Saurashtra Cement Limited Corporate Office

N K Mehtii lntematiOnal House, 2nd Floor, 178 Backbay Reclamation, Mumbai 400 020 T +91 22 6636 5444 F +91 22 6636 5445 E [email protected] CIN: L26941GJ1956Pl.C000840

Ref: B/SCL/SE/SS/2020-21 December 23, 2020

Corporate Relationship Manager, Bombay Stock Exchange Limited, 1 st Floor, New Trading Ring, Rotunda Bldg, P.J. Tower, Dalal Street, Mumbai 400001

Stock Code No: 502175

Dear Sir, Madam,

Sub: Notice of the meeting of the Equity shareholders of Saurashtra Cement Limited convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Ahmedabad Bench

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice dated December 22, 2020 for convening the meeting of Equity Shareholders of Saurashtra Cement Limited to be held at the Registered Office of the Company on Friday, 5th February 2021 at 11.30 a.m. as directed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench for the purpose of considering, and if thought fit, approving with or without modification(s), the proposed scheme of Arrangement of Parsec Enterprises Private Limited ('Transferor Company') with Saurashtra Cement Limited ('Transferee Company') and their respective Shareholders and Creditors ('Scheme').

Further, in accordance with Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed Friday, 18th December 2020 as the "record date/cut-off date". Equity Shareholders of the Transferee Company whose names are appearing in the records of the Transferee Company as on the date mentioned above shall be eligible to cast their votes by using Postal Ballot or remote e-voting facility or through Poll at the venue of the meeting.

This is for your information and record.

Thanking you,

Yours faithfully, For Saurashtra Cement Limited

Sonali Sanas Sr. Vice President (Legal) & Company Secretary

Regd. Office & Wotks Near Railway Station, Aanavav 360 560 Gujarat, India

Encl: as above

Form No. CAA3

[Pursuant to section 230(5) and Rule 8] In the Matter of Scheme of Amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited

NOTICE TO CENTRAL GOVERNMENT, REGULATORY AUTHORITIES

Corporate Relationship Manager, Bombay Stock Exchange Limited, 1st Floor, New Trading Ring, Rotunda Bldg, P.J. Tower, Dalal Street, Mumbai 400001

Stock Code No: 502175

Notice is hereby given in pursuance of sub-section (5) of section 230 of the Companies Act, 2013, that as directed by the National Company Law Tribunal, Ahmedabad Bench by an order dated 8th December 2020 passed in CA (CAA) No. 76 of 2020 under Section 230(1) of the Companies Act, 2013 and Rule 8 of Companies (CAA) Rules, 2016, the meeting of Equity Shareholders of Saurashtra Cement Limited shall be held on Friday, 5 th February 2021 at 11.30 a.m. to consider the Scheme of Amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited at the Registered Office of the Company, Near Railway Station, Ranavav-360 560, Dist: Porbandar, Gujarat.

A copy of the Order dated 8th December 2020 passed by Hon'ble NCLT, Ahmedabad Bench, Notice to the Equity Shareholders and the Scheme of Amalgamation are enclosed.

You are hereby informed that representations, if any, in connection with the proposed Scheme of Amalgamation may be made to the Tribunal within thirty days from the date of receipt of this notice. Copy of the representation may simultaneously be sent to the concerned company.

In case no representation is received within the stated period of thirty days, it shall be presumed that you have no representation to make on the proposed Scheme of Amalgamation.

Saurashtra Cement Limited Authorized Signatory

Dated this 23rd day of December, 2020. Place: Mumbai.

Enclosures:

i) Copy of the Notice along with Scheme of Amalgamation and Explanatory Statement as required under section 230(5) read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
ii) Copy of Order dated 8th December 2020 passed by the Hon'ble NCLT, Ahmedabad Bench.

SAURASHTRA CEMENT LIMITED

(CIN : L26941GJ1956PLC000840)

Registered Office: Near Railway Station, Ranavav 360 560 (Gujarat) Phone:02801-235001, 02801-304200, Fax: 02801-304376 E-Mail: [email protected] Website: www.saurashtracementlimited.com

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF SAURASHTRA CEMENT LIMITED CONVENED AS PER THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH.

	MEETING OF THE EQUITY SHAREHOLDERS OF SAURASHTRA CEMENT LIMITED
Day	Friday
Date	5th February 2021
Time	11.30 a.m.
Venue	Registered Office : Near Railway Station, Ranavav-360560, Dist: Porbandar, Gujarat.

POSTAL BALLOT AND E-VOTING
Commencing on	Tuesday, 5th January 2021 at 09.00 a.m.
Ending on	Thursday, 4th February 2021 at 05.00 p.m.

INDEX

Sr.	Contents	Page
No.		No.
1.	Notice convening Meeting of the Equity Shareholders of Saurashtra Cement Limited as per the directions of the Hon'ble National Company Law Tribunal, Ahmedabad Bench.	3
2.	Explanatory Statement under Section 230(3) read with Section 102 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	8
3.	Scheme of Amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited and their respective Shareholders under Sections 230-232 and other applicable provisions of the Companies Act, 2013 as Annexure A.	23
4.	Valuation report issued by M/s. SSPA & Co., Chartered Accountants as Annexure B.	51
5.	Fairness Opinion issued by M/s. Fortress Capital Management Services Pvt. Ltd as Annexure C.	58
6.	Complaint Report submitted by Saurashtra Cement Limited to BSE Limited as Annexure D.	65
7.	Copy of Observation letter dated 18th September, 2020 from BSE Limited to Saurashtra Cement Limited as Annexure E.	66
8.	Report adopted by the Board of Directors of Saurashtra Cement Limited in its Meeting held on 18th May 2020 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 as Annexure F.	68
9.	Abridged Prospectus as provided in Part D of Schedule VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 including applicable information pertaining to Parsec Enterprises Private Limited as Annexure G.	72
10.	Proxy Form.	83
11.	Attendance Slip.	85
12.	Route Map.	87
13.	Postal Ballot Form with instructions and Business Reply Envelope.	Loose leaf insertion

Form CAA2

[Pursuant to Section 230(3) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

Before the National Company Law Tribunal, Ahmedabad Bench

COMPANY SCHEME APPLICATION NO. CA(CAA) NO.76 OF 2020

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013;

And

In the matter of Scheme of Amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited and their respective shareholders

SAURASHTRA CEMENT LIMITED .............APPLICANT COMPANY

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY

NOTICE is hereby given that by an Order dated 8th December 2020, in the above mentioned Company Scheme Application (the 'Order'), the Hon'ble National Company Law Tribunal, Ahmedabad Bench ('NCLT' or 'Tribunal') has directed interalia that a Meeting of the Equity Shareholders of the Company be convened and held at the Registered Office, Near Railway Station, Ranavav-360560, Dist:Porbandar, Gujarat on Friday, 5th February 2021 at 11:30 a.m. to consider, and if thought fit, to approve the proposed the Scheme of Amalgamation of Parsec Enterprises Private Limited ('Parsec' or 'the Transferor Company') with Saurashtra Cement Limited ('SCL' or 'the Transferee Company') and their respective Shareholders ('the Scheme'). The Scheme, if approved by the equity shareholders, will be subject to the subsequent approval of the Hon'ble Tribunal.

TAKE FURTHER NOTICE that a copy of the Scheme, Notice and the Explanatory Statement, Form of Proxy, Attendance Slip, Postal Ballot paper and other annexures as stated in the Index are enclosed herewith. A copy of the Scheme, the said Explanatory Statement, Form of Proxy and Postal Ballot paper can be obtained free of charge at the registered office of the Company. Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the Company not later than 48 hours before the meeting.

The Hon'ble Tribunal has appointed Mr. Ravi Kapoor, Practising Company Secretary or failing him Mr. Trupal Kumar Patel, Practicing Chartered Accountant or failing him Mr. Niren Morlidhar Nagri, Chartered Accountant to be the Chairman / Chairperson of the meeting.

The voting rights of the shareholders shall be in proportion to their shareholding in the Company as on the close of business hours of Friday, 18th December 2020 ("Record Date/Cut-off Date"). In accordance with the applicable regulatory provisions, in addition to casting of votes at the meeting, the Company has provided equity shareholders with the facility of casting their votes either by way of postal ballot or by way of remote e-voting using a facility offered by the National Securities Depository Limited ("NSDL"). The shareholders may refer to the "Notes" to this Notice for further details on postal ballot and remote e-voting.

Members are requested to consider, and if thought fit, to pass with requisite majority, the following resolution:

"RESOLVED THAT pursuant to the provisions of Section 230 read with section 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013, the rules, circulars, and notifications made there-under (including any statutory modification or reenactment thereof) as may be applicable, the Securities Exchange Board of India Circular No CFD/DIL3/CIR/2017/21 dated 10th March 2017 and the observation letter issued by BSE Limited dated 18th September 2020 and subject to provisions of the Memorandum and Articles of Association of the Company and subject to approval of the Hon'ble National Company Law Tribunal, Ahmedabad Bench ('NCLT') and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon'ble NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the 'Board', which term shall deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited and their respective Shareholders and/ or Creditors ('Scheme') be and is hereby approved."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the amalgamation embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper."

Sd/-

Trupal Kumar Patel Chairman appointed for the Meeting

Dated this 22nd day of December, 2020

Registered Office:

Near Railway Station, Ranavav 360 560 (Gujarat) Phone:02801-235001, 02801-304200, Fax: 02801-304376 E-Mail: [email protected] Website: www.saurashtracementlimited.com (CIN : L26941GJ1956PLC000840)

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF ON A POLL AND THAT A PROXY NEED NOT BE A MEMBER. PROXY IN ORDER TO BE EFFECTIVE, THE PROXY FORM MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE MEETING.
1. As per Section 105 of the Companies Act, 2013 and rules made there-under, a person can act as proxy on behalf of Members not exceeding 50 (fifty) in number and holding in the aggregate not more than 10% (ten percent) of the total share capital of the Company carrying voting rights. Further, a member holding more than 10% (ten percent) of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.
1. An explanatory statement pursuant to Section 230(3) read with Section 102 and other applicable provisions of the Companies Act, 2013 in respect of Special Business specified above is annexed hereto.
1. Only bonafide members of the Company whose names appear on the Register of members/Proxy holders (as on the record date/cut-off date i.e. 18th December, 2020), in possession of valid attendance slips duly filled and signed will be permitted to attend the meeting. The Company reserves the right to take all steps necessary to restrict non-members from attending the meeting.
1. (a) Members are requested to notify immediately any change of address:
i. To their Depository Participants (DPs) in respect of their electronic share accounts; and
ii. To the Registrar and Transfer Agents, M/s. Link Intime India Pvt. Ltd., C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai- 400083 in respect of their physical share folios, if any.
(b) In case the mailing address mentioned on this Notice is without the pin code, members are requested to kindly inform the Registrars & Share Transfer Agents their PIN CODE immediately.
1. Non-resident Indian Members are requested to inform the Registrars immediately of the change in their residential status, if any.
1. Electronic copy of the Notice is being sent to all the members whose email IDs are registered with the Company/ Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice are being sent in the permitted mode. Members are requested to Register their e-mail ID with respective Depository Participant (s) and/ or Registrars & Transfer Agents to support Green Initiative of Government of India.
1. Members may also note that the Notice will also be available on the Company's website http://scl.mehtagroup.com/ investors/scheme-of-amalgamation for their download. The physical copies of the aforesaid documents will also be available free of cost at the Company's Registered Office. For any communication, the Members may send requests to the Company's investor email id: [email protected].

9. Shares of the Company are compulsorily required to be traded in demat form. If you have not dematerialized your shares, you are requested to get the shares dematerialized at the earliest in your own interest.

10. Voting by Members:

A. In compliance with the provisions of Section 230 of the Companies Act, 2013, Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, other applicable provisions of Companies Act, 2013 and Securities and Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended from time to time ("SEBI Circular"), the Company is pleased to provide the members the facility to cast their votes on resolution proposed to be considered at the meeting either by (i) Postal Ballot, (ii) remote e-voting (by using the electronic voting system provided by NSDL) and (iii) by poll (ballot paper) at the meeting venue.

B. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the record date/cut-off date which is 18th of December 2020; shall be entitled to vote in respect of the shares held.
C. Member(s) can opt only for one mode of voting out of the aforementioned modes viz. remote e-voting, postal ballot or voting through poll at the meeting. If a member has opted for remote e-voting, then he/she should not vote by postal ballot and vice-versa. However, in case members cast their vote both through postal ballot and remote e-voting, then voting through remote e-voting shall prevail and voting done by postal ballot shall be treated as invalid. It is clarified that casting of vote by postal ballot or remote e-voting does not disentitle the member(s) from attending the meeting, however he/she shall not be allowed to vote again at the meeting.
D. As directed by Hon'ble Tribunal, Mr. Sachin Ahuja (Membership No.109019) of M/s. Sachin Ahuja & Associates, Chartered Accountants and failing him Mrs. Ragini Chokshi (Membership No.2390) of M/s. Ragini Chokshi & Co., Practising Company Secretaries, shall act as Scrutinizer to scrutinize the votes cast either through remote e-voting or postal ballot and voting process through poll at the venue, in a fair and transparent manner.
E. The voting period begins on Tuesday, 5th January 2021 at 9.00 a.m. and ends on Thursday, 4th February 2021 at 5.00 p.m. During this period, Members' of the Company, holding shares either in physical form or in dematerialized form, as on the record date/cut-off date, may cast their vote electronically and through Postal Ballot. The e-voting module shall be disabled by NSDL for voting thereafter.
F. The Notice convening the meeting will be published through an advertisement in the 'The Business Standard" in English language having circulation in Ahmedabad and Mumbai and "Jai Hind" in the Gujarati language having circulation in Rajkot.

G. Instructions for Remote e-voting:

Members as on the record date/cut-off date are being provided with the login ID and password in this communication for availing the remote e-voting facility. However, if you are already registered with NSDL for remote e-voting, then you should use your existing user ID and password for casting your vote. If you have forgotten your password, you can reset your password by using 'Forgot User Details/Password?' or 'Physical User Reset Password?' option available on www.evoting.nsdl.com or contact NSDL at the following Toll Free No. 1800-222-990.

The way to vote electronically on NSDL e-voting system consists of "Two Steps" which are mentioned below:

Step 1 : Log-in to NSDL e-voting system

i. Visit the e-voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
ii. Once the home page of e-voting system is launched, click on the icon "Login" which is available under "Shareholders" section.
iii. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log-in at https://eservices.nsdl. com/ with your existing IDeAS login. Once you log in to NSDL eservices after using your login credentials, click on e-voting and you can proceed to step 2 i.e. Cast your vote electronically.

iv. Your User ID details will be as per details given below :
a) For members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******).
b) For members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if your Beneficiary ID is 12************** then your user ID is 12**************).
c) For members holding shares in Physical Form: EVEN Number followed by Folio Number registered with the Company (For example, if folio number is 001*** and EVEN is 101456 then user ID is 101456001***.
v. Your password details are given below:
a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL "e-voting system" for the first time, you will need to retrieve the "initial password" which was communicated to you. Once you retrieve your "initial password", you need to enter the "initial password" and the system will force you to change your password.
c) How to retrieve your "initial password"?
(i) If your email ID is registered in your demat account or with the Company, your "initial password" is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your "User ID" and your "initial password".
(ii) If your email ID is not registered, your "initial password" is communicated to you on your postal address.
vi. If you are unable to retrieve or have not received the "initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" option available on www.evoting.nsdl.com (If you are holding shares in your demat account with NSDL or CDSL).
b) Click on "Physical User Reset Password?" option available on www.evoting.nsdl.com (If you are holding shares in physical mode).
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
vii. After entering your password, tick on "I hereby agree to all Terms and Conditions".
viii. Click on "Login" button.
ix. After you click on the "Login" button, Home page of e-voting will open.

Step 2 : Cast your vote electronically on NSDL e-voting system

i. After successful login at Step 1, you will be able to see the Home page of e-voting. Click on e-voting.
ii. Click on Active Voting Cycles. You will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
iii. Select "EVEN" of the Company for casting your vote.
iv. Now you are ready for e-voting as the Voting page opens.
v. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
vi. Upon confirmation, the message "Vote cast successfully" will be displayed.
vii. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
viii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

H. General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Company at [email protected] with a copy marked to [email protected].
1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/ Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected]

Any further queries can be addressed to Mr. Sharad Patkar (Senior Executive), Link Intime India Pvt. Ltd., C- 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai- 400083, E-mail ID: [email protected].

I. Instructions for Postal Ballot:

1. Members desirous of availing the postal ballot facility are requested to carefully read the instructions printed on the enclosed postal ballot form and return the form duly completed with assent (FOR) or dissent (AGAINST), in the enclosed pre-paid Business Reply Envelope, so as to reach at M/s. Link Intime India Private Limited (Unit: Saurashtra Cement Limited), C-101, 247 Park, L. B.S. Marg, Vikhroli (West), Mumbai 400 083 on or before Thursday February 4, 2021 at 5:00 p.m. IST.
1. Members who have received the notice by email and who wish to vote through postal ballot, can download the postal ballot form from the Company's website viz. http://scl.mehtagroup.com/investors/scheme-ofamalgamation. In case a member is desirous of obtaining a printed duplicate postal ballot form, he or she may send an email to the Company's Registrar and Share Transfer Agent ("RTA") at rnt.helpdesk@ linkintime.co.in or [email protected]. The RTA shall forward the same along with postage prepaid self-addressed Business Reply Envelope to the member.
1. No other form of the postal ballot form is permitted.
1. In case of equity shares held by companies, trusts, societies, etc. the duly completed postal ballot form should be accompanied by a certified true copy of the Board Resolution/Authority Letter.

11. Declaration of Results on the Resolution:

i. The Scrutinizer shall, immediately after and not later than 48 (forty eight) hours from conclusion of the meeting, make a consolidated Scrutinizer's report of the total votes cast in favour and against the resolution and invalid votes, if any, to the Chairman of the meeting or a person authorized by him in writing who shall countersign the same.
ii. The result of the voting shall be announced by the Chairman of the meeting or a person authorized by him in writing on or before 7th February 2021 upon receipt of the Scrutinizer's Report. The results announced, along with the Scrutinizer's Report, shall be placed on the Company's website viz. http://scl.mehtagroup.com/investors/ scheme-of-amalgamation and on the website of NSDL viz. www.evoting.nsdl.com immediately after declaration. The results shall also be immediately forwarded to the stock exchange where the Company's equity shares are listed i.e. BSE Limited at www.bseindia.com and shall also be displayed on the Notice Board at the Registered office of the Company.
iii. Subject to the receipt of requisite number of votes, the resolution shall be deemed to be passed on the date of the meeting i.e. on 5th February 2021.

Sd/- Trupal Kumar Patel Chairman appointed for the Meeting

Dated this 22nd day of December, 2020

Registered Office:

Near Railway Station, Ranavav 360 560 (Gujarat) Phone:02801-235001, 02801-304200, Fax: 02801-304376 E-Mail: [email protected] Website: www.saurashtracementlimited.com (CIN : L26941GJ1956PLC000840)

Before the National Company Law Tribunal, Ahmedabad Bench

COMPANY SCHEME APPLICATION NO. CA(CAA) NO.76 OF 2020

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013;

And

In the matter of Scheme of Amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited and their respective shareholders

SAURASHTRA CEMENT LIMITED ..............THE APPLICANT COMPANY

EXPLANATORY STATEMENT UNDER SECTION 230(3) OF THE COMPANIES ACT, 2013 READ WITH SECTION 102 OF THE COMPANIES ACT, 2013 FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF SAURASHTRA CEMENT LIMITED CONVENED AS PER THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

I. This is a statement accompanying the Notice convening the meeting of the equity shareholders of the Company, pursuant to the Order dated 8th December 2020 passed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("Hon'ble Tribunal" or "NCLT") in the Company Scheme Application No. CA(CAA) No.76 of 2020, referred to hereinabove, to be held at the Registered Office of the Company, Near Railway Station, Ranavav 360 560, Dist: Porbandar, Gujarat on Friday, 5th February 2021 at 11.30 a.m. IST for the purpose of considering, and if thought fit, approving the arrangement embodied in the Scheme of Amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited and their respective shareholders. ("Scheme").
II. A copy of the Scheme is enclosed herewith as Annexure A. The proposed Scheme is envisaged to be effective from the Appointed Date. The Appointed Date is as defined in the Scheme. The Scheme shall be operative from the Effective Date.
III. Pursuant to the Order dated 8th December 2020 passed by the Hon'ble Tribunal in Company Scheme Application No. CA(CAA) No.76 of 2020, a meeting of the equity shareholders of the Company is being called, convened and conducted for the purpose of considering, and if thought fit, approving the Scheme.
IV. The Scheme provides to amalgamate the Transferor Company into the Transferee Company, as a result of which the shareholders of the Transferor Company viz. the promoter group of the Transferor Company (who are also part of the promoter group of the Transferee Company) shall directly hold shares in the Transferee Company. Accordingly, the shares held by the Transferor Company in the Transferee Company will be cancelled and an equivalent number of shares (New Equity Shares) will be allotted to the existing shareholders of the Transferor Company.
V. The draft Scheme was placed before the Audit Committee and Board of Directors of the Transferee Company at their respective meetings held on 18th May 2020. In accordance with the provisions of SEBI Circular No. CFD/DIL3/ CIR/2017/21 dated March 10, 2017, the Audit Committee of the Transferee Company vide a resolution passed on 18th May 2020 recommended the Scheme to the Board of the Directors inter-alia taking into account (i) Valuation Report issued by M/s. SSPA & Co, Chartered Accountants (Registered Valuers), (ii) Fairness Opinion issued by M/s. Fortress Capital Management Services Private Limited, a Category I Merchant Banker and (iii) Certificate issued by M/s. Manubhai & Shah LLP, Chartered Accountants, Statutory Auditors of the Transferee Company in relation to the accounting treatment prescribed in the Scheme.
VI. Based upon the recommendation of the Audit Committee, the Board of Directors of the Transferee Company approved the Scheme subject to the approval of the shareholders, NCLT and such other governmental/statutory authorities as advised by NCLT.

VII. BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME IS AS UNDER:

Saurashtra Cement Limited ('the Transferee Company' or 'SCL' or 'the Company)

a) The Transferee Company was incorporated on 11th June 1956 as Saurashtra Cement & Chemical Industries Limited in the State of Gujarat as a public limited company. The Transferee Company is in the business of manufacturing and selling of clinker and cement. The name of Saurashtra Cement & Chemical Industries Limited was changed to Saurashtra Cement Limited on 3rd June, 1994. The Corporate Identification Number of the Transferee Company is L26941GJ1956PLC000840. The Permanent Account Number of the Transferee Company is AAHFS5211J.
b) The Registered Office of the Transferee Company is situated at Near Railway Station, Ranavav 360 560, Dist: Porbandar, Gujarat.

c) The details of the Authorised, Issued, Subscribed and Paid-up share capital of the Transferee Company as on 31st March 2020 are as under:

Particulars	Amount in Rs.
Authorised Capital
22,90,00,000 Equity shares of Rs. 10/- each	229,00,00,000.00
Total	229,00,00,000.00
Issued Capital
6,95,33,718 Equity shares of Rs. 10/- each	69,53,37,180.00
Subscribed and Paid-up Capital
6,95,18,449 Equity shares of Rs. 10/- Each	69,51,84,490.00
15,269 Forfeited Equity shares of Rs.2/- paid up	30538.00
Total	69,52,15,028.00

Subsequent to 31st March, 2020, there has been an allotment of 49,535 Equity Shares through exercise of Employee Stock Option Plan ('ESOP'). The shares of the Transferee Company are currently listed on the BSE Limited.

d) The Transferee Company has an ESOP scheme in place. The exercise of grants pursuant to ESOP, before the Effective date, would result in an increase in the issued and paid-up equity share capital of the Company.
e) The objects for which the Transferee Company has been established are set out in its Memorandum of Association. They are briefly given as under:
i) To carry on all or any of the business of manufacturers and sellers of and dealers and workers in cement of all kinds, concrete, asbestos, gypsum, coal, jute, hessian cloth, gunny bags, paper bags, lime, plasters, whiting, clay, bauxite, soapstone, ochres, paints, fixing materials, gravel, sand, bricks, tiles, pipes, pottery, earthen ware, artificial stone and manufacturer's builders and dyer's requisites and conveniences of all kinds.
ii) To carry on business as quarry masters and stone merchants, and to buy, sell, get, work, shape, hew, carve, polish, crush and prepare for market or use stone of market or use stone of all kinds.
iii) To carry on business as road and pavement makers and repairers and manufactures of and dealers in lime, cement, mortar, concrete, and building material of all kinds, and as builder and contractors for the execution of works and buildings of all kinds in the construction of which stone is required.
iv) To carry on the business of miners, metallurgists, builders, contractors, engineers, merchants, importers and exporters and to buy, sell and deal in property of kinds.
v) To carry on investigations to discover places where cement can be profitably made, or where materials for any manufacturing work the Company is entitled to carry on can be obtained and to obtain prospecting licenses and do prospecting or research work in that behalf.

There has been no change in the object clause of the Transferee Company during the last five (5) years.

Parsec Enterprises Private Limited ('the Transferor Company' or 'Parsec')

a) The Transferor Company was incorporated under the Companies Act, 1956, in the State of Maharashtra in the name of Parsec Consultancy Private Limited on 10th March 2014 as a private company. Thereafter, the name of Parsec Consultancy Private Limited was changed to Parsec Enterprises Private Limited on 19th May 2015. The Corporate Identification Number of the Transferor Company is U51900MH2014PTC254048. The Permanent Account Number of the Transferor Company is AAHCP6190Q. Subsequently, the Registered Office of the Company was shifted from the State of Maharashtra to the State of Gujarat on 15th May 2019. The new CIN is U51900GJ2014PTC108162.
b) The Registered Office of the Transferor Company is situated at B-402, Pelican House, Gujarat Chamber of Commerce Compound, Ashram Road, Ahmedabad 380009, Gujarat.
c) The details of the issued, subscribed and paid-up share capital of the Transferor Company as on 31st March, 2020 are as under:

Particulars	Amount in Rs.
Authorised Capital
6,00,000 Equity shares of Rs. 10/- Each	60,00,000.00
Total	60,00,000.00
Issued, Subscribed and Paid-up Capital
3,85,986 Equity shares of Rs.10/- Each	38,59,860.00
Total	38,59,860.00

There is no change in the issued, subscribed and paid up share capital of the Transferor Company subsequent to 31st March 2020. Shares of the Transferor Company are not listed on any of the stock exchanges.

Further, the Transferor Company holds 1,35,38,370 equity shares of Rs.10/- each fully paid up in the Transferee Company, representing about 19.47% of the total paid up share capital of the Transferee Company as on 31st March 2020.

d) The objects for which the Transferor Company has been established are set out in its Memorandum of Association. The main objects of the Transferor Company are set out hereunder:
1. To act as adviser and/or consultants on all matters and problems relating to administration, management, investment, organization, manufacture , production, storage, process, systems and account, training personnel, marketing, distributing and selling methods and principles, to develop procedures and principles of, and engage in research, to consider, analysis and evaluate problems relating to manufacture, production, storage distribution, finance, purchasing, market, production, storage, distribution, finance, purchasing, marketing and sale and/or relating to the rendering of any service.
1. To carry on business of advisors, planners, consultants, and project engineers in cement of all kinds and varieties, concrete, lime, clay, gypsum and lime stone sagole, soap stone, repifix cement and allied products and by-products and all other materials used in manufacture of the above items;
*2 (a) To carry on business of manufacture and/or trading of all kinds of textile products including yarn, fabric, fibre, readymade garments, metals and minerals like cement, steel, coal, bauxite, gypsum and other bulk commodities"

There has been a change in the object clause of the Transferor Company by inserting additional clause as pointed out in 2(a) above during the last five (5) years, which was approved by the Members at Extra Ordinary General Meeting held on 20th February 2015.

VIII. RATIONALE OF THE SCHEME:

It is proposed to amalgamate the Transferor Company into the Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Company viz. the promoter group of the Transferor Company (who are also part of the promoter group of the Transferee Company) shall directly hold shares in the Transferee Company and the following benefits shall, inter alia, accrue to the Companies:

a) To reduce the overlaps in administration and the managerial cost;
b) The amalgamation will result in the promoter group of the Transferor Company directly holding shares in the Transferee Company, which will lead to simplification of the shareholding structure and reduction of shareholding tiers of the Transferee Company;
c) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company into the Transferee Company;
d) The promoters would continue to hold the same percentage of shares in the Transferee Company, pre and post the amalgamation. There would also be no change in the financial position of the Transferee Company. All cost, charges and expenses relating to the Scheme would be borne out of the assets (other than shares of the Transferee Company) by the Transferor Company. Any expense, exceeding the assets of the Transferor Company would be borne by the shareholders of the Transferor Company directly;
e) Further, the Scheme also provides that the shareholders of the Transferor Company shall indemnify the Transferee Company and keep the Transferee Company indemnified for liability, claim, demand, if any, and which may devolve on the Transferee Company on account of this amalgamation.

Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have formulated this Scheme for the transfer and vesting of all the assets of the Transferor Company with and into the Transferee Company pursuant to the provisions of Sections 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof).

IX. SALIENT FEATURES GIVEN HEREUNDER FORMS PART OF THE SCHEME:

(i) The Scheme is presented under Sections 230-232 and other applicable provisions of the Companies Act, 2013, as may be applicable, for the amalgamation of the Transferor Company with the Transferee Company;
(ii) The Transferor Company and the Transferee Company shall make application(s) and/or petition(s) under Sections 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 to the jurisdictional NCLT, as the case may be for sanction of this Scheme and all matters ancillary or incidental thereto and the same is complied by the respective companies;
(iii) 'Appointed Date' means 1st April 2020;
(iv) 'Effective Date' means last of the dates on which the certified copies of the order sanctioning this Scheme of Amalgamation passed by the NCLT is filed with the Registrar of Companies by the Transferor Company and the Transferee Company and if the certified copies are filed on different dates, last of such dates.

The other salient features of the Scheme as filed with NCLT Ahmedabad Bench and as per the respective clause of the Scheme, are as under:

" 5. Consideration:

5.1 Upon the Scheme becoming effective and upon the amalgamation of the Transferor Company with the Transferee Company in terms of this Scheme, the Transferee Company shall without any application or deed, issue and allot Equity Shares at face value, credited as fully paid up, to the extent indicated below, to the Equity Shareholders holding fully paid up Equity Shares of the Transferor Company whose name appear in the Register of Members of the Transferor Company on the record date/cut-off date or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company / the Transferee Company in the following proportion:

'1,35,38,370 equity shares of the face value of Rs. 10 each fully paid-up of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion of their holding in the Transferor Company' (Equity shares to be issued by the Transferee Company as above are referred to as "New Equity Shares").

5.2 It is clarified that any positive net assets of the Transferor Company as on the appointed date other than the investment in the shares of the Transferee Company will not affect – alter the share exchange ratio.
5.3 The Transferor Company holds 1,35,38,370 equity shares of the Transferee Company and pursuant to the amalgamation, the Transferee Company shall issue the same number of New Equity Shares i.e. 1,35,38,370 to the shareholders of the Transferor Company. In the event the Transferor Company holds more than fully paid up equity shares of the Transferee Company (without incurring any additional liability) on the record date/cut-off date, New Equity Shares to be issued by the Transferee Company to the shareholders of the Transferor Company shall stand increased by such additional number of equity shares held by the Transferor Company.
5.4 The New Equity Shares to be issued to the members of the Transferor Company as per clause 5.1 above shall be subject to the Memorandum of Association and Articles of Association of the Transferee Company. The New Equity Shares shall rank pari-passu in all respects, including dividend, with the existing equity shares of Transferee Company.
5.5 In respect of fractional entitlement to a shareholder, shall be rounded off to the nearest integer. A fraction of less than half shall be rounded down to the nearest lower integer and a fraction of half or more shall be rounded up to the nearest higher integer. However, in no event, shall the number of New Equity Shares to be allotted by the Transferee Company to the members of the Transferor Company exceed the number of equity shares held by the Transferor Company in the Transferee Company on the Effective Date.
5.6 The investment held by the Transferor Company in the equity share capital of the Transferee Company shall, without any further application, act, instrument or deed stand cancelled. The shares held by the Transferor Company in dematerialized form shall be extinguished, on and from such issue and allotment of New Equity Shares.
5.7 The New Equity Shares to be issued and allotted by the Transferee Company to the shareholders of the Transferor Company shall be issued in dematerialized form.
5.8 The New Equity Shares of the Transferee Company shall be listed and/ or admitted to trading on the Stock Exchanges on which the existing equity shares of the Transferee Company are listed at that time. The Transferee Company shall enter into such arrangements and give such confirmation and/or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said Stock Exchanges.
5.9 The Transferee Company shall, if and to the extent required, apply for and obtain any approvals from concerned regulatory authorities for the issue and allotment by Transferee Company of New Equity Shares to the members of the Transferor Company under the Scheme.
5.10 The approval of this Scheme by the members of the Transferee Company shall be deemed to be due compliance with the applicable provisions of the Act including Section 42 and 62 of the Act, for the issue and allotment of New Equity Shares by the Transferee Company to the members of the Transferor Company, as provided in the Scheme and under Single window clearance concept.

6. Cancellation of equity shares of the Transferee Company held by the Transferor Company:

6.1 Upon the Scheme becoming effective, the issued, subscribed and paid up share capital of Transferee Company, to the extent of the shares held by Transferor Company in the Transferee Company, shall be automatically cancelled and reduced in terms of section 66 of the Act.
6.2 The said cancellation shall result in reduction of capital under section 66 of the Act. However, since the aforesaid reduction is consequential and is proposed as an integral part of the Scheme, the Transferee Company shall not be required to undertake separate procedure under section 66 of the Act. Further, as

the aforesaid reduction does not result in either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital, the provisions of section 66 of the Act shall not be applicable. The order of the NCLT sanctioning the scheme shall be deemed to be the Order under section 66 of the Act for the purpose of confirming reduction. Further, the Transferee Company shall not be required to add "and reduced" as a suffix to its name consequent upon such reduction.

7. Accounting Treatment:

7.1 Upon the coming into effect of this Scheme, the Transferee Company shall account for the amalgamation of the Transferor Companies in its books as per the applicable accounting principles prescribed under Indian Accounting Standards (Ind AS). It would inter alia include the following;
7.2 The shares of the Transferee Company held by the Transferor Companies shall stand cancelled.
7.3 The inter-company deposits/inter-company loans and advances, if any, in the books of accounts of the Transferee Company and the Transferor Companies shall stand cancelled.
7.4 The face value of New Equity Shares issued by the Transferee Company to the shareholders of the Transferor Company pursuant to Clause 5.1 above shall be credited to the Equity Share Capital Account of the Transferee Company.
7.5 Other assets and liabilities of the Transferor Company transferred to and vested in the Transferee Company shall be recorded at their respective fair values as appearing in the books of accounts of the Transferor Company and in accordance with requirements of Ind AS.
7.6 The difference, if any, being excess or deficit arising pursuant to the Scheme, after giving effect to the above adjustments, shall be accounted based on generally accepted accounting principles under Ind AS.

8. Combination of Authorised Share Capital:

8.1 Upon the Scheme becoming effective, the Authorised Share Capital of the Transferee Company shall automatically stand increased without any further act, instrument or deed on the part of the Transferee Company, including payment of stamp duty and fees payable to Registrar of Companies, by the Authorised Share Capital of the Transferor Company as on the Effective Date. Further, post such increase authorized share capital of the Transferee Company shall be re-classified as follows:

Particulars	Amount in Rs.
Authorized Capital
229600000 Equity shares of Rs. 10/- each	229,60,00,000.00
Total	229,60,00,000.00

It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be their consent / approval also to the alteration of the Memorandum of Association of the Transferee Company as may be required under the Act and Clause V of the Memorandum of Association of the Transferee Company shall respectively stand substituted by virtue of the Scheme to read as follows:

Clause V of the Memorandum of Association of the Transferee Company:

"V. The Authorized Share Capital of the Company is Rs.229,60,00,000/- (Rupees Two hundred twenty nine crores sixty lakhs only) divided into 22,96,00,000 (Twenty two crores ninety six lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each"

8.2 Consequently, the Memorandum of Association and Articles of Association of the Transferee Company (relating to the Authorized Share Capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme, whether at a meeting or otherwise, shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Sections 13, 14 and 61 of the Act and other applicable provisions of the Act would be required to be separately passed, as the case may be and for this purpose the stamp duties and fees paid on the Authorised Share Capital of the Transferor Company shall be utilized and applied to the increase and reclassification of Authorised Share Capital of the Transferee Company and there would be no requirement for any further payment of stamp duty and/or fee by the Transferee Company for increase and reclassification in the Authorised Share Capital to that extent.
8.3 It is clarified that the approval of the members of the Transferee Company to the Scheme, whether at a meeting or otherwise, shall be deemed to be their consent/approval also to the amendment of the Memorandum of Association of the Transferee Company as may be required under the Act.
8.4 Under the accepted principle of Single Window Clearance, it is hereby provided that the aforesaid alteration in the Memorandum of Association of the Transferee Company viz. Change in the Capital Clause referred above, shall become operative on the Scheme being effective by virtue of the fact that the Shareholders of Transferee Company, while approving the Scheme as a whole, by virtue of written consent letters, have also resolved and accorded the relevant consents as required respectively under Sections 13, 14, 61 and 64 of the Companies Act, 2013 or any other provisions of the Act and shall not be required to pass separate resolutions as required under the Act.

9. Conduct of business till effective date:

With effect from the Appointed Date and upto and including the Effective Date:

9.1 The Transferor Company shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all its properties and assets pertaining to business of the Transferor Company for and on account of and in trust for the Transferee Company. The Transferor Company hereby undertakes to hold the said assets with utmost prudence until the Effective Date.
9.2 The Transferor Company shall not, except in the ordinary course of business or without prior written consent of the Transferee Company, alienate charge, mortgage, encumber or otherwise deal with or dispose of any of its properties or part thereof of the Transferor Company.
9.3 Any income accruing or arising to the Transferor Company shall for all purposes be treated and deemed to be in profits or income of the Transferee Company.
9.4 During the pendency of this Scheme, in the event the Transferor and/or Transferee Company distributes any dividend (including interim dividend) or issues bonus shares or offers rights shares to its respective shareholders, the Transferor and/or Transferee Company, as the case may be, shall be entitled to receive such dividend and bonus shares, and subscribe to such rights shares offered by the Transferor and/or Transferee Company and their shareholders, as the case may be, or make distribution of profits/reserves to its respective Shareholders.
9.5 It is clarified that the aforesaid provision in respect of the declaration of dividends is an enabling provision only and shall not be deemed to confer any right on any member of the Transferee Company and the Transferor Company to demand or claim any dividends which subject may to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of the Transferor Company and the Transferee Company and the final dividend if any recommended by the Board shall be subject to the approval of the respective shareholders of the Transferor Company and the Transferee Company.
9.6 Until the Effective Date, the Transferor Company may utilize its income/available cash, if any, for meeting its expenses in the ordinary course of business or for the purpose specified in the scheme.
9.7 Upon coming into effect of this Scheme, the resolutions passed by the Transferor Companies, which are valid and subsisting shall continue to be valid and subsisting on the Transferee Company, as if the Transferee Company had passed the Resolution, subject however, to the aggregated monetary limit (meaning thereby, the combined monetary limit of the Transferor Company and the Transferee Company), provided under any law, and subject to applicable provisions.
9.8 Until the Effective Date, the holders of shares of the Transferor Company shall, save as expressly provided otherwise in the Scheme, continue to enjoy their existing rights under the Articles of Association of the Transferor Company including the right to receive dividends.

10. Employees:

10.1 On the Scheme becoming effective all the employees, if any, of the Transferor Company shall become the employees of the Transferee Company, without any break or interruption in their services, on the same terms and conditions on which they are engaged as on the Effective Date. The Transferee Company further agrees that for the purpose of payment of any retirement benefit / compensation, other terminal benefits, such immediate uninterrupted past services with the Transferor Company shall also be taken into account.
10.2 In relation to those employees of the Transferor Company for whom the Transferor Company are making contributions to the government provident fund or any other fund existing, the Transferee Company shall stand substituted for such Transferor Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, bye laws, etc. in respect of such employees of the Transferor Company.

11. Legal proceedings:

11.1 If any suit, appeal or other proceeding of whatever nature by or against the Transferor Company is pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of or by anything contained in this Scheme, but the said suit, appeal or other legal proceedings may be continued, prosecuted and enforced by or against the Transferee Company, as the case may be, in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company as if this Scheme had not been made.
11.2 The Transferor Company has undertaken that there are no pending litigations or other proceedings of whatsoever nature by or against it.
11.3 In case of any litigation, suits, recovery proceedings which are to be initiated or may be initiated by or against the Transferor Company, the Transferee Company shall be made party thereto and any payment and expenses made thereto shall be the liability of the Transferee Company. The shareholders of the Transferor Company shall indemnify the Transferee Company from any loss, liability, cost, charges and/or expenses arising due to any disputes or litigations as specified in Clause 13 below.

12. Contracts, Deeds, etc.:

12.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds, insurance, letters of intent, undertakings, arrangements, policies, agreements of whatsoever nature pertaining to the Transferor Company to which the Transferor Company is party and subsisting or having effect on the Effective Date, shall be in full force and effect against or in favour of the Transferee Company, as the case may be, and may be enforced by or against the Transferee Company as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party thereto.
12.2 The Transferee Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite arrangements, confirmations or novation, to which the Transferor Company will, if necessary, also be party in order to give formal effect to the provisions of this Scheme, if so required or becomes necessary. The Transferee Company shall be deemed to be authorized to execute any such deeds, writings or confirmations on behalf of the Transferor Company and to implement or carry out all formalities required on the part of the Transferor Company to give effect to the provisions of this Scheme.

13. Indemnity by shareholders of Transferor Company:

The shareholders of the Transferor Company shall indemnify and hold harmless the Transferee Company and its directors, officers, representatives, partners, employees and agents (collectively, the "Indemnified Persons") for losses, liabilities (including but not limited to tax liabilities), costs, charges, expenses (whether or not resulting from third party claims), including those paid or suffered pursuant to any actions, proceedings, claims and including interests and penalties discharged by the Indemnified Persons which may devolve on Indemnified Persons on account of amalgamation of the Transferor Company with the Transferee Company but would not have been payable by such Indemnified Persons otherwise, in the form and manner as may be agreed amongst the Transferee Company and the shareholders of the Transferor Company.

14. Saving of concluded transactions:

The transfer of properties and liabilities under Clause 4 of the scheme and the continuance of proceedings by or against the Transferor Company under Clause 11 of the Scheme shall not affect any transaction or proceedings already concluded by the Transferor Company on or after the Appointed Date till the Effective Date (both days inclusive), to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company in respect thereto as done and executed on behalf of the Transferee Company.

15. Dissolution of the Transferor Company:

15.1 On the Scheme becoming effective, the Transferor Company shall stand dissolved automatically without winding up in accordance with the provisions of Section 230-232 of the Companies Act, 2013.
15.2 On and from the Effective Date, name of the Transferor Company shall be removed from the records of the Registrar of Companies and records relating to the Transferor Company shall be transferred and merged with the records of the Transferee Company.

X. RELATIONSHIP BETWEEN THE TRANSFEROR COMPANY AND THE TRANSFEREE COMPANY:

The Transferor Company is promoter group company of the Transferee Company i.e. Saurashtra Cement Limited.

XI. APPROVALS:

a) Pursuant to the SEBI Circulars read with Regulation 37 of the SEBI Listing Regulations, the Transferee Company had filed necessary applications before BSE Limited seeking their no-objection to the Scheme. The Transferee Company has received the observation letter from BSE Limited dated 18th September 2020 conveying their noobjection to the Scheme ('Observation Letter'). Copy of the aforesaid Observation Letter is enclosed herewith as Annexure E.
b) The Scheme along with related documents is available on the website of the Company and BSE Limited and was open for complaints/comments. The Company did not receive any complaint/comment and accordingly a Nil Complaint report was filed with BSE Limited which is annexed herewith as Annexure D.

XII. CAPITAL STRUCTURE PRE AND POST AMALGAMATION:

Upon the Scheme becoming effective and upon amalgamation of the Transferor Company into the Transferee Company in terms of the Scheme, the Transferee Company shall, without any application, act or deed, issue and allot new equity shares, credited as fully paid-up, to the Members of the Transferor Company holding fully paid-up equity shares of the Transferor Company. The existing shares held by the Transferor Company in the equity share capital of the Transferee Company shall, without any further application, act, instrument or deed stand cancelled. The pre and post amalgamation capital structure of the Transferor Company and the Transferee company is provided herein.

PRE AND POST AMALGAMATION SHAREHOLDING PATTERN

The pre and post amalgamation shareholding pattern of the Transferee Company as on 31st March 2020 is as follows:

Sr.	Description	Name of Shareholder	Transferee Company
No.			Pre-arrangement		Post-arrangement
			No.of shares	%	No.of shares	%
(A)	Shareholding of Promoter and Promoter Group
(a)	Individuals/ Hindu Undivided Family	Names
		Mahendra Nanjibhai Mehta	28480	0.04	28480	0.04
		Sunayanaben Mahendra Mehta	6000	0.01	6000	0.01
		Jay Mahendra Mehta	14630	0.02	14630	0.02
		Juhi Chawla Mehta	24650	0.04	24650	0.04
		Jahnavi Jay Mehta	1656713	2.38	1656713	2.38
		Arjun Jay Mehta	1656712	2.38	1656712	2.38
		Radha Mahendra Mehta	5100	0.01	5100	0.01
		(Late) Dhirendra Nanjibhai Mehta	44050	0.06	44050	0.06
		Medhavini Dhirendrabhai Mehta	90634	0.13	90634	0.13
		Hemang Dhirendra Mehta	51534	0.07	51534	0.07
		Umade Dhirendrabhai Mehta	26000	0.04	26000	0.04
		Kamalakshi Dhirendrabhai Mehta	18400	0.03	18400	0.03
		Anisha Hemang Mehta	100	0.00	100	0.00
		Devika Kallergis	100	0.00	100	0.00
		Nirmala Ranvir Khatau	12935	0.02	12935	0.02
		Sudhir Babubhai Shah	168830	0.24	168830	0.24
		Subash Chandra Khanna	130000	0.19	130000	0.19
		Promilla Khanna	650000	0.94	650000	0.94
		Arja Shridhar	200000	0.29	200000	0.29
(b)	Central Government/ State Government(s)		-	-	-	-
(c)	Bodies Corporate	Names
		Villa Trading Company Private Limited	13658167	19.65	13658167	19.65
		Parsec Enterprises Private Limited	13538370	19.47	-	-
		Sameta Exports Private Limited	123531	0.18	123531	0.18
		Pallor Trading Company Private Limited	25136	0.04	25136	0.04
		Gujarat Sidhee Cement Limited	100	0.00	100	0.00
		Omna Enterprises LLP	-	-	10522021	15.14
(d)	Financial Institutions/ Banks		-	-	-	-
(e)	Any Others		-	-	-	-
	Sub Total(A)(1)		32130172	46.22	29113823	41.88
2	Foreign
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)		-	-	-	-

Sr.	Description	Name of Shareholder	Transferee Company
No.			Pre-arrangement		Post-arrangement
			No.of shares	%	No.of shares	%
(b)	Bodies Corporate	Names
		Samja Mauritius Limited	8000000	11.51	11016349	15.85
		Jagmi Investments Limited	5175000	7.44	5175000	7.44
		Sampson Limited	4000000	5.75	4000000	5.75
		The Arj Investment Limited	1773599	2.55	1773599	2.55
		The Mehta International Limited	3750	0.01	3750	0.01
(c)	Institutions		-	-	-	-
(d)	Any Others		-	-	-	-
	Sub Total(A)(2)		18952349	27.26	21968698	31.60
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)		51082521	73.48	51082521	73.48
(B)	Public shareholding
1	Institutions
(a)	Mutual Funds/ UTI		1250	-	1250	-
(b)	Financial Institutions/ Banks		424287	0.61	424287	0.61
(c)	Central Government/ State Government(s)		-	-	-	-
(d)	Venture Capital Funds		-	-	-	-
(e)	Insurance Companies		191337	0.28	191337	0.28
(f)	Foreign Institutional Investors		-	-	-	-
(g)	Foreign Venture Capital Investors		-	-	-	-
(h)	Any Other (Foreign Portfolio Investor)		1810	-	1810	-
	Sub-Total (B)(1)		618684	0.89	618684	0.89
2	Non-institutions
(a)	Bodies Corporate		5022484	7.22	5022484	7.22
(b) I	Individuals Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh		4755852	6.84	4755852	6.84
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.		4255348	6.12	4255348	6.12
(c)	Any Other		3783560	5.44	3783560	5.44
	Sub-Total (B)(2)		17817244	25.63	17817244	25.63
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)		18435928	26.52	18435928	26.52
	TOTAL (A)+(B)		69518449	100.00	69518449	100.00
(C)	Shares held by Custodians and against which DRs have been issued		-	-	-	-
	GRAND TOTAL (A)+(B)+(C)		69518449	100	69518449	100

The pre and post amalgamation shareholding pattern of the Transferor Company as on 31st March 2020 is as follows:

Sr.	Description	Name of Shareholder			Transferor Company
No.			Pre-arrangement		Post-arrangement
			No.of shares	%	No.of shares	%
(A)	Shareholding of Promoter and Promoter Group
(a)	Individuals/ Hindu Undivided Family	Names
(b)	Central Government/ State Government(s)		-	-	-	-
(c)	Bodies Corporate	Names
		Omna Enterprises LLP	299999	-	-	-
		Mr. A.P. Rao, Nominee of Omna Enterprises LLP	1	-	-	-
(d)	Financial Institutions/ Banks		-	-	-	-
(e)	Any Others		-	-	-	-
	Sub Total(A)(1)		300000	77.72	-	-
2	Foreign
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)		-	-	-	-
(b)	Bodies Corporate	Names
		Samja Mauritius Limited	85986	22.28
(c)	Institutions		-	-	-	-
(d)	Any Others		-	-	-	-
	Sub Total(A)(2)		85986	22.28	-	-
	Total Shareholding of				-	-
	Promoter and Promoter Group (A)= (A)(1)+(A)(2)		385986	100.00
(B)	Public shareholding
1	Institutions		-	-	-	-
	Sub-Total (B)(1)		-	-	-	-
2	Non-institutions		-	-	-	-
	Sub-Total (B)(2)		-	-	-	-
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)		-	-	-	-
	TOTAL (A)+(B)		-	-	-	-
(C)	Shares held by Custodians and against which DRs have been issued		-	-	-	-
	GRAND TOTAL (A)+(B)+(C)		385986	100.00	-	-

XIII. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Save as otherwise provided in the Scheme, the Directors and Key Managerial Personnel (KMP) and their respective relatives of the Transferee Company and Transferor Companies may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in their respective Companies, or to the extent the said Directors/KMP are the partners, Directors, Members of the Companies, firms, association of persons, bodies corporate and/or beneficiary of trust that hold shares in any of the Companies. Save as aforesaid, none of the Directors, Managing Director or the Manager or KMP of the Transferee Company and the Transferor Company have any material interest in the Scheme.

ii) The details of the present Directors and KMP of the Transferee Company and their respective shareholdings in the Transferee Company and the Transferor Companies as on 31st March 2020 are as follows:

			Equity Shares of
Name of Directors / KMP	Designation	Transferee Company	Transferor Company
Mr. M. N. Mehta	Non-Executive, Non Independent Director, Chairman	28480	-
Mr. Jay Mehta	Executive Director, Executive Vice Chairman	14630	-
Mr. Hemang D. Mehta	Non Executive Non Independent Director	51534	-
Mr. Hemnabh Khatau	Non Executive Non Independent Director	-	-
Mr. M. N. Rao Independent Director		-	-
Mr. Bimal Thakkar Independent Director		-	-
Mr. K. N. Bhandari	Independent Director		-
Mr. B. P. Deshmukh	Independent Director		-
Mr. Jayant Godbole	Independent Director	-	-
Mr. Ashwani Kumar	Independent Director	-	-
Mrs. Bhagyam Ramani	Independent Director	-	-
Mr. M. S. Gilotra	Executive Director, Managing Director	104165*	-
Mr. Rakesh Mehta	Chief Financial Officer	45690*	-
Ms. Sonali Sanas	Sr. Vice President (Legal) & Company Secretary	17035*	-

*Allotted in accordance with the ESOP scheme.

iii) The details of the present Directors and KMP of the Transferor Company and their respective shareholdings in the Transferor Company and the Transferee Company as on 31st March 2020 are as follows:

Name of Directors /	Designation	Equity Shares of
KMP		Transferee Company	Transferor Company
Mr. Jay Mehta	Director	14630	-
Mr. Hemang D. Mehta	Director	51534	-
Mr. Arun M. Fadia	Director	-	-

XIV. GENERAL:

a. The Transferee Company and the Transferor Company have made a joint application before the National Company Law Tribunal, Ahmedabad Bench for the sanction of the Scheme under Sections 230- 232 and other applicable provisions of the Companies Act, 2013.
b. There is an amount of Rs.14,12,77,055/- (Rupees Fourteen crores twelve lakhs seventy seven thousand and fifty five only) due from the Transferee Company to its Secured Creditors as on 30th September 2020.
c. The amount due from the Transferee Company to its Unsecured Creditors as on 30th September 2020 is Rs.58,22,35,278/- (Rupees Fifty Eight crores twenty two lakhs thirty five thousand two hundred seventy eight only).
d. There is no amount due from the Transferor Company to its Secured Creditors as on 16th October, 2020.
e. There is no amount due from the Transferor Company to its Unsecured Creditors as on 16th October 2020.
f. In relation to the Meeting of the Transferee Company, Equity Shareholders of the Transferee Company whose names are appearing in the records of the Transferee Company as on Friday, 18th December 2020 (Record Date/Cut-off Date) shall be eligible to cast their votes using Postal Ballot or remote e-voting facility or through Poll at the venue of the meeting.
g. The Scheme is not expected to have any adverse effects on the KMP, directors, promoters, non-promoter members, depositors, creditors, debenture holders, deposit trustee, debenture trustee, and employees of the Transferee Company and the Transferor Company, wherever relevant.
h. The rights and interests of Secured Creditors and Unsecured Creditors of either of the companies, if any, will not be prejudicially affected by the Scheme as no compromise, sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner and post the Scheme, the Transferee Company will be able to meet its liabilities as they arise in the ordinary course of business.
i. Except to the extent of the shares held by the Directors and KMP stated under paragraph XIII above, none of Directors and KMP of the Transferee Company or their respective relatives is any way connected or interested in the aforesaid resolution.
j. The Audited accounts for the period ended 31st March 2020 & unaudited accounts for the period ended 30th September 2020 of the Transferee Company indicates that it is in a solvent position, has enough liquidity and would be able to meet liabilities as they arise in the course of business. There is no likelihood that any creditors of the Transferee Company would lose or be prejudiced as a result of this Scheme being passed since no compromise, sacrifice or waiver is at all called for from them nor are their rights sought to be adversely modified in any manner. Hence, the amalgamation will not cast any additional burden on the shareholders or creditors of the Transferee Company, nor will it adversely affect the interest of any of the shareholders or creditors.
k. There is no winding up proceedings admitted against the Transferee Company as of date.
l. No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Companies Act, 2013 or under the provisions of the Companies Act, 1956 in respect of the Transferee Company.
m. The Transferee Company and the Transferor Company will send Notice under Section 230(3) of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 of the Act to seek approvals / sanctions /no-objections from certain regulatory and governmental authorities for the Scheme such as the Income Tax, Registrar of Companies, Regional Director and the Official Liquidator and will obtain the same at the relevant time. In case no representation is received within the stated period of thirty days from the date of receipt of such notice, it shall be presumed that they have no representation to make on the proposed Scheme of Amalgamation.
n. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.

Sr. No.	Name of Director	Address
1	Mr. M. N. Mehta	C/o. Sugar Corporation of Uganda Limited, P.O.Box No.1, Lugazi, Uganda.
2	Mr. Jay Mehta	Veer Bhavan, 22 B. G. Kher Marg, Malabar Hill, Mumbai 400 006.
3	Mr. Hemang D. Mehta	80 W Westminster, Lake Forest, Illinois 600045, U.S.A.
4	Mr. Hemnabh Khatau	C/o. Sugar Corporation of Uganda Limited, P.O.Box No.1, Lugazi, Uganda.
5.	Mr. M. N. Rao	Prasanti Nilayam, 6-3-248/A/1, Road NO.1, Banjara Hills, Hyderabad 500 034.
6.	Mr. Bimal Thakkar	Ocean View, 4th Floor, Flat No.10, 100, Bhulabhai Desai Road, Breach Candy, Near Tata Garden, Mumbai 400 026.
7.	Mr. B. P. Deshmukh	Snehal Building, Gr. Floor, Pestom Sagar, Road No.6, Chembur, Mumbai 400 089.
8.	Mr. Jayant N. Godbole	604A, Cottage Land CHS, Plot 16/A, Sector 19/A, Nerul (East), Navi Mumbai 400 706.
9.	Mr. K. N. Bhandari	5, New Power House Road, Jodhpur 342 003, Rajasthan.
10.	Mrs. Bhagyam Ramani	501, Anand CHS, Juhu Versova Link Road, Andheri (West), Mumbai 400058
11.	Mr. Ashwani Kumar	22-B, Turf View, Seth Motilal Gi Sanghi Marg, Worli (Lotus), Mumbai 400018.
12.	Mr. M. S. Gilotra	Flat No.903, Maitri Heights, Plot No.74, Bhau Daji Road, Matunga (East), Mumbai 400 019.

o. Names and addresses of the Directors and Promoters and Promoter Group holding shares of the Transferee Company are as under:

Sr. No.	Name of Promoters and Promoter Group holding shares of the Transferee Company	Address
1	Mr. M. N. Mehta	C/o.Sugar Corporation of Uganda Limited P.O.Box No.1, Lugazi, Uganda.
2	Mr. Jay Mehta	Veer Bhavan, 22 B. G. Kher Marg, Malabar Hill, Mumbai 400 006.
3	Mrs. Sunayanaben M. Mehta	3, Connaught House, Mount Row, London W/Y SDB, England, UK
4	Ms. Juhi Chawla Mehta	Veer Bhavan, 22 B. G. Kher Marg, Malabar Hill, Mumbai 400 006.
5	Ms. Jahnavi Jay Mehta	Veer Bhavan, 22 B. G. Kher Marg, Malabar Hill, Mumbai 400 006.
6	Master Arjun Jay Mehta	Veer Bhavan, 22 B. G. Kher Marg, Malabar Hill, Mumbai 400 006.
7	Ms. Radha M. Mehta	Veer Bhavan, 22 B. G. Kher Marg, Malabar Hill, Mumbai 400 006.
8	Mr. Dhirendra N. Mehta	Veer Bhavan, 22 B. G. Kher Marg, Malabar Hill, Mumbai 400 006.
9.	Mrs. Medhavini D. Mehta	C/o. Mehta Private Limited, N. K. Mehta International House, 178, Backbay Reclamation, Mumbai 400 020.
10.	Mr. Hemang D. Mehta	C/o. Mehta Private Limited, N. K. Mehta International House, 178, Backbay Reclamation, Mumbai 400 020.
11.	Ms. Umade D. Mehta	Veer Bhavan, 22 B. G. Kher Marg, Malabar Hill, Mumbai 400 006.

Sr. No.	Name of Promoters and Promoter Group holding shares of the Transferee Company	Address
12.	Ms. Kamalakshi D. Mehta	62, Hollard Park, Flat NO.4, London W 11
13.	Ms. Anisha H. Mehta	C/o. Mehta Private Limited, N. K. Mehta International House, 178, Backbay Reclamation, Mumbai 400 020.
14.	Ms. Devika Kallergis	C/o. Mehta Private Limited, N. K. Mehta International House, 178, Backbay Reclamation, Mumbai 400 020.
15.	Ms. Nirmala R. Khatau	Konark Empress, Flat No.20, Dr. E. Moses Road, Worli, Mumbai 400018.
16.	Mr. Sudhir B. Shah	6th Floor, 65, Nariman Bhavan, 227, Nariman Point, Mumbai 400 021.
17.	Mr. Subash Chandra Khanna	7 Rockdale, L. D. Ruparel Marg, Mumbai 400 006.
18.	Mrs. Promilla Khanna	7 Rockdale, L. D. Ruparel Marg, Mumbai 400 006.
19.	Ms. Arja Shridhar	B-601, Nikita CHS, Military Road End, Marol, Andheri (East), Mumbai 400 072.
20.	Villa Trading Company Private Limited	B-402, Pelican House, Ashram, Gujarat Chamber of Commerce Compound, Ahmedabad 380 009.
21.	Parsec Enterprises Private Limited	B-402, Pelican House, Ashram, Gujarat Chamber of Commerce Compound, Ahmedabad 380 009.
22.	Sameta Exports Private Limited	4th Floor, N. K. Mehta International House, 178, Backbay Reclamation, Mumbai 400 020.
23.	Pallor Trading Company Private Limited	th Floor, N. K. Mehta International House, 178, Backbay 4 Reclamation, Mumbai 400 020.
24.	Gujarat Sidhee Cement Limited	Sidheegram, PO-Prashnawada Bo, Tal: Via Sutrapada, SO Taluka, Pin Code: 362 275, Dist. Gir Somnath, Gujarat.
25.	Samja Mauritius Limited	C/o.DTOS Ltd, 10th floor, Standard Chartered Tower, 19, Cybercity, Ebene, Mauritius.
26.	Jagmi Investments Limited	C/o.DTOS Ltd, 10th floor, Standard Chartered Tower, 19, Cybercity, Ebene, Mauritius.
27.	Samson Limited	C/o.DTOS Ltd, 10th floor, Standard Chartered Tower, 19, Cybercity, Ebene, Mauritius.
28.	The Arj Investments Limited	C/o.DTOS Ltd, 10th floor, Standard Chartered Tower, 19, Cybercity, Ebene, Mauritius.
29.	The Mehta International Limited	Arganaut House, 5 Park Road, Hamilton, Bermuda

p. Names and addresses of the Directors and Promoters and promoter group holding Equity Shares of the Transferor Company are as under:

Sr. No.	Name of Director	Address
1	Mr. Jay Mehta	Veer Bhavan, 22 B. G. Kher Marg, Malabar Hill, Mumbai 400 006.
2	Mr. Hemang D. Mehta	80 W Westminster, Lake Forest, Illinois 600045, U.S.A.
3	Mr. Arun M. Fadia	1001, 10th Floor, Mayfair Kumkum CHS Ltd, CTS No.772, S. V. Road, Andheri (East), Mumbai 400 058.

Sr. No.	Name of Promoters and Promoter Group holding Equity Shares of Transferor Company	Address
1	Omna Enterprises LLP	4th Floor, N. K. Mehta International House, 178 Backbay Reclamation, Mumbai 400 020.
2	Samja Mauritius Limited	C/o.DTOS Ltd, 10th floor, Standard Chartered Tower, 19, Cybercity, Ebene, Mauritius.

q. The Board of Directors of the Transferee Company approved the Scheme on 18th May 2020. Details of Directors of the Transferee Company who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors of the Transferee Company are given below:

Sr. No.	Name of Director	Voted in favour / Against / Did not participate
1	Mr. M. N. Mehta	Did not participate
2	Mr. Jay Mehta	Did not participate
3	Mr. Hemang D. Mehta	Voted in favour
4	Mr. Hemnabh Khatau	Voted in favour
5	Mr. M. N. Rao	Voted in favour
6	Mr. Bimal Thakkar	Voted in favour
7	Mr. B. P. Deshmukh	Voted in favour
8.	Mr. K. N. Bhandari	Voted in favour
9.	Mr. Jayant N. Godbole	Voted in favour
10.	Mrs. Bhagyam Ramani	Voted in favour
11.	Mr. Ashwani Kumar	Voted in favour
12.	Mr. M. S. Gilotra	Did not participate

r. The Board of Directors of the Transferor Company approved the Scheme on 18th May 2020. Details of directors of the Transferor Company who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors are given below:

Sr. Name of Director No.		Voted in favour / Against / Did not participate
1	Mr. Jay Mehta	Voted in favour
2	Mr. Hemang D. Mehta	Leave of absence
3	Mr. Arun M. Fadia	Voted in favour

s. For the purpose of amalgamation of the Transferor Company with the Transferee Company, SSPA & Co, Chartered Accountants (Registered Valuers) have recommended a fair share exchange ratio of allotment of equity shares as under:

Transferor Company as on the date of this report holds 13,538,370 equity shares of face value of INR 10 each fully paid-up of Transferee Company. Upon the effective date, pursuant to amalgamation of Transferor Company with Transferee Company, the entire shareholding of Transferor Company in Transferee Company will be cancelled and the shareholders of Transferor Company would be issued same number of fully paid-up equity shares of Transferee Company, which they own indirectly through their holding in Transferor Company as on the effective date. Pursuant to the amalgamation, there would be no change in the paid-up share capital of Transferee Company.

As mentioned above, post-amalgamation the shareholders of Transferor Company will hold the same number of shares as Transferor Company holds in Transferee Company. Consequently, there is no impact on the shareholding pattern of other shareholders of Transferee Company and therefore no valuation of Transferee Company and Transferor Company is required.

Upon the Scheme becoming effective, there is no additional consideration being discharged under the Scheme except the same number of shares of Transferee Company being issued to the shareholders of Transferor Company in lieu of shares held by Transferor Company in Transferee Company respectively (which will get cancelled). Thus, for every fresh issue of share of Transferee Company to the shareholders of Transferor Company, there is a corresponding cancellation of an existing Transferee Company share as held by Transferor Company. Also, there would be no change in the aggregate promoters' shareholding in Transferee Company and it shall not affect the interest of other shareholders of Transferee Company.

Based on the above in the event of amalgamation of Transferor Company with Transferee Company, the Valuers have recommended a fair share exchange ratio as follows:

"13,538,370 equity shares of the face value of INR 10 each fully paid-up of Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of Transferor Company in the proportion of their holding in Transferor Company."

t. A copy of the Valuation Report and Fairness Report are annexed herewith as Annexure B and Annexure C respectively.
u. A report adopted by the Directors of the Transferee Company, explaining the effect of the Scheme is attached herewith as Annexure F. The Transferee Company does not have any debenture holders, deposit trustee and debenture trustee. There will be no adverse effect on account of the Scheme as far as the depositors, employees, and creditors of the Transferee Company are concerned.
v. As far as the employees of the Transferee Company are concerned there would not be any change in their terms of employment on account of the Scheme. Further, no change in the Board of Directors of the Transferee Company is envisaged on account of the Scheme.
w. The electronic copy of the following documents shall be available for inspection by the Equity Shareholders of the Transferee Company in the investor section of the website of the Company. The weblink of the same is: http:// scl.mehtagroup.com/investors/scheme-of-amalgamation
a) Copy of the Order passed by the Hon'ble NCLT in Company Scheme Application No. CA(CAA) No.76 of 2020, dated 8th December 2020 of the Transferee Company and the Transferor Company;
b) Copy of the Memorandum and Articles of Association of the Transferee Company and the Transferor Company;
c) Copy of the annual reports of the Transferee Company for the financial year ended 31st March 2020, 31st March 2019 and 31st March 2018;
d) Copy of the audited financial statements of the Transferor Company for the financial year ended 31 st March 2020, 31st March 2019, and 31st March 2018;
e) Copy of Valuation on Report issued by M/s. SSPA & Co., Chartered Accountants;
f) Copy of the Fairness Opinion, issued by M/s. Fortress Capital Management Services Pvt Ltd, to the Board of Directors of the Transferee Company;
g) Copy of the Audit Committee Report of the Transferee Company;
h) Copy of the resolutions passed by the respective Board of Directors of the Transferee Company and the Transferor Company approving the Scheme;
i) Copy of the Statutory Auditors' certificate issued by M/s. Manubhai & Shah LLP, Chartered Accountants to the Transferee Company;
j) Abridged Prospectus as provided in Part D of Schedule VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, including applicable information pertaining to Parsec Enterprises Private Limited;
k) Copy of the complaint report submitted by the Transferee Company to BSE Limited;
l) Copy of the no adverse observations/no objection letter issued by BSE Limited to the Transferee Company;
m) Copy of the Scheme; and
n) Copy of the Reports adopted by the Board of Directors of the Transferee Company pursuant to the provisions of Section on 232(2) (c) of the Act.

This Statement may be treated as an Explanatory Statement under Sections 230(3) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. A copy of this Scheme and Explanatory Statement may be obtained free of charge on any working day (except Sundays and public holidays) prior to the date of the Meeting, from the Registered Office of Transferee Company.

Sd/- Trupal Kumar Patel Chairman appointed for the Meeting

Dated this 22nd day of December, 2020

Registered Office:

Near Railway Station, Ranavav 360 560 (Gujarat) Phone:02801-235001, 02801-304200, Fax: 02801-304376 E-Mail: [email protected] Website: www.saurashtracementlimited.com (CIN : L26941GJ1956PLC000840)

SCHEME OF AMALGAMATION

PARSEC ENTERPRISES PRIVATE LIMITED ("THE

TRANSFEROR COMPANY")

WITH

SAURASHTRA CEMENT LIMITED ("THE TRANSFEREE

COMPANY")

AND

THEIR RESPECTIVE SHAREHOLDERS & CREDITORS

PREAMBLE

This Scheme of Amalgamation is presented under Sections 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 for amalgamation of Parsec Enterprises Private Limited ("the Transferor Company") with Saurashtra Cement Limited ("the Transferee Company"). The equity shares of Saurashtra Cement Limited are listed on the Bombay Stock Exchange.

RATIONALE FOR THE SCHEME

Parsec Enterprises Private Limited forms part of the Promoter Group of Saurashtra Cement Limited. It presently holds 1,35,38,370 No. of equity shares in Saurashtra Cement Limited representing about 19.47 % of the total paid up share capital.

Sonali Sanas

a) Harnessing and optimization of the synergy benefits with better utilization of common and combined resources.
b) To reduce the overlaps and administration and the managerial cost.
c) The amalgamation will result in the promoter group of the Transferor Company directly holding shares in the Transferee Company, which will lead to simplification of the shareholding structure and reduction of shareholding tiers of the Transferee Company;
d) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company into the Transferee Company;
e) The promoters would continue to hold the same percentage of shares in the Transferee Company, pre and post the amalgamation. There would also be no change in the financial position of the Transferee Company. All cost, charges and expenses relating to the Scheme would be borne out of the assets ( other than shares of the Transferee Company) of the Transferor Company. Any expense, exceeding the assets of the Transferor Company would be borne by the shareholders of the Transferor Company directly;

f) Further, the Scheme also provides that the shareholders of the Transferor Company shall indemnify the Transferee Company and keep the Transferee Company indemnified for liability, claim, demand, if any, and which may devolve on the Transferee Company on account of this amalgamation.

PARTS OF THE SCHEME:

The Scheme is divided into the following parts:

PART A	Deals with the definitions and share capital
- PARTB	Deals with amalgamation of the Parsec Enterprises Private
	Limited ("Transferor Company") with Saurashtra Cement
	Limited ("Transferee Company").
PARTC	- -- Deals with General Terms and Conditions.

1. DEFINITIONS

In this Scheme (as defined hereinafter), unless inconsistent with the subject or context, the following expressions shall have the following meaning:

1.1 "Act" or "the Act" means the Companies Act, 2013, the rules and regulations made there-under and will include any statutory modifications, amendments or re-enactment thereof for the time being in force;
1.2 "Applicable Law" means (a) all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines or policies of any applicable country and/ or jurisdiction; (b) administrative interpretation, writ, injunction, directions, directives, judgment, arbitral award, decree, orders or approvals of or agreements with any Appropriate Authority
1.3 "Appointed Date" means 1'1 April 2020 or such other date as may be suggested by the NCLT;
1.4 "Appropriate Authority" means any national, state, provincial, local or similar governmental, statutory, regulatory, administrative authority, agency, commission, departmental or public body or authority, board, branch, tribunal or court or other entity authorized to make laws, rules, regulations, standards, requirements, procedures or to pass directions or orders, in each case having the force of law or

Sonali Sanas any non-governmental regulatory or administrative authority, body or other organization to the extent that the rules and standards, requirements, procedures or orders of such authority, body or other organization have the force of law including the Registrar of Companies, Regional Director, NCLT and such other sectoral regulators or authorities as may be applicable;

1.5 "Board" or "Board of Directors" means the Board of Directors of the Transferor Company or of the Transferee Company as the context may require and shall, unless it be repugnant to the context or otherwise, include a committee of directors or any person(s) authorized by the Board of Directors or such committee of Directors;
1.6 "Effective Date" means last of the dates on which the certified copies of the order sanctioning this Scheme of Amalgamation passed by the NCLT is filed with the Registrar of Companies by the Transferor Company and the Transferee Company and if the certified copies are filed on different dates, last of such dates.
1. 7 "Record Date" means the date fixed by the Board of Directors or committee thereof, if any, of the Transferee Company for the purpose of determining the members of the Transferor Company to whom New Equity Shares will be allotted pursuant to this Scheme;
1.8 "SEBI" means the Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992;
1.9 "Stock Exchanges" means BSE Limited, and any other stock exchange(s);
1.10 "Scheme" or "the Scheme" or "this Scheme" means this Scheme of Amalgamation in its present form as submitted with the NCLT or this Scheme with any modification(s) made under Clause ¹⁷of the Scheme;
1.11 "Transferee Company" or '"SCL" means Saurashtra Cement Limited (CIN: L26941GJ1956PLC000840), a company incorporated under the Companies Act, 1956 and having its registered office at Near Railway Station, Ranavav 360 560, Tal: Ranavav. Dist: Porbandar Gujarat;
1.12 "Transferor Company" or "PEPL" means Parsec Enterprises Private Limited (CIN: U51900GJ2014PTC108162), a company incorporated under the Companies Act, 1956 and having its registered office at B-402, Pelican House, Gujarat Chamber of Commerce Compound, Ashram Road, Gujarat;
1.13 "Tribunal" or "the NCLT" means the National Company Law Tribunal, Ahmedabad Bench.

All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act and other applicable laws, rules, regulations, bye-laws, as the case may be or any statutory modification or re-enactment thereof from time to time.

2. DATE OF TAKING EFFECT AND OPERATIVE DATE

2.1 The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the NCLT or made as per Clause 17 of the Scheme, shall be effective from the Appointed Date but shall be operative from the Effective Date.
2.2 Any reference in this Scheme to "upon the Scheme becoming effective" or "effectiveness of the Scheme" or "upon the coming into effect of the Scheme" shall mean the Effective Date.

3. SHARE CAPITAL

3.1-	The share capital of the Transferor Company as on $31st$ March, 2020 is
	as under:

Amount in Rs.

60,00,000.00
60,00,000.00

38,59,860.00
38,59,860.00

Subsequent to ³¹ st March, 2020 and till the date of approval of the Scheme by the Board of Directors of the Transferor Company, there has been no change in the issued, subscribed and paid-up capital of the Transferee Company.

3.2 The share capital of the Transferee Company as on 3P¹March, 2020

is as under:

harticulars	Amount in Rs.
Authorised Capital	-
Equity shares of Rs. 10/- each 22,90,00,000	229,00,00,000.00
Total	229,00,00,000.00
Issued Capital
Equity shares of Rs. 10/- each 6,95,33,718	69,53,37,180.00
Subscribed and Paid-up Capital
Each Equity shares of Rs. 10/- 16,95,18,449	69.51.84,490.00 I
15,269 Forfeited Equity shares of Rs.2/- paid up	30,538.00 I
f Total	69,52, 15,028.00 __ I

Subsequent to 3 P¹March, 2020 and till the date of approval of the Scheme by the Board of Directors of the Transferee Company, the Transferee Company has on 17.4.2020, allotted 49,535 equity shares of Rs. ¹⁰Each to its employees under its ESOP'S scheme.

Further, the Transferor Company holds 1,35,38,370 equity shares of Rs. IO/- each fully paid up in the Transferee Company, representing about 19.47% of the total paid up share capital of the Transferee Company as on 31 st March 2020.

PART B - AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

⁴TRANSFER AND VESTING OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

4.1 With effect from the Appointed Date, the business of the Transferor Company including its properties and assets (whether movable tangible or intangible) of whatsoever nature including investments, shares, debentures, securities, loans and advances, licenses, permits, approvals, lease, tenancy rights, titles, permissions, if any, accumulated losses, if any, benefits of tax relief including under the Income-tax Act, 1961 such as credit for advance tax, taxes deducted at source, minimum alternate tax and all other rights, title, interest, contracts, consent, approvals or powers of every kind, nature and descriptions whatsoever shall under the provisions of Sections 230 to ²³²of the Act and pursuant to the orders of the NCLT or any other Appropriate Authority sanctioning this Scheme and without further act, instrument or deed, but subject to the charges affecting the same as on the Effective Date, shall stand transferred to and/or deemed to be transferred to and vested in the Transferee Company so as to become the properties and assets of the Transferee Company.
4.2 Without prejudice to Clause 4.1, all movable assets of the Transferor Company including sundry debtors, trade receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or

for value to be received, bank balances, investments, earnest money and deposits with any government, quasi-government, local or other authority or body or with any company or other person, the same shall, on and from the Appointed Date, stand transferred to and vested in Transferee Company without any notice or other intimation to the debtors (although Transferee Company may without being obliged and if it so deems appropriate at its sole discretion, give notice in such form as it may deem fit and proper, to each person, debtor, or depositor, as the case may be, that the said debt, loan, advance, balance or deposit stands transferred and vested in Transferee Company) subject to existing charges or lis pendens, if any thereon.

4.3 The liabilities of the Transferor Company shall also, without any further act, instrument or deed be transferred to and vested in and assumed by and/or deemed to be transferred to and vested in and assumed by the Transferee Company pursuant to the provisions of Sections 230 to 232 of the Act, so as to become the liabilities of the Transferee Company and further that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such liabilities have arisen, in order to give effect to the provisions of this Clause.
4.4 This Scheme has been drawn up to comply with the conditions relating to "amalgamation" as specified under Section 2( 1 B) of the Income -tax Act, 1961. If any terms or provisions of the Scheme are inconsistent with the provisions of Section 2(1B) of the Income-tax Act, 1961, the provisions of Section 2(1B) of the Income-tax Act,

¹⁹⁶¹shall to the extent of such inconsistency prevail and the Scheme shall stand modified to that extent to comply with Section 2( 1B) of the Income-tax Act, 1961; such modification to not affect other parts of the Scheme.

4.5 Upon the Scheme becoming effective, the Transferee Company shall be expressly permitted to revise and file its financial statements, income tax returns including tax deducted at source returns, GST returns, and other tax returns (including revised returns) as may be necessary and expressly reserves the right to make such provisions in its returns, and to claim refunds and credits etc. pertaining to the Transferor company and notwithstanding that the statutory period for such revisions and filing may have lapsed. The Transferee Company shall be entitled to claim and be allowed credit or benefits of all tax deduction certificates, advance tax or other tax payments, credits or duty drawbacks or advance licences or any other credit or benefit of any tax, duty, CENVAT, incentives etc. relating to the Transferor Company, notwithstanding that such certificates or challans or any other documents for tax payments or credits / benefits etc. may have been issued or made in the name of transferor companies. Such credit ^Ibenefit shall be allowed without any further act or deed by the Transferee Company or the need for any endorsements on such certificates, challans, documents etc. to be done by the issuers or any authority. Any refunds under the Tax Laws due to the Transferor Company consequent to the assessment made on the Transferor Company and for which no credit is taken in the accounts as on the date immediately preceding the appointed date shall also belong to

Sonali Sanas ~-=.....iby Da·<U<lli161' •'Ol;,11 .... HO'

and be received by the Transferee Company.

4.6 Pursuant to the Scheme becoming effective, Transferee Company shall, if so required under any law or otherwise, execute deeds of confirmation or other writings or arrangement with any party to any contract or arrangement to which the Transferor Company is a party in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Company to carry out or perform all such formalities or compliances referred to above on part of the Transferor Company.

5 CONSIDERATION

5.1 Upon this Scheme becoming effective and upon amalgamation of the Transferor Company into the Transferee Company in terms of this Scheme, the Transferee Company shall, without any application, act or deed, issue and allot equity shares, credited as fully paid up, to the extent indicated below, to the members of the Transferor Company holding fully paid-up equity shares of the Transferor Company and whose names appear in the register of members of the Transferor Company as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company / Transferee Company in the following proportion: "1,35,38,370 fully paid up equity share of Rs. 10 each of the Transferee Company shall be issued and allotted as fully paid up

to the equity shareholders of the Transferor Company in proportion of their holding in the Transferor Company"

(Equity shares to be issued by the Transferee Company as above are referred to as "New Equity Shares").

5.2 It is clarified that any positive net assets of the Transferor Company as on the appointed date other than the investment in the shares of the Transferee Company will not affect - alter the share exchange ratio.
5.3 The Transferor Company holds 1,35,38,370 equity shares of the Transferee Company and pursuant to the amalgamation, the Transferee Company shall issue the same number of New Equity Shares i.e. 1,35,38,370 to the shareholders of the Transferor Company. In the event the Transferor Company holds more than fully paid up equity shares of the Transferee Company (without incurring any additional liability) on the Record Date, New Equity Shares to be issued by the Transferee Company to the shareholders of the Transferor Company shall stand increased by such additional number of equity shares held by the Transferor Company.
5.4 The New Equity Shares to be issued to the members of the Transferor Company as per clause 5.1 above shall be subject to the Memorandum of Association and Articles of Association of the Transferee Company. The New Equity Shares shall rank pari-passu in all respects, including dividend, with the existing equity shares of Transferee Company.

5.5 In respect of fractional entitlement to a shareholder, shall be rounded off to the nearest integer. A fraction of less than half shall be rounded down to the nearest lower integer and a fraction of half or more shall be rounded up to the nearest higher integer. f:1owever, in no event, shall the number of New Equity Shares to be aJlotted by the Transferee Company to the members of the Transferor Company exceed the number of equity shares held by the Transferor Company in the Transferee Company on the Effective Date.
5.6 The investment held by the Transferor Company in the equity share capital of the Transferee Company shall, without any further application, act, instrument or deed stand cancelled. The shares held by the Transferor Company in dematerialized form shall be extinguished, on and from such issue and allotment of New Equity Shares.
5.7 The New Equity Shares to be issued and allotted by the Transferee Company to the shareholders of the Transferor Company shall be issued in dematerialized form.
5.8 The New Equity Shares of the Transferee Company shall be listed and/ or admitted to trading on the Stock Exchanges on which the existing equity shares of the Transferee Company are listed at that time. The Transferee Company shall enter into such arrangements and ^give such confirmation and/or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said Stock Exchanges.

5.9 The Transferee Company shall, if and to the extent required, apply for and obtain any approvals from concerned regulatory authorities for the issue and allotment by Transferee Company of New Equity Shares to the members of the Transferor Company under the Scheme.
5.10 The approval of this Scheme by the members of the Transferee Company shall be deemed to be due compliance with the applicable provisions of the Act including Section 42 and 62 of the Act, for the issue and allotment of New Equity Shares by the Transferee Company to the members of the Transferor Company, as provided in the Scheme and under Single window clearance concept.

⁶CANCELLATION OF EQUITY SHARES OF THE TRANSFEREE COMPANY HELD BY THE TRANSFEROR COMPANY

6.1 Upon the Scheme becoming effective, the issued, subscribed and paid up share capital of Transferee Company, to the extent of the shares held by Transferor Company in the Transferee Company, shall be automatically cancelled and reduced in terms of section 66 of the Act.
6.2 The said cancellation shall result in reduction of capital under section ⁶⁶of the Act. However, since the aforesaid reduction is consequential and is proposed as an integral part of the Scheme, the Transferee Company shall not be required to undertake separate procedure under

section 66 of the Act. Further, as the aforesaid reduction does not result in either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital, the provisions of section 66 of the Act shall not be applicable. The order of the NCLT sanctioning the scheme shall be deemed to be the Order under section 66 of the Act for the purpose of confirming reduction. Further, the Transferee Company shall not be required to add "and reduced" as a suffix to its name consequent upon such reduction.

7 ACCOUNTING TREATMENT

7.1 Upon the coming into effect of this Scheme, the Transferee Company shall account for the amalgamation of the Transferor Companies in its books as per the applicable accounting principles prescribed under Indian Accounting Standards (Ind AS). It would inter alia include the following;
7.2 The shares of the Transferee Company held by the Transferor Companies shall stand cancelled.
7.3 The inter-company deposits/inter-company loans and advances, if any, in the books of accounts of the Transferee Company and the Transferor Companies shall stand cancelled.
7.4 The face value of New Equity Shares issued by the Transferee Company to the shareholders of the Transferor Company pursuant to Clause 5.1 above shall be credited to the Equity Share Capital Account of the Transferee Company.

⁷.5 Other assets and liabilities of the Transferor Company transferred to and vested in the Transferee Company shall be recorded at their respective fair values as appearing in the books of accounts of the Transferor Company and in accordance with requirements of Ind AS.
7.6 The difference, if any, being excess or deficit arising pursuant to the Scheme, after giving effect to the above adjustments, shall be accounted based on generally accepted accounting principles under Ind AS.

8 COMBINATION OF AUTHORISED SHARE CAPITAL

j Particulars	Amount in Rs.
Authorized Capital
229600000	Equity shares of Rs. 10/- each	------ 229,60,00,000.00
Total		229,60,00,000.00

Sonali Sanas ~;,w;.~~~td b~ D•l~. l!l20.06 17 2~ Z949 1flS'3W

It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be their consent / approval also to the alteration of the Memorandum of Association of the Transferee Company as may be required under the Act and Clause ^Vof the Memorandum of Association of the Transferee Company shall respectively stand substituted by virtue of the Scheme to read as follows:

Clause V of the Memorandum of Association of the Transferee Company:

8.2 Consequently, the Memorandum of Association and Articles of Association of the Transferee Company (relating to the Authorized Share Capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme, whether at a meeting or otherwise, shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Sections 13, ¹⁴and ⁶¹ of the Act and other applicable provisions of the Act would be required to be separately passed, as the case may be and for this purpose the stamp duties and fees paid on the Authorised Share

Sonali Sanas

Capital of the Transferor Company shall be utilized and applied to the increase and reclassification of Authorised Share Capital of the Transferee Company and there would be no requirement for any further payment of stamp duty and/or fee by the Transferee Company for increase and reclassification in the Authorised Share Capital to that extent.

8.3 It is clarified that the approval of the members of the Transferee Company to the Scheme, whether at a meeting or otherwise, shall be deemed to be their consent/approval also to the amendment of the Memorandum of Association of the Transferee Company as may be required under the Act.
8.4 Under the accepted principle of Single Window Clearance, it is hereby provided that the aforesaid alteration in the Memorandum of Association of the Transferee Company viz. Change in the Capital Clause referred above, shall become operative on the Scheme being effective by virtue of the fact that the Shareholders of Transferee Company, while approving the Scheme as a whole, by virtue of written consent letters, have also resolved and accorded the relevant consents as required respectively under Sections 13, 14, 61 and 64 of the Companies Act, 2013 or any other provisions of the Act and shall not be required to pass separate resolutions as required under the Act.

9. CONDUCT OF BUSINESS TILL EFFECTIVE DA TE

With effect from the Appointed Date and upto and including the Effective Date:

9.1 The Transferor Company shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all its properties and assets pertaining to business of the Transferor Company for and on account of and in trust for the Transferee Company. The Transferor Company hereby undertakes to hold the said assets with utmost prudence until the Effective Date.
9.2 The Transferor Company shall not, except in the ordinary course of business or without prior written consent of the Transferee Company alienate charge, mortgage, encumber or otherwise deal with or dispose of any of its properties or part thereof of the Transferor Company.
9.3 Any income accruing or arising to the Transferor Company shall for all purposes be treated and deemed to be in profits or income of the Transferee Company.
9 4 During the pendency of this Scheme, in the event the Transferor and/or Transferee Company distributes any dividend (including interim dividend) or issues bonus shares or offers rights shares to its respective shareholders, the Transferor and/or Transferee Company, as the case may be, shall be entitled to receive such dividend and bonus shares, and subscribe to such rights shares offered by the Transferor and/or Transferee Company and their shareholders, as the case may be, or make distribution of profits/reserves to its respective Shareholders.
9.5 It is clarified that the aforesaid provision in respect of the declaration of dividends is an enabling provision only and shall not be deemed to confer any right on any member of the Transferee Company and the Transferor Company to demand or claim any dividends which subject may to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of the Transferor Company and the Transferee Company and the final dividend if any recommended by the Board shall be subject to the approval of the respective shareholders of the Transferor Company and the Transferee Company.
9.6 Until the Effective Date, the Transferor Company may utilize its income/available cash, if any, for meeting its expenses in the ordinary course of business or for the purpose specified in the scheme.
9.7 Upon coming into effect of this Scheme, the resolutions passed by the Transferor Companies, which are valid and subsisting shall continue to be valid and subsisting on the Transferee Company, as if the Transferee Company had passed the Resolution, subject however, to the aggregated monetary limit (meaning thereby, the combined monetary limit of the Transferor Company and the Transferee Company), provided under any law, and subject to applicable provisions.
9.8 Until the Effective Date, the holders of shares of the Transferor Company shall, save as expressly provided otherwise in the Scheme, continue to enjoy their existing rights under the Articles of

Sona12h" ,.,. i020061/ Sanas !~~-~ ^~

Association of the Transferor Company including the right to receive dividends.

10 EMPLOYEES

10.1 On the Scheme becoming effective all the employees, if any, of the Transferor Company shall become the employees of the Transferee Company, without any break or interruption in their services, on same terms and conditions on which they are engaged as on the Effective Date. The Transferee Company further agrees that for the purpose of payment of any retirement benefit / compensation, other terminal benefits, such immediate uninterrupted past services with the Transferor Company shall also be taken into account.
10.2 In relation to those employees of the Transferor Company for whom the Transferor Company are making contributions to the government provident fund or any other fund existing, the Transferee Company shall stand substituted for such Transferor Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, bye laws, etc. in respect of such employees of the Transferor Company.

11 LEGAL PROCEEDINGS

11.1 If any suit, appeal or other proceeding of whatever nature by or against the Transferor Company is pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of or by anything contained in this Scheme, but the said suit, appeal or other legal proceedings may be continued, prosecuted and enforced by or against the Transferee Company, as the case may be, in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company as if this Scheme had not been made.

11.2 The Transferor Company has undertaken that there are no pending litigations or other proceedings of whatsoever nature by or against it.
11.3 In case of any litigation, suits, recovery proceedings which are to be initiated or may be initiated by or against the Transferor Company, the Transferee Company shall be made party thereto and any payment and expenses made thereto shall be the liability of the Transferee Company. The shareholders of the Transferor Company shall indemnify the Transferee Company from any loss, liability, cost, charges and/or expenses arising due to any disputes or litigations as specified in Clause 13 below.

12 CONTRACTS, DEEDS, ETC.

12.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds, insurance, letters of intent, undertakings, arrangements, policies, agreements of whatsoever nature pertaining to the Transferor Company to which the Transferor Company is party and subsisting or having effect on the Effective Date, shall be in full force and effect against or in favour of the Transferee Company, as the case may be,

and may be enforced by or against the Transferee Company as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party thereto.

12.2 The Transferee Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite arrangements, confirmations or novation. to which the Transferor Company will, if necessary, also be party in order to give formal effect to the provisions of this Scheme, if so required or becomes necessary. The Transferee Company shall be deemed to be authorized to execute any such deeds, writings or confirmations on behalf of the Transferor Company and to implement or carry out all formalities required on the part of the Transferor Company to give effect to the provisions of this Scheme.

13 INDEMNITY BY SHAREHOLDERS OF TRANSFEROR COMPANY

Company with the Transferee Company but would not have been payable by such Indemnified Persons otherwise, in the form and manner as may be agreed amongst the Transferee Company and the shareholders of the Transferor Company.

14 SAVING OF CONCLUDED TRANSACTIONS

The transfer of properties and liabilities under Clause 4 above and the continuance of proceedings by or against the Transferor Company under Clause ¹¹above shall not affect any transaction or proceedings already concluded by the Transferor Company on or after the Appointed Date till the Effective Date (both days inclusive), to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company in respect thereto as done and executed on behalf of the Transferee Company.

15 DISSOLUTION OF THE TRANSFEROR COMPANY

15.1 On the Scheme becoming effective, the Transferor Company shall stand dissolved automatically without winding up in accordance with the provisions of Section 230-232 of the Companies Act, 2013.
15.2 On and from the Effective Date, name of the Transferor Company shall be removed from the records of the Registrar of Companies and records relating to the Transferor Company shall be transferred and merged with the records of the Transferee Company.

PART C - GENERAL TERMS AND CONDITIONS

16 APPLICATION TO NCLT

The Transferor Company and the Transferee Company shall with all reasonable dispatch make all necessary applications under Sections 230-232 of the Act and other applicable provisions of the Act to the NCLT, within whose jurisdiction the registered offices of the Transferor Company and the Transferee Company are situated for sanctioning the Scheme.

17 MODIFICATION OR AMENDMENTS TO THE SCHEME

The Transferor Company and the Transferee Company by their respective Board of Directors, may assent to/make and/or consent to any modifications/amendments to the Scheme or to any conditions or limitations that the NCLT and/or any other statutory/regulatory authority under law may deem fit to direct or impose, or which may otherwise be considered necessary, desirable or appropriate as a result of subsequent events or otherwise by them (i.e. the Board). The Transferor Company and the Transferee Company by their respective Board are authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whatsoever for carrying the Scheme into effect, whether by reason of any directive or orders of any other authorities or otherwise howsoever, arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith.

18 CONDITIONALITY OF THE SCHEME

This Scheme is and shall be conditional upon and subject to:

18.1 The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members and/or creditors of the Transferor Company and the Transferee Company as may be directed by the NCLT or any other Appropriate Authority, as may be applicable;
18.2 The Scheme being approved by the "public" shareholders of the Transferee Company by way of e-voting in terms of Para (I)(A)(9)(a) of Annexure I of SEBI Circular no. CFD/DIL3/CIR/2017 /2 l dated March 10, 2017; provided that the same shall be acted upon only if the votes cast by the "public" shareholders in favor of the proposal are more than the number of votes cast by the "public" shareholders against it;
18.3 The sanction or approval of the Appropriate Authorities concerned being obtained and granted in respect of any of the matters in respect of which such sanction or approval is required;
18.4 The sanction of the Scheme by the NCLT or any other authority under Sections 230 to 232 and other applicable provisions of the Act.

Sonali Sanas

19 EFFECT OF NON-RECEIPT OF APPROVALS

In the event of any of the said sanctions and approvals referred to in the preceding clause not being obtained and/ or the Scheme not being sanctioned by the NCLT or such other competent authority and / or the order not being passed as aforesaid before 31st December 2020 or within such further period or periods as may be agreed upon between the Transferor Company and the Transferee Company by their respective Board of Directors (and which the Board of Directors of the Companies are hereby empowered and authorised to agree to and extend the Scheme from time to time without any limitation) this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated herein or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

20 COSTS, CHARGES AND EXPENSES

All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in connection with and implementing this Scheme and matters incidental shall be borne by the Transferor Company and / or its shareholders.

Certified to be true copy For Saurashtra Cement Limited

Sona Ii :?1,·~~:~ Sanas ~~':~1:os-lll°

Sonali Sanas Sr. Vice President (Legal) & Company Secretary

SSPA& CO. Chartered Accountants 1st Floor, "Arjun,,, Plot No.GA, V. P. Road, Andheri (W), Mumbai - 400 058. INDIA. Tel.: 91 (22) 2670 4376 91 (22) 2670 3682 Fax : 91 (22) 2670 3916 Website: www.sspa.in

STRICTLY PRIVATE & CONFIDENTIAL

May 18, 2020

The Board of Directors Parsec Enterprises Private Limited N.K. Mehta International House Babubhai Chinai Road 178 Backbay Reclamation Mumbai - 400 020

The Board of Directors Saurashtra Cement Limited N.K. Mehta International House Babubhai Chinai Road 178 Backbay Reclamation Mumbai - 400 020

Sub: Recommendation of fair share exchange ratio for the proposed amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited

Dear Sir(s) / Madam(s),

We refer to the engagement letter dated May 07, 2020, whereby we have been requested by the management of Parsec Enterprises Private Limited and Saurashtra Cement Limited (hereinafter .collectively referred to as the 'Management') to issue a report containing recommendation of fair share exchange ratio for the proposed amalgamation of Parsec Enterprises Private Limited (hereinafter referred to as 'PEPL' or the 'Transferor Company') with Saurashtra Cement Limited (hereinafter referred to as 'SCL' or the 'Transferee Company') (hereinafter referred to as the 'Amalgamation').

PEPL and SCL are hereinafter collectively referred to as the 'Companies'.

1. SCOPE AND PURPOSE OF THIS REPORT

1.1 We have been given to understand that in order to inter alia simplify the shareholding structure of SCL and reduction of shareholding tiers, it is proposed that PEPL will amalgamate with SCL in accordance with the provisions of Sections 230 to 232 and other applicable provisions of Companies Act, 2013 (hereinafter referred to as 'Scheme of Amalgamation'). Subject to necessary approvals, PEPL would be amalgamated with SCL,

Chmtered Aci:011ntants

with effect from the appointed date of April 1, 2020 (hereinafter referred to as 'Proposed Transaction'). As a consideration for the Proposed Transaction, shareholders of PEPL would be issued equity shares of SCL.

1.2 In this regard, we have been requested to issue a report containing recommendation of fair share exchange ratio for the Proposed Transaction. This report on recommendation of the fair share exchange ratio is furnished by SSPA & Co., Chartered Accountants ('SSPA') in the capacity of Chartered Accountants to comply with SEBI guidelines and by Mr. Parag S. Ved in the individual capacity of Registered Valuer under section 247 of the Companies Act, 2013.

2. BACKGROUND

2.1 Saurashtra Cement Limited

SCL is an ISO 9001 : 2015, ISO 14001: 2015 and ISO 45001 : 2018 certified company which manufacturers Portland Pozzolana Cement (PPC), Ordinary Portland Cement (OPC 53 grade) types of cement and clinker, that comply with world class quality standards. The Company markets cement under the brand name 'HATHI'.

The issued and paid up equity share capital of the Company as on March 31, 2020 is INR 69.52 crores comprising of 6,95,18,449 equity shares of INR 10 each fully paid up. The equity shares of SCL are listed on BSE Limited ('BSE').

2.2 Parsec Enterprises Private Limited

PEPL holds ~19.47% equity stake (comprising of 13,538,370 equity shares) in SCL as on March 31, 2020. Further, PEPL currently does not have any business operations.

The shareholding pattern of PEPL (Face value INR 10 each) as at March 31, 2020 is as under:

Name of the Shareholder		No. of shares % of holding
Omna Enterprises LLP	2,99,999	77.72%
Mr. A. P. Rao, Nominee of Omna Enterprises LLP	1	0.00%
Samja Mauritius Limited, Mauritius	85,986	22.28%
Total	3,85,986	100.00%

3. SSPA & CO., CHARTERED ACCOUNTANTS

SSPA & CO.

Chartered Acco11ntants

and Mr. Pa rag Ved, who have carried out valuations and advised large corporates in the past for Mergers, De mergers, Business Restructuring, etc.

The services provided by the firm cover a range of Corporate Consultancy Services.

4. SOURCES OF INFORMATION

For the purpose of this exercise, we have relied upon the following sources of information as provided by the Management:

(a) Management Certified financial statements of PEPL for FY 2019-20.
(b) Draft Scheme of Amalgamation.
(c) Such other information and explanations as required and which have been provided by the Management including Management Representations.

5. SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

5.1. This report is subject to the scope limitations detailed hereinafter. As such the report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein and in the context of the purpose for which it is made.
5.2. This report has been prepared for the Board of Directors of SCL and PEPL solely for the purpose of recommending a fair share exchange ratio for the proposed amalgamation of PEPL with SCL.
5.3. We have been represented by the Management of the Companies that the Companies have clear and valid title of assets. No investigation on SC~/ PEPL claim to title of assets has been made for the purpose of this report and their claim to such rights has been assumed to be valid.
5.4. The Management has been provided with the opportunity to review the draft report (excluding share exchange ratio) as part of our standard practice to make sure that factual inaccuracies/ omissions are avoided in our final report.
5.5. For the purpose of this exercise, we were provided with both written and verbal information including information detailed hereinabove in para 'Sources of Information'. Further, the responsibility for the accuracy and completeness of the information provided to us by the Companies/ auditors is that of the respective Companies. Also, with respect to explanations and information sought from the Companies, we have been given to understand by the Management that they have not omitted any relevant and material

SSPA & CO.

Chartered Accountants

facts about the respective Companies. The Management has indicated to us that they have understood that any omissions, inaccuracies or misstatements may materially affect my valuation analysis/ conclusions. Our work does not constitute an audit, due diligence or certification of these information referred to in this report including information sourced from public domain. Accordingly, we are unable to and do not express an opinion on the fairness or accuracy of any information referred to in this report and consequential impact on the present exercise. However, nothing has come to our attention to indicate that the information provided / obtained was materially misstated / incorrect or would not afford reasonable grounds upon which to base the report.

5.6. This report is issued on the understanding that the Management has drawn our attention to all the matters, which they are aware of concerning the financial position of the Companies and any other matter, which may have an impact on the report including any significant changes that have taken place or are likely to take place in the financial position of the Companies. Events and transactions occurring after the date of this report may affect the report and assumptions used in preparing it and we do not assume any obligation to update, revise or reaffirm this report.
1. 1. The fee for the engagement and this report is not contingent upon the results reported.
5.8. This report is prepared only in connection with the proposed amalgamation exclusively for the use of the Companies and for submission to any regulatory/ statutory authority as may be required under any law.
5.9. Our report is not, nor should it be construed as us opining or certifying the compliance of the proposed amalgamation with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising from such proposed amalgamation.
5.10. Any person/ party intending to provide finance/ divest/ invest in the shares/ convertible instruments/ business of the Companies shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision.
5.11. The decision to carry out the transaction (including consideration thereof) lies entirely with the Management/ the Companies and our work and our finding shall not constitute

Sonali Sanas DKJ11ally 1igned by Son.ihS,mas oa,e,20200617 20:36.08-tOS'JO'

Chartered AccoHntants

a recommendation as to whether or not the Management/ the Companies should carry out the transaction.

5.12. This Report is meant for the purpose mentioned in Para 1 only and should not be used for any purpose other than the purpose mentioned therein. The Report should not be copied or reproduced without obtaining our prior written approval for any purpose other than the purpose for which it is prepared. In no event, regardless of whether consent has been provided, shall we assume any responsibility to any third party to whom the report is disclosed or otherwise made available.
5.13. SSPA nor its partners, managers, employees make any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information, based on which the valuation is carried out. All such parties expressly disclaim any and all liability for/or based on or relating to any such information contained in the valuation.

6. BASIS FOR DETERMINATION OF FAIR SHARE EXCHANGE RATIO

6.1. PEPL as on the date of this report holds 13,538,370 equity shares of face value of INR 10 each fully paid-up of SCL. Upon the effective date, pursuant to amalgamation of PEPL with SCL, the entire shareholding of PEPL in SCL will be cancelled and the shareholders of PEPL would be issued same number of fully paid-up equity shares of SCL, which they own indirectly through their holding in PEPL as on the effective date. Pursuant to the amalgamation, there would be no change in the paid-up share capital of SCL. As mentioned above, post-amalgamation the shareholders of PEPL will hold the same number of shares as PEPL holds in SCL. Consequently, there is no impact on the shareholding pattern of other shareholders of SCL and therefore no valuation of SCL and PEPL is required.
6.2. Upon the Scheme becoming effective, there is no additional consideration being discharged under the Scheme except same number of shares of SCL being issued to the shareholders of PEPL in lieu of shares held by PEPL in SCL respectively (which will get cancelled). Thus, for every fresh issue of share of SCL to the shareholders of PEPL, there is a corresponding cancellation of an existing SCL share as held by PEPL. Also, there would be no change in the aggregate promoters' shareholding in SCL and it shall not affect the interest of other shareholders of SCL.

Chattered Acco11ntants

Accordingly, valuation approaches as indicated in the format as prescribed by circular number NSE/CML/2017/12 of NSE and LIST/COMP/02/2017-18 of BSE have not been undertaken as they are not relevant in the instant case.

6.3. The management of PEPL have given an undertaking that the cash / bank balance and liquid investments in the books of PEPL immediately prior to effective date will be utilised to meet the costs, fees, charges, taxes including duties, levies and all other expenses (including stamp duties payable on issue of new shares) in relation to the proposed amalgamation. Further in the event PEPL is unable to bear any such expenses due to lack of sufficient funds (including cash / bank balance and liquid investment) in PEPL, the shareholders of PEPL will bear such expenses. Thus, SCL will not bear any expenses pursuant to the amalgamation.
6.4. Further, we understand that the shareholders of PEPL shall indemnify and hold harmless SCL and its directors, officers, representatives, partners, employees and agents {hereinafter referred to as 'Indemnified Persons') for losses, liabilities (including but not limited to tax liabilities), costs, charges, expenses (whether or not resulting from third party claims), including those paid or suffered pursuant to any actions, proceedings, claims and including interests and penalties discharged by Indemnified Persons which may devolve on Indemnified Persons on account of proposed amalgamation of PEPL with SCL but would not have been payable by Indemnified Persons otherwise, in the form and manner as may be agreed amongst SCL and the shareholders of PEPL. Thus, SCL will not bear any loss, liabilities, cost, charges and expenses due to any such disputes or litigations pursuant to the amalgamation.

7. CONCLUSION - RECOMMENDATION OF FAIR SHARE EXCHANGE RATIO

7.1. Based on the above in the event of amalgamation of PEPL with SCL, we recommend a fair share exchange ratio as follows:

"13,538,370 equity shares of the face value of INR 10 each fully paid-up of SCL shall be issued and allotted as fully paid up to the equity shareholders of PEPL in the proportion of their holding in PEPL."

Sonal i 5-ana.s;

SSPA & CO.

Chartered Acco1111/a11ts

		SCL		PEPL
Method of Valuation	Value per Share (INR)	Weights	Value per Share (INR)	Weights
Asset approach	NA	NA	NA	NA
Income approach	NA	NA	NA	NA
Market approach - CCM method	NA	NA	NA	NA
- Market Price method	NA	NA	NA	NA
Relative Value Per Share	NA		NA

NA= Not Applied/ Applicable

As mentioned in para 6.1 and 6.2 above, we recommend a fair equity share exchange ratio as follows:

13,538,370 equity shares (face value of JNR 10 each fully paid-up) of SCL to be issued and allotted to equity shareholders of PEPL in proportion of their holding in PEPL respectively.

7.2. We believe that the above ratio is fair and equitable considering that all the shareholders of PEPL are and will, upon amalgamation, remain ultimate beneficial owners of SCL in the same ratio (inter-se) as they hold shares of SCL through PEPL prior to the amalgamation and that as mentioned hereinabove the interest of other shareholders in SCL remains unaffected.

Thanking you, Yours faithfully,

SSPA & Co. Chartered Accountants Firm Registration number: 128851W

Signed by: Pa rag Ved, Partner Membership Number: 102432 UDIN:20102432AAAAAS3162

Place: Mumbai Date: May 18, 2020

Certified to be true copy For Saurashtra Cement Limited

Sonali Sam~s

Sonali Sanas Sr. Vice President (Legal) & Company Secretary

STRICTLY PRIVATE & CONFIDENTIAL

May 18, 2020

To,

The Board of Directors Saurashtra Cement Limited N.K. Mehta International House Babubhai Chinai Road 178 Backbay Reclamation Mumbai - 400 020

The Board of Directors Parsec Enterprises Private Limited N.K. Mehta International House Babubhai Chinai Road 178 Backbay Reclamation Mumbai - 400 020

Sub: Fairness Opinion on share exchange ratio in connection with the proposed amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited under a Scheme of Amalgamation.

Dear Sir(s),

We refer to our engagement letter dated May 8, 2020 and discussion wherein the management of Saurashtra Cement Limited (hereinafter referred to as "SCL" or "Company") and Parsec Enterprises Private Limited (hereinafter referred to as "PEPL") has requested Fortress Capital Management Services Private Limited (hereinafter referred to as "Fortress"), a SEBI Registered Category I Merchant Banker to give a fairness opinion on the Share Exchane Ratio recommended by SSPA & Co., Chartered Accounttants (hereinafter referred to as "Valuer'') in connection with the amalgamation of PEPL with SCL under a Scheme of Amalgamation. PEPL and SCL are hereinafter collectively referred to as the "Companies".

Sonali Sanas

Page 1 of 7

Fortress Capital Management Services Pvt. Ltd. r.,N .,F,j'•,¹ ,;•,fr1;.•1,,1,1"''t:'•I~~,._,

1. BACKGROUND, SCOPE AND PURPOSE OF THIS REPORT

1.1 We have been given to understand that in order to inter alia simplify the shareholding structure of SCL and reduce shareholding tiers for the promoters of SCL, it is proposed that PEPL will amalgamate into SCL (hereinafter referred to as the "Amalgamation" or Proposed Transaction) in accordance with the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 20 I 3. Subject to necessary approvals, PEPL would amalgamate with SCL, with effect from appointed date of April 1, 2020 (hereinafter referred to as the "Appointed Date"). As a consideration for the Proposed Transaction, shareholders of PEPL would be issued equity shares of SCL.

1.2 Saurashtra Cement Limited,

SCL is an ISO 9001 : 2015, ISO 14001 : 2015 and ISO 45001 : 2018 certified company which manufacturers Portland Pozzolana Cement (PPC), Ordinary Portland Cement (OPC 53 grade) types of cement and clinker, that comply with world class quality standards. The Company markets cement under the brand name 'HATH!'.

The issued and paid up equity share capital of the Company as on March 31, 2020 is INR 69.52 crores comprising of 69,518,449 equity shares of INR 10 each fully paid up. The equity shares of SCL are listed on BSE Limited ('BSE').

1.3 Parsec Enterprises Private Limited

PEPL holds ~19.47% equity stake (comprising of 13,538,370 equity shares) in SCL as on March 31, 2020. Further, PEPL currently does not have any business operations. The shareholding pattern of PEPL (Face value INR 10 each) as at March 31, 2020 is as

under:

Name of the Shareholder	No. of shares % of holding
Omna Enterprises LLP	2,99,999	77.72%
Mr. A. P. Rao, Nominee of Omna Enterprises LLP	1	0.00%
Samja Mauritius Limited, Mauritius	85,986	22.28%
Total	3,85,986	100.00

Page 2 of 7 Fortress Capital Management Services Pvt. Ltd. r1N

1.4 In this regard Valuer was appointed to recommend the share exchange ratio in connection with the proposed amalgamation of PEPL with SCL under a Scheme of Amalgamation.
1.5 Accordingly, we have been appointed in the capacity of SEBI Registered Category I Merchant Banker to give a fairness opinion on the share exchange ratio recommended by Valuer in connection with the proposed amalgamation of PEPL with SCL under the Scheme of Amalgamation to comply with SEBI Guidlines.
1.6 The information contained in our report herein is confidential. It is intended only for the sole use of captioned purpose including for obtaining the requisite statutory approvals.

2. SOURCES OF INFORMATION

For the purposes of this exercise, we have relied upon the following sources of information:

(a) Draft Scheme of Amalgamation between SCL and PEPL under section 230 to 232 of the Companies Act, 2013.
(b) Management Certified Financial Statements for PEPL for FY 2019 20
(c) Report dated May 18, 2020 issued by Valuer.
(d) Such other information and explanations as we required and which have been provided by the management of SCL, PEPL and Valuer.

3. EXCLUSIONS AND LIMITATIONS

3.1 Our conclusion is based on the information furnished to us being complete and accurate in all material respects.
3 .2 We have been represented by the Management of the Companies that the Companies have clear and valid title of assets. No investigation on SCL / PEPL claim to title of assets has been made and their claim to such rights has been assumed to be valid.

Page 3 of 7

Fortress Capital Management Services Pvt. Ltd. rnJ . i=:,. • ,• , •,,11,·, ,11,1;-,,1_ ,,::.,,ib

Sona Ii ~:'.1:h·t:: Sa nas ~t):~~~~~

60

>~< F.ORTRESS

3 .3 Our work does not constitute verification of historical financials or including the working results of the Companies referred to in this report. Accordingly, we are unable to and do not express an opinion on the fairness or accuracy of any financial information ref erred to in this report.
3.4 Our opinion is not intended to and does not constitute a recommendation to any shareholders as to how such shareholder should vote or act in connection with the Scheme or any matter related therein.
3.5 The fee for the engagement and this report is not contingent upon the results reported.
3.6 Our liability (statutory or otherwise) for any economic loss or damage arising out of the rendering this Opinion shall be limited to amount of fees received for rendering this Opinion as per our engagement.
1. 7 Our opinion is not, nor should it be construed as our opining or certifying the compliance of the proposed amalgamation with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising thereon.
3.8 Any person / party intending to provide finance/ divest/ invest in the shares / convertible instruments / business of the Companies shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision.
3.9 This Fairness Opinion ("Opinion") is issued on the understanding that the Management has drawn our attention to all the matters, which they are aware of concerning the financial position of the Companies and any other matter, which may have an impact on the Opinion including any significant changes that have taken place or are likely to take place in the financial position of the Companies. Events and transactions occurring after the date of this Opinion may affect the opinion and assumptions used in preparing it and we do not assume any obligation to update, revise or reaffinn this Fairness Opinion.
3.10 We do not express any opinion as to the price at which shares of the Company may trade at any time, including subsequent to the date of this opinion.
3.11 This Fairness Opinion has been issued for the sole purpose to facilitate the Companies to comply with SEBI (Listing Obligations and Discloeure Requirements) Regulations, 2015

Page 4 of 7

Fortress Capital Management Services Pvt. Ltd. c1N

Sonali , '.-c -: Sanas - •.

61

and SEBI Circular No. CFD/DIL3/CIR/2017 /21 dated March l 0, 2017 it shall not be valid for any other purpose and should not be copied or reproduced without obtaining our prior written approval for any purpose other than the purpose for which it is prepared. In no event, regardless of whether consent has been provided, shall we assume any responsibility to any third party to whom the report is disclosed or otherwise made available ..

3.12 Fortress nor its directors, managers, employees make any representation or wairnnty, express or implied, as to the accuracy, reasonableness or completeness of the information, based on which the fairness opinion is provided. All such parties expressly disclaim any and all liability for/or based on or relating to any such information contained in the fairness opm10n.

4. BASIS FOR SHARE EXCHANGE RATIO

4.1 As on date PEPL holds 13,538,370 equity shares of Rs. 10 each fully paid up of SCL. As per the Scheme of Amalgamation upon Amalgamation of PEPL into SCL, the entire shareholding of PEPL in SCL will be cancelled and the shareholders of PEPL would be issued same number of shares of SCL which they own on the effective date of the proposed amalgamation indirectly through their holding in PEPL. Pursuant to the Amalgamation, there would be no change in the paid-up capital of SCL. As mentioned above, postamalgamation the shareholders of PEPL will hold the same number of shares as PEPL holds in SCL.
4.2 Upon the Scheme becoming effective, there is no additional consideration being discharged under the Scheme except same number of shares of SCL being issued to the shareholders of PEPL in lieu of shares held by PEPL in SCL (which will get cancelled). Thus, for every fresh issue of share of SCL to the shareholders of PEPL, there is a corresponding cancellation of an existing SCL share as held by PEPL. Also, there would be no change in the aggregate promoters' shareholding in SCL and it shall not affect the interest of other shareholders of SCL.
4.3 The management / shareholders of PEPL have given an undertaking that the costs, fees, charges, taxes including duties, levies and all other expenses (including stamp duties payable on issue of new shares) in relation to the proposed amalgamation ~=~

Page 5 of 7

Fortress Capital Management Services Pvt. Ltd. r.11\1 . F.,'·;, 1•,,ri;,1,11.w ,1_:,4~1:11·-

by PEPL. Further in the event PEPL is unable to bear any such expenses due to lack of sufficient funds (including cash / bank balance and liquid investment) in PEPL, the shareholders of PEPL will bear such expenses. Thus, SCL will not bear any expenses pursuant to the amalgamation.

4.4 Further, we understand that the shareholders of PEPL shall indemnify and hold harmless SCL and its directors, officers, representatives, partners, employees and agentsfor losses, liabilities, costs, charges, expenses (whether or not resulting from third party claims), including those paid or suffered pursuant to any actions, proceedings, claims and including interests and penalties discharged by SCL which may devolve on SCL on account of proposed amalgamation of PEPL with SCL but would not have been payable by SCL otherwise, in the form and manner as may be agreed amongst SCL and the shareholders of PEPL. Thus, SCL will not bear any loss, liabilities, cost, charges and expenses due to any such disputes or litigations pursuant to the amalgamation.

5. CONCLUSION

5.1 Based on the above the Valuer has recommended the following share exchange ratio:

On the basis of the foregoing and based on the information and explanation provided to us, in our opinion, considering that all the shareholders of PEPL are and will, upon Amalgamation, remain ultimate beneficial owners in SCL in the same ratio (inter-se) as they hold shares prior to the Amalgamation and that the interest of other shareholders in SCL remains unaffected, share exchange ratio recommended by Valuer is fair and reasonable.

Page 6 of 7

Fortress Capital Management Services Pvt. Ltd. rnJ .01·;• ;',1tic_1.¹¹ .1H ,.:~,•n ·:

Sonali -·~~· ... : Sanas .· "~.~i:,

Thanking you,

Yours faithfully,

For Fortress Capital Management Services Pvt. Ltd.

Authorized Signatory

Place: Mumbai

SEBI Registration No.: INM0000l 1146

Certified to be true copy For Saurashtra Cement Limited

Sonali Sanas Sr. Vice President (Legal) & Company Secretary Sonal i Sanas

Page 7 of 7

Fortress Capital Management Services Pvt. Ltd. r.1N ^u e7 , ;,01,1H;:,0041-1,c14ot1b

Saurashtra Cement Limited

Corporate Office N K Mehl!l International House, 2nd Floor, 178 Backbey Reclamation, Mumbai 400 020 T +91 22 6636 6444 F +91 22 6636 5445 E [email protected] CIN : L26941GJ1956PLC000640

Complaint report as per SEBI Circular dated 10th March 2017

Part A Format for Report on Complaints

Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchanges / SEBI	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	Not applicable
5.	Number of complaints pending	Not applicable

Sr.No.	Name of Complaint	Date of I Complaint	Status I (Resolved/Pending)
1.	Not applicable

For Saurashtra Cement Limited

Sonali Sanas Digitally signed by Sonali Sanas Date: 2020.08.04 12:43:59 +05'30'

Sonali Sanas Sr. Vice President (Legal) & Company Secretary

Dated : 4th August 2020

Regd. Office & Works N- Railway Station, Ranavav 360 560 Gujarat, India

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

• I l

DCS/AMAL/PB/R37/1787/2020-21 "E-Letter" September 18, 2020

The Company Secretary,

Saurashtra Cement Limited Near Railway Station, Porbandar, Ranavav , Gujarat, 360560

Sir,

Sub: Observation letter regarding the Draft Scheme of Amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited

We are in receipt of the Draft Scheme of Amalgamation of Saurashtra Cement Limited and their respective shareholders and creditors filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated September 18, 2020 has inter alia given the following comment(s) on the draft scheme of arrangement:

There are no business operations in the transferor company, Parsec Enterprises Pvt Limited and hence no synergy would result from the amalgamation per se.
"Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges."
"Company shall duly comply with various provisions of the Circular."
"Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."
"It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its 'No adverse observation' at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon'ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange's representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

sd/-

Nitinkumar Pujari Senior Manager

Saurashtra Cement Limited Corporate Office

Annexure F

^NK Mehta International House, 2nd Floor, 178 Backbay Reclamation. Mumbai 400 020 T +91 22 6636 5444 F +91 22 6636 5445 E [email protected] GIN: L26941GJ1956PLC000840

Report of the Board of Director. on effect of the Scheme

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF SAURASHTRA CEMENT LIMITED AT ITS MEETING HELD ON 18TH MAY 2020 THROUGH VIDEO CONFERENCE EXPLAINING EFFECT OF THE SCHEME ON EACH CLASS OF SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS, NON-PROMOTER SHAREHOLDERS, LAYING OUT IN PARTICULAR THE SHARE ENTITLEMENT RA TIO

The amalgamation of Parsec Enterprises Private Limited ('Parsec' or 'the Transferor Company') with Saurashtra Cement Limited ('SCL' or 'the Transferee Company' or 'the Company'), through a Scheme of Amalgamation ('the Scheme') under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof) and enabling clauses of the Memorandum of Association of the Company and subject to the requisite approvals and sanction of the National Company Law Tribunal, Ahrnedabad Bench ('NCLT") or such other competent authority as may be applicable and subject to the approval of shareholders and / or creditors of the Company, Central Government, or such other competent authority as may be directed by the NCLT, has been approved by the Board of Directors in its meeting held on 18th May 2020.

The Transferor Company is a Promoter Group Company of the Transferee Company. Pursuant to the Scheme, the Transferee Company shall, without any application, act or deed, issue and allot equity shares, credited as fully paid up, to the extent indicated below, to the members of the Transferor Company holding fully paid-up equity shares of the Transferor Company and whose names appear in the register of members of the Transferor Company as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company ^ITransferee Company in the following proportion: " 1,35,38,370 fully paid up equity share of Rs.JOI- each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion of their holding in the Transferor Company "(New Equity Shares).

Further, the investment held by the Transferor Company in the equity share capital of the Transferee Company shall, without any further application, act, instrument or deed stand cancelled and the shares held by the Transferor Company in dematerialized form shall be extinguished, on and from such issue and allotment of New Equity Shares.

The Transferor Company is a promoter group company holding. 19.47% stake in the

Regd. Office & Works Near Railway Station, Ranavav 360 560 Gujarat, India

As per Section 232(2)(c) of the Companies Act, 2013, a report adopted by the Directors explaining the effect of compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties. The said report is required to be circulated to the members of the Company along with the notice for convening the meeting of the members and/or the creditors, as may be required, to be ordered by the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCLT"). This report of the Board is accordingly being made in pursuant to the requirement of Section 232(2)( c) of the Act.

The following documents were also perused by the Board :

1. Draft Scheme as recommended by the Audit Committee of the Board of Directors of the Company and Report of the Audit Committee thereon;
1. Valuation Report dated 13th May 2020 by M/s.SSPA & Co, Chartered Accountants, Registered Valuers recommending Fair Share Exchange Ratio; and
1. Fairness Report dated 13th May 2020 by Mis.Fortress Capital Management Services Private Limited, a Category I Merchant Banker giving fairness opinion on Share Exchange Ratio.

Proposed Scheme of Amalgamation:

I. The Board noted the objective and the benefits of the Scheme which inter-alia, are as follows:

The principal advantages and benefits of the proposed Scheme are as follows:-

a) The Transferor Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company into the Transferee Company. By amalgamation, there will be reduction in administrative management and compliance cost.
b) Synergies of operations would be achieved, through effective coordination and better control over the activities would allow optimum utilization of resources, ultimately resulting into better profitability for the Transferee Company.
c) The benefits of combined resources, assets and cash flows would enhance capability of the Transferee Company to face competition effectively.
d) Pooling of financial resources and unfettered access to cash flows generated by the combined business would enable the Transferee Company to deploy funds in organic and inorganic growth opportunities and in capital expenditure.
e) Cost savings are expected from more focused operational efforts, rationalization, standardization of business processes, elimination of duplication of work/ functions and rationalization of administrative expenses.
t) The Scheme shall be beneficial to and in the best interest of the shareholders, creditors and employees of the Transferor Companies and Transferee Company, public at large and all concerned.

. .. 3

IL Pursuant to the Scheme, the entire business and the whole of the undertaking of the Transferor Companies shall be transferred to and shall vest in the Transferee Company with effect from the Appointed Date, viz. 1 April 2020 or such other date as the National Company Law Tribunal, Ahmedabad Bench may direct or approve under the relevant provisions of the Act.

Effect of the Scheme of amalgamation on equity shareholders (promoter and nonpromoter shareholders) of SCL:

a) Upon amalgamation of the Transferor Company into the Transferee Company in terms of the Scheme, the Transferee Company shall, without any application, act or deed, issue and allot new equity shares, to the extent indicated below, to the members of the Transferor Company holding fully paid-up equity shares of the Transferor Company and whose names appear in the register of members of the Transferor Company as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company I Transferee Company in the following proportion: "1,35,38,370 fully paid up equity share of Rs. JOI- each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion of their holding in the Transferor Company" (New Equity Shares)
b) The investment held by the Transferor Company in the equity share capital of the Company shall, without any further application, act, instrument or deed stand cancelled and the shares held by the Transferor Company in dematerialized form shall be extinguished, on and from such issue and allotment of New Equity Shares.
c) Thus, the Scheme provides for issuing exactly same number of shares to the shareholders of the Transferor Company in proportion to their holding in Transferor Company (i.e.1,35,38,370 equity shares of the face value ofRs.10/- each fully paid-up) in the Company and shall rank pari passu in all respects, including dividend with the existing equity shares of Transferee Company.
d) The promoter group shareholding in the Company will continue to remain same i.e. 73.48%, post amalgamation. Further the public shareholding of the Company will continue to remain same i.e. 26.52%, post amalgamation. All cost, charges and expense relating to the Scheme would be borne by the Transferor Company.
e) Existing equity shares held by the Transferor Company (i.e. 1,35,38,370 equity shares of the face value ofRs.10/- each fully paid up) representing 19.47% of the total paid up capital of the Company shall stand cancelled, without any further application, act, instrument or deed, upon this Scheme effective.
f) The new equity shares of the Company to be issued to the Shareholders of the Transferor Company will be listed for trading on the stock ex hange where the shares of the Company are listed.

...4

Effect of the Scheme of Amalgamation on Directors and Key Managerial personnel of SCL:

1. The Scheme is not expected to have any effect on the directors and key managerial personnel of the Company. Further, no change in the Board of Directors of the Company is envisaged on account of the Scheme.
1. The directors holding the shares of the Company do not have any other interest in the Scheme otherwise than that as shareholders in general.
1. There will be no adverse effect of the said Scheme on the equity shareholders (the only class of shareholders), key managerial personnel, promoters and non-promoter shareholders of the Company.

Dated: 1 sth May 2020

For the Shareholders of Parsec Enterprises Private Limited This Document consists of 11 printed pages December 21, 2020

Applicable Information in the format specified for Abridged Prospectus (as provided in Part D of Schedule VIII of the SEBI (ICDR) Regulations, 2009).

This document contains information pertaining to unlisted entity involved in the proposed Scheme of Amalgamation between Parsec Enterprises Private Limited ("Parsec" or the "Transferor Company") and Saurashtra Cement Limited ("SCL" or the "Transferee Company") and their respective shareholders ("Scheme") in terms of requirements specified in SEBI Circular CFD/DIL3/CIR/2017/21 dated 10th March, 2017 ("SEBI Circular"). Equity shares of the Transferee Company are already listed on BSE Limited. ("BSE"). Pursuant to the Scheme there is no issue of equity shares to public at large except to the existing shareholders of the Transferor Company. The equity shares to be issued would be listed BSE under Regulation 19 of Securities Contracts (Regulation) Rules, 1957. Therefore the requirement of GID (General Information Document) is not applicable and this abridged prospectus be read accordingly.

PARSEC ENTERPRISES PRIVATE LIMITED

Registered Office: B-402, 4th Floor, Pelican House, Ashram Road Gujarat Chamber Of Commerce Compound, Ashram Road, Ahmedabad - 380009

Corporate Office: N.K. Mehta International House, Babubhai Chinai Road, 178 Backbay Reclamation, Mumbai - 400 020 Contact Person: Mr. Arun M. Fadia Tel.: 022-66365444 / 9323580016 E-mail: [email protected] CIN: U51900GJ2014PTC108162

PROMOTERS OF THE TRANSFEROR COMPANY OMNA ENTERPRISES LLP AND MEHTA INVESTMENTS MAURITIUS LIMITED (ERSTWHILE SAMJA MAURITIUS LIMITED)*

DETAILS OF THE SCHEME

(i) Relationship between the companies under the Scheme.

Parsec Enterprises Private Limited (Transferor Company) is a promoter group company of Saurashtra Cement Limited (Transferee Company) and is holding 1,35,38,670 equity shares of Rs10/- each in Saurashtra Cement Limited representing about 19.44% of the total paid up share capital as on 30.9.2020.

(ii) Brief Particulars of the Scheme.

In terms of the Scheme, It is proposed to amalgamate the Transferor Company into the Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Companies viz. the promoter group of the Transferor Companies (who are also part of the promoter group of the Transferee Company) shall directly hold shares in the Transferee Company.

The details with respect to meeting of the shareholders (e-Voting) of the Transferee Company as convened in accordance with Sections 230 to 232 of the Companies Act, 2013 and e-Voting required as per SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 where the Scheme would be placed before the shareholders will be published in two newspapers as may be directed by the National Company Law Tribunal ("NCLT"), Ahmedabad Bench having jurisdiction over the Transferee Company.

DETAILS ABOUT THE BASIS FOR THE SHARE EXCHANGE RATIO IN ACCORDANCE WITH THE PROPOSED SCHEME IS PROVIDED IN THE MERGER REPORT AND FAIRNESS OPINION REPORT WILL BE AVAILABLE ON THE WEBSITES OF THE TRANSFEREE COMPANY AND THE STOCK EXCHANGE.

* The name of Samja Mauritius Limited has been changed to Mehta Investments Mauritius Limited with effect from 29th October, 2020.

1 | Page

ELIGIBILITY

In compliance with SEBI Circular No. CFD/DIL3/CIR/CIR/2017/21 dated March 10, 2017 and in accordance with the Abridged Prospectus as provided in Part D of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, to the extent applicable;
The equity shares sought to be listed are proposed to be allotted by the Transferee Company to the shareholders of the Transferor Company, pursuant to a Scheme to be sanctioned by the jurisdictional NCLT(s) under Sections 230 to 232 of the Companies Act, 2013;
The percentage of shareholding of pre-scheme public shareholders of the listed entity (Transferee Company in the present case) and the Qualified Institutional Buyers (QIBs) of the unlisted entity (Transferor Company in the present case), in the post scheme shareholding pattern of the "merged" company shall not be less than 25%.
The merged entity i.e. the Transferee Company will not issue/reissue any shares not covered under the Draft Scheme; except that there are ESOP's outstanding under the approved ESOP scheme of the company (Saurashtra Employee Stock Option Scheme "ESOS 2017") and the company will continue to issue shares under the approved ESOP scheme to such employees who shall exercise ESOPs in accordance with the Scheme. The in-principle approval for the scheme was being granted by the BSE Ltd
Except as disclosed in this Abridged Prospectus, as on date of application, there are no outstanding, warrants/instruments/agreements which gives right to any person to acquire equity shares in the Transferee Company at any future date To the extent such convertible instruments are stipulated in the Scheme, the percentage referred above shall be computed after giving effect to the consequent increase of capital on account of conversion outstanding as well as on the assumption that the options outstanding, if any, to subscribe for additional capital will be exercised; and
The shares of the Transferee Company issued in lieu of the locked-in shares of the Transferor Company will be subject to lock-in for the remaining period, if any.

INDICATIVE TIMETABLE

This Abridged Prospectus is filed pursuant to the Scheme, and is not an offer to public at large. Given that the Scheme requires approval of various regulatory authorities including and primarily, the jurisdictional NCLT(s), the time frame cannot be established with certainty. However in general, it may take 5 to 6 months after the Shareholders meeting.

COMPANY'S ABSOLUTE RESPONSIBILITY

The Transferor Company, having made all reasonable inquiries, accepts responsibility for and confirms that the Abridged Prospectus contains all information with regard to the Transferor Company and the Transferee Company and the Scheme, which is material in the context of this Scheme, that the information contained in the Abridged Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes the Abridged Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

GENERAL RISKS

Not Applicable as the proposed offer is not for public at large.

LISTING

The Equity Shares offered through the Scheme are proposed to be listed on the BSE Limited, ("BSE"). For the purposes of the Scheme, the Designated Stock Exchange is BSE Limited.

PRICE INFORMATION OF LEAD MANAGER

Price Information Not Applicable

Since the proposed issue is not to public shareholders but to the shareholders of the Transferor Company pursuant to Scheme between the Transferor Company and the Transferee Company

Names of Lead Manager and contact details:	Name of Statutory Auditor:
Fortress Capital Management Services Pvt. Ltd.	Mr. Tushar J. Shah,
Daryanagar House 2nd Floor,	Chartered Accountant,
69, Maharishi Karve Road,	601, 6th floor, Vasanti Smruti Co.op Housing Society,
Marine Lines,	Nanda Patkar Road,
Mumbai 400002.	Vile Parle (East)
[email protected]	Mumbai 400 057,
+ 91 22 22007973 / 74	[email protected]
	+91 98212 28234

3 | Page

	INDEX
Sr. No.	Content	Page
1	Promoters of the Transferor Company	5
2	Business Model/Business Overview and Strategy	5
3	Directors of the Transferor Company	7
4	Rationale of the Scheme	8
5	Shareholding Pattern of the Transferor Company as on September 30, 2020	9
6	Financials Snapshot	9
7	Basis of Issue Price	9
8	Internal Risk Factors	10
9	Other Regulatory and Statutory Disclosures	10
10	Summary of Outstanding Litigation, Claims, Regulatory Action of the Transferor Company	11
11	Declaration	11

PROMOTERS OF THE TRANSFEROR COMPANY

Omna Enterprises LLP ("Omna LLP") is a limited liability partnership registered under the Limited Liability Partnership Act, 2008, bearing limited liability partnership identification number AAD-7755 with its registered address at 4th Floor, N. K. Mehta International House, 178 Backbay Reclamation, Mumbai - 400 020. Omna LLP was incorporated to engage in various businesses including the business of advisory services, planning, consultancy, and project engineering. The partners of Omna LLP are Mr. Hemang D. Mehta, Mr. Jay Mehta and Mrs. Juhi Chawla Mehta. Omna LLP with its nominee is currently holding 77.72% in Parsec Enterprises Private Limited.

Mehta Investments Mauritius Limited ("MIML") (Erstwhile Samja Mauritius Limited) is a private company limited by shares registered in Republic of Mauritius on 27th October, 2009 bearing Company no.C090727 having registered office at 10th Floor, Standard Chartered Tower, 19, Cybercity, Ebene, Mauritius. MIML is engaged in global business under the Financial Services Act, 2007 and to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stocks and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company. MIML is currently holding 22.28% in Parsec Enterprises Private Limited. The name of Samja Mauritius Limited has been changed to Mehta Investments Mauritius Limited with effect from 29th October, 2020.

BUSINESS MODEL/ BUSINESS OVERVIEW AND STRATEGY

The Transferor Company was originally incorporated as Parsec Consultancy Private Limited pursuant to the certificate of incorporation dated March 10, 2014, issued by the Registrar of Companies, Maharashtra. Subsequently, the company's name was changed to Parsec Enterprises Private Limited pursuant to certificate of incorporate change of name dated 9th May 2015 issued by the Registrar of Companies, Maharashtra.
The Transferor Company proposed to engage initially to act as an adviser / consultants relating to administration, management, investment, organization, manufacture, production etc. Subsequently, added additional object viz. Manufacture and/or deal in all kinds of Textile products including Yarn, Fabric, Readymade etc, Metals and Mineral like Cement, Steel, Coal, Bauxite, Gypsum and other bulk Commodities.

SUBSIDARIES / JOINT VENTURES / ASSOCIATE COMPANIES:

Total number of Associate Companies (to be indicated): 1 (One)

Transferor Company has one Reporting enterprise as Associate Company in which it holds 22.28% as on 30.9.2020.
Shareholding of Parsec as on September 30 , 2020

SR.		Equity Shareholding		Compulsorily Convertible Preference holding
NO.	PARTICULARS	NO OF SHARES	%	NO OF SHARES	%
A	Equity Shares
1	Omna Enterprises LLP	2,99,999	77.72%	~	~
2	Mr. A. P. Rao, Nominee of Omna Enterprises LLP	1	0.00%	~	~
3	Mehta Investments Mauritius Limited (Erstwhile Samja Mauritius Limited) Mauritius*	85,986	22.28%	~	~
	Total	3,85,986	100.00%	~	~

* The name of Samja Mauritius Limited has been changed to Mehta Investments Mauritius Limited with effect from 29th October 2020.

5 | Page

Capital Structure of Parsec:

The details of the Authorized, Issued, Subscribed and Paid-up share capital of Parsec as on September 30, 2020, is as under:

PARTICULARS	AMT. IN RUPEES
Authorized Capital
6,00,000 Equity Shares of INR 10/- each	60,00,000
Total	60,00,000
Issued, Subscribed and Paid-up Capital
3,85,986 Equity Shares of INR10/- each fully paid-up	38,59,860
Total	38,59,860

Board of Directors of Parsec:

Sr. No.	Name of the Director	Designation	DIN
1	Mr. Jay Mahendra Mehta	Director	00152072
2	Mr. Hemang D. Mehta	Director	00146580
3	Mr. Arun M. Fadia	Director	00165283

Key Managerial Person of Parsec:

Sr. No. Name of the Director/KMP I I		Designation	PAN/DIN I
		NIL

List of Promoters of Parsec:

Sr. No.	Promoter
1	Omna Enterprises LLP (Directly and through a Nominee) – 77.72%
2	Mehta Investments Mauritius Limited (Erstwhile Samja Mauritius Limited)* – 22.28%

Financial Snapshot of Subsidiaries of Parsec (Standalone): N.A.

* The name of Samja Mauritius Limited has been changed to Mehta Investments Mauritius Limited with effect from 29th October, 2020.

DIRECTORS OF THE TRANSFEROR COMPANY

1 Mr. Jay Mahendra Promoter & 11/03/2014 ~ He has over 3 decades Mehta Director (00152072) He is also a following companies. 1. Agrima Consultants International Limited. 2. Goodkarma Hospitality Pvt Ltd. 3. Mehta Private Limited. 4. Indianapoli Hospitality Pvt Ltd. 5. 6. Arclightz & Films Pvt Ltd. 7. 8. 9. Ltd. 10. Parsec Enterprises Private Limited 11. ADF Foods Limited. 2 Mr. Hemang D. Director 25/02/2019 ~ 30 years of Corporate Mehta Operational (00146580) a Director in the companies: 1. Saurashtra Cement Limited. 2. Parsec Enterprises Private Limited 3. Mehta Private Limited 4. Sonoco Agro Enterprise Pvt Ltd. 5. 6. Pvt Ltd. 7. Sonoco Investments and Trading Co. Pvt. Ltd. 8. Axis Plastics Pvt Ltd. 3 Mr. Arun M. Fadia Director 11/02/2020 ~ of experience in legal (00165283)	Sr. No.	Name of the Director & DIN	Designation	Date of Appointment	Date of expiration of current term	Experience including current / past position held in other firms
						of experience in the cement industry. He is the Executive Vice Chairman of Saurashtra Cement Limited and Gujarat Sidhee Cement Limited. Director in the Omna Exports Private Limited. Galaxy Technologies Pvt Ltd. Knight Riders Sports Pvt Ltd. Bhadra Textiles & Trading Pvt
						He is an Industrialist having over and Management experience in the Cement Industry and in Plastics & Packaging. He is following Foliage Trading Co. Pvt. Ltd. Global Cups and Consumables
Limited.						He is having more than 5 decades and secretarial. He is a Director in Agrima Consultants International

Change in Board of Directors in past 3 years is provided below:
Sr. No	Name of the Director & DIN	Date of Appointment	Date of Cessation	Reason
1.	Mr. Hemang D. Mehta (DIN: 00146580 )	25/02/2019	-	NA
2	Mr. D. N. Mehta (DIN: 00146712)	11/03/2014	27/01/2020	Expired
3.	Mr. Arun M. Fadia (DIN:00165283)	11/02/2020	-	NA

RATIONALE OF THE SCHEME

The Scheme envisages amalgamation of the Transferor Company with the Transferee Company.

The rationale for the amalgamation as provided for in the Scheme are as follows:

1. The amalgamation will result in the promoter group of the Transferor Company directly holding shares in the Transferee Company, which will lead to simplification of the shareholding structure and reduction of shareholding tiers of the Transferee Company;
1. The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company into the Transferee Company;
1. The promoters would continue to hold the same percentage of shares in the Transferee Company, pre and post the amalgamation. There would also be no change in the financial position of the Transferee Company. All cost, charges and expenses relating to the Scheme would be borne out of the assets (other than shares of the Transferee Company) of the Transferor Company. Any expense, exceeding the assets of the Transferor Company would be borne by the shareholders of the Transferor Company directly;
1. Further, the Scheme also provides that the shareholders of the Transferor Company shall indemnify the Transferee Company and keep the Transferee Company indemnified for liability, claim, demand, if any, and which may devolve on the Transferee Company on account of this amalgamation.

SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY

Sr. No.	Particulars	Pre Amalgamation Share Capital	% Holding	Post Amalgamation Share Capital	% Holding
1	Omna Enterprises LLP	2,99,999	77.72%	NIL	NIL
2	Mr. A. P. Rao, Nominee of Omna Enterprises LLP	1	0.00%	NIL	NIL
3	Mehta Investments Mauritius Limited (Erstwhile Samja Mauritius Limited) Mauritius*	85,986	22.28%	NIL	NIL
	Total	3,85,986	100.00%	NIL	NIL

Shareholding Pattern as on September 30, 2020

Sale or Purchase/Subscription of Transferor Company's securities by Promoter(s)/Promoter group/Director(s) within three years immediately preceding the date of registering the offer document with the Registrar of Companies which in aggregate is equal to or greater than 1% of pre-issue capital of the Transferor Company: NIL

* The name of Samja Mauritius Limited has been changed to Mehta Investment Mauritius Limited with effect from 29th October, 2020.

FINANCIAL SNAPSHOT OF THE TRANSFEROR COMPANY
	Amounts in INR Lakhs UNAUDITED AUDITED
STANDALONE	FY 2021 (6 months)	FY2020	FY2019	FY2018	FY2017	FY2016
Revenue from operations (net)	-	-	218.53	610.65	651.95	1,441.31
Net Profit/ (Loss) before tax and extraordinary items	(10.72)	235.99	135.55	140.79	31.36	6.51
Net Profit/ (Loss) after tax and extraordinary items	(10.72)	235.99	135.51	139.33	29.72	4.49
Equity share capital	38.60	38.60	38.60	38.60	38.60	30.00
Reserves & Surplus	1314.78	1,732.71	1,617.70	1,482.19	1,342.86	3.65
Net worth	1353.38	1,771.31	1,656.30	1,520.79	1,381.46	33.65
Basic earnings per share (INR)	(2.78)	61.14	35.11	36.10	9.47	1.50
Diluted earnings per share (INR)	(2.78)	61.14	35.11	36.10	9.47	1.50
Return on net worth (%)	-0.80%	13.3%	8.2%	9.2%	2.2%	13.3%
Net asset value/Book value per share (INR) Notes:	350.93	458.91	429.11	394.00	357.90	11.22

Net worth has been determined in accordance with Section 2(57) of the Companies Act, 2013. As per the provision, net worth means the aggregate value of the paid-up share capital in all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, right/back of depreciation and amalgamation.

BASIS OF ISSUE PRICE

The Board of Directors of the Transferee Company approved the proposed Scheme which envisages amalgamation of the Transferor Company with itself under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, as may be applicable, as a result of which the shareholders of the Transferor Company shall hold shares in the Transferee Company.

SSPA & Co., Chartered Accountants ("SSPA" or the "Valuer") has issued a valuation report ("Valuation Report") and recommend a fair equity share entitlement ratio for the proposed amalgamation of the Transferor Company into the Transferee Company. As per the Valuation Report dated 18th May 2020 the Valuer has recommended a fair equity share entitlement ratio as follows:

1,35,38,370 fully paid up equity shares of the face value of INR 10 each of the Transferee Company for fully paidup of Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of Transferor Company in the proportion of their holding in Transferor Company."(hereinafter referred to as the "Share Exchange Ratio").

INTERNAL RISK FACTORS

(i) The Scheme is subject to (i) receipt of Observation Letter/ No-objection Letter from the Stock Exchange(s) on the draft Scheme; (ii) approval of shareholders of the Transferor Company and the Transferee Company; (iii) approval from the applicable Regulatory Authorities; (iv) sanction by the jurisdictional NCLT(s) in accordance with Section 230 to 232 of the Companies Act, 2013; and (iv) receipt of in-principle and final approvals from the Stock Exchanges for listing and trading of the Equity Shares issued by the Transferee Company pursuant to the Scheme. In case, any of these approvals or sanctions are not received, the proposed Scheme will not be Effective.
(ii) Pursuant to the Scheme, the Transferee Company cannot assure that it will successfully foray in or continue to be profitable in its business. Any inability to effectively develop and operate its business may have an adverse impact on the Transferee Company's financial condition and results of operation.
(iii) The efforts of Transferee Company in relation to integrating Transferor Company, pursuant to the Scheme becoming Effective, is based on prevailing market conditions and it may not yield timely or effective results at all, which may affect its financial condition and results of operations. The Transferee Company's failure to derive anticipated synergies could expose it to potential risks.
(iv) Changes in regulatory environment in which the Transferee Company operates could have a material adverse effect on its business, financial condition, result of operations, prospects as the same is an evolving matter and subject to changes. Such changes may adversely affect its business, results of operations and prospects, to the extent that the Transferee Company is unable to suitably respond to and comply with any changes in applicable law and policy.

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the issue - The Scheme was approved by the Board of Directors of the Company in their meeting held on 18th May 2020. The same is subject to the approval from the SEBI, Shareholders, Stock Exchanges, applicable Regulatory Authorities and jurisdictional NCLT(s).

Expert opinion obtained, if any - Valuation Report and Fairness Opinion

Material Contracts and Documents for Inspection:

1. Memorandum and Articles of Association of the Transferor Company
1. Financial statements and shareholding pattern of the Transferor Company
1. Scheme of Amalgamation
1. Valuation Report and Fairness Opinion for the proposed Scheme
1. Net-worth Certificate of the Transferor Company pre and post Scheme

Time and Place of Inspection of material contracts - Copies of the abovementioned contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of Transferor Company situated at B-402, 4th Floor, Pelican House, Ashram Road Gujarat Chamber Of Commerce Compound, Ashram Road, Ahmedabad - 380009 between 10 a.m. and 5 p.m. on all working days from the date of this Abridged Prospectus until the listing approval.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION OF TRANSFEROR COMPANY

(A) Total number of outstanding litigations against the Transferor Company and amount involved NIL
(B) Brief details of top 5 material outstanding litigations against the Transferor Company and amount involved NIL
(C) Regulatory Action, if any disciplinary action taken by SEBI or stock exchanges against the Promoters / Group companies of the Transferor Company in last 5 financial years including outstanding action, if any NIL
(D) Brief details of outstanding criminal proceedings against Promoters of Transferor Company NIL

10 | Page

DECLARATION BY THE TRANSFEROR COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Abridged Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in this Abridged Prospectus are true and correct.

Based on the undertaking provided by the Transferee Company, we undertake that at any given time, there shall be only one denomination for the equity shares of the Transferee Company and the Transferee Company shall comply with such disclosure and accounting norms specified by the Board from time to time.

For PARSEC ENTERPRISES PRIVATE LIMITED

Sd/-

DIRECTOR

Place: Mumbai

Date: December 21, 2020

11 | Page

	Name of the Equity Shareholders

	Registered Address

	Email ID
	Folio No. / DP ID & Client ID

	I/We, being the Equity Shareholder (s) of Saurashtra Cement Limited, hereby appoint :
A.	Name :
	Address :

	E-mail id :
	Signature; or failing him/her
B.	Name :
	Address :

	E-mail id :
	Signature; or failing him/her
C.	Name :
	Address :

	E-mail id :
	Signature;

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the meeting of the Equity Shareholders of the Company convened pursuant to an Order dated 8th December 2020 of Hon'ble National Company Law Tribunal, Ahmedabad Bench, to be held on Friday, 5th February 2021 at 11.30 a.m at the Registered Office of the Company, Near Railway Station, Ranavav-360560, Dist: Porbandar, Gujarat and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No	Special Resolution		Vote (Optional) (Please put a (√) mark
		For	Against
1.	Approval of the Scheme of Amalgamation between Parsec Enterprises Private Limited ('Transferor Company') with Saurashtra Cement Limited ('Transferee Company') and their respective shareholders and pursuant to the provisions of Sections 230-232 other relevant provisions of the Companies Act, 2013 and rules there under.

Affix Revenue Stamp of

□ Re.1

Signed this_____day of____________2021

Signature of the Equity Shareholder(s) _____________________Signature of the Proxy holder(s)____________________

Note:

1. Please affix a revenue stamp not less than Re.1 before putting in the signature.
1. Proxy need not be an Equity shareholder of the Company.
1. The Proxy Form in order to be effective shall be duly filled in and signed by the Equity Shareholders (s) across Revenue Stamp and should reach the Company's Registered Office at least 48 hours before the commencement of the meeting (i.e. on Friday, 5th February 2021 at 11.30 a.m).
1. Corporate Equity Shareholders intending to send their authorised representative(s) to attend the meeting are requested to send a certified copy of the Board resolution authorizing their representative(s) to attend and vote on their behalf at the meeting.
1. No person shall be appointed as a Proxy who is a minor.

SAURASHTRA CEMENT LIMITED

(CIN : L26941GJ1956PLC000840) Registered Office: Near Railway Station, Ranavav 360 560 (Gujarat) Phone:02801-235001, 02801-304200, Fax: 02801-304376 E-Mail: [email protected] Website: www.saurashtracementlimited.com

ATTENDANCE SLIP

MEETING OF THE EQUITY SHAREHOLDERS OF THE COMPANY CONVENED BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH ON

Friday, 5th February 2021 at 11.30 a.m.

Name and Address of the Shareholder/s ....................................................................................................................

............................................................................................................................................................................ Authorized Representative/Proxy Holder.....................................................................................................................

Folio No./DP ID & Client ID ......................................................................................................................................

I/We, certify that I/we am/are the Equity Shareholder / proxy/ authorized representative for the Equity Shareholder/s of the Company

I/We hereby record my /or presence at the meeting of the Equity Shareholders of the Company convened pursuant to an Order dated 8th December 2020 of Hon'ble National Company Law Tribunal, Ahmedabad Bench at the Registered Office of the Company, Near Railway Station, Ranavav 360 560, Dist: Porbandar, Gujarat, India on Friday, 5th February 2021 at 11.30 a.m.

Name of Equity Shareholder/Proxy (Block Letters).........................................................................................................

Signature of the Equity Shareholder / Proxy ..............................................................................................................

Notes:

1. Only Equity Shareholders would be allowed to attend the meeting. No Minors would be allowed at the meeting.
1. The Equity Shareholder/s, Proxy Holder or the Authorized Representative attending the meeting must bring this attendance slip to the meeting and hand over at the entrance duly signed for admission to the meeting hall.
1. The Equity Shareholder/s, Proxy Holder or the Authorized Representative are requested to bring their copy of notice of reference at the Meeting.
1. The authorised representative of a body corporate which is an Equity Shareholder of the Company must bring a certified true copy of the Resolution of the board meeting authorizing such representative to attend and vote at the said meeting.

ROUTE MAP OF THE VENUE

NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH AHMEDABAD Court 2

CA(CAA) 76/NCLT/AHM/2020

Coram: HON'BLE Ms. MANORAMA KU MARI, MEMBER JUDICIAL HON'BLE Mr. CHOCKALINGAM THIRUNAVUKKARASU, MEMBER TECHNICAL

ATTENDANCE-CUM-ORDER SHEET OF THE HEARING OF AHMEDABAD BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL ON 08.12.2020

Name of the Company: Parsec Enterprise Pvt Ltd Saurashtra Cement Ltd

Section 230-232 of the Companies Act, 2013

S.NO. NAME (CAPITAL LETTERS) DESIGNATION REPRESENTATION SIGNATURE

ORDER

(Through Video Conferencing)

Advocate, Ms. Dharmishtha Raval is present on behalf of the petitioner.

The order is pronounced in the open court, vide separate sheet.

CHOCKALINGAM THIRUN VUKKARASU MEMBER (TECHNICAL)

MANORAMA KUMARI MEMBER (JUDICIAL)

Dated this the 8th day of December, 2020.

NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH

COMPANY APPLICATION (CAA.) NO. 76 OF 2020

In the matter of:

Parsec Enterprises Private Limited

(CIN:U51900GJ2014PTC108162),

a company incorporated under the Companies Act, 1956 and having its registered office at B-402, Pelican House, Gujarat .Chamber of Commerce Compound, Ashram Road, Gujarat

... Applicant Transferor Company

Saurashtra Cement Limited ·

(CIN: L26941GJ1956PLC000840),

a company incorporated under the Companies Act, 1956 and having its registered office Near Railway Station, Ranavav 360 560, Tal: Ranavav. Dist: Porbandar Gujarat

... Applicant Transferee Co~pany

Order delivered on 8th December 2020

Coram: Hon'ble Ms. ManoramaKumari, Member (J) Hon'ble Mr. ChockolingamThirunavukkarasu, Member (T)

Appearance: Ms. Dharmishta N. Raval, along with Mrs. Kalpana K Raval are present for the Applicant Companies.

ORDER

[Per: Hon'ble Ms. Manorama Kumari {Judicial)]

1. The instant application is filed by Parsec Enterprises Private Limited and Saurashtra Cement Limited (hereinafter jointly referred to as the

COMPANY APPLICATION (CAA.) NO. 76 OF 2020

Applicant Companies) have preferred this application under sections 230-232 of the Companies Act, 2013 (hereinafter referred to as 'the Act') read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 (hereinafter referred to as 'the rules'). By this application, the Applicant Transferor Company is seeking dispensation of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors, and Applicant Transferee Company is seeking dispensation of Secured Creditors and appropriate directions for holding and convening of meeting of Equity Shareholders and Unsecured Creditors in respect of the Scheme of Amalgamation of Parsec Enterprises Private Limited ("The Transferor Company") with Saurashtra Cement Limited ("The Transferee Company") and their respective Shareholders and Creditors ('the Scheme'), with effect from the Appointed Date on the agreed terms and conditions as set out in the Scheme annexed at ANNEXURE - F, in accordance with Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Act.

2. It is submitted that the rational is to amalgamate the Applicant Transferor Company into the Applicant Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Company viz. the promoter group of the Transferor Company (who are also part of the promoter group of the Transferee Company) shall directly hold shares in the Transferee Company and the following benefits shall, inter alia, accrue to the Companies:
To reduce the overlaps and administration and the managerial cost.
The amalgamation will result in the promoter group of the Transferor Company directly holding shares in the Transferee Company, which will lead to simplification of the shareholding structure and reduction of shareholding tiers of the' Transferee Company.
The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step

towards such rationalization, it is proposed to merge the Transferor Company into the Transferee Company.

The promoters would . continue to hold the same percentage of shares in the Transferee Company, pre- and post-the amalgamation. There would also be no change in the financial position of the Transferee Company. All cost, charges and expenses relating to the Scheme would be borne out of the assets ( other than shares of the Transferee Company) of the Transferor Company. Any expense, exceeding the assets of the Transferor Company would be borne by the shareholders of the Transferor Company directly.
Further, the Scheme also provides that the shareholders of the Transferor Company shall indemnify the Transferee Company and keep the Transferee Company indemnified for liability, claim, demand, if any, and which may devolve on the Transferee Company on account of this amalgamation.
3. The Board of Directors of both the Applicant Companies in their respective Board meeting held on 18th May 2020 passed a resolution approving the proposed Scheme as placed before the Board. Copies of the Board Resolutions are annexed with the application as Annexure E (Colly.). The Applicant Companies have filed their audited balance sheet as on 31st March 2020 and same are annexed with the application. The Applicant Companies have also filed their Unaudited Financial Statement as on 30th June 2020 and same are annexed with the application. The Applicant Companies have also annexed certificate issued by their respective Statutory Audito_rs as Annexure - G certifying compliance with Section 133 of the Companies Act, 2013.
4. The Applicant Companies have submitted that there are no investigation or proceedings against the Applicant Companies under Section 210 to 226 of the Companies Act, 2013 are pending.

5. It is fut1her submitted by the applicant companies that the provisions of the Competition Act, 2002 are not applicable in the present case. Hence, no notice is required to be served to the Competition Commission of India.
6. It is further submitted that the Transferee Company is a manufacturing Company and 100% FDI is allowed under automatic route in all manufacturing companies as per the Consolidated Policy on FDI of the Government of India and no approval under the FEMA is required. Further there will be no in-flow or out-flow of capital on approval of Scheme of Amalgamation. Hence no notice is required to be issued to the RBI.
7. The Applic_ant Transferor Company has stated that there are 3 Equity Shareholders in the Applicant Transferor Company. The list of Equity Shareholders as certified by the Chartered Accountant is produced at Annexure J with the Application. The Applicant Transferor Company has filed original consent affidavits of all the Equity Shareholders vide Annexure K (Colly) with the Application.
8. The Applicant Transferor Company has stated that there are no Secured and Unsecured Creditors in the Applicant Transferor Company. The Chartered Accountant Certificate certifying the number of Secured and Unsecured Creditors is produced at Annexure L with the Application.
9. The Applicant Transferee Company has stated that there are 12,162 Equity Shareholders in the Applicant Transferee Company as on 30th September 2020. The list of Equity Shareholders as certified by the Chartered Accountant is produced at Annexure M with the Application. The Applicant Transferee Company is seeking appropriate directions for holding and convening meeting of the Equity Shareholders of the Applicant Transferee Company.
10. The Applicant Transferee Company has stated that there are 4 Secured Creditors in the Applicant Transferee Company. The Chartered Accountant Certificate certifying the number of Secured Creditors is produced at Annexure O with the Application. The Applicant Transferee Company has filed original consent Affidavits of 2 Secured Creditors representing 93.18% of the total outstanding debt.
11. The Applicant Transferee Company has stated that as on 30th September 2020 there are 2,588 Unsecured Creditors amounting to Rs. 58,22,35,278/-. in the Applicant Transferee Company. The list of Unsecured Creditors as certified by the Chartered Accountant is produced at Annexure Q with the Application. The Applicant Transferee Company is seeking appropriate directions for holding and convening meeting of the Unsecured Creditors of the Applicant Transferee Company.
12. Having heard the Learned Advocate Ms. Dharmishta Raval for the Applicant Companies and also perused the application, documents annexed therein. This Tribunal passes the following orders:
1. The meeting of Equity Shareholders of the Applicant Transferor Company is dispensed with in view of filing of the consent by way of an affidavit.
1. There are no Secured and Unsecured Creditors of Applicant Transferor Company hence holding of meeting and/or dispensation does not arise at all.
1. The meeting of the Equity Shareholders of the Applicant Transferee Company as on 30th November 2020 shall be convened and held on the 5th day of February 2021 at 11 :30 A.M. in case of a physical meeting at the Registered Office of the Company at Ranavav-Gujarat for the purpose of considering

and, if thought fit, approving with or without modifications the proposed Scheme.

1v. The meeting of the Secured Creditors of the Applicant Transferee Company is dispensed with in view of filing of consent by way of an affidavit.
v. The meeting of the Unsecured Creditors of the Applicant Transferee Company as per the list of the unsecured creditors on the 30th November shall be convened and held on the 5th day of February 2021 at 3 :30 P.M. in case of a physical meeting at the Registered Office of the Transferee Company at Ranavav - Gujarat for the purpose of considering and, if thought fit, approving with or without modifications the proposed Scheme.
v1. The Applicant Transferee Company being a listed public limited company, 1s governed by the SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and is required to provide the facility of e-voting to its shareholders.
v11. In view of the recent circulars of Ministry of Corporate Affairs; viz. Circular No. 14 of 2020 dated 8th April 2020, Circular No. 17 of 2020 dated 13th April 2020 and Circular No. 20 of 2020 dated 5th May 2020, the meetings of Equity Shareholders and Unsecured creditors of the Applicant Transferee Company shall be convened and conducted through video conferencing or other Audio Visual Means or other means as may be permitted under law . The Applicant Transferee Company shall appoint agencies as mandated by law.
v111. At least one month before by 5th of January 2021 i.e. the date of the aforesaid meeting, an advertisement about convening of the said meeting, indicating the day, date, place and time, as

COMPANY APPLICATION (CAA.) NO. 76 OF 2020

aforesaid, shall be published in Business Standard English daily, Mumbai and Ahmedabad, Edition and a Gujarati translation thereof in J ai Hind Rajkot Edition. The publication shall indicate the time within which copies of scheme shall be made available to the concerned persons free of charge from the registered office of the Applicant Transferee Company. The publication shall also indicate that the statement required to be furnished pursuant to Section 102 of the Act read with Sections230 to 232 of the Act and the prescribed form of proxy can be obtained free of charge at the registered office of the Applicant Transferee Company in accordance with second proviso to sub-section (3) of Section 23 0 arid Rule 7 of the Companies (CAA) Rules, 2016.

1x. In addition, at least one month before the date of the meeting of the Equity Shareholders and Unsecured Creditors to be held as aforesaid, a notice convening the said meeting, indicating the day, date, place and time, as aforesaid, together with a copy of the scheme, a copy of statement required to be furnished pursuant to Section 102 of the Act read with Sections 230 to 232 and Rule 6 of the Companies (CAA) Rules, shall be sent to each of the Equity Shareholders and Unsecured Creditors of the Applicant Transferee Company at their respective registered or last known addresses either by Registered post or Speed Post/Airmail or E-Mail or by Courier or by Hand Delivery. The Notices shall be sent to the Equity Shareholders and Unsecured Creditors of the Applicant Transferee Company with reference to the list of the persons appearing on the record of the Applicant Transferee Company as on 30th November 2020 .However, the shareholders who are members on the record date fixed by the company will only be entitled to vote at the equity shareholders meeting.

x. Shri Ravi Kapoor and, in his absence Mr. Trupal Kumar Patel, and in his absence Shri Niren Morlidhar N agri shall be the Chairman/Chairperson of the aforesaid meetings of the equity shareholders and unsecured creditors to be held on 5th February 2021 and in respect of any adjournment thereof.
x1. Mr. Sachin Ahuja of Mis Sachin Ahuja & Associates, and in his absence , Ms. Ragini Chokshi of Mis Ragini Chokshi & Co is appointed as the Scrutinizer for the aforesaid meetings of the equity shareholders and unsecured creditors of the Applicant Transferee Company.
xu. The Chairman or Chairperson appointed for the aforesaid meetings shall issue the advertisements and send out the notices of the meeting referred to above. The Chairman/Chairperson is free to avail the services of the Applicant Transferee Company or any agency for carrying out the aforesaid directions.
xm. The Chairman or Chairperson shall have all powers under the Articles of Association of the Applicant Transferee Company and also under the Rules in relation to the conduct of meetings, including for deciding any procedural questions that may arise at the meetings or adjoumment(s) to the aforesaid scheme or resolution, if any, proposed at the aforesaid meeting by any person( s) and to ascertain the decision of the sense of the meeting of the Unsecured Creditors by polling paper/ballot.
xiv. It is however clarified that in view of para A (x) of the MCA Circular No. 14/2020 dated 8th April 2020, that in case of meeting through video conference or other audio visual means, the voting through Proxy shall not be permitted. However, voting through Authorized Representative is permitted.
xv. The quorum for the meeting of the Equity Shareholders and Unsecured Creditors shall be 30. Further if the quorum is not present within half-an hour from the time appointed for holding a meeting of the Applicant Transferee Company present shall be the quorum.
xv1. The value of the Unsecured Creditors, as the case may be, shall be in accordance with the records or registers of the Applicantcompany as on 30th of November 2020 and where the entries in the records or registers are disputed, the Chairman of the meeting shall determine the number or value, as the case may be for purposes of the meeting.
xv11. The Chairman/Chairperson to file an affidavit of not less than 7(seven) days before the date fixed for the holding of the meetings and to report to this Tribunal that the directions regarding issuance of notices and advertis~ment of the meeting has been duly complied with as per Rule 12 of the Companies (CAA) Rules, 2016.
xv111. It is further ordered that the Chairman or the Chairperson shall report to this Tribunal on the result of the meeting in From No.CAA.4, verified by his affidavit, as per Rule 14 of the Companies (CAA) Rules, 2016 in from No. CAA.4 within seven days.
13. In compliance of sub-section (5) of Section 230 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Applicant Companies shall send a notice in Form No.CAA.3 along with disclosures mentioned under Rule 6, to (i) the Central Government through the Regional Director, North Western Region, (ii) the Registrar of Companies, Gujarat, (iii) the Income Tax authorities concerned and (iv) Official Liquidator, stating that representations, if

COMPANY APPLICATION (CAA.) NO. 76 OF 2020

any, to be made by them shall be made within a period of 30 days from the date of receipt of such notice, failing which it shall be presumed . that they have no objection to make on the proposed Scheme. The said notices shall be sent forthwith by registered post or by speed post or by courier or by hand delivery or by an email at the office of the authority as required by sub-rule (2) of Rule 8 of the Companies (CAA) Rules, 2016. The aforesaid authorities, who desire to make any representation under sub-section (5) of Section 230, shall send the same to the Tribunal within a period of 30 days from the date of receipt of such notice, failing which it will be deemed that they have no representation to make on the proposed arrangement'.

14. This Company Application is allowed and disposed of accordingly.

Mr.~

THIRUNAVUKKARASU MEMBER (TECHNICAL)

Ms. MANORAMA ~ KUMARI MEMBER (JUDICIAL)

AI assistant

Saurashtra Cement Limited — Proxy Solicitation & Information Statement 2020

61847_rns_2020-12-23_bb343526-ab46-4c44-aaa3-7a19986f5fee.pdf

Saurashtra Cement Limited Corporate Office

Sub: Notice of the meeting of the Equity shareholders of Saurashtra Cement Limited convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Ahmedabad Bench

Form No. CAA3

NOTICE TO CENTRAL GOVERNMENT, REGULATORY AUTHORITIES

Enclosures:

SAURASHTRA CEMENT LIMITED

INDEX

Form CAA2

COMPANY SCHEME APPLICATION NO. CA(CAA) NO.76 OF 2020

In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013;

In the matter of Scheme of Amalgamation of Parsec Enterprises Private Limited with Saurashtra Cement Limited and their respective shareholders

SAURASHTRA CEMENT LIMITED .............APPLICANT COMPANY

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY

Registered Office:

NOTES:

9. Shares of the Company are compulsorily required to be traded in demat form. If you have not dematerialized your shares, you are requested to get the shares dematerialized at the earliest in your own interest.

10. Voting by Members:

G. Instructions for Remote e-voting:

Step 1 : Log-in to NSDL e-voting system

Step 2 : Cast your vote electronically on NSDL e-voting system

H. General Guidelines for shareholders:

I. Instructions for Postal Ballot:

11. Declaration of Results on the Resolution:

Registered Office:

Before the National Company Law Tribunal, Ahmedabad Bench

COMPANY SCHEME APPLICATION NO. CA(CAA) NO.76 OF 2020

And

In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013;

EXPLANATORY STATEMENT UNDER SECTION 230(3) OF THE COMPANIES ACT, 2013 READ WITH SECTION 102 OF THE COMPANIES ACT, 2013 FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF SAURASHTRA CEMENT LIMITED CONVENED AS PER THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

VII. BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME IS AS UNDER:

Saurashtra Cement Limited ('the Transferee Company' or 'SCL' or 'the Company)

Parsec Enterprises Private Limited ('the Transferor Company' or 'Parsec')

VIII. RATIONALE OF THE SCHEME:

IX. SALIENT FEATURES GIVEN HEREUNDER FORMS PART OF THE SCHEME:

" 5. Consideration:

6. Cancellation of equity shares of the Transferee Company held by the Transferor Company:

7. Accounting Treatment:

8. Combination of Authorised Share Capital:

9. Conduct of business till effective date:

10. Employees:

11. Legal proceedings:

12. Contracts, Deeds, etc.:

13. Indemnity by shareholders of Transferor Company:

14. Saving of concluded transactions:

15. Dissolution of the Transferor Company:

X. RELATIONSHIP BETWEEN THE TRANSFEROR COMPANY AND THE TRANSFEREE COMPANY:

XI. APPROVALS:

XII. CAPITAL STRUCTURE PRE AND POST AMALGAMATION:

PRE AND POST AMALGAMATION SHAREHOLDING PATTERN

XIII. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

XIV. GENERAL:

Registered Office:

SCHEME OF AMALGAMATION

PARSEC ENTERPRISES PRIVATE LIMITED ("THE

TRANSFEROR COMPANY")

WITH

SAURASHTRA CEMENT LIMITED ("THE TRANSFEREE

COMPANY")

AND

THEIR RESPECTIVE SHAREHOLDERS & CREDITORS

PREAMBLE

RATIONALE FOR THE SCHEME

PARTS OF THE SCHEME:

1. DEFINITIONS

2. DATE OF TAKING EFFECT AND OPERATIVE DATE

3. SHARE CAPITAL

PART B - AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

4TRANSFER AND VESTING OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

5 CONSIDERATION

6CANCELLATION OF EQUITY SHARES OF THE TRANSFEREE COMPANY HELD BY THE TRANSFEROR COMPANY

7 ACCOUNTING TREATMENT

8 COMBINATION OF AUTHORISED SHARE CAPITAL

9. CONDUCT OF BUSINESS TILL EFFECTIVE DA TE

10 EMPLOYEES

11 LEGAL PROCEEDINGS

12 CONTRACTS, DEEDS, ETC.

13 INDEMNITY BY SHAREHOLDERS OF TRANSFEROR COMPANY

Saurashtra Cement Limited Proxy Solicitation & Information Statement 2020

⁴TRANSFER AND VESTING OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

⁶CANCELLATION OF EQUITY SHARES OF THE TRANSFEREE COMPANY HELD BY THE TRANSFEROR COMPANY