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  • Notice Convening Meeting of Secured Creditor, Unsecured Creditors and Member R - K - Marble PVT - LTD - (Form CAA - 2) For Demerger of R K Marble (Unit II) (90 Degree)

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    Notice Convening Meeting of Secured Creditor, Unsecured Creditors and Member R_ K_ Marble Pvt_ Ltd_ (Form CAA_2) for Demerger of R K Marble (Unit II) (90 Degree)

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    Notice Convening Meeting of Secured Creditor, Unsecured Creditors and Member R - K - Marble PVT - LTD - (Form CAA - 2) For Demerger of R K Marble (Unit II) (90 Degree)

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    FORM NO. CAA. 2 [Pursuant to Section 230 (3) and rule 6 and 7)] BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT NEW DELHI COMPANY APPLICATION NO. CA (CAA) 04/PB/2017 R. K. Marble Private Limited having its registered office situated at Makrana Road, Madanganj - Kishangarh, District Ajmer- 305801 «Applicant Transferor / Demerged Company Ninety Degree Stone Products Private Limited having its registered office at Patni Sadan, Teli Mohalla, Madanganj - Kishangarh, District Ajmer- 305801 «Applicant Transferee/ Resulting Company Notice Convening Meetings of equity shareholders, secured creditors & unsecured creditors of the Transferor_/ Demerged Company and_equity Notice is hereby given that by an order dated the 25" January of 2017, the Principal Bench, New Delhi of the National Company Law Tribunal has directed meetings to be held of equity shareholders, secured creditors and unsecured creditors of the Transferor/Demerged Company and equity shareholders of the Transferee Company/ Resulting Company for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Arrangement proposed to be made between the Transferor/Demerged company and Transferee/Resulting Company and their respective shareholders and creditors. In pursuance of the said order and as directed therein further notice is hereby given that the meetings of equity shareholders, unsecured creditors and secured creditors of the Transferor/Demerged Company will be held at R.K. Marble Private limited, Makrana Road Madanganj, Kishangarh, District Ajmer on Saturday, the 25" day of March,2017at12.00Noon, 2.00PM and 3.00PM respectively at which time and place the said equity shareholders, unsecured creditors and secured creditors are requested to attend the meeting. Further notice is hereby given that a meeting of equity shareholders of the Transferee/Resulting Company will be held at R.K. Marble Private limited, Makrana Road Madanganj, Kishangarh, District Ajmer on Saturday, the 25" day of March,2017at1.00 PM_ at which time and place the said equity shareholders are requested to attend the meeting, Copies of the said Scheme of Arrangement and of the statement under section 230 can be obtained free of charge at the registered office of the company or at the office of its advocate Shri Sandeep Taneja at 152, Gurunanak Pura, Adarsh Nagar, Jaipur-4. Persons entitled to attend and vote at the meeting may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the company at Makrana Road, Madanganj - Kishangarh, District Ajmer- 305801not later than 48 hours before the meeting. Forms of proxy can be had at the registered office of the Company. The Tribunal has appointed Hon’ble Justice Shiv kumar Sharma (Retd.) and failing, him, Shri Vipul Ganda, (Advocate) as chairperson for the above meetings of the applicant companies. The above mentioned Scheme of Arrangement, if approved by the meeting, will be subject to the subsequent approval of the Tribunal. Dated this 18 day of February, 2017 Sd/- Shri Vipul Ganda Altemate Chairperson appointed for the meetings BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT NEW DELHI COMPANY APPLICATION NO. CA (CAA) 04/PB/2017 R. K. Marble Private Limited having its registered office situated at Makrana Road, Madanganj - Kishangarh, District Ajmer- 305801 +» Applicant Transferor / Demerged Company Ninety Degree Stone Products Private Limited having its registered office at Patni Sadan, Teli Mohalla, Madanganj - Kishangath, District Ajmer- 305801 pplicant Transferee/ Resulting Company Explanatory statement pursuant (o section 2303) of Companies Act, 2013 read Rule 6 sub rule 3 of (Compromises, Arrangements and Amalgamation) Rates, 2016 Pursuant to order dated 25.01.2017 passed by the Hon'ble National Company ‘Tribunal, Principal Bench New Delhi, in Company Application No. CA (CAA) 04/PB/2017, the separate meetings of shareholders, unsecured creditor and secured creditors of the Transferor/Demerged Company will be held at R.K. Marble Private limited, Makrana Road Madanganj, Kishangath, District Ajmer on Saturday, the 25" ‘ay of March,201Tat.12.00Noon, 2.00PM and 3.00PM. respectively for the purpose ‘of considering and, if thought fit, to approve, with or without modification(s), the Scheme of Arrangement of R.K. Marble Private Limited between the ‘Transteror/Demerged Company and the Transferee/Resulting Company under Sections 230 to 232 of the Companies Act,2013 (hereinafter referred to as “The Scheme”), In pursuance of the said order, a meeting of equity shareholders of the ‘Transferee/Resulting Company will be held at R.K. Marble Private Limited, Makrana Road Madanganj, Kishangarh, District Ajmer on Saturday, the 25° day of March,2017at.1.00 PM for the purpose of considering and, if thought fit, to approve, with or without modification(s), the Scheme ‘Transferor/ Demerged Company 5/05/1989 as The PAN of (The ‘Transferor/Demerged Company was incorporated on Private Limited Company with CIN U14101RI1989PTC004974, the Transferor/Demerged Company is AAACRI7OIL; (ii) The registered office of the Transferor/Demerged Company is situated at Makrana Road Madanganj, Kishangath, Madanganj, Rajasthan 305801 and having e-mail address as info@rkmarble.com Gi) ‘The Transferor/Demerged Company was initially incorporated as a private limited company and subsequently, the Transferor/Demerged Company was converted into public limited Company and consequently, its name was (iv) o ‘changed from R. K. Marbles Private Limited to R. K, Marbles Limited and a fresh Certificate of Incorporation consequent to change of status dated 21.02.1994 was issued by Registrar of Companies, Rajasthan, Further, the ‘Company has changed its name from R.K. Marbles Private Limited to R.K. Marble Private Limited and also converted itself ftom public limited to private limited, accordingly, fresh Certificate(s) of Incorporation consequent to change in name and status thereto dated 14.07.2003 was issued by the Registrar of Companies, Rajasthan, ‘The Transferor/Demerged Company is engaged in the business of manufecturing, designing and all other incidental aetivity in marble industry and to procure, purchase, take on lease, sub-lease, contract or otherwise acquire and deal with any mines , mining right and concessions and prospecting or development rights at any place and to acquire by purchases, Tease, sub lease, contract or otherwise lands containing minerals of all cescriptions including marble, granite, quartz, lignite, base-metals, precious, semi- precious stones, decorative stones and rock and minerals of economicfindustrial importance in any art of the world and any interesttherein and fo explore, work, exercise, develop and tum to account the same. The main objects as set out in the Memorandum of Association are as under:- ‘The manufacture, fabricate design, engrave, assemble, refine, treat, cut, crush, grind, saw, dress, finish, polish, glaze, process, wash screen, acidize, ‘wax and prepare for market, import, export, purchase, sell or act as agents, brockers, stockists, distributors, suppliers and dealers in all kinds of tiles, blocks and slabs of granite, marble, quartz, (including artificial stones), atcrites, limestones, soap stones, slate stones, sand stones, silica stones, and any waste or by products arising thereof. 2. To procure, purchase, take on lease, sub-lease, contract or otherwise acquire and deal with any mines, mining right and concessions and prospecting or development tights at any place and to acquire by purchases, lease, sub-lease, contract or otherwise lands containing minerals of all descriptions including marble, granite, quarts, lignite, base-metals, precious, semi-precious stones, decorative stones and rocks and minerals of economic “industrial importance in any art of the world and any interestherein and to explore, work, exercise, develop and turn fo account the same. The Authorized, Issued, Subscribed and Paid-up Capital of the ‘Transferor/Demerged Company are as uncler:~ Authorised Share Capital 75,00,00,000/- (Rupees Seventy Five Crore) divided into 7,50,00,000/- (Seven Crores Fifly Lakh) equity shares of Rs. 10/.4Rupees Ten) each, Issued, Subscribed and Paid Up Capital 63,15,57,000/- (Rupees Sixty Three Crote Fifteen Lakh Fifly Seven Thousand) divided into 6,31,35,700/- (Six Crore Thirty One Lakh Fifty Five Thousand Seven Hundred ) equity shares of Rs, 10/-(Rupees Ten) cach, (vii) ‘The name of promoters and directors along with their addresses are as under. Name of Promoters and Designation | Addresses of the Promoters rectors and Directors. Suresh Patni Promoter "RK. House", City Road, Director | Madanganj - Kishangorh, Ajmer E. Vinay Patni Promoter "RK. House |_| City Road, Director Madangenj- Kishangarh, Ajmer Vineet Patni Promoter RAK. Vous", City Road, Dieser Madanganj - Kishangarh, Ajmer Vivek Paint Promoter RK. House’, City Road, Director Madangan} - Kishangarh, Ajmer Vikas Patni Promoter RK. House", City Rood, Biveclor Madanganj - Kishangarh, Ajmer ‘Subhash Chander Agerwal Director RK. Stal Colony, Arihant Vihar colony, Madanganj Kishangarh, Ajmer ‘Sanjay Bakliwal Direcior ‘Oswali Mohalla, Madangani, Kishangarh, Ajmer Shit Ashok Patni Promoter "RK. House", City Road Madanganj, Kishangarh, Ajmer Promoter "RK. Howe", City Ros Shri Ashok Patni Karia OF Madanganj, —Kishangarh, MIS Ashok Kumar Patni (HUF) ___| Aimer Smt, Sushila Patni Promoter RK. House", City Road Madanganj, Kishangath, Shi Suresh Patni Karta OF Promoter MIS Suresh Kumar Patni (HUF) Madanganj, Kishangath, Poe Ajmer _ Sseaseeee ‘Sint. Shania Patni Promoter "RK. House®, City Road Madanganj, Kishangarh, L eH Ajmer Siu Vinal Pati Promoter "RK. House’, City Road Madanganj, Kishangarh, [Ajmer 3 ‘M/S Vimal Kumar Patni (HUF) Promoter "RK. House”, City Road Madangeni, Kishangath, Ajmer ‘Smt. Tarika Paint Promoter "RK, House", City Road Madanganj, Kishangach, fo _ ce Ajmer oe Shri Rishabh Patni Promoter “RK. House", City Road Madanganj, Kishangarh, Ajmer aoe ‘Shri Kanwar Lal Patni Karta Of | Promoter “RK. House", City Road MIS Ratan Lal Patni (HUF) Madanganj, Kishangarh, Aimer | ‘Shri Kanwar Lal Patni Promoter "RK, House", City Road | Madanganj, Kishangarh, | Eee Ajmer ‘Shri Kanwar Lal Pai Karia OF | Promoter WRK. House", City Road M/S Kanwar Lal Patni (HUF) Madanganj, Kishangarh, He Ajmer ‘Smit, Chattar Devi Patni Promoter’ RK, House", City Road W/O. Shri Kanwar Lal Patni Madanganj iangath, Ajmer ‘Shri Vineet Patni Karta Of Promoter "RK, House", City Road ] MIS Vineet Patni (HUF) Madanganj, Kishangath, | Ajmer # ‘Shri Vikas Patni Karta OF Promoter "R.K, House", City Road MIS Vikas Patni (HUF) Madanganj, Kishangarh, Ajmer ‘Smt. Shuchi Patni Promoter "R.K. House", City Road Madanganj, Kishangarh, Ajmer, ‘Smt. Shraddha Patni Promoter “RK. House", City Road Madanganj, Kishangarh, Ajmer, ‘Shri Pawan Bakliwal Promoter Oswali mohalla, Madanganj - kishangarh ‘Sint, Usha Bakliwat Promoter Oswal mohalla, Madanganj - kishangarh Transferee/ Resulting Company a wi ‘The Transferee/Resulting Company was incorporated on 11/11/2005 as Private Limited Company with CIN U14103RJ200SPTC021576. The PAN of the Transferee/Resulting Company is AACCNSS30F. The registered office of the Transferee/Resulting Company since Incorporation was situated at Makrana Road, Madanganj-Kishangarh which was changed to Patni Sadan Teli Mohalla Madanganj Kishangarh, Ajmer, Rajasthan 305801 w.e.f 13.11.2015 and e-mail address of the Comps fo@rkmarblegroup.co.in Gi) (iv) Ww) ‘The Transferee/Resulting Company is engaged in the business of manufacture, fabricate design, engrave, assemble, refine, treat, cut, mine, crush, grind, saw, dress, finish, polish, glaze process, wash sercen, wax and prepare for market, import, export , purchase , sell transport or act as agents « brokers , stockists, distributors, suppliers and dealers in all kind of tiles , blocks and slabs of granite, marble, agglomerated marble, all products of cultured marble, quartz, precious, and semi- precious stones (including anificial stones), lateritious, limestones , soap stones, slate stones , sand stones , kota stone, silica stones, building stones and all kind of stones, ‘The main objects as set out in the Memorandum of Association of the ‘Transferee/Resulting Company is as under:- 1, To manufacture, fabricate, design, engrave, assemble, refine, treat, cut, mine, crush, grind, saw, dress, finish, polish glaze, process, wash, screen, wax and prepare for market, import, export, purchase, sell, transport or act as agents, brokers, stockiest, distributors, suppliers and dealers in all kinds of tiles, blocks and slabs of granite, marble, agglomerated marble all produets of cultured marble, quartz, precious and semi-precious stones {including artificial stones) lateritious, lime stones, soap stones, slate stones, sand stones, kota stones, sitica stones, building stones and afl kind of stones. 2. To produce, purchase, take on lease, sub-lease, contract or otherwise acquire and deal with any mines, mining rights and concessions and prospecting or development rights at any place at any acquire by purchase, lease, sub-lease, contract or otherwise land containing minerals or all descriptions, including marble, granite, quartz, lignite, basemetats, precious, semi-precious stones, decorative stones and rocks and minerals of economic / industrial importance in any part of the world and any intorest therein and to explore, work, develop. 3. To cany on the business of trading agricultural products, Metals including precious Metals, precious stones and diamonds, oil, gas, petroleum & energy products and all other commodities in spot market and in futures and all kind of derivatives of all above commodities. To catry on the business of brokers, sub-brokers, Market Makers, arbitvagers, aggregator and / or hedgers, in agricultural products, metals cluding precious metals, precious stones and diamonds, oil, gas petroleum & energy products and all other commodities in spot market and in futures and all kind of derivatives of all the above commodities permitted under the laws of India. To become member and participate in ‘trading settlement and other activities of any Commodity Exchange {including National Multi Commodity Exchange) facilitating for itsetf or for clients traders & dealing/ settlement of trading in spots, in futures and in derivatives of all the above commodities permitted under the Laws of India. ‘The Authorized, Issued, Subscribed and Paid-up Capital of the ‘Transferee/Resulting Company are as under: ‘Authorised Share Capital A) 00,000% (Rupees ‘Fen Lakh) divided into 1,00,000/- ( One Lakh) eauity Ghares of Rs. 10/-(Rupees Ten) each. Issued, Subseribed and Paid Up Capita Ftp G001- (Rupees Ten Lakh) divided into 1,00,000/- ( One Lakh) equity shares of Rs. 10/-(Rupees Ten) each. (vi) The name of promoters and direstor$ along with their addresses are as under ‘of Promoters and Directors Particulars ‘Addresses of the Promoters | and Directors. WRK House". City Road, | ‘Madanganj - Kishangerh, Ajmer Rathi Kun sindhi Colony, Kishangath nitK. House’, City Read, Madanganj-Kishangarl, mer, "RK, House, City Road, ‘Madanganj-Kishangach, Ajmer [k. ouse City Road, Madanganiy Ajmer WRK. House City Road, Madangan}-Kishangarh, Ajmer RK, House’, City Road, ‘Madanganj-Kishangart, Vineet Patni Promoter Hemant Rathi Shri Ashok Patni Promoter Promoter shangath, shri Vineet Patni ‘Shri Suresh Patt Promoter gmt, Shanta Patni _ BLK. House’ ity Road, Madanganj-Kishangerh, Promoter Shri Vikas Patni City Road, ‘Madangani-Kishangat, | Shri Virwal Patni City Road, Madangani-Kishangath, som, Tavika Patni Shri Kanwar Lal Patni Karta OF M/S Ratan Lal Patni (Hut) Promoter "RIK. House”, City Road, Madanganj-Kishangarh, Ajmer Shri Kanwar Lal Patni "RAK, House” City Road, Madanganj-Kishangeth, Ajmer Promoter ‘Smt. Shuchi Patni Promoter PRK. House’, City Road, Madanganj-Kishangarh, Ajmer Smt, Chattar Devi Patni W/O. Shri Kanwar Lal Patni "RAK, House", City Road, Madanganj-Kishangarh, Promoter City Road, Madanganj-Kishangash, Ajmer The Scheme provides for demerger of R.X, Marble Private Limited (Unit 11) from the Transferor/ Demerged Company and transfer and vesting of the same into Transferee/Resulting Company. Both these companies belong to the same group having majority of the common shareholders and one common director namely Shri Vineet Patni, However, except the above, there is no relationship subsisting between such companies and neither of them have holding, subsidiary or associate relationship with each other. The Board of Directors of Transferor/Demerged Company and Transferee/Resulting Company at their Board Meetings held on 22.12.2016 and 02.01.2017 respectively have approved the Scheme. ‘The names of the directors of the companies who attended the respective board meetings are as under:- Directors of Transferor/Demerged Company Directors of Company ‘TransfereeiResaliing Suresh Pain [Vinay Patni Vineet Patt ‘Hemant Rathi Vineet Patni Vivek Paint | Vikas Pat | Subhash Chander Agarwal [Sanjay Bakdiwal All the above ditectors who were present in their respective meetings participated and voted in favour of the resolution. None of the directors voted against the resolution or abstained from voting, 6 Scheme:- a Gi) b) The Scheme of Arrangement provides for the demerger of the Demerged Undertaking of R. K, Marble Private Limited (*Demerged Company”) into Ninety Degree Stone Products Private Limited (Resulting Company”), The expressions “Demerged undertaking”, “appointed date” and “Bffective Date” as defined under the Scheme are as under+ “Demerged Undertaking” means the entite R.X. Marble Private Limited (Unit 1D) previously known 2s 90 degree stone division of the Demerged Company, having it’s place of business at NH- 8 Near GVK Toll Plaza, Jaipur Road, Village Badgon, Tehsil Kishangath, ict Ajmer-305801 which would be transferred on a going concern basis into the Resulting Company on ancl from the Appointed Date. Without prejudice to the generality of the above, the Demerged Undertaking shall mean and include: all immovable property(ies) of the Demerged Undertaking including tangible assets, land andl building, plant and equipment/ machinery and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies and otherwise), capital work- progress and all documents of ttle, receipts and easements in relation thereto, all rights, covenants, continuing rights, title and interest in connection with the said immovable properties; all movable assets pertaining to and in relation to the Demenzed Undertaking, whether in present, future or contingent, tangible oF intangible, in possession or reversion, corporeal or incorporeal ncluding but not limited to plant and equipment? machinery, vehicles, bank balances, cash and cash equivalents, investments ineluding non- current investments of all kinds either in equity shares of listed company or unlisted company, if any, or any other investments made by the Demerged Company pertaining/belonging to the Demenged Undertaking, all loans and advances, whether long-term or short-term, secured or unsecured, recoverable in cash or kind or value 10 be received including interest accrued thereof, if any, all deposits whether with government or semi government, local authorities or any other institution and bodies, including but not limited to amounts receivables from Central Government’ State Government(s) under any of their scheme(s)plan(s), balances recoverable from Government Authorities, if any, trade receivables, advance tax(es) paid, unutilized Minimum Alternate Tax (MAT) credit, office equipment’s, electrical installations, offices, inventories including but not limited to computers, software, furniture & fixtures, other current assets, capital work-in-progress, benefits arising of whatsoever nature and wherever situated belonging to oF in the ownership, power or possession and in the control of or vested in or granted in favor of or enjoyed by the Demerged Undertaking; ©) All agreements, rights, contracts, entitlements, permits, EPCG license, other licenses, subsidy under RIPS- 2010, other subsidies, approvals, consents, engagements, arrangements and all. other privileges and benefits ‘of every kind, if any, nature and description whatsoever relating to the Demerged Company's business, activities and operations pertaining to Demerged Undertaking; d) all the debts (whether secured or unsecured) including but not limited {0 long-term and short-term borrowings, trade payables, long-term and short-erm provisions, deferred tax liabilities, current liabilities including contingent liabilities), duties and obligations of the Demerged Company of every kind, nature and description whatsoever and howsoever aceruing of arising out of, and all loans and borrowin: raised or incurred and utilized for its businesses, activities an operations, ifany, pertaining to Demerged Undertaking, ¢) all intellectual property rights (whether registered or unregistered), records, files, papers, data and documents, if any, relating to the Demerged Company's business, activities and operations pertaining to Demerged Undertaking; 1) all legal proceedings of whatsoever nature by or against the Demerged ‘Company, if any, pending as on the Appointed Date and relating to the Demerged Undertaking: and £) all employees engaged in or relating to the Demerged Company's business, activities and operations pertaining to Demerged Undertaking, “Appointed Date” means the 1.4.2016 or any other date as may be specified by the Tribunal “Effective Date or coming into effect of this Scheme” shall be the last of the following dates or such other dates as the Tribunal may direct, namely (the date on which certified copies of the orders of the Tribunal under section 232 of the Act are filed with the Registrar of Companies, Rajasthan or Gil) the date on which last of the consents, approvals, sanctions and/or orders as are hereinafter referred fo in para 11.3 of this Sclieme have been obtained, whichever is later. Gili) ‘The share exchange ratio is 7.22:1 ie the shareholders of the Transferor/Demerged Company shall get 7.22 hates of the/Transferee/Resulting company for every 1 share they hold in the ‘Transferor/Demerged Company. The valuer has adopted the valuation methodology as prescribed under Rule ITU and Rule UA ‘of the Income Tax Rules, 1962, (iv) The rationale for the Scheme as is under:- ‘The Demerged Company deals in processing of marble block and ‘marketing and selling of the rough and finished marble siabs and tiles, ®) i mainly in domestic market, The rough marble blocks are obtained through quarries owned by the Demerged Company and additionally by importing from various countries. In the year 2012, the Demerged Company established a new unit in the naie of “90 Degree Stone” (Demerged Undertaking herein) at NH- 8 Near GVK Toll Plaza, Jaipur Road, Village Badgon, Tehsil Kishangarh, District Ajmer-305801. This Demerged Undertaking deals in processing of blocks and selling of designed, earved and art worked slabs! cut stone of major five varieties of natural stones ic granite, marble, sandstone, slate, and quartzite, The products of the Demerged Undertaking are sold both in national and intemational market. The said Demerged Undertaking is separately registered under Rajasthan Investment Promotion Scheme-2010 for entitlement of subsidy and having separate Export Promotion Capital Goods Licence. ‘There is no interdependence between these two business activities of the Demerged Company having different market and customer base.” ‘The Boards of Directors of the Companies are of the view that proposed demerger of the Demerged Undertaking belonging to the Demerged Company into the Resulting Company would lead to the independent growth of both business activities by enabling Demerged and Resulting Company 0 concentrate on their core business activities, This demerger shall enhance the scope for independent collaboration with strategic investors and shall also improve the operational efficiencies for both the companies, ‘The total amount due to unsecured creditors of the Transferor! Demerged Company and Transferee Company/Resulting Company as on 04.01.2017 is Rs, 117,33,09,926 and Rs. 30,32,300 respectively. Note:~ The Shareholders and the creditors are suggested to read the Scheme which is, enclosed to the Notice, 7. Diselosures:- a The Scheme proposes the transfer and vesting of Demerged Undertaking from the Transferor Company into the Transferee ‘Company entailing transfer of all the assets and liabilities pertaining {o the Demerged undertaking to the Transferee/ Resuiting Company for consideration in terms of issuance of shares by the Transferee! Resulting Company. ‘The creditors of and employees in the service of the Demerged Undertaking shall become the creditors and employees of the Transferee! Resulting Company. Except as above, the Scheme has no material effect on the key managerial personnel, directors, promoters, non-promoters members, depositors, ereditors and employees of the companies. Gi) The Scheme has no effect on material interest of director, key managerial personnel exeept as shareholders, if any Gil) ‘The valuation is received and the share exchange ratio has been determined by R. Mohnot & Co. LLP, independent chartered accountant 8. No investigation proceeding is pending against either Transferor/Demerged Company or Transferee/Resulting company under the provisions of Companies Act, 2013, 9, The following documents of ‘Transferor/Demerged Company and Transferee/Resulting Company will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members and Creditors of the Companies at the registered offices of the Companies between 11,00AM to 4.00PM on any working day. (The copy of latest audited financial statement including consolidated financial statement as on 31.03.2016. Copy of Order dated 25.01.2017 of Hon'ble National Company Law ‘Tribunal, Principal Bench, New Delhi passed in Company Application No. CA’ (CAA) 04/PB/2017, inter alia, giving directions to convene separate meetings of shareholders and creditors of the Applicant ‘Companies. iii) Copy of Scheme of Arrangement, iv) Copy of valuation report. (v) The certificate issued by Auditors of the company to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the accounting standards prescribed under section 133 of the Companies Act, 2013 (vi) Such other information or document as the board or management believes necessary and relevant for making decisions for or against the scheme. 11, Membersfcreditor may attend! and vote at the respective meetings in person or by proxy, provided that a proxy in the prescribed form, duly signed by nember/oreditor, is deposited at the Registered Office of the Company not later than 48 hours before the meeting, SD/- Shri Vipul Ganda Alternate Chairperson appointed for the meeting ed Anvexure SCHDME OF ARRANGEMENT BRTWEEN RK. MARBLE PRIVATE LIMITED AND NINETY DEGREE STONE PRODUCTS PRIVATE LIMITED ‘AND ‘THETR RESPECTIVE SHAREHOLDERS AND CREDITORS, EREAMBLE, ‘This Scheme of Arrangement is presented under Sections 230 to 232 af the Companies, ‘Act, 2013 for the demerger of the Demenged Undertaking (defined hercin afer) of RL K Marble Private Limited (*Demetged Company") into Ninety Depsee Private Limited (“Resulting Compaay”) PARTS OF: EMI ‘This Scheme of Arrangement is divided into th following parts: PART I deals with the definitions, share capital, and setionale fer this Scheane of Arrangement; PART 1 deals with ehe war and vesting of Pemerged Undertsking (ie. 1X. Mable Private Limited (Unit I) pjeviouily known a8 “90 Degiow Stine Divs, a dened tere afte) of Demrged Company nto Resting Company aa going concen PART WH deals with gener terms and conditions applicable to this Scheme af Arrangement, PARTI 1. DEFINITIONS In this Scheme (as defined hore in after, unless repugnant f the meaning and ‘context thereof, the following expressions shall have the following messing (2) Act” means the Companies Act, 2013 and rules made there inder ©) “Appointed Date” means the 1.42016 oF any other date as may be specified by the Teibunal . (C) “Effective Date oF coming into effect of this § heme” shall be he last of the ftlowving dates or such ether dates as the Tribumal may’ dict, namely co (2) the dato on which certtied copies of the orders of the Tribun under section 232 of the Act are filed with the Registrar of Companies, Rajasthan or (Gi) the date on which fast of the consents, approvals, sanctions and/or orders 4s are hereinafter refered to in para 11.3 of this Scheme have been ‘obtained, whichever is later, (@) emerged Company” means R. K. Marble Private Limited, a private limited Company incorporated under the provisions of Companies Act,1956 having its registred office situated at Makcana Road, Madangenj - Kishangath, Disisiet ‘Ajmer. 305801; (©) “Demerged Undertaking” means the entre R.K, Marble Private Limited(Unk. 11) previously known as 90 degree stone division ofthe Demerged Company, having, plece of business at NH- 8 Near GVK Toll Plaza, Jaipur Road, Village Bedgon, ‘Tebsil Kishangarh, Distiet Ajmer-305801 which would be transferred on @ going once basis into the Resulting Company on and fiom the Appointed Date ‘Without prejudice to the generality of the above, the Demerged Undertaling shall mean and include 8) all immovable property(ies) ofthe Demerged Undertsking including tengible assets, nd and building, plant and equipment! machinery and structires standing thereon (whether frechold, leasehold, leave and licensed, right of ay, tenancies and otherwise), capital work-in-progress and all dosuiments of tile, receipts and easements in relation thereto, ai} sights, covenants, continuing rights, tke ae interes in cometion with the std immovable Properties; %) all movable assets pertaining to and in relation to the Demesged ‘Uncestaking, whether in present, sure of contingent, tanzbleo inne, ‘in possession or reverscn corporeal or incerporet!inteding but not lnited (0 plant and equipment machinery, vebicss, bank balances, cash and cash cevivalens, inlesimepts Inching jomsurrent investments of all kinds ithe in equity |saresof Histed.company oy listed company, i any, or any ‘other investnents made by the Demergsd Company perainins/blanging co the Demenged Undertaking, all loans and advances, whether longtem or shoré-temm, sooured or unseoured, recoverable in cash oF kind or vale to be received including interest accrued thereof, if any, all deposits whether with government or semi government, los authorities or any other institution and bories, including but wot limited fo amounts neccivables fhom Cental Casper c = me (SubRAGhC, a at) Ducctor (eins 8) all employees engaged in of refating to See ‘(Suhash C. Agent) Goverment! State Govemment(s) under any of their schemetsyplan(s), balances recoverable from Govemment Authorities, iP any, trade receivables, advance taxes) paid, unutilized Minimum Alternate Tax (MAT) credit office equipments electrical installations, offices, inventories including but not limited to computers, software, furniture & fixtures, ter euro assets, capital wo progress, benefits arising of whatsoever nature and wharever sitvated belonging to or in the owneiship, power or possession and in the control of or vested in or granted in favor of or enjoyed by the Deterged ‘Undertaking; ©) All agreements, rights, contracts, entitlements, permits, EPCG licenss, other licenses, subsidy under RIPS- 2010, other subsidies, approvals, consents, engagements, arrangements and all other privileges and benefits of every kind, if any, nature snd description whatsoever relating to the Demerged Company's business, activities and operations pertaining to Demerged Undercakings i i i a) all the dobts (ving secured or insscuréa ining bot not ited te long-term andl shorter torfowings, hae pabables, longexm a shot ferm provisions, deferred tax liabilities, current Habilities nciuding contingent liabilities), duties and obligations of the Deierged Company of every kind, nature and description whatsoever and howsoever accruing or rising out of, and all loans and borrowings raised or ineured and utilized ‘or its businesses, activites end operitons, if any, pertaining to Dewerged Undertaking; ©) all intelectual property rights (whether registered oF unregistered), reso, files, papers, date and doc nents, if any, relate to the Demerged Companys business, activities and operations peneining to Demerged Undertakings 5) all legal proceedings of whatsoever nature by of against the Demerged Company, if any, pending as on the Appointed Date and relating to the emerged Undertaking: and Demerged Company's business, activites and operations pertaining to emerged Undertaking, Director (Finances ‘The broad dist hset ad hile comprising ofthe Domergd Untetng eh earring corer ei ced soi aoe ea oe 6m ict Ste! amt © Record Date means the date to be fixed by the Board of diveetors of Demerged ‘Comipany forthe pusposes of detenmining the members of Demerged Company’ to ‘whom the shares of Resulting Company will be alloted pursuant io the Seheme, (2) “Resulting Company” means Ninety Degree Stone Preduets Private Limited, 3 company ioorporated under the provisions of the Companies Act, 1956 and having it registered office at Patni Soden, Toli Mohalla, Machangan - Kishangarh, District Ajmer- 205801; i) "Schieme” or “the Scheme” oF “this Scheme” means the Scheme of Arrangement in its present form with any amendment/modifcations approved ot imposed or directed by the shareholders or oreditors of Demerged Company and Resulting Company andor by the Hon'ble Tribunal or any other relevant L authority, @ —“Tribunat™ means the National Company Lew Tribundl, Bench at New Delhi or ‘any other Bench having teritoia uristiction to approve the Scheme. 2 SH PAL ‘The Authorised, Issued, Subscribed and Paid Up Share Capitstof the Domerged « ‘Company and the Resulting Company a8 on 31.03.2076 & as under: - 24 DEMERGED COMPANY AUTHORISED SHARP. Capra Rs, 75,00,00,000/- (Rupees Seventy Five Crore Only) divided ino 7.50,00,000 (Seven Crores Pity Lakh) equity shaves of Rs, 10/-(Rupees Ten Only) each ISSUED, SUBSCRIBED AND PAI rAL Rs, 63,15,57, 600% (Rupees Sixty Three Crore Fifieen Lakh Fifty Sovew Thousand) divided into 6,31,85,700 (Six Crore Thinty One Lakh Fifty Five Thousand Seven Hundred) equity shares of Rs, 10/4Rupoes Ten Only) each fe hegre 2 - - eas corer 22 RESULTING COMPANY AUEHORISED SHARE. CAPITAL, Re, 10,00,000/- (Rupees Ten Lakh Only) divided into 1,00,0004- (One Lakh) equity shares of Rs. 10-{Rupees Ten Only) each ISSUED, SUBSCRIBED AND PATD UP CAPITAL 20,00,000. (Rupees Ten Lakh) divided into 1,00,000¥- ( One Lak) equity shares of Rs, 10/-(Rupees Ten) each -BATIONALE FOR THE SCHEME ‘The Demerged Company deals in processing of marble blosk and marketing and ‘selling of the rough and finished marble slots and tiles mainly in domestic market, ‘The rough marble blocks are obtained through quarries owned by tho Demerged Company and additionally by importing from various countries. In the year 2012, the Demerged Company established new unit in the name of “90 Degree Stone” (Demerged Undertaking herein) at NH. 8 Near GVK Toll Plz, Jaipur Road, Village Bedgon, Tehsil Kishangaeh, District Ajmer-305801, This emerged Undectaking. deals in processing of blocks and selling of designed, ‘carved and art worked slabs/ eat stone of major five varieties of natural stones be, granite, marble, sandstone, slate, and quartzite. The products of the Demergod Undertaking are sold beth in national and internationsl marge. ‘The said Demserged ‘Undertaking is separately registered under Rajasthan Jnvextiet Proetion Seheme-2010 for yen of subidy mn abing spate Expo" Promation Capital Goods Licen ‘There is no interdependence between these two business activities of the Demerged Company having different market and customer base. ‘The Boards of Directors of the Companies are ofthe view that proposed demerger of the Demerged Undertaking belonging to the Demerged Company into the Resulting Company would leed to the indepenstent growth of both business activites by enabling Domerged and Resulting Company to concentrate on their ‘core business activities, This demerger shall enhance the seope for independent collaboration with strategic investors and shall also improve the opecstonal RK. Marble Put, Ltd ‘eMciencies for both the companies PARTAT 4 "BRAND VI DEM UNDeRTAI 4.) Upon coming into effect ofthis Scheme and with effect (fom the Appointed Date, 42 43 44 Ss rR. Kk. Marble Pvt, Lid, the Demerged Undertaking of Bemerged Company sholl under the provisions of section 230 to 232 of the Act and without further ac, instrument, deed, matter or thing, stand tranafered to and vested in and shall be deemed 10 be transferred and vested in Resulting Company on a going concern basis alongwith all the rights, titles, and interests i Upon exming int dite gf this Scheme, al ppt] reisatons, anova consents, statutory licensed, licenses to set tp and operate any business, quotas, rights including leasehoid and tenancy rights, enilements, any other fieeases including thove relating to the rademavks, copy rights patents, tenancies, ining, privileges, powers, facilities of every kind and desoription of whatsoever nature in relation to the Demerged Undertaking to which Demenged Company is a party or to the benefit of which Demerged Company may be sligible snd which are subsisting or having effect immediately before the Effective Date, shall be and romnain in fll force and effect in favour of or against Resuking Company, as the cease may be, and may be enforced as fully and effectually as if, instead of emerged Company, Resulting Company had been a party or beneficiary or oblige thereto, In respect of such assets of the Demerged Company relating to the Bemeryes Undertaking as ere movable in nature, or incomporeal property, oF are otherwise capable of transfer by manual delivery oF by endorsement and delivery inching but not limited to investments in shares, debentures, ndtor any other instrument of other bodies corporate, the sume may, upon the Scheme becoming effective, be so ‘wansferred to Resulting Company and shall upon such ttansfer become the Property and an intograt part of Resulting Company. fn respect of such of the said ‘Assets other than those refered hereinabove, the same shall, without any further ‘ct, instrament or deed, be transferred and vested in andlor be deemed to be ‘ransferred to and vested in Resulting Company, ‘The tax destucted af source (TDS)advance tax pad by Demerged Company, ifany, in respect of income of the Demerged Undertaking from the Appointed Dato shll be deemed fo be the tax deducted from/advance tox paid by Resulting Company and credit for such TDSiadvance tax shall be allowed to Resulting Company esa 45 5a 52 6. notwithstanding thet certifientesichallans for TDSfadvance tax ace in the name of emerged Company and not inthe name of Resulting Company Upon coming into effet of the Scheme and wi effect fom the Appointed Date all secured and unsecured des abies inching contingent sie, whether disclosed or undisclosed, dues, uxes and obligations of Demerged Company pertaining tothe Demerged Undertaking slong with any chatge,enewbeance len or seerty therean shall also be vested or be deemed to be and stand vested, ‘without any further ae, instrument or deed, to Resuling Company, pursuant to the provisions of Section 232 ofthe sid Act s0 a8 to become the dts, lailites, utes and obligations of Resulting Company, snd furor thats shall not be necessary to obtain consent of any third panty or aer person who ea pty to ny contact or arrangement by vire of which such debts, Habits, duties and obligations have arisen in oxde o give effet tothe provisions of this case. 1 lavified that in so far asthe assets of Demerged Company are concerned, the scouty or change over such assets or part there of, relating to any fens oF borrowing of the Demerged Company, shal, without any further act or deed continue to relate t0 uch asset oF any part thereof, after the Effective Date and shall not rete to or bo available to ax eoouriy in relation to any prt ofthe assess ‘of Resulting Company, Similarly, s0 far as the assets of the Demerged ‘Undertaking sre concerned, the seeuiy or chatge over such assets or part thors of relating to any loans or borowing ofthe Demenged Undertaking, shall, without any further actor deed continue to relate to such assets or any part thereof, aftr ‘ho Effective Date and shall not relate to or be availabe to asset in eatin sy part ofthe assets of Demerged Company. LEGAL PROCKEDING: ‘Upon coming into effect of this Scheme, al snits, ations and proceedings by of ‘gninst the Demerged Undertaking of Demerged Company ponding andr arising ‘on ot before the Effective Date shall be continued and he enforced by oF against Resulting Company as effectually as if the same had been pening meor arising by or against Resulting Company. Resulting Company undertakes to have all legal or other proceedings inkinted by (oF against the Demerged Undertaking of Demerged Company referred 0 in subs clause 5.1 above transfered to its name and to have the same continued ‘prosecuted and enforsed by or agains! Resulting Company. r v CONTRACTS AND’ pings. Agar wr finances a a 2 13 74 Upon. coming into effect of this Scheme, and subject 10 the provisions of this Scheme, all contacts, deeds, bonds, agreements, arrangements and other anients of whatsoever nature pertaining to the Demerged Undertsking to which Demerged Company is » pary of to the benefit of which Demerged Company may be sligible, and which are subsisting or having effet immediatly before the Effective Date, shall be in full force end effect against or in favour of Resuiting Company as the case may be and may be enforeed ae fully and ‘effectually as if, instead of Demerged Company, Resulting Company had been a party or beneficity or obligee thereto. Resulting Company shall, wherever Decessary, enter into andor issue andor execute deeds, writings ar confirmations, cter into any tripartite arrangements, confirmations ot novasions to. which Demerged Company will, if necessary, also be a party in ceder 4 give formal fect tothe provisions ofthis clause REORGANISATION OF CAPITAL, seal bad taligethoteet ere paar eeeet Cony a ele eet aly capes Resulting Company for every fone.) equity share of Rs. 10/- (Rupees Ten Only) of Denes Compy tote equity shabu of Denergsd Company whase In case any equity shareholder's holding in Demerged Company is such that the ‘member become entiled to a faction of an emuity share in Resulting Company, such fractional shares shall be rounded off othe nearest one ‘The exchange ratio as stated fn clauses 7.1 herein has been determined by the Board of Directors of Demerged Company and. Result Company based on the independent judgment and taking ints consideration the share exchenge ratio ‘worked out by independent Chartered Accountants R. Mohnat & Co, LLP. The equity shares of Resuling Company to be issued and alloted to the Shareholders of Demerged Company shall rank for dividend, voting rights and in all other respects par passu wth the existing equity shates of Resulting Company, ‘The equity shares of Resulting Company to be issued and alloted shall be subject to the Memornndum and Asticles of esseciation of Resulting Company, 8. ACCOUNTING TREATMENT. 8.1 Allthe sss and the abies perinng tthe Demerged Undertaking recorded in the books of Denergd Company shall sand casera © and Ysed Resting Corpary pusvnt othe Schnsand shall be reerded by Resting Company attr espoetive book lesa which hey appear in he bake of Demerged Company immediately bef the Agpeinted Date. Xt isle tt fo ci ns ft oft ce ni oft nh psn iy the funds employed) ss os the Appointed Date“by Demerged Company in the emerged Undertaking stall, heen payable to Demers Company fom the eating Compan. inl he acomaltd prof ertning (the Dene undraklng shall be the eanieatin ofthe deers and he ething company sh ise te sae the shrholes ofthe Deneraed Conny. prescribed under Section 133 of te Companies Act, 2013. The difference, if any, of the value of net assets of the Demerged Undertaking of Demerged Company ‘and the face value of the equity shares to be alloted by Resulting Company to the shareholders of Demergedl Company shall be recorded as goodwill or ofedited t0 ° 82 The accountng ueatment shall be in accordance with accounting standanis j the reserve sth case may be, inthe books of Resulting Compeny 9. EMPLOYE 9.1. Upon the coming into effet of this Schome all employees in the service of the Demerged Undertaking of Demerged Company, immediately preceding the Effective Date shail become employees of Resulting Company onthe bass that (© Their sorvices shall be deemed to have been continuous and not have been interrupted by reasons ofthe said transfer i) The terms and conditions of service applicable to employees a twansfer shi fer such hot in any way be less favourable to them thas those applicable to them immediacly preceding the transfer 92 It is expressly provided that as far as the provident fund, grawity scheme, ‘superannuation scheme, existing forthe benefit af the employees employed in the Demerged Undertaking of Demerged Company are concerned, upon the corning, ‘ito effect of this Scheme, Resulting Company shall stand substituted. for Demerged Company for all purposes whatsoever, selated to the administration of ‘operition of such schemes or funds or in relation to the obligation to make contributions to the said funds in acconsance with provisions of such schemes/funds as per the terms provided in the respective trust dels (© the end Foe BK Marie eee CS eas Pgs, Sifach ¢. Aas © Direct: (Finance) ? and intent tha all the rights, duties, powers and obligation of Demerged Company fn relation to such schemes/funds shall become those of Resulting, Company. Is ‘larified that the services of the employees of the Denterged Undertaking. of Demerged Company will be treated as having been continuous forthe purpose of the aforesaid sehemes/fues 93 emerged Company and Resulting Company will file the relovant intimations to the statutory authorities concerned who sball take the same on record ane endorse i the name of Resulting Company for Demerged Company. 10. WITH_E OM THE APPOINTED DATE UP TO AND CLUDING CTW) : 204 Demerged Company shal cary onan sal be deemed to have cared om al busines nd actives pertaining othe Demerged Undertaking an shall cquie, @ hold and snd posoesedof and sal e deere to have aque, held and stood ; owetodof al teases ofthe Denerged Undertaking forand on account of, and in rst fo, Resting Company, 10.2 Demerged Company shall carry om its business and activities with reasonable diligence and business prudence; and 103 All profits or insomes accruing or arising to the emerged Company on expenditure, or losses arising or incurred (including the effect of taxes, if eny, thereon) by Demerged Company in relation to the Demerged Undertaking on and after the Appointed Date shall, for all purposes, be treated and be deemed 10 be 7 treated and accrued as the profits or incomes or expenditure or lsses of Resulting we Company, a the case may be. PART IN 1 GENERAL TERMS AND CONDITIONS APPLICABLE TO THE SCHEME V1 Application to Hon'ble Ti sl Hl and Resuting Compaity shall Sith al reasonable dxpteh i "ake applications) / pettion(s) to the Hon'ble Tribunal under Section 230 and 252 and other applicable provisions ofthe Act, for sanctioning the Scheme and for comening andr seeking exemption (o convene the mesting ofthe shareholders ‘ndor ofthe ereditors, ad to obtain all other approvals as may be regard unde ‘aw. Director {hina} Demerged Company, 112 Mocifcations/Amendments tothe Scheme (emerged Company and Resulting Company by their respective Board of Directors cither by themselves or by any person authorized for the purpose of ‘committee constituted by the Board of Directors inthis behalf may make or essent from time 10 time on behalf of ll persons concemed to any extension, i ‘modification or amendments of this Scheme or any of conditions or limitation ‘which the Tribunal and/or any authori sipersons migy deem fit to approve of or impose and fo resolve all doubts or difficutios that may arise for carrying out the Scheme and to do and exec ali acts, deeds, matters and things necessary for putting the Scheme ino effect, i Gi) For the purpose of giving effect to this Scheme or to sny modification oF 4 amendments thereof, the Board of Directors of Resulting Company or any person @ authorized for the purpose or any committee constituted by the Boatd of Directors in this behalf may, give and are authorized to give all such directions as are necessary including rections for sting ny question or doubt or dificulty that j may aise | oeciEE ! idea] : | na tions! | This Scheme is conditional on and subject to: (i) Any lender consent, as may be applicable, from the lners of Demerged : Company or Resulting Company, if so mandated under any agreement centered into with the lenders « (4) The consents by the requisite majority of the sharcholders to the Scheme. | ily The sanctions of the Hon'ble Tribunal being obtained under soetion 230 ‘and 232 and other applicable provisions of the suid Act, iso maquized on ‘behalf of Demerged Company and Reeubing Company. Registrar of Companies Rajasthan, at Jaipur, I | Gr) The eeritfed copies ofthe order of the Hon’ble Tribunal being fled with | N14 fleet of on-recelnt of anprovals/sanctions Inthe event of any of the said sanctions and approvals net being obtined and/or the Sehieme not being sanctioned by the Hon'ble Tribunal andor ‘tho order(s), this Scheme shall stand revoked and can nll ad void and be of no effect, apne ie oo oS Sons rg Pd ns 6 ng k Stoo roccs Pvt}

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