G GLOBAL BOARDS LIMITED Registered Office : K-5, Additional MIDC Industrial Area, Mahad, District: Raigad, Maharashtra-402302 COURT CONVENED MEETING OF THE EQUITY SHAREHOLDERS ‘CONTENTS PAGES Notice convening Meeting of the Equity Shareholders of Global Boards Limited 12 Explanatory Statement under section 399 of the: 347 Companios Act, 1956 ‘Scheme of Arrangement under Sections 391 to 394 read with 18.26 Sections 100 to 103 and other applicable provisions of the Companies Act, 1956 Form of Proxy ar Attendance Slip 29 DaY Friday DATE 26" Novernber, 2010 TIME 11.30 VENUE | K-5, Additional MIDC industrial Area, Mahad, District: Raigad, Maharashtra-402302SLOBAL Ge IN-THE HIGH COURT OF JUDICATURE_AT BOMBAY ‘ORDINARY ORIGINAL CIVIL JURISDICTION, COMPANY SUMMONS FOR DIRECTION NO. 660 OF 2010 IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN GLOBAL BOARDS LIMITED AND METROCHEM INDUSTRIES LINITEDAND THEIR RESPECTIVE ‘SHARE HOLDERS Global Boards Limited 2 public limited company incorporated Under the Companies Act, 1956 and Raving its rege. office at K-5, Adcitional MIOC Industrial Area, Mahad, Distict: Raigad, Maharashtra-402302 represented by APPLICANT its Exeeutive Director, D. K Singh NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS To All the Equity Sharahoiders of GLOBAL BOARDS LIMITED ‘Take notice that by an Order made on the 18* day of October, 2010, the High Court of Judicature at Bombay has directed that @ Meeting of the Equity Shareholders of Global Boards Limited, the Applicant ‘Company be convened and held at K-S, Additional MIOG Industrial Area, Mahad, District: Raigad, ‘Manarashtra-402302 on the Friday, 26th day of November, 2010 at 11.90 AM for the purpose of considering, and if thought fi, approving, with or without modifcation(s), he arrangement embodied in the SCHEME OF ARRANGEMENT in the nature of Amalgamation of Metrochom Industries Limited with Global Boards Limited and Restructure of Share Cepital of Global Boards Limited, ‘Take further notice that in pursuance of the said order, and as directed therein, approval of the equity shareholders of the Applicant Company is sought on the following resolutions: 1. Consider and if thought fit, to approve, with or without modification, the Arrangement embodiad in the Scheme of Arrangement (the Scheme") between Global Boards Limited and Metrochem Industries Limited.onal GRe 2 Consider and if thought fit, to pass, with or without modification, the following resolution as a Special (2) Resolved that the subject to confirmation ty the Hon'ble High Court at Bombay the paid up ‘Capital of Global Boards Limited be reduced trom 1,17.87,086 equity shares of Rs.101- each fo 11,79,709 equity Shares of Rs 10/- each by canceling 1,06,17,987 Equity shares in the company wich Is unrepresented by the available assets in terms ol the proposed Scheme of arrangement! Amalgamation of Matrochem Industries Limited with Global Boards Limited (0) Resolved that the Board of Diractors of the Applicant Compary (hersinalter referred to as he Board’ which exprassion shall elso include any Committee constituted therao!) be and is thereby authorised to do all such acts, deeds, matters and things, which the Board considers necessary, requisite, desirable or appropriate and to make, agree or accept such modlications) ‘amendmentstimtations anc/or conditions arising out of oF by vittue ofthe said Scheme or as ‘may be directed or imposed by the by the Hon'ble High Court of Judicature at Bombay and which the Board considers necessary to effectively implement tho said Scheme,” ‘Take further notice that in pursuance of the said order, and as directed therein, further notice is hereby given that a mesting of Equity Shareholders of the said Agplicant Company wil be held at K-5, Additional MIDC Industrial Area, Mahad, Distret: Raigad, Maharashtra-402302 on the 26" day of November, 2010 at 11.30 AM at that time and place the said members are requested to attend. ‘Take further notice that you may attend and voto at tho said Meeting in person or by proxy, providad that all proxies in the preserbed form are daposited at tne Registered Oitico of the Company at K-5, Adctional MIDC industrial Area, Manag, District: Raigad, Manarashtra-402302 rot later than 48 hours betore the meeting ‘The High Court of Judicature at Bombay has appointed Mr. Arvind Bodakar , a Director of the Applicant ‘Company and in his absence Mr. D.K.Singh a Ditecir of tho Anpicant Company and in his absence Mr. DK Singh, also a Director of the Applicant Company, as the Chairman of the eaid mectng, A copy of the COMPOSITE SCHEME OF ARRANGEMENT, the Statement under Section 399 of the ‘Companies Act, 1956 and a Form of Proxy are enclosed. Place : Mumbai Date: 26th October,2010 ‘Arvind Bedakar Chairman appointed for the meeting Note: 4. All alterations made in the Form of Proxy should be initialed 2. Only registored shareholders of the Applicant Compary may attend & vote (either in person or in proxy) at the sharcholders’ meetingSORAL GEe NN THE HIGH COURT OF JUDICATURE AT BOMBAY ‘ORDINARY ORIGINAL CIVIL JURISDICTION, COMPANY SUMMONS FOR DIRECTION No. 660 of 2010 IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN. GLOBAL BOARDS LIMITED AND METROCHEM INDUSTRIES LIMITED AND ‘THEIR RESPECTIVE SHARE HOLDERS, [STATEMENT UNDER SECTION 999 OF THE COMPANIES ACT, 1956 Pursuant to an Order dated the 15 day of Octover, 2010 passed by the High Court of Judicature at Bombay, In the Company Application No. 660 of 2010, a meeting of the members of Global Boards Limitad, the ‘Appiicam Company, is being corvaned to be held on the 26" day of November, 2010 tor the purpose of Considering, and, if thought ft, approving, with or without madiieation(s), Ne proposed SCHEME OF ARRANGEMENT in the nature of Amalgemation of Metrochem Industries Limited with Global Boards Limited ana Restructure of Share Capita of Global Boards Limited, ‘Business and Financial Position of Global Boards Limited and Metrochem industries Limited: GLOBAL BOAROS LIMITED: (a) GLOBAL BAORDS LIMITED, tho Transferoo Compary {hereinattor referred to as “Tho Applicant Company") was incorporated on 12 November 1992 in the office of Registrar of Companies, ‘Manarashira in the name ana style of Chromo Boards and Papers India Limted. The name ol the ‘company was changed to its present name fe. Global Boards Limitod vide fresh verificato dated 17° ‘October 1993. The registered office of the Applicant Company fs situate at K-5, Additional OC Industrial Area, Mahed, District: Raigad, Maharashtra, 402302, (©) The Transterae Company viz. Globat Boards Limited is @ public limited company engaged in _manutaeturing and alo of nign quality paperboards for the Indian market. It wae originally promated jointly by an investment company ot Hong Kong and Saraf group of India, The project had sutfered ‘both time and cast ovor run from the vary beginning and was ultataly Implamantod for contmorcial ‘production in 1996. However, duo 1o various technical problome, tha oporations could not bo stabilized {i 1998-99, By this time, the Paper industry in indla suffered severe dopression and due to tight \iquicty positon and past losses, the compary could not achieve desid lovel of capacty utlzation, ‘esuiting in futher losses. The net worth othe company completely eroded in March 2000 and it camo t0.be declared sick by BIFA in August 2001. After prolonged proceedings before BIFR and AAIFR and various initiatives undertaken by ARCIL, vide its summary record of review proceedings of Rearing ‘dated 16” July 2009, BIFR abated the réterence of tne Company. The company has now proposed 10 ‘oll ts assets and enter into Ono Time Settiement with al its creditors out of the said sale proceeds. (c) Some of te objects specified in ine Memorandum of Association of Global Boards Limited are stated Doiow: 4. "To carry on in india the business of manufacturing, processing, converting, dealing, cuting, coating, selling, transporting, disinibuting, importing, exporting, disposing off all kinds & classes fo! Paper Board, Paper & Pulp including Chromo Board, Art Bosrd, Art Paper, Woiting Paper, Newsprint Paper, Wrapping Paper, Tissue Paper, Cover Peper, Blotting Peper, Fiter Paper, Antique Paper, Wvory Finish Paper, Coated Paper, Bank or Bond Paper, Badamy, Brown or Bult Paper, Bible Paper, Cartiiga Paper, Cloth lined Paper, Azure Laid and Wove Paper, Cream Laid and Wove Paper, Greaseproof Paper, Gummed Paper, Hand-made Paper, Parchment Paper, Drawing Paper, Kraft Paper, Manila Paper, Envelope Paper, Tracing Paper, Vellim Paper, Water Proof Paper, Carbon Paper, Sensiized Paper, Chemically troated Paper, Litmus Paper, Photographic Paper, Glass Paper, Emery Paper, Paste Board, Cardboard, Stranboard, Pulp Board, Leather Board, MCIL! Board, Corrugated Board, Ouplex and Triplex Boards, Hard Boards, Plywood Boards, Post cards, Visiing Cards etc. Soda Pulp, Mechanical Pulp, Sulphite Pulp, Semi Cherrical Pulp etc." 2, OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS “To enter into he partnership or into any arrangement lor sharing profits or losses or for any union of interest, joint venture, reciprocal concession or co-operation with any person orgaat Gus "persons, oF company or companies carrying on or engaged in oF about to carty on or engage fn (or being authorized fo carry on, or engaged in any business or transaction which this Company 's authorized to cary on." {@) The share Capital structure of Gibal Boards Limited, as per the Audited Balance Sheet as on 31 March 2010, consist of the folowing: - "API 1.03,201 Authorived: 7,80,00,000 Equily Shares of Ris. 10 each fs, 75,00,00,000 ‘ssued, Subscribed 8 Peid-up: 1,17,97,098 Equity Shares of As. 10/- each fully paid up. Fs. 11,79,70,960 Totat As, 11,79,70,950 (@) The equity shares of Global Boards Limited a listed on the Bombay Stock Exchange Limited 1) The background of the Board of Directors of Globel Boards limited is as follows: Global Boards Limited. [B.] Nene oF recor Designation ‘Age | Educational Qualifications Ko, [ICT RE Dinesh Romar Singh] Whole Tine Dreaior [aT | BCom [| Me Arvind Bedekar Director 35 | 880, 18 3. | Dr GK Pita Director 85 | Reta, IAS METROCHEM INDUSTRIES LIMITED: {@) The Transferor company viz. Metrachem Industries Limited was incorporated on 10" March 1967, 28 «2 Private Limited Company in the name and style of Rahul Oyechern industries Private Limited in the office of the Registrar of Companies, Guiarat under the Companies Act, 1856 Pursuant to the order dated 25° January 1993, passed by the Hon'ble High Court of Gujarat, three companies viz. Metro Dyechem (india) Linited, Vyara Chemicals Private Limited and Orterm Chemicals Private Limited ‘wore amalgamated with the Company. Subsequently, vide a fresh certificate dated 30" March 1883, {he name of the Company was changed to Rahul Dye-chem Industries Limited. Theraalter, again vida 2 Irash ceniticate dated 30" March 1993, the nara was changed to Metvochem Industries Limited Furher, vide order dated 7" March 1985 passed by the Hon’bie High Cour of Gujaral, Vivek Dyechem Industries Private Limited was amalgamated with the Company. Yat further, vide order dated 15° May £2009 passed by the Hon'ble High Court of Gujarat, the manufacturing unt ofthe Applicant Company was de-merged and transferred to ane Baroda Textile Elects Limited. The registered attice of tho ‘Company is situated at 481, GIDC Phase I, Vatva, Ahmedabad 382 445 in the state of Gularat. (b) The share capital structure of Metrachem industies Limited as on date is as follows: SHARE CAPITAL AS ON 31.03.2010 Authorised: 2,00,00,000 Equity Shares of Ris. 10: each Rs, 20,00,00,000 2,50,00,000 Cumulative/tvoncumufative, Redeemable, Convertbie! Nonconvertibla Preference Shares of Rs. 10/- each Rs. 26,00,00,000 Total fs. 46,00,00,000 {ssued, Subscribed & Paic-up 4,148,983 Equity Shares of is. 10/- each fully paid up. As, 11,49,5,590 Total Rs. 11.43.93,390SLOBAL Ge (©) _The background of the Board of Directors of Metrochem Industriea Limited is aa follows: ‘Se. | Name of Director Designation “Age | Educational Qualifications No. 1 | Mr Gautam MJain ‘Chairman & 38 | 88C, LE. Managing Director 2 MeRanal Gain Whole Time Director | 27 | BSC, Managemont and ‘Administration (Concentration in Finance & Marketing) MrSandip S.Bhandari_| Independent Director | 48 | B.Com, MBA 4 | MrMahendra G.Lodra | Independent Director | 54 | 8.Com, (Hons), LLB, FOA &_[ MeNilosh Desai Independent Director | 50 | BSC 1 Rational of the Scheme {As referred herein above, Metrochem Industries Limited, the Transferor Company had pursuant tothe ‘Scheme of De-merger, damorged one o its units ands presently exploring the new business avenues to deploy the available cash surplus. Under the proposed scheme, the Transferee Company also ‘envisages restructure ofits share capital to bring it downto realistic level after adjusting its accumulated losses. The proposed scheme would enable the amalgamated company to have efficient working, explore alternate business possibilities for the benefit ofits shareholders and public at large. 2 Sallent Features of the Scheme: Salient Features of Scheme of Amalgamation: “1. DEFINITIONS: 1.2. The "Appointed Date” means April 1, 2009 or such other date as may be approved by the High Court of Gujarat or Bombay High Court 1.5 The “Effective Dato" means the dates on which the sanctions, approvals or orders spectied in ‘Clause 18 of this Scheme are obtained and the ordor ofthe respective High Courts Sanctioning ‘the Scheme of Amalgamation is filed wth the Registrar of Companies by the Transteror Company and the Transteree Company. 1.6 “Scheme” or “The Scheme" means this Composite Scheme of Arrangement in its present form ‘submitted to the High Courts of Gujarat and Maharashtra for sanction or with any modification(a) ‘approved or imposed or directed by the said High Court. 1.9 “Undertaking” means all the assets and lables of MCIL on a going concern Inctude: 1.9.1 all tho assots including but not restricted to immavable Properties of MIL on tha Appointed Date {horoinater retorted to as the “MICIL Assot 1.9.2 all the dobis, labios, duties and obligations of MCIL as on the Appointed Date (neroinattor roforred to a5 the “MCL Liabiltios"; 1.9.8 without prejudice to tho gonorality of sub-clause 0, the reserves, movabio and immovablo proporties, tangible assets, including loaschold rights, tonanoy rights, licenses, permits, ‘authorisations, quota rights, Intellectual Property right, rignts and benefits of all agraoments and all other interasts, incentives, rights and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages, benefits and approvals of whatsoevar nature and wheresoever situated and belonging to or in the ownership, power, possession or control of MCI. 3. REDUCTION OF SHARE CAPITAL OF GBL 8.1. The present issued and paid up capital of GBL i.e capital betore the allotmant of shares to the shareholders of MCIL shal stand reduced on account of sat-olf against losses from Rs, 11,79,70,960 (Pupees Eleven Crores Seventy Nine Lakhs Seventy Thousand Nine Hundred Sixty Oniy) divided into 1,17,87,086 (One Crore Seventeen Lakhs Ninety Seven Thousand Ninaly Six) fully paid-up ‘equity shares of Fis. 10/- (Rupees Ten Oniy) each to Rs. 1,17,97,096 (Rupees Ono Crore Seventeen, Lakh Ninety Seven thousand ninety six only), being 10% of the existing pald up equity capital divided 5 ‘and shalGLOBAL G OARS ITED into 11,78,708 (Eleven Lakhs Soventy Nine Thousand Seven Hundred Nine) fully paid-up equity shares of Rs, 10/- (Rupees Ten Only) a¢ch. and fractional share being paid out in cash, 3.2 Aloresaid reduction in capital shal! be effected as follows: (2) The company shal issue + (One) naw aquiy share of Rs. 11 (Rupee Ten) against 109 (One hundred) existing Equity Shares of Rs. 107-(Rupoos Ten) held by tho sharehoicers of GAL. (&) The fractions arising dua to the above Reorganization shall be treated as under No fractional enttiaments shall be issued by the Company in respect ofthe lracional entitlements, it any, to which the members of the Company may be entiled on issue of the shares by the Company as aforosald. The directors of tho Company shall instead consolidate all such fractional éniitoments and alot sharos in lieu thereo! {0 a director or an authorized officer of the Company with the express understancing that such director or the officer shall make immediate payment tothe Company atthe {aco value of shares allttad to him, The said proceeds thore upon, shall, be distributed among the members of the Company in proportion of thor fractional enitaments by the Company. 33. Since the reduction of Capita! is proposed as an integral part of the scheme, under the principal of Single Window Clearance, necessary approval of the Court is daemed to glven under See. 100 of the Companies Act and the sanction of scheme would be considered as an consolidated approval undor ‘sec. 391, 384 and Soe. 100 and no separate approval of tho Shareholders or any other authority ‘would be required to be obtainad. The consent givan Japproval given to the scheme by the resolution passed by tho sharcholders and the creditors of GBL shall be deomed to be the special rasolution Under the provisions of Section 100 and all other applicable provisions of the Act, GBL shell not be required to pass any further resolution for tho samo. Tho Order of tho High Coun sanctioning the ‘Seneme shall be deemed to be the Ordor undar Section 102 of the Act for the purpose of confirming the reduction. 3.4 Upon the Scheme of Arrangement becoming effective, aftor considering the effot of Reduction of ‘existing Sharo Capital of GBL and allotment at chares by GEL. to the shareholders of MIL, pursuant 10 Clause 8 of the said scheme, the issued, suasenbed and paid-up Equty share capital of GBL shall bo is s.12,61,90,090 (Rupees Twelve Croro Sixty One lakh Thirty Thousand Ninety Only) divided into 1,28, 13,009 (One Crore Twerty Six Lakhs Thirteen Nino] fully pais-up equity shares of Fs. 101 (Rupees Tan Only) each 35. The Scheme doos not involve any diminution of labilt (of capital 10 Shareholcers. 4, TRANSFER OF UNDERTAKING. 4.1 Transfer of Assets \Witnetfoct from the Appointed Date, the whole of the Undertaking of MCIL shal, without any further act, instrument or doad be and the sam shall stand transferred to and vested in andior doomed 10 be ttansterred to and vested in GBL pursuant to the provisions of Section 3918384and other celevant provisions of the Act. PROVIDED ALWAYS THAT, this Schame shall not oporate to enlargo the security for any toan, Coposit oF facility created by oF available to MCIL If any. which shall vast in GBL by virtue of the amalgamation and MCIL shail not be cbliged to ereata any further or additional security therofoe alter the amalgamation has become etfoctive or ctherwiso. In rospect of unpaid snare capital or payment 42. Transfer of Movabies 4.2.1 IIs expressly provided that in respect of such of the assots of the MCIL- Undertaking as are movable Innature oF are otherwise capable of transfer by physical delivery or by endorsement and delivery, the ‘same shall be transferrad by MCIL. by handing over physical delvory to GBL along with such other {documents as may be necessary to the and and intent hat the propery therein passes to GL on such oliverGLOBAL 42.2 In respect of movable assets other than those specified in sub-c'ause 4.2.1 above, including sundry debiors, oustanding loans, recoverable in cash or in Kind cr Valu tobe roeeived, Bank balances and ‘deposits with Government, semi-government, local and other authors, bodies and customers etc, IMCIL shall give notice in such form, ait may doom fit and proper to each party, dabtor or deposites as the case may be, that pursuant to tho High Court having sanctioned the Scheme, the said deot, Ioan, aavance, tc, be paid or mado good or hald on account of GBI. as the parson entitadthetto to ‘re 6nd and intent thatthe right of MCILto recover or raslze tho same stands extinguished. MCIL shal algo give notice in such form as It may deom il and propor to each person, debtor or cepositoe that Pursuant to High Court having sanctioned tho Schome, tno said parson, dabtor or depositee should ay the doo, loan or advance or make good the same or hold the same tits account ana that tho right ‘21 GBL to recover oF realize i in Subsituton of tho ight of MCL. 43 Transfer of Other Assets ln rospoct of such of tho said Assets othor than those refered o In sub-clauso 4.2, they shall, without {any furthar act, instrumant or dood, be transtorredto and vested in and/or bs domed to be transforred {nd vested in GBL pursuant to tho provisions of Sections 39tand 384 of tho Actas an inlogral pat of to Undertaking 4.6 Transfer of Liabilities ‘A tho libliios of MCIL- Undortaking as on the close of business on the day prior to tho Appointed Date shall alo, without any futher act, instrument or dead be and stand vested in and/or deemed to be vested in GBL. pursuant tothe provisions of Section 3918 394 of the Act 90 as to become as and {rom he Appointed Date the debts libities, duties and obiigetions of GBL and further that shal not be necessary to obtain the consent of ary hte party or other person whois party to any contract oF arrangement by vivo of which such debts, ables, duties and obigations have arsan, in or 10 have effct to the provisions of this clause. To tho extant that thore are any loans, out standings, advances or balances dus inter-se between MIL. onthe one sige and GBI. on tne other the odtigations in respect thoreot shall como to an end and corresponding etfect shall be glen in the Books of ‘sccounts and records of respective Companies. LEGAL PROCEEDINGS {All legal or other proceadings pending on tho Ettctivo Dato by oF against MCIL shall bo continued and entoreed by or against GBL. in tho samo manner and tothe same extent ae it would be or might have been continued, prosecuted and enforced by or against MCIL i the Scheme had not been made, On and atter the Effective Dato, GBL shall and may inflate any legal proceedings in respect of any aus0s of action accruing or accrued to MCL. 9. _ ISSUE OF SHARES BY TRANSFEREE COMPANY 8.1 Upon the Scheme becoming finaly etfectve. in consideration of the transter and vesting of the Uncertaking_ of the Transtoror company in tno Transforee Company in terms of the Scheme, tho ‘ransieree Company shall subject tothe provisions of the Scheme and without any further application, act oF dood, gsu2 and ait at par tho Equity Sharos of Re. Rupes Ton Oni) each credited as uly paid-up in the Capital of tho Transteroe Company to the Equiy Shareholders of tho Transferor company, ‘whoso names appear in the Registar of Members ofthe Transtoror Company on a dato (Record Date) to be fixed by tho Bosrd of Directors of tha Transfecee Company or to such of their respective hers executes, administrators or otnrloga representatives or cther successors intitle as may be recognized by tho Board of Directors of the Transferee Company and approved by them to be placed on its register of names in the folowing proportion : 1 Equity sharo of is. 10/- each, oecitod as fully paid-up Inthe capital ot GBL tor every 1 Equity Sato of tho faco vaiuo ot RS. 10 (Rupees Ten ony) each hold by the sharohodors In MIL. 9.2 The equity shares of GBL to be issued and aletod tothe equity sharoholdors_of MCIL. as mentioned herein above shall rank pari passu inal cespects with the equity shares of GBL 9.3 The Transfaree Company wil endeavor that the new Eauity Shares of the Company issued in terms of the scheme of arrangement be sted andor admitted to wading on the relevant Stock exchangels, ‘whether in Inia or abroad, whore the aquiy shares ofthe Transferee Company are presently listed and) ‘or admited to trading. The Company shall enor in such arrangement and issue such confimation and! or undertakings as may necessary in accordance with the applicable laws or reguiatons, forthe above 7GLOBAL GRL= ‘purpose. But on such formalties being fulfled all such stock exchange shall Ist andor admit the said ew shares also for the purpose of trading. The Company would further endeavor thal the new equity ‘shares alongwith existing Shares are admitted for trading in dematerialized mode and necessary _agrooment would be entered forthe said purpose with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL}. The NSDL and CDSL shall admit tho shares of ‘he Company for demateriazation. All the statutory and Government authorities shall give necessary approvals and permissions forthwith in this regard subject to fullment of their requiremonts 10, ACCOUNTING TREATMENT 10.1 Upon the coming into etfect of the schema, GBL shall rocord all assets and labiltios vested in MIL. pursuant to the Scheme at their book vals. 10.2 Tho excoss, it any, of tho value of the net assets over the aggregate taco value of the naw shares Issued by GBL to the shareholders of aggregate face value of, pursuant to this Schame, shall bo ‘oradited to tho Amalgamation Reserve account in the books of GBL. The said Reserve after such agjustmant will be considered as General Resorve 10.3 Incase of ay cifteronces in accounting policy Botwoon MIL and GBL, the impact ol the same til the ‘amalgamation will bs quantified and adjusted in the General Reserve of GBL to onsuro that tho ‘inancial statements of GBL roficts tho tinancial position on the basts of consistant accounting policy. 10.4 To tho oxtont that there are inter-company loans, daposits or balances as batwoon MCIL on the one: side and GBL on the other, the obligations in espect thereo! shall come to an end and there shall be ro Fiabilty in that behalf and corresponding effect shall be given in the books of account and records ofthe GBL for the reduction of any assets oF labilties asthe case may be. For the removal of doubt, it is cartied that in view of tne above, there would be no accrual of interest or other charges in respect ‘of any such inter-company loans, deposit or balances, with effect from the Appointed Date. 10.5 The Scheme isin compliance withthe Principles and Accounting Standards 2s lid out in AS 14 of the standards preseribed by Insitute of Chartared Accountants of Inca (ICA) 11, AMENDMENT TO MEMORANOUM AND ARTICLES OF ASSOCIATION OF THE TRNASFEREE COMPANY. 11.1 Capital Clause: Upon coming into effect of the Scheme, Pursuant to the Order of the High Court of Gujarat, the Authorised Share Capital of the Transferor Company of Fis, Fs. 45,00,00,000 (Runees Foy Five Crore only), as mentioned in Clause 2.1 above, or such amount as may be onthe effective Late, shall be added to the Authorised Share Capita of the Transferse Company as on the effective ate, without any further actor deed and without any further payment ofthe stamp duty or he regstration fees and Clause Vo! the Memnorardum of Association of the Transferee Company he. GBL shall be replaced as under: “The Authorised Share Capital of GBL is Rs. 120,00.00,000 (Rupses One Hundred Twenty Crore only) divided into 95,00,00,000 (Ninety Five Crore) Equity shares of Rs. 10/- (Rupees Ten Only) each ‘and 2,50,00,000 (Two Crore Fifty Lakh) Proterence Shares of Rs. 10 each.” 11.2 Objects Clause: Upon coming into effect of the Scheme, Pursuant to the Order ofthe High Court of Gujarat, and without any further act or deed, the Memorandum of Association of the Transferoe Compary i.e. GBL shalt stand altered and amended as follows: {Altar the existing sub-clause 1 of Part A of Clause Ill of the Memorandum of Association of GBL, the {allowing sub-clauses shall be added: ‘The Main Objects Clause of MCIL lo be reproduced verbatim, with all the clauses as per its MIA, 1 To produce, manufacture, refine, manipulate, use ,buy Jimport oF otherwise acquite Use, s istrbute, export, dealin and dispose off dyes and chemicals (synthatic or nonsynthetic ),coal- tar dyes, dys intermadiaries and dyes of all ther types and description, pharmaceutical surace active agents, and all other kinds of chemicals. 2 To cary on the business as manufacturers, processors, importers, exporters, buyers, sellors, Goslers, consignors, consigneas, agent, stockist, suppers, of all kind types and nature of 8GLOBAL Guz BOARDS UTED pigments, dyes, chomicals, auxiliaries, intermediates, Agro chemicals, including But without limiting the goneralty of foregoing heavy chemicals, tine chemicals, organic and inorganic chemicals and alied chomicals used in agriculture pesticides and paper made from any such substances, 3 To camry on business as producors, importers, exporters buyers, sellers, distributors, stockists, _agenis and brokers of coal. coke, charcoal, petroleum cake, copper, iron ore, baxite, kyante fre ‘lay, china clay, salt, sodtum chloride calcium phosphate, nickel, beryllium, uranium, zinc ead, asbestos, tin, alumina .mercury, silcon, sulphur graphite, brass, aluminum silicate, bentonite, ‘quartz, dextrin, magnesite, dolomite, fero alloys, corrumdum manganese, mica, silver, gold. platinum, diamond, sapphire, ruby, topaz. garnet, emerald, pearl and other precious, semi precious or cormmercial miners and stones and to act as metal founders, manufacturers agents and dealers of metals, shoots, wires, rods, squares plates, meta ols, pipes, tubes, ctces, pars, coli, ulensis ornaments, decorative and art materials anc jewellery made wholly or pally from, any One o: made of the metals and materials mentioned herein, 4 Tocarry on the business of manufacturing of and dealers in all kinds and classes of paper, board and pulp including writing paper, printing paper absorbent paper, antique paper, ivory finish aper, coated paper. cartridge paper, clathlined paper, azure laid and woven paper, creamlaid ‘Fass proo! paper, gummed paper, hand made tracing paper, vellum paper, water prot paner. ‘emery paper, carbon paper, sensitized paper, chemically reatod paper, Itmus paper, ahotographic paper, glass paper, paste board, card board, straw board, pulp board, leather board, mill board, ‘corrugated board, duslex and triplex board, hard board, plywood board, post cards, visiting ‘card, Sods pulp, mechanical pulp, sulphite pulp, semi chemical pulp 5 To invest in, undorwite, purchase, sel, Hold or otherwise acquire and dispose of and “dealin shares, stocks, debentures, debenture Stock, bonds, units, securiles Issued or guaranteed by ‘any authosllas whether Incorporated or established in india 8 Topurchase, take on lease or in exchange, ite or otherwise acquire any immovable or movable property and rights or privileges conveniant forthe purpose ofits business in particular any land, building basements, machinery, plant and stock trade and eitner which tho company may think ‘nacessary oF to retain any propery so aequired Tor the purpose of Company’s business oF to turn the same to account a8 may seem expodent. 7 To dovolop and turn to account any land acquired by the Company or in which the Company is Interested and in particular by surveying. laying aut and preparing the same for puting purposes, designing , constreting, reconstuction, altering, puling down, decorating, maintaining furnishing, fitting up and improving building, farming , cultivating, letting on building lease or building lagroernont and by advancing money to ang entering into contracts and arrangements of all kinds with bulldors, tenants, ethers and to construct, carry out, maintain, improve, manage, work ‘control and supervise any roads, underground tunnels and cailway lines and sidings, ill, ‘rushing works, hydraulic works, electric works, factories, warehouses, shops, level shafts, Ccoaling tations, docks, cacks, or even plants, dwelling houses, office buildings and conveniences ‘and to contnbuto, to subsidies O° otherwi aid ar take part im any such operations 8 To carry on the business of manulacturer's representatives, agents, traders, dealers, exporters, Importers, factors, and commodhies whether consignors and consignees of al kinds, types and ‘izes of cloth articles goods, merchandise for domestic, commercial, Industral, agriculture and . Reserve & Surplus 2. LOAN FUNDS, a. Secured Loans b. Unsecured Loans: Dolerced Tax Liability 31-08-2010 31-08-2009 91-03-2008, 11.80 11.80 41.80 103.71 0871 103.71 22.15 82.15 22.15 18.74 15.74 18.74 ___ TOTAL APPLICATION OF FUNDS 1. Fined Assets 21340 213.40 218.40 Gross Block 1751117541 175.41 Less : Depreciation 11175 106.92 99.63 Net Biook 63.36 38.19 3148 Capital Work in Progress 109 150 738 INVESTMENTS : 0.00 0.00 0.00 3. Current Assets, Loans & Advances = Inventories 0.12 1.93 10.34 Receivables 0.00 023 1.66 ‘Cash and Bank Balances 0.08 0.28 031 Loans & Advances 284 429 5.15 ‘Sub Total 2.98 ent 17.46 Less : Current Liabilities and Provisions ‘Currant Liabiites 2.36 3.36 5.69 Provisions. 08s 118) 0.49 ‘Sub Total 3.22 458 618 NET CURRENT ASSETS : (0.23) 217 1128 Profit and loss Account 492714154 118.69 TOTAL 213.40 2184028. 14Gopal GEE Summarised POW H Lass Recoun OBL bo vse ch (he indore) ‘YearsiPeriod ended on 31-03-2010 31-03-2009 31-03-2008 tate Salsa Chain near ozs aes ras oer eae oo10___o04s___—038 Tout oa was Yaar Expands Porn! ome ons eae Operate 8 er Expenses o7 28 Franco Chron oan os Denrten 00 are Mc expres wie cl oon oo: tavern xs sa oan Tora 21 a0 Prot forth year bela, Poe Po eed jutmote&excopona tome cram) gam) aay tose: Pr Pos nine os 06 to Lose: Pron rte tin Boa om aot oe Pret ater Tsaon rr) nas) (a) fas: Salut But foward meatier year =a 8) (RE) OL Prot Avatar proprio (ran26) (ans) iaen) seprepiatons: Propose Dion on Equy Shs Pr Taxon Diva cng seca) oo a0 to ti Drs on Eat Shares om = G00 to Teron iin Ge (can suche oo 8a a0 Trrstr to cenr oxo oor tooo Taf Cobre Redroton Resone ton__a00 oo Bales Gare To Bulanoo Shee Tae) — Tr) ey 6GLOBAL ARDS TED ‘ANNEXURE-B : SUMMARISED BALANCE SHEET OF MCIL for the 9 years endad on GEE {Rs in Crorés) YearsiPeriod ended on 34-05-2010 81-03-2009 1-03-2008 ‘SOURCES OF FUNDS: 1. SHAREHOLDERS FUNDS : a, Capital 1143 1143 143 b. Reserve & Surplus 117.81 75.00 80.16 2. LOAN FUNDS : a Secured Loans 0.00 30.02 mat Unsecured Loans 1455 4771 49.22 Doterrod Tax Liability 0.92 747 9.50 TOTAL 4445117442 224.78 APPLICATION OF FUNDS 1, Fixed Assets 108s Block 92.58 202.51 Less : Depreciation 274711863 Net Block ee Capital Work in Progress ont ort 2. INVESTMENTS 7.58 132 3, Current Assets, Loans & Advances : Inventories 281 90.45 24.81 Receivables: 7.25 52.33 26.18 ‘Cosh and Bank Balances 41.90 asa 18, Loans & Advances 86.00 2194 48.42 ‘Sib Total Ts705 10538 —~—«*170.28 Less : Current Liabilities and Provisions Currant Labi 3.96 20.88 2851 Provisions 268 0.00 229 Sub Total eee 20.88 30.80 NET CURRENT ASSETS = 130.42 e448 139.48, Miso Expenses not witen 073 3.83 oat TOTAL 174.42 224.78 16GLOBAL Ga= ‘Summarised Profit & Loss Account of NCI\. tor the 4 years andad on (Bs in Crores) ‘Years/Period ended on Income ‘31-09-2010 31-08-2009 31-03-2008 Sales and Operating Income 1212 a2atg 248.61 ther Income 1.23 249.84 Expenditure Cost of Materials 2.50 20.08 9.94 Personnel Expenses 119 8.81 6.26 Operation & Other Expenses 113617717 208.84 Finance Charges 0.03 72 on2 Depreciation 119 8.68 1057 TOTAL 16.25 226.86 289.73 Profit for the year before Tax, before Prior period adjustments & Exceptional Nems 49.98 (6.24) 10.1 Lass : Prior Period Adjustments 268 0.00 00 ‘Less : Provision for tax, detarted tax & tinge benetit tax 0.00 (1-98) 327 Profit after Taxation 40.70 (328) 6.84 ‘Add: Surplus Brought forward trom earlier yoar 785 1091 8.25 Profit Available for Appropriation 48.95 785 18.09 ‘Appropriation: Proposed Dividend on Equiy Shares 229 0.00 229 ‘Tax on Dividend (including surcharge) 038 00 0.39 Interim Dividend on Equity Shares 0.00 0.00 0.00 ‘Tax on Interim Dividend (including surcharge) 0.00 0.00 0.00 ‘Transter to Genoral Rosowe 407 0.00 150 ‘Transfer to Dobenture Redemption Reserve 0.00 0.00 0.00 Balance Carried to Balance Sheet 41.60 785 70.91 71g G “ COMPOSITE SCHEME OF ARRANGEMENT BEE : vn cio, unos coun wannvanc PREAMBLE ‘Tha proposed Scheme of Arrangement envisages Amalgamation of Metrochem Industries Limited with Global Boards Limited as well as Reduction of Share Capital of Global Boards Limited, RATIONALE Metrochor Industries Limited had pursuant to scheme of de-merger, demerged one of the units and is presenily exploring now business avenues to deploy the available cash surplus. The proposed scheme would enable the Companies to have efficient working, explore alternate business possibilities for the benefit of the Shareholders and public al larga. “This Scheme Is divided into the following parts: (a) Part |, which daats with Oetinitions and Share Capital (©) Parti, which deals with Reduction of Share Capital (6) Part, which deals with the amalgamation ofthe Transteror Company with the Transferee Company and (Part Iv, which deals with the gonera) torms and condone applicable to the Scheme. PART 1. DEFINITIONS In this Scheme unless repugnant to the context, the fallowing expressions shall have the following meanings: 1.1. The “Act” means the Companies Act, 1956, including any statutory modifications, re-enactments or amendments thereat 1.2 The “Appointed Date" means Apri 1, 2009 or such other date as may be approved by tho High Court cof Gujarat or Sombay High Court 4.3 “Companies” & or “Company” shall mean and include Motrochem Industrios Limited (MCIL). and Global Boards Limited (GBL) 4.4 ‘Court’ or High Court, shall mean Hon'ble High Court of Gujarat, for the Transteror company and Hon'ble Bombay High Cour for the Transferee Company, and shall be deemed to include the National ‘Company Law Tribunal, if applicable. 4.5 The “Effective Date” means the dates on which the sanctions, approvals or orders specified in Clause 18 of this Scheme are cbtained and the order of the respective High Courts Sanctioning the [Scheme of Amalgamation is filed with the Registrar of Companies by the Transferor Company and the Transteree Company, 18GLOBAL Gaz 1.6 “Scheme” or "The Scheme” meen this Composto Schr of Arangorent i ts present foem ‘submitted to the High Courts of Gujarat and Maharashtra for sanction or with any modification(s) ‘approved or Imposed or directed by the said High Court 1.7 “MCIL" or “The Transteror Company” means Metrochem Industries Limited, a public timited company duly incorporated under the provisions of the Companies Act, 1956, , with its registered oice at 491, GIDC Phase Il, Vatva, Ahmedabad 382 445 inthe stato of Gujarat 1.8 “BL” or “The Transteree Company" means Global Boards Limited, a pubic limited company dul incorporated under the provisions of the Companias Act, 1956 with its rogsterad office at K-S, Additional MIDC Industrial Area, Mahad, District: Raigad, Maharashira, 402902, 1.9 “Undertaking” means all the assets and liabilities of MIL on a going concern basis and shall include: 1.9.1 all the assets including but not restricted to immovable Properties of MCIL on the Appointed Date (hereinafter referred to as the “MCIL Assets”); 41.9.2 tho debis, fables, duties and obligations of MCIL as on the Appointed Date (hereinatter referred togs the "MCIL Liabilities"); 1.9.3 without prejudice to the generally of sub-clause 0, the reserves, movable and immovable properties, tangible assots, including leasehold rights, tanarcy rights, licenses, permits, authorisalions, quota rights, Intolactual Property rights, rights and bonelits ofall agreements and all other interests, incentives, rights and powors of evary kind, nature anc description whatsoover, privileges, lboties, easements, advantages, benefits and approvals of whatsoever nature and wheresoever situated ahd belonging tor In the ownership, power, possession or control of MCIL, 2. SHARE CAPITAL 2.1. As per the latast Audited Balance Sheet of the company as on 31 March 2010, the Authorised Share CCapital of MCIL. is Rs. 45,00,00,000 (Rupees Forly Five Crore only) divided into 2,00,00,000 (Two Crore) Equity shares of Rs. 10/- (Rupaes Ten Only) each and 2,50,00,000 (Two Grore Fifty Lakh) Proferance Shares of Rs. 10 each, The issued, subscrived end paid-up equiy share capital of MCIL is Re.11,43,33,000 (Rupees Eleven Crore Forty Three lakh Thirty Three Thousand Only) civided into 1,14,83,393 (One Crore Fourteen Lakhs Thirly Three Thousand Thee Hundred Thirty Three Only) fully pald-up equty sharos of As. 10). (Rupees Ten Only) each 2.2. As por tne latest Audited Balance Sheet ofthe company as on 31 March 2010, The Authorised Share Capital of GBL is Fs. 75,00,00,000 (Rupees Seventy Five Crores only} divided into 7,50,00,000 (Geven Crore Filly Laks) Equity shares of Rs, 10/- (Rupees Ten Only) each. The issued, subscribed land paid-up share capital of GBL is Rs. 11,79,70,960 (Fiupees Eleven Crores Seventy Nino Lakhs Seventy Thousand Nine Hundred Sixty Only) divided inlo 1,17,97,096 (One Crore Seventeen Lakhs Ninety Seven Thousand Ninety Six) fully paid-up equity shares of Rs. 10/- (Rupees Ten Only) each. ‘There has been no change in the capital structure of either of the companies sinca the said date. PARTI REDUCTION OF SHARE CAPITAL OF GBL 3.1. The present issued and paid up capkal of GBL Le capital before the allotment of shares to the shareholders of MCIL shall stand reduced on account ol set-off against losses from Rs. 11.79,70,960 (Rupees Eleven Crores Seventy Nine Lakhs Saventy Thousand Nine Hundred Sixty Only) divided into 1,17,97,086 (Ona Crore Seventeen Lakhs Ninety Seven Thousand Ninety Sx) fully paid-up ‘equity shares of Ris, 10/- (Rupees Ten Only) each to Rs. 1,17.97,096 (Rupees One Crore Seventeen Lakh Ninety Seven thousand ninely six only), being 10% ofthe existing paid up equily capital divided into 11,79,709 (Eleven Lakhs Seventy Nine Thousand Seven Hundred Nine) fully paid-up equity shares of Fis. 10/- (Rupees Ten Only) each. and fractional share being paid out in cash, 3.2 Aforesald reduction in capital shall be offected as follows: 19a) Tha company shail isaue 1 (One) new eduty share of Ris. 10/ (Rupee Ten) against 100 (One hundred) existing Equity Shares of Fs. 10/-(Rupees Ten) held by the sharehalsers of GBL. |b) The fractions arising due to the above Reorganization shall be treated as under ‘No iractional entitlement: all be issued by the Company in respect ofthe fractional entitements, if ‘any, to which the membors cf the Company may be entitled on issue ofthe shares by the Company as aforesaid. The dectors ol the Company shall nsiead consolidate all such fractional entitlements and allot shares in liey therecr to a director or an authorized officer of the Cormpany with the express Understanding that such dtector or the olficer shall make immediate payment to the Company at the face value ol shares allotted to him. The said proceeds there upon, shall be cistibuted among the members of the Company in proportion of thar Fractional entitemants by the Company a3 ce the reduction of Capita is proposed as an integral part of the schome, under the principal of Single Window Ciearanca, necessary approval of the Cour ig deemed to givan under See. 100 of tha ‘Companies Act and the sanction of scheme would bo considered as an consolidated approval under ‘500. 391, 394 and Sec. 100 and no separate approval of the Shareholders or any other authority ‘woud b0 roquirod to be obtained. The consent given Japproval given to the schome by tno resolution assed by the shareholders anc the eroditors of GBL shall ne deomad to be the special resclution lunder the provisions of Section 100 and all ether appheablo provisions of the Act. GBL ehalt nat be required to pass any further resolution for the same, The Order of the High Court sanctioning tha Scheme snail be decired ro be the Ordor under Saction 102 of tho Act for the purpose of confirming the restuction 3.4 Upon the Scheme of Arrangement becoming etfectivo, ater considering the effect of Reduction of existing Share Capital of GBL and allotment of shares by GBL to the sharcholders of MCIL, pursuant to Clause 8 of the sald scheme, the isued, subscribed and paid-up Equity share capital of GBL shall be is Rs.12,61,30,420 (Rupees Twolve Crore Sixty One lakh Thirty Thousand Four Hundred twenty Only) divided into 1,28,13,042 (One Crore Twenty Six Lakhs Thirteen Nine) {ully paid-up equity shares of Rs. 10/-(Rupoes Ten Only) each , 3.5 The Scheme does not invalve any diminuton of Habiltos in respect of unpaid share capital or payment of capital to Shareholders, PARTI AMALGAMATION 4 TRANSFER OF UNDERTAKING, 4.1 Transfer of Assets \With effect from the Appointed Date, the whole of the Undertaking of MCIL shall, without any further ‘act instrument or deed be and the same shall stand transferred to and vested in andor deemed to be transferred to and vested in GBL pursuant to the provisions of Section 391 8 394 and other relevant provisions of the Act PROVIDED ALWAYS THAT, this Scheme shall not operate to enlarge the security for any loan, deposit oF facility created by or available to MCIL if any, which shall vest in GBL by virtue of the ‘amalgamation and MCIL shall nat be obliged to create any further or additional security therefore aftor the amalgamation has become elfective or otherwise, 4.2. Transfer of Movables 4.2.1 Nis expressly provided that in respect of such ofthe assets of the MCIL- Undertaking as are movable in nature or are otherwise capable of transfer by physical delivery or by endorsement and dalivery. the ‘samo shall be transferred by MCIL by handing over physical delivery to GBL. along with such other ‘documents as may be necessary tothe end and intent thal the property therein passes to GBL on such delivery 20GLOBAL woaaDs LT 4.2.2 in respect of movable assets other than those specified in sub-clause 42.1 above, including sundry dbtors, ouistanding toans, recoverable in cash o in kind or valve to be received, Bank balances and doposits with Government, semi-government, focal and other authorities, bodies and customers et., MCL shall give notice in such form, as it may doom ft and proper to each party. debtor ot depostee as the case may be, that pursuant tothe High Court having sanctioned the Scheme, the said deot, loan, advance, et, be paid or made good or hold on account of GBL as the person ented thereto to the end and intont that the right of MCIL to recover of realize the same stands extinguished. MCIL shall also gv9 notice in such form as may deem fit and proper to each person, deblor or depasitee that pursuant to High Court having ganetionad the Scheme, the said person, debtor or depositee should jay the debt, Joan or advance or make good the same or hols the same to ts account and thatthe right of GBL to reaover oF roalize is in substitution ofthe right of MTL 43. Transfer of Other Assets tn respect of such ofthe said Assats other than those raterrad to in sub-clause 4.2, they shall, without ‘any further act, instrumant or deed, bo transterred to and vested in andor be deemed tobe traneterred {and vesied in GBL pursuant to the provisions of Sections 391and 394 of tho Act as an integral part of the Undertaking, 44° Transfer of Liabilities ‘All tho. lables of MCIL- Undertaking as on the close of business on the day prir to the Appeinted Dato shall also, without any further act, instrument or deed be and stand veated in andlor deemed to ‘be vested in GBL pursuant to tha provisions of Section 3918 984 ol the Act so as to become as and from the Appointed Data the debis lablilies, duties and obligations of GBL and further that it shall not bbe necessary to obtain the consent of any third party or clber porsoa who isa party to any contract or arrangement by virtue of which such debts, labiliias, duties and obligations have arisan, in order 10 have effect to tha provisions of this clause, To the extent that there are any loans, out standings, advances or balances due inter-se betvieen MCIL on the one side and GBIL on the other the abligaions in respect thereot shall coma to an end and corresponding eflact shall be given in the books of accounts and records of respective Companies 8. Legal Proceedings All legal or other proceedings pending on the Elective Date by or against MOI. shall be continued and enforced by or against GBL in the same manner and to the same extent as it would be o° might have been continued, prosecuted and enforced by or against MCIL i the Scheme had not been mado. ‘On and alter the Ellactive Dale, GBL shall and may inate any legal proceedings in respect of any ‘causes of action accruing or accrued to MIL, 6 Contracts, Deeds, Bonds and Other Instruments ‘Subject to the other provisions contained inthis Scheme, all contracts, deods, bonds, agreements and ‘ther instruments of whatsoever nature to which MCIL is party or to the benefit of which MCIL may be eligible and which are subsisting or having elfect immediately before the Effective Date, shall remain in full force and effect against or in favour of GBL, as the case may be, and may be enforced as fly and effectually as if, instead of MCIL, GBL had been a party thereto or beneficiary thereto. Any agreement entered into between the Companies inter-se would stand terminated without affecting any Fight of ne Comparies to the third parties oof third parties who be or have been effected by the seid agreement. All such rights or claims of Companies against the third parties and that ol third party pursuant tothe said agreement would stand with or against GBL asthe case may be, asifno termination has taken place, 7. Staff, Workmen and Employees ‘On the Etfective Date, all he permanent staff, workmen and other employees of MOIL if any, and on ‘he payroll (collectively known as "EMPLOYEES") shall become the staff, workmen and employees of GBL, on the basis that: 7.11 Thete shall not be any break oF interuption in their services; 21GLOBAL SOs MATES 7.2 By reason of this transfer, the terms and conditions of servioe applicable tothe said staf, workmen and ‘employoos alter such transfer shall notin any way bo less favourable to them than those applicable 10 them immediately betore the transfer; 7.3 For the purpose of payment of any retiroment benefivcompensation, the uninterrupted past services of the EMPLOYEES shall also be taken into account; 7.4 GBL will abide by the torms of agreements/sottomants entered into by tho uniontassociations of the EMPLOYEES with their respective previous emoloyers; 7.5. GBL shall stand substtuied forall purposes whatsoever in the superannuation fund, provident fund ‘and gratuity fund or all other special funds ("FUNDS") created or existing forthe benefit ofthe staff, workmen or employees of MCI ILis the aim and intent that all the rights, duties, powers and obligations of MCIL in relation to such FUNDS shall bocome those of GAL and all the righls, duties and benefits of EMPLOYEES of MCIL under such Funds shall be protected ITIS CLARIFIED THAT the uninterrupted services of the EMPLOYEES of MCIL wil also be treated as. having been continuous for the purpose of the aforesaid Funds. 8. CONDUCT OF BUSINESS BY MCIL TILL EFFECTIVE DATE With effect trom the Appointed Date and upto and including the Elective Date, MCIL; {8.1 Shall carry on and be deomed to carry on al their business and activities and shall be deemed to have held and stood possessed of all thelr properties and assets for and on account of and in {rust for GBL and all the profits or incomes accruing to MCIL or expenditure or losses arising or incurred by MCIL shall for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses of GBL , as the case may be; 8.2 Hereby undertakes to carry on thelr business until the Effective Date with reasonable diligence ‘and business prudence and shall act a¢ it would have normally acted in the ordinary course of their business or pursuant to any pre-existing obligation undertaken by MCIL; 9, ISSUE OF SHARES BY TRANSFEREE COMPANY 9.1. Upon the Scheme becoming finally effective, in consideration of the transfer and vesting of the Undertaking. of the Transieror company in the Transferae Company in terms of the Scheme, the Transteree Company shall subject to the provisions ofthe Scheme and without any further application, act or deed, issue anc allo at par the Equty Shares of Rs 10. (Rupees Ten Only) each credited as fully paid-up inthe Capital of the Trarsteree Company tothe Equity Shareholders ofthe Transferor company winose names appear in the Register of Members ofthe Transferor Company on a date (Record Date) to be fixed by the Board of Directors of the Transleree Company or fo such of their respective heir, ‘executors, administrators or other lagalrepresertatives or othar successors in tile as may be recognized by the Board of Directors of the Transferee Company and approved by them to be placed on its ragister of names in the following proportion 1 Equity share of Ris. 10/- each, credited as fully paid-up inthe capital of GBL for every 1 Equity Share of the face value of Rs. 10/- (Rupees Ten only) gach held by the shareholders in MCIL. 8.2 Tho equity shares of GBL to bo issued and allottod to the equity shareholders of MCIL as mentioned heroin above shall rank pari paseu in all respects with the equity shares of GBL. 9.3 The Transferee Company wil endoavor that tho new Equity Shares of the Company issued In terms of tho scheme of arrangomant be listed andor admitted to trading on the relevant Stock exchangot, whather in India or abroad, whore the equity shares of tho Traneforee Company aro prosently listod and/or acmitod to trading. The Company shalt enter in such arrangement and issue such confirmation ‘and/or undertakings as may necessary i accordanco with the applicable laws or rogulations, for the. ‘above purpose. But on such formalities boing tufiled all such stock exchange shall ist and/or adit the sald new shares also for the purpose of trading. The Company would further endeavor that the 22GLOBAL Guz 10. ACCOUNTING TREATMENT 10.1 Upon the coming into effect of the scheme, GBL shall record all assets and liabilities vested in MCIL pursuant to the Scheme at their book values. 10.2 The excess, if any, of the value of the net assets over the agaregate face value of the new shares. Issued by GBL to the shareholders of aggregate face value of, pursuant to this Scheme, shall be credited to the Amalgamation Reserve account in the books of GBL. The said Reserve alter such adjustment will be considered as General Reserve 10.3 In case of any diferences in accountng policy between MCI. and GBL, the Impact of the same til the amalgamation wil be quantified and adjusted in the General Reserve of GBL to engure that the financial statements of GBL retlocts the financial position on the basis of consistent accounting policy. 10.4 To the extont that thera are intor-company loans, deposits or balances as betwoen MCIL on tho one side and GBL on the other. the obligations in respect thereol shall come to an end and there shall be ‘no labilty in that behalf and corresponding effoct shall be given in the books of account and records ‘of the GBL for the reduction of any assets or liabilities as the case may be. For the removal of doubl, it is clarified that in view of the above, there would be no accrual of interest or other charges in respect of any such inter-company loans, doposit or balances, with effec from the Appointed Date, 10.5 The Scheme isin compliance with the Principles and Accounting Standards as laid out in AS 14 of the standards prescribed by Institute of Chartered Accountants of India (ICA), 11. AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE TANASFEREE ‘COMPANY. 11.1 Capital Clause: Upon coming into effect of the Scheme, Pursuant to the Order of the High Court of Gujarat, the Authorised Share Capital of the Transteror Company of Ri. Fs. 45,00,00,000 (Rupees Forty Five Crore only)-, a mentioned in Clause 2.1 above, or such amount as may be on the ellective ato, shall be added to the Authorised Share Capital ofthe Transteree Company as on the effective ‘dato, without any further act or deed and without any further payment of the stamp duty othe registration {ees and Clause V of the Memorandum of Association of the Transferoe Company ie, GBL shall be replaced as under: “The Authorised Share Capital of GBL is Rs. 120,00,00,000 (Rupees One Hundred Twenty Crore ‘oniy) divided into $5, 00,00,000 (Ninety Five Crore) Equity shares of Fis. 1/- (Rupees Ten Only) each and 2,80,00,000 (Two Crore Fifty Lak} Preference Shares of Ris. 10 each.” 11.2 Objects Clause: Upon coming into effect of the Scheme, Pursuant to the Order of the High Court of Gujarat, and without ary further act or deed, the Memorandum of Association of the Transferet Company io, GBL shall stand allered and amended as follows: Altor the existing sub-clause 1 of Part A of Clause ill ofthe Memorandum of Association of GBL, the following sub-clauses shall bo added: “The Main Objects Clause of MCIL to be 1 To produce, manufacture, refine, manipulate, use ,buy impos or otherwise acquire use, sol, disinbuie, export, dealin and dispose off dyes and chemicals (synthetic or no synthetic ), coal-tar yes, dyes intermediates and dyes of all other iypes and description, pharmaceutical surface active agents, and all other kinds of chemicals. produced verbatim, with all the clauses as por its M/A 23GLOBAL GEE 2 To cany on the business a8 manufacturers, processors, importers, exporters, buyers, sells, dealers, consignors. consignee, agont, stockist, suppliors, of ail kind types and nature ot pigments, dyes, chemicals, auxiliaries, intermediates, Agro chemicals, including but without limiting the generality of foregoing heavy chemicals, fina chemicals. organic and inorganic chemicals and alled chemicals used in agriculture pesticides and paper made from any such substances. To cary on business as producers, importers, exporters buyers, seers, distritutors, stockists, agents and brokers of coal. coke, charcoal, petroleum cake, copper, iron ore, baxite, kyanite fie clay, china clay, sll, sodum chioride calcium phosphate, nickel, berylium, uranium, zinc ,ead, ‘asbestos, lin, alumina ,mercury, silicon, sulphur graptite, brass, aluminum silicate, bentonite, quartz, dextrin, magnesite, dolomite, fer0 alloys, corrumdum manganese, mica, siver, gold. platinum, diamond, sapphire, ruby, topaz. garnet, emerald, pear and other precious, semi precious or commercial miners and stones and to act as metal founders, manufacturers agents ‘and dealers of metals, shoots, wires, rods, squares pites, metal ols, pipes, tubes, circles, pats, Coils, utensils omamonts, decorative and art materials and jewellery made wholly or party trom ‘any one or mage of the metals and matenals mentioned herein, To carry on tho business of manufacturing ot and doolers in al kinds and classes of paper, board and pulp including writing paper, printing paper absorbent paper. antique paper. ivory finish paper, coated paper cartdge pape, cloned paver, azure laid and woven paper, creamiaid frass proof paper, gummed paper, hand made tracing pape, vellum paper, water proo! paper. ‘emery paper. carbon paper, sensilized paper, chemicaly treated pape, mus paper, photographic paver, glass paper, paste board, card board, straw board, pup board, lather boar, mil board, ‘orugated board, duplex and triplex board, hard board, plywood board, post cards, visting ard, oda pup, mechanical pup, suiphite pulp. semi chemical pulp To invest in, underwrite, purchase, sel, hold or otherwise acquire and dispose of and ‘dealin ‘shares, stacks, debentures, debenture stock, bonds, units, secunles issued or guaranteed by any authorities whether incorporated or established in India To purchase, take on lease or in exchange. hire oF otherwise acquire any immovable or movable ‘property and rights or pivleges convenient for the purpose ofits business in particular any land, bullding basements, machinery, plant and stock trade and either which the company may think necessary orto retain any property so acquired forthe purpose of Company's business or to turn the same to account as may seem expedient. To develop and turn to account any land acquired by the Company or in which the Company is Interested and in paticuar by surveying, laying out and preparing the same for pulling purposes, dosigning , constreting, reconstruction, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving building, farming , cultivating, leing on building lease or bullding ‘agreoment and by advancing money to and entering into contracts and arrangements of all ‘kinds wit builders, tenants, others and to construct, carry out, maintain, improve, manage, work control and supervise any roads, underground tunnels and railway lines and sidings, mils, ‘rushing works, hydraulic works, electric works, factories, warehouses, shops, level shafts, ‘coaling stations, docks, cocks, or even plants, dwelling houses, office buildings and conveniences ‘and to contribute, to subsidies or otherwise aid or lake part in any such operations To carry on the business of manufacturer’ representatives, agonts, traders, dealers, exporters, ‘importers, factors, and commodities whether consignors and consignees of all kinds, typos and sizes of cloth articles goods, merchandise far domestic, commercial, industrial, agriculture and ‘defence purposelise in Inaia or elsewhere. To carry on the business of spinners, weavers, manufacturers, ginners, processors, packers, and bales of cotton, jut, hemp, silk, ayon,ryion, stration, man-made synthetics, bors, staple ‘bers, wool and any other fibrous materials and the cuitvation theraot and the business of ‘manufacturing, weaving, bleaching, printing and selling yarn/cloth ofall types, finen and other goods and fabrics of ail types, whether knitted or looped and of importing, exporting, buying, Selling and/ or otherwise dealing in cotton silk, an sik, rayon, nyon, strechion, man-made 24ona, Guz 10 " 113 14 12, “synthetics, fibers, staple fibers, wool, hamp and other fibrous materials, yar, cloth, linen, rayon ‘mado thera fram and other goods andior merchandise made there from and generally to carry ‘on business of spinners, Weavers, processors, dyers, sizers, manulacturers andior dealers in ‘cotton, linen, flax, herp, jute, silk, articial sik, rayon, man-made, sizers, importers, exporters, ‘manufacturers, purchasers, sellers, of/or otherwise dealers in all above items. synthetic fibers, staple fibers, wool, yarn and cloth merchants, cleaners, combers, spinners, weavers, bleachers, ‘dysrs, printers. To cary on the business as advisors andlor consultants on matter and problems relating to the industies, administration, management, organization, accountancy, costing, financial, marketing, computer software and hardware, import export, commercial or economic actives, labour ‘statistical, organization, methods, quality control and data processing, technical know-how ‘operation manufacture, production, storage, distribution ,sale and purchase of goods, properties, Of and in relation to any business trade, commerce, industry, mine, agriculture, housing or real €estate and upon the means, methods and procedures for the establishment, construction, ‘developmen, Improvament and expansion of business trade, commerce, industry, agriculture, ‘uilaings, real estate plants or machinaries and all systems, methods, techniques, processes, Principles in relation (0 the foregoing and to carry on business of rendering services on any onk (or more ofthe aforesaid matters. To carry on the business as manufacturers, producers or growers of dealers in, exporters, importers, stockiest, agents, distributors of ce, ice-candy, ice cream and other ice- products, carbonated aerated or mineral waters, fruit juice, and other non-alcoholic or synthetic drinks, dairy and other farm agricultural or food products and to provide for cold storage and preservation of such products, medicines and own establish purchase, take on lease rent oF hire , build, construct, develop or otherwise acquire and arrange land, building, cold storage space or ‘warehouses, godowns, containers, shops, showrooms, workshops, vehicles, plants, machineries equipments, apparatus, appliances, stores or services required inn connection with of in relation With oF in relation 10 cold storage or and of the business or objects mentioned herein, Change of Namo: MCIL having established its image inthe market and it having ereatod its own brand value intends to continue using is intial brand "Metrochem”. Upon coming into effact of tha schome, without turher act or deed, tho namo ol tho Transtoree Company shall be changed to*Matro Global Limited, o- such othor namo as may be available on effective date, without any further compliance under ihe Companies Act, 1956 in the matter, save and except GBL would filo necessary apalication for availability of to same name and for obtaining the change of name Certiicate with tne ofice of Registrar of Companies, Undor the accoptod principle of Single Window Clearance, it is hereby provided that the above roferrad changos, viz. Chango in the Capital Clause, Objects Clause and Name Clause in the ‘Memorandum and Articies of Association of tho company shall become operative on tho schome being affective by virtuo of tho fact that the Shareholders of the Transteree Company, whi ‘approving the scheme as a whole, have algo resolved and accorded the relevant consents as required respectively under Sections 17, 21, 31, 94, 97 and 81(1A) of the Companies Act, 1958 Cor any other provisions of the Act and shail not be required to pass separate resolutions as reQuired under the Act. The order of the Hon'ble courts sanctioning the scheme along withthe roquisito forms fled with the Registrar of Companies shall be sulicient compliance and the Transtoree Company shall not be required to make any other compliances, save and excopt GEL would fle the amended Memorandum along with the Articles of Association with the ofica of Registrar at Companies. DISSOLUTION OF MCIL. Upon the scheme becoming effective, MCIL shall bo dissolved without any further act or ddoed or without being wound up. 25GLOBAL SOMOS UTED 13, 4 142 16. 18. 152 183 184 16. 17 PARTV APPLICATIONS TO HIGH COURTS ‘The Transferor Company and the Transferee Company shall with all reasonabio cligance make applcations under Sections 391 10894 read with Soc. 100 and other aprlicable provisions ofthe ‘Act to the High Court of their respective Judicature for seeking approval of the Scheme ang direction for dissolution of MCIL. without winging-up. MODIFICATIONS/AMENDMENTS TO THE SCHEME ‘The Companies by their respective Board of Directors may make and/or consent to any ‘modifications or amendments to the Scheme of to any conditions and/or limitations that the Court and/or any other authorities may deem fit to direct or impose or which may otherwise ‘be considered necessary, desirable oF appropriate by them (.e. the Boerd of Directors) for settling any question or doubt or difficulty that may arise for implementing andlor carrying ‘ut the Scheme and do al acts, deeds and things as may be necessary, desirable or expedient {or putting the Scheme into effect. ‘The Companies by thelr respective Board of Directors shall be authorised to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or {questions whether by reason of any directive or orders of any other authorities or otherwise owsoever arising out of or under or by virtue of the Scheme andlor any matter or concern ‘connected there with. SCHEME CONDITIONAL ON APPROVALS/SANCTIONS ‘Tha Schome is conditional on and subject 1: Approval of the Schema by the requisite majorty of the members and creditors of MCIL and/or GBL as may bo oirected by the High Cour of respective Juclcaturo, the requisite resolution(s) under the applicable provisions of the act being passed by the shareholders of the companies for any of tho mattors provided by or relating to the scheme, Inolucing approvat to the Issue and allotment of snares in gb to the shareholders of mcil as may be necessary andlor desirable and to tho extend required. ‘Sanctions and receipt of orders under the provisions of Section 391 read with Section 394 and Soction 100 of the Act being obtained by MCIL and GBL from the respective High Courts). ‘Al other sanctions and approvals of the concerned authorties as may bo required by law or Considered necassary oF appropriate by the respective Board of Direciors of tha Companies In respect of this Sehomo being obtained EFFECT OF NON-RECEIPT OF APPROVALS'SANCTIONS In case the Scheme is not sanctioned by any of tho High Courts the Scheme shall become null, and void, EFFECTIVE DATE OF THE SCHEME ‘This Scheme, although operative from the Appointed Date, shell take effect finally up on and {rom the date on which any of the aforesaid sanctions or approvals or orders shall be last oblainad and copy af the order being filed withthe office of Registrar of Companies, Maharashtra as well as Registrar of Companies, Gujarat, which shall be the Eifective Date for the purposes: hereot. 26ORAL Gus IN THE MATTER OF COMPANIES ACT, 1956 ‘AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN GLOBAL BOARDS LIMITED AND METROCHEM INDUSTRIES LIMITEDAND THEIR RESPECTIVE ‘SHARE HOLDERS Global Boards Limited, 2 pubic limited compary incorporated tnder the Companies Act, 1956 and having its regd. fice at K-5, Additional MIDC Industrial Area, Mahad, Distt: Raigac, Manarashira-402002 represented by secs APPLICANT FORM OF PROXY Ue, the undersigned. as equty shareholder, of Global Boards Limited, the Appicant Company, do hereby appoint MrlMre/Ms ‘and {ailing him/her Mc/MrsiMs ‘as mylour prox, fo acl for melus at the Meeting of Equity Shareholders (f Global Boards Limited, the Applicant, to be held at K-5, Additional MIDC Industrial Area, Mahad District ReigadMaharashtra-402202 on the 26" day of November, 2010 at 11.90 AM forthe purpose of considering and, if thought fit, approving with or without modification(s), the arrangement embodied in the SCHEME OF ARRANGEMENT in the nature of Amalgemation of Metrochem Industries Limited with Global Boards Limited end Restructure of Share Capital of Global Boards Limited, anc any adjournment thereof, to vote, for mefus and in mylour name (s) __ (here, 'if for, insert for. ‘if agains, insert ‘against’ and in the latler case, strikeout the words below after SCHEME OF ARRANGEMENT) the said arrangement embodied in the Scheme of Arrangement either with or without modification (s) as mylour proxy may aporove. Dated this the day of 2010, Name Address Signature No, of Shares held Folio No. Cliont 1 oo Notes: roxy Forms to be deposited at the Registered Office of the Applicant not later than 48 hours before the date of the meeting Al alterations made in the Form of Proxy should be iitisled Proxy need not be @ Member 27WOTGLOBAL GES GLOBAL BOARDS LIMITED Registered Office: K-5, Additional MIOG industrial Area, Mahad, Dist: Raigad, Maharashtra-423202 ATTENDANCE SLIP PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING HALL : Name of the Equity Shareholder! proxy holder: We hereby cortity that We amare registered equity shareholder/proxy for the Registored equity shareholder ‘of the Company, IMe hereby recatd mylour presence atthe Court Convened Meeting ofthe Members of the Company at K-5, Additional MIDC Industrial Area.Mahad, Dist: Reigad.Meharashtre-423202 Dated this day of + 2040 Address No. of Shares held Folio No. DP ID * Client 1D * Signature Applicable (or investors haling shares in electronic form, They shall bring with them the latest statement ‘of holding issued by Depository Participant. 29‘UNDER CERTIFICATE OF POSTING If undelivered please return to : GLOBAL BOARDS LIMITED Registered Office: K-5, Additional MIDC Industrial Area, Mahad, Dist: Raigad, Maharashtra.423202 Besssishs Sea sas