III (A) 1. To produce, manufacture, treat, process, refine, distribute in bulk, export

from and import into India, set up overseas or in India ventures with or without foreign collaboration, purchase, sell and or otherwise deal with cement and cement grades of all kinds, ready-mix concrete, lime-stone, aggregates, clinker and/or by-products thereof, manufacture and prepare porcelain clay and its adjuncts or incidental products, bricks, tiles and other articles from such adjuncts and incidental products and to act as brokers, agents, stockists, distributors and suppliers of all kinds of cement (whether ordinary, white, coloured, portland, pozzalana, alumina, blast furnaces, silica or otherwise), cement products of any description, such as pipes, poles, slabs, asbestos, sheets, blocks, tiles, garden wares and articles, things, compounds and preparations connected with the aforesaid products and in connection there-with to take on lease or acquire, erect, construct, establish, work, operate and maintain cement factories, quarries, mines, workshops and other works and recharge and recycle waste products from other industries and convert them into value-added products through the route of cement and to take over and turnaround of troubled cement companies.”

5.4.5. DBCHL is engaged in the business of, inter alia, providing management services.

5.5 Odisha Cement Limited (“ODCL”):

5.5.1. ODCL, having corporate identity number (CIN) U14200TN2013PLC112346, is an

unlisted public company limited by shares, incorporated on July 12, 2013 under the provisions of the Companies Act, 1956.

5.5.2. The registered office of ODCL has been shifted from Rajgangpur-770017, Dist. Sundargarh, Odisha to Dalmiapuram, Lalgudi Taluk, Dalmiapuram-621651, Dist. Tiruchirappalli, Tamil Nadu with effect from September 02, 2016.

5.5.3. The authorised, issued, subscribed and paid-up share capital of ODCL as on

March 31, 2016 is as follows:


Authorized Capital 1,00,000 (One Lakh) Equity Shares of Rs. 10 (Rupees Ten) each 10,00,000 Issued, Subscribed and Paid-up 50,000 (Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten) each fully paid up 5,00,000

5.5.4. An extract of the relevant main objects of ODCL which are set out in its


III(A) “(1)To produce, manufacture, treat, process, prepare, refine, import, export,

purchase, sell and generally to deal in either as principals or as agents either solely or in partnership with others, all types and kinds of cement ordinary, white coloured, Portland, pozzolana, alumina, blast furnace, silica and all other varieties of cement, lime and limestone, clinker and / or by-product thereof, as also cement products of any or all descriptions, such as pipes, poles, slabs, asbestos sheets, blocks, tiles, garden wares, plaster of paris, lime pipes, building materials and otherwise, and articles, things, compounds and preparations connected with the aforesaid products, and in connection therewith to take on lease or otherwise acquire, erect, construct, establish, work, operate and maintain factories , quarries, mines and workshop.

III(a) 5 To construct, design, execute, develop, set-up, maintain, operate,

undertake, erect, establish, carry out, improve, repair, work, own, administer or manage on commission or on ‘Build – Operate Transfer (BOT) basis’ or otherwise, power projects –based on conventional /non-conventional resources, roads, highways, bridges, airports, ports, rail systems, water supply projects, irrigation projects, water treatment systems, solid waste management system or sanitary and sewerage management system or any other public utility or facility service of all kinds and all incidental activities connected therewith in India or abroad.

III(B) 36. To do all or any of the above things and all such other things as are incidental or may be thought conducive to the attainment of the above objects or any of them, in any part of the world, and as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents or otherwise, and either alone or in conjunction with others, and so that the word “company” in this Memorandum when applied otherwise than to this Company shall be deemed to include any authority, partnership or other body of persons, whether incorporated or not incorporated, and whether domiciled in India or elsewhere; and the intention is that the objects set forth in each of the several paragraphs of this clause shall have the widest possible construction, and shall be no wise limited or restricted by reference to or inference from the terms of any other paragraph of this clause or the name of the Company.

III(C) 21. To carry on the business of company established with the object of financing industrial enterprises within the meaning of Section 370 of the Companies Act, 1956, and to make loans, give, guarantees and provide securities to any other company, whether promoted by this company or not. To acquire to take over with or without consideration and/or carry on the business of as financial advisers and management consultants by themselves or in partnership with other companies, partnerships or other persons. Generally to carry on business and financiers and to undertake and carry out all such operations and transactions as an individual capitalist may lawfully undertake, carry out.”

5.5.5. ODCL is authorised to carry on, inter alia, the business of manufacturing and

selling cement.

6. OCL, ODCL, DCEL, SRSHL and DBCHL are all part of Dalmia Bharat group. Approximately 74.7% of the paid-up equity share capital of OCL is held by Dalmia Cement Bharat Limited (“DCBL”). ODCL is a wholly owned subsidiary of OCL. Further,

DBCHL is a wholly owned subsidiary of DCBL and SRSHL and DCEL are the step-down wholly owned subsidiaries of DCBL.

7. Rationale for the Scheme The circumstances and/or reasons which justify and/or necessitate the implementation of the Scheme, are inter alia, as follows:

7.1 The arrangement and amalgamation would result in consolidation of business and

operations of the Dalmia Bharat group in eastern India into one entity and simplification of the group corporate structure.

7.2 The arrangement and amalgamation will provide synergistic integration of OCL and DCEL’s business operations thus enabling better operational management and greater focus

7.3 Synergies arising out of consolidation of alike and supporting businesses through the

arrangement and amalgamation will lead to (a) reflection of fair value of OCL, DCEL, SRSHL & DBCHL in the amalgamated ODCL (as all assets, tangible and intangible, including off-balance sheet items of OCL, DCEL, SRSHL, DBCHL shall be taken over by ODCL, all assets shall be recorded at their respective fair values and cross holdings amongst companies shall be eliminated); (b) improved earnings and cash flow of amalgamated ODCL and (c) improved alignment of debt repayments with sales realisations.

7.4 The amalgamated ODCL would have better leveraging capability due to its enlarged net

worth base and increased capability for offering a wider portfolio of products and services by virtue of its diversified businesses and resource base and deeper client relationships, resulting in enhanced businesses potential and better prospects for the group.

7.5 The arrangement and amalgamation would result in financial resources of OCL, DCEL,

SRSHL, DBCHL and ODCL being efficiently pooled, leading to centralised and more efficient management of funds, greater economies of scale and a bigger and stronger resource base for future growth, which are presently divided and are getting dissipated amongst multiple corporate entities within the group.

7.6 The arrangement and amalgamation will bring about simplicity in working, reduce various statutory and regulatory compliances and related costs, which presently have to be duplicated in different entities, reduction in operational and administrative expenses and overheads, better cost and operational efficiencies and it would also result in coordinated optimum utilization of resources.

7.7 The arrangement and amalgamation will result not only in consolidating and improving the internal systems, procedures and controls but will also bring greater management and operational efficiency due to integration of various similar functions presently being carried out in each individual entity within the group such as information technology, human resources, finance, legal and general management, and this will lead to the organization becoming more efficient and capable of responding swiftly to volatile and rapidly changing market scenarios.

7.8 The arrangement and amalgamation will streamline the decision making process, help in better utilization of human resources and will also provide better career opportunities to employees.

7.9 The arrangement and amalgamation will facilitate consolidation and rationalisation of

borrowings of OCL, DCEL, SRSHL and DBCHL in ODCL which will assist not only in better debt planning and management but will also improve the debt servicing abilities through improved cash flows and make the debt administration simpler not only for the amalgamated entity but also for the lenders. This will facilitate not only in better negotiation of terms and conditions with lenders including banks and financial institutions, etc., but in also being able to get less stringent and more favourable terms from them.

7.10 The arrangement and amalgamation is, thus, likely to result in facilitating enhancement

in value for all stakeholders and seamless access to strong business relationships of the Transferor Companies and is expected to provide other intangible benefits that OCL has built over decades, while at the same time enhancing the scale of operations and enabling better attention and focus to be given in an integrated manner to all the businesses so as to enable achievement of their full potential.

8. Share Exchange Ratio

8.1 The Valuation Report dated March 28, 2016 prepared by M/s. Sharp & Tannan, an

independent Chartered Accountant, recommended the: (i) Share Entitlement Ratio for OCL Restructuring as under:

“1 (one) fully paid Equity Share of face value of INR 10/- each of ODCL, for every 1 (one) fully paid Equity Share of face value of INR 2/- each held in OCL India Ltd.”

(ii) Consideration for DCEL DBCHL SRSHL Restructuring as under:

“3,43,00,000 (Three Crores Forty Three Lakhs) fully paid Optionally Convertible Redeemable Preference Share (“OCRPS”) of INR 10 each of ODCL at a premium of INR 90 per share to be issued to the shareholders of DBCHL on the following terms: Term: upto 10 years; Conversion option: before 18 months from the date of allotment at the then

prevailing SEBI preferential issue guidelines price. The conversion of OCRPS into equity shares shall be limited to such numbers as would enable ODCL to continue fulfilling the criteria of minimum public shareholding as per Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957. Conversion ratio of OCRPS into equity shares being presently unknown, hence possible increase in shareholding of promoter(s) in ODCL pursuant to conversion of ORCPS is also unknown at this stage.

Lock in: OCRPS shall be locked in for a period of 3 years from the date of allotment provided the same is not converted into equity shares within the

Tenure for Conversion. In the event, OCRPS is converted into equity shares within the Tenure for Conversion, equity shares issued upon conversion shall be locked in for the balance period so that total period of lock in (including the period of lock in for OCRPS) would be 3 years from the date of allotment of OCRPS.

Coupon: 0.1% per annum; Redemption period: after 18 months but before 10 years at the option of the

holder; Redemption premium: on a 6% p.a. yield-to-maturity basis.”

8.2 Axis Capital Limited, an independent Merchant Banker, has independently vetted the

valuation and have furnished a ‘Fairness Opinion’ on the aforementioned share entitlement ratio and consideration recommended in the Valuation Report of M/s. Sharp & Tannan, Chartered Accountants, from a financial point of view.

8.3 The Scheme, alongwith the Valuation Report and the Fairness Opinion, was placed

before the board of directors of the Applicant/Transferor Company No. 1 at their meeting held on March 28, 2016. The board of directors of the Applicant/Transferor Company No. 1, based on and relying upon the aforesaid Valuation Report, Fairness Opinion and based on the recommendations of the Audit Committee and also basis their independent evaluation and judgment, came to the conclusion that the proposed share entitlement ratio and consideration is fair and reasonable and decided to incorporate the same in the Scheme.

9. Salient Features of the Scheme

The terms and conditions of the arrangement are set out in the Scheme. The salient features of the Scheme are interalia as under:

9.1 The ‘Appointed Date’ for the Scheme is January 1, 2015 or such other date as may be directed by the High Court(s).

9.2 ‘Effective Date 1’ means the last of the dates on which certified/authenticated copy of the

order of the respective High Court(s) sanctioning the Scheme is filed with the relevant Registrar of Companies by DCEL and ODCL. References in the Scheme to ‘upon Part IV of the Scheme becoming effective’ or ‘upon Part IV of the Scheme coming into effect’ shall mean the Effective Date 1.

9.3 ‘Effective Date 2’ means the 15th day (or such other date as may be agreed upon by the

Board of Directors of DCEL, SRSHL, DBCHL and ODCL) following the last of the dates on which certified/authenticated copy of the order of the respective High Court(s) sanctioning the Scheme is filed with the relevant Registrar of Companies by DCEL, SRSHL, DBCHL and ODCL. References in the Scheme to ‘upon Part VI of the Scheme becoming effective’ or ‘upon Part VI of the Scheme coming into effect’ shall mean the Effective Date 2.

9.4 ‘Effective Date 3’ means the latter of (i) the last of the dates on which certified/authenticated copy of the order of the respective High Court(s) sanctioning the Scheme is filed with the relevant Registrar of Companies by OCL and ODCL or (ii) date

of receipt of approval of the State Government/other regulatory body for transfer of captive mining lease from OCL to ODCL in accordance with the MMDR Amendment Act, 2016 and Mineral Concession Rules, 1960 or any other applicable regulations such that the same has no financial or other material adverse impact on ODCL. References in the Scheme to ‘upon Part III of the Scheme becoming effective’ or ‘upon Part III of the Scheme coming into effect’ or ‘upon Part V of the Scheme becoming effective’ or ‘upon Part V of the Scheme coming into effect’ shall mean the Effective Date 3;

9.5 Upon Part III of the Scheme becoming effective, with effect from the Appointed Date, the whole of the undertaking of OCL together with its business and operations, pertaining to (i) Power Undertakings of OCL (power plants located at Rajgangpur and at Kapilas, Odisha) (ii) Rail Undertaking of OCL (railway lines or enterprise at Kapilas, Odisha) and (iii) Solid Waste Management System Undertaking of OCL (developing, operating and maintaining infrastructure facility at Kapilas in relation to collection, transportation, storage, processing & re-cycling/reprocessing of waste product into another product), along with all the assets, liabilities, contracts, agreements, consents, benefits, entitlements etc, shall stand transferred to and be vested in ODCL, as a going concern, by way of Slump Sale. Upon Part III of the Scheme coming into effect, OCL shall record “Loan payable to ODCL” for INR 24 Crores in its books as the liabilities being higher than the assets transferred to ODCL by OCL.

9.6 Upon Part IV of the Scheme becoming effective, with effect from the Appointed Date, the

whole of the undertaking of DCEL together with its business and operations pertaining to (i) Rail Undertaking of DCEL (railway lines or enterprise at Topkadih in Bokaro, Jharkhand) and (ii) Solid Waste Management System Undertaking of DCEL (developing, operating and maintaining infrastructure facility for collection, transportation, storage, processing & re-cycling/reprocessing of waste product into another product), along with all the assets, liabilities, contracts, agreements, consents, benefits, entitlements etc, shall stand transferred to and be vested in ODCL, as a going concern, by way of Slump Sale. Upon Part IV of the Scheme coming into effect, ODCL shall discharge the lump sum consideration of INR 124 Crores payable by it to DCEL, by issue of commercial paper or such other instrument, on such terms and conditions, or in any other manner, as may be mutually agreed between the Boards of Directors of DCEL and ODCL.

9.7 Upon Part V of the Scheme becoming effective, with effect from the Appointed Date, the business, properties and investments of whatsoever nature and kind and wheresoever situated, of Amalgamating Undertaking 1 i.e. OCL (excluding the Transferred Undertakings 1), shall stand transferred to and vested in ODCL, as a going concern, by way of Amalgamation. Upon Part V of the Scheme becoming effective, all the shares of ODCL held by OCL, shall be deemed to have been automatically cancelled and be of no effect. The reduction in the share capital of ODCL upon cancellation of Investment held by OCL in ODCL, shall be effected as an integral part of the Scheme in accordance with provisions of applicable law. Upon Part V of the Scheme becoming effective, ODCL shall issue and allot to the

shareholders of OCL as on the Record Date 1, in accordance with their respective entitlement in the ratio of 1:1, (“Share Entitlement Ratio”) meaning thereby that upon this Scheme becoming effective, for 1 (one) fully paid equity share of Rs. 2 each held by such shareholder in OCL as on the Record Date 1, the holder thereof shall be entitled to receive 1 (one) fully paid up equity shares of ODCL of Rs. 10 each. The equity shares issued to the shareholders will be listed and admitted for trading and ODCL shall comply with the requirements of Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 issued by SEBI in this regard (“SEBI Circular”) and take all steps to get all the equity shares issued pursuant to the Scheme, listed on NSE and BSE on which the equity shares of OCL are listed, in accordance with relevant regulations.

9.8 Upon Part VI of the Scheme becoming effective, with effect from the Appointed Date, the respective business, properties and investments of whatsoever nature and kind and wheresoever situated, of Amalgamating Undertaking 2 i.e. (DCEL (other than Transferred Undertakings 2), SRSHL and DBCHL), on a going concern basis, shall stand transferred to and vested in ODCL, by way of Amalgamation. Upon Part VI of the Scheme becoming effective, all the shares of DCEL and SRSHL held by its members, shall be deemed to have been automatically cancelled and be of no effect. Upon part VI of the Scheme becoming effective ODCL shall, issue and allot to the shareholders of DBCHL (whose name appears in the register of members as on the Record Date 2 and who are entitled to be issued shares by ODCL), in proportion to their respective shareholding in DBCHL, in aggregate, 3,43,00,000 0.1% Optionally Convertible Redeemable Preference Shares of ODCL of Rs 10 each at a premium of INR 90 per share.

9.9 Upon (i) Part V of the Scheme becoming effective, the authorised share capital of OCL and (ii) Part VI of the Scheme becoming effective, the authorised share capital of DCEL, SRSHL and DBCHL, will get merged with the authorised share capital of ODCL without any further act, instrument or deed or without payment of any additional fees and duties as the said fees and duties have already been paid.

9.10 On Part VI of the Scheme becoming effective and with effect from Effective Date 2, DCEL, SRSHL and DBCHL and (ii) On Part V of the Scheme becoming effective and with effect from Effective Date 3, OCL, shall, without any further act, instrument or deed, stand dissolved without winding up.

9.11 Operational Sequence of the Scheme Upon sanction of the Scheme by the respective High Courts, it shall be operative in the following sequence:

(a) From Effective Date 1, Slump Sale of Transferred Undertakings 2 of DCEL to

ODCL, in terms of Part IV of the Scheme;

(b) From Effective Date 2, Amalgamation of Amalgamating Undertakings 2 with ODCL, in terms of Part VI of the Scheme;

(c) From Effective Date 3, Slump Sale of Transferred Undertakings 1 to ODCL and

Amalgamation of Amalgamating Undertaking 1 with ODCL, in terms of Part III and Part V of the Scheme, respectively.

9.12 With effect from Effective Date 3, the name of ODCL shall be deemed to have been

changed from “Odisha Cement Limited” to “OCL India Limited”.

9.13 Modifications to the Scheme

OCL, DCEL, SRSHL, DBCHL and ODCL (through their respective Board of Directors), in their full and absolute discretion, jointly and as mutually agreed in writing, may: (a) assent to any alteration(s) or modification(s) to this Scheme which the High

Court(s)and/or any other Governmental Authority may deem fit to approve or impose, and/or effect any other modification or amendment jointly and mutually agreed in writing;

(b) give such directions (acting jointly) as they may consider necessary to settle any

question or difficulty arising under the Scheme or in regard to and of the meaning or interpretation of this Scheme or implementation hereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of this Scheme and if necessary, to any of those (to the extent permissible under law);

(c) modify or vary the respective parts of the Scheme prior to the Effective Date 1 ,

Effective Date 2 or Effective Date 3, as the case may be, in any manner at any time; or

(d) in case Part IV and Part VI of the Scheme together or Part III and Part V of the Scheme together are found to be unworkable for any reasons whatsoever, delete Part IV and Part VI of the Scheme together and/or Part III and Part V of the Scheme together, as the case maybe, prior to the Effective Date 1 in case of former and Effective Date 3 in case of latter and make consequential changes in the Scheme wherever required, in such manner as may be necessary;

(e) determine jointly whether any asset, liability, employee, legal or other proceedings

pertains to OCL, DCEL, SRSHL and DBCHL or not, on the basis of any evidence that they may deem relevant for this purpose.

9.14 Change of Registered office of OCL

(a) OCL is in the process of shifting its registered office from the state of Odisha to the

State of Tamil Nadu. For the purpose of this Scheme, the application/petitions pursuant to the provisions of Sections 391 to 394 of the 1956 Act and other provisions of the 1956 Act or the 2013 Act, as applicable shall be made by or on behalf of OCL, to the High Court then having jurisdiction, where the registered office of OCL will be situated.

9.15 OCL, DCEL, SRSHL, DBCHL and/or ODCL shall each be at liberty to withdraw from the Scheme in case any condition or alteration imposed by any authority/person or otherwise is unacceptable to any of them.

9.16 Costs (a) In the event of any of the required material sanctions and approvals enumerated in

the Scheme not being obtained and / or the Scheme not being sanctioned by the High Court(s), the Scheme shall become null and void and each party shall bear and pay its respective costs, charges and expenses for and/or in connection with the Scheme.

(b) Subject to clause 9.16(a) above, all costs, charges and expenses of/payable by

OCL, DCEL, SRSHL, DBCHL and ODCL in relation to or in connection with the Scheme shall be borne and paid solely by ODCL.

10. The Applicant/Transferor Company No. 1 has its shares listed on National Stock

Exchange of India Limited and BSE Limited (collectively referred to as “Stock Exchanges”). In the terms of Regulation 37 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Applicant/ Transferor Company No. 1 has obtained observation letters dated July 12, 2016 from the Stock Exchanges before filing the Scheme with the High Court.

11. No investigation proceedings have been instituted and/or are pending in respect of the Applicant/Transferor Company No. 1 under Sections 235 to 251 of the Companies Act, 1956.

12. Mr. D N Davar, Mr. V P Sood and Mr. Mahendra Singhi, Directors of Applicant/Transferor Company No. 1, hold 1500 shares, 4500 shares and 5000 shares respectively, in the Applicant/Transferor Company No. 1. Mrs. Manisha Bansal, Director of DCEL, holds 1 share as representative of DCBL in DBCHL, 1 share as representative of DBCHL in SRSHL and 100 shares as representative of SRSHL in DCEL. Mr. Rajesh Kumar Ghai and Mrs Nidhi Bisaria, Directors of SRSHL as also DBCHL, hold 1 share each as representatives of DCBL in DBCHL, 1 share each as representatives of DBCHL in SRSHL and 100 shares each as representatives of SRSHL in DCEL. Mr. Amandeep, Mr. Ashwini Kumar Dalmia, Mr. Prakash Agarwal and Mr. Ganesh WamanRao Jirkuntwar, Directors of ODCL, hold 1 share each jointly with OCL, in ODCL. Mr. Amandeep is a common director in Applicant/Transferor Company No. 1, Transferor Company No. 2 and Transferee Company. Mr Ashok Kumar Jain and Mr. N Gopalaswamy are common directors in Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4. Mr. Rajesh Kumar Ghai, Mrs. Nidhi Bisaria and Mr. Krishna Swaroop are common directors in Transferor Company No. 3 and Transferor Company No. 4. Save as aforesaid, none of the directors of OCL, DCEL, SRSHL, DBCHL or ODCL have any interest in the Scheme.

13. No winding up proceedings have been filed and/or pending against the Applicant/ Transferor Company No. 1 under the Companies Act, 1956.

14. Post arrangement and amalgamation in terms of the Scheme, OCL shall merge with ODCL and shall cease to exist.

The shareholding pattern of OCL as on September 30, 2016 (pre amalgamation), is given below:

No. of Equity

Shares In %

Promoter & Promoter Group

Dalmia Cement (Bharat) Limited 42479273

Gautam Dalmia (c/o Sumana Trust) 20708

Gautam Dalmia (HUF) 110541

4,26,10,522 74.89 Public 1,42,89,698 25.11 Non Promoter - Non Public

- -

Shares underlying DRs

- - Shares held by Employees Trusts

- -

TOTAL 5,69,00,220 100

The shareholding pattern of DCEL as on September 30, 2016 (pre amalgamation), is given below:

S.NO. Name No. of Shares

% of share

1 Shri Rangam Securities & Holdings Limited (SRSHL)

133649400 99.99994

2 Nidhi Bisaria (holding shares as nominee of SRSHL )

100 0.00001

3 Narendra Mantri (holding shares as nominee of SRSHL )

100 0.00001

4 Manisha Bansal (holding shares as nominee of SRSHL )

100 0.00001

5 K.V.Mohan (holding shares as nominee of SRSHL )

100 0.00001

6 Bhabagrahi Pradhan (holding shares as nominee of SRSHL )

100 0.00001

The shareholding pattern of SRSHL as on September 30, 2016 (pre amalgamation), is given below: The shareholding pattern of DBCHL as on September 30, 2016 (pre amalgamation), is given below:


% of share

1 Dalmia Cement (Bharat) Limited (DCBL)

83159994 99.999994

2 Nidhi Bisaria (holding shares as nominee of DCBL )

1 0.000001

3 Narendra Mantri (holding shares as nominee of

1 0.000001

7 Rajesh Kumar Ghai (holding shares as nominee of SRSHL )

100 0.00001

Total 133650000 100


% of share

1 Dalmia Bharat Cements Holdings Limited (DBCHL)

90849994 99.99994

2 Nidhi Bisaria (holding shares as nominee of DBCHL )

1 0.00001

3 Narendra Mantri (holding shares as nominee of DBCHL )

1 0.00001

4 Manisha Bansal (holding shares as nominee of DBCHL )

1 0.00001

5 K.V.Mohan (holding shares as nominee of DBCHL )

1 0.00001

6 Bhabagrahi Pradhan (holding shares as nominee of DBCHL )

1 0.00001

7 Rajesh Kumar Ghai (holding shares as nominee of DBCHL )

1 0.00001

Total 90850000 100

DCBL ) 4 Manisha Bansal(holding shares as

nominee of DCBL ) 1 0.000001

5 K.V.Mohan (holding shares as nominee of DCBL )

1 0.000001

6 Bhabagrahi Pradhan(holding shares as nominee of DCBL )

1 0.000001

7 Rajesh Kumar Ghai(holding shares as nominee of DCBL )

1 0.000001

Total 83160000 100 The shareholding pattern of ODCL as on September 30, 2016 (pre amalgamation), is given below:


% of share

1 OCL India Limited (OCL)

49,994 99.988

2 Amandeep Jointly with OCL India Ltd.

1 0.002

3 Prakash Agarwal Jointly with OCL India Ltd.

1 0.002

4 Ganesh W Jirkuntwar Jointly with OCL India Ltd.

1 0.002

5 Ashwini Kumar Dalmia Jointly with OCL India Ltd.

1 0.002

6 Vivek Dalmia Jointly with OCL India Ltd.

1 0.002

7 Rajib Mohanty, Jointly with OCL India Ltd.

1 0.002

Total 50,000 100 The shareholding pattern of ODCL (post amalgamation), is given below: No. of Equity

Shares In %

Promoter & Promoter Group

Dalmia Cement (Bharat) Limited 42479273

Gautam Dalmia (c/o Sumana Trust) 20708

Gautam Dalmia (HUF) 110541

4,26,10,522 74.89

Public 1,42,89,698 25.11 Non Promoter - Non Public

- -

Shares underlying DRs

- - Shares held by Employees Trusts

- -

TOTAL 5,69,00,220 100

15. The rights, entitlements or security of the unsecured Creditors of OCL will not be prejudicially affected or varied in any manner by the Scheme.

16. In accordance with the Circular No. CIR/CFD/CMD/16/2015 issued by the Securities and Exchange Board of India (“SEBI”) on November 30, 2015 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee of the board of directors of OCL had on March 28, 2016 recommended the draft Scheme for approval of the board.

17. The draft Scheme was approved by the board of directors of OCL at the meeting held on March 28, 2016, after considering the recommendations of the Audit Committee.

18. The following documents may be inspected by the equity shareholders of the

Applicant/Transferor Company No. 1, at the registered office of the Applicant/Transferor Company No. 1, up to one day prior to the date of the meeting between 10 am and 6 pm on all working days (except Saturdays, Sundays and public holidays): 18.1 Copy of the order dated October 06, 2016 of the High Court of Orissa passed in

Company Petition No. 37 of 2016 directing, inter alia, the convening of a meeting of the equity shareholders of the Applicant/Transferor Company No. 1;

18.2 Scheme of arrangement and amalgamation (The draft Scheme has also been

uploaded on the website of OCL i.e. www.oclindialtd.in); 18.3 Memorandum and Articles of Association of the Applicant/Transferor Company

No. 1, DCEL, SRSHL, DBCHL and ODCL; 18.4 Annual report, including the Audited Financial Statements, of the

Applicant/Transferor Company No. 1, DCEL, SRSHL, DBCHL and ODCL for last three financial years ended March 31, 2016, March 31, 2015 and March 31,2014;

18.5 The Statement of Unaudited Financial results of the Applicant/Transferor

Company No. 1 for the quarter ended September 30, 2016; 18.6 Valuation Report of M/s. Sharp & Tannan, Chartered Accountants, on share

entitlement ratio and consideration (The Valuation Report has also been uploaded on the website of OCL i.e. www.oclindialtd.in);

18.7 Fairness opinion issued by Axis Capital Limited, an independent Merchant Banker (The Fairness opinion has also been uploaded on the website of OCL i.e. www.oclindialtd.in);and

18.8 Copy of Observation letters to the Scheme received from the Stock Exchanges,

both dated July 12, 2016. (The Observation letters have also been uploaded on the website of OCL i.e. www.oclindialtd.in)

18.9 Copy of Complaint Report dated May 29, 2016 filed with the Stock Exchanges.

(The Complaint Reports have also been uploaded on the website of OCL i.e. www.oclindialtd.in)

This statement may be treated as an Explanatory Statement under Section 393 of the Companies Act, 1956 and Sections 110 read with 108 and 102 of the Companies Act, 2013 and other applicable provisions. A copy of the Scheme, Explanatory Statement and Form of Proxy may be obtained from the registered office of the Applicant/Transferor Company No. 1 and/or at the office of its Advocates, Mr. S. P. Sarangi at 31B, Bima Vihar, Sector 6, Markat Nagar Cuttack – 753014 Dated this 26th day of October, 2016

Sd/-

B. C. Mohanty Chairman appointed for the meeting Registered office: Rajgangpur-770017, Dist. Sundargarh, Odisha, India



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

AND


OCL India Limited ) a company incorporated under the provisions of the ) Companies Act, 1913, having its registered office at ) Rajgangpur-770017, Dist. Sundargarh, ) Odisha, India ) ……..Applicant/Transferor Company No. 1

FORM OF PROXY I/ We ____________________________________________, the undersigned, being the secured creditor(s) of OCL India Limited, the Applicant/Transferor Company No. 1 do hereby appoint Mr./Ms. ____________________________of _________________________ and failing him/her ______________________________ of________________________ as my/our proxy, to act for me/us at the meeting of the secured creditors to be held on Sunday, November 27, 2016 at 2 p.m. at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, Dist. Sundargarh, Odisha for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the proposed Scheme of Arrangement and Amalgamation amongst OCL India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited and their respective shareholders and creditors, and at such meeting, and any adjournment/ adjournments thereof, to vote, for me/us and in my/ our name(s) _____________________________________ (herein, if for insert ‘FOR’, if against insert ‘AGAINST’ and in the latter case strike out the words “either with or without modifications” after the word “Arrangement and Amalgamation”) the said arrangement and amalgamation embodied in the Scheme of Arrangement and Amalgamation either with or without modifications as my/our proxy may approve. *Strike out what is not necessary Signature: ______________________________ Dated this _________________ day of ___________________ 2016

Name ___________________________________________________________ Address ________________________________________________________________________ ___________________________________________________________________ Signatures of Secured Creditor Secured Creditor: ________________________________ Signature of Proxy Proxy: _________________________________ Notes: 1. The Proxy must be deposited at the registered office of the Applicant/Transferor

Company No. 1 at Rajgangpur-770017, Dist. Sundargarh, Odisha, India at least 48 hours before the time for holding the meeting.

2. All alterations made in the form of Proxy should be initialed. 3. In case of multiple proxies, the Proxy later in time shall be accepted.

ATTENDANCE SLIP PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE. I hereby record my presence at the meeting of the secured creditors of the Applicant/Transferor Company No. 1, convened pursuant to the order dated October 06, 2016 of the Hon’ble High Court of Orissa, at the premises of the Applicant/Transferor Company No. 1 at Rajgangpur-770017, Dist. Sundargarh, Odisha. Name and Address of Secured Creditor: (IN BLOCK LETTERS) __________________________________________________

__________________________________________________

Signature: _________________________________ Name of the Proxy: _________________________________ (IN BLOCK LETTERS) Signature: _________________________________ NOTE: Secured creditors 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 venue.f

Documents

OCL INDIA LIMITED CIN No.: L26942OR1949PLC000185 Regd