East West Pipeline Limited (Formerly Reliance Gas Transportation Infrastructure Limited) CIN: U60300GJ1999PLC040064 Meeting of the Equity Shareholders Date: 21st June 2018 Time: Venue: 12:00 noon Reliance Corporate Park, Thane Belapur Road, Ghansoli, Navi Mumbai - 400701 Contents Page Nos. Notice convening the Meeting of the Equity Shareholders of East West Pipeline Limited Statement under Section 230(3) of the Companies Act, 2013 Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013 Supplementary Financial Statements of East West Pipeline Limited for the period ended 30th April, 2018 Report adopted by the Board of Directors of East West Pipeline Limited pursuant to Section 232(2) of the Companies Act, 2013 1 6 14 28 40 Form of Proxy 41 Attendance Slip 44 Corporate Office:- Maker Maxity, 4 th North Avenue, 2 nd Floor, Kala Nagar, Bandra Kurla Complex, Bandra (East), Mumbai 400051 Tel: 022 35554000; Website:- www.ewpll.com Registered Office: 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar-361008, Gujarat.
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT AHMEDABAD COMPANY APPLICATION NO. 44 OF 2018 In the matter of the Companies Act, 2013; -And- In the matter of Sections 230 to 232 of the Companies Act, 2013; -And- In the matter of East West Pipeline Limited, a company incorporated under the Companies Act, 1956 and a public company within the meaning of the Companies Act, 2013 having its Registered Office at 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar- 361008, Gujarat; -And- In the matter of the Scheme of Arrangement between East West Pipeline Limited and Sikka Ports & Terminals Limited East West Pipeline Limited (formerly known as ) Reliance Gas Transportation Infrastructure Limited) ) a company incorporated under the Companies ) Act, 1956 and a public company within the meaning ) of the Companies Act, 2013 having its ) Registered Office at 101, Shivam Appartments, ) 9, Patel Colony, Bedi Bunder Road, ) Jamnagar 361 008, Gujarat )...Applicant Company 1
NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF EAST WEST PIPELINE LIMITED, THE APPLICANT COMPANY. To, The Equity Shareholders NOTICE is hereby given that by an Order dated the 11th day of May 2018, the Bench at Ahmedabad of the Hon ble National Company Law Tribunal ( Tribunal ) has directed a meeting to be held of the Equity Shareholders of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between East West Pipeline Limited (the Transferor Company or the Demerged Company ) and Sikka Ports & Terminals Limited (the Transferee Company or the Resulting Company ). IN PURSUANCE of the said Order and as directed therein further notice is hereby given that a meeting of the Equity Shareholders of the Applicant Company will be held at Reliance Corporate Park, Thane Belapur Road, Ghansoli, Navi Mumbai - 400701 on Thursday, 21 st day of June 2018 at 12.00 noon, at which place, date and time the said Equity Shareholders are requested to attend. Statement under Section 230(3) of the Companies Act, 2013 along with copy of the Scheme of Arrangement and other annexures including Form of Proxy and Attendance Slip are enclosed herewith. Copies of the said Scheme of Arrangement and of the Statement under Section 230(3) of the Companies Act, 2013 can be obtained free of charge at the Registered Office of the Applicant Company or at the office of its Advocates, Ms. Megha Jani, 302, Satyamev Complex A, S G Road, Opp High Court of Gujarat, Sola, Ahmedabad 380063, Gujarat. Persons entitled to attend and vote at the said meeting may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the Registered Office of the Applicant Company at 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar 361 008, Gujarat, not later than 48 hours before the commencement of the aforesaid meeting. Forms of Proxy can be had at the Registered Office of the Applicant Company. 2
The Tribunal has appointed Shri S. Anantharaman, Independent Director of the Applicant Company, and failing him, Shri Natarajan T. G., Independent Director of the Applicant Company as Chairperson of the meeting. The Scheme of Arrangement, if approved by the meeting, will be subject to the subsequent approval of the Tribunal. Dated this 17th day of May 2018 Sd/- S Anantharaman (DIN: 00178723) Chairperson appointed for the meeting Registered Office: 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar 361 008, Gujarat Notes: (1) An Equity Shareholder of the Applicant Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself on a poll and such proxy need not be a member of the Applicant Company. The Form of Proxy duly completed should be deposited at the Registered Office of the Applicant Company not later than 48 hours before the commencement of the Meeting. A person can act as a proxy on behalf of shareholders not exceeding fifty (50) in number and holding in the aggregate not more than 10% of the total share capital of the Applicant Company carrying voting rights. In case a proxy is proposed to be appointed by shareholder(s) holding more than 10% of the total share capital of the Applicant Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. (2) All alterations made in the Form of Proxy should be initialed. (3) The Authorized Representative of a body corporate may attend and vote at the meeting provided a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate is deposited at the Registered Office of the Applicant Company before the commencement of the meeting. 3
(4) The Notice convening the meeting will be published through advertisement in newspapers namely, The Free Press Journal, Mumbai edition in English and Marathi translation thereof in Navshakti, Mumbai both circulating in Mumbai, and also in Indian Express, Ahmedabad Edition in English and Gujarati translation thereof in Divya Bhaskar, Rajkot Edition, both circulating in Jamnagar, where the Registered Office of the Applicant Company is situated. (5) The quorum of the meeting of the equity shareholders of the Applicant Company shall be 3 (three) equity shareholders of the Applicant Company, present in person. (6) Members are informed that in case of joint holders attending the meeting, only such joint holder whose name stands first in the Register of Members of the Applicant Company in respect of such joint holding will be entitled to vote. (7) All the relevant documents referred to in the Statement annexed hereto shall be open for inspection at the Registered Office between 11.00 a.m. and 2.00 p.m. on all working days upto the date of the meeting. (8) The Route Map of the meeting venue is annexed herewith. 4
ROUTE MAP 5
East West Pipeline Limited 5 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT AHMEDABAD COMPANY APPLICATION NO. 44 OF 2018 In the matter of the Companies Act, 2013; In the matter of Sections 230 to 232 of the Companies Act, 2013; -And- -And- In the matter of East West Pipeline Limited, a company incorporated under the Companies Act, 1956 and a public company within the meaning of the Companies Act, 2013 having its Registered Office at 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar-361008, Gujarat; -And- In the matter of the Scheme of Arrangement between East West Pipeline Limited and Sikka Ports & Terminals Limited East West Pipeline Limited (formerly known as Reliance Gas Transportation Infrastructure Limited), a company incorporated under the Companies Act, 1956 and a public company within the meaning of the Companies Act, 2013 having its Registered Office at 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar 361 008, Gujarat ) ) ) ) ) ) ) ) ) Applicant Company STATEMENT UNDER SECTION 230(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 1. Pursuant to the Order dated the 11th day of May 2018 passed by the Hon ble National Company Law Tribunal, Bench at Ahmedabad (the Tribunal ) in the Company Application No. 44 of 2018 referred to above, separate meetings of the Equity Shareholders, Preference Shareholders holding 75,00,00,000-9% Non-Cumulative Redeemable Preference Shares of the face value of Rs.10/- each fully paid-up ( RPS ), Preference Shareholders holding 800,00,00,000 9% Cumulative Optionally Convertible Preference Shares (Series I and II) ( OCPS ), Secured Creditors (being Debenture holders) and Unsecured Creditors (including Debenture holders) are being convened and held for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between East West Pipeline Limited and Sikka Ports & Terminals Limited (the Scheme ) under Sections 230 to 232 of the Companies Act, 2013 (hereinafter referred to as the Companies Act ). 2. Accordingly, separate meetings will be held for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement as under: (i) Meeting of the Equity Shareholders will be held as stated in the Notice of the meeting at Reliance Corporate Park, Thane Belapur Road, Ghansoli, Navi Mumbai-400 701 on 21 st June 2018 at 12.00 noon; (ii) Meeting of the Preference Shareholders holding RPS will be held as stated in the Notice of meeting at Reliance Corporate Park, Thane Belapur Road, Ghansoli, Navi Mumbai- 400 701 on 21 st June 2018 at 12.30 p.m.; (iii) Meeting of the Preference Shareholders holding OCPS will be held as stated in the Notice of meeting at Reliance Corporate Park, Thane Belapur Road, Ghansoli, Navi Mumbai- 400 701 on 21 st June 2018 at 1.00 p.m.; (iv) Meeting of the Secured Creditors (being Debenture holders) will be held as stated in the Notice of the meeting at Reliance Corporate Park, Thane Belapur Road, Ghansoli, Navi Mumbai- 400 701 on 21 st June 2018 at 2.30 p.m.; and (v) Meeting of the Unsecured Creditors (including Debenture holders) will be held as stated in the Notice of the meeting at Reliance Corporate Park, Thane Belapur Road, Ghansoli, Navi Mumbai- 400 701 on 21 st June 2018 at 3.00 p.m. 3. The Definitions contained in Part I of the Scheme will apply to this Statement also. Description of Companies 4.1 The Applicant Company (hereinafter referred to as the Transferor Company or the Demerged Company ) was incorporated on 4 th June 1999 as a public company under the Companies Act, 1956 under the name Petroleum Transportation and Infrastructure Company Limited and the Asst. Registrar of Companies, Maharashtra, Mumbai, issued a Certificate of Incorporation dated the 4 th day of June 1999. The name of the Applicant Company was changed to Gas Transportation and Infrastructure Company Limited and the Registrar of Companies, Maharashtra, Mumbai issued a Fresh Certificate of Incorporation Consequent to Change of Name dated 7 th March 2001. The name of the Applicant Company was once again changed to Reliance Gas Pipelines Limited and the Registrar of Companies, Gujarat issued a Fresh Certificate of Incorporation on Change of Name dated 15 th December 2005. The name of the Applicant Company was further changed to Reliance Gas Transportation Infrastructure Limited and the Registrar of Companies, Gujarat issued a Fresh Certificate of Incorporation on Change of Name dated 10 th April 2006. The name of the Applicant Company was again changed to East West Pipeline Limited and the Registrar of Companies, Gujarat issued a Fresh Certificate of Incorporation pursuant to Change of Name dated 20 th March 2018. The Applicant Company is a public company within the meaning of the Companies Act, 2013. 4.2 The Corporate Identification Number (CIN) of the Applicant Company is U60300GJ1999PLC040064 and the Permanent Account Number (PAN) is AABCP4405E. 4.3 The Registered Office of the Applicant Company was previously situated in the State of Maharashtra. With effect from 1 st October 2001 the Registered Office of the Applicant Company was shifted to the State of Gujarat pursuant to the Order of the Company Law Board, Western Region Bench, Mumbai dated 25 th September 2001 confirming transfer of the Registered Office from one State to another. The Registered Office of the Applicant Company is presently situated in the State of Gujarat at 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar- 361008. The email address of the Applicant Company is company.secretary@rgtil.com. During the last five years, there has been no change in the Registered Office of the Applicant Company. 4.4 As per the latest audited financial statements of the Applicant Company as on 31 st March 2017, the authorised share capital and the issued, subscribed and paid-up share capital of the Applicant Company was as under: Rs. Authorised Share Capital: 2500,00,00,000 Equity Shares of Re. 1/- each 2500,00,00,000/- 950,00,00,000 Preference Shares of Rs. 10/- each 9500,00,00,000/- Total 12000,00,00,000/- 6
6 East West Pipeline Limited Issued, Subscribed and Paid-up Share Capital: 2275,16,25,000 Equity Shares of Re. 1/- each fully paid up 2275,16,25,000/- 75,00,00,000-9% Non-Cumulative Redeemable Preference Shares of Rs.10/- each fully paid-up 750,00,00,000/- 800,00,00,000-9% Cumulative Optionally Convertible Preference Shares (Series I and II) of Rs. 10/- each fully paid-up 8000,00,00,000/- Total 11025,16,25,000/- 4.5 As on 30 th April 2018, the authorised share capital and the issued, subscribed and paid-up share capital of the Applicant Company was the same as above. 4.6 The objects for which the Applicant Company has been established are set out in its Memorandum of Association. The Main Objects of the Applicant Company are set out hereunder: 1. To carry on the business of designing, setting up, erecting, maintaining, repairing, improving and operating or managing in India or abroad, pipes, pipelines, cross country piping systems, jetties, single buoy moorings, all other kinds of onshore and offshore port facilities, storage and distribution terminals, storage, loading and unloading facilities for the storage and transportation of natural gas, crude oil, petroleum products including but not limited to liquefied petroleum gas, petrol, naphtha, high speed diesel, aviation turbine fuel, superior kerosene oil and all products as may be conveniently transported through pipelines and, for the purpose, enter into any technical or financial collaboration as may be desired. 2. To carry on the business of buying, importing, selling, exporting, leasing, producing, bottling, storing, distributing and otherwise dealing in all kinds of petroleum products, chemicals, chemical products, natural gas and other natural resources, related equipment including cylinders, valves, regulators and other accessories. 2A. To act as advisers, consultants, factors, mutual fund distributors, brokers, sub-brokers, agents, portfolio managers, trustees, venture capitalists, commission agents, principals, contractors, investigators, examiners, explorers, inspectors either alone or in conjunction with others for rendering various types of services including but not limited to the field industrial, financial, business, trade, management, social, surveillance and to establish, run, operate, manage, maintain, provide facilities and services including transporting, marketing and selling of natural gas and all kinds of sports, entertainment amusements parks, recreation centre, offices, trusts, agencies, branches in India or elsewhere and to carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting, marketing, supplying, trading, dealing in any manner whatsoever in all type of goods on retain as well as on wholesale basis. 4.7 The Applicant Company s present business comprises two main divisions (I) pipeline infrastructure division comprising the business of providing transportation of natural gas through its cross-country pipeline between Kakinada in Andhra Pradesh to Bharuch in Gujarat and related activities; and (II) investment division comprising holding of investments in securities of companies, banks and mutual funds. 4.8 The equity shares of the Applicant Company are not listed on any stock exchange. The Applicant Company has issued debentures as under: (i) 10,000-10.95% Secured Redeemable Non-Convertible Debentures-PPD2 of the face value of Rs,10,00,000/- each of an aggregate value of Rs.1000,00,00,000/-; and 7 (ii) 25,000 10.25% Unsecured Redeemable Non- Convertible Debentures PPD3 of the face value of Rs.10,00,000/- each of an aggregate value of Rs.2500,00,00,000/-. The above Debentures issued by the Applicant Company are listed on The National Stock Exchange of India Limited ( NSE ). 5.1 Sikka Ports & Terminals Limited (hereinafter referred to as the Transferee Company or the Resulting Company ) was incorporated on 14 th March 1997 as a public company under the Companies Act, 1956 under the name Reliance Ports And Terminals Limited and the Registrar of Companies, Gujarat, Dadra & Nagar Haveli, issued a Certificate of Incorporation dated the 14 th day of March 1997. The name of the Transferee Company was changed to Sikka Ports & Terminals Limited and the Registrar of Companies, Ahmedabad, Gujarat issued a Certificate of Incorporation pursuant to Change of Name dated 14 th March 2018. The Transferee Company is a public company within the meaning of the Companies Act, 2013. 5.2 The Corporate Identification Number (CIN) of the Transferee Company is U45102GJ1997PLC031906 and the Permanent Account Number (PAN) is AABCR3878B. 5.3 The Registered Office of the Transferee Company is situated in the State of Gujarat at Admin Building, MTF Area, Village Sikka, Taluka & District Jamnagar - 361140. The email address of the Transferee Company is company.secretary@rptl.in. During the last five years, there has been no change in the Registered Office of the Transferee Company. 5.4 (a) As per the latest audited financial statements of the Transferee Company as on 31 st March 2017, the authorised share capital and the issued, subscribed and paid-up share capital of the Transferee Company was as under: Authorised Share Capital: 5000,00,00,000 Equity Shares of Re. 1/- each Rs. 5000,00,00,000/- 250,00,00,000 Preference Shares of Rs.10/- each 2500,00,00,000/- Total 7500,00,00,000/- Issued, Subscribed and Paid-up Share Capital: 275,00,00,000 Equity Shares of Re. 1/- each fully paid up 275,00,00,000/- 4,70,00,000 10% Non-Cumulative Redeemable Preference Shares (Series 1 to 10) of the face value of Rs.10/- each fully paid up 47,00,00,000/- Total 322,00,00,000/- (b) During Financial Year 2017-18: (i) the Transferee Company had redeemed 94,00,000-10% Non-Cumulative Redeemable Preference Shares (Series 9 and 10) of the face value of Rs.10/- each; and (ii) the Transferee Company had issued and allotted 94,00,000-9% Cumulative Redeemable Preference Shares of the face value of Rs.10/- each.
East West Pipeline Limited 7 (c) As on 30 th April 2018, the authorised share capital of the Transferee Company was the same as above. The issued, subscribed and paid- up share capital of the Transferee Company as on 30 th April 2018 was as follows: Rs. Issued, Subscribed and Paid-up Share Capital: 275,00,00,000 Equity Shares of Re. 1/- each fully paid up 275,00,00,000/- 3,76,00,000 10% Non-Cumulative Redeemable Preference Shares (Series 1 to 8) of the face value of Rs.10/- each fully paid up 37,60,00,000/- 94,00,000 9% Cumulative Redeemable Preference Shares of the face value of Rs. 10/- each fully paid up 9,40,00,000/- Total 322,00,00,000/- 5.5 The objects for which the Transferee Company has been established are set out in its Memorandum of Association. The Main Objects of the Transferee Company are set out hereunder: 1. To build, construct, acquire, erect, install, operate, maintain, develop, promote, manage, repair, administer, provide, infrastructural facilities for ports, jetties, wharfs, piers, docks, embankments, bulk, break bulk, dry bulk cargo, multipurpose and specialized cargo berths, stackyard and rail infrastructure, terminals, general terminals, marine terminals, cargo terminals, container terminals, transport systems, clearing and handling systems, cargo handling, berths, shorecrains, ship manifolds, fork lifts, bunkers, cargo hoses, navigational channels, depth maintenance, navigation marks, dredging, dry docking, tunnels, canals, workshops, shipways, hangers, derricks, pipe lines for supply of water, oil, fuel, sewage, petrochemicals, chemicals, warehouses, cold storages, godowns, ship stores, sheds, container freight stations and services, port crafts and equipment, tank farms, tugs, pilotage and carnage services, container handling facilities, floating dry dock and vessel repair facilities, setting up of captive power plant, installation of equipment, handling equipment, loading equipment and supporting infrastructure, to acquire marine related technology and undertake underwater work on ports, docks, tugs, terminals, jetties and ship repairs, establish and maintain work lines of power, fuel, steam, aerial communications between ports, ships and other transports and to act as marine consultants, marine engineers and advisors. 2. To build, construct, acquire, maintain, develop, promote, manage, repair, provide, terminals and administer terminals Industrial Estates, housing, constructions, buildings, ports, roads, bridges, sub-ways, express ways, tunnels, shopping complexes or centres, recreational facilities such as theatre, clubs, sports centres, gardens, parks, resorts, medical centres like hospitals and dispensaries, educational centres like schools and colleges, libraries, infrastructural facilities for village, town/city developments, other construction such as parking spaces, to promote and participate in ecological development, preservation and betterment of environment through plantation of trees, effluent treatment and disposal systems and to carry on the business of proprietors, managers and renters either separately or in collaboration with others and to render technical and managerial advice in building construction, maintaining, repairing and managing such places including terminals. 8 During the last five years, there has been no change in the Main Objects of the Transferee Company. 5.6 The Transferee Company is presently engaged, inter-alia, in the business of providing port and marine infrastructure facilities, equipment hiring, construction and engineering services and provision of infrastructure facilities as co-developer in Special Economic Zone (SEZ). The Transferee Company also holds investments in securities of companies, banks and mutual funds. 5.7 The equity shares of the Transferee Company are not listed on any stock exchange. The Transferee Company has issued Debentures as under: (i) 25,000 10.40% Secured Redeemable Non-Convertible Debentures PPD4 of the face value of Rs.10,00,000/- each of an aggregate value of Rs.2500,00,00,000/-; (ii) 40,000 8.45% Secured Redeemable Non-Convertible Debentures PPD5 of the face value of Rs.10,00,000/- each of an aggregate value of Rs.4000,00,00,000/-; (iii) 20,000 7.95% Secured Redeemable Non-Convertible Debentures PPD6 of the face value of Rs.10,00,000/- each of an aggregate value of Rs.2000,00,00,000/-; and (iv) 20,000 7.90% Secured Redeemable Non-Convertible Debentures PPD7 of the face value of Rs.10,00,000/- each of an aggregate value of Rs.2000,00,00,000/-. The above Debentures issued by the Transferee Company are listed on BSE Limited ( BSE ). Purpose of the Scheme: 6. a. The Transferor Company proposes to segregate its pipeline infrastructure operations from its investment operations and for the said purpose, has proposed the Scheme; b. The Scheme provides for the transfer to, and vesting in, the Transferee Company, with effect from the Appointed Date of the entire investment division of the Transferor Company comprising identified assets and liabilities of the Transferor Company in relation thereto, for reduction of share capital of the Transferor Company as an integral part of the Scheme and for various other matters consequential or otherwise integrally connected with the Scheme. Rationale of the Scheme: 7. The circumstances and/or reasons and/or grounds that have necessitated and/or justified the Scheme and some of the major benefits which would accrue from the proposed Scheme are briefly stated below and for these amongst other reasons, the Scheme is being proposed: (a) The Transferor Company is a subsidiary of the Transferee Company which holds 77.86% of the total share capital of the Transferor Company and 22.14% of total share capital of the Transferor Company is held by Reliance Utilities Private Limited ( RUL ), a private company incorporated under the Companies Act, 1956 and a public company within the meaning of the Companies Act, 2013 having its Registered Office at SSO-Annex.2, Reliance Jamnagar Complex, Village Motikhavdi, P.O. Digvijayagram, Taluka & District Jamnagar-361 140, Gujarat. RUL holds 100% of the paid-up equity share capital of the Transferor Company. RUL is a subsidiary of the Transferee Company; (b) The demerger will enable consolidation of investments in one company leading to reduction in administrative costs, avoid duplication of costs and resultantly internal economies;
8 East West Pipeline Limited (c) The investment division of the Transferor Company can be conveniently combined with the business of the Transferee Company; (d) The demerger will enable the Transferor Company to concentrate its resources on its pipeline infrastructure operations, which is a regulated business, leading to better administration and efficiency of operations and the Scheme will optimize the capital structure and profitability for the Transferor Company by way of reduced cost. Salient features of the Scheme 8. The salient features of the Scheme are:- (a) The Scheme provides for the transfer to, and vesting in, the Transferee Company, with effect from the Appointed Date (as hereinafter defined) of the entire investment division of the Transferor Company comprising identified assets and liabilities of the Transferor Company in relation thereto, for reduction of share capital of the Transferor Company as an integral part of the Scheme and for various other matters consequential or otherwise integrally connected with the Scheme. (b) The demerger of the investment division of the Transferor Company under the Scheme will be effected pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and all other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time and in compliance with the relevant provisions of the Income Tax Act, 1961 and all other provisions of applicable laws. (c) The whole of the Demerged Undertaking of the Transferor Company shall, pursuant to the sanction of the Scheme by the Hon ble Tribunal be transferred to and vested in the Transferee Company, as a going concern, without any further act, instrument, deed, matter or thing to be made, done or execute so as to become, on and from the Appointed Date the undertaking of the Transferee Company by virtue of and in the manner provided in the Scheme. (d) The term Demerged Undertaking is defined under Clause 1.12 of the Scheme as under: (i) All the assets and properties set out in Schedule I to this Scheme including all the assets and properties (whether moveable or immoveable, tangible or intangible, real or personal, corporeal or incorporeal, present, future or contingent) in relation to the investment division of the Transferor Company and including, without limitation, internet, leased line connections and installations, stocks, investments of all kinds (including shares, scrip s, stocks, bonds, debentures, debenture stock, units and certificates), cash balances on hand and with banks, current assets, loans, advances, contingent rights or benefits, receivables, earnest moneys, advances or deposits paid by the Transferor Company, rights and benefits under any agreements, benefit of any security arrangements or under any guarantees, tenancies, if any, reserves, provisions, funds, rights, benefits or other interest whether held in trust or otherwise and all other rights including title, interests, other benefits, privileges, liberties and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor 9 Company, whether in India or abroad, in relation to its investment division; (ii) All debts, loans (including convertible loans, if any) and debentures issued by the Transferor Company in relation to and identified to its investment division as set out in Schedule I to this Scheme including all liabilities, duties, undertakings and obligations of the Transferor Company of any kind, nature and description whatsoever and howsoever arising and including any guarantees, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form, borrowings and bills payable of, security or other deposits and advances received by, interest and other obligations given or undertaken by, the Transferor Company in relation to its investment division; (iii) All registrations, agreements, rights, claims, privileges, contracts, entitlements, assignments, grants, licences, approvals, authorizations, consents, engagements, arrangements, powers, sanctions, authorities, allotments, permissions, special status, incentives, exemptions, relaxation, liberties, tax and other benefits in relation to its investment division arising out of any law or policies of the Government or any municipal or other authority or otherwise, whether past, present or future, all identified to the investment division of the Transferor Company; (iv) All tax credits, refunds, reimbursements, claims, concessions, exemptions, benefits under and direct or indirect tax or any other duty or tax or imposts under any Central or State law including Minimum Alternate Tax ( MAT ) paid under the Income Tax Act, 1961 ( IT Act ), advance taxes, tax deducted at source, right to carry forward and set-off unabsorbed losses, if any, and depreciation, MAT credit, deductions and benefits under the IT Act or any other taxing statute, all identified to the investment division of the Transferor Company; (v) All employees, if any, engaged by the Transferor Company in relation to its investment division as on the date of sanction of the Scheme by the Tribunal; (vi) All records, files, documents, reports, papers, programs and manuals, whether in physical or electronic form, in connection with or relating to the investment division of the Transferor Company. Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Demerged Undertaking shall be decided by Board of Directors of the Transferor Company. (e) The Appointed Date under the Scheme is 1 st May 2018. (f) The Scheme shall come into operation on the sanction by the Tribunal of the Scheme, and thereupon, the transfer and vesting of the Demerged Undertaking shall take effect and be deemed to be effective from the Appointed Date. (g) Clause 4.3.5(ii) of the Scheme provides for the issue and allotment by the Transferee Company of Secured Redeemable Non-convertible Debentures - PPD8 of the face value of Rs.10,00,000/- each ( NCD- PPD8 ) to the Debenture holders of the Transferor Company holding Secured Redeemable Non-Convertible Debentures PPD2 of the face value of Rs.10,00,000/- ( NCD PPD2 ) each in the proportion of 1 (one) NCD PPD8 for every 1 (one) NCD PPD2 held by such Debenture holders on the Record Date or their respective heirs, executors,
East West Pipeline Limited 9 (h) administrators or successors. Clause 4.3.5(iii) of the Scheme provides for the issue and allotment by the Transferee Company of Unsecured Redeemable Non-convertible Debentures PPD9 of the face value of Rs.10,00,000/- ( NCD PPD9 ) each to the Debenture holders of the Transferor Company holding Unsecured Redeemable Non-Convertible Debentures PPD3 of the face value of Rs.10,00,000/- each ( NCD PPD3 ) in the proportion of 1 (one) NCD PPD9 for every 1 (one) NCD PPD3 held by such Debenture holders on the Record Date or their respective heirs, executors, administrators or successors. (i) Record Date is defined in Clause 1.5 of the Scheme to mean the date to be fixed by the Board of Directors of the Transferor Company on sanction of the Scheme by the Tribunal for the purpose of Clause 4.3.5(ii) and Clause 4.3.5(iii) of the Scheme. (j) Clause 5 of the Scheme deals with the Remaining Undertaking of the Transferor Company. The term Remaining Undertaking is defined in Clause 1.6 of the Scheme as under : Remaining Undertaking means the whole of the undertaking, activities and operations of the Transferor Company excluding the Demerged Undertaking and shall include all assets, properties and liabilities of the Transferor Company in relation to its pipeline operations division. (k) Clause 7 of the Scheme provides that all suits, actions and legal proceedings, if any, instituted and / or pending and / or arising by or against the Transferor Company in relation to the Demerged Undertaking shall be continued and/or enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the same had been instituted and/or were pending and/or arising by or against the Transferee Company. (l) Clause 9.1 of the Scheme provides that all permanent employees, if any, of the Transferor Company who are in employment of the Transferor Company on the date of sanction of the Scheme by the Tribunal in relation to the Demerged Undertaking, shall become the employees of the Transferee Company without any break or interruption in service and on the same terms and conditions as to employment and remuneration on which they are engaged or employed by the Transferor Company. It is clarified that the employees of the Transferor Company who become employees of the Transferee Company by virtue of this Scheme, shall not be entitled to the employment policies and shall not be entitled to avail of any schemes and benefits that may be applicable and available to any of the employees of the Transferee Company unless otherwise determined by the Transferee Company. (m) Clause 10.1 of the Scheme deals with the reduction of the equity and preference share capital of the Transferor Company and on the sanction of the Scheme, the issued, subscribed and paid-up share capital of the Transferor Company shall be reduced from Rs.11025,16,25,000/- (Rupees Eleven Thousand Twenty Five Crore Sixteen Lakhs Twenty Five Thousand only) divided into (i) 2275,16,25,000 Equity Shares of the face value of Re. 1/- (Rupee One only) each fully paid-up; (ii) 75,00,00,000-9% Non-Cumulative Redeemable Preference Shares of the face value of Rs.10/ (Rupees Ten only) each fully paid-up; and (iii) 800,00,00,000-9% Cumulative Optionally Convertible Preference Shares (Series I and II) of the face value of Rs.10/ (Rupees Ten only) each fully 10 paid-up to Rs.2025,16,25,000/- (Rupees Two Thousand Twenty Five Crores Sixteen Lakhs Twenty Five Thousand only) divided into (i) 1275,16,25,000 Equity Shares of the face value of Re. 1/- (Rupee One only) each fully paid-up and (ii) 75,00,00,000-9% Non-Cumulative Redeemable Preference Shares of the face value of Rs.10/ (Rupees Ten only) each fully paid-up. The authorised share capital of the Transferor Company shall not be reduced. (n) The Transferor Company is a subsidiary of the Transferee Company. The issued, subscribed and paid-up equity share capital of the Transferor Company is held by RUL, along with its nominees. RUL is a subsidiary of the Transferee Company. Accordingly, the Transferee Company shall not issue and allot any shares to RUL (being the subsidiary of the Transferee Company) in lieu of the equity shares held by RUL in the Transferor Company. (o) The RPS issued by the Transferor Company are held by two shareholders viz (i) 25,00,00,000 RPS held by Transferee Company and (ii) 50,00,00,000 RPS held by M/s Reliance Industries Limited. The RPS held by M/s Reliance Industries Limited aggregating to face value of Rs 500,00,00,000/- form about 4.54% of total issued and paid up capital of the Transferor Company. These RPS being redeemable, are considered by the Transferor Company as its Financial Liability in accordance with the Indian Accounting Standards applicable to the Transferor Company. These RPS are identified to the Remaining Undertaking of the Transferor Company and shall continue to remain as liability of the Remaining Undertaking of the Transferor Company at its existing terms and conditions including as to redemption and hence Transferee Company is not required to issue and allot its shares to the holders of RPS in Transferor Company. (p) The Transferor Company and the Transferee Company by their respective Boards of Directors or any Committee thereof may, if the Tribunal or any authorities under law may require or impose, in their discretion, accept any modifications or amendments or additions to this Scheme, or they may, subject to the approval of the Tribunal, make modifications or amendments or additions to this Scheme as the Board of Directors of the Transferor Company and the Transferee Company may deem fit, and the Transferor Company and the Transferee Company, by their respective Boards of Directors are authorised to do and execute all acts, deeds, matters and things necessary for bringing the modified Scheme into effect. In the event that any conditions imposed by the Tribunal or any Governmental Authorities are found unacceptable by the Transferor Company or the Transferee Company for any reason, then the Transferor Company and the Transferee Company shall be at liberty to withdraw the Scheme. (q) This Scheme is conditional on and subject to: (i) The Scheme being agreed to by the requisite majority of the members and creditors of the Transferor Company and the Transferee Company and by such other persons as may be required under the Act and as may be directed by the Tribunal; and (ii) The Scheme being sanctioned by the Tribunal. The Equity Shareholders, Preference Shareholders holding RPS, Preference Shareholders holding OCPS, Secured Creditors (being Debenture holders) and Unsecured Creditors (including Debenture holders) are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only the salient features of the Scheme.
10 East West Pipeline Limited 9. A copy of the Scheme which has been unanimously approved by the Board of Directors of the Applicant Company at its meeting held on 9 th May 2018 together with the report adopted by the Board of Directors at its meeting held on 9 th May 2018 explaining effect of the Scheme of Arrangement on the Shareholders, Key Managerial Personnel, Promoters and Non-Promoter Shareholders of the Applicant Company and Supplementary Financial Statements as at 30 th April 2018 are an attachment to this Statement. The Scheme as approved by the Board of Directors has been filed with the Registrar of Companies. 10. The Scheme has also been unanimously approved by the Board of Directors of the Transferee Company at its meeting held on 9 th May 2018. 11. Both, the Applicant Company and the Transferee Company are solvent companies as on date. 12. The rights and interest of the members and the creditors of the Applicant Company and the Transferee Company will not be prejudicially affected by the Scheme. 13. The Applicant Company and the Transferee Company have both filed their respective applications under the applicable Sections 230 to 232 of the Companies Act, 2013 before the National Company Law Tribunal, Bench at Ahmedabad and the said Applications have been disposed of by the Hon ble Tribunal by separate Orders both dated 11th May 2018. 14. No investigation proceedings have been or likely to be instituted and/or are pending in relation to the Applicant Company under Sections 210,214 to 217, 219,220,223 to 225 of the Companies Act, 2013 or under erstwhile Sections 237, 243, 247(1A), 250 and 251 of the Companies Act, 1956, as applicable. 15. No winding-up petition or insolvency petition/application under the provisions of Section 271 read with Section 272 of the Companies Act, 2013 or under the provisions of the erstwhile Section 433 read with Section 434 of the Companies Act, 1956 or under the provisions of the Insolvency and Bankruptcy Code, 2016 has been filed or is pending against the Applicant Company. 16. On the Scheme being approved by the shareholders and creditors including debentureholders, the Applicant Company will be filing its Petition for sanction of the Scheme by the Tribunal. 17. The Applicant Company will be submitting a copy of the Scheme alongwith a copy of the Notice for the meetings and this Statement to the Central Government (through the Regional Director), Registrar of Companies, Income Tax Authority, Securities and Exchange Board of India and the Stock Exchange and the said authorities would be entitled to make their respective representations/report, if any, to the Tribunal. 18. The Equity Shareholders, Preference Shareholders holding RPS, Preference Shareholders holding OCPS, Secured Creditors (being Debenture holders) and Unsecured Creditors (including Debenture holders) shall be entitled to vote at their respective meetings either in person or by proxy. A person entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself, and such proxy need not be a member or, as the case may be, creditor of the Applicant Company. The instrument appointing the proxy should however be deposited at the Registered Office of the Applicant Company at 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar - 361008, Gujarat not later than 48 hours before the commencement of the concerned meeting. 19. A member or, as the case may be, creditor, being a body corporate is requested to lodge a certified true copy of the resolution of its Board of Directors or other governing body authorizing a person to attend and vote on its behalf at the meeting prior to the commencement of the meeting. 20. The details of the present Directors of the Applicant Company and their shareholding (singly and/or jointly) in the Applicant Company and the Transferee Company are as follows: Name and Address of the Directors of the Applicant Company Shri R.K. Dhadda 805 - B, Raheja Residency, Sector -14,Vashi, Navi Mumbai 400 703 Shri K.R. Raja 1703/1704, Bldg 1, Raheja Classique, New Link Road, Andheri (West), Mumbai - 400053 Shri Mahesh Kamdar 2201, Chaitanya Towers, C Wing, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025 Shri Natarajan T.G. B-10, Prarthna Alok, Next to H. L. Commerce College, Ahmedabad - 380009, Gujarat Shri S. Anantharaman 74-75, 30 Feet Road, Krishnaswamy Nagar, Ramanathapuram, Coimbatore - 641045, Tamil Nadu Shares held in Applicant Company Nil Nil Nil Nil Nil Shares held in Transferee Company Ms. Komal Chhapru Nil Nil Sai Rachna Apartment, Flat No. 302, Opp. Sadhubella High School, Ulhasnagar, Thane 421001 Shri K. R. Raja, Shri Natarajan T.G. and Shri S. Anantharaman are also Directors of the Transferee Company. 21. None of the Directors / Key Managerial Personnel ( KMP ) or relatives of the Directors/ KMP of the Applicant Company and the Transferee Company, are and may be concerned or deemed to be interested financially or otherwise in the Scheme in any manner whatsoever. Nil Nil Nil Nil Nil 11
East West Pipeline Limited 11 22. The Promoters of the Applicant Company are:- Sr. Name No. 1 Reliance Utilities Private Limited 2 Sikka Ports & Terminals Limited 3 Reliance Industries Holding Private Limited Registered Office SSO-Annex.2, Reliance Jamnagar Complex, Village Motikhavdi, P. O. Digvijayagram, Taluka & District Jamnagar 361 140, Gujarat Admin Building, MTF Area, Village Sikka, Taluka & District Jamnagar 361140, Gujarat 84-A, Mittal Court, 224 Nariman Point, Mumbai 400021. 23. Part of the Equity Shares held by Reliance Utilities Private Limited shall stand cancelled on the Scheme being sanctioned. Part of the preference shares held by the Transferee Company in the Applicant Company, shall stand cancelled on the Scheme being sanctioned. Save as aforesaid, the rights or interest of the promoter shareholders of the Applicant Company will not be affected by the Scheme. 24. The Transferee Company will also be holding meetings of its Equity Shareholders, Preference Shareholders holding 10% RPS, Preference Shareholders holding 9% RPS, Secured Creditors and Unsecured Creditors for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement. 25. Further, no compromise, sacrifice or waiver is called for in any manner from the creditors of the Applicant Company and the Transferee Company nor are their rights sought to be modified in any manner under the Scheme. 26. The pre and post Scheme shareholding pattern of the Applicant Company will be as under: a) Equity Shares of Re. 1 each Category Promoter and Promoter Group Mutual Funds Financial Institutions / Banks Central Government / State Government Bodies Corporate Pre-Scheme Post-Scheme No of Shares % No of Shares % 2275,16,25,000 100% 1275,16,25,000 100% - - - - - - - - - - - - - - - - Individuals - - - - Total 2275,16,25,000 100% 1275,16,25,000 100% b) 9% Non-Cumulative Redeemable Preference Shares of Rs.10/- each Category Promoter and Promoter Group Pre-Scheme Post-Scheme No of Shares % No of Shares % 25,00,00,000 33.33% 25,00,00,000 33.33% Mutual Funds - - - - Financial - - - - Institutions / Banks Central - - - - Government / State Government Bodies 50,00,00,000 66.67% 50,00,00,000 66.67% Corporate Individuals - - - - Total 75,00,00,000 100% 75,00,00,000 100% c) 10% Cumulative Optionally Convertible Preference Shares (Series I and II) of Rs.10/- each Category Promoter and Promoter Group Pre-Scheme Post-Scheme No of Shares % No of Shares % 800,00,00,000 100% - - Mutual Funds - - - - Financial - - - - Institutions / Banks Central - - - - Government / State Government Bodies - - - - Corporate Individuals - - - - Total 800,00,00,000 100% - - 27. Voting at the meetings shall be on a poll. 28. The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the Equity Shareholders, Preference Shareholders holding RPS, Preference Shareholders holding OCPS, Secured Creditors (being Debenture holders) and Unsecured Creditors (including Debenture holders) of the Applicant Company at its Registered Office between 11:00 a.m. and 2:00 p.m. on all working days for a period of 30 (thirty) days from the date of receipt of notice: (a) A copy of the Order dated 11th May 2018 of the Tribunal; (b) Copy of Scheme of Arrangement; (c) Memorandum and Articles of Association of the Applicant Company and the Transferee Company; (d) Annual Report of the Applicant Company and the Transferee Company for the financial year ended 31 st March 2017; 12
12 East West Pipeline Limited (e) Supplementary Financial Statement of Applicant Company and the Transferee Company for the period ended April 30, 2018; and (f) Copies of the Resolutions dated 9 th May 2018 passed by the respective Board of Directors of the Applicant Company and the Transferee Company approving the Scheme; and (g) Certificate of M/s. DTS & Associates, Chartered Accountants certifying the Accounting Treatment proposed in the Scheme being in conformity with Accounting Standards prescribed under Section 133 of the Companies Act, 2013. This Statement is the Statement under Section 230 of the Companies Act, 2013. Dated this 17th day of May 2018 Registered Office: 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar- 361008. Gujarat. Sd/- S. Anantharaman (DIN :00178723) Chairperson appointed for the meeting 13
East West Pipeline Limited 13 SCHEME OF ARRANGEMENT BETWEEN East West Pipeline Limited ( EWPL ) AND Sikka Ports & Terminals Limited ( SPTL ) PREAMBLE The following Scheme provides for the demerger of the investment division of East West Pipeline Limited to Sikka Ports & Terminals Limited under the provisions of Sections 230 to 232 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and all other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time. A. Description of Companies: a. A brief description of the Companies is given below: East West Pipeline Limited ( EWPL ) is a company incorporated under the Companies Act, 1956 and a public company within the meaning of the Companies Act, 2013 having its Registered Office at 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar 361 008, Gujarat. EWPL s business comprises two main divisions (I) pipeline infrastructure division comprising the business of providing transportation of natural gas through its cross-country pipeline between Kakinada in Andhra Pradesh to Bharuch in Gujarat and related activities; and (II) investment division comprising holding of investments in securities of companies, banks and mutual funds. EWPL is hereinafter referred to as Transferor Company or Demerged Company. Sikka Ports & Terminals Limited ( SPTL ) is a company incorporated under the Companies Act, 1956 and a public company within the meaning of the Companies Act, 2013 having its Registered Office at Admin Building, MTF Area, Village Sikka, Taluka & District Jamnagar - 361140, Gujarat. SPTL is engaged, inter-alia, in the business of providing port and marine infrastructure facilities, equipment hiring, construction and engineering services and provision of infrastructure facilities as co-developer in Special Economic Zone (SEZ). SPTL also holds investments in securities of companies, banks and mutual funds. SPTL is also the holding company of EWPL. SPTL is hereinafter referred to as Transferee Company or Resulting Company. b. The equity shares of both the Transferor Company and the Transferee Company are not listed on any stock exchanges. EWPL has issued debentures (as detailed hereinafter) which are listed on the National Stock Exchange of India Limited. SPTL has issued debentures which are listed on the BSE Limited. B. Purpose of the Scheme: a. The Transferor Company proposes to segregate its pipeline infrastructure operations from its investment operations and for the said purpose, has proposed this Scheme; b. The Scheme provides for the transfer to, and vesting in, the Transferee Company, with effect from the Appointed Date (as hereinafter defined) of the entire investment division of the Transferor Company comprising identified assets and liabilities of the Transferor Company in relation thereto, for reduction of share capital of the Transferor Company as an integral part of the Scheme and for various other matters consequential or otherwise integrally connected with the Scheme. C. Rationale for the Scheme of Arrangement: (a) The Transferor Company is a subsidiary of the Transferee Company which holds 77.86% of the total share capital of the Transferor Company and 22.14% of total share capital of the 14 Transferor Company is held by Reliance Utilities Private Limited ( RUL ), a private company incorporated under the Companies Act, 1956 and a public company within the meaning of the Companies Act, 2013 having its Registered Office at SSO- Annex.2, Reliance Jamnagar Complex, Village Motikhavdi, P. O. Digvijayagram, Taluka & District Jamnagar 361 140, Gujarat. RUL holds 100% of the paid-up equity share capital of the Transferor Company. RUL is a subsidiary of the Transferee Company. (b) The demerger will enable consolidation of investments in one company leading to reduction in administrative costs, avoid duplication of costs and resultantly internal economies; (c) The investment division of the Transferor Company can be conveniently combined with the business of the Transferee Company; (d) The demerger will enable the Transferor Company to concentrate its resources on its pipeline infrastructure operations, which is a regulated business, leading to better administration and efficiency of operations and the Scheme will optimize the capital structure and profitability for the Transferor Company by way of reduced cost. D. Compliance with Law The demerger of the investment division of the Transferor Company under this Scheme will be effected pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and all other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time and in compliance with the relevant provisions of the Income Tax Act, 1961 and all other provisions of applicable laws. E. Parts of the Scheme: This Scheme is divided into the following parts: (i) Part I deals with definitions of terms used in this Scheme, Share Capital of the Transferor Company and the Transferee Company and operation of the Scheme; (ii) Part II deals with the transfer and vesting of the Demerged Undertaking (as hereinafter defined) of the Transferor Company to and in the Transferee Company; (iii) Part III deals with the alteration of share capital of the Transferor Company; (iv) Part IV deals with the accounting treatment in the books of the Transferor Company and of the Transferee Company and dividends; and (v) Part V deals with the general terms and conditions applicable to this Scheme. PART I DEFINITIONS, SHARE CAPITAL AND OPERATION OF THE SCHEME 1. DEFINITIONS In this Scheme, unless inconsistent with the subject or context, the following terms shall have the meanings set out below: 1.1 Act means the Companies Act, 2013 and all Rules and Regulations made thereunder and includes any statutory modification or re-enactment thereof or amendment thereto, from time to time and for the time being in force; 1.2 Appointed Date means 1 st May 2018; 1.3 Governmental Authorities means all applicable Central, State or local Government, legislative body, regulatory or administrative authority, agency or commission or any instrumentality thereof having jurisdiction within the territory of