ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED

Transcription

1 CIN Website ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED Registered Office Tel No MEETING Day Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat, India L63090GJ1998PLC Tuesday Date 27 day of June 2017 Time Venue POSTAL BALLOT AND E-VOTING Start Date and Time End Date and Time INDEX MEETING OF THE EQUITY SHAREHOLDERS a.m. (1000 hours) J.B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad , Gujarat, India 28 day of May 2017 at 9.00 a.m. (0900 hours) 26 day of June 2017 at 5.00 p.m. (1700 hours) Sr. No. Contents Page No. 1. Notice convening e meeting of e equity shareholders of Adani Ports and Special Economic Zone Limited under e provisions of Sections of e Companies Act, 2013 read wi Rule 6 of e Companies (Compromises, Arrangements and Amalgamations) Rules, Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of e Companies Act, 2013 read wi Rule 6 of e Companies (Compromises, Arrangements and Amalgamations) Rules, Annexure 1 Scheme of Arrangement between Adani Ports and Special Economic Zone Limited and The Adani Harbour Services Private Limited and eir respective shareholders and creditors under Sections of e Companies Act, Annexure 2 Valuation Report dated 14 day of February 2017 issued by BSR & Associates, LLP, Chartered Accountants OF ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED (convened pursuant to final order dated 18 day of May 2017 passed by e National Company Law Tribunal, Bench at Ahmedabad) 1 NOTICE-EQUITY SHAREHOLDERS

2 INDEX Sr. No. Contents Page No. 5. Annexure 3 Fairness Opinion dated 14 day of February 2017 issued by JM Financial Institutional Securities Limited to e Board of Directors of Adani Ports and Special Economic Zone Limited 6. Annexure 4 Copy of Observation letter dated 25 day of April 2017 from BSE Limited to Adani Ports and Special Economic Zone Limited 7. Annexure 5 Copy of Observation letter dated 24 day of April 2017 from National Stock Exchange of India Limited to Adani Ports and Special Economic Zone Limited 8. Annexure 6 Complaint Reports dated 4 day of April 2017 submitted by Adani Ports and Special Economic Zone Limited to BSE Limited and e National Stock Exchange of India Limited, respectively 9. Annexure 7 Summary of e Valuation Report including e basis of valuation 10. Annexure 8 Report adopted by e Board of Directors of Adani Ports and Special Economic Zone Limited in its meeting held on 14 day of February 2017 pursuant to e provisions of Section 232(2)(c) of e Companies Act, Annexure 9 Report adopted by e Board of Directors of The Adani Harbour Services Private Limited in its meeting held on 14 day of February 2017 pursuant to e provisions of Section 232(2)(c) of e Companies Act, Annexure 10 Unaudited Financial Results of Adani Ports and Special Economic Zone Limited st for e period ended 31 December Annexure 11 Unaudited Financial Results of The Adani Harbour Services Private Limited for e st period ended 31 December Proxy Form 15. Attendance Slip 16. Postal Ballot Form wi instructions and self-addressed postage prepaid Business Reply Envelope (Loose leaf Insertion) 2

3 Adani Ports and Special Economic Zone Limited a company incorporated under e provisions of e Companies Act, 1956 and having its registered office at Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat, India. BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH, AT AHMEDABAD CA (CAA) NO. 53/NCLT/AHM/2017 In e matter of e Companies Act, 2013; And In e matter of Sections read wi oer relevant provisions of e Companies Act, 2013; And In e matter of Adani Ports and Special Economic Zone Limited And In e matter of Scheme of Arrangement between Adani Ports and Special Economic Zone Limited and The Adani Harbour Services Private Limited and eir respective shareholders and creditors; }... Applicant Company To, NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY The equity shareholders of Adani Ports and Special Economic Zone Limited (e Applicant Company ): TAKE NOTICE at by a final order made on e 18 day of May 2017 in e abovementioned Company Application (e Order ), e Hon'ble National Company Law Tribunal, Bench, at Ahmedabad ( NCLT ) has directed at a meeting of e equity shareholders of e Applicant Company, be convened and held at J.B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad , Gujarat, India on Tuesday, e 27 day of June 2017 at a.m. (1000 hours) for e purpose of considering, and if ought fit, approving, wi or wiout modification(s), e arrangement embodied in e Scheme of Arrangement between Adani Ports and Special Economic Zone Limited and The Adani Harbour Services Private Limited and eir respective shareholders and creditors ( Scheme ). TAKE FURTHER NOTICE at in pursuance of e said Order and as directed erein, a meeting of e equity shareholders of e Applicant Company, will be held at J.B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad , Gujarat, India on Tuesday, e 27 day of June 2017 at a.m. (1000 hours), at which place, day, date and time you are requested to attend. At e meeting, e following resolution will be considered and if ought fit, be passed, wi or wiout modification(s): RESOLVED THAT pursuant to e provisions of Sections and oer applicable provisions of e Companies Act, 2013, e rules, circulars and notifications made ereunder (including any statutory modification or re-enactment ereof) as may be applicable, e Securities and Exchange Board of India Circular No. CIR/CFD/CMD/16/2015 dated 30 November 2015, e observation letters issued by each of e BSE Limited and e National Stock Exchange of India Limited, dated 25 day of April 2017 and 24 day of April 2017, respectively, and subject to e provisions of e Memorandum and Articles of Association of e Company and subject to e approval of Hon'ble National Company Law Tribunal, Bench, at Ahmedabad ( NCLT ) and subject to such oer approvals, permissions and sanctions of regulatory and oer auorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or oer auorities, while granting such consents, approvals and permissions, which may be agreed to by e Board of Directors of e Company (hereinafter referred to as e Board, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by e Board or any person(s) which e Board may nominate to exercise its powers including e powers conferred by is resolution), e arrangement embodied in e Scheme of Arrangement between Adani Ports and Special Economic Zone Limited and 3

4 The Adani Harbour Services Private Limited and eir respective shareholders and creditors ( Scheme ) placed before is meeting and initialled by e Chairman of e meeting for e purpose of identification, be and is hereby approved. RESOLVED FURTHER THAT e Board be and is hereby auorized to do all such acts, deeds, matters and ings, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to is resolution and effectively implement e arrangement embodied in e Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by e NCLT while sanctioning e arrangement embodied in e Scheme or by any auorities under law, or as may be required for e purpose of resolving any questions or doubts or difficulties at may arise including passing of such accounting entries and /or making such adjustments in e books of accounts as considered necessary in giving effect to e Scheme, as e Board may deem fit and proper. TAKE FURTHER NOTICE at you may attend and vote at e said meeting in person or by proxy provided at a proxy in e prescribed form, duly signed by you or your auorised representative, is deposited at e registered office of e Applicant Company at Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat, India, not later an 48 (forty eight) hours before e time fixed for e aforesaid meeting. The form of proxy can be obtained free of charge from e registered office of e Applicant Company. TAKE FURTHER NOTICE at in compliance wi e provisions of (i) Section 230(4) read wi Sections 108 and 110 of e Companies Act, 2013; (ii) Rule 6(3)(xi) of e Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 22 read wi Rule 20 and oer applicable provisions of e Companies (Management and Administration) Rules, 2014; and (iv) Regulation 44 and oer applicable provisions of e Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, e Applicant Company has provided e facility of voting by postal ballot and e-voting so as to enable e equity shareholders to consider and approve e Scheme by way of e aforesaid resolution. The Applicant Company has provided e facility of voting rough ballot/polling paper at e venue of e meeting. Accordingly, you may cast your vote eier rough postal ballot or rough e-voting or rough ballot/polling paper at e venue of e meeting. Copies of e Scheme and of e Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of e Companies Act, 2013 read wi Rule 6 of e Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along wi e enclosures as indicated in e Index, can be obtained free of charge at e registered office of e Applicant Company at Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat, India or at e office of its advocates, M/s. Singhi & Co., Singhi House, 1, Magnet Corporate Park, Near Sola Bridge, S. G. Highway, Ahmedabad , Gujarat, India. NCLT has appointed Prof. G. Raghuram, an Independent Director of e Applicant Company and in his absence, Mrs. Radhika Haribhakti, an Independent Director of e Applicant Company and in her absence Dr. Malay Mahadevia, Whole Time Director of e Applicant Company to be e Chairman/Chairperson of e said meeting including for any adjournment or adjournments ereof. The Scheme, if approved in e aforesaid meeting, will be subject to e subsequent approval of NCLT. A copy of e Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of e Companies Act, 2013 read wi Rule 6 of e Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, e Scheme and e oer enclosures as indicated in e Index are enclosed. Sd/- Radhika Haribhakti Chairperson appointed for e meeting Dated is 18 day of May 2017 Registered office: Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat, India. 4

5 Notes: 1. Only registered equity shareholders of e Applicant Company may attend and vote eier in person or by proxy (a proxy need not be an equity shareholder of e Applicant Company) or in e case of a body corporate or Registered Foreign Portfolio Investors ( RFPI ) or Foreign Institutional Investor ( FII ), by a representative auorised under Section 113 of e Companies Act, 2013 at e meeting of e equity shareholders of e Applicant Company. The auorised representative of a body corporate/rfpi/fii which is a registered equity shareholder of e Applicant Company may attend and vote at e meeting of e equity shareholders of e Applicant Company provided a copy of e resolution of e board of directors or oer governing body of e body corporate/rfpi/fii auorising such representative to attend and vote at e meeting of e equity shareholders of e Applicant Company, duly certified to be a true copy by a director, e manager, e secretary or oer auorised officer of such body corporate/rfpi/fii, is deposited at e registered office of e Applicant Company not later an 48 (forty eight) hours before e scheduled time of e commencement of e meeting of e equity shareholders of e Applicant Company. 2. As per Section 105 of e Companies Act, 2013 and e rules made ereunder, a person can act as proxy on behalf of not more an 50 (fifty) equity shareholders holding in aggregate, not more an 10% (ten percent) of e total share capital of e Applicant Company carrying voting rights. Equity shareholders holding more an 10% (ten percent) of e total share capital of e Applicant Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any oer person or equity shareholder. 3. The form of proxy can be obtained free of charge from e registered office of e Applicant Company. 4. All alterations made in e form of proxy should be initialed. 5. During e period beginning 24 (twenty four) hours before e time fixed for e commencement of e meeting and ending wi e conclusion of e meeting, an equity shareholder would be entitled to inspect e proxies lodged at any time during e business hours of e Applicant Company, provided at not less an 3 (ree) days of notice in writing is given to e Applicant Company. 6. NCLT by its said Order has directed at a meeting of e equity shareholders of e Applicant Company shall be convened and held at J.B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad , Gujarat, India, on Tuesday, e 27 day of June 2017 at a.m. (1000 hours) for e purpose of considering, and if ought fit, approving, wi or wiout modification(s), e arrangement embodied in e Scheme. Equity shareholders would be entitled to vote in e said meeting eier in person or rough proxy. 7. In compliance wi e provisions of (i) Section 230(4) read wi Sections 108 and 110 of e Companies Act, 2013; (ii) Rule 6(3)(xi) of e Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 22 read wi Rule 20 and oer applicable provisions of e Companies (Management and Administration) Rules, 2014; and (iv) Regulation 44 and oer applicable provisions of e Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, e Applicant Company has provided e facility of voting by postal ballot and e-voting so as to enable e equity shareholders to consider and approve e Scheme by way of e aforesaid resolution. The Applicant Company has provided e facility of (i) postal ballot and e-voting; and (ii) ballot/polling paper at e venue of e meeting. Accordingly, you may cast your vote eier rough postal ballot or rough e- voting or rough ballot/polling paper at e venue of e meeting to be held on 27 day of June The quorum of e meeting of e equity shareholders of e Applicant Company shall be 30 (irty) equity shareholders of e Applicant Company, present in person. 9. A registered equity shareholder or his proxy, attending e meeting, is requested to bring e Attendance Slip duly completed and signed. 10. The registered equity shareholders who hold shares in dematerialized form and who are attending e meeting are requested to bring eir DP ID and Client ID for easy identification. 5

6 11. The registered equity shareholders are informed at in case of joint holders attending e meeting, only such joint holder whose name stands first in e register of members of e Applicant Company/list of beneficial owners as received from National Securities Depository Limited ( NSDL )/ Central Depository Services (India) Limited ( CDSL ) in respect of such joint holding, will be entitled to vote. 12. The documents referred to in e accompanying Explanatory Statement shall be open for inspection by e equity shareholders at e registered office of e Applicant Company between a.m. and noon on all days (except Saturdays, Sundays and public holidays) upto e date of e meeting. 13. The Notice, togeer wi e documents accompanying e same, is being sent to all e equity shareholders eier by courier service or electronically by to ose equity shareholders who have registered eir ids wi e Applicant Company/registrar and share transfer agents/nsdl/cdsl, whose names appear in e register of members/list of beneficial owners as received from NSDL/CDSL as on 18 day of May The Notice will be displayed on e website of e Applicant Company and on e website of CDSL A person, whose name is not recorded in e register of members or in e register of beneficial owners maintained by NSDL/CDSL as on e cut off date i.e. 18 day of May 2017 shall not be entitled to avail e facility of e-voting or voting rough postal ballot or voting at e meeting to be held on 27 day of June Voting rights shall be reckoned on e paid-up value of e shares registered in e names of equity shareholders as on Thursday, e 18 day of May Persons who are not equity shareholders of e Applicant Company as on e cut-off date i.e. 18 day of May 2017 should treat is notice for information purposes only. 15. The Applicant Company has engaged e services of CDSL for facilitating e-voting for e said meeting to be held on Tuesday, e 27 day of June Equity shareholders desiring to exercise eir vote by using e-voting facility are requested to follow e instructions mentioned in Note 30 below. 16. The notice convening e meeting, e date of dispatch of e notice and e Explanatory Statement along wi e postal ballot, amongst oers, will be published rough advertisement in e following newspapers, namely, (i) Indian Express (All Editions) in e English language; and (ii) translation ereof in Gujarat Samachar (Ahmedabad Edition) in e Gujarati language. 17. In accordance wi e provisions of Sections of e Companies Act, 2013, e Scheme shall be acted upon only if a majority in number representing ree four in value of e equity shareholders of e Applicant Company, voting in person or by proxy or by postal ballot and e-voting, agree to e Scheme. 18. A postal ballot form along wi self-addressed postage pre-paid envelope is also enclosed. Equity shareholders voting in physical form are requested to carefully read e instructions printed in e attached postal ballot form. Equity shareholders who have received e postal ballot notice by and who wish to vote rough postal ballot form, can download e postal ballot form from e Applicant Company's website or seek duplicate postal ballot form from e Applicant Company. 19. Equity shareholders shall fill in e requisite details and send e duly completed and signed postal ballot form in e enclosed self-addressed postage pre-paid envelope to e scrutinizer so as to reach e scrutinizer before 5.00 p.m. on or before 26 day of June Postal ballot form, if sent by courier or by registered post/speed post at e expense of an equity shareholder will also be accepted. Any postal ballot form received after e said date and time period shall be treated as if e reply from e equity shareholders has not been received. 20. Incomplete, unsigned, improperly or incorrectly tick marked postal ballot forms will be rejected. 21. The vote on postal ballot cannot be exercised rough proxy. 22. There will be only 1 (one) postal ballot form for every registered folio/client ID irrespective of e number of joint equity shareholders. 23. The postal ballot form should be completed and signed by e equity shareholders [as per specimen signature registered wi e Applicant Company and/or Registrar and Transfer Agents (namely, Link 6

7 Intime India Private Limited) and/or furnished by e Depositories]. In case, shares are jointly held, is form should be completed and signed by e first named equity shareholder and, in his/her absence, by e next named equity shareholder. Holder(s) of Power of Attorney ( PoA ) on behalf of an equity shareholder may vote on e postal ballot mentioning e registration number of e PoA wi e Applicant Company or enclosing a copy of e PoA auenticated by a notary. In case of shares held by companies, societies etc., e duly completed postal ballot form should be accompanied by a certified copy of e board resolution/ auorisation giving e requisite auority to e person voting on e postal ballot form. 24. Mr. Ravi Kapoor, Practicing Company Secretary (Membership No. FCS 2587/COP 2407) has been appointed as e scrutinizer to conduct e postal ballot and e-voting process in a fair and transparent manner. 25. The scrutinizer will submit his report to e Chairman of e meeting after completion of e scrutiny of e votes cast by e equity shareholders of e Applicant Company rough (i) e-voting process, (ii) postal ballot, and (iii) ballot/polling paper at e venue of e meeting. The scrutinizer's decision on e validity of e vote (including e-votes) shall be final. The results of votes cast rough (i) e-voting process, (ii) postal ballot and (iii) ballot/polling paper at e venue of e meeting will be announced on or before 29 day of June 2017 at e registered office of e Applicant Company. The results, togeer wi e scrutinizer's Reports, will be displayed at e registered office of e Applicant Company, on e website of e Applicant Company and on e website of CDSL besides being communicated to BSE Limited and National Stock Exchange of India Limited. 26. Kindly note at e equity shareholders of e Applicant Company can opt only one mode for voting i.e. eier by physical postal ballot or e-voting. If an equity shareholder has opted for e-voting, en he/she should not vote by postal ballot form also and vice versa. However, in case equity shareholder(s) cast eir vote bo via physical postal ballot and e-voting, en voting validly done rough e-voting shall prevail and voting done by postal ballot shall be treated as invalid. 27. The equity shareholders of e Applicant Company attending e meeting and who have not cast eir vote eier rough postal ballot or e-voting shall be entitled to exercise eir vote at e venue of e meeting. Equity shareholders who have cast eir votes rough postal ballot or e-voting may also attend e meeting but shall not be entitled to cast eir vote again. 28. The voting including e-voting period will commence at 9.00 a.m. on Sunday, e 28 day of May 2017 and will end at 5.00 p.m. on Monday, e 26 day of June During is period, e equity shareholders of e Applicant Company holding shares eier in physical form or in dematerialized form, as on e cut off date, i.e. 18 day of May 2017 may cast eir vote electronically. The e-voting module shall be disabled by CDSLfor voting on 26 day of June 2017 at 5.00 p.m. Once e vote on e resolution is cast by an equity shareholder, he or she will not be allowed to change it subsequently. 29. Any queries/grievances in relation to e voting by postal ballot or e-voting may be addressed to Mrs. Dipti Shah, Company Secretary of e Applicant Company at Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat, India, or rough to dshah@adani.com. Mrs. Dipti Shah, Company Secretary of e Applicant Company can also be contacted at Voting rough Electronic Means The instructions for equity shareholders voting electronically are as under: (i) (ii) (iii) The voting period begins at 9.00 a.m. on Sunday, e 28 day of May 2017 and will end at 5.00 p.m. on Monday, e 26 day of June During is period equity shareholders of e Applicant Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date of e 18 day of May 2017 may cast eir vote electronically. The e-voting module shall be disabled by CDSL for voting on 26 day of June 2017 at 5.00 p.m. The equity shareholders should log on to e e-voting website Click on Shareholders. 7

8 (iv) (v) (vi) (vii) (viii) (ix) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Equity Shareholders holding shares in Physical Form should enter Folio Number registered wi e Company. Next enter e Image Verification as displayed and Click on Login. If you are holding equity shares in demat form and had logged on to and voted on an earlier voting of any company, en your existing password is to be used. If you are a first time user follow e steps given below: For Equity Shareholders holding equity shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bo demat shareholders as well as physical shareholders) Equity Shareholders who have not updated eir PAN wi e Applicant Company/Depository Participant are requested to use e sequence number which is printed on Postal Ballot/ Attendance Slip indicated in e PAN field. Dividend Enter e Dividend Bank Details or Date of Bir (in dd/mm/yyyy format) as Bank Details recorded in your demat account or in e Applicant Company records in order to OR login. Date of Bir If bo e details are not recorded wi e depository or e Applicant (DOB) Company please enter e member id / folio number in e Dividend Bank details field as mentioned in instruction (iv). After entering ese details appropriately, click on SUBMIT tab. Equity Shareholders holding equity shares in physical form will en directly reach e Applicant Company selection screen. However, equity shareholders holding equity shares in demat form will now reach 'Password Creation' menu wherein ey are required to mandatorily enter eir login password in e new password field. Kindly note at is password is to be also used by e demat holders for voting for resolutions of any oer company on which ey are eligible to vote, provided at company opts for e-voting rough CDSL platform. It is strongly recommended not to share your password wi any oer person and take utmost care to keep your password confidential. (x) For Equity Shareholders holding equity shares in physical form, e details can be used only for e- voting on e resolutions contained in is Notice. (xi) (xii) (xiii) (xiv) (xv) (xvi) Click on e EVSN of Adani Ports and Special Economic Zone Limited. On e voting page, you will see RESOLUTION DESCRIPTION and against e same e option YES/NO for voting. Select e option YES or NO as desired. The option YES implies at you assent to e Resolution and option NO implies at you dissent to e Resolution. Click on e RESOLUTIONS FILE LINK if you wish to view e entire Resolution details. After selecting e resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. Once you CONFIRM your vote on e resolution, you will not be allowed to modify your vote. You can also take a print of e votes cast by clicking on Click here to print option on e Voting page. (xvii) If a demat account holder has forgotten e login password en Enter e User ID and e image verification code and click on Forgot Password & enter e details as prompted by e system. (xviii) Equity Shareholders can also cast eir vote using CDSL's mobile app - CDSL m-voting available for iphone as well as android and windows based mobiles. Please follow e instructions as prompted by e mobile app while voting on your mobile. 8

9 (xix) Note for Non Individual Equity Shareholders and Custodians Non-Individual equity shareholders (i.e. oer an Individuals, HUF, NRI etc.) and Custodian are required to log on to and register emselves as Corporates. A scanned copy of e Registration Form bearing e stamp and sign of e entity should be ed to helpdesk.evoting@cdslindia.com. After receiving e login details a Compliance User should be created using e admin login and password. The Compliance User would be able to link e account(s) for which ey wish to vote on. The list of accounts linked in e login should be mailed to helpdesk.evoting@cdslindia.com and on approval of e accounts ey would be able to cast eir vote. A scanned copy of e Board Resolution and Power of Attorney (POA) which ey have issued in favour of e Custodian, if any, should be uploaded in PDF format in e system for e scrutinizer to verify e same. In case you have any queries or issues regarding e-voting, you may refer e Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. Encl.: As above 9

10 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH, AT AHMEDABAD CA (CAA) NO. 53/NCLT/AHM/2017 In e matter of e Companies Act, 2013; And In e matter of Sections read wi oer relevant provisions of e Companies Act, 2013; And In e matter of Adani Ports and Special Economic Zone Limited And In e matter of Scheme of Arrangement between Adani Ports and Special Economic Zone Limited and The Adani Harbour Services Private Limited and eir respective shareholders and creditors; Adani Ports and Special Economic Zone Limited, a } company incorporated under e provisions of e Companies Act, 1956 and having its registered office at Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat, India.... Applicant Company EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, Pursuant to e final order dated 18 day of May 2017, passed by e Hon'ble National Company Law Tribunal, Bench, at Ahmedabad (e NCLT ), in CA(CAA) No. 53/NCLT/AHM/2017 ( Order ), a meeting of e equity shareholders of Adani Ports and Special Economic Zone Limited (hereinafter referred to as e Applicant Company or e Transferor Company or APSEZ as e context may admit) is being convened at J.B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad , Gujarat, India, on Tuesday, e 27 day of June 2017 at a.m. (1000 hours) for e purpose of considering, and if ought fit, approving, wi or wiout modification(s), e Scheme of Arrangement between e Applicant Company and The Adani Harbour Services Private Limited (hereinafter referred to as e Transferee Company ) and eir respective shareholders and creditors under Sections and oer applicable provisions of e Companies Act, 2013 (e Scheme ). The Transferor Company and e Transferee Company are togeer referred to as e Companies. A copy of e Scheme, which has been, inter alios, approved by e Audit Committee and e Board of Directors of e Applicant Company at eir respective meetings held on 14 day of February 2017, is enclosed as Annexure 1. Capitalised terms used herein but not defined shall have e meaning assigned to em in e Scheme unless oerwise stated. 2. In terms of e said Order, e quorum for e said meeting shall be 30 (irty) members present in person. Furer in terms of e said Order, NCLT, has appointed Prof. G. Raghuram, an Independent Director of e Applicant Company and in his absence, Mrs. Radhika Haribhakti, an Independent Director of e Applicant Company and in her absence Dr. Malay Mahadevia, Whole Time Director of e Transferor Company as e Chairman/Chairperson of e meeting of e equity shareholders of e Applicant Company including for any adjournment or adjournments ereof. 3. This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of e Companies Act, 2013 (e Act ) read wi Rule 6 of e Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (e Rules ). 10

11 4. As stated earlier, NCLT by its said Order has, inter alia, directed at a meeting of e equity shareholders of e Applicant Company shall be convened and held at J.B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad , Gujarat, India,on Tuesday, e 27 day of June 2017 at a.m. (1000 hours) for e purpose of considering, and if ought fit, approving, wi or wiout modification(s), e arrangement embodied in e Scheme. Equity shareholders would be entitled to vote in e said meeting eier in person or rough proxy. In addition, e Applicant Company is seeking e approval of its equity shareholders to e Scheme by way of voting rough postal ballot and e-voting. 5. In accordance wi e provisions of Sections of e Act, e Scheme shall be acted upon only if a majority in number representing ree fours in value of e members, or class of members, of e Applicant Company, as e case may be, voting in person or by proxy or by postal ballot (which includes e- voting), agree to e Scheme. 6. In terms of e Order dated 18 day of May 2017, passed by e NCLT, in CA(CAA) No. 53/NCLT/AHM/2017, if e entries in e records/registers of e Applicant Company in relation to e number or value, as e case may be, of e equity shares are disputed, e Chairman/Chairperson of e meeting shall determine e number or value, as e case may be, for e purposes of e said meeting. Particulars of e Transferor Company 7. The Transferor Company is a company incorporated on 26 day of May 1998 under e provisions of e Companies Act, 1956 in e name of Gujarat Adani Port Limited. Subsequently, e name of Gujarat Adani Port Limited was changed to Mundra Port and Special Economic Zone Limited wi effect from 7 day of July The name was furer changed to Adani Ports and Special Economic Zone Limited wi effect from 6 day of January The Transferor Company is a listed public limited company. The equity shares of e Transferor Company are listed on e National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE'); at e Secured Redeemable Non-Convertible Debentures ( NCDs ) of e Transferor Company, which had been issued and allotted from time to time and are privately placed, are listed on BSE; and e Foreign Currency Bond USD 1150 million issued by e Transferor Company are listed on Singapore Exchange Securities Trading Limited. There has been no change in e name of e Transferor Company in e last five (5) years. The Corporate Identification Number of e Transferor Company is L63090GJ1998PLC The Permanent Account Number of e Transferor Company is AAACG7917K. 8. The registered office of e Transferor Company is situated at Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat. There has been no change in e registered office address of e Transferor Company in last five (5) years. The address of e Transferor Company is investor.apsezl@adani.com 9. The objects for which e Transferor Company has been established are set out in its Memorandum of Association. The main object of e Transferor Company is, as follows: III. (A) 1. To construct, develop, maintain, build, equip, hire or oerwise deal wi ports, shipyard, jetties, harbours, docks, ship breaking, ship repair, ship building at any port in India or elsewhere. 2. To carry on business of inland and sea transport including goods, passengers and mail, shippers, ship agents, ship underwriters, ship managers, tug owners, barge owners, loading brokers, freight brokers, freight contractors, stevedores, warehouseman, Wharfingers and building, assembling, fitting, constructing, repairing, servicing and managing ships, seagoing vessels for inland waterways. 3. To carry on in India and in any part of e world e business to construct, erect, build, buy, sell, give or take on lease or license, repair, remodel, demolish, develop, improve, own, equip, operate and maintain, ports and port approches, breakwaters for protection of port or on e fore shore of e port or port approaches wi all such convenient arches, drains, lending places, hard jetties, floating barges or pontoons, stairs, fences, roads, railways, sidings, bridges, tunnels and approaches and widening, deepening and improving any portion of e port or port approaches, light houses, light ships, beacons, pilot boats or oer appliances necessary for e safe navigation of e ports and e port approaches and to build highways, roads, parks, streets, sideways, building structure, building and ware houses and to consturct and establish, dry docks, shipways and boat basins and workshops to carry out repairs or overwhelming of vessels, tugs, boats, machinery or appliances. 11

12 4. To establish and develop Special Economic Zones and Industrial Estates/Parks and to carry on e business of properties developers, builders, creators, operators, owners, contractors of all and any kind of Infrastructure facilities and services including cities, towns, roads, seaports, airports, airways, railways, tramways, mass rapid transport system, cargo movement and cargo handling including mechanized handling system and equipment, shipyard, land development, water desalination plant, water treatment & recycling facilities, water supply & distribution system, solid waste management, effluent treatment facilities, power generation, transmission, distribution, power trading, generation and supply of gas or any oer form of energy, environmental protection and pollution control, public utilities, security services, municipal services, clearing house agency and stevedoring services and of like infrastructure facilities and services viz., telecommunication, cell services, cable and satellite communication networking, data transmission network, information technology network, agri& food processing zone, textile & apparel park, automobile & auto ancillaries park, chemical park, drugs & pharmaceuticals parks, light & heavy engineering park, trading & warehousing zone, gem and jewellery and oer industrial parks, factory buildings, warehouses, internal container depots, container freight station, clearing houses, research centre, trading centers, school and educational institutions, hospitals, community centre, training centres, hostels, places of worship, courts, markets, canteen, restaurants, residential complexes, commercial complexes and oer social infrastructures and equip e same wi all or any amenities, oer facilities and infrastructure required by e various industries and people, entertainment centers, amusement park, green park, recreational zone, import & export house, to purchase, acquire, take on lease or in exchange or in any oer lawful manner land, building, structures to promote industrial, commercial activity for inland and foreign trade, to carry on e business of international financial services centers, banks, insurance, postal services, courier services and to purchase plant & machineries, tools and equipment and to carry on business of import and export, buying, selling, marketing and to do government liaison work and oer work. There has been no change in e object clause of e Transferor Company in e last 5 years. 10. The Transferor Company is India's largest multi-port operator and developer wi presence in various parts of India. It is a developer of multi product Special Economic Zone at Mundra, Gujarat. The Transferor Company is also carrying on marine business operations involving piloting and movement of vessels using tugs, bering and de-bering of vessels using tugs, marine logistic support services, towage and transhipment wiin in-land waterways, in coastal waters and sea ( Marine Business ). 11. The Auorised, Issued, Subscribed and Paid up Share Capital of e Transferor Company as on 30 day of April 2017 was as follows: Share Capital Auorized Share Capital Amount (in Rs.) 4,97,50,00,000 Equity Shares of Rs. 2 each 995,00,00,000 50,00,000 Non-Cumulative Redeemable Preference Shares of Rs. 10 each 5,00,00,000 TOTAL 1000,00,00,000 Issued, Subscribed and Paid-Up Share Capital 2,07,09,51,761 fully paid up Equity Shares of Rs. 2 each 414,19,03,522 28,11, % Non-Cumulative Redeemable Preference Shares of Rs. 10 2,81,10,370 each fully paid up TOTAL 417,00,13, Subsequent to 30 day of April 2017 ere has been no change in e share capital of e Transferor Company. Particulars of e Transferee Company nd 13. The Transferee Company is a company incorporated on 2 day of September 2009 under e provisions of e Companies Act, 1956 in e State of West Bengal in e name of TM Harbour Services Private Limited. The name of TM Harbour Services Private Limited was changed to The Adani Harbour Services nd Private Limited wi effect from 22 day of December The registered office of e Transferee Company was shifted from e State of West Bengal to e State of Gujarat vide Certificate of Registration dated 24 day of February The Transferee Company is an unlisted public limited company. The Transferee Company is a wholly owned subsidiary of APSEZ. Except as stated hereinabove, ere has been no change in e name of e Transferee Company in e last five (5) years. The Corporate 12

13 Identification Number of e Transferee Company is U61100GJ2009FTC The Permanent Account Number of e Transferee Company is AADCT2719D. 14. The registered office of e Transferee Company is situated at Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat. Before 24 February 2017, e registered office of e Transferee Company was situated at Tata Centre, 43, Jawahar Lal Nehru Road, Kolkata , West Bengal. Except e aforesaid, ere has been no change in e registered office address of e Transferee Company in e last five (5) years. The address of e Transferee Company is tahspl_secretarial@adani.com 15. The objects for which e Transferee Company has been established are set out in its Memorandum of Association. The main objects of e Transferee Company are as follows: III. (A) 1. To own, acquire, purchase, charter, hire, equip, operate and maintain ships, tugs, barges, boats, supply vessels, offshore support vessels, etc. and barges for river and provide marine services for ports, harbours, oil installations, and oer industries. 2. To provide all kinds of marine services viz. pilotage and mooring, laying and maintenance of pipelines and buoys including SBMs etc., to e off-shore oil industries, marine logistics support services, towage, lighterage, transshipment etc. 3. To transport and convey cargo wiin harbours, rivers, coastal waters etc. including heavylift cargoes, project cargo, bulk and break bulk cargoes. 4. To carry on e business of marine salvage, wreck removal, debris removal, under water work, scrapping and recycling. There has been no change in e object clause of e Transferee Company in e last five (5) years. 16. The Transferee Company is carrying on marine business operations at Dhamra, Odisha, involving piloting and movement of vessels using tugs, bering and de-bering of vessels using tugs, marine logistic support services, towage and transhipment wiin in-land waterways, in coastal waters and sea. 17. The Auorised, Issued, Subscribed and Paid up Share Capital of e Transferee Company as on 30 day of April 2017 was as follows: Share Capital Auorized Share Capital Amount (in Rs.) 8,00,00,000 Equity Shares of Rs. 10 each 80,00,00,000 TOTAL 80,00,00,000 Issued, Subscribed and Paid-Up Share Capital 5,76,92,155 fully paid up Equity Shares of Rs. 10 each 57,69,21,550 TOTAL 57,69,21, Subsequent to 30 day of April 2017 ere has been no change in e share capital of e Transferee Company. Description and Rationale for e Scheme 19. The Scheme provides for transfer and vesting of e Marine Business Undertaking of e Transferor Company wi effect from e Appointed Date, as a going concern, on Slump Sale basis, and for which a lump sum consideration shall be paid by e Transferee Company to e Transferor Company, in accordance wi Section 2 (42C) of e IT Act and for matters consequential, incidental, supplemental and/or oerwise integrally connected erewi. The proposal is to be implemented in terms of e Scheme under Sections of e Act. 20. The rationale for e Scheme is as under: Bo, e Transferor Company and e Transferee Company are carrying on marine business. Consolidating e similar businesses wiin one company would enable e business activities to be carried out wi greater focus and specialization for sustained grow. It is expected at e proposed consolidation will allow more focused strategy, standardization in operations, operating cost optimization, better monitoring and utilization of assets, effective co-ordination wi customers which in turn would enhance shareholder's value. 13

14 Corporate Approvals 21. The proposed Scheme, was placed before e Audit Committee of e Transferor Company at its meeting held on 14 day of February The Audit Committee of e Transferor Company took into account e Valuation Report, dated 14 day of February 2017, issued by B S R & Associates LLP, Chartered Accountants (e Valuation Report ) and e fairness opinion, dated 14 day of February 2017, provided by JM Financial Institutional Securities Limited, a Category I Merchant Banker ( Fairness Opinion ), appointed for is purpose by e Transferor Company. A copy of e Valuation Report is enclosed as Annexure 2. The Valuation Report is also open for inspection. A copy of e Fairness Opinion is enclosed as Annexure 3. The Audit Committee based on e aforesaid, inter alia, recommended e Scheme to e Board of Directors of e Transferor Company for its approval. 22. The Scheme along wi e Valuation Report was placed before e Board of Directors of e Transferor Company, at its meeting held on 14 day of February The Fairness Opinion and e report of e Audit Committee was also submitted to e Board of Directors of e Transferor Company. Based on e aforesaid, e Board of Directors of e Transferor Company approved e Scheme. The meeting of e Board of Directors of e Transferor Company, held on 14 day of February 2017, was attended by 7 (seven) directors (namely, Mr. Gautam S. Adani, Mr. Rajesh S. Adani, Dr. Malay Mahadevia, Mr. G. K. Pillai, Prof. G. Raghuram, Mrs. Radhika Haribhakti in person and by Mr. Sanjay Lalbhai rough video conference). Mr. Sanjay Lalbhai who had participated rough video conferencing, did not participate on e voting of e resolution. None of e directors of e Transferor Company who attended e meeting, voted against e Scheme. Thus, e Scheme was approved unanimously by e directors, who attended and voted at e meeting. 23. The Scheme along wi e Valuation Report was placed before e Board of Directors of e Transferee Company, at its meeting held on 14 day of February The report of e Audit Committee was also submitted to e Board of Directors of e Transferee Company. Based on e aforesaid, e Board of Directors of e Transferee Company approved e Scheme. The meeting of e Board of Directors of e Transferee Company, held on 14 day of February 2017, was attended by 5 (five) directors (namely, Capt. Unmesh Abhyankar, Mr. Ennarasu Karunesan, Mr. Subrat Tripay, Mr. Mukesh Shah and Dr. Chitra Bhatnagar in person). None of e directors of e Transferee Company who attended e meeting voted against e Scheme. Thus, e Scheme was approved unanimously by e directors, who attended and voted at e meeting. Approvals and actions taken in relation to e Scheme 24. BSE was appointed as e designated stock exchange by e Transferor Company for e purpose of coordinating wi e Securities and Exchange Board of India ( SEBI ), pursuant to Circular No. CIR/CFD/CMD/16/2015 dated 30 day of November 2015 (e SEBI Circular ) issued by SEBI. The Transferor Company has received observation letters regarding e Scheme from BSE and NSE, on 25 day of April 2017 and 24 day of April 2017, respectively. In terms of e observation letters of BSE and NSE dated 25 day of April 2017 and 24 day of April 2017, respectively, BSE and NSE, inter alia, conveyed eir no adverse observations/no objection for filing e Scheme wi e NCLT. Copies of e observation letters dated 25 day of April 2017 and 24 day of April 2017, received from BSE and NSE, respectively, are enclosed as Annexure 4 and Annexure As required by e SEBI Circular, e Transferor Company had filed e complaint reports wi BSE and NSE on 4 day of April These reports indicate at e Transferor Company received nil complaints. Copy of e complaint reports submitted by e Transferor Company to BSE and NSE dated 4 day of April 2017 is enclosed as Annexure The Companies or any of em would obtain such necessary approvals/sanctions/no objection(s) from e regulatory or oer governmental auorities in respect of e Scheme in accordance wi law, if so required. 27. The applications along wi e annexures ereto (which includes e Scheme) were filed by e st Companies wi e NCLT, on 1 day of May Salient extracts of e Scheme 28. The salient extracts of e Scheme are as under: st A. Appointed Date means 1 April

15 B. Effective Date means e last of e dates on which all conditions, matters and filings referred to in Clause 23 of e Scheme have been fulfilled and necessary orders, approvals and consents referred to erein have been obtained. References in is Scheme to e date of coming into effect of is Scheme or effectiveness of is Scheme shall mean e Effective Date. C. Encumbrance or Encumber shall mean any: (i) encumbrance including wiout limitation any security interest, claim, mortgage, pledge, charge, hypoecation, lien, lease, assignment, deed of trust, title retention, deposit by way of security, beneficial ownership (including usufruct and similar entitlements), or any oer similar interest held by e ird person; (ii) security interest or oer encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any person, including wiout limitation any right granted by a transaction which, in legal terms, is not e granting of security but which has an economic or financial effect similar to e granting of security under applicable Law; (iii) right of pre-emption, right of first offer, or refusal or transfer restriction in favour of any person; and/or (iv) any adverse claim as to title, possession or use. D. IT Act means e Income-tax Act, 1961 and rules made ereunder and shall include any statutory modification, amendment, or re-enactment ereof for e time being in force. E. LODR means e SEBI (Listing Obligations and Disclosure Requirements) Regulations, F. Marine Business Employees shall mean all e employees of e Transferor Company employed in e Marine Business Undertaking. G. Marine Business Liabilities shall have e meaning set for in Clause 7.1 of e Scheme. H. Marine Business Undertaking means all e business, undertakings, activities, operations, properties and liabilities pertaining to e Marine Business, on a going concern basis, and shall mean and include, wiout limitation: (a) (b) all e assets and properties of Marine Business, tangible or intangible, real or personal, in possession or reversion, including tugs, associated equipments, fire fighting systems, equipments for fighting oil spill along wi oil spill dispersion and spray boom, stores, benefits of use of premises, current assets (including inventories, loans and advances), supplies, computers, communication facilities, installations, tools and plants, furniture, fixtures, office equipments, appliances, accessories, insurances, actionable claims, bank balances, deposits including accrued interest ereto wi Government, semi-government, local and oer auorities and bodies, customers and oer persons, provisions and tax related assets/credits appertaining or relatable to Marine Business; all permits, licences, permissions, approvals, clearances, consents, benefits, registrations, rights, entitlements, credits, certificates (including Cargo Ship Safety Radio Certificate issued under e provisions of e International Convention for e Safety of Life at Sea, 1974 as modified by e Protocol of 1988; Record of Equipment for e Cargo Ship Safety Radio Certificate; Cargo Ship Construction Certificate issued under e provisions of Merchant Shipping (Cargo Ship Construction and Survey) Rules, 1991; International Oil Pollution Prevention Certificate issued under e provisions of e International Convention for e Prevention of Pollution from Ships, 1973 as modified by e Protocol of 1978; Cargo Ship Equipment Certificate issued under e provisions of e Merchant Shipping Act, 1958; Record of Equipment for e Cargo Ship Equipment Certificate; International Sewage Pollution Prevention Certificate issued under e provisions of e International Convention for e Prevention of Pollution from Ships, 1973 as modified by e Protocol of 1978; Statement of Compliance issued under e International Convention on e Control of Harmful Anti-Fouling Systems on Ships togeer wi Record of Anti-Fouling Systems; Ships Security Certificate (Coastal) issued under e provisions of e Director General of Shipping M. S. Notice No. 19 of 2011; Minimum Safe Manning Document issued under e provisions of International Convention for e Safety of Life at Sea, 1974; Certificate of Indian Registry along wi Certificate of survey issued under e provisions of Merchant Shipping Act, 1958; and International Tonnage Certificate issued under e provisions of e International Convention on Tonnage Measurement of Ships, 1969, International air pollution prevention certificate along wi eir record, Certificate of class issued by Indian register of shipping, General trading/specific Period Licence, Indian river sea safety certificate issued by Indian 15

16 (c) (d) (e) (f) (g) (h) (i) register of shipping as per River Sea Vessel Type rules, International Load Line Certificate issued by Indian Register of Shipping, International Ship Secuirty Certificate issued by Mercantile Marine Department (MMD)/Director General (DG) of Shipping, Continuous Synopsis record issued by MMD/DG of Shipping, Documents of Compliance for e tug Recruitment of Placement of Seafarer Licence holder, International Safety Management Certificate issued by MMD/DG of shipping, Maritime Mobile Station issued by Wireless Planning Commission, Hull & Machinery Insurance Certificate, and Personal & Indemnity Cover for wreck removal & oil spill recovery), awards, sanctions, allotments, no objection certificates, exemptions, concessions, liberties and advantages (including licences/permits granted/issued/given by any Governmental Auority for e purpose of carrying on e Marine Business or in connection erewi) including ose relating to privileges, powers, facilities of every kind and description of whatsoever nature and e benefits ereto at pertain to e Marine Business; all contracts, agreements, purchase/service orders, operation and maintenance contract, memorandum of understanding, memorandum of undertakings, memorandum of agreed points, minutes of meetings, expression of interest, arrangements, agreement wi customers, purchase and oer agreements wi e supplier/manufacturer of goods/ service providers, undertakings, deeds, insurance covers and claims, clearances and oer instruments of whatsoever nature and description, wheer written, oral or oerwise and all e rights, title, interests, claims and benefits ereunder pertaining to e Marine Business; all rights to use and avail telephones, facsimile, , internet, leased line connections and installations, utilities, reserves, provisions, funds, benefits of assets or properties or oer interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all oer rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in e ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by e Transferor Company pertaining to or in connection wi or relating to e Transferor Company in respect of e Marine Business and all oer interests of whatsoever nature belonging to or in e ownership, power, possession or control of or vested in or granted in favour of or held for e benefit of or enjoyed by e Transferor Company and pertaining to e Marine Business; Explanation: all books, records, files, papers, engineering and process information, software licenses (wheer proprietary or oerwise), applications (including hardware, software, source codes, parameterization and scripts), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, brochures, pamphlets, quotations, product registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, oer customer information, customer credit information, customer/supplier pricing information, and all oer books and records, wheer in physical or electronic form at pertain to e Marine Business; advantages of whatsoever nature and wheresoever situate belonging to or in e ownership, power or possession and in e control of or vested in or granted in favour of or enjoyed by e Transferor Company in relation to e Marine Business, including all intellectual property rights used in relation to e Marine Business; all debts, liabilities including contingent liabilities, duties, taxes and obligations of e Transferor Company pertaining to e Marine Business and/or arising out of and/or relatable to e Marine Business; all e Transferor Company Employees employed in e Marine Business as on e Effective Date; all legal or oer proceedings of whatsoever nature at pertain to e Marine Business; In case of any question at may arise as to wheer any particular asset or liability and/or employee pertains or does not pertain to e Marine Business or wheer it arises out of e activities or 16

17 operations of e Marine Business, e same shall be decided by mutual agreement between Board of Directors of e Transferor Company and e Transferee Company. I. NCLT means e National Company Law Tribunal, Bench, at Ahmedabad. J. Remaining Business shall mean all e undertakings, businesses, activities, operations, assets and liabilities of e Transferor Company, oer an ose comprised in e Marine Business Undertaking. K. SEBI means e Securities and Exchange Board of India established under e Securities and Exchange Board of India Act, L. SEBI Circular means Circular No. CIR/CFD/CMD/16/2015 dated 30 day of November 2015 issued by e SEBI, as amended or replaced from time to time. M. Slump Sale means Slump Sale as defined under Section 2(42C) of e IT Act. N. Upon e coming into effect of is Scheme and wi effect from e Appointed Date, e Marine Business Undertaking (including all e estate, assets, rights, claims, title, interest and auorities including accretions and appurtenances of e Marine Business Undertaking) shall, subject to e provisions of e Clause 5 of e Scheme in relation to e mode of transfer and vesting and pursuant to Section 232(4) of e Act and wiout any furer act or deed, be transferred to and vested in e Transferee Company or be deemed to have been transferred to and vested in e Transferee Company as a going concern basis by way of a Slump Sale, so as to become as and from e Appointed Date, e estate, assets, rights, claims, title, interest and auorities of e Transferee Company, subject to e provisions of is Scheme in relation to Encumbrances in favour of banks and/or financial institutions. O. In respect of such of e assets of e Marine Business Undertaking as are movable in nature or are oerwise capable of transfer by delivery of possession or by endorsement and delivery, e same shall be so transferred by e Transferor Company, upon e coming into effect of is Scheme, and shall become e property of e Transferee Company as an integral part of e Marine Business Undertaking wi effect from e Appointed Date pursuant to e provisions of Section 232 of e Act wiout requiring any deed or instrument of conveyance for transfer of e same, subject to e provisions of e Scheme in relation to Encumbrances in favour of banks and/or financial institutions. P. Wiout prejudice to e generality of e foregoing, upon e effectiveness of is Scheme, e Transferee Company will be entitled to all e intellectual property rights of e Transferor Company in relation to e Marine Business Undertaking. The Transferee Company may take such actions as may be necessary and permissible to get e same transferred and/or registered in e name of e Transferee Company. Q. Upon e coming into effect of is Scheme and subject to e provisions of is Scheme including Clause 7 of e Scheme, all contracts, deeds, bonds, agreements, schemes, arrangements and oer instruments of whatsoever nature in relation to e Marine Business Undertaking, to which e Transferor Company is a party or to e benefit of which e Transferor Company may be eligible, and which is subsisting or have effect immediately before e Effective Date, shall continue in full force and effect against or in favour, as e case may be, of e Transferee Company and may be enforced as fully and effectually as if, instead of e Transferor Company, e Transferee Company had been a party or beneficiary or obligee ereto. R. Upon e coming into effect of is Scheme, all debts, liabilities, loans raised and used, obligations incurred, duties of any kind, nature or description (including contingent liabilities which arise out of e activities or operations of e Marine Business Undertaking) of e Transferor Company as on e Appointed Date and relatable to e Marine Business Undertaking ( Marine Business Liabilities ) shall, wiout any furer act or deed, be and stand transferred to and be deemed to be transferred to e Transferee Company to e extent at ey are outstanding as on e Effective Date and shall become e debts, liabilities, loans, obligations and duties of e Transferee Company which shall meet, discharge and satisfy e same. S. Upon e coming into effect of is Scheme, all legal, taxation or oer proceedings, wheer civil or criminal (including before any statutory or quasi-judicial auority or tribunal), by or against e Transferor Company and relating to e Marine Business Undertaking, under any statute, wheer 17

18 pending on e Appointed Date or which may be instituted any time ereafter, shall be continued and enforced by or against e Transferee Company after e Effective Date. The Transferor Company shall in no event be responsible or liable in relation to any such legal or oer proceedings against e Transferee Company. The Transferee Company shall be added as party to such proceedings and shall prosecute or defend such proceedings in co-operation wi e Transferor Company. T. Upon e coming into effect of is Scheme, e Marine Business Employees in relation to e Marine Business Undertaking (e Transferred Employees ) shall become e employees of e Transferee Company wi effect from e Effective Date, and, subject to e provisions hereof, on terms and conditions not less favourable an ose on which ey are employed by e Transferor Company in e Marine Business Undertaking and wiout any interruption of, or break in, service as a result of e transfer of e Marine Business Undertaking. The Transferee Company agrees at for e purpose of payment of any compensation, gratuity and oer terminal benefits, e past services of e Transferred Employees wi e Transferor Company shall also be taken into account, and agrees and undertakes to pay e same as and when payable. U. The Remaining Business and all e assets, liabilities and obligations pertaining ereto shall continue to belong to and be vested in and be managed by e Transferor Company subject to e provisions of is Scheme in relation to Encumbrances in favour of banks and/or lenders. V. Upon e coming into effect of is Scheme and in consideration of e transfer and vesting of e Marine Business Undertaking of e Transferor Company in e Transferee Company by way of Slump Sale on a going concern basis, in accordance wi e terms of is Scheme and pursuant to e provisions of Sections and oer relevant provisions of e Act, e Transferee Company shall pay a lump sum consideration of INR 200 crores (Rupees Two Hundred Crores only) to e Transferor Company as adjusted by e loans and interests accrued ereon. W. Upon e coming into effect of e Scheme and wi effect from e Appointed Date: (a) (b) (c) The Transferor Company shall de-recognize from its books, e book value of assets and liabilities of e Marine Business Undertaking, transferred to e Transferee Company including e rights, interests and obligations of e Transferor Company in such assets and liabilities under e Scheme. In compliance wi e Indian Accounting Standards (Ind AS), e difference between e lump sum consideration as per Clause 17 of e Scheme and e book value of e net assets, if any pertaining to e Marine Business Undertaking, shall be recognized in e statement of profit and loss of e Transferor Company. For e purpose of sub-clause (b) above, e book value of net assets shall be computed as e value of assets less e value of e liabilities of e Transferor Company, pertaining to e Marine Business Undertaking transferred to and vested in e Transferee Company. X. The Transferee Company shall account for e transfer and vesting of e Marine Business Undertaking in its books of account as per e Pooling of Interest Meod prescribed under Indian Accounting Standard 103 Business Combinations notified under Section 133 of e Companies Act, 2013 read wi relevant rules issued ereunder and oer applicable accounting standards prescribed under e Act. Y. All e assets and liabilities of e Transferor Company pertaining to Marine Business Undertaking shall stand transferred to, and e same shall be recorded by, e Transferee Company at eir respective carrying amount and in e same form as appearing in e books of e account of e Transferor Company. Z. The amount of inter-company balances, transactions or investments, if any, between e Transferor Company pertaining to e Marine Business Undertaking and e Transferee Company, appearing in e books of accounts of e Transferor Company and e Transferee Company, shall stand cancelled wiout any furer act or deed. AA. If considered appropriate for e purpose of application of uniform accounting meods and policies between e Transferor Company and e Transferee Company, e Transferee Company may make suitable adjustments and reflect e effect ereof in e Capital Reserve Account of e Transferee Company. 18

19 BB. CC. The coming into effect of is Scheme is conditional upon and subject to: (a) (b) (c) (d) obtaining observation letter or no-objection letter from e Stock Exchanges by e Transferor Company in respect of e Scheme, pursuant to Regulation 37 of e LODR read wi SEBI Circular and Regulations 11 and 94 of e LODR; is Scheme being approved by e respective requisite majorities of e classes of members and creditors (where applicable) of e Companies as required under e Act and e requisite orders of e NCLT, or dispensation having been received from e NCLT in relation to obtaining such approval from e shareholders and/or creditors; e NCLT having accorded its sanction to e Scheme; and e certified copies of e orders of e NCLT approving is Scheme being filed wi e registrar of companies. Upon e coming into effect of is Scheme, e accounts of e Transferor Company and e Transferee Company, as and from e Appointed Date, shall be reconstructed in accordance wi and pursuant to e terms of is Scheme. You are requested to read e entire text of e Scheme to get fully acquainted wi e provisions ereof. The aforesaid are only some of e salient extracts ereof. Oer matters 29. Summary of e Valuation Report including e basis of valuation is enclosed as Annexure The accounting treatment as proposed in e Scheme is in conformity wi e accounting standards prescribed under Section 133 of e Act. The certificates issued by e respective Statutory Auditors of e Companies are open for inspection. 31. Under e Scheme, an arrangement is sought to be entered into between e Transferor Company and its equity shareholders (i.e. promoter shareholders and non-promoter shareholders) as e Marine Business Undertaking of e Transferor Company shall stand transferred to and vested in e Transferee Company. Under e Scheme, no arrangement is sought to be entered into between e Transferor Company and its preference shareholders. No rights of e preference shareholders of e Transferor Company are being affected pursuant to e transfer of Marine Business Undertaking. In respect of e Scheme, an arrangement is sought to be entered into between e Transferor Company and its creditors ough no liabilities of e creditors of e Transferor Company is being reduced or being extinguished under e Scheme. As on date, e Transferor Company has no outstanding towards any public deposits and erefore, e effect of e Scheme on any such public deposit holders or deposit trustees do not arise. Under e Scheme, no arrangement is sought to be entered into between e Transferor Company and its debentureholders. No rights of debentureholders of e Transferor Company are being affected pursuant to e transfer of Marine Business Undertaking. The debenture trustee(s) appointed for e different series of NCDs shall continue to remain e debenture trustee(s). Under clause 9 of Part II of e Scheme, on and from e Effective Date, e Transferee Company undertakes to engage e employees of e Transferor Company, engaged in or in relation to e Marine Business Undertaking, on e same terms and conditions on which ey are engaged by e Transferor Company wiout any interruption of service and in e same manner as provided under clause 9 of Part II of e Scheme. In e circumstances, e rights of e employees of e Transferor Company, engaged in or in relation to e Marine Business Undertaking, would in no way be affected by e Scheme. Furer, e employees engaged in e Remaining Business of e Transferor Company shall continue to be employed by e Transferor Company. There is no effect of e Scheme on e Key Managerial Personnel and/or e Directors of e Transferor Company. Furer, none of e Directors, Key Managerial Personnel (as defined under e Companies Act, 2013 and Rules framed ereunder) of e Transferor Company and eir respective relatives (as defined under e Companies Act, 2013 and Rules framed ereunder) have any interest in e Scheme except to e extent of e equity shares held by em in e Transferor Company and/or to e extent of preference shares held by em in e Transferor Company and/or to e extent at e said Director(s), Key Managerial 19

20 Personnel and eir respective relatives are e directors, members of e companies at hold shares in e Transferor Company. Save as aforesaid, none of e said Directors, Key Managerial Personnel have any material interest in e Scheme. 32. Under e Scheme, no arrangement is sought to be entered into between e Transferee Company and its equity shareholders (i.e. promoter shareholders). No rights of e equity shareholders of e Transferee Company are being affected pursuant to transfer of e Marine Business Undertaking. Furer, no arrangement is sought to be entered into between e Transferee Company and its creditors and at no liabilities of e creditors of e Transferee Company is being reduced or being extinguished under e Scheme. As on date, e Transferee Company has no creditors and erefore, e effect of e Scheme on any such creditors do not arise. As on date, e Transferee Company has no outstanding towards any public deposits or debentures and erefore, e effect of e Scheme on any such public deposit holders or debentureholders or deposit trustees or debenture trustees do not arise. The rights of e employees of e Transferee Company are in no way affected by e Scheme. The employees engaged by e Transferee Company shall continue to be employed by e Transferee Company. There is no effect of e Scheme on e Key Managerial Personnel and/or e Directors of e Transferee Company. Furer, none of e Directors, Key Managerial Personnel (as defined under e Companies Act, 2013 and Rules framed ereunder) of e Transferee Company and eir respective relatives (as defined under e Companies Act, 2013 and Rules framed ereunder) have any interest in e Scheme except to e extent at e said Director(s), Key Managerial Personnel and eir respective relatives are e directors, members of e company at hold shares in e Transferor Company. Save as aforesaid, none of e said Directors, Key Managerial Personnel have any material interest in e Scheme. 33. In compliance wi e provisions of Section 232(2)(c) of e Act, e Board of Directors of e Transferor Company and e Transferee Company, in eir separate meetings, bo held on, 14 day of February 2017, have adopted a report, inter alia, explaining e effect of e Scheme on each class of shareholders, key managerial personnel, promoter and non-promoter shareholders amongst oers. Copy of e reports adopted by e respective Board of Directors of e Transferor Company and e Transferee Company are enclosed as Annexure 8 and Annexure 9, respectively. 34. No investigation proceedings have been instituted or are pending in relation to e Companies under Sections 210 to 229 of Chapter XIV of e Act or under e corresponding provisions of e Act of Furer, no proceedings are pending under e Act or under e corresponding provisions of e Act of 1956 against any of e Companies. 35. To e knowledge of e Companies, no winding up proceedings have been filed or are pending against em under e Act or e corresponding provisions of e Act of The Board of Directors of e Transferee Company has approved two separate schemes of arrangement, namely, (i) scheme of arrangement between Adani Hazira Port Private Limited and e Transferee Company and eir respective shareholders and creditors; and (ii) scheme of arrangement between Adani Petronet (Dahej) Port Private Limited and e Transferee Company and eir respective shareholders and creditors, for transfer and vesting of e respective Marine Business of Adani Hazira Port Private Limited and Adani Petronet (Dahej) Port Private Limited to e Transferee Company on Slump Sale basis so as to consolidate e similar businesses wiin one company which would, inter alia, enable e business activities to be carried out by e Transferee Company wi greater focus and specialisation for sustained grow. The said companies including e Transferee Company had filed separate applications before NCLT, seeking necessary directions, being CA (CAA) No. 23/ /NCLT/2017 and CA (CAA) No. 24/ /NCLT/AHM/2017 filed by Adani Hazira Port Private Limited and e Transferee Company, respectively and CA (CAA) No. 25/ /NCLT/AHM/2017 and CA (CAA) No. 26/ /NCLT/AHM/2017 filed by Adani Petronet (Dahej) Port Private Limited and e Transferee Company, respectively. NCLT vide its separate orders, all dated 18 day of April 2017, has issued necessary directions for convening/dispensing wi e meetings in respect of e aforesaid companies. Please note at e present Scheme and e two aforesaid proposed schemes are separate and distinct. 37. The copy of e proposed Scheme has been filed by e Companies before e concerned Registrar of st Companies on 1 day of May

21 38. The Unaudited Financial Results of e Transferor Company and e Transferee Company for e period st ended 31 December 2016 are enclosed as Annexure 10 and Annexure 11, respectively. 39. As per e books of accounts (as on 30 day of April 2017) of e Transferor Company, e amount due to e unsecured creditors are Rs. 142,95,69,57,149/-. As per e books of accounts (as on 28 day of April 2017) of e Transferee Company, ere is no amount due and payable to its unsecured creditors. 40. The name and addresses of e promoters of e Transferor Company including eir shareholding in e Companies as on 30 day of April 2017 are as under: Sr. Name and address of Promoters Transferor Company Transferee Company No. No. of shares % No. of shares % of Rs. 2 each of Rs. 10 each 1 Gautambhai Shantilal Adani & 87,73,17, Nil Nil Rajeshbhai Shantilal Adani (on behalf of S. B. Adani Family Trust) 9 Floor, Shikhar, Nr. Miakhali Six Roads, Navrangpura, Ahmedabad Gautambhai Shantilal Adani & 1,24,80, Nil Nil Pritiben Gautambhai Adani (on behalf of Gautam S. Adani Family Trust) Shantivan Farm House, B/h. Karnavati Club, Gandhinagar Sarkhej Highway, Ahmedabad Rajeshbhai Shantilal Adani & 30, Nil Nil Shilin Rajeshbhai Adani (on behalf of Rajesh S. Adani Family Trust) Shantisagar, Near Kantam Party Plot Cross Road, Rajpa to Bopal Road Bodakdev, Ahmedabad Parsa Kente Rail Infra LLP 14,05,12, Nil Nil 801, Shikhar Complex, Srimali Society, Navrangpura, Ahmedabad Worldwide Emerging Market Holding Limited 7,90,46, Nil Nil 6 Floor, Tower I, Nexteracom, Building, Ebene, Mauritius. 6 Universal Trade And Investments Limited 8,08,61, Nil Nil 6 Floor, Tower I, Nexteracom, Building, Ebene, Mauritius. 7 Pan Asia Trade & Investment Private Limited 52,08, Nil Nil Suite 501, St. James Court, St. Denis Street, Port Louis, Mauritius. 8 Afro Asia Trade and Investments Limited 7,63,44, Nil Nil 6 Floor, Tower I, Nexteracom, Building, Ebene, Mauritius. 41. The name and addresses of e promoters of e Transferee Company including eir shareholding in e Companies as on 30 day of April 2017 are as under: Sr. Name and address of Promoters Transferee Company No. No. of shares % of Rs. 10 each 1 Adani Ports and Special Economic Zone Limited 5,76,92, and its nominees Adani House, Nr. Miakhali Six Roads, Navrangpura, Ahmedabad

22 42. The details of e directors of e Transferor Company as on 30 day of April 2017 are as follows: S.N. Name of e Directors Address DIN 1 Mr. Gautam S. Adani Shantivan Farm House, B/h. Karnavati Club, Mohemadpura Village, Ahmedabad Mr. Rajesh S. Adani Shanti Sagar Bunglow, Rajpa Club to Bopal Road, Near Kantam Party Plot Cross Road, Bodakdev, Ahmedabad Dr. Malay Mahadevia 12-B, Gyankunj Society Opp. St. Xavier's College Navrangpura, Ahmedabad Prof. G. Raghuram 504, Indian Institute of Management, Vastrapur, Ahmedabad Mr. G. K. Pillai nd D-241, 2 Floor, Sarvodaya Enclave, New Delhi Mr. Sanjay S. Lalbhai Lalbaug, Shahibaug, Ahmedabad Mrs. Radhika Haribhakti 51, Maker Tower-B,Cuffee Parade, Mumbai The details of e directors of e Transferee Company as on 30 day of April 2017 are as follows: S.N. Name of Director Address DIN 1 Capt. Unmesh Abhyankar Bunglow No. 1, Shantivan Colony, Nr. Dav School, Nana Kapaya, Mundra Mr. Subrat Tripay 4-Satya Nagar, Bhubaneshwar, Khurda Mr. Ennarasu Karunesan Block 1, 8-B, Rani Meyyammai Towers, M R C Nagar, R A Puram, Chennai Mr. Mukesh Shah Ojas, Opp. H L College, Old Hostel, Navrangpura, Ahmedabad Dr. Chitra Bhatnagar Flat No - B/92, Shaligram-3, Vejalpur, Prahladnagar Road, Ahmedabad The details of e shareholding of e Directors and e Key Managerial Personnel of e Transferor Company in e Companies as on 30 day of April 2017 are as follows: Name of Director and KMP Position Equity Shares held in Transferor Company Transferee Company Mr. Gautam S. Adani Chairman & Managing Director Nil Nil Mr. Rajesh S. Adani Director Nil Nil Dr. Malay Mahadevia Whole Time Director Nil Nil Prof. G. Raghuram Independent Director Nil Nil Mr. G. K. Pillai Independent Director Nil Nil Mr. Sanjay S. Lalbhai Independent Director Nil Nil Mrs. Radhika Haribhakti Independent Director Nil Nil Mr. Karan Adani Chief Executive Officer Nil Nil Mr. B. Ravi Chief Financial Officer 1075 Nil Ms. Dipti Shah Company Secretary 3600 Nil 22

23 45. The details of e shareholding of e Directors and e Key Managerial Personnel of e Transferee Company in e Companies as on 30 day of April 2017 are as follows: Name of Director and KMP Position Equity Shares held in Transferee Transferor Company Company Capt. Unmesh Abhyankar Chairman & Managing Director Nil Nil Mr. Subrat Tripay Director Nil Nil Mr. Ennarasu Karunesan Director Nil Nil Mr. Mukesh Shah Independent Director Nil Nil Dr. Chitra Bhatnagar Independent Director Nil Nil Mr. Azad Somani Chief Financial Officer Nil Nil Mr. Abhishek Bansal Company Secretary Nil Nil 46. There would be no change in e shareholding pattern of e Transferor Company and e Transferee Company pursuant to e present Scheme. The pre Scheme shareholding pattern of e Transferor Company and e Transferee Company as on 30 day of April 2017 and e post Scheme shareholding pattern of e Transferor Company and e Transferee Company (assuming e continuing shareholding pattern as on 30 day of April 2017) are as under: Pre & Post Scheme shareholding pattern of Transferor Company is as under : Sr. No. (A) 1 Indian Category of shareholder Promoter and Promoter Group No. of shares of % Rs. 2 each (a) Individuals/ Hindu Undivided Family - - (b) Central Government/State Government(s) - - (c) Bodies Corporate 14,05,12, (d) Financial Institutions/ Banks - - (e) Any Oer (specify) Held by respective trustees (Beneficiary holders Family Trusts) 88,98,27, Sub-Total (A)(1) 1,03,03,40, Foreign (a) Individuals (Non-Resident Individuals/ Foreign Individuals) - - (b) Bodies Corporate 24,14,60, (c) Institutions - - (d) Any Oer (specify) - - (B) Sub-Total (A)(2) 24,14,60, Total Shareholding of Promoter and Promoter Group 1,27,18,00, (A) = (A)(1)+(A)(2) Public Shareholding 1 Institutions Pre & Post Scheme shareholding pattern (a) Mutual Funds 7,60,67, (b) Venture Capital Funds - - (c) Alternate Investment Funds

24 Sr. No. (d) Foreign Venture Capital Investors - - (e) Foreign Portfolio Investor 49,84,47, (f) Financial Institutions/ Banks 46,58, (g) Insurance Companies 8,82,43, (h) Provident Funds/ Pension Funds - - (i) Any Oer (Specify) Foreign Institutional Investors 3,03,22, Sub-Total (B)(1) 69,77,40, Central Government/ State Government(s)/ President of India 10,54, Sub-Total (B)(2) 10,54, Non-institutions (a) Individuals I. Individual shareholders holding nominal share capital 4,77,72, up to Rs. 2 lakhs. ii. Individual shareholders holding nominal share capital 88,24, in excess of Rs. 2 lakhs. (b) NBFCs registered wi RBI - - (c) Employee Trusts - - (d) Overseas Depositories (holding DRs) (balancing figure) - - (e) Category of shareholder Any Oer (specify) Pre & Post Scheme shareholding pattern No. of shares of % Rs. 2 each Trusts 1,11, Foreign Nationals 14, Hindu Undivided Family 33,70, Foreign Company 59, Non Resident Indian (Non Repat) 2,86, Non Resident Indian (Repat) 84,72, Clearing Member 20,56, Bodies Corporate 2,93,92, Sub-Total (B)(3) 10,03,56, Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3) 79,91,50, TOTAL Shareholding (A)+(B) 2,07,09,51, Pre & Post Scheme shareholding pattern of Transferee Company is as under : Sr. Name of Shareholders Pre & Post Scheme No. Shareholding pattern No. of shares of % Rs. 10 each 1. Adani Ports and Special Economic Zone Limited 5,76,92, and its nominee 24

25 47. There would be no change in e capital structure of e Transferor Company and e Transferee Company post sanctioning of e Scheme. 48. In e event at e Scheme is widrawn in accordance wi its terms, e Scheme shall stand revoked, cancelled and be of no effect and null and void. 49. The following documents will be open for inspection by e equity shareholders of e Transferor Company at its registered office at Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat, India, between a.m. and noon on all days (except Saturdays, Sundays and public holidays) upto e date of e meeting: (I) Copy of e final order passed by NCLT in CA(CAA) No. 53/NCLT/AHM/2017, dated 18 day of May 2017 directing e Transferor Company to, inter alia, convene e meetings of its equity shareholders, preference shareholders, secured creditors (including debentureholders) and unsecured creditors; (ii) Copy of e final order passed by NCLT in CA(CAA) No. 54/NCLT/AHM/2017, dated 18 day of May 2017, inter alia, dispensing wi e meeting of e equity shareholders of e Transferee Company; (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) Copy of e CA(CAA) No. 53/NCLT/AHM/2017 along wi annexures filed by e Transferor Company before NCLT; Copy of e CA(CAA) No. 54/NCLT/AHM/2017 along wi annexures filed by e Transferee Company before NCLT; Copy of e Memorandum and Articles of Association of e Transferor Company and e Transferee Company, respectively; Copy of e annual reports of e Transferor Company and e Transferee Company, respectively, for e st st financial years ended 31 March 2015 and 31 March 2014, respectively; Copy of e annual reports of e Transferor Company and e Transferee Company, respectively, for e st financial year ended 31 March 2016; Copy of e Unaudited Financial Results of e Transferor Company and e Transferee Company, st respectively, for e period ended 31 December 2016; Statement showing assets and liabilities of e Marine Business Undertaking of e Transferor Company st as on 31 March 2016 proposed to be transferred to e Transferee Company; Copy of e Register of Directors' shareholding of each of e Companies; Copy of Valuation Report, dated 14 day of February 2017, submitted by BSR & Associates LLP, Chartered Accountants; (xii) Copy of e Fairness Opinion, dated 14 day of February 2017, issued by JM Financial Institutional Securities Limited, to e Board of Directors of e Transferor Company; (xiii) (xiv) (xv) (xvi) (xvii) Copies of e Audit Committee Reports, bo dated 14 day of February 2017, of e Transferor Company and e Transferee Company; Copy of e resolutions, dated 14 day of February 2017, passed by e respective Board of Directors of e Transferor Company and e Transferee Company, approving e Scheme; Copy of e extracts of e minutes of e meetings, held on 14 day of February 2017, of e Board of Directors of e Transferor Company and e Transferee Company, respectively, in respect of e approval of e Scheme; Copy of e Statutory Auditors' certificate dated 14 day of February 2017 issued by M/s. S R B C & Co. LLP, Chartered Accountants to e Transferor Company; Copy of e Statutory Auditors' certificate dated 14 day of February 2017 issued by M/s. Delloite Haskins & Sells, Chartered Accountants to e Transferee Company; (xviii) Copy of e complaint reports, dated 4 day of April 2017, submitted by e Transferor Company to BSE and NSE; (xix) Copy of e no adverse observations/no objection letter issued by BSE and NSE dated 25 day of April 2017 (xx) (xxi) and 24 day of April 2017, respectively, to e Transferor Company; Summary of e Valuation Report including e basis of valuation; Copy of Form No. GNL-1 filed by e respective Companies wi e concerned Registrar of Companies st along wi challan dated 1 day of May 2017, evidencing filing of e Scheme; 25

26 (xxii) Copy of e certificate, dated 8 day of May 2017, issued by M/s. Dharmesh Parikh & Co., Chartered Accountants, certifying e amount due to e unsecured creditors of e Transferor Company as on 30 day of April 2017; (xxiii) Copy of e certificate, dated 29 day of April 2017, issued by M/s. Dharmesh Parikh & Co., Chartered Accountants, certifying at no amount is due and payable to e unsecured creditors of e Transferee Company as on 28 day of April 2017; (xxiv) Copy of e Scheme; and (xxv) Copy of e Reports, bo dated 14 day of February 2017, adopted by e Board of Directors of e Transferor Company and e Transferee Company, respectively, pursuant to e provisions of Section 232(2)(c) of e Act. The shareholders shall be entitled to obtain e extracts from or for making or obtaining e copies of e documents listed in item numbers (i), (ii), (vii), (xvi) and (xvii) above. 50. This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of e Act read wi Rule 6 of e Rules. A copy of e Scheme, Explanatory Statement and Form of Proxy shall be furnished by e Transferor Company to its shareholders/creditors, free of charge, wiin one (1)day (except Saturdays, Sundays and public holidays) on a requisition being so made for e same by e shareholders/creditors of e Transferor Company. 51. After e Scheme is approved by e equity shareholders, preference shareholders, secured creditors (including debentureholders) and unsecured creditors of e Transferor Company, it will be subject to e approval/sanction by NCLT. Sd/- Radhika Haribhakti Chairperson appointed for e meeting Dated is 18 day of May 2017 Registered office: Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat, India. 26

27 Annexure 1 PREAMBLE SCHEME OF ARRANGEMENT BETWEEN ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED Transferor Company AND THE ADANI HARBOUR SERVICES PRIVATE LIMITED Transferee Company AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS This Scheme (as defined hereinafter) is presented under Sections 230 to 232 of e Act (as defined hereinafter) and oer relevant provisions of e Act for e transfer and vesting of e Marine Business Undertaking (as defined hereinafter) of e Transferor Company (as defined hereinafter) to e Transferee Company (as defined hereinafter) wi effect from e Appointed Date (as defined hereinafter), as a going concern, on Slump Sale (as defined hereinafter) basis, and for which lump sum cash considerations shall be paid by e Transferee Company to e Transferor Company on e agreed terms and conditions as set out herein, in accordance wi Section 2(42C) of e IT Act (as defined hereinafter) and for matters consequential, incidental, supplemental and/or oerwise integrally connected erewi. 1. INTRODUCTION PART I- GENERAL 1.1. Adani Ports and Special Economic Zone Limited (e Transferor Company ) is a company incorporated on 26 day of May 1998 under e provisions of e Companies Act, 1956 in e name of Gujarat Adani Port Limited. Subsequently, e name of Gujarat Adani Port Limited was changed to Mundra Port and Special Economic Zone Limited wi effect from 7 day of July The name was furer changed to Adani Ports and Special Economic Zone Limited wi effect from 6 day of January The Transferor Company is a listed public limited company having its registered office at Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat. The equity shares of e Transferor Company are listed on e National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE') The Transferor Company is India's largest multi-port operator and developer wi presence in various parts of India. It is a developer of multi product Special Economic Zone at Mundra, Gujarat.The Transferor Company is also carrying on marine business operations involving piloting and movement of vessels using tugs, bering and de-bering of vessels using tugs, marine logistic support services, towage and transhipment wiin in-land waterways, in coastal waters and sea ( Marine Business ) The Adani Harbour Services Private Limited (e Transferee Company ) is a company nd incorporated on 2 day of September 2009 under e provisions of e Companies Act, 1956 in e State of West Bengal in e name of TM Harbour Services Private Limited. The name of TM Harbour Services Private Limited was changed to The Adani Harbour Services Private Limited wi effect nd from 22 day of December The registered office of e Transferee Company was shifted from e State of West Bengal to e State of Gujarat vide Certificate of Registration dated 24 day of February The Transferee Company is an unlisted public limited company, having its registered office at. Adani House, Near Miakhali Six Roads, Navrangpura, Ahmedabad , Gujarat. The Transferee Company is a wholly owned subsidiary of e Transferor Company The Transferee Company is carrying on marine business operations at Dhamra, Odisha, involving piloting and movement of vessels using tugs, bering and de-bering of vessels using tugs, marine logistic support services, towage and transhipment wiin in-land waterways, in coastal waters and sea Rationale for restructuring: Bo, e Transferor Company and e Transferee Company are carrying on marine business. Consolidating e similar businesses wiin one company would enable e business activities to 27

28 be carried out wi greater focus and specialization for sustained grow. It is expected at e proposed consolidation will allow more focused strategy, standardization in operations, operating cost optimization, better monitoring and utilization of assets, effective co-ordination wi customers which in turn would enhance shareholder's value This Scheme is divided into e following parts: (I) (ii) (iii) 2. DEFINITIONS Part I, which deals wi e introduction, definitions, date of taking effect and share capital; Part II, which deals wi e transfer and vesting of e Marine Business Undertaking; and Part III, which deals wi general terms and conditions applicable to e Scheme. In is Scheme, unless repugnant to e meaning or context ereof, e following expressions shall have e following meaning: Act or e Act means e Companies Act, 2013; st Appointed Date means 1 April 2016; Board or Board of Directors in relation to e Companies means e board of directors of such company and, unless it be repugnant to e context, includes a duly auorised committee of directors; Companies shall mean e Transferor Company and e Transferee Company; Effective Date means e last of e dates on which all conditions, matters and filings referred to in Clause 23 hereof have been fulfilled and necessary orders, approvals and consents referred to erein have been obtained. References in is Scheme to e date of coming into effect of is Scheme or effectiveness of is Scheme shall mean e Effective Date; Employee Benefit Funds shall have e meaning set for in Clause 9.2; Encumbrance or Encumber shall mean any: (i) encumbrance including wiout limitation any security interest, claim, mortgage, pledge, charge, hypoecation, lien, lease, assignment, deed of trust, title retention, deposit by way of security, beneficial ownership (including usufruct and similar entitlements), or any oer similar interest held by e ird person; (ii) security interest or oer encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any person, including wiout limitation any right granted by a transaction which, in legal terms, is not e granting of security but which has an economic or financial effect similar to e granting of security under applicable Law; (iii) right of pre-emption, right of first offer, or refusal or transfer restriction in favour of any person; and/or (iv) any adverse claim as to title, possession or use; Governmental Auority shall mean any national, state, provincial, local or similar government, governmental, statutory, regulatory or administrative auority, government department, agency, commission, board, branch, tribunal or court or oer entity auorized to make Laws, rules, regulations, standards, requirements, procedures or to pass directions or orders having e force of Law, or any nongovernmental regulatory or administrative auority, body or oer organization to e extent at e rules, regulations and standards, requirements, procedures or orders of such auority, body or oer organization have e force of Law, or any stock exchange of India or any oer country; IT Act means e Income-tax Act, 1961 and rules made ereunder and shall include any statutory modification, amendment, or re-enactment ereof for e time being in force; Law shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, approval, directive, guideline, requirement or oer governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having e force of law of any of e foregoing, by any Governmental Auority having jurisdiction over e matter in question; LODR means e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; Marine Business Employees shall mean all e employees of e Transferor Company employed in e Marine Business Undertaking; 28

29 Marine Business Liabilities shall have e meaning set for in Clause 7.1; Marine Business Undertaking means all e business, undertakings, activities, operations, properties and liabilities pertaining to e Marine Business, on a going concern basis, and shall mean and include, wiout limitation: (a) (b) (c) (d) all e assets and properties of Marine Business, tangible or intangible, real or personal, in possession or reversion, including tugs, associated equipments, fire fighting systems, equipments for fighting oil spill along wi oil spill dispersion and spray boom, stores, benefits of use of premises, current assets (including inventories, loans and advances), supplies, computers, communication facilities, installations, tools and plants, furniture, fixtures, office equipments, appliances, accessories, insurances, actionable claims, bank balances, deposits including accrued interest ereto wi Government, semi-government, local and oer auorities and bodies, customers and oer persons, provisions and tax related assets/credits appertaining or relatable to Marine Business; all permits, licences, permissions, approvals, clearances, consents, benefits, registrations, rights, entitlements, credits, certificates (including Cargo Ship Safety Radio Certificate issued under e provisions of e International Convention for e Safety of Life at Sea, 1974 as modified by e Protocol of 1988; Record of Equipment for e Cargo Ship Safety Radio Certificate; Cargo Ship Construction Certificate issued under e provisions of Merchant Shipping (Cargo Ship Construction and Survey) Rules, 1991; International Oil Pollution Prevention Certificate issued under e provisions of e International Convention for e Prevention of Pollution from Ships, 1973 as modified by e Protocol of 1978; Cargo Ship Equipment Certificate issued under e provisions of e Merchant Shipping Act, 1958; Record of Equipment for e Cargo Ship Equipment Certificate; International Sewage Pollution Prevention Certificate issued under e provisions of e International Convention for e Prevention of Pollution from Ships, 1973 as modified by e Protocol of 1978; Statement of Compliance issued under e International Convention on e Control of Harmful Anti-Fouling Systems on Ships togeer wi Record of Anti-Fouling Systems; Ships Security Certificate (Coastal) issued under e provisions of e Director General of Shipping M. S. Notice No. 19 of 2011; Minimum Safe Manning Document issued under e provisions of International Convention for e Safety of Life at Sea, 1974; Certificate of Indian Registry along wi Certificate of survey issued under e provisions of Merchant Shipping Act, 1958; and International Tonnage Certificate issued under e provisions of e International Convention on Tonnage Measurement of Ships, 1969, International air pollution prevention certificate along wi eir record, Certificate of class issued by Indian register of shipping, General trading/specific Period Licence, Indian river sea safety certificate issued by Indian register of shipping as per River Sea Vessel Type rules, International Load Line Certificate issued by Indian Register of Shipping, International Ship Secuirty Certificate issued by Mercantile Marine Department (MMD)/Director General (DG) of Shipping, Continuous Synopsis record issued by MMD/DG of Shipping, Documents of Compliance for e tug Recruitment of Placement of Seafarer Licence holder, International Safety Management Certificate issued by MMD/DG of shipping, Maritime Mobile Station issued by Wireless Planning Commission, Hull & Machinery Insurance Certificate, and Personal & Indemnity Cover for wreck removal & oil spill recovery), awards, sanctions, allotments, no objection certificates, exemptions, concessions, liberties and advantages (including licences/permits granted/issued/given by any Governmental Auority for e purpose of carrying on e Marine Business or in connection erewi) including ose relating to privileges, powers, facilities of every kind and description of whatsoever nature and e benefits ereto at pertain to e Marine Business; all contracts, agreements, purchase/service orders, operation and maintenance contract, memorandum of understanding, memorandum of undertakings, memorandum of agreed points, minutes of meetings, expression of interest, arrangements, agreement wi customers, purchase and oer agreements wi e supplier/manufacturer of goods/ service providers, undertakings, deeds, insurance covers and claims, clearances and oer instruments of whatsoever nature and description, wheer written, oral or oerwise and all e rights, title, interests, claims and benefits ereunder pertaining to e Marine Business; all rights to use and avail telephones, facsimile, , internet, leased line connections and installations, utilities, reserves, provisions, funds, benefits of assets or properties or oer interests 29

30 (e) (f) (g) (h) (i) Explanation: held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all oer rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in e ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by e Transferor Company pertaining to or in connection wi or relating to e Transferor Company in respect of e Marine Business and all oer interests of whatsoever nature belonging to or in e ownership, power, possession or control of or vested in or granted in favour of or held for e benefit of or enjoyed by e Transferor Company and pertaining to e Marine Business; all books, records, files, papers, engineering and process information, software licenses (wheer proprietary or oerwise), applications (including hardware, software, source codes, parameterization and scripts), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, brochures, pamphlets, quotations, product registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, oer customer information, customer credit information, customer/supplier pricing information, and all oer books and records, wheer in physical or electronic form at pertain to e Marine Business; advantages of whatsoever nature and wheresoever situate belonging to or in e ownership, power or possession and in e control of or vested in or granted in favour of or enjoyed by e Transferor Company in relation to e Marine Business, including all intellectual property rights used in relation to e Marine Business; all debts, liabilities including contingent liabilities, duties, taxes and obligations of e Transferor Company pertaining to e Marine Business and/or arising out of and/or relatable to e Marine Business; all e Transferor Company Employees employed in e Marine Business as on e Effective Date; all legal or oer proceedings of whatsoever nature at pertain to e Marine Business; In case of any question at may arise as to wheer any particular asset or liability and/or employee pertains or does not pertain to e Marine Business or wheer it arises out of e activities or operations of e Marine Business, e same shall be decided by mutual agreement between Board of Directors of e Transferor Company and e Transferee Company; NCLT means e National Company Law Tribunal, Bench, at Ahmedabad; Remaining Business shall mean all e undertakings, businesses, activities, operations, assets and liabilities of e Transferor Company, oer an ose comprised in e Marine Business Undertaking; Scheme or "e Scheme or is Scheme" shall mean is scheme of arrangement including any modification or amendment hereto, made in accordance wi e terms hereof; SEBI means e Securities and Exchange Board of India established under e Securities and Exchange Board of India Act, 1992; SEBI Circular means Circular No. CIR/CFD/CMD/16/2015 dated 30 day of November 2015 issued by e SEBI, as amended or replaced from time to time; Slump Sale means Slump Sale as defined under Section 2(42C) of e IT Act; Stock Exchanges shall mean National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), collectively; Transferee Company shall have e meaning set for in Clause 1.3; Transferor Company shall have e meaning set for in Clause DATE OF TAKING EFFECT AND OPERATIVE DATE The Scheme set out herein in its present form or wi any modification(s) approved or imposed or directed by NCLT shall be effective from e Appointed Date but shall be operative from e Effective Date. 30

31 4. SHARE CAPITAL 4.1 The auorised, issued, subscribed and paid up share capital of e Transferor Company as at st 31 day of January 2017 was as under: Share Capital 5. Transfer of Assets Auorized Share Capital PART-II TRANSFER AND VESTING OF THE MARINE BUSINESS UNDERTAKING SECTION 1 - TRANSFER AND VESTING OF THE MARINE BUSINESS UNDERTAKING Amount (in Rs.) 4,97,50,00,000 Equity Shares of Rs. 2 each 995,00,00,000 50,00,000 Non-Cumulative Redeemable Preference 5,00,00,000 Shares of Rs. 10 each TOTAL 1000,00,00,000 Issued, Subscribed and Paid-Up Share Capital 2,07,09,51,761 fully paid up Equity Shares of Rs. 2 each 414,19,03,522 28,11, % Non-Cumulative Redeemable reference 2,81,10,370 Shares of Rs. 10 each fully paid up TOTAL 417,00,13, The auorised, issued, subscribed and paid up share capital of e Transferee Company as at st 31 day of January 2017 was as under: Share Capital Auorized Share Capital Amount (in Rs.) 8,00,00,000 Equity Shares of Rs. 10 each 80,00,00,000 TOTAL 80,00,00,000 Issued, Subscribed and Paid-Up Share Capital 5,76,92,155 fully paid up Equity Shares of Rs. 10 each 57,69,21,550 TOTAL 57,69,21, Upon e coming into effect of is Scheme and wi effect from e Appointed Date, e Marine Business Undertaking (including all e estate, assets, rights, claims, title, interest and auorities including accretions and appurtenances of e Marine Business Undertaking) shall, subject to e provisions of is Clause 5 in relation to e mode of transfer and vesting and pursuant to Section 232(4) of e Act and wiout any furer act or deed, be transferred to and vested in e Transferee Company or be deemed to have been transferred to and vested in e Transferee Company as a going concern basis by way of a Slump Sale, so as to become as and from e Appointed Date, e estate, assets, rights, claims, title, interest and auorities of e Transferee Company, subject to e provisions of is Scheme in relation to Encumbrances in favour of banks and/or financial institutions In respect of such of e assets of e Marine Business Under takingas are movable in nature or are oerwise capable of transfer by delivery of possession or by endorsement and delivery, e same shall be so transferred by e Transferor Company, upon e coming into effect of is Scheme, and shall become e property of e Transferee Company as an integral part of e Marine Business Undertaking wi effect from e Appointed Date pursuant to e provisions of Section 232 of e Act wiout requiring any deed or instrument of conveyance for transfer of e same, subject to e provisions of is Scheme in relation to Encumbrances in favour of banks and/or financial institutions. 31

32 5.3. In respect of movables oer an ose dealt wi in Clause 5.2 above including sundry debts, receivables, bills, credits, loans and advances, if any, wheer recoverable in cash or in kind or for value to be received, bank balances, investments, earnest money and deposits wi any Governmental Auority, quasi-governmental auority, local or oer auority or body or wi any company or oer person, e same shall on and from e Appointed Date stand transferred to and vested in e Transferee Company wiout any notice or oer intimation to e debtors (alough e Transferee Company may wiout being obliged and if it so deems appropriate at its sole discretion, give notice in such form as it may deem fit and proper, to each person, debtor, or depositee, as e case may be, at e said debt, loan, advance, balance or deposit stands transferred and vested in e Transferee Company) In respect of such of e assets belonging to e Marine Business Undertaking oer an ose referred to in Clauses 5.2 and 5.3 above, e same shall, as more particularly provided in Clause 5.1 above, wiout any furer act, instrument or deed, be transferred to and vested in and bedeemed to have been transferred to and vested in e Transferee Company upon e coming into effect of is Scheme and wi effect from e Appointed Date pursuant to e provisions of Sections of e Act All assets, rights, title, interest and investments of e Transferor Company in relation to e Marine Business Undertaking shall also, wiout any furer act, instrument or deed stand transferred to and vested in and be deemed to have been transferred to and vested in e Transferee Company upon e coming into effect of is Scheme and wi effect from e Appointed Date pursuant to e provisions of Sections of e Act Wiout prejudice to e generality of e foregoing, upon e effectiveness of is Scheme, e Transferee Company will be entitled to all e intellectual property rights of e Transferor Company in relation to e Marine Business Undertaking. The Transferee Company may take such actions as may be necessary and permissible to get e same transferred and/or registered in e name of e Transferee Company Any assets acquired by e Transferor Company after e Appointed Date but prior to e Effective Date pertaining to e Marine Business Undertaking shall upon e coming into effect of is Scheme also wiout any furer act, instrument or deed stand transferred to and vested in or be deemed to have been transferred to or vested in e Transferee Company upon e coming into effect of is Scheme For e avoidance of doubt, upon e coming into effect of is Scheme, all e rights, title, interest and claims of e Transferor Company in any leasehold/licensed properties in relation to e Marine Business Undertaking shall, pursuant to Section 232 (4) of e Act, be transferred to and vested in or be deemed to have been transferred to and vested in e Transferee Company automatically wiout requirement of any furer act or deed On and from e Effective Date, and ereafter, e Transferee Company shall be entitled to operate e bank accounts of e Transferor Company, in relation to or in connection wi e Marine Business Undertaking, and realize all monies and complete and enforce all pending contracts and transactions and to accept stock returns and issue credit notes in relation to or in connection wi e Marine Business Undertaking of e Transferor Company, in e name of e Transferee Company in so far as may be necessary until e transfer of rights and obligations of e Marine Business Undertaking to e Transferee Company under is Scheme have been formally given effect to under such contracts and transactions For avoidance of doubt and wiout prejudice to e generality of e applicable provisions of e Scheme, it is clarified at wi effect from e Effective Date and till such time at e name of bank accounts of e Transferor Company, in relation to or in connection wi e Marine Business Undertaking, has been replaced wi at of e Transferee Company, e Transferee Company shall be entitled to operate e bank account of e Transferor Company, in relation to or in connection wi e Marine Business Undertaking, in e name of e Transferor Company in so far as may be necessary. All cheques and oer negotiable instruments, payment orders received or presented for encashment, which is in e name of e Transferor Company, in relation to or in connection wi e Marine Business Undertaking, after e Effective Date shall be accepted by e bankers of e Transferee Company and credited to e account of e Transferee Company, if presented by e Transferee Company. The Transferee Company shall be allowed to maintain bank 32

33 accounts in e name of e Transferor Company for such time as may be determined to be necessary by e Transferee Company for presentation and deposition of cheques and pay orders at have been issued in e name of e Transferor Company, in relation to or in connection wi e Marine Business Undertaking. It is hereby expressly clarified at any legal proceedings by or against e Transferor Company, in relation to or in connection wi e Marine Business Undertaking, in relation to e cheques and oer negotiable instruments, payment orders received or presented for encashment, which is in e name of e Transferor Company shall be instituted, or as e case may be, continued by or against e Transferee Company after e coming into effect of is Scheme. 6. Transfer of contracts, deeds, etc Upon e coming into effect of is Scheme and subject to e provisions of is Scheme including Clause 7, all contracts, deeds, bonds, agreements, schemes, arrangements and oer instruments of whatsoever nature in relation to e Marine Business Undertaking, to which e Transferor Company is a party or to e benefit of which e Transferor Company may be eligible, and which is subsisting or have effect immediately before e Effective Date, shall continue in full force and effect against or in favour, as e case may be, of e Transferee Company and may be enforced as fully and effectually as if, instead of e Transferor Company, e Transferee Company had been a party or beneficiary or obligee ereto Wiout prejudice to e oer provisions of is Scheme and notwistanding e fact at vesting of e Marine Business Undertaking occurs by virtue of is Scheme itself, e Transferee Company may, at any time after e coming into effect of is Scheme in accordance wi e provisions hereof, if so required under any Law or oerwise, take such actions and execute such deeds (including deeds of adherence), confirmations or oer writings or tripartite arrangements wi any party to any contract or arrangement to which e Transferor Company is a party or any writings as may be necessary in order to give formal effect to e provisions of is Scheme. The Transferee Company shall be deemed to be auorised to execute any such writings on behalf of e Transferor Company and to carry out or perform all such formalities or compliances referred to above on e part of e Transferor Company to be carried out or performed For e avoidance of doubt and wiout prejudice to e generality of e foregoing, it is clarified at upon e coming into effect of is Scheme, all approvals, consents, benefits, registrations, entitlements, credits, permissions, licenses, certificates, no objection certificates, exemptions, concessions, clearances, auorities, powers of attorney given by, issued to or executed in favour of e Transferor Company in relation to e Marine Business Undertaking shall stand transferred to e Transferee Company as if e same were originally given by, issued to or executed in favour of e Transferee Company, and e Transferee Company shall be bound by e terms ereof, e obligations and duties ereunder, and e rights and benefits under e same shall be available to e Transferee Company. The Transferee Company shall make applications to any Governmental Auority as may be necessary in is behalf Wiout prejudice to e aforesaid, it is clarified at if any assets (estate, claims, rights, title, interest in or auorities relating to such assets) or any contract, deeds, bonds, agreements, schemes, arrangements or oer instruments of whatsoever nature in relation to e Marine Business Undertaking which e Transferor Company own or to which e Transferor Company is a party to, cannot be transferred to e Transferee Company for any reason whatsoever, e Transferor Company shall hold such asset or contract, deeds, bonds, agreements, schemes, arrangements or oer instruments of whatsoever nature in trust for e benefit of e Transferee Company, insofar as it is permissible so to do, till such time as e transfer is effected. 7. Transfer of Liabilities 7.1. Upon e coming into effect of is Scheme, all debts, liabilities, loans raised and used, obligations incurred, duties of any kind, nature or description (including contingent liabilities which arise out of e activities or operations of e Marine Business Undertaking) of e Transferor Company as on e Appointed Date and relatable to e Marine Business Undertaking( Marine Business Liabilities ) shall, wiout any furer act or deed, be and stand transferred to and be deemed to be transferred to e Transferee Company to e extent at ey are outstanding as on e Effective Date and shall become e debts, liabilities, loans, obligations and duties of e Transferee Company which shall meet, discharge and satisfy e same. 33

34 7.2. Where any of e loans raised and used, debts, liabilities, duties and obligations of e Transferor Company as on e Appointed Date deemed to be transferred to e Transferee Company has been discharged by e Transferor Company on or after e Appointed Date and prior to e Effective Date, such discharge shall be deemed to have been for and on account of e Transferee Company Upon e coming into effect of is Scheme, all loans raised and used and all debts, liabilities, duties and obligations incurred by e Transferor Company for e operations of e Marine Business Undertaking wi effect from e Appointed Date and prior to e Effective Date, subject to e terms of is Scheme, shall be deemed to have been raised, used or incurred for and on behalf of e Transferee Company and to e extent ey are outstanding on e Effective Date, shall also wiout any furer act or deed be and stand transferred to and be deemed to be transferred to e Transferee Company and shall become e loans, debts, liabilities, duties and obligations of e Transferee Company In so far as e existing Encumbrances, if any, in respect of e Marine Business Liabilities are concerned, such Encumbrances shall, wiout any furer act, instrument or deed be modified and shall be extended to and shall operate only over e assets comprised in e Marine Business Undertaking which has been Encumbered in respect of e Marine Business Liabilities as transferred to e Transferee Company pursuant to is Scheme. Provided at if any of e assets comprised in e Marine Business Undertaking which are being transferred to e Transferee Company pursuant to is Scheme have not been Encumbered in respect of e Marine Business Liabilities, such assets shall remain unencumbered and e existing Encumbrances referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment which may be required by a lender or trustee or ird party shall not affect e operation of e above For e avoidance of doubt, it is hereby clarified at in so far as e assets comprising e Remaining Business is concerned, subject to Clause 7.4, e Encumbrances, if any, over such assets relating to e Marine Business Liabilities shall, as and from e Effective Date wiout any furer act, instrument or deed be released and discharged from e obligations and Encumbrances relating to e same. The absence of any formal amendment which may be required by a lender or trustee or ird party shall not affect e operation of e above. Furer, in so far as e assets comprised in e Marine Business Undertaking is concerned, e Encumbrances over such assets relating to any loans, borrowings or oer debts or debt securities which are not transferred pursuant to is Scheme (and which shall continue wi e Transferor Company), shall wiout any furer act or deed be released from such Encumbrances and shall no longer be available as security in relation to such liabilities Wiout prejudice to e provisions of e foregoing Clauses and upon e effectiveness of is Scheme, e Transferor Company and e Transferee Company shall execute any instrument(s) and/or document(s) and/or do all e acts and deeds as may be required, including e filing of necessary particulars and/or modification(s) of charge, wi e registrar of companies to give formal effect to e above provisions, if required Upon e coming into effect of is Scheme, e Transferee Company alone shall be liable to perform all obligations in respect of e Marine Business Liabilities, which have been transferred to it in terms of is Scheme, and e Transferor Company shall not have any obligations in respect of such Marine Business Liabilities It is expressly provided at, save as mentioned in is Clause 7, no oer term or condition of e liabilities transferred to e Transferee Company as part of e Scheme is modified by virtue of is Scheme except to e extent at such amendment is required by necessary implication The provisions of is Clause 7 shall operate, notwistanding anying to e contrary contained in any instrument, deed or writing or e terms of sanction or issue or any security document, all of which instruments, deeds or writings shall stand modified and/or superseded by e foregoing provisions. 8. Legal, taxation and oer proceedings 8.1. Upon e coming into effect of is Scheme, all legal, taxation or oer proceedings, wheer civil or criminal (including before any statutory or quasi-judicial auority or tribunal), by or against e Transferor Company and relating to e Marine Business Undertaking, under any statute, wheer 34

35 pending on e Appointed Date or which may be instituted any time ereafter, shall be continued and enforced by or against e Transferee Company after e Effective Date. The Transferor Company shall in no event be responsible or liable in relation to any such legal or oer proceedings against e Transferee Company. The Transferee Company shall be added as party to such proceedings and shall prosecute or defend such proceedings in co-operation wi e Transferor Company If proceedings are taken against e Transferor Company in respect of e matters referred to in Clause 8.1 above, it shall defend e same in accordance wi e advice of e Transferee Company and at e cost of e Transferee Company, and e latter shall reimburse and indemnify e Transferor Company against all liabilities and obligations incurred by e Transferor Company in respect ereof The Transferee Company undertakes to have all legal or oer proceedings initiated by or against e Transferor Company referred to in Clause 8.1 above transferred to its name as soon as is reasonably possible after e Effective Date and to have e same continued, prosecuted and enforced by or against e Transferee Company to e exclusion of e Transferor Company. The Companies shall make relevant applications in at behalf. 9. Employees 9.1. Upon e coming into effect of is Scheme, e Marine Business Employees in relation to e Marine Business Undertaking (e Transferred Employees ) shall become e employees of e Transferee Company wi effect from e Effective Date, and, subject to e provisions hereof, on terms and conditions not less favourable an ose on which ey are employed by e Transferor Company in e Marine Business Undertaking and wiout any interruption of, or break in, service as a result of e transfer of e Marine Business Undertaking. The Transferee Company agrees at for e purpose of payment of any compensation, gratuity and oer terminal benefits, e past services of e Transferred Employees wi e Transferor Company shall also be taken into account, and agrees and undertakes to pay e same as and when payable In so far as e existing benefits including provident fund, gratuity fund and superannuation fund, trusts, retirement fund or benefits and any oer funds or benefits created by e Transferor Company inter alia for its employees (including employees of e Marine Business Undertaking) are concerned (collectively referred to as e Employee Benefit Funds ), such proportion of e investments made in e Employee Benefit Funds and liabilities which are referable to e Transferred Employees shall be held for eir benefit pursuant to is Scheme in e manner provided hereinafter. The Employee Benefit Funds shall, subject to e necessary approvals and permissions and at e discretion of e Transferee Company, eier be continued as separate funds of e Transferee Company for e benefit of e employees of e Marine Business Undertaking or be transferred to and merged wi oer similar funds of e Transferee Company. In e event at e Transferee Company does not have its own fund in respect of any of e aforesaid matters, e Transferee Company may, subject to necessary approvals and permissions, continue to contribute in respect of e Transferred Employees to e Employee Benefit Funds or discharge such liabilities of e Transferor Company, until such time at e Transferee Company creates its own fund, at which time e Employee Benefit Funds, investments, contributions and liabilities pertaining to e Transferred Employees shall be transferred to e funds created by e Transferee Company In relation to any oer fund (including any funds set up by e government for employee benefits) created or existing for e benefit of e employees being transferred to e Transferee Company, e Transferee Company shall stand substituted for e Transferor Company, for all purposes whatsoever, including relating to e obligation to make contributions to e said funds in accordance wi e provisions of such scheme, funds, bye laws, etc. in respect of such Transferred Employees In so far as e existing benefits or funds created by e Transferor Company for e employees of e Remaining Business are concerned, e same shall continue and e Transferor Company shall continue to contribute to such benefits or funds in accordance wi e provisions ereof, and such benefits or funds, if any, shall be held inter alia for e benefit of e employees of e Remaining Business and e Transferee Company shall have no liability in respect ereof. 35

36 SECTION 2 CONDUCT OF BUSINESS UNTIL EFFECTIVE DATE 10. The Transferor Company, wi effect from e Appointed Date and up to and including e Effective Date: (i) (ii) (iii) shall be deemed to have been carrying on and to be carrying on all business and activities relating to e Marine Business Undertaking and stand possessed of all e estates, assets, rights, title, interest, auorities, contracts, investments and strategic decisions of e Marine Business Undertaking for and on account of, and in trust for, e Transferee Company; all profits and income accruing to e Transferor Company from e Marine Business Undertaking, and losses and expenditure incurred by it (including taxes), relating to e Marine Business Undertaking for e period from e Appointed Date based on e accounts of e Transferor Company shall, for all purposes, be treated as e profits, income, losses or expenditure, as e case may be, of e Transferee Company, except ose specifically forming part of e Remaining Business; and any of e rights, powers, auorities, privileges, attached, related or pertaining to e Marine Business Undertaking exercised by e Transferor Company shall be deemed to have been exercised by e Transferor Company for and on behalf of, and in trust for and as an agent of e Transferee Company. Similarly, any of e obligations, duties and commitments attached, related or pertaining to e Marine Business Undertaking at have been undertaken or discharged by e Transferor Company shall be deemed to have been undertaken for and on behalf of and as an agent for e Transferee Company. 11. The Transferor Company undertakes at it shall preserve and carry on e business of e Marine Business Undertaking wi business prudence. 12. The transfer and vesting of e assets, liabilities and obligations of e Marine Business Undertaking and e continuance of e proceedings by or against e Transferee Company under is Scheme shall not affect any transaction or proceedings already completed by e Transferor Company on or before e Appointed Date to e end and intent at, subject to e provisions of is Section 2, e Transferee Company accepts all acts, deeds and ings done and executed by and/or on behalf of e Transferor Company as acts, deeds and ings done and executed by and on behalf of e Transferee Company. SECTION 3 - REMAINING BUSINESS 13. The Remaining Business and all e assets, liabilities and obligations pertaining ereto shall continue to belong to and be vested in and be managed by e Transferor Company subject to e provisions of is Scheme in relation to Encumbrances in favour of banks and/or lenders. 14. All legal, taxation or oer proceedings wheer civil or criminal (including before any statutory or quasijudicial auority or tribunal) by or against e Transferor Company under any statute, wheer pending on e Appointed Date or which may be instituted at any time ereafter, and in each case relating to e Remaining Business (including ose relating to any property, right, power, liability, obligation or duties of e Transferor Company in respect of e Remaining Business) shall be continued and enforced by or against e Transferor Company after e Effective Date, which shall keep e Transferee Company fully indemnified in at behalf. 15. If proceedings are taken against e Transferee Company in respect of e matters referred to in Clause 14 above, it shall defend e same in accordance wi e advice of e Transferor Company and at e cost of e Transferor Company, and e latter shall reimburse and indemnify e Transferee Company against all liabilities and obligations incurred by e Transferee Company in respect ereof. 16. Up to and including e Effective Date: (i) (ii) (iii) e Transferor Company shall carry on and shall be deemed to have been carrying on all business and activities relating to e Remaining Business for and on its own behalf; all profits accruing to e Transferor Company or losses arising or incurred by it (including e effect of taxes, if any, ereon) relating to e Remaining Business shall, for all purposes, be treated as e profits or losses, as e case may be, of e Transferor Company; and all assets and properties acquired by e Transferor Company in relation to e Remaining Business on and after e Appointed Date shall belong to and continue to remain vested in e Transferor Company. 36

37 SECTION 4 CONSIDERATION BY THE TRANSFEREE COMPANY 17. Upon e coming into effect of is Scheme and in consideration of e transfer and vesting of e Marine Business Undertaking of e Transferor Company in e Transferee Company by way of Slump Sale on a going concern basis, in accordance wi e terms of is Scheme and pursuant to e provisions of Sections and oer relevant provisions of e Act, e Transferee Company shall paya lump sum consideration of INR 200 crores (Rupees Two Hundred Crores only) to e Transferor Company as adjusted by e loans and interests accrued ereon. SECTION 5 - ACCOUNTING TREATMENT 18. Accounting treatment in e books of e Transferor Company Upon e coming into effect of is Scheme and wi effect from e Appointed Date: The Transferor Company shall de-recognize from its books, e book value of assets and liabilities of e Marine Business Undertaking, transferred to e Transferee Company including e rights, interests and obligations of e Transferor Company in such assets and liabilities under e Scheme In compliance wi e Indian Accounting Standards (Ind AS), e difference between e lump sum consideration as per Clause 17 of is Scheme and e book value of e net assets, if any pertaining to e Marine Business Undertaking, shall be recognized in e statement of profit and loss of e Transferor Company For e purpose of Clause 18.2 above, e book value of net assets shall be computed as e value of assets less e value of e liabilities of e Transferor Company, pertaining to e Marine Business Undertaking transferred to and vested in e Transferee Company. 19. Accounting treatment in e books of e Transferee Company The Transferee Company shall account for e transfer and vesting of e Marine Business Undertaking in its books of account as per e Pooling of Interest Meod prescribed under Indian Accounting Standard 103 Business Combinations notified under Section 133 of e Companies Act, 2013 read wi relevant rules issued ereunder and oer applicable accounting standards prescribed under e Act All e assets and liabilities of e Transferor Company pertaining to Marine Business Undertaking shall stand transferred to, and e same shall be recorded by, e Transferee Company at eir respective carrying amount and in e same form as appearing in e books of e account of e Transferor Company The amount of inter-company balances, transactions or investments, if any, between e Transferor Company pertaining to e Marine Business Undertaking and e Transferee Company, appearing in e books of accounts of e Transferor Company and e Transferee Company, shall stand cancelled wiout any furer act or deed If considered appropriate for e purpose of application of uniform accounting meods and policies between e Transferor Company and e Transferee Company, e Transferee Company may make suitable adjustments and reflect e effect ereof in e Capital Reserve Account of e Transferee Company. 20. Applications (i) (ii) PART III GENERAL TERMS AND CONDITIONS The provisions of is Part shall be applicable to Part II of is Scheme. The Companies shall make necessary applications before e NCLT for e sanction of is Scheme under Sections of e Act. The Transferee Company shall be entitled, pending e effectiveness of is Scheme, to apply to any Governmental Auority, if required, under any Law for such consents and approvals which e Transferee Company may require to carry on e business transferred to it pursuant to is Scheme. 21. Modifications to e Scheme The Companies (by eir respective Board of Directors), may jointly and as mutually agreed in writing: 37

38 (i) (ii) (iii) (iv) in eir full and absolute discretion, assent to any alteration(s) or modification(s) to is Scheme which NCLT may deem fit to approve or impose, and/or effect any oer modification or amendment jointly and mutually agreed in writing, including, wiout limitation, any modifications to e accounting treatment set out in e Scheme due to any change in regulatory or compliance requirements being made applicable to e Companies or to e matters set for in is Scheme, and to do all acts, deeds and ings as may be necessary, desirable or expedient for e purposes of is Scheme; to give such directions (acting jointly) as ey may consider necessary to settle any question or difficulty arising under is Scheme or in regard to and of e meaning or interpretation of is Scheme or implementation ereof or in any matter whatsoever connected erewi, or to review e position relating to e satisfaction of various conditions of is Scheme and if necessary, to waive any of ose (to e extent permissible under Law); in eir full and absolute discretion, modify, vary or widraw is Scheme prior to e Effective Date in any manner at any time; and to determine wheer any asset, liability, employee, legal or oer proceedings pertains to e Marine Business Undertaking, or not, on e basis of any evidence at ey may deem relevant for is purpose Any modification to e Scheme by e Transferor Company and/or e Transferee Company, after receipt of sanction by e NCLT, shall be made only wi e prior approval of e NCLT. 22. Scheme as an integral whole and Severability (i) (ii) The provisions contained in is Scheme are inextricably inter-linked wi e oer provisions and e Scheme constitutes an integral whole. The Scheme would be given effect to only if it is approved in its entirety unless specifically agreed oerwise by e respective Board of Directors of e Companies. If any part of is Scheme is found to be unworkable for any reason whatsoever, e same shall not, subject to e mutual agreement of e Companies in writing, affect e validity or implementation of e oer parts and/or provisions of is Scheme. 23. Scheme conditional on The coming into effect of is Scheme is conditional upon and subject to: (i) (ii) (iii) (iv) obtaining observation letter or no-objection letter from e Stock Exchanges by e Transferor Company in respect of e Scheme, pursuant to Regulation 37 of e LODR read wi SEBI Circular and Regulations 11 and 94 of e LODR; is Scheme being approved by e respective requisite majorities of e classes of members and creditors (where applicable) of e Companies as required under e Act and e requisite orders of e NCLT, or dispensation having been received from e NCLT in relation to obtaining such approval from e shareholders and/or creditors; e NCLT having accorded its sanction to e Scheme; and e certified copies of e orders of e NCLT approving is Scheme being filed wi e registrar of companies. 24. Reconstruction of accounts Upon e coming into effect of is Scheme, e accounts of e Transferor Company and e Transferee Company, as and from e Appointed Date, shall be reconstructed in accordance wi and pursuant to e terms of is Scheme. 25. Taxes All taxes (including income tax, sales tax, excise duty, custom duty, service tax, VAT, etc.) paid or payable by e Transferor Company in respect of e operations and/or e profits of e Marine Business Undertaking before e Appointed Date, shall be on account of e Transferor Company and, insofar as it relates to e tax payment (including, wiout limitation, sales tax, excise duty, custom duty, service tax, VAT, etc. but excluding any income tax, payment by way of deduction at source and advance tax, by e Transferor Company in respect of e profits or activities or operation of e Marine Business Undertaking after e Appointed Date, e same shall be deemed 38

39 to be e corresponding item paid by e Transferee Company (except as specifically provided in relation to e Remaining Business) and shall, in all proceedings, be dealt wi accordingly Upon e coming into effect of is Scheme, e Transferee Company and e Transferor Company shall file/revise eir income tax returns, TDS certificates, TDS returns, and oer statutory returns, if required, and shall have e right to claim refunds, credit of tax deducted at source, credit of foreign taxes paid/ wiheld etc., if any (except as specifically provided in relation to e Remaining Business), as may be required consequent to implementation of is Scheme. Such returns shall be revised and filed based on reconstructed accounts drawn up wi effect from Appointed Date and any tax including Minimum Alternate Tax shall be computed accordingly, notwistanding at e statutory period for such revision and filing may have expired. 26. Effect of non-receipt of approvals 27. Costs In e event of any of e approvals or conditions enumerated in e Scheme not being obtained or complied, or for any oer reason, is Scheme cannot be implemented, en e Board of Directors of e Companies shall mutually waive such conditions as ey consider appropriate to give effect, as far as possible, to is Scheme and failing such mutual agreement e Scheme shall become null and void and e Companies shall bear and pay eir respective costs, charges and expenses in connection wi is Scheme. Subject to Clause 26 above, all costs, charges, levies and expenses (including, but not limited to, stamp duty, etc.) in relation to or in connection wi e Scheme and incidental to e completion of e Scheme and of carrying out e terms of is Scheme shall be borne and paid by e Transferee Company. 39

40 VALUATION REPORT Annexure-2 40

41 41

42 42

43 43

44 44

45 45

46 46

47 47

48 48

49 49

50 50

51 Annexure-3 FAIRNESS OPINION 51

52 52

53 53

54 OBSERVATION LETTER FROM BSE Annexure-4 54

55 55

56 OBSERVATION LETTER FROM NSE Annexure-5 56

57 57

58 COMPLAINT REPORTS SENT TO BSE AND NSE Annexure-6 58

59 59

60 SUMMARY OF VALUATION REPORT INCLUDING THE BASIS OF VALUATION Annexure-7 60

61 61

62 REPORT ADOPTED BY THE BOARD OF DIRECTORS OF THE TRANSFEROR COMPANY Annexure-8 62

63 63

64 64

65 REPORT ADOPTED BY THE BOARD OF DIRECTORS OF THE TRANSFEREE COMPANY Annexure-9 65

66 66

67 67

68 UNAUDITED FINANCIAL RESULTS OF THE TRANSFEROR COMPANY st FOR THE PERIOD ENDED 31 DECEMBER 2016 Annexure-10 68

69 69

70 70