In demerger schemes, meetings of classes with unanimous consents or unaffected rights dispensable; equity shareholders' meeting via virtual mode with e-voting mandated where large number exists.

ORDER

Per: Bidisha Banerjee, Member (Judicial)

1. The instant application has been filed in the first stage of the proceedings under Section 230(1) read with Section 232(1) of the Companies Act, 2013 (“Act”) for orders and directions with regard to meetings of shareholders and creditors in connection with the Scheme of Arrangement between Kesoram Industries Limited, being the Demerged Company abovenamed ("Demerged Company") and UltraTech Cement Limited, being the Resulting Company abovenamed ("Resulting Company") and their respective shareholders, whereby and whereunder the Cement Business division (Demerged Undertaking) of the Demerged Company is proposed to be transferred to and vested in the Resulting Company from 1^st April, 2024 (“Appointed Date”) on the terms and conditions fully stated in the said Scheme of Arrangement (“Scheme”). The Scheme is annexed as Annexure “A” at pages 21 to 109 of the application.

2. Leave is sought on behalf of the Applicants to rely upon a supplementary affidavit affirmed on their behalf on 30th July, 2024, a scanned copy whereof has been already uploaded by them on the NCLT e-filing portal and the original thereof has also been submitted to the department. Leave, as sought, is granted to the Applicants to rely upon such supplementary affidavit.

3. Ld. Counsel appearing for the Applicant submits as follows:-

(a) The registered office of the Applicant is situated within the jurisdiction of this Hon’ble Bench. The registered office of the Resulting Company is situated at Mumbai within the jurisdiction of the Hon’ble National Law Company Tribunal, Mumbai Bench wherein the Resulting Company has filed similar proceedings under Sections 230 and 232 of the Act in relation to the Scheme.

(b) The Board of Directors of the Demerged Company and the Resulting Company at their respective meetings held on 30th November, 2023 by resolutions passed unanimously, approved the said Scheme of Arrangement. The Board Resolutions of the Demerged Company and Resulting Company are annexed as Annexure “F” at pages 264 to 272 of the application.

(c) The respective Statutory Auditors of the Demerged Company and the Resulting Company have confirmed that the accounting treatment in the said Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. The Certificates on such accounting treatment issued by the respective Statutory Auditors of the Demerged Company and the Resulting Company are annexed as Annexure “G” at pages 273 to 284 of the application.

(d) The Demerged Company is a listed Company. The Equity Shares of the Demerged Company are listed on BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and The Calcutta Stock Exchange Limited (“CSE”) (hereinafter collectively referred to as the “Stock Exchanges”). The Global Depository Receipts of the Demerged Company are listed on the Societe de la Bourse de Luxembourg, Societe Anonyme. The Demerged Company had filed the Scheme with the Stock Exchanges pursuant to SEBI circular no. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 (“SEBI Scheme Circular”). BSE and NSE by their Observation Letters dated 13th May, 2024 and CSE by its Observation Letter dated 15th May, 2024 have given their no-objection to the Scheme. The said Observation Letters are annexed as Annexure “J” at pages 317 to 327 of the application.

(e) The Resulting Company had also sought approval of the Competition Commission of India to the acquisition of the Cement Business of the Demerged Company under the provisions of the Competition Act, 2002. By its order dated 19th March, 2024, the Comp