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    GULF OIL

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    95 views31 pages

    Gulf Oil

    Uploaded by

    mohammedrahees18
    gulf oil

    Copyright:

    © All Rights Reserved
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    [SCHEME OF ARRANGEMENT. BETWEEN GULF O1L CORPORATION LIMITED AND (GULF O1L LUBRICANTS INDIA LIMITED ‘THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS LUNDER SECTIONS 391 TO 394 READ WITH SECTIONS 75, 10 T0 106 OF THE ‘COMPANIES ACT, 1956 AL PREAMBLE ‘Gulf O11 Corporation Limited (GOCL’ isa public inte company incorporated on 20° ‘Api 1961 unr th provisions ofthe Companies Act, 1956, having its reseed ce at Kukatpaly, Snatizagnr(E), PO, Hydra ~ 500 O18. The equity share fhe Demerged [Company (as defined hereinafter) ar Hsted on the BSE Limited an the Naonl Sack [Exehamge of Inia Limited. GOCL i ena engage in following basins visions seo blow (© Labricants — Business ofthe entvile Gulf Oi India Limited, was eaabished in the year 1993 primarily to manufacture, mak and ener technical servi in biting ol, greases, ato accessories and car care products (merged with GOCL in the year 2002) The Divison i a regular supplier to almast ll the major automebile and tractor manufacturers inthe country and is sproved by almost all major rg equipment manufrs; Indastriat Explosives — Primarily engage in he business of manufactwing, marketing and techicl services ia indusial explosives, detonating socestres and speci devices for Defence and Space sppissone; a Infrastructure Contracts ~ Unir this business, GOCL underage seale mining services in coal, ten or, Limesone and uranium mines. GOL alo undeaes conts inthe infarct sector sch a underground me lay, ovate highs, industrial strates dings, (Wo Property Development - GOCL typically develops aps proparties owned by i ito ‘cil economic 20, instil pars and commercial conglomerates, Gulf Oil Letricams India Limited (omery mown as Hindyja.infasrtre “LimisdX‘GOLIL) sa company Icons unde the Ac (8 defined hein, having registred office at clo Gulf Oi Corpor Linited,Kulatply, Saatnagr () PO, Hyderte ~ $0018. The Renting Company (5 detndhersnae) is curently a holy owned subsidiary of GOCL, ‘Rationale of he Scheme a Inorder to ahiov flee of operates and managenet and wih he intent of aing the business operons undeaken by the emerged Company, the minigmen, of Demereed Company hs eid to concent onan strengthen i coe competences and have reer focus and cree mare valve for the Lutvcants Undertaking (as dened esi in the interests of maximizing ovr sharholdr vale, ‘Therefor, with view o effet such play the Board of Diets of Demerged Company and tte Resling Compary proposes th the Luscans Unde ofthe Demerged Conan ‘be trnsfered to and vested in the Resulting Company on a going concern basis te undertaken through ths Scheme (s defined hina) under he provisions of Secians 391, 394 rea with Sections 78,100 to 104 of he Act nd other relevant provisions ofthe Act fn sch conieron and ia such manera provided for in tis Schime (as defned hers, ‘Accordingly, his Scheme under Setions 391 to 394 read with Sections 78,1000 108 ofthe ‘Act hs been proposed to provide formas of Luis Underaing ofthe Demered Company by way of demerger to the Resting Company and reduction of capil of emerged Company by sich extn deemed neces. "Upon the sanction ofthe Scheme by the High Cour (a defined herein) and the Schone am Secoming effete on he tive Date(s dein heater te Lavcas Uneking of te Devers Conary shall snd nso an te vest in the Fesang ‘Company onan fom the Appeined Dae foralntet and purpose ‘This Schame also makes provision fer varius ether mates consequential related thereto and oterwiseineprally connected therewith ‘The Schemes divided ito following pas (©) Per dais withthe Deft: and Sar Cpt ofthe Denese Conny and Resulting Compary; Part UI dels with be mechanics of the nse ofthe Labia Underaing by way of demerger of business on «going conem basis for cnsdention ting ischarged by way of sue of sare ofthe Resulting Company tothe shareholders of the Demeresd Company ining reduction f capo the Resulting Conpny and ‘eduction in capital and reserves of te Demerged Company desired ove eft to the demerger (li) Part HE deals wth General Tems and Condon. ‘he Demerger of the Latians Undertaking (ako refered to as “he Donurged UUndeakine") fom the Demereed Company tothe Resting Company shall comply with the provisions of Scton 219A) ofthe Insome Tx Act, 1961, such hat © alte properies ofthe Denerges Underaing,heing ase by the Deneged Company, immediately before the Demerger shall become the properties of the Resulting Company by vw of such Demerge, Gal the nies rouble to the Demergl Underaing being ranted by he Demerged Compan, mmedistely before the Daserge shal come the abiliti of ‘the Resulting Company by vue of uch Demerger the propertie snd the tbls reltable to the Damerged Undertaking eng ‘earsfened by Demeged Compaty sl be waster othe Relig Company at the values sppesring inthe books of account of Deng Company med ‘fore the Demergs. For this purpose, any change in the valve of assets consequnt ‘0 their evahaton, i any shal be ignored: (@) the Resulting Company sal isu, in consieration ofthe Demerge, shan tthe shareholders of Demerged Conparyon a proportions bss; (‘Sorel oldng atleast 75% value of stres ofthe Demerged Company sl tome the shaholer of te Resting Company by vinte of te Dene, ‘terse than a a result of he aeguistion ofthe property or assets the Danerged (Company or ny inderaking hereof by Demerged Company; and (the taster of the Demerged Undertaking shal be ona going conse basis ‘This Scheme hasbeen drawn vp to comply with the condions relating to “Demag” as ‘specified under Section 219AA) of the nome Tax Act, 1961 any en or provision ofthe Scheme ls found or interpreted to be inconsient with he sid provisions at ae: date, {ncn resulting from an amendment of law or for any cher reason whoever ad the Ssheme stall stand modified wo the exent determined necesary to comply with Seton 209AA) ofthe neame Tx Act, 1961 Such modifcaton wil however not ae oe pars ofthe Scheme PART I. DEFINITIONS AND SHARE CAPITAL. 1 DEFINrTIONs ints Schone, ures repugnant the narng or coment hohe elowingexpesions hall ‘mv the meaning as rovidd anywhere inthe body ofthis Scheme anda dive in hs Pn @ "Ast" or “he Aet” means the Companies Act, 1956 and Companies Act, 2013 an mies imade thre under and shall inde any story modifaion or re-enactment tmendiment thereof forthe time being in fre. Any references othe provisions of th Companies Act, 1956 stl te construc tobe references tthe eoresponding provisos of ‘the said provisions inthe Companies Act, 2013, © “Arrangement” means the term “arangenent” as refered 1 and understod under he ‘Provision of Sections 391 to 394 red with Sections 78, 10 0 104 ofthe Act and ees ‘elvan provisons ofthe Act: (© “Appointed Date" mean opening of bsness hours on Api 1, 2014 or uch other dates may be directed by the High Cou forth purpose of giving eet tthe scheme; (® “Board of Directors” or “Board” i elon to each of the Renuling Company and tn emerged Company, asthe case may be, shal, ules tbe repugnant tothe conte! et therwise includes a commits of dies oe any person dul constuted and auld by the respective Boards of Directors; (© “BSE means BSE Lite; (© “Cour” or “High Court” means Hon'ble High Court of Julicaue of Andhra Pacha ¥ydentad having jrscton in relation othe Denergsd Company and the Ressing ‘Compan, or such other competent auoriy or the National Company Law Tina ns ‘hom this Scheme in its preset frm is submited fr sanctioning under Secon 391364 ‘ead ith Seton 78, 10 = 104 of the Ac, (© “Demerzed Company” means Gul Oi Coporon Lined which psy cagagedin the flowing business o | Manufacture and Making of Luvicans 1 Industrial Explosives {Manufacture and Mating of Indust Expasves |i. Manufacture and Marketing of Detonating Acessories Mining Infastructire 44 Property Development “Brectve Date” means te lst the dtes on which the cries re copie of th Ore of the High Court undor Secon 391 snd 398 rad with Sesion 78,100 104 ofthe Ast sanctioning the Scheme ar fled with the Resta of Companies a Hydro anal he ontons and maters refered in Clause 28 ofthis Scheme occur o have ben fulfilled ‘or waived in accordance with his Scheme oF the Appointed Dt, whichere i ater. Any references inthe Scheme to “upon the Scheme becoming effcsive” or “on coming nto effet ofthe Scheme” or “Scheme coming ato eet” sall mean the “Efeive Dates “Lubricants Undertaking” meas the Lubricants business cated out by GOCL end Includes business, activites and operations (nclding ene assets and labile) ering tothe Luvicans busines of GOCL, on & pong concem bas, and include, ito inition the following: 4) al properties and assets, movable and immovebl ising immoveblepopety metioned in Schedule, rela personal in posession or reversion, corporeal nd Incorporel, present and fre, contingent or of whatsoever natue, wheeoever site slng with buildings, lab equipments, pipelines and valves, fies, plat and machineries, vehicles, investments (i any), capital workin progres, caren ass, office equipments, apliances, computers, accessories, licens, permits, ots, approvals, registration, lease, enany righ, ncenives, if any, municipal Permissions, consents, powers of ever kin, mature and description whseoever in ‘connection with or perning or relatable to Lubricants business and all ther permissions, rghs (acing sighs under any contacts, goverment conics, ‘memorandum of understanding. etc), all eailemens, deposi, sivaness and ‘moneys pido eeived bythe Demerged Company i connection wih or pertaining or elutableo Lubricants Busnes al sturutry Hceses and oe permissions and / spprovals and oF flings to cay on the operations of the Labrcans business, ‘benefis ofall agreements, import eniementscntrts and angen and ll ter intrest in connection with relating othe Latins Busines, © ll des, lates intatig comings Ubi, tis, aes and obigaions Including transfer riig, export obligations of te Danerged Conpary pring ‘or rising ot fae o relatable o Lucas Business; ©) all depots and alances with Government, emi Governent, local a eter ‘suthrits sn bodies, customer and oer persons, ees money nd / realy epsits paid or recived by the Demerged Company dey or indy in ooneton with o relating to Lucas Business; © Lobricams business cared cut trough investnents in overseas subsiiaies in ‘Bangladesh (le Gulf Oil Banladesh Limited}, Indonesia Ge PT Gulf it Lavcans Indonesian China (e Gulf (Ya) Company Limited, along with necessary? ‘ented approvals, UIN obtained in relation o thes investments, and ote identified investments of all kind Getting socks, bons, debenture sock, usc pss through certificate) as may be Bld onthe Appointed De ©) al sscessary books, record, Hes, paper, product speciation engines. and Process informe, recrds of standard operating procedies, computer progans ‘ong with theese, drawings, manus, da, catalogues, quotations, ses and advertising materials, ists of present and former cistomers and supplies, custmner ‘ait lafomnation, cuter pricing infomation, and cher records whether in Dhsialor lesan form in coneton with rretng io Lubiants Bins; 9) allbrands, dems, ade names, patents and domain names, copyrights, india esis de ser, prot eats, dose, and oer inlet propery, wheter in Indio bond, and al te interes exchsively relating tthe goals services bing eal with by Lubricants usiness; and 2 all enployees ofthe Demerged Company substantially engaged in the Lubicnts ‘osines and thse employes tha ar determine bythe Bord of Directors oft emerged Company to be subsantaly engaged in or relatable to Latics Basis 1) a obligation Gluing any sume, eter of ered, laters of comfort or ay che instrament or arangements which may give rset a congo lib wheter fom) and aie, both presen and ie, (ining dec x ables, Indiret ox abies, defered tax lables, comtnget abilities and the Transfered shits (shen defined) an obligations une any licenses or permits schemes), whether secured or unsecured, whether provided foro not inthe books of ‘Scout or dslosod in the balance shee, spetining or relting othe Lubvews "ndeaking of Demers Company = o © o ro) or te purposes of this Scheme itis larified tha lables peraiing or relating Lubrcans Undertaking shall mean: (8) Thelibilies which aise out of the cvs or operations of the Lubians Underaing: (©) The speci loans or boowings rie, inured and ilo solely for he tvs or peatons af the Lubricants Undeaking nd (© Incases, other than those refered to in subcauses (a) and () above, 30 much ofthe amounts of general or mulpurpose borowitgs of Demersed ‘Company, allocable to the Lubricants Underaking as stnd In the same ‘Proportion with which th value of the asses uansfered to the Resuking Company under this Scheme teas to the tol value of the ass of emerged Company immediatly before the Demerger, as eseribed under the Income: Act, 196 4) Any question tht may rise as to wheter a specified eset or lability an or ‘employee pertains or does not prin to Lucas Busnes or wher it arises ot ofthe activites or operations of Lucas Business shall be decided by mt sgrement between the Board of the Demerged Company ani the Resulting Company. “NSE” means Nasional tock Exchange of nia Limited: “Record Date” means the date 1 be fixed by the Board of Diets ofthe Resting ‘Company, forthe purpose of ssw of shares ofthe Resting Company to he shareholders ‘of Demarged Company on demerger of the Lubricants Undertaking an wasfer an vesting ‘thereof ino the Renting Company “Registrar of Companies” means te Regist of Conpanies, Andhra Prash, Hyderabad: “Remaining Busnes” meas the business, eset and lables of be Denerged Company cher han the Lubricams Underaking and icles ll ther busines unis division and their respective ase, abiltis including potion of general of multipage bomowings, ‘contend employes no allocated othe Luians Undertaking of GOCL ‘sulting Company” means Gulf Ot Laban Inia Lined , «company incrpoed unde the Act, having its registered fea of Gulf hl Corporation Lind, Kukatpally, Ssnahnaga (IE), PO, Hyderabd ~ 500018. © © “Scheme” or “he Scheme” or “is Scheme” meas this Scheme of Arangement in ‘seordance wih Sesion 2(9AA) ofthe Income tax Act, 1961 ints pee fom, oper ‘wih ll te schedules nd sone, which hall fom part ofthis Scheme of Arangenent ‘ Demerper and sal be submited tote High Court or with any modifestion) made ner Clase 27 of this Scheme o with sch ether modiestionv/ancadners athe gh ‘Court ay diet, ‘Alltems and word not defined in ths Scheme shal, unless epagnan or coiay 1 the one oF meaning theo, have the same eating ssribed o them under the Act, the Secures Const (Reultion) Act, 1955, Secures and Exchange Board of Ida Ac 1992 Gluding the Regulations made thereunder, te Deposries Ac, 1996 and othr rotate laws, ley reunion, odens, as the cae may be of ny stary Iolfcaton o re-enactment thereof rom tine t tine, DATE OF COMING INTO EFFECT 21. The Scheme stout esa in is present form or with any maton aproved or Imposed or directed by the High Court of Juste of Andhra Pradesh shall be ‘fective fom the Appoited Date bt shall be operative fom Efectve Date. 22 ‘Any reference in this Scheme to “wpon the Scheme becoming effictve” or “ffeivenes of the Scheme” or “upon the coming ino eet ofthe Scheme” shat mean theEfestive Date. SHARE CAPITAL 3 The auton, ad sbseribed an pid wp str capital ofthe Demers Company ‘00 March 3, 2013s une Partcalars Rapetia Laks ‘Authorized Share Capital TE S000 00 Ezy Ses of Teach 230000 Tear 500.00 Tisved, Subeeribad a 3ST 980 Egily Shares of Re Tea Toad ‘The egy shes of GOCL a listed on BSE and NSE, 32. The above, isd sutsribed and pid up share ail ofthe Resulting Campany 00 March 31,2013 i a uder ace ‘Authorized Capital S000 Ey Share of Re TOC eh 300700 iets eters na | ama Tasved, Sbserbed and Paap 000 Ey ares OF RS 10 ach ally pap Son Totar 0000 “Ente share capital ofthe Resutng Company is presently held by GOCL and is nominees ‘Upon effectiveness ofthe scheme th existing share capital held by GOCL willbe canclled inten of Clause 14 of his Scheme. Funter, pon isu of shares by GOLIL in tems of (Clase 13 of this scheme, the shares of GOLIL will be stad on BSE and NSE. = cock, ‘Section A-Transfor and Veting ofthe Lubricants Undertaking ofthe Demerged Company 4. TRANSFEROF ASSETS ‘Upon coming lao eet ofthe Scheme and with ftom the Appointed Dae: 4L1 Subject tthe provisions of the Scheme, the Lins Undertaking of Deneged Company, 5 define in Clause 1), hal subject the provisions of ths Clause in etion othe made ‘of vesting a pursuant Seton 3941) ofthe Act, nd without any farther sto esd, be transfered to and vested in and is deemed to be tansfered to and vesed in Resoing (Company, a going concer. 42. Thewhole ofthe Luvicans Undertakings aforesi, shall, under he provisions of Sections 391 0 394 ofthe Act and all oer applicable provisions ofthe Act ify, without any further actor ded, be watered to and be vse in and be deemed o be tansfered to and ‘be vested in Resulting Company, sa the day immesintlyproseding te Apoinied Date, 0 1 10 vest in Resulting Company all he rights, tile and intrest of Denerged Company thesia 43 Inthe event dt the Board of Diecos of Demerged Company and Resting Company ede to implement the Scheme, the aster and vesting of movable asses be effected os follows 43:1 All the movable asets of the Lubricants Undeaking or asets otherwise cable of wafer, by manual delivery or by endorsement and delivery, icuding cash in had ll ventory lying at various locations shall be physically handed over by manual delivery o Resting Company tothe end and intent thatthe propery therein pases o Resulting Company on sich every, without requing any ded a instrament of conveyance forthe sme an shall become the property of Resulting Conary acordngly. Sch delivery shall be made on & ate mutually agreed upon between Demergsd Company and Resitng Company win thy days ftom the Ezive Dt, 4432 In respect of movable asets, other than hse specified in subause 4.3.1 shove, ncating stionable claims, aster of sundry dbo, elated investments nd oustanding loans and scvances, If any, recoverable in cash o in kind o value to be resived, bank balances, depots wth the Blt, Winter, Cental Exc, Customs, Sales Tax /VAT/ GST and sich 4s 46 ‘ber eprtnen ofthe Site and/or Cntal Goverment if any and Indemnity, Guar, Undertaking furnished to any department or athaiy of the State and / or Centar Government, Demerged Company sll ive nace in sch form a thy may deve tat [oer cach party, eo, poses or he ives ofDemrged Company a th ce may bs tha puso the Orders of the High Cort sntning the Scene, he said de oan, aerate be pid or made goa orld on acount of Resulting Conpany ste enon vest in Resuking Compary Resuking Company may, i required lve notice in such fem as Ee may dem fit and proper to each person, der or deposits or inves hat pursuant the ‘Orders ofthe High Court sanctioning te Scheme, the said person, dco o depose shuld Pay the det, oun or advance or make good the same of hold the same tothe acca of Resting Compary and tat the igh of Resuking Company to recover relist nee | substation ofthe ight of Demers Company ‘Al lavestmei in verses subsidies as menoned in Clause 1X4) to be ranted to Resting Company, 19 te exe Bld onthe Aponte dite. Al th reqisteaconn, compliance hitherto being underaken by Demerged Cosigany in tia and oveses i ‘elton tothe overseas subsidiaries ob continued by Resting Company i imilr mamer, erifemes, Teenscs, pemision, consents, approval, authortions, rgistaions op ‘Story rights ae jointy hel by the Lubricants Underaking and anyother divisions of ‘te Denerged Compt sal be deemed 1 conte spate cess, pension, no ctistin eects, conse, seroval, autores, regs or saity rigs ode ‘lw or concerned sary autores an leersor shal ene andor mutate o ad 3e seprton, upon he fling ofthe Scheme assanconed with such ators nd cenans aes the same becomes efetve, $0 a to fae the continuation of operations af he “etic Undeaking nthe Resulting Conpany witout ny hindrance fom he Eecing Dae, a7 4a 49 Undertaking in ems ofthe varios Stes / Schone / Plies, of Union ae Ste Govemmments shall be avalable to and vest in Resuhing Compary upon this Schene Secoming fective, Further, the captions, tack record and creer of he Labora Laderakng. in manaicring and siping te produ thereat wo various autrnn ‘cies and lions prior tos wanfer to Resin Capny shal be ken no acct ang lreed and recognised asthe experience, tack read od credentials of such Lirica Lnderakng en afer is taster 1 Resng Conpany, inline for te panes of “tei, sanding, vlutin and pariptn of Resting Company in al exing and ure ids, ender and contracts of such auholis, agencies and lens, AN faxes, des, ces payable by the Demergd Company relating to the Lobicants nsertaking nlig al ray advance tax payments, ax deducted at ou, x ies, ‘finds cet, claims relating teeta stall forall puposes be teed as advance as ents x deducted ot source, tx abso fn, theese maybe ofthe Resulting Company, ‘nat any cre ots duct sce or ayer ex ret ein rag > {te Lubricants Undoaking is recived inthe name of Demerged Company, ital he ‘deemed to have been received by Resulting Conpany which alone tll ened dain ‘ret for such nx deduced pa AI cheques and other negotiable insruments, payment orders recived ot presente for ‘seashment which ae inte name of the Demerged Company periaining oth Lubrans Uodenating tr the EGectve Duell be aceted bythe banker of te Resting Caray tl creed he secu of te Resting Compa, peste bythe Resaing Compan, Silay, the banker of te Reuting Cmpry sal now al chi ised by tte Demersd Company peralning to the Labrcans| Undertaking for payment af the fete Dt regi the Demergs Company al allow manning of bark aecoue (te Dene Company in conection with he ules of the Lubin Underalig. ha ‘by expel clare tht ny legal proces by organs the Dencged Company a ‘sono cheques and ote ego insunent ayes rds ceived or presen ‘acashment which ae inthe name of the emerged Company pertining tothe Labvcass cceoking sal be to at cyte, retin by or esas he Revi Company after the coming ino effet of the Scheme, 10 5 1s cried thai any ees estate, claims, ih, ite, Interest ino ahve eting to ‘ch sects) or any conracts deed, bonds, agreements, schemes, anangements or other insrumens of whatcever mute in relaon to Demerged Company, which Denerged ‘Company owns orto which Demerged Company is party and which canot be tanstered Resulting Company for any reason whatsoever, Demerged Company shall old such ast or A such time asthe wasters fected ‘TRANSFER OF LIABILITIES ‘Upon coming effet ofthe Scheme and wit effec fom the Appointed Dat: st sa sa A leans ised and ued, debs, bilis, dies and obligations of every kind rs,

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