bheema cements limited information memorandum | bse

BHEEMA CEMENTS LIMITED

INFORMATION MEMORANDUM

INFORMATION MEMORANDUM FOR REVOCATION OF SUSPENSION OF

TRADING AND LISTING OF 3,26,10,001 EQUITY SHARES OF RS.10/- EACH

CIN : L26942TG1978PLC002315

WEBSITE : https://bheemacements.net/

INVESTORS EMAIL ID : [email protected]

REGISTERED OFFICE

# 6-3-652/C/A, Flat 5A, Kautilya Amrutha Estates, Somajiguda, Hyderabad, Telangana-500082.

FACTORY

Ramapuram Village, Mellachervu Mandal, Nalgonda District, Telangana,- 508206

REGISTRAR & TRANSFER AGENTS

M/s Aarthi Consultants Private Limited,

Registered office at 1-2-285, Domalguda, Hyderabad - 500 029

STATUTORY AUDITORS

M/s. P Murali & Co., Chartered Accountants

# 6-3-655/2/3, Somajiguda, Hyderabad-500082

BHEEMA CEMENTS LIMITED Information Memorandum

BACKGROUND

The Company was Incorporated on 21st June, 1978 in the name and style of Ckoramaandel

Cements Limited under the provisions of the Companies Act, 1956 and rules framed thereunder

and the Certificate of Commencement of Business was obtained on 11th September 1978.

The Company was listed on 17th September 1986.

The name of the Company was changed from Ckoramaandel Cements Ltd to Bheema Cements

Limited in the year 2008.

GENERAL RISK

Investment in equity and equity related securities involved a degree of risk and investors should

not invest in the equity shares of Bheema Cements Limited (“the Company”) unless they can

afford to take the risk of losing their investment. Investors are advised to read the Risk Factors

carefully before taking an investment decision in the shares of the Company. For taking an

investment decision, investors must rely on their own examination of the company including the

risk involved.

ABSOLUTE RESPONSIBILITY OF THE COMPANY

Bheema Cements Limited (“the Company”) having made all the responsible inquiries, accepts

responsibility for and confirms that this Information Memorandum contains all information with

regard to the Company, which is material, that the information contained in this Information

Memorandum 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 this Information Memorandum as a whole or any of

such information or expression of any such opinions or intentions misleading in any material

respect.


LISTING

3,26,10,002 Equity Shares of Rs. 10/‐ each of Bheema Cements Limited are listed on Bombay

Stock Exchange (BSE Limited). The trading in the equity shares of the Company was suspended

w.e.f. 22nd June 2015 due to penal action.

The company ran into financial troubles due to power cuts and sluggish market conditions before

state bifurcation in 2013-14. As consequence, the company could not clear sale taxes to the tune

of Rs 17.14 crore, dues of Rs 4.66 crore to Mines Department and Rs 12.60 crore to TSSPDCL

towards electricity dues. In the light of above, the cement plant was closed and non-operational

from March 4, 2014 due to disconnection of power supply by Electricity Dept. for non-payment

of bills. The company was declared as a NPA on 29th May 2014.

Thereafter, the management and control of the Company was disturbed and later in the year. The

Company entered Corporate Insolvency Liquidation Process. The Company has now complied

with the clauses of the Listing Agreement and has made an application to BSE for revocation of

suspension of trading.

The Company was not able to honour the payments of the Operational and Financial Creditors

and thereafter the same was referred to NCLT and the Corporate Insolvency Resolution Process

started against the Company.

This Information Memorandum is filed in compliance of the BSE requirements for Revocation

of Suspension of Trading of Shares. This Information Memorandum is also available for

investors on the website of the Company at www.bheemacements.net


TABLE OF CONTENT PAGE NO.

SECTION-I GENERAL Definitions, Abbreviations & Industry Related Terms 5

SECTION II – RISK FACTORS Risk Factors 7 Management Perception of Risk Factors 8

SECTION III – INTRODUCTION General Information 14 NCLT Order- Gist of approvals pertaining to share restructuring 15 Capital Structure 20 Capital Evolution 21 Profile of Promotors 23 Industry Overview 25

SECTION IV – ABOUT BHEEMA CEMENTS LIMTED Business 28 History 29 Management 30 Corporate Governance 31 Snaps of the Plant 38 Organisation Structure 41

SECTION V – FINANCIAL INFORMATION Financial Information of the Company 42 Management Discussion & Analysis 42

SECTION VI – LEGAL INFORMATION NCLT Order 46

SECTION VII – REGULATORY AND STATUTORY DISCLOSERS Disclosures 49 MOA and AOA 49 SECTION VIII – OTHER INFORMATION Material Contracts and Documents for Inspection 50 Declaration 50 FINANCIAL STATEMENTS 2020-21 Annex 1 NCLT ORDER Annex 2 MOA & AOA Annex 3


SECTION – I - GENERAL

Definitions, Abbreviations & Industry Related Terms

“The Company” or “the

Company” or “our

Company”

Bheema Cements Limited, a public limited company incorporated

under the Companies Act, 1956

“We” or “us” and “our” Refers to Bheema Cements Limited and its management team

Articles / Articles of

Association

Articles of Association of the Company

Auditors The Statutory Auditors of the Company

Board of Directors/

Board / Director

The Board of Director of Bheema Cements Limited

BSE Bombay Stock Exchange / BSE Limited

CDSL Central Depository Services (India) Limited

Companies Act/Act The Companies Act, 1956 as amended from time to time

Depository A body corporate registered under the SEBI ( Depositories &

Participant) Reg. 1996, as amended from time to time

EPS Earning per equity share

Equity Shares Equity Shares of the Company of Rs. 10/‐ each unless otherwise

specified in the context thereof

Financial Year The twelve months ending on31st March, unless otherwise stated

IBC Insolvency and Bankruptcy Code, 2016

IBBI Insolvency and Bankruptcy Board of India

Information

Memorandum

This document filed with the Stock Exchange is known as and

referred to as the Information Memorandum

I.T. Act The Income – Tax Act, 1956 as amended from time to time

NCLT National Company Law Tribunal

NCLT Order The Order dated 11th February 2020 passed by the Hon’ble NCLT

NSDL National Securities Depository Limited


Registered Office of the

Company

# 6-3-652/C/A, Flat 5A, Kautilya Amrutha Estates, Somajiguda,

Hyderabad, Telangana-500082

Resolution Plan The Resolution Plan approved by the Committee of Creditors

ROC Registrar of Companies - Telangana at Hyderabad

SEBI The Securities & Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992 as amended from

time to time

SEBI Guidelines Securities and Exchange Board of India ( Disclosures and Investors

Protection ) Guidelines , 2000 issued by Securities and Exchange

Board of India effective from January 27, 2000, as amended,

including instructions and clarifications issued by Securities and

Exchange Board of India from time to time

Ind-As Indian Accounting Standards

GOI Government of India


SECTION-II – RISK FACTORS

EXTERNAL RISK FACTORS

Economic scenario – Phases of growth in the economy are positively linked to cement

company growth.

Cost structure and competitiveness – There isn’t much that cement companies can do

regarding cost structure because the margins are less to begin with. Cost advantages are

usually due to companies having access to a cheaper power source, a quality limestone

reserve, or being close to bigger markets.

Legal, regulatory, and environmental scenario – The cement industry is affected by

regulatory norms. This is prominent in developed countries where environmental issues are

more stringent. This adds to the companies’ costs.

Technological advancement – A disruptive innovation can give the innovating company an

advantage. For example, when companies moved from the wet manufacturing process to

the dry manufacturing process, there was a cost savings of 5%–10% of the overall cost

structure.

Changes in demand leading to changes in pricing and/or industry structure with top-3

positions in 80% of its markets, and that it trades in clinker, cement and other products to

take advantage of shifting demand between countries.

Ever changing political situations in the demographics

The cement industry is associated with significant negative externalities, notably high CO2

emissions. By 2030 it will reduce net CO2/tonne of cement by 40% compared to 1990

levels, and advocates a carbon price, while increasingly aiming the business towards

sustainable products and solutions

High Risk of Hazards in the Cement manufacturing process

INTERNAL RISK FACTORS

The Promoters of the Company have around 15 years of experience in power plant, heavy

engineering equipment etc and have entered cement industry for the first time.


Plant had stopped their operation in 2014. All the approvals for restarting the operations

are to be renewed/ obtained.

Maintenance of the plant is reported to be done during stoppage of the plant for the last 6

years. The plant can be made operational within a period of 6 months after overhauling,

oiling/greasing and replacement of required parts like idlers, belts, bearings, roofing etc.

Ever increasing the logistic and fright cost.

Shortage of fuel in the Country.

Major raw material is Lime stone. BCL was holding 3 mining leases for Limestone in

Ramapuram and Vepalamadhavaram Villages of Mellacheruvu Mandal, Suryapet District.

The lenders may insist upon the company to take adequate insurance cover for insurable

Force Majeure risks.

Process optimisation as the plant is not operational for a period of ~6 years

MANAGEMENT PERCEPTION OF RISK FACTORS

India is the second largest producer of cement in the world. It accounts for more than 7% of the

global installed capacity. India has a lot of potential for development in the infrastructure and

construction sector and the cement sector is expected to largely benefit from it. Some of the

recent initiatives, such as development of 98 smart cities, is expected to provide a major boost to

the sector.

Cement production reached 329 million tonnes (MT) in FY20 and is projected to reach 381 MT

by FY22. However, the consumption stood at 327 MT in FY20 and will reach 379 MT by FY22.

The cement production capacity is estimated to touch 550 MT by 2020. As India has a high

quantity and quality of limestone deposits through-out the country, the cement industry promises

huge potential for growth.

As per Crisil Ratings, the Indian cement industry is likely to add ~80 million tonnes (MT)

capacity by FY24, the highest since the last 10 years, driven by increasing spending on housing

and infrastructure activities.


The new management representing Fortuna Group with rich and diverse backgrounds in core

Engineering and Manufacturing sector are fully resolved to restore the plant to its former glory.

Presently the control of the company has been handed over to us and work is underway in line to

commence commercial production form early November this year.

Execution Strategy:

An immaculate execution strategy to revive the plant in record time and operate at the best

industry standards

Three phase revival strategy to restoration of the grinding plant, development of mine and

clinker facility and moving on to capacity addition in line with our growth strategy

Addition of latest engineering innovations to the existing line of machinery to operate at

one of the lowest cost of productions in the Industry and increased capacity

Industry veterans with a combined experience of over 150 years are part of the revival and

restoration team.

Financial Engineering by experts to keep the cost of capital at the lowest and ensure

sufficient working capital to sustain our operationalization plan for the factory.

The management is thankful for the support offered by the Government of Telangana in the

revival stage and is certain that the Company shall face a turnaround by the end of next fiscal.

Railway Siding can be developed very easily into the plant with railway bridge less than

onekilometer away from the packing plant. Due to NCLT revival, likely incentives from the

Government, such as power concession of Rs.2/Unit for 5 years, and SGST reimbursement for a

period of 10 years are possible, which allows us to use that leverage in pricing to gain market

share quickly in the Southern states.

Over 400 acres of lands owned by the company and another 300 acres of lands leased to the

company. Grade of the limestone is very good with 92% lime content allowing us to manufacture

high-grade cements


On successful Completion of the restoration work, the Company can start the commercial

production by procuring Clinker from outside which can be sourced locally or imported based on

international freights at a rate of around 2200-2500 TPD

310 acres off 394 acres of land owned by the plant have been updated in the latest digital land

records portal. After updation of the balance records as well, aerial survey and mapping of lands

along with a physical fence shall be taken up to prevent any encroachments.

CURRENT DEVELOPMENTS TO ADDRESS THE INTERNAL RISKS AND

OPERATIONALIZE THE PLANT:

Overhauling of the grinding andpacking plant has started

Critical spares ordered

Gear Boxes opened and motors arebeing mechanically run

Blowers are turned on

Instrumentation OEM’s in place

Expecting trial production in next30 to 45 days.

Power connection to be restored

Off the 394 acres owned by the plant, 310 acres alreadyupdated in Dharani portal (Govt.

official online andrecord database)

Mining License Renewals for existing 3 Licenses of430 acres and conversion of PL1

(provisional lease) foradditional 237 aces adjacent to the plant in progress.

Government GO approving the incentive package of Rs2 concession per unit for 5 years a

and SGST reimbursement for 5 years.

Temporary BIS registration for OPC 43 and 53 Gr grades applied

All other necessary approvals from state govt through Single Window Clearance

All necessary approvals required for the plant to run asa going concern or all approvals

which were in place before CIRP shall be deemed to be granted after NCLT order

In order to help private sector companies, thrive in the industry, the Government has been

approving their investment schemes. Some of the initiatives taken by the Government off late are

as below:


In October 2021, Prime Minister, Mr. Narendra Modi, launched the ‘PM Gati Shakti -

National Master Plan (NMP)’ for multimodal connectivity. Gati Shakti will bring synergy

to create a world-class, seamless multimodal transport network in India. This will boost the

demand for cement in the future.

In July 2021, the government established a council of 25 members (comprising UltraTech

Cement MD Mr. K C Jhanwar, Dalmia Bharat Group CMD Mr. Puneet Dalmia) for the

cement industry to reduce waste, achieve maximum production, enhance quality, reduce

costs and encourage standardisation of products.

In Union Budget 2021-22, the Government of India extended benefits, under Section 80-

IBA of the Income Tax Act, until March 31, 2021, to promote affordable rental housing in

India.

In the next 10 years, India could become the main exporter of clinker and gray cement to the

Middle East, Africa, and other developing nations of the world. Cement plants near the ports, for

instance the plants in Gujarat and Visakhapatnam, will have an added advantage for export and

will logistically be well armed to face stiff competition from cement plants in the interior of the

country. India’s cement production capacity is expected to reach 550 MT by 2025.

Due to the increasing demand in various sectors such as housing, commercial construction and

industrial construction, cement industry is expected to reach 550-600 million tonnes per annum

(MTPA) by the year 2025. A number of foreign players are also expected to enter the cement

sector owing to the profit margins and steady demand.


Cement production reached 329 million tonnes (MT) in FY20 and is projected to reach 381 MT by

FY22. However, the consumption stood at 327 MT in FY20 and will reach 379 MT by FY22. The

cement production capacity is estimated to touch 550 MT by 2020. As India has a high quantity and

quality of limestone deposits through-out the country, the cement industry promises huge potential

for growth.


SECTION -III – INTRODUCTION

GENERAL INFORMATION


Cements Ltd and the Certificate of Commencement of Business was obtained on 11th September

1978. The name of the Company was changed from Ckoramaandel Cements Ltd to Bheema

Cements Limited in the year 2008.

Bheema Cements Limited has been in the cement industry for over 2 decades with Cement Plant

located in Ramapuram Village, Nalgonda District Telangana. It has its own captive mines

adjacent to the factory with proven reserves of 80 million tons. The Plant is 15 KM from NH-9

on Hyderabad – Vijayawada Highway. The nearest railway station is Jaggayapet on the

Hyderabad Nadikudi line. The existing railway line from Jaggayapeta is being extended to

Miryalaguda via Ramapuram near the plant giving access to rail transport.

The Company was listed on 17th September 1986 and was suspended on 22nd June 2015 due to

penal reasons.

The company ran into financial troubles due to power cuts and sluggish market conditions before

state bifurcation in 2013-14. As consequence, the company could not clear sale taxes to the tune

of Rs 17.14 crore, dues of Rs 4.66 crore to Mines Department and Rs 12.60 crore to TSSPDCL

towards electricity dues.

In the light of above, the cement plant was closed and non-operational from March 4, 2014 due

to disconnection of power supply by Electricity Dept. for non-payment of bills. The company

was declared as a NPA on 29th May 2014.

The Company was not able to honour the payments of the Operational and Financial Creditors

and thereafter the same was referred to NCLT and the Corporate Insolvency Resolution Process

started against the Company.


NCLT APPROVAL

The Hon’ble National Company Law Tribunal, Hyderabad Bench-I, passed a NCLT Order

approving the Resolution Plan for revival of Bheema Cements Limited (“the Company”) in

favour of the Consortium of Fortuna Engi Tech Structural (India) Private Limited and Mr.

Prasanna Sai Raghuveer Kandula and Mr. Tadimalla Rajakishore (Promotors of Fortuna).

Gist of NCLT approved Resolution Plan

The NCLT Order came into effect on 11th February 2020. The gist of the approved resolution

plan, relevant to the subject matter is listed hereunder:

1. Prior to the approval of the Resolution Plan, the shareholding pattern of the Company was as

follows:

Class of Shares N/o of

Shares

Face

Value

Paid-up

Capital (Rs)

Equity 28138930 10 28,13,89,300

6.00% Cumulative Non Convertible Non

Participative Redeemable Preference Shares

1247000 100 12,47,00,000

0% Cumulative Non Convertible Non


1492559 100 14,92,55,900

Equity Shares-Pending for Listing 169040 10 16,90,400

Total Paid-up 55,70,35,600

2. As per Clause 7.4 (d) and 7.4(e) of the Resolution Plan, all liabilities or obligation of the

Company, whether admitted or not, due or contingent, asserted or unasserted, crystallised or

uncrystallised, present or future, of the Company, in relation to the period prior to the

effective date, shall stand permanently extinguished and at no point the company shall be

liable in relation thereto.


3. As per sub-clause iii of Clause 8 of the Resolution plan “the issued share capital of Rs.

55,70,35,600/- of the Company shall be reduced to 2 equity shares of Rs. 10/- without any

consideration, to the existing shareholders adhering to the provisions of Companies Act

2013 and SEBI Act.

4. The shareholding pattern of the Company post capital reduction was proposed as follows:


Shares

Face

Value

Paid-up

Capital (Rs)

Promotor Group 1 10 10

Public and Individual 1 10 10

Total Paid-up 2 10 20

5. Soon after the Resolution Plan was approved vide NCLT order dated 11.02.2021 the

Company reduced the Capital from the issued share capital of Rs. 55,70,35,600/- to 2 equity

shares of Rs. 10/- and the same was updated with the MCA 21 Directory.

6. Further as per the NCLT Approved Resolution Plan, post reduction of the Capital of the

Company to 2 equity shares of Rs. 10/- each, and as per the Clause 3(iv)(B): The resolution

applicant will subscribed to 3 crore equity shares of Corporate Debtor of Rs. 30 Crores (Rs.

10 per shares, fully paid-up). The secured financial creditor’s part of the dues will be

converted to equity shares to the extent of 8% percent of the total first time subscribed. The

revised structure as per the NCLT order to be as follows:

S.

No.

Name of the Secured Financial

Creditor

Share Capital (In

Cr.)

No. of Shares (IN

lakhs

1. Resolution applicants 30 300

2. JMF Asset Restructuring Company

Limited

2.436 24.360

3. Corporation Bank 0.174 1.740

TOTAL 32.610 326.100


In adherence to the NCLT Order, the Board of Directors of the Company have made following

allotments from the end of financial year 2019-20 till date:

S.No Date of Allotment Number of Equity Shares (of Rs. 10/-

each) Allotted

Category of Allottees

1. 18.06.2020 200,00,000 Promotor Group 2. 18.06.2020 17,40,000 Public 3. 31.03.2021 100,00,000 Promotor Group 4. 31.03.2021 8,70,000 Public

Pre and Post number of shares

Class of Shares Pre Post No. of Shares

Face Value

Paid-up Capital (Rs)

No. of Shares

Equity 28307970 10 28,30,79,700 2 6.00% Cumulative Non Convertible Non Participative Redeemable Preference Shares

1247000 100 12,47,00,000

0

0% Cumulative Non Convertible Non Participative Redeemable Preference Shares

1492559 100 14,92,55,900 0


No. of Equity Shares held by the promotors Pre and Post approval of the NCLT Approved

Resolution plan as on 11th February 2020 (“Record Date”)

Category Pre

Post

Number of

Shareholders

Number

of Shares

Number of

Shareholde

r

Number

of Shares

A) Promoter 13 17614586 1 1

B) Public 2437 10693384 1 1

C) Non-Promoter Non-Public

C1) Shares underlying DR’s - - - -

C2) Shares held by Employee Trust - - - -

Total 2450 28307970 2 2


Current Shareholding pattern of the Company:

Shareholding

pattern as on

31.12.2021

No of

Shares

% of

total

shares

No. of

shares in

demat

% of

demat

No of

shares

pledged

% of

shares

pledged

Promotor and

promotor group

30000001 92 30000001 100 0 0

Public

Shareholding

2610001 8 2610001 100 0 0

Shares held by

custodians

against DRs

issued by the

Company

0 0 0 0 0 0

Total 32610002 100 32610002 100 0 0

Prohibition by SEBI

The Company, its Directors, its Promoters, other companies promoted by the promoters and

companies with which the Company’s Directors are associated as Directors have not been

prohibited from accessing the capital markets under any order or direction passed by SEBI.

Caution

The Company accepts no responsibility for statements made otherwise than in the Information

Memorandum or any other material issued by or at the instance of the Company hereafter and

any one placing reliance on any other source of information would be doing so at his or her own

risk.


The Company shall make all information available to the public and investors at large and no

selective or additional information would be available for a section of the investors in any

manner.

The Company would like to caution the investors that the prices of our equity shares may

fluctuate after revocation of suspension in trading and listing due to a wide variety of factors,

including volatility in Indian and global security markets, our operational performance, financial

results and capacity expansion, development in India’s economic environment, Government

policies, particularly in respect of textile sector & changes in India’s laws and regulations

impacting our business. There is no assurance that an active trading market for our equity shares

will develop or be sustained after listing.

Disclaimer Clause of the BSE

As required a copy of this Information Memorandum has been submitted to BSE. BSE shall on

compliance of the listing conditions, grant listing approval for the equity shares.

The BSE dose not in any manner:

Warrant, certify or endorse the correctness or completeness of any of the contents of this

information Memorandum; or

Warrant that this Company’s securities will be Listed or will continue to be listed on the

BSE; or

Take any responsibility for the financial or other soundness of this Company, its

promoters, its management or any scheme or project of this Company; and it should not for

any reason be deemed or construed to mean that this Information Memorandum has been

cleared or approved by BSE. Every person who desires to purchase for or otherwise

acquire any securities of this Company may do so pursuant to independent inquiry,

investigation and analysis and shall not have any claim against the BSE whatsoever by

reason of any loss which may be suffered by such person consequent to or in connection

with such purchase/acquisition whether by reason of anything stated or omitted to be stated

herein or for any other reason whatsoever.


Filling

A copy of this Information Memorandum has been filed with BSE in due compliance with the

BSE requirements.

CAPITAL STRUCTURE

• Authorized Capital

The Authorised Capital of the Company is Rs. 75,00,00,000 consisting of 7,50,00,000 Equity

Shares of Rs. 10/‐ each .

• Issued, Subscribed and Paid up Capital

The Issued, Subscribed and Paid-up Capital of the Company is Rs. 32,61,00,020/- consisting of

3,26,10,002 Equity Shares of Rs. 10/‐ each.

Dematerialization of Shares

The Company has established connectivity with National Securities Depository Limited (NSDL)

and Central Depository Services (India) Limited (CDSL) with activated ISIN ‐ INE333H01020,

the shareholders have option to dematerialize their shares with CDSL as well as NSDL.

Bankers

HDFC Bank Limited

Corporation Bank Limited

Statutory Auditors

M/s. P Murali & Co., Chartered Accountants

# 6-3-655/2/3, Somajiguda, Hyderabad-500082


Registrar & Transfer Agents

M/s Aarthi Consultants Private Limited,

Registered office at 1-2-285, Domalguda, Hyderabad - 500 029.

Factory

Ramapuram Village, Mellachervu Mandal, Nalgonda District, Telangana,- 508206

Registered Office

# 6-3-652/C/A, Flat 5A, Kautilya Amrutha Estates, Somajiguda, Hyderabad, Telangana-500082.

E-mail: [email protected]

CAPITAL EVOLUTION

From Year -

To Year

Class

Of

Share

Authorized

Capital

(Crores)

Issued

Capital

(Crores)

Paid Up

Shares (Nos)

Paid Up

Face

Value

Paid Up

Capital

(Crores)

31.03.2021 Equity

Shares 75 32.61 32.61 10 32.61

18.06.2020 Equity

Shares 75 20.17 20.17 10 20.17

11.02.2020 Equity

Share 75 0.0000002 0.0000002 10 0.0000002

On 11th February 2020, the NCLT passed an order approving the Resolution Plan of the

Resolution Applicants and extinguished the entire issued capital to 2 shares of INR 10/- each

2014 - 2015 Equity

Share 42 28.31 2,83,07,970 10 28.31

2013 - 2014 Equity

Share 42 28.31 2,83,07,970 10 28.31

2012 - 2013 Equity 42 28.12 2,81,15,789 10 28.12


Share

2011 - 2012 Equity

Share 42 27.84 2,78,37,969 10 27.84

2010 - 2011 Equity

Share 33 26.48 2,64,80,617 10 26.48

2009 - 2010 Equity

Share 33 26.48 2,64,80,617 10 26.48

2008 - 2009 Equity

Share 33 26.48 2,64,80,617 10 26.48

2007 - 2008 Equity

Share 33 22.28 2,22,83,827 10 22.28

2006 - 2007 Equity

Share 33 8.10 81,03,210 10 8.10

Details of top 10 Shareholders

S.No Name of the Shareholder Number of

Shares

held

Face

Value

(INR)

% of total

capital

1 Prasanna Sai Raghuveer Kandula 15625000 10/- 47.92

2 Tadimalla Rajakishore 3000000 9.20

3 Fortuna Cements Private Limited 9200000 28.21

4 Fortuna Engi Tech & Structurals (India) Private

Limited

2175001 6.67

5 JMF Asset Reconstruction Company Limited 2436001 7.47

6 Corporation Bank 174000 0.53

As on date of this Information Memorandum, there are no outstanding warrants, options or rights

to convert debentures, loans or other instruments into equity shares of the Company.


There shall be only one denomination for Equity Shares of the Company, subject to applicable

regulations and the Company shall comply with such disclosure and accounting norms specified

by SEBI, from time to time.

The Company has 6 members as on the filling of this Information Memorandum.

Promoters and their Experience SL. No

Name Designation Age Qualification Total Experience & Field of experience

1 Mr Kandula Prasanna Sai Raghuveer D.O.B: 09/07/1995 DIN No: 07063368 PAN No: DEFPK9313J Address: 2-29/3 FLAT - 1C, HIDEAWAY APTS, STREET NO 4, HABSIGUDA ,HYDERABAD-500007

Managing Director

25 B.Tech. Mr. Prasanna Sai Raghuveer Kandula, aged 24 years is an young entrepreneur. After a brief stint at academics in Physics, Nuclear Engineering & Business Studies at esteemed universities like Texas A&M University and Harvard University, he has taken a study break and ventured into business with multiple start-ups specialized in Business Intelligence, Artificial Intelligence, Fin Tech, etc. He has extensively travelled across the world and had the opportunity to interact with several bigwigs from the industry and is


2 Mr. Tadimalla Raja Kishore D.O.B: 16/06/1979 DIN No: 02091671 Address: 69-3a-16k, Nagavanam, Kakinada(Urban)

Director 41 B Tech Tadimalla Raja Kishore, is currently involved in the rapid growth trajectory of Fortuna Group by leveraging its rich and diverse engineering expertise into relevant industry portfolios.

Being a graduate in Mechanical Engineering in the past 15 years he has associated in Design and Manufacturing of heavy engineering equipments with esteemed international corporations namely Anpap Airlaid, Finland; Celpap & Sitta Factory, Czech Republic; Camper Machinery, Denmark; Comecart (Contruziono IVieccaniche), Italy; Global Equipment, USA etc. He is specialized in project management of heavy engineering works. Handled erection and commissioning of turbines in over 4500 MW in power-infra. He is a travel enthusiast and has travelled extensively across Europe enriching the exposure to latest technological advancements in heavy engineering

3. Mr. Kuchampudi Srinivasa Upendrasaketh Varma D.O.B: 01/10/1990 DIN No: 07087346 PAN No: DTDPK6932E Address: 50-43-8, P & T Colony, Seethammadhara, Visakhapatnam, Andhra Pradesh -530013.

Whole-Time Directo

31 Master’s degree in International Business and Bachelors (honors) in Electronics and Communicaton

Srinivasa Upendra Saketh Varma Kuchampudi, is a young and a passionate individual who has a dedicated vision towards Smart Living and has founded multiple ventures in the domain of infrastructure, electronics, education and textiles. His enthusiasm to create unique and smart user applications in the above fields has been driving his motive. Saketh has had his share of experience and education in various international markets for the past 12 years. He has been educated from the most prestigious institutions in the world with a Masters degree in International Business


INDUSTRY OVERVIEW

India is the second largest cement producer in the world and accounted for over 7% of the global

installed capacity. India’s overall cement production capacity was nearly 545 million tonnes

(MT) in FY20. Of the total capacity, 98% lies with the private sector and the rest with public

sector. The top 20 companies account for around 70% of the total cement production in India. As

India has a high quantity and quality of limestone deposits through-out the country, the cement

industry promises huge potential for growth. The demand of cement industry is expected to reach

550-600 MT per annum (MTPA) by 2025 because of the expanding demand of different sectors,

i.e., housing, commercial construction, and industrial construction.

India’s overall cement production accounted for 294.4 million tonnes (MT) in FY21 and 329

million tonnes (MT) in FY20.

India’s cement production in February 2021 increased by 7.8% compared to February 2020.

India’s overall cement production accounted for 262 million tonnes (MT) in FY21 (Till February

2021). The cement production is expected to increase by 10% to 12% and the utilization is

expected around 65% in FY22.

As per ICRA, in FY22, the cement production in India is expected to increase by ~12% YoY,

driven by rural housing demand and government’s strong focus on infrastructure development.

As per Crisil Ratings, the Indian cement industry is likely to add ~80 million tonnes (MT)

capacity by FY24, the highest since the last 10 years, driven by increasing spending on housing

and infrastructure activities.

Higher allocation for infrastructure–34.9% in roads, 8.7% in metros and 33.6% in railways in

budget estimates of FY22, over FY21, is likely to boost demand for cement. Several government

schemes such as MGNREGA, PM Garib Kalyan Rozgar Abhiyan and state-level schemes such

as Matir Srisht (West Bengal) and public work schemes (Jharkhand) have aided demand


In October 2021, Prime Minister, Mr. Narendra Modi, launched the ‘PM Gati Shakti - National

Master Plan (NMP)’ for multimodal connectivity. Gati Shakti will bring synergy to create a

world-class, seamless multimodal transport network in India. This will boost the demand for

cement in the future.

According to CLSA (institutional brokerage and investment group), the Indian cement sector is

witnessing improved demand. Key players reported by the company are ACC, Dalmia and

Ultratech Cement. In the second quarter of FY21, Indian cement companies reported a sharp

rebound in earnings and demand for the industry increased, driven by rural recovery. With the

rural markets normalising, the demand outlook remained strong. For FY21, CLSA expects a 14%

YoY increase in EBITDA in the cement market for its coverage stocks.

Growth in Infrastructure and real estate sector, post-COVID-19 pandemic, is likely to augment

the demand for cement in 2021. The industry is likely to add an ~8 MTPA capacity in cement

production. In the third quarter of FY21, Indian cement companies reported a healthy growth in

earnings and demand for the industry increased on the back of resuming construction activities

post COVID-19 lockdown imposed by the government.

A total of 210 large cement plants account for a combined installed capacity of 410 MT in the

country, whereas 350 mini cement plants make up for the rest. Of the total 210 large cement

plants in India, 77 are in the states of Andhra Pradesh, Rajasthan, and Tamil Nadu. Sale of

cement in India stood at Rs 63,771 crore (US$ 9.05 billion) in FY20. To enhance the source of

capital for infrastructure financing, Credit Guarantee Enhancement Corporation, for which

regulations have been notified by the RBI, will be set up in FY20.

In July 2021, the government established a council of 25 members (comprising UltraTech

Cement MD Mr. K C Jhanwar, Dalmia Bharat Group CMD Mr. Puneet Dalmia) for the cement

industry to reduce waste, achieve maximum production, enhance quality, reduce costs and

encourage standardisation of products.


According to the data released by Department for Promotion of Industry and Internal Trade

(DPIIT), cement and gypsum products attracted Foreign Direct Investment (FDI) worth US$

5.28 billion between April 2000 and June 2021.

As per Chemicals & Allied Products Export Promotion Council (CAPEXIL), India’s export of

cement, clinker and asbestos stood at US$ 627.7 million in FY21. India exported cement to

countries such as Sri Lanka, Nepal, the US, the UAE and Bangladesh.

The Government of India is strongly focused on infrastructure development to boost economic

growth and is aiming for 100 smart cities. The Government also intends to expand the capacity

of railways and the facilities for handling and storage to ease the transportation of cement and

reduce transportation cost. These measures would lead to an increased construction activity,

thereby boosting cement demand. The Union Budget allocated Rs. 13,750 crore (US$ 1.88

billion) and Rs. 12,294 crore (US$ 1.68 billion) for Urban Rejuvenation Mission: AMRUT and

Smart Cities Mission and Swachh Bharat Mission, respectively and Rs. 27,500 crore (US$ 3.77

billion) has been allotted under Pradhan Mantri Awas Yojana.


SECTION – IV – ABOUT BHEEMA CEMENTS LIMITED


Cements Ltd and the Certificate of Commencement of Business was obtained on 11th September

1978. The Company undertook to set up a plant for the manufacture of 66,000 tonnes per annum

of ordinary portland cement installing latest rotary kiln with four stage suspension preheater dry

process technology and other auxiliary equipment. The site for the project was located at village

Ramapuram in Koda Taluk in the Nalgonda District of Andhra Pradesh. The Company obtained

amining lease for limestone over an extent of 100 acres, etc. in Rampur village and adequate

arrangements were made to meet the requirements of water and power.

The name of the Company was changed from Ckoramaandel Cements Ltd to Bheema Cements

Limited in the year 2008.

BHEEMA CEMENTS LTD has been in the cement industry for over 2 decades with Cement

Plant located in Ramapuram Village, Nalgonda District AP Pin 508246. It has its own captive

mines adjacent to the factory with proven reserves of 80 million tons. The Plant is 15 KM from

NH-9 on Hyderabad – Vijayawada Highway. The nearest railway station is Jaggayapet on the

Hyderabad Nadikudi line. The existing railway line from Jaggayapeta is being extended to

Miryalaguda via Ramapuram near the plant giving access to rail transport.

CURRENT HIGHLIGHTS OF THE PLANT:

0.9 MTPA Cement Production Capacity which can be enhanced to 1.6 MTPA with slight

modifications to the existing line

Over 400 acres of lands owned by the company and another 300 acres of lands leased to

the company

Grade of the limestone is very good with 92% lime content allowing us to manufacture

high grade cements

Estimated limestone reserves of over 80 million tonnes sufficient for next 50 years

1.6 km conveyor system already developed to feed limestone form the mine to the plant

drastically reducing logistics cost.


Completely automated plant operations with centralised command centre

Six Stage Pre-Heater which is almost 129 meter height is erected entirely in steel with a

twin calciner for the first time in the country.

State of the art ETA Cooler from Claudius Peter, Germany has been implemented for the

first time in South India which is a fifth generation clinker cooler which enables highest

hear recuperation and increases production time availability and improves the quality

Environmental Clearance for Green Field Expansion upto 2.4 MTPA and a captive power

plant of 45 MW which can be capitalized as part of our expansion and growth strategy

Railway Siding can be developed very easily into the plant with railway bridge less than

one kilometre away form the packing plant

Due to NCLT revival, likely incentives from the Government like power concession of

Rs 2/Unit for 5 years and SGST reimbursement for a period of 5 years are possible which

shall allow us to use that leverage in pricing to gain market share quickly in the South.

List of Directors of the Company and Key Managerial Personnel

S.NO Name of the Key Managerial Personnel Designation Date of Appointment

1. Mr. Kandula Prasanna Sai Raghuveer Managing Director 11-02-2020 2. Mr. Tadimella Rajakishore Director 11-02-2020 3. Mr. Kuchampudi Srinivasa

Upendrasaketh Varma Wholetime Director 11-02-2020

4. Ms. Bhavani Lakshmi Kilaru Women Director 30-06-2021 5. Mr. Ruthwesh Argula Non-Executive Independent

Director 30-06-2021

6. Mr. Pawan Jain Non-Executive Independent Director

30-06-2021

7. Mr. Shailesh Shivappa Biradar Non-Executive Independent Director

30-06-2021

8. Mr. Ananth Ramaiah Non-Executive Independent Director

30-11-2021

9. Mrs. Uma Tadimalla CFO 16-06-2020 10. Mr. Varmavenkatasatya Suryanarayana

Rudhraraju CEO 16-06-2020

11. Mr. Anshul Singhai Company Secretary & Compliance Officer

16-06-2020

1. Company’s philosophy on corporate governance


Bheema Cements Limited to set the highest standards of Corporate Governance right from its

inception benchmarked with the best class practices across the globe. Effective Corporate

Governance is the manifestation of professional beliefs and values, which configures the

organizational values, credo and actions of its employees. The aim of "Good Corporate

Governance" is to ensure commitment of the board in managing the company in a transparent

manner for maximizing long-term value of the company for its shareholders and all other

partners. It integrates all the participants involved in a process, which is economic, and at the

same time social.The Company's core philosophy on the code of Corporate Governance is to

ensure:

• Fair and transparent business practices;

• Accountability for performance;

• Compliance of applicable statute;

• Transparent and timely disclosure of financial and management information;

• Effective management control and monitoring of executive performance by the Board; and

• Adequate representation of promoter, executive and independent directors on the Board.

Hence it harmonizes the need for a company to strike a balance at all times between the need to

enhance shareholders' wealth whilst not in any way being detrimental to the interests of the other

stakeholders in the company.

2. Board of Directors

a) Composition and Category of Directors

In terms of compliance with the regulation 17 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 “SEBI Listing Regulations, 2015”, the Company endeavour to

have an optimum combination of Executive and Non-Executive Directors to maintain the

independence of the Board and separate the functions of Governance and Management through

Board and Committees. As at March 31, 2021, the Board of Directors ("Board") comprises of


three Directors, of which one is Executive and other two are Non-Executive Non-Independent

and the other one is Independent Directors The composition and category of the Board of

Directors is as follows:

Name of the Key Managerial Personnel Designation Date of Appointment

1. Mr. Kandula Prasanna Sai Raghuveer Managing Director 11-02-2020 2. Mr. Tadimella Rajakishore Director 11-02-2020 3. Mr. Kuchampudi Srinivasa

Upendrasaketh Varma Wholetime Director 11-02-2020

4. Ms. Bhavani Lakshmi Kilaru Women Director– Additional Director

30-06-2021

5. Mr. Ruthwesh Argula Non-Executive Independent Director– Additional Director

30-06-2021

6. Mr. Pawan Jain Non-Executive Independent Director– Additional Director

30-06-2021

7. Mr. Shailesh Shivappa Biradar Non-Executive Independent Director – Additional Director

30-06-2021

8. Mr. Ananth Ramaiah Non-Executive Independent Director

30-11-2021

b) Number of other Directorships, Committee Membership(s) & Chairmanship(s):

S.No. Name of Director Other

Directorships

Committee

Membership

Committee

Chairmanship 1 Mr. Kandula Prasanna Sai

Raghuveer

9 0 0

2 Mr. Tadimella 8 0 0

3 Mr. Kuchampudi

Srinivasa Upendrasaketh

7 0 0

• The number of total directorships is in accordance with Section 165 of the Companies

Act, 2013.

• The Number of Directorships, Committee memberships and Chairmanships of all listed

and unlisted companies are within the limits as per Regulation 26 of SEBI (LODR)

Regulations, 2015 and erstwhile Clause 49(II)(D)(2) of the Listing Agreement.


c) Shares held by Directors

The number of equity shares of the Company held by the non-executive Directors, as on March

31, 2021 are as follows:

Name of the Director Number of Shares Held

Kandula Prasanna Sai Raghuveer 15625200

Mr. Tadimella Rajakishore 3000000

d) The details of familiarization programs imparted to independent directors is given

below

Your Company has adopted a structured orientation and familiarization programme through

various reports/codes/internal policies for all the Directors with a view to update them on the

Company’s policies and procedures on a regular basis. Periodic presentations are made at the

Board Meetings on business and performance, long term strategy, initiatives and risks involved.

3. Board Committees

Details of the Board Committees and other related information are provided hereunder:

I. Audit Committee

a) Brief description of terms of reference

The role and terms of reference of the Audit Committee are set out in Regulation 18(3) read with

Part C of Schedule II of the SEBI Listing Regulations and Section 177 of the Companies Act,

2013, besides other terms as may be referred to by the Board of Directors of the Company. The

terms of reference of the Audit Committee broadly are:

1. Review of financial reporting systems;

2. Ensuring compliance with regulatory guidelines;

3. Reviewing the quarterly, half yearly and annual financial results;

4. Approval of annual internal audit plan;


5. Review and approval of related party transactions;

6. Discussing the annual financial statements and auditor’s report before submission to the

Board with particular reference to the

i. Director’s Responsibility Statement;

ii. Major accounting entries;

iii. Significant adjustments in financial statements arising out of audit findings;

iv. Compliance with listing requirements etc.;

7. Interaction with statutory, internal and cost auditors;

8. Recommendation for appointment and remuneration of auditors; and

9. Reviewing and monitoring the auditor’s independence and performance etc.

Further the Audit Committee also mandatorily reviews the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory

auditors;

4. Internal audit reports relating to internal control weaknesses;

5. The appointment, removal and terms of remuneration of the internal auditor shall be

subject to review by the audit committee; and

6. Statement of deviations:

a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable,

submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations;

b) Annual statement of funds utilized for purposes other than those stated in the offer

document/prospectus/notice in terms of Regulation 32(7) of SEBI Listing Regulations.

In addition to the above, the Audit Committee also reviews the financial statements, minutes and

details of investments made by the subsidiary companies.

b) Composition, Name of members and Chairman

c) The Composition of the Audit Committee is mentioned hereunder. The Chairperson of the

Audit Committee is Independent Director. The composition of the Committee is in


compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation

18 of the SEBI Listing Regulations:

S.No Name of the Key Managerial Personnel Designation

1. Mr. Ruthwesh Argula Chairperson

2. Mr. Kandula Prasanna Sai Raghuveer Member

3. Mr. Shailesh Shivappa Biradar Member

4. Mr. Pawan Jain Member

• CFO, Statutory Auditors and Internal Auditors attend the Audit Committee meetings on

invitation and the Company Secretary acts as the Secretary of the Committee.

• Minutes of meetings of the Audit Committee are placed before the Board and discussed

in the meeting.

d) Meetings and attendance during the year

• No Audit Committee Meetings were held during the financial year ended March 31,

2021.

• No meeting of the Audit Committee was held during the year under review.

II. Nomination & Remuneration Committee


• Formulation of the criteria for determining qualifications, positive attributes and

independence of a director;

• Recommend to the Board a policy, relating to the remuneration of the directors, key

managerial personnel and other employees;

• Carry on the evaluation of every director's performance;

• Identifying persons who are qualified to become directors and who may be appointed in

senior management in accordance with the criteria laid down, and recommend to the

Board their appointment and removal;

• Formulation of criteria for evaluation of Independent Directors and the Board;


• Devising a policy on Board diversity; and

• Any other matter as the Board may decide from time to time.

b) Composition, Name of members and Chairman

As on the date of this Report, the Nomination and Remuneration Committee was constituted by

the Board with 2 Independent Directors and 1Non-Executive Director. The following is the

composition of the Committee.

Nomination & Remuneration Committee

• The Company Secretary acts as the Secretary of the Committee.

• Minutes of meetings of the Nomination and Remuneration Committee are circulated to

all the members of the Board.

c) Nomination and Remuneration Committee meetings

During the period from April 01, 2019 to March 31, 2021, No Nomination and Remuneration

Committee Meetings were held.

d) Nomination and Remuneration policy

• The nomination and remuneration committee has adopted a Nomination and

Remuneration Policy which, inter-alia, deals with the manner of selection of Board of

Directors, KMP & other senior management and their remuneration. Executive Directors

and KMP are eligible for a monthly remuneration as may be approved by the Board on


1. Mr. Ruthwesh Argula Chairperson


3. Mr. Shailesh Shivappa Biradar Member

4. Mr. Tadimella Rajakishore Member


the recommendation of the Committee. The Executive Director and KMP remuneration is

determined based on levels of responsibility and scales prevailing in the industry. The

executive directors are not paid sitting fee for any Board/Committee meetings attended

by them.

• The Non-executive directors are not paid sitting fees for attending meetings of

Board/Committee.

e) Performance Evaluation of Directors

The criteria and the procedure for the process of Board evaluation is mentioned in the Directors’

report.

Remuneration of Directors

a) Details of Remuneration of Non-executive Directors

• There were no pecuniary transactions with any non-executive director of the Company.

• Sitting Fee is not paid to Non-Executive Directors for attending the Board and

Committee Meetings

b) Details of Remuneration of Executive Directors and Key Managerial Personnel: Nil

III. Stakeholders Relationship Committee


The Stakeholders Relationship Committee oversees and reviews all matters connected with the

share transfers and also looks into redressing of shareholders complaints like transfer of shares,

non-receipt of annual report/dividends etc. The committee oversees the performance of the

Registrar of Transfer Agents and recommends measures for overall improvement in the quality

of investor services. Email-Id for Investor Grievance: [email protected]

b) Composition as on the date of this Report


Stakeholders Relationship Committee


1. Mr. Kuchampudi Srinivasa Upendrasaketh Varma Chairperson


3. Mr. TadimellaRajakishore Member

c) Name and designation of Compliance Officer

Name: Anshul Singhai

Designation: Company Secretary and Compliance Officer

Share Transfer System

SEBI vide its Circular No. CIR/MIRSD/8/2012, dated July 5, 2012 has reduced the time-line for

registering the transfer of shares to 15 days, the Physical share transfers are processed and the

share certificates are returned to the shareholders within a maximum period of 15 days from the

date of receipt, subject to the documents being valid and complete in all respects. In compliance

with the Listing Agreement with the Stock Exchanges, a Practicing Company Secretary carries

out audit of the system of transfer and a certificate to that effect is issued.

Address for Correspondence

Sl.No Shareholders Correspondence for Address

1

Transfer/Dematerialization/Consolidation/Split

of shares, Issue of Duplicate Share

Certificates, Non- receipt of dividend/ Bonus

shares, etc., changeof address of Members and

Beneficial

Owners and any other query relating to the

shares of the Company.

M/s. Aarthi Consultants Pvt Ltd

1-2-285, Domalguda, Hyderabad -

500029.

Tel:(040)27642217/27638111

Fax: (040) 27632184

Email:[email protected]


2

Investor Correspondence / Queries on Annual

Report, Revalidation of Dividend Warrants,

Sub-Division, etc.

[email protected]

SNAPS OF THE PLANT


Organisation Chart


CHAPTER V- FINANCIAL INFORMATION

Financial Statements of the Company for the FY 2020-21 ended 31st March 2021

The financial Statements of the Company containing the Balance Seet, Profit & Loss Account,

Cash flow statements along with notes and schedules, as approved by the Board of Directors of

the Company and adopted by the members of the Company in the Annual General Meeting held

on 30th November 2021 along with the Report of Auditors thereon, is annexed herewith as

ANNEXURE-1

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Economic Outlook

India’s economic growth fell from 6.5% in fiscal 2018-19 to 4.0% in fiscal 2019-20, reflecting

an 11-year low. Due to the impact of COVID-19, the Gross Domestic Product (‘GDP’) is

expected to contract by 7.7% in fiscal 2020-21, as per the first advance estimates released by the

National Statistical Office. While the full impact of the COVID-19 lockdown was felt in the

April-June quarter, the worst may have been avoided with a faster than expected recovery of the

manufacturing sector in the July-September quarter, and a revival of consumer demand

sentiment during the festive season.

The outlook for fiscal 2021-22 is firmly positive with an estimated GDP growth of ~11%. The

Union Budget 2021 focuses on continued spending to stimulate growth as the economy tries to

recover from the impact of COVID-19. The outlay for capital expenditure for Financial Year

2021-22 has been increased by 26% YoY with a specific emphasis on infrastructure which, in

turn, will provide a boost to the employment numbers. While this would stretch the fiscal

consolidation path in the near to medium term, the fiscal deficit is budgeted to improve to 6.8%

of GDP in 2021-22

Infrastructure Boom:


Recent announcement by PM Modi Ji on Independence Day of a $1 Trillion Dollar

National Infrastructure Plan “Gati Shakti” shall give further impetus to an already

flourishing core manufacturing sector

Biden’s $1.2 Trillion Infrastructure Bill in the USA has kempt the sentiment around the

core manufacturing and infrastructure sector is very spirited worldwide

All the core infrastructure companies Cement and Steel are delivering their life-time best

profit results and their respective shares are soaring at all time highs in the stock markets.

Cement Industry Outlook:

India is the world’s second largest cement producer with a cumulative production capacity of

540 Million tonnes per annum (‘MTPA’) in 2020. The pandemic led to a slowdown and delay in

capacity expansion projects.

Rural demand continues to be the silver lining for cement consumption while that from the

infrastructure sector was in a slower lane. Infrastructure demand witnessed gradual pickup from

September onwards on the back of improving government spending, coupled with gradual

normalisation in labour availability.

Company Outlook, Risk and Financial Highlights

a) Outlook

The new management representing Fortuna Group with rich and diverse backgrounds in core

Engineering and Manufacturing sector are fully resolved to restore the plant to its former glory.

Presently the control of the company has been handed over to us and work is underway in line to

commence commercial production form early November this year.

Execution Strategy:

An immaculate execution strategy to revive the plant in record time and operate at the best

industry standards


Three phase revival strategy to restoration of the grinding plant, development of mine and

clinker facility and moving on to capacity addition in line with our growth strategy

Addition of latest engineering innovations to the existing line of machinery to operate at

one of the lowest cost of productions in the Industry and increased capacity

Industry veterans with a combined experience of over 150 years are part of the revival and

restoration team.

Financial Engineering by experts to keep the cost of capital at the lowest and ensure

sufficient working capital to sustain our operationalization plan for the factory.

The management is thankful for the support offered by the Government of Telangana in the

revival stage and is certain that the Company shall face a turnaround by the end of next fiscal.

b) Risks and Concerns

Companies in the global cement industry are facing major challenges: If they are to improve

productivity while simultaneously decreasing costs, they need high-performance products that

are also energy-efficient and offer maximum availability and flexibility. These products also

need to comply with environmental regulations while providing maximum safety for employees,

machines and material.

Bheema Cements Limited shall strive for better output and alternative products to increase the

topline. Further the Company shall keep a good liquidity flow to meet the capex and the working

capital.

c) Internal Financial Control Systems and their Adequacy

The Company has adequate internal financial control systems and procedures in all operational

areas and at all levels equipment’s procurement, finance, administration, marketing and

personnel departments. The Company also has Internal Audit systems commensurate with its

size and nature of business. The internal audit function will be done by a firm of Chartered


Accountants. The Audit committee reviews the internal audit reports and the adequacy of

internal controls from time to time.

d) Financial review

The Highlights of Financial Operational Performance are given below:

(Rs. In Lakhs)

Particulars 2020-21 2019-20 Total Income 61.42 17.75 Total Expenditure 2467.87 1093.97 Profit before Tax -2406.45 -1076.22 Provision for Tax Nil Nil Profit after Tax -2406.45 -1076.22

e) Human Resources Development and Industrial Relations

The Company believes that the quality of its employees is the key to its success in the long run

and is committed to provide necessary human resource development. The Company is in process

of hiring resources with vast experience and expertise in the industry.

Industrial relations during the year are cordial and the Company is committed to maintain the

same in future.


SECTION – VI - LEGAL INFORMATION

NCLT ORDER

The Hon’ble National Company Law Tribunal, Hyderabad Bench-I, passed a NCLT Order

approving the Resolution Plan for revival of Bheema Cements Limited (“the Company”).

The NCLT Order came into effect on 11th February 2020. The gist of the approved resolution

plan, relevant to the subject matter is listed hereunder:

1. Prior to the approval of the Resolution Plan, the shareholding pattern of the Company was as

follows:


Shares

Face

Value

Paid-up

Capital (Rs)

Equity 28138930 10 28,13,89,300

6.00% Cumulative Non Convertible Non


1247000 100 12,47,00,000

0% Cumulative Non Convertible Non


1492559 100 14,92,55,900

Equity Shares-Pending for Listing 169040 10 16,90,400


2. As per Clause 7.4 (d) and 7.4(e) of the Resolution Plan, all liabilities or obligation of the

Company, whether admitted or not, due or contingent, asserted or unasserted, crystallised or

uncrystallised, present or future, of the Company, in relation to the period prior to the

effective date, shall stand permanently extinguished and at no point the company shall be

liable in relation thereto.

3. As per sub-clause iii of Clause 8 of the Resolution plan “the issued share capital of Rs.

55,70,35,600/- of the Company shall be reduced to 2 equity shares of Rs. 10/- without any


consideration, to the existing shareholders adhering to the provisions of Companies Act

2013 and SEBI Act.

4. The shareholding pattern of the Company post capital reduction was proposed as follows:


Shares

Face

Value

Paid-up

Capital (Rs)

Promotor Group 1 10 10

Public and Individual 1 10 10

Total Paid-up 2 10 20

5. Soon after the Resolution Plan was approved vide NCLT order dated 11.02.2021 the

Company reduced the Capital from the issued share capital of Rs. 55,70,35,600/- to 2 equity

shares of Rs. 10/- and the same was updated with the MCA 21 Directory.

6. Further in compliance with the Clause 8 and Clause 9 of the Resolution Plan, “the RA shall

ensure listing of equity shares on the BSE to Continue.”

7. Pursuant to Clause 16.1 of the Resolution Plan “all the actions stated in the Resolution plan

shall be deemed to the approved. Accordingly, any action or implementation of this

resolution plan shall not be a ground for termination of any consents, approvals, incentives,

subsidies, licences, concessions, authorisations, permits or like that has been granted

Corporate Debtor has made an application for renewal or grand.

8. Pursuant to Clause 16.2 “In light of this, the Resolution Applicant and the Corporate Debtor

shall have immunity from any actions and penalties (of any nature) under any laws for any

non-compliance of laws in relation to the Corporate Debtor or by the Corporate Debtor as

well as with the terms of any agreement or arrangement entered into by the Corporate

Debtor. Without any liability for the aforesaid non-compliance, evaluate the steps required

to address such non-compliance and take steps to remedy such non-compliance to the extent

practically possible. The resolution Applicant and the corporate debtor shall be entitled to

apply to and approach the NCLT, for the relief for continued implementation of the


approved Resolution Plan before or after any coercive action is taken against the Corporate

Debtor for the Resolution Applicant, especially in view of Limited Due Diligence offered to

the Resolution Applicant.

Considering the NCLT Order, it is deemed that all the legal cases pending against the Company

are disposed and the Company shall have immunity from any actions and penalties (of any

nature) under any laws for any non-compliance of laws in relation to the Corporate Debtor.


SECTION VII- REGULATORY & STATUTORY DISCLOSURES

1. DISCLOSURES

Particulars Regarding Previous Public or Right Issues during the Last Five Years

There were no public or rights issue of the Company during last five years. However, the

outstanding shares, as on 11th February 2020 were extinguished in totality and shares were issued

to the Successful Resolution Applicants as per the NCLT Order.

The same is disclosed herein above.

Listed Companies under the same management

There are no listed companies under same management as on the date of this Information

Memorandum

Disclosures on NCLT Order

The details of the same forms part of this Information Memorandum. A copy of the NCLT Order

is enclosed as Annexure-II

AOA and MOA main provisions

The Copy of the Memorandum of Association and Articles of Association of the Company are

enclosed as Annexure-III


SECTION -VIII- OTHER INFOMRATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

There are no contracts entered into after the date of NCLT Order (not being contract entered into

in the ordinary course of business on by the Company)

DECLARATION

To the best of our knowledge and information, all statements made in this Information

memorandum, are true and correct.

Signed on behalf of the Board of Directors

For Bheema Cements Limited

Sd/

Anshul Singhai

Company Secretary and Compliance Officer

Bheema Cements Limited

Significant accounting policies and notes to the accountsFor the year ended March 31, 2021

3

SL.NO DESCRIPTIONOpening Balance Receipts cwip -civil Build Materials

Stores &Spares

March 31'2021 TOTAL

March 31'2020 TOTAL

1 Fencing at Mines -2 0.54 - - - - 0.54 0.54 2 VEPALA MADARAM Limestone Prospecting License etc 1.19 - - - - 1.19 1.19 3 Mines Over Head Line 0.14 - - - - 0.14 0.14 4 11kv Line shifting work 1.84 - - - - 1.84 1.84

SUB TOTAL 3.70 0 0.00 0 0.00 3.70 3.70

A CWIP-Civil 3.70 0.00 0.00 0.00 0.00 3.70 3.70 B Building Materials 0.89 0.00 0.00 0.00 0.00 0.89 0.89 C Railway Siding 3.50 0.00 0.00 0.00 0.00 3.50 3.50 D CWIP as on 31.03.2021 (A+B+C) 8.09 0.00 0.00 0.00 0.00 8.09 8.09

4

Particulars

Computer Software

License Fees Mining Assets (Lease

Rights)

March 31'2021 TOTAL

March 31'2020 TOTAL

Gross BlockCost / Deemed CostAt April 1, 2017 - - 1,613.38 1,613.38 1,613.38Additions - - - - -Deductions / Adjustments - - - - -At March 31, 2018 - - 1,613.38 1,613.38 1,613.38Additions - - - - -Deductions / Adjustments - - - - -At March 31, 2019 - - 1,613.38 1,613.38 1,613.38Additions - - - Deductions / Adjustments - - - At March 31, 2020 1,613.38 1,613.38 1,613.38Additions - - Deductions / Adjustments - - At March 31, 2021 1,613.38 1,613.38

-Accumulated Depreciation -At April 1, 2017 - - 146.67 146.67 146.67Amortisation Expense - - 146.67 146.67 146.67Deductions / Adjustments - - - - -At March 31, 2018 - - 293.34 293.34 293.34Amortisation Expense - - 146.67 146.67 146.67Deductions / Adjustments - - - - -At March 31, 2019 - - 440.01 440.01 440.01Amortisation ExpenseDeductions / AdjustmentsAt March 31, 2020 440.01 440.01 440.01Amortisation Expense 146.67 146.67Deductions / AdjustmentsAt March 31, 2021 586.68 586.68Net Block March 31, 2021 1026.70 1026.70Net Block March 31, 2020 - - 1,173.37

CAPITAL WORK IN PROGRESS AS ON 31.03.2021

Other intangible assets

Bheema Cements LimitedSignificant accounting policies and notes to the accountsFor the year ended March 31, 2021

5 Inventories Amt (Rs. in Lakhs)

ParticularsAs at March

31'2021As at March

31'2020Raw Materials - 0.00Work In Process - 0.00Finished Goods - 0.00Stores Spares and Consumables - 0.00Total - 0.00

6 Trade Receivables


31'2021As at March

31'2020(Unsecured )Considered good - 0.00Considered doubtful - 0.00Less: Allowance for doubtful debts - 0.00Total - 0.00

7 Cash and Cash Equivalents


31'2021As at March

31'2020Cash on hand 0.02 0.11Balances with banks in current accounts 22.81 139.53Balances with banks held as fixed deposits * 1083.26 1000.72Other bank balancesCash and cash equivalents 1106.09 1140.36

Cash and cash equivalents 1106.09 1140.36

*Includes performance Security Deposit Rs. 10 Crore (Refer 25(4)(vi) in the Notes to Financial Statements)

8 Other Current Assets


31'2021As at March

31'2020Deposits 406.11 406.18Interest on Money Deposit 0.59 0.00Balance with Central Exercise 408.32 408.32Gst Inputs 15.32 - Prior Period expensess 123.21 - TDS Receivable 4.86 - Advances: -

Advances to employees - - Advances for materials - - Advances for capital goods - - Advances for others - - Less: Provision for doubtful advances - -

Net Advances (considered good andrecoverable)

- -

Total 958.41 814.50

* Refer 25(4)(iii) in the Notes to Financial Statements



No of shares % Holding No of shares % HoldingName of the shareholder*(i) Equity - - - -Promotors - - - -public and inviduals 2Mr. Tadimalla Raja Kishore 30,00,000.00 - - -Mr. KandulaPrasanna SaiRaghuveer 1,56,25,000.00 - - -Fortuna Engi Tech and Structurals (India) Private Limited 21,75,000.00 - - -JMF Asset Reconstruction Company Limited 24,36,000.00 - - -Corporation Bank 1,74,000.00 - - -Fortuna cements Private Limited 92,00,000.00 - - -

(ii) 6% Cumulative Redeemable Preferance Shares- - - -- - - -

(iii) 0% Cumulative Redeemable Preferance Shares- - - -- - - -

TOTAL 3,26,10,002.00 0 0.00%

9.1. Share Application Money Pending allotment

Particulars No. of Equity Shares AlottedTotal Value of SharesNo. of Equity Shares Alotted

Total Value of Shares

16,24,000 1,62,40,000 Corporation Bank 1,16,000 11,60,000

- 21,75,000 2,17,50,000

Mr. Tadimalla Raja Kishore 30,00,000 3,00,00,000 Mr. KandulaPrasanna SaiRaghuveer ###### 14,82,50,000 Others

Total 2,00,00,000 20,00,00,000

* Refer 25(4)(ii) in the Notes to Financial Statements

10


31'2021As at March

31'2020a) Capital reserve

Any profit or loss on purchase, sale, issue or cancellation of the Company's own equityinstruments is transferred to capital reserve.

14,455.59 16547.32

b) Security premiumAmounts received on (issue of shares) in excess of the par value has been classified assecurities premium.

0.00 0.00

c) General reserveThis represents appropriation of profit by the Company. 0.00 0.00

d) Retained earnings (Profit & Loss Account)Retained earnings comprise of the Company’s prior years’ undistributed earnings aftertaxes.

-1,651.94 -1076.22

e) Share option outstanding accountThe share option outstanding account is used to record the value of equity-settled share based payment transactions with employees. The amounts recorded in this account are transferred to share premium upon exercise of stock options by employees in caseof forfeiture corresponding balance is transferred to general reserve.

0.00 0.00

g) Mineral Capitalization Reserve**

h) Central Subsidy 0.00 0.00

i) Housing Subsidy 0.00 0.00

j) Other Equity 0.00 0.00

k) Capital Redemption Reserve 0.00 0.00

Total 12,803.65 15,471.10 * Refer 25(4)(i) in the Notes to Financial Statements

NOTE:

**Mineral Capitalization Reserve : RECONCILIATION As at March31'2021

As at March31'2020

Opening Balance 0.00 4919.12Add: Capitalization during the period 0.00 0.00Less: Transferred to Capital Reserve 0.00 4919.12Closing Balance 0.00 0.00

* Refer 25(4)(i) in the Notes to Financial Statements

As at March 31'2021

JMF Asset Reconstruction Company LimitedMarch 31'2021

Other equity

Details of shareholders holding more than 5% shares in the Company

Particulars

Fortuna Engi Tech and Structurals (India) Private Limited

As at March 31'2020

Bheema Cements LimitedSignificant accounting policies and notes to the accountsFor the year ended March 31, 2021

11 Provisions


31'2021As at March

31'2020Leave Encashment - -

-Total

* Refer 25(4)(iv) in the Notes to Financial Statements

12 Deferred Tax Liabilities Particulars As at March

31'2021As at March

31'2020Deferred tax liabilites - -Total - -

* Refer25(4)(iv) & 25(9) in the Notes to Financial Statements

13 Other Non-Current Liabilities


31'2021As at March

31'2020Unsecured Loans from Promoters & Associates - -Security Deposits from Dealers, Contractors &Others

- -

Miscellaneous Other Non Current Liabilities - -Total - -


1E+11 Bheema Cements LimitedSignificant accounting policies and notes to the accountsFor the year ended March 31, 2021

14 Borrowings


31'2021As at March

31'2020(Short Term and Secured)Loans Payable on Demand - -JMFARC 15888.55 16745.86JMFARC - Axis Bank Limited - -JMFARC - ICICI Bank - -JMFARC - Karnataka Bank - -JMFARC - Oriental Bank of Commerce - -JMFARC - State Bank of Hyderabad - -JMFARC - United Bank of India - -Sub Total 15888.55 16,745.86Corporation Bank 1123.52 1,184.14Sub Total 1123.52Loan from Related party Director 312.00Sub Total 312.00Loan from Unrelated party 106.00Sub Total 106.00 Grand Total 17430.07 17930.00

15 Trade Payables


31'2021As at March

31'2020Trade Payables for Materials 3.02 -Total 3.02 -

16 Other financial liabilities


31'2021As at March

31'2020Current maturities of long-term debt* - -Total - -

17 Other current liabilities

Particulars As at March31'2021

As at March31'2020

Unearned income - - Statutory dues payable - - Advances received from customers - - Others** WORKMEN DUES 12.16 200.00 Advances from Subsidiary - - Expenses payable 0.50 0.25 Employee dues payable - - Total other current liabilities 12.66 200.25

18 Short Term Provisions


31'2021As at March

31'2020CIRP & RP COST 97.12 - Workman Priority Dues 70.00 70.00

Total Short Term Provisions 167.12 70.00


* Refer 25(2)(ii) & 25(4)(iv) in the Notes to Financial Statements

`


2

Particulars Electrical Installations

Furniture and Fixtures

Laboratory Equipment

Vehicles Mining Deposits

Total

Gross BlockFreehold Leasehold Owned

On FinanceLease Owned

On FinanceLease

Cost/Deemed CostAt March 31, 2020

475.30 - 2,257.35 - 27,595.62 - 2,106.50 102.43 58.67 56.45 5,490.71 38,143.03

Additions - - - - - - - - - -

Deductions / Adjustments

- - - - - - - - - - -

At March 31, 2021

475.30 - 2,257.35 - 27,595.62 - 2,106.50 102.43 58.67 56.45 5,490.71 38,143.03

Accumulated Depreciation

At March 31, 2020

- - 234.03 - 3,208.39 - 284.27 67.55 14.25 54.54 1,744.97 5,608.00

Depreciation Expense

- - 75.24 - 1,103.82 - 210.65 10.24 5.87 1.91 549.07 1,956.81

Deductions / Adjustments

- - - - - - - - - - - -

At March 31, 2021

- - 309.27 4312.21 494.92 77.79 20.12 56.45 2294.04 7564.81

Net block March 31, 2021

475.30 1,948.08 23,283.41 1,611.58 24.64 38.55 0.00 3,196.67 30,578.22

Net block March 31, 2020

475.30 - 2,023.32 - 24,387.23 - 1,822.23 34.88 44.42 1.91 3,745.74 32,535.03

* Refer 25(4)(v) in the Notes to Financial Statements

Land Buildings - Factory Plant and Machinery

Property Plant & Equipment

For the year ended March 31, 2021

19 Other Income Amt (Rs. in Lakhs)Particulars As at March

31'2021As at March

31'2020

Interest received 61.42 17.75-

Total 61.42 0.45

20 Employee Benefit Expense Particulars As at March

31'2021As at March

31'2020

Salaries, Wages and Bonus 10.08 0.35Contribution to Provident Fund - -Contribution to ESI - -Workmen & Staff Welfare Expenses - -

Total 10.08 0.35

21 Finance Costs Particulars As at March

31'2021As at March

31'2020

Interest expense - 96.25Interest expense - Excise Duty - -Total 96.25 0.00

22 Depreciation and Amortization Expense

Particulars As at March31'2021

As at March31'2020

On property, plant and equipment 1,956.81 -On other intangible assets 146.67 -Less: Transfer from Mining Revaluation Reserve - -

Total 2,103.48 0.00

Significant accounting policies and notes to the accountsBheema Cements Limited

23 Other expenses Amt (Rs. in Lakhs)Particulars As at March

31'2021As at March

31'2020Manufacturing ExpensesPower Consumed 62.25 41.20Expenses Works - -Repairs & Maintenance 13.25 4.71Prior period expenses written off 26.79 -Rates & Taxes - -Insurance 44.64 -Bank Charges 0.02 -Miscellaneous Expenses 0.25 3.96Legal Professional Charges 69.42 180.15Electricity Charges 1.05 2.14Security Charges 37.66 35.67Travelling & Conveyance 0.04 12.45Postage, Telegram & Internet 0.54 9.58other expenses 1.90 3.51

CIRP cost written off 800.00Auditors Remuneration: -Statutory Audit Fee 0.25 0.25Other FeeSales Expenses -Advertisement -Sales Office Rents -

-Total 258.06 1093.62

S.No. Particulars 2020-21 2019-20

Earnings (Amount in Rupees Lacs) -2406.45 -1076.22

Weighted average number of equity sharesOutstanding No.'s shares during the year 326 2

Weighted average number of equity sharesOutstanding No.'s shares during the year - Diluted 326 2

Earnings per shareBasic (face value of Rs.10/-) ( Rs. In lakhs) -7.38 -538.11

Diluted ( Face value of Rs.10/-) ( Rs. In lakhs) -7.38 -538.11

Bheema Cements LimitedSignificant accounting policies and notes to the accountsFor the year ended March 31, 2021Note No.24 EARNINGS PER SHAREThe computation of Earnings per Share is set out below:

NATIONAL COMPANY LAW TRIBUNALHYDERABAD BENCH - I

lA No. 1065 OF 2019

ln

Cp (tB) No.97/7/HDB/2018 .

Application fited u/s g0(6) & gr(r) of rBC, 2016 2016 R/wRegulation 39 of lBBl (lRp2p) Regulations, 2Ot6

'%.r'u IN THE MATTER OFM/s. JM FINANCTAL ASSET REcoNSTRUcfloN coMpANy

9-3-6?ZCIA, FLAT SA, Kautilya Amrutha Estates,SomajiGuda, HyderabadTelangana,500082 ...Appticant

Date of order: 11.02.2020

Coram: t

Hon'ble Shri Ratakonda Murati, Member (Judicial)

Hon'ble shri Narender Kumar Bhota, Member (Technicar)

ADDearanr:c.

For Applicant shri Niranjan Reddy, senior Advocate alongwith Ms. Rubaina S. Khatoon, Advocate

For R.A: Shri A. Basith, Advocate

For creditors: shriv.K. sajith along with Ms c. shilpa and shriV. Ravi Kumlr

",,s{tl.t'11 LIMITED4i :';!.,::f. I;: :;;'.:':1..

7":1';r,, ':;'! .,:,.: \ VefSUS

Fo= ',,.' ,,',l M/s. BHEEMACEMENTSL|M|1ED'il'j i*'., :f,f 1i:-..1i1','

' ' d/waDHUSUDHANA RAo\,ra,'"' _ *ils. BHEEMA CEMENTS LtMtrED

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;:.}'r:: I'j. ...:\

NCLT HYD BENCHlA No. 1065 OF 2019

lnCP (lB) No.97fllHDB/201 8

Heard on: 1O.O2.2OZA

PER: SHR! RATAKONDA MURALIMEMBER ( JUptCtAL)

PRELUDE

1.1 Under consideration before us is the lnterlocutory

Application filed by the Applicant / Resotution

Professional under Section 30 (6) seeking approvat ofthe Resotution Ptan under Section 91(1) of lnsolvency &

'L.

Bankruptcy Code, 2016 (herein after referred to as'it

"Code") R/w Regulation 39 of lnsolvency & Bankruptcy

Board of lndia (lnsolvency Resolution process forCorporate Pprson) Regulations, 2O1O in respect of M/s

Bheema Cements Limited / Corporate Debtor.

M/s; Bheema Cements Limited (Corporate Debtor/CD) is

a Limited Company incorporated on 21.06.191A by

Registrar of Companies, Hyderabad, Tetangana bearingCIN L26942TG1978PLC002315 having its Registered

Office at 6-3-652 t}tA, Ftat 5A, Kautilya Amrutha Estates,

$omaji Guda, Hyderabad. Telangana S0OO82, lndia,

which is inter alia engaged in the business ofmanufacture and sate of the Cement.

AVERMENTS tN THE APPLTCATION

The averments apropos to the Application in brief are:-

The Company Petition bearing No. Cp (lB) No.

97l7lHDBl2O18 filed by JM Financiat AssetReconstruction Company Limited /Financial Creditorunder Section 7 of the Code, R/w Rute 4 of the tnsolvency

and Bankruptcy (Apptication to Adjudicating Authority)Rules, 2016 and lnsolvency and Banki-uptcy Board of

't*---*.--.-'

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,l'.2

2.

2.1

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2.2

NCLT HYD BENCHtA No, 1066 OF ZOl9

ce (e; ro.ezrnoaaoJl

3

lndia (lnsolvency Resotution process for corporatePersons) Regulations, 2016 was admitted by thisTribunal on 09.07.2018 and corporate lnsotvencyResolution Process (clRp) commenced against theCorporate Debtor by appointing Mr.G.MadhusudhanRao, the Applicant herein as lnterim ResotutionProfessional (lRP).

ln terms of Regulation 6 (1) of ClRp Regulations, theApplicant made public announcement on 11th July 201gin "The Business Standard,, English Newspaper and"Eenadu" Telugu newspaper inviting claims from thecre,d_itors of Corporate Debtor. The Applicant, after'.'11 t'-collating and verifying the claims, constituted

-:

Committee of Creditors (CoC) with the followingI

members having voting share mentioned against each:-

l-'

ig"ri

4,28,91,23,291.94

63,20,17,914.00

1,54,37,909.00N VISHWANATHAN 9,33,700.00

77,73,736.00

THANGUTURIVENKATARATNAMA

1,54,996.00

15,27,567,00GONUGUNTAVIVEKANANDALEBAKULAMANJULA 1,99,217.O0

9,23,996.00

10,70,945.00

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15THANGUTURISIVAPRASAD RAO 12,07,396.00

0.024

16GURIJALAKRISHNA RAO 1,91,770.00

0.004

17KUNCHU RADHAKRISHNA 1,70,370.00 0.003

18POKURISUBBARAO 3,90,955.00

0.008

19

KAMMASATYANARAYANAVARA

3,58,767.000.007

20SALETI VENKATANARASAIAH 1,94,489.00

0.004

21VEMIREDDYSHARATH KUMAR 99,283.00 0.002

22AMARA KRISHNACHAITANYA 12,08,995.00 o.o24

23 AMARA VENKATA 13,79,626.00 0.028

24KANKIPATIHARIBABU 5,01,306.00 0.010

25TANGUTURIRAJAGOPAL 1,94,489.00

0.004

26THANGUTURIVENUGOPALA 15,05,839.00

0.030. .ni*r.

Total 4.96.00.74.090.94 100.000

2.5


lnCP (lB) No.g7r7rHDB/2018

The 1"t meeting of CoC was hetd on 06.08.z}1g,whereinthe Applicant herein was confirmed as Resolution

Professional with 1 O0%voting share.

The 2nd CoC meeting was held on 1l.OB.ZO18, inter-alia

ratified appointment of two valuers who have submittedtpo valuations for allthe assets of the Corporate Debtor.

The 3'd CoC meeting was held on 24.A8.2018, whereinCoC approved Expression of lnterest (EOl) invitingResolution Plans from prospective Resolution

Applicants. Consequently, RP issued lnvitation forExpression of lnterest in Newspapers on 27th Aug 2O1g.

ln the 4h CoC meeting held on 26h Sep 2}1g,the CoC wasapprised by RP about receipt of 13 EOl,s and theprovisional' list of the Prospective Resolution Applicantswas circulated to COC members including suspended

BODs and all the EOI members.

2.6

I ,?

<--E?--

-"f'*'/-

i

NCLT HYD BENCHlA No. 1065 OF 2O'tg

lncP (lB) No.97/7lHDBf201 I

5

2.7 ln the sth coc meeting hetd on ogth oct 2o1g it wasdecided by coc to extend the tast date of submission ofEol's to 25th oct 2018 and accordingly Rp issued fresh

, public advertisement in newspaper.

2.8 The 6th CoC meeting was held on 09th November ZO1g,

wherein coc approved for modification of Eol criteria'sand Evaluation Matrix criteria's

2.9 ln the 7th CoC meeting held on 08th December 2O11,COC

approved for RFRP terms modification.

2.1O ln the 8th CoC meeting hetd on 14th December 201g, COC

members approved for extension of CIR period by 90

days. This Tribunal vide order passed in lA 05/2019

dated 10.O1t2O19 extended CIRP period by 90 days witheffect from 05.01 .2019.

2.11 ln the 9th CoC meeting held on 24.12.2018, the CoC was..j:

iI!,-" apprised by the Resolution Professional about receipt of't"ion"

Resolution Plan without EMD, but failed to meet the

mandatory requirements of lBC, 2016 and RFRp Criteria.

Subsequently, the last date for submission of Resotution

Plan (RP) was extended till 1"t Feb 2019 instead of 14th

Dec 2018 without extending EOI date.

12 Tthe.11th CoC meeting was held on 30.01 .ZO1g, wherein

RP circulated the two new EOls received on 2gth January2019 and 30th January 2O1g among COC members atong

with the email received on 29th February 2019 from one

of the Prospective Resolution Applicant who soughtadditionat time for submission of the Resoluiion pran

beyond 1"t February 2019. CoC, after due deliberationsfurther approved extension of the last date forsubmission of Resolution plan from 1"t Feb 2}1gto4th Mar

2019 or 8th Mar 2019.

2.13 ln the 13th CoC meeting held on 1.Zth March 2019,t

M/s.SDAS lnnovations Private Limited was appointed by

w--

NCLT HYD BENCHlA No. tO65OF2Ot9

lncP (lB) No.gmlHDB/ZOls

6

the coc members as Transaction Advisor. The tast datefor submission of the Resotution prans was extended byCoC upto zlth March 2O1g till S pM.

2.14 The RFRp terms have been amended as under in the 14thCoC meeting held on 22"dMarch 2019,1 . . Reduced the earnest money rimit from Rs.10 cr

to 2 Cr which should receive .along withsubmission of Resolution ptan.

2. Discussed and reduced the rimit of irrevocabre andunconditionar performance bank guarantee fromRs.s0 cr to Rs. 10 cr which shourd be submit arongwith LOI acceptance.

3. Discussed and decided that LOI should beaccepted by r.esolution applicant within 2(two) wdrking days instead of 7 (Seven)

''i,,',* days mentioned in RFRp.

ih'th" 1sth coc meeting herd on 27.03.2019,the cocwas apprised about receipt of new Eol from M/sMangalam cement Ltd after the expiry of due date. Thisitem kept for physicar voting and the same has beenapproved with 96.470/o and in this meeting notice periodrqduced to 1 day instead of 2 days.

2.16 ln the 16th coc meeting herd on 01st Apr,r 2019,Resorution professionar informed coc members uuortreceipt of two resolution plans which were not incompriance with the rBC and RFRp conditions and henceit was held as invalid.

2.17 JMF ARc/ member of coc fired an rA No. 266 of 2019 on05th Apr 2o1g seeking extension of crRp period beyond270 days and excrusion of 13s days period on the ground

, that Mining ricences got renewed onry on ,B,h January,2019. Further sought additional l4r days as atternativeor in addition to the above 135 days on account of

2.15

W--?F*


lncP (lB) No.g7r7rHDB2018

7

pendency of lA No.551 of 2018 before this Tribunal. lANo.266 of 2O1g was dismissed for dearth of validgrounds.

2.18 when Resolution Professionat faired to receive any

resolution plan in spite of extension of EOI dates and

Resolution Plan submission dates several times, he was

left with no other option but to file Liquidition applicationbefore this Tribunal on 05.04.2019

2.19 !n the meantime, aggrieved by the order passed in lA 266

of 2019 by this Tribunal, JMF ARC, FC and COC memberpreferred appeal to Hon'ble NCLAT, New Dethi againstthe said order and Hon'ble NCLAT, New Delhi has

passed an order on 18th July 201g, which was disposedof, inter-alia,,directing the CoC to take advantage of theamendment which altowedB30 days in place of 2lO days

'^'i'.;r@lRp period.

JMF ARC, and COC member filed lA No.S60 of 2019 inpursuantto Hon'ble NCLAT, New Delhi order dated lgth

July 2019 and tBC new amendments dated 166 Aug ZOlgwhich was allowed by this Tribunat on 20.09.2019 bygranting 90 days extension and further directed the Rp

to convene coc meeting for placing the two resolutionplans atready received before CoC for deliberations.ln the 17h CoC meeting hetd on 25th July ZOlg and lgthCbC meeting held on 1g.Og.2O1g, COC membersdeliberated on the order passed by Hon'bte NCI-AT, NewDelhi order dated lgth July ZO1g.

2.22 The lgth coc meeting was held on 03.09.2o1g where incoc granted extension of time till 07.09.201g to twoResolution Appticants for submitting EMD of Rs. 2 crores

2.23 ln the 20ft coc meeting hetd on 4th oct zo1g,Rp lnformedthe coc about remittance of Rs.2 crores by consortiumof Fortuna, Resolution Applicant. The'2nd Resolution

2.21

?/--4----/'-ffiq

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lnCP (lB) No.97/7/HD81201 8

8

Applicant i.e. M/s Jasan lnfra Private Limited vide email

dated 1Oth Sep 2019, wanted site visit for bore drilling

and anatyzing of Lime stone mines for enabling it tofinalize the Plan. Time was extended by CoC till

07.10.2019.

2.24 ln the 21"t CoC meeting held on 30th Oct 2019, RP,

deliberated upon the various conditions put forth by the

consortium of Fortuna, Resolution Applicant and inter-

alia asked to improve the consideration of Resolution

Plan, which was not accepted by the Resolution

Applicant, who in turn requested the CoC to return EMD

and Performance Guarantee if the mining license is not

renewed. However,. Resotution professional and COC

members did not accept the conditional plan.

2.25 ln the meanwhile, the 2nd Resolution Applicant i.e. M/s.,. z

Jasan.'infra private Limited informed the Resolution' ',:r1

professibnal vide emait that they are in the process of

bmitting Rs.2.00 Crores towards EMD and requested

e. lts request was conceded till 31 .10.2019.

humbly submitted that, in the 21't CoC meeting held

30th Oct 2019, the coc members reviewed the

RSsolution Plan submitted by M/s Jasan lnfra Private

Limited in terms of repayment, EMD of Rs.2 crores, terms

of repayment along with the Valuation Report, etc.

Nevertheless, the CoC approved the Resolution Plan

submitted by Consortium of Fortuna Engi Tech and

Structurals (ndia) Private Limited and its two promoters

and Murgud Vincom Private Limitedwith 99.53% voted in

favour and 0.157% voted against and 0.31 7% abstained

from voting. JM Financial ARC / Lead CoC Member

informed that approval of Resolution Plan is subject to

the following conditions onlY:

[\w*-*4#-

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-/-t-/

ll.

ll!.


lnCP (lB) No.g7rrrHDBIA01B

t.

9

with reference to clause 17 (d) of the Resolution ptan,

management and controt of Bheema cements Ltd willbe handed over to the Resotution Applicant postpayment of Rs. 20 crore (as per clause 20,2) payableto the secured Financial creditors and post paymentof Rs. 10 crores towards ClRp Cost and Othercreditors and from effective date'to handover ofmanagement and control to the RA, the MC shallmanage and control the CD.

secured Financial creditors to have the right but noobligation to appoint up to 2 nominee directors on theboard of the CD.

Any realizations due to the reversal of following natureof transaction affected by the cD prior to effective dateshall be ior the benefit of the secured FinanciatCreditors.

tr-9,"

Fraudulent transactions

Preferential transactions

c. Extortionate transactions

d. Under Valued transactionsv. The CD/RA to provide comptete assistance to effect

, the recovery from transactions mentioned in pointno.iii above at no additionat cost or risk. Further the cDshould transfer the said recoveries to the securedfinancialcreditors within 2 working days of the receiptof the same.

v. All expenses rerating to the corporate Debtorincluding Mc expenses shourd be borne by theResolution Applicant from the date of the Approvat ofthe Resolution plan by the Hon,bte NCLT, Hyderabad.

ln the 22"d coc meeting herd on Ogh Nov zo1g,the cocmembers with 8G.413% approved the foilowing items:

irir,

i

a.

b.

2.27

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NCLT HYD BENCHlA No. tO65 OF 2otg

cr 1ra1 Ho.szrznroaaoll

10

Lumpsum professional fee of Rs.50 lakh (including

all expenses) + GST payable to MSKM lnsolvency

and Resolution Services Limited towards supportservice provided to the Resolution professionalfor

all cases/lAs filed by the Corporate Debtor and filedagainst Corporate Debtor with Hon,ble NCLT,

Hyderabad and Hon'bte NCLAT, New Delhi during

the period of CIRP and atso for verification of huge

around more than g50 claims received during theperiod of CIRP. This to be inctuded in the ClRp

costs.

Appointment of monitoring comrnittee (MC) from

the date of the Approvat of the Resotution plan at a

monthly fee 'of Rs.2 lacs + GST + reasonabteI

expenses payable by the Corporate Debtor/

Resolution Applicant.

The professional remuneration payable to MSKM

lnsolvency and Resotution Services Private Limited

is fixed @ 1.1% or Rs.197.23 Lacs of payments

collected (principal payments only, to a maximum

Rs.179.30 crore) by the secured financial creditors+ GST. These will be borne by the secured financial

creditors pro-rata to their respective amounts

cottected and paid for each tranche of principat

received.

The Resolution Plan approved by CoC in favour ofConsortium of Fortuna Engi Tech and Structurals (ndia)Private Limited and its two promoters and MurgudVincom Private Limitedina nutshell is as follows:-

i.

ii.

,r:j+]".

I l'l.r

3.

hw-d..6'

j4-d='-/

-*---/"

NCLT HYD BENCHlA No. '1065 OF 2019

lnCP (lB) No.g7/7H08,2018

l. Details of Resolution Plan consideration is as under:

The details of admitted claims are as under:

Note: As per the GO No.1 , Z & B dated Ogth Jan 2O1g

of INDUSTRTES & COurvrenCe (M.il)

S.No. Particulars of Consideration Rs. lnCrores

1 Cash/Bank payment ( Principte) 190.00

2 lnterest proposed 19.62

3 Shares to the Secured FinancialCreditors

2.61

Total Resolution Plan Consideration 212.23

Description of the Payment Admitted amountin Rs.

CLAIMS . FROM SECUREDFINANCIAL CREDITORS 4,92,11,41 ,105.94

CLAIMS FROM UN.SECURED,FINANCIAL CREDITORS OTHER

HAN PROMOTERS3,89,32,995.00

@LA!MS FROM UN.SECUREDFINANCIAL CREDITORS 2,78,32,759.00

CLAIMS FROM OPERATIONALCREDITORS EXCEPT WORKMANAND EMPLOYEES

85,47,95,917.65

CLAIMS FROM EMPLOYEES OTHERTHAN PROMOTERS 3,90,88,742.00

CLAIMS FROM PROMOTERSREMUNERATION 4,70,51,169.00

CLAIMS FROM AUTHORISEDREPRESENTATIVE OF WORKMENAND EMPLOYEESCLAIMS FROM OTHER , THANOPERATIONAL CREDITORS ANDFINANCIAL CREDITORS

13,82,74,524.00

63,71,14,797.00

TOTAL PAYABLE 6,7O,42,31 ,gg7.59

[w-

NCLT HYD BENCHlA No, 1065 OF 2Ol9

cr ley no.szrznoarzo.ll

72

DEPARTMENT, Government of Telangana,

M/s.Bheema Cements Limited is due to pay

Rs.9,40,97,694 being arrears for renewal of three

mining licences. This amount is considered as part' of the Government dues even though the list of the

claims does not contain the same.

iii. Distribution of the consideration proposed as

under:

iv. Distribution of the consideratign between the

Secured Financiat Creditors proposed is as under:

;'lr.-'i .1..i-I r,. ,:.\1.\ r.. ".,,r.\\ ..'';

S.No. Description of the PaymentLiquidationValue U/s

53

Rs. inCrores

1INSOLVENCY RESOLUTION PROCESSCOST* 8.00 8.00

2SECURED FINANCIAL CREDITORS(492.11:1.91)

ls as perpoint no.4 179.30

3

WORKER'S PRIORITY DUES INPROPORTION TO THE SECUREDFINANCIAL CREDITORS (4s2.11:1.91).Rernaining workmen dues will beconsider as paid or not to be paid orpayable.

0.70 0.70

:QLAIMS FROM UN-SECURED FINANCtALJCREDITORS OTHER THAN PROMOTERS NIL

2.OO#

t,' ,5l'ot:':,

,or*flturs FRoM opERATtoNAL cREDtroRS,HXPEPT WORKMAN AND EMPLOYEES NIL

.6* cJAtMS fROM EMPLOYEES OTHER THAN,PROMOTERS NIL

7

CLAIMS FROM AUTHORISEDREPRESENTATIVE OF WORKMEN ANDEMPLOYEES .OTHER THAN WORKER'SPRIORITY DUES.

NIL

8 GOVERNMENT DUES INCLUDINGELECTRICITY & MINING RENEWAL DUES NIL

9 CLAIMS FROM UN.SECURED FINANCIALCREDITORS - PROMOTERS NIL

NIL10 SALARY CLAIMS FROM PROMOTERS NILTOTAL PAYABLE 190.OO

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ce 1a; no.ezrnroarzo'll

L3

The distribution to the Secured FinancialCreditors has been proposed in the ratio of90:10 between the Term Loan lenders havingFirst Charge on Fixed Assets of fhe CD andWorking capital lenders having 2nd Charge on

the Fixed Assets of the Company. The details oflhe %o of the First Charge and Sbcond Chargeas under:

JM - State Bank of Hyderabad 24.06% O.31o/o 18.11%JM - Axis Bank 19.59% 3.87% 15.6s%JM - l0lOl Bank 15.65% 0.00% 11.73%JM - United Bank 23.94% 0.00% 17.94%JM - Karnataka Bank I 13.94% 35.57o/o 19.36%JM - Oriental Bank ofCornrnerce 0.36% 16.35Ys 437%

Corpbf:ation Bank 2.46% 43.90% '12.84%Total 100.00% 100.00% 100.00%,rt:

i; i, .,':

,frt ':

, t,,:

;rl-.'

A) Cash/Bank Consideration : Principle and lnterest tothe Secured FinancialCreditors proposed as under:

S.No Name of the SecuredFinancia! Creditor

Resolution PlanConsideration (

Principle) inRs.

Resolution PlanConsideration (lnterest) in Rs.

1 JMF AssetReconstructlonCompany Limited

1 ,67,45,95,955 18,32,42,467.79

2 Corporation Bank 11,84;14,145 1,29,57,532.21Total 1,79,30,OO,OOO 19,62,00,000.00

B) Equity Consideration: Theapplicant will subscribe new 3shares of corporate Debtor of(Rs. 10 per share, fully paid up).financial Creditor's part of the

Resolution

crore equityRs. 3O cro[eThe secureddues will be

-/('

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lncP (lB) No,g7rZHDBr2018

L4

converted into equity to the extent of g% oftotat first time subscribed Eq u ity Share capitali.e the Resolution Applicant share of equitywill be gzyo and Secured financial Creditorsequity share will 8% on initial subscription ofthe Equity capital only. However at any timethe Equity share capital of Sedured financialCreditors should not exceed Rs.2.61 Croresi.e Equity shares of 26.1 lacs only. TheRevised Equity structure would be as follows:

Consideration payable as under:

The payment schedule is as under:

v.

?.

:e'>

S.No. Name of theSecured

Financial Creditor

ShareCapital

notexceeding

Rs. Cr

No. ofShares notexceeding(

No inLacs)

1ResolutionApplicants 30.000 300-000

,"t. 2

!-_

JMF AssetReconstructionCompanv Limited

2.436 24.360

'3 Corporation Bank o.174 1.740Total 32.610 326.100

Particulars ofPavment

Due from EffectiveDate in months

Rs. inCrores

1"t lnstallment 30 Days 10.002nd.lnstallment 3 months 20.003rd lnstallment 16 months 50.004h lnstallment 22 months 50.005b lnstallment 28 months 60.00

Total 190.OO

(\lw--

--'.P',

\

NCLT HYD BENCHlA No. 1065 OF 2Ol9

lncP (lB) No.97r7,HDBl2018

vi. lnterest:

i. From the effective date till the date of theCommercial production date plus threemonths or I months whichever is earlier no

interest wil! be charged.

ii. lnterest @5% PA wi!! be paid mcinthlyfrom 1Oth

month till 16h month and interest @ 6% PA tobe accumutated from 10h Month titl 16fr monthand paid in 28th month.

iii. lnterest @ 11% PA will be paid monthly from17th month til! 28th month.

vii. Exemptions Sought (As per Clause 6 (a) of theI

Resolution Plan) : The Resotution Applicant wouldirrqrstrive to obtain the foltowing exemptions however,'tfpeceipt of these exemptions is not a pre-condition

,(.fpr the implementation of the Plan:

i

. As per current Government Orders dated January

08, 2019, Mining Lease (ML) l, ML tl and ML lll to be

operationalized within 6 months from the date of the

said orders. This period shall be extended to twoyears from the Effective Date.

Alt licenses and consent to operate for mines, plant,

etc. to be made available within 2 months from the

Effective Date.

Government to allot land for resetilemenUrehabilitation of patta holders in ML lll.Conv€rsion of Prospecting License (pL) I (2glacres) to ML.

The High Tension power conhection to be madeavailable within 15 days from the Effective Date.

15

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lnCP (lB) No.97rrHDBr201 I

16

1OO% SGST reimbursement for a period of 10 yearsfrom the date of revival of commerciat produclion.

1OO% stamp duty and taxes exemptiontransaction undertaken pursuant to approvalPlan by NCLT.

Supply of coalfrom Singarenicoal mines ata rebateof Rs. 1000/- per tonne fort 0 years.

Electricity duty exemption for 10 years.

Rebate in power tariff @ Rs. g /kwh for a period of 3years.

Liquidation value of workmen, priority dues to bereimbursed by the Government.

. All other past dues of workmen and employees to be

paid or bischarged as deemed appropriate by the

Government.

ir1 interest, surcharge pertaining to Corr"riialfaxesdepartment, Mining and Geology department,Power Discom (TSSPDCL) or any State Government

. entity to be settled in proportion to otherOperational Creditors.

. Full waiver of other contingencies and unconfirmedt dues.

. Capital Subsidy - 20% of investment'subject tomaximum of INR 1S crore subsidies

. The Resolution Plan and NCLT order resulting incharge in shareholding/controt Corporate De6torshall not trigger payment of any transfer charges.

. CCI Approva!, if required

. FEMA/SAST approval, if required.viii. List of approvals/comptiances required for revivat

of the Corporate Debtor:

It is submitted the Resolution Appticantwould strive

onof

r1U4- --'-.,.

-€;./?"'zf

NCLT HYD BENCHA No. 1065 OF 20i9

OP (18) No.97r7,tlD8t2018

17

to obtain the following approvals within a minimumperiod of 6 months from the Effective Date,

however, receipt of these approvals is not a pre-

condition for the imptementation of the plan:

A. Mines department

1. Approval of Mining Plan

2. Consent to operate

3. Permission for use of Heavy Earth MovingMachinery

4. Explosive license

5. Pending compliances with lBM, DirectorateGeneral Mines Safety (DGMS), ExplosiveDepartment

B.

1.

2.

3:ti,,

Environfnent

Consent to operate for ML l, ll and ptant

Pending compliances of environment department1

,Waste disposal plan clearance

NOC from Forest Department for ML lllGround water withdrawal permission for plant andcolony.

BIS Approvals

BIS licenses to be renewed/obtained

D. Weights and measurement approval

1. Calibration of weights and equipment whereverapplicable

E. Factory license renewat

F. Labor License renewal

G. Permission and clearance from Electrical tnspectorH. Obtaining HT power connection

a. Compliance of pF and ESI ' ,

a

4.

NCLT HYD BENCHtA No. 1065 OF 2019

ce 1ra; uo.szrzrxoeaoil

18

b. lncome tax

c. GST

J. . Secretarial compliances

a. Corporate law

b. SEBI

COUNTER SUBMTSSTONS:-

The Learned counselfor Unsecured Financial creditorshave raised certain objections during oral submissionsand urged this Trlbunalto rejectthe plan. The objectionsinter-alia, raised in brief are as under:-It is alleged Fortuna Engi Tech and structurats (lndia)Private Limited has only one Director in the company asper MCA Portal and tenure of other additional Directorexpired on 3p.09.2019.

The second objection raised is that the Financialstalements of Fortuna Engirech and structurals (lndia)Priv.gte Limited have not been audited which makes it'j"

ineligibte to become Resolution Applicant.!t is alteged the reduction of share capitar of thecoiporate oebtor and suspension of Listing is incontravention of SEBI Regulations.t

WRITTEN SUBMISSIONS

PROFESSIONALBY RESOLUTION

The Resolution professional filed written submissionscountering the ailegations made by the UnsecuredFinancial Creditor and contested as under:_According .to the Applicant, Fortuna Engi Tech andstructurals (lndia) private Limited is one of the fourmembers of consortium of approved ResorutionApplicants. The Master Data was verifieg by ResorutionProfessional on 11.o9.2019 which crearly depicts there

4.1

4.2

5.1

(w_ .--'--d)-//_e'

{---w

5.2

5.3

NCLT HYD BENCHtA No. 1065 OF 2010

ce (41 Ho.sznnroano.ll

19

are 04 Directors in the company. lt is contended thattheResolution Applicant has furnished Affidavit declaring tothe effect that they are eligible under section 29A of thecode. By virtue of the fact that there is onty one Directorin the Company, is not a ground for inetigibility underSection 29A of lBC, 2016. The Company further declaredthat in the event of its ineligibility anytime in future, itwould immediately bring to the attention of theResot ution Professionat.

The Resolution Professional states that p. Murali & Co.

chartered Accountant has audited the Financiars based

on the Audited Financials of Fy ZOlg and issued

certificate of the consortium of the Resolution Appricantwhich is filed in the Tribunal and copy of the same is

f--attached at page Nos. 1l-20.The submissions made by the Resotution professional is

tftrat the coc approved Resotution ptan of consortium ofFortuna which adheres to the provisions of CompaniesAct and SEBI viz, as per Ctause 8 (v) of the approvedReSolution Plan, fresh capital to the extent of Rs. 92.61

crores consisting of 8.261 lakhs Equity shares of theGorporate Debtor to be issued. As per Clause g (iv) of thePlan, listing of equity shares with BSE wiil be ensured byResolution Applicant. Further in terms of clause g (iv) ofthe Resolution Plan, the "Resotution Applicant confirmsand declared that all provisions of any law for the timebeing in force have been complied and does notcontravene any of the provisions of tawforthe time beingin force". As such, it is reiterated that ResotutionApplicant is eligible to participate in the Resolutionprocess and in comptiance as per Section 2gA of lBC. ,

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NCLT HYD BENCHlA No. '1065 OF 2Ol9

lncP (lB) No;g7/7rHDBrZ018

20

6. ADDTTIONAL WRITTEN SUBMISSIONS BY RESOLUTIONPROFESSIONAL

Additional written submissions is filed by Resolution

Professional on 06.01 .2020 to bring to the notice of this

Tribunal certain facts that transpired during the hearing

held on 03.01 .2O2O, wherein the Resolution Professional

has cited justification for CoC's approval of fee of Rs. 50

lakhs including out of pocket expenses for seven

member team for 19 months to MSKM lnsolvency

Resolution Services Private Limited which provided

support services to Resolution Professional during CIRP

period, as under:-

(a) Huge ctaims (approximately 950 claims in number)

were required to be collated and verified.

(b) Around 35 interlocutory Applications were filed and

deatt with before this Tribunal and Appellate Tribunat

t,.tl+'I(c) "The IRP/RP has only engaged the services of

:

This Application is filed under Sections 30 (4) and 31 (1)

of lnsolvency & Bankruptcy Cod e, 2016 (herein after

referred to as "CODE") for approval of the Resolution

Plan submitted by Consortium of Fortuna Engi Tech and

Structurals (ndia) Private Limited, T. Raja Kishore,

Prasanna.Sai Raghuveer Kandula, Promoter of Fortuna

and Murgud Vincom Private Limited (Consortium of

Fortuna /"Reso! ution Applicant").

o\W*-

lff;:,,l \. Professional without detegating the responsibilities to

{i..r*' 'i'., .,:.-;j\ other lnsolvency Professiona!, which is permissible as

i',l ,r i llPer the Code'

,i,1,:.,,., FINDIFIGS

\i,;r " 7. .;," We have heard the Counse! for Resolution Professional.

8.

NCLT HYD BENCHlA No. 1065 OF 20tg

cr1a1 no.ezzHoaaoll

21

The Learned Senior Counsel for Applicant stated that,

two Registered Valuers viz, GAA Advisors LLP & RBSA

were appointed on 12.08.2018 & 21.08.2018 to

determine the fair value and liquidation value of the

Corporate Debtor. The Fair value was fixed at Rs.344.19

crores and the Liquidation value at Rs.194.29 crores. ln

all, the Applicant conducted 22 CoC rheetings. After

granting extension of 90 days and exclusion of time, the

CIRP came to an end on 13.11 .2019.

The Resolution Plan submitted by Consortium of Fortuna

("Resolution Applicant") was approved by CoC with

99.53% voting in favour of it. The minutes of the 21"t

meeting of the COC held on 30.10.2019 is filed at page

Nos 280-292. Tlie list of Financiat Creditors of theI

Corporate Debtor and their distribution of voting share is

as under:-

9.

Sl. No. Particular lnfavour(Yol

Against%l

Notvoted

(o/ol

"111\1 J M Financials 86.473

i', Corporation Bank 12.742

3 R V Consulting 0.311

4 Jai Hanuman Corp 0.157

5 Thanguturi Venkataratnama 0.003

6 Maddali Subramanyam 0.006

7 Atmakuru Santosh 0.031

I Gonugunta Vivekananda 0.052

I Lebakula Manjula 0.004

10 Pothuganti Alekhya 0.019

11 Pothuganti Srikanth 0.005

12 Sivada Rama Subbareddy 0.007

13 Tanguturi Syamala o.o22

14 Thanguturi Sivaprasad Rao 0.424

15 Gurijala Krishna Rao 0.004

16 Kunchu Radha Krishna o'.oos

17 Pokuri Subbarao 0.008

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lncP (lB) No.97,ZHDBr20'18

10. The Resolution Professional has furnished certificate inForm-H as per Regulation 39 of CIRP Regulations, 2016.The amounts provided for the stakeholders under theResolution Plan is as under:-

F

I

i

i

I

22

18 Kamma Satyanarayana Vara prasad 0.007

19 Saleti Venkata Narasaiah 0.004

20 Vemireddy Sharath kumar Reddy 0.002

21 Amara Krishna Chaitanya 0.024

22 Amara Venkata Satyanarayana 0.028

23 Kankipati Haribabu 0.01

24 Tanguturi Rajagopal 0.004

25 Thanguturi venugopala Krishna 0.031

26 N. Viswanathan 0.019

Total 99.526 0.157 0.317

(Amount/Rs in lakhs)st.No.

Category ofStakeholder

Amoqnt Claimed Amount Admitted AmountProvidedunder the

Plan#

AmountProvided to the

AmountClaimed

(o/o\

1 Secured FinancialCreditors

':d

r !\,..\

4,92,11,41,105.94 4,92,,|.1,41,105,94 201.53including

interest andFV of shares

4O.95o/o

:*.{l:,, -I r, jJ-r

, r r...._.

Unsecured .1.Sinancial Creditori.blomoters-; 'k

7,95,61,122,00 2,78,32,758.00 Nil 0.00%.d-:-ft .\)'."/./.',:+; ',r'i.!i ;..:'r, I :r'

;. ',:,;

lt:i

1 Xr '_r1

\,'.,\

Ualafiies/remuneratiori iif promoters

5,55,92,396.69 4,70,51,169.00 Nit 0.00%

3 OpeTationd+creiditors

1,49,43,53,644,23 85,47,95,81 7.65

-Gdvernment &,6thers

65,84,38,559 63,7114797.00 2.70 includingRs.0.70

crores forworkmen

priority dUes

1.58%. This isonly estimatedue to changein CIRP costs.

Workmen &Emplovees

22,'t 5,98,954.99 17,73,63,266.00

UnsecuredFinancialCreditors otherthan

4,79,26,053.00 3,89,32,995.00

Total 7.47.86.11.734.74 6.70.42.31.897.s9 212.23 31.66%

11. The Resolution professional has furnished the details ofresolution plan consideration which is as follows:-

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lncP 0B) No,g7r7rHDBr2ol8

23

t', i' ,. 'f: :, ,'.

I :','',:ir ..ii ru;il 'a

\r:r ,Lr\, -(-\,*

S.No. Description of the PaymentLiquidationValue U/s

53

Rs. inCrores

1INSOLVENCY RESOLUTION PROCESSCOST* 8.00 8.00

2SECURED FINANCIAL CREDITORS(492.11:1.91)

ls as perpoint no.4 179.30

3

WORKER'S PRIORITY DUES INPROPORTION TO THE SECUREDFINANcIAL CREDITORS (492.11:1.91).Remaining workmen dues will beconsider as paid or not to be paid orpavable.

0.70 0.70

4 CLAIMS FROM UN.SECURED FINANCIALCREDITORS OTHER THAN PROMOTERS

NIL

2.OO#

5CLAIMS FROM OPERATIONAL CREDITORSEXCEPT WORKMAN AND EMPLOYEES

NIL

6CLAIMS FROM EMPLOYEES OTHER THANPROMOTERS

NIL

::l

7-"t-':\,'r-Ii.i ".

CLAIMS". FROM AUTHORISEDREPRES-ENTATIVE OF WORKMEN ANDEMPLOY,EES OTHER THAN WORKER'S

.PRIORITY DUES.

NIL

1.,8 dovenruMENT DUES TNoLUDTNGELECTRtCtTY & MtNtNG RENEWAL DUES

NIL

i "ig ctrhtMs FROM UN-SECURED FtNANCtALcSEDrTqRS - PROMOTERS

NIL

NIL'SALARY CLATMS FROM PROMOTERS NILTOTAL PAYABLE 190.00

12. The details of admitted claims are shown below:-

Sl.No. Description of the Payment Admitted amountin Rs.

1CLAIMS FROM SECUREDFINANCIAL CREDITORS 4,92,11,41,105.94

2CLAIMS FROM UN.SECUREDFINANCIAL CREDITORS OTHERTHAN PROMOTERS

3,89,.32,985.00

,/,d"'

NCLT HYD BENCHlA No. 1065 OF 20{9

lnCP (lB) No.gz7/HOBt2018

The Resolution Professional has also furnished theI

payment schedule as under:-

It is also stated by the Resolution Professional that the

interebts of existing sharehotders were altered by the

Resolution Plan as under:-

24

13.

14.

-t'--(-*)

3CLAIMS FROM UN-SECUREDFINANCIAL CREDITORSPROMOTERS

2,78,32,759.00

4CLAIMS FROM OPERATIONALCREDITORS EXCEPT WORKMANAND EMPLOYEES

85,47,95,817.65

5 CLAIMS FROM EMPLOYEES OTHERTHAN PROMOTERS 3,90,88,742.00

6 CLAIMS FROM PROMOTERS(REMUNERATION) 4,70,51,168.00

7CLAIMS FROM AUTHORISEDREPRESENTATIVE OF WORKMENAND EMPLOYEES

13,82,74,524.0O

8CLAIMS FROM OTHER THANOPERATIONAL CREDITORS ANDFINANCIAL CREDITORS

63,71,14,797.O0

TOTAL PAYABLE 6,7O,42,31 ,897.59

Particulars ofPavment

Due from EffectiveDate in months

Rs. inCrores

1't lnstallment 3O Days 10.002nd lnstallment 3 months 20.003rd lnstallment 16 months 50.004h lnstallment 22 months 50.005h lnstallment 28 months 60.oo\ l'otal 190.00

st.

No

CategoryShareholder

No. of sharesheld beforeCIRP

No. ofsharesheld afterthe CIRP

Votingshare%theldbeforeCIRP

Votingshare(%\ heldafterCIRP

1 Equity 2,83,09,000 Nit 100% Nit

2 Preferenoe 2,73,95,600 NA NA NA

NCLT HYD BENCHlA No. '1066 OF 2019

lnOP (lB) No.97rZHD8/201 I

It is further stated, the lssued share capital i.e. Rs.55,70,35,600 of the Corporate Debtor shail be reducedto 2 equity shares of Rs.10 each without anyconsideration payable to the existing shareholdersadhering to the provisions of the Companies Act andSEBI Act. lt is further averred that the equityshareholding of the corporate Debtor post capitalreduction would be as follows:-

Category of shareholder No. of shares

Promoter group 01

Public and lndividuals 01

The Applicgnt further avers that immediately postcompletion of the capitat reduction, the abovementioned shares shall be transferred to the ResolutionAplclicant and I or persons to be identified by theResolution Applicant for no consideration. Timeline forcapital reduction is within three months from the date ofapproval of the Plan by this Tribunal.

A memo dated 12.11.2019 is filed by the ResolutiontProfessional stating that an amount of Rs. 10,oo,oo,ooo/-(Rs. Ten crores only) towards performance security isconverted nto Fixed Deposit Account No.50300387639491 in HDFC Bank, punjagutta Branch,Hyderabad for a period of 2g months (implementationperiod).

The said Resotution plan complies with allthe provisionsof the lnsolvency and Bankruptcy Code 2O16(Code), thelnsolvency and Bankruptcy Board of tndia (lnsolvengyResolution Process for corporate persons) Regutations,

25

,6!,jr-I'9,t:ii:;t1lil'5:l'' "

16.

[wy*

t7.

NCLT HYD BENCHlA No. 1065 OF 20tg

cP (lB) No.97r7rHDBf201 8

26

2O',6(CIRP Regulations) and does not contravene any of

the provisions of the law for the time being in force.

The Resolution Applicant / Consortium of Fortuna has

submitted an affidavit in terms of section 30(1) of the

Code confirming its eligibility under section 29A of the

Code to submit resolution plan. The contents of the said

affidavit are in order.

The Monitoring Committee comprising of two

representative/nominee of Resolution Applicant,

representative of Secured Financial Creditors and

Resolution Professional will monitor the implementation

of the plan after the effective date and until closing date.

The Resolution Plan has been approved by members of

CoC havingr voting share of more than 99%. The

Resolution Applicant has sought certain exemptions.

Most of the exemptions are to be considered by the., l:: ,

appf'Spriate authorities concerned. lt is open to the

ResotLtion Applicant to approach the authorities

conce*rned to seek exemptions/ waiver, if any and it is forthe authorities to act accordingly. As far as tax dues are

toncerned, the resolution plan binds on the authorities

concerned as per amended provision Section 31 (1) of

the Code. As per the amendment of Section 31 (1), the

Resolirtion Plan is binding on the central Government,

any State Government or any Local Authority to whom a

debt in respect of the payment of dues arising under any

law for time being in force such as authorities to whom

statutory dues are owed. So, the exemptions sought in

the Resolution Plan are subject to the provisions of

Section 31 (1) of the Code as amended wherever

18.

19.

,.")J r i:I tti'l::,fiI1 r:ln'-i hi" r'3ry" - "'

applicable.

W"****n

20.

NCLT HYD BENCHlA No. 1065 OF 2Ol9

lncP (lB) No.g7r7rHDB/2018

27

Further the Learned Counsel for the Applicant stated

that the Resolution Plan takes care of the interest of the

stakeholders concerned which includes Financial

Creditors, OperationalCreditors as wellas workmen and

employees of Corporate Debtor and a provision is made

for payment of CIRP costs. The bid amount is above the

Liquidation Value.

The creditors have filed Applications bearing lA No.

24l2O2O and lA No. 25/2020. Both the Applications were

disposed of. Same objection is also raised against the

Resolution Plan. The Resolution Professional has filed

necessary documents and we are convinced that the

Resolution Plan filed by the Resolution Applicant is in

accordance yvith the provisions of the Code and that the

Resotution Appticant is qualified to file the Resolution

21.

l,,1,Elen.'.rri{i ri:ri(

t ."i, ' ORDER

As a sequel to above, the, Resolution plan submitted by

Consortium of Fortuna Engi Tech and Structurals (lndia)

Priyate Limited, T Raja Kishore, Prasanna Sai Raghuveer

Kandula, Promoter of Fortuna and Murgud Vincom

Frivate Limited (Consortium of Fortuna /"Resolution

Applicanf') which is approved by members of CoC

having 99.53% voting share stands appfoved as per

Section 31 (1) of the Code. ln other words we are

satisfied with the Resolution Plin as approved by

Committee of Creditors under Section 30 (4) of the Code

and it meets the requirement as referred to in Section 30

(2) of lBC, 2016. Accordingly, the Resolution Plan stands

approved and the same is binding on Corporate Debtor,

its employees, Members, Creditors inctuding the Central

Government, any State Government' or any Locat

{-'e-'*--"'

fiw_tr

23.

NCLT HYD BENCHtA No. '1065 OF 2Ol9

lnGP (18) No97/7/HDB/2018

28

Authority to whom a debt in respect of the payment ofdues arising under any law for the time being in force,such as authorities to whom statutory dues are owed,

Guarantors and stakeholders involved in the Resolution

Plan in terms of Section 31 (1) of the Code.

The moratorium order passed under Section 14 shall

cease to have effect from today.

The Resolution Professional shall forward att recordsretating to the conduct of the Corporate lnsolvencyResolution Process and the Resotution ptan to the Board

to be recorded on its database.

The Resolution Applicant shall obtain necessaryapproval required under any law for the time being in

1-

fofbe within a pdriod of one year from the date ofI

apliroval of the Resolution Plan or within such period asi

pfclvided for in such law.

The Registry is directed to communicate this order to theRegistrar of Companies, Hyderabad for updating themaster dataand to !BBt.

!n terms of above, lA 1065/201g filed by ResolutionProfessional under Section gO (6) and 31(1) of lBC, forapproval of Resolution plan stands disposed of.

24.

25.

27.

il,lillu --':T[h,fl"2oNARENDER KUMAR BHOLAMEMBER (TECHNTCAL)

---l;4aRATAKONDA MURALIMEMBER (JUDtCtAL)

LP)W

qu{Fr5 5g ffrp| 'to6sfun '

cEBTif iED I iluE c0PY I t

ill#: "' rri,'ip r-, :w h lwu lB'

cfd +qR iryx tnn iltq, o l. ln^n ^

/\r

ANNEXURE_III

MEMORANDUM OF ASSOCIATION

OF


I. The name of the Company is BHEEMA CEMENTS LIMITED

II. The Registered Office of the Company will be situated in the State of Andhra

Pradesh.

III. The Main Objects for which the Company is established are:

A. Main objects to be pursued on incorporation of the Company:

1. To establish, construct, acquire, run operate on any factory for manufacturing

cement and allied products.

2. To carry on the business of buying and selling Cement, bricks, limestone, sand or

other earthy material or manufactured product such as tiles, pavement and roofing

materials. To deal in lime, plaster, clay, coke, fuel, timber, artificial stone and

builders’ requisites and appliances.

3. To own, explore, take on lease or otherwise acquire any area, mining lease,

quarries and to do all such other acts and deal in all such other things as may be

conducive to and allied to the business of the Company.

4. To carry on the business of mining metallurgists, builders, contractors, merchants,

manufacturers of cement and mining operations.

5. To fabricate, manufacture and deal in all kinds of cement plants, apparatus,

mining equipment, tools, utensils and materials and things necessary or

convenient for carrying on the manufacture of cement and mining operations.

B. Incidental and ancillary objects to the attainment of the Main Objects stated

at (A) above:

1. To buy, sell, manufacture, plant, cultivate, prepare, treat, alter, exchange, hire let

on hire, import, export, dispose and or deal in all kinds of articles and things

which may be required for the purpose of any of the business which the Company

is expressly or by implication authorized by this Memorandum to carry on.

:: 2:

2. To enter into partnership or into any arrangement for sharing profits, union of

interest, co-operation, joint adventure, reciprocal concessions or otherwise either

in part or whole with any person or company, or companies foreign or otherwise,

carrying on or engaged in or about to carry on engaged in any business or

transaction capable of being conducted so as directly or indirectly to benefit this

Company.

3. To apply for, purchase or otherwise acquire or develop any patents,

developments, invention, licenses, concession and the like, conferring any

exclusive or non-exclusive or limited right to use, or any secret or other

information to any invention which may seem capable of being used for any of

the purposes of the Company the acquisition of which may seem calculated

directly or indirectly to benefit the Company and to use, exercise, develop or

grant licenses in respect of or otherwise turn to account the property, rights or

information so required.

4. To establish, appoint, regulate and discontinue offices, agents, representatives,

distributors or retailers in all such places as the Company may from time to time

determine for carrying out all or any of the Company’s objects and to act as

agents for others.

5. To purchase, own, take on lease or in exchange or otherwise acquire and

undertake all or any part of the business, rights, privileges, property and liabilities

of and to amalgamate or enter into partnership or into any arrangement for sharing

profits, union of interest co-operation, joint venture, reciprocal concessions or

otherwise with any company having objects altogether or in part similar to those

of the Company and to lend money to guarantee the performance of contracts of

or subsidise or otherwise assist any such Company for such consideration and on

such terms as may seem expedient.

6. To promote, establish, undertake, form and to be interested in, and to apply for

acquire, hold and dispose of shares, in any institution, business, pool, combine,

syndicate, industrial trading or manufacturing or company having objects

altogether or in part similar to those of the company carrying on any business

capable of being conducted so as directly or indirectly to benefit the Company

and to subsidise or assist any industry or undertaking financially or otherwise by

issuing or subscribing for or guaranteeing the subscription and issue of stock,

debentures, debenture-stock or other securities of such industry or undertaking.

:: 3 ::

7. To apply, for purchase or otherwise acquire or develop any patents, development

invention, processes, copy rights, trade marks, concessions, licences and the like,

subject to royalty or otherwise, conferring an exclusive or non-exclusive or

limited right to use, or any secret or other information as to any invention which

may seem capable of being used for any of the purpose of the Company or the

acquisition for which may seem calculated directly or indirectly to benefit the

Company and to use, exercise, develop, work manage, sell let, grant licences in

respect of or otherwise turn to account or deal with the property rights and

information so acquired or otherwise belonging to the Company.

8. To subscribe for, purchase or otherwise acquire, hold , sell, exchange dispose of

and deal in, and to give any guarantee of whatever description to the stocks,

shares, bonds, debentures, debenture- stock, scripts or other securities or

obligations of any company or of any authority, supreme, public, municipal, local

or otherwise and to invest and deal with the funds of the Company not

immediately required upon such securities and in such manner as may from time

to time be determined.

9. To borrow, or raise money in such manner, and on such terms as the Company

shall think fit and to secure the repayment of any money borrowed, raise or

owing, by mortgage, charge or lien upon the whole or any part of the Company’s

property or assets, both present and future, including its uncalled capital and also

by a mortgage, charge or lien to secure and guarantee the performance by the

Company of any obligations or liability it may undertake.

10. To enter into any arrangement with any Government or authority, supreme,

public, municipal, local or otherwise, and to obtain from any such Government or

authority any rights, concessions and privileges that may seem conducive to the

Company’s objects, or any of the and to carry out, exercise and comply with any

such arrangements, rights concessions and privileges.

11. To lend or advance, or deposit moneys belonging or entrusted to or at the disposal

of the company or give credit to any company and in particular to customers and

others having dealing with the Company with or without security, on such terms

as may seem expedient, and to draw, make, accept, endorse, discount and execute

and issue bills of exchange, promissory notes, hundies, debenture, bills of lading

and other negotiable or transferable instruments or securities, but not to do the

business of banking as defined in the Banking Regulation Act, 1949.

:: 4 ::

12. To apply or join in applying to and obtaining from any Parliament or Legislative

authority, or Government, or any supreme, public, local municipal or other

authority or body or with any land holders or other persons, for any Acts of

Parliament, or other Acts of Legislature, Laws, decrees, concessions, orders,

rights or privileges or authority that may seem conducive to the Company’s

objects or any of them or may seem expedient to obtain any provisional order or

Act of Parliament for enabling the Company to carry any of its objects into effect.

13. To invest, apply for and acquire, or otherwise employ moneys belonging to or

entrusted with the Company upon securities and shares in investment Trusts,

Banks and Insurance Companies and other Limited Companies upon such terms

as may from time to time be considered proper.

14. To make such arrangements as the Company may deem fit for the holding of any

property of the Company in the name of Trustees or a Trustee for the Company.

15. To let, sub-let or give on lease, rent or hire, any portion of land, factory, mill,

warehouse, tanks, crawls or other buildings or structure.

16. To sell, improve, manage, develop exchange and enfranchise, lease out mortgage,

dispose of, turn to account, or otherwise deal with the whole or any part of the

undertaking, business or property or sites of the Company either together or in

such portion and for such considerations as the Company may think fit.

17. To establish such competitions as may be lawful for any of the purposes of the

Company and to offer and grant prizes, Awards and premiums of such character

and on such terms may seem expedient.

18. To advertise and publicise or promote, the sale of any goods, articles or things

produced, manufactured, traded or dealt manner as may be deemed expedient

including advertising in the press, posting of bills, the issue or publication of

circulars, pamphlets, price-lists, leaflets, catalogues brouchers or by the

circulation of moments, gifts and other articles.

19. To remunerate any person, firm or company rendering or agreeing to render

services to the Company either by cash payment or by the issue and allotment to

him or them of shares or securities of the Company credited as paid up in full or

part or otherwise as may seem expedient.

20. To pay all costs, charges and expenses, preliminary and incidental to and of the

promotion, formation, establishment and registration of the Company and of the

transfer to the Company of any property acquired by the Company.

:: 5 ::

21. Subject to the provisions of Sections 293-A of the Companies Act, 1956, to

support, subscribe or contribute or otherwise to assist or guarantee money for any

charitable, benevolent, religious institutions or any other institutions or objects or

any exhibition or for any public, general or useful object.

22. To establish and support or to aid in the establishment and support of associations,

institutions or conveniences calculated to benefit the employees or ex-employees

of the Company or its predecessors in business or the dependents or concessions

of such persons, and to grant pensions and allowances and to make payments

towards insurance of any kind or to give any participation in profits of the

Company to persons employed by the Company of any of them.

23. To provide for and furnish or secure to any member or customers of the Company

and chattels, conveniences, advantages, benefits or special privileges which may

seem expedient either gratuitously or otherwise.

24. To establish and maintain laboratories for purposes of research and development

and to acquire all the necessary scientific and other equipment for the purpose.

25. To manufacture, import, export, buy, sell and deal in new materials and other

substances used in the manufacture, production or treatment of any product or

other substances, articles and things the manufacture of which the Company is

authorized to undertake and to turn to account, tender, marketable and deal in any

of the by-products of the manufacturing process which the Company may

undertake.

26. To amalgamate with any other Company having objects altogether or in part

similar to those of this Company.

27. To establish or promote or concur in establishing or promoting any Company or

Companies for the purpose of acquiring all of the property, rights and liabilities of

the Company or for any other purpose which may seem directly or indirectly

calculated to benefit the Company any to place or guarantee the placing or

underwrite, subscribe for or otherwise acquire all or any part of the shares,

debentures, debenture-stock or other securities of any such other Company.

28. To adopt such means of marking known the products of the Company as may

seem expedient and in particular by advertising in the press, by circulars, by

purchase and exhibition of works of art or interest by publication of books and

periodicals and by granting prizes, rewards and donations.

29. To establish, provide, maintain and conduct or otherwise subsidise research

laboratories and experimental workshops, for scientific and technical researches,

experiments and tests of all kinds, to promote studies and researches

:: 6 ::

or investments by providing, subsidizing endowing or assisting laboratories,

workshops, libraries, lecturers, meetings and conferences and by providing or

contributing to the award of scholarships, prizes, grants or otherwise generally to

encourage, promote and reward studies, researches, investigations, experiments,

test and invention of any kind that may be considered likely to assist any business

which the Company is authorized to carry on.

30. To pay out of the funds of the Company, all expenses which the Company may

lawfully pay with respect to the formation and registration of the Company or the

issue of its capital including brokerage and commission for obtaining application

for or taking, placing or underwriting or procuring debentures or other securities

of the Company.

31. To agree to refer to arbitration and to refer arbitration disputes present or future

between the Company and any other Company, firm or individual and to submit

the same to arbitration to an arbitrator in India or abroad and either in accordance

with Indian or any other Foreign system of law.

32. Generally to do all such other things as may appear to be incidental and in any

way conducive to the attainment of the above main objects or any of them.

C. Other objects:

1. To act as manufacturers, dealers, importers, exporters and traders in chemicals of

all kinds, including fertilizers.

2. To carry on the business either as manufacturers or dealers in al types of

agricultural implements.

3. To carry on the business of water-works, Company in all its branches and to sink

wells and shafts, and to make, build, construct, lay down and maintain dams,

reservoirs, water-works cisterns, culverts, filter-beds, mains and other acts and

things necessary or convenient for obtaining, storing, selling, delivering,

measuring, distribution and dealing in water.

4. To act as representatives, distributors, agents or brokers, whether sole or for a

particular territory of any firm or company whether Indian or Foreign and to

appoint representatives distributors, agents or brokers whether sole or for different

territories of the goods produced, imported or purchased by the Company on such

terms and conditions as the Company shall think fit.

5. To generate, harness, develop, use, sell, supply and distribute Electricity by

setting up power plants anywhere in India using Hydel Energy, Biomass, Naptha

gas, Thermal Energy, Solar Energy, Wind Energy, Municipal Solid Waste and

other Renewable and Non-Renewable sources of energies or any other mode also

to transmit, distribute and supply such power to industries and other consumers

of electricity either directly or indirectly through the facilities of State Electricity

Board anywhere in India.

6. To construct, erect, build, repair, remodel, demolish, develop, improve, grade,

curve, pave, macadamize, cement and maintain buildings, structures, houses,

apartments, townships, multi storied complexes, landscapes, hospitals, schools,

places of worship, highways, roads, paths, streets, sideways, seaports, Airports,

bridges, flyovers, subways, alleys, pavements, and to do other Similar

constructions and to build, construct and repair railways, waterways, electrical

works, tunnels, canals, wharves, ports, water works, drainage works, light

houses, power houses and to do all kinds of excavating, dredging and digging

work, to make all kinds of iron, wood, glass, machinery and earth construction, to

design, devise, decorate, plan, model and to furnish labour and all kinds of

material to supervise construction or other work. To carry on the business of

contractors and agents, farmers, carriers, printers and merchants anywhere in the

world.

7. To acquire, buy, establish, maintain, sell or lease educational institutions,

colleges, research centers and carry on other educational and research activities.

8. To carry on the business of real estate and property development in any part of

India or abroad. To purchase and develop land into plots, construct flats and

buildings of all description, to sell lands, plots, flats and buildings of all

description. To construct buildings of all descriptions including housing colonies,

townships, industrial complexes, developments of farms, resorts and to sell them

to third parties. To acquire, purchase, develop, sell take in exchange or on lease,

hire or otherwise acquire, whether for investment or sale or for business purposes,

real or personal estates like lands and immovable properties of all descriptions

like factories, godowns, shops here- ditaments, estates, depots, hotels, highways

docks, bridges, canals, dams, ports or any other structural, architectural work of

any kind, Mining rights, privileges, easements, licences or interests in respect of

any property.

9. To acquire, purchase, takeover and/or amalgamate the business of companies

which, under existing circumstances, from time to time may conveniently or

advantageously, be combined with the business of company to amalgamate with

companies whose business are so acquired, purchased or taken over and/or to

enter into agreements with the object of acquisition of such undertakings and/or

business.”

V a. The Authorised share capital of the Company is Rs. 78,00,00,000/- (Indian Rupees

Seventy Eight Crores Only) divided into 7,80,00,000 (Seven Crore Eighty Lakh)

equity shares of Rs. 10/- (Rupees Ten Only).

b. The Share capital of the Company (whether original, increased or reduced) may be

subdivided, consolidated or divided into such classes of shares as may be allotted

under the law for the time being relating to companies with such previlages or

rights as may be attached and to be held upon such terms as may be prescribed by

the Articles of Associations of the Company

c. The liability of the members is limited to the value of shares held by them.

Sl.

No. Names,address,description

and Occupation of subscriber

No.of

Shares

taken by

each subscriber

Signature of

subscriber

Name , address,

description,

occupation and

signature of witness

1 Capt.J.Rama Rao, IN (Retd) 3 (three) Sd/-

Anupudi

R

amac

han

dra

Rao

S/o

.ven

kat

a R

ao

Char

tere

d

Acc

ounta

nt

1-1

-170,

SB

H C

olo

ny

Ash

oknag

ar

Hyder

abad

-

500

020

(S

d/-

)

S/o.J.Venkata Rao (Equity) (J.Rama Rao) Dwarakapuri Colony

Panjagutta

Hyderabad – 500 004

Occ: Industrial Engineer

2 J.SIRISHA RAMA RAO 3 (Three) Sd/- W/o.Capt J.Rama Rao Equity (J.Sirisha Ram Dwarakapuri Colony Rao) Panjagutta


House wife

3 K.Ram Mohan 3 (Three) Sd/- S/o. Mr. K.R.M. Krishna Rao Equity (K.Ram Mohan) 2-1-599-A, Nallakunta


Company Director

4 K.Krishna Rao 3 (Three) Sd/- S/o.Dr. Kolli Simhachalam Equity (K.Krishna Rao) Plot No. 28, Srinagar Colony


Business

K.Lavanya

W/o. K.Krishna Rao

Plot No. 28, Srinagar Colony


5 House wife

3 (Three) Sd/- Equity K.Lavanya)

6 P.Suryanarayana Murthy 3 (Three) Sd/- S/o.P.Satyanarayana Murthy Equity (P.Suryanarayana I.C. 106, Erramanzil colony Murthy) Hyderabad 500 004

Service

7 P.Kameswara Rao 3 (Three) Sd/-

We, the several persons whose names, addresses and descriptions are subscribed

hereunder, are desirous of being formed into a Company in pursuance of this

Memorandum of Association and we respectively agree to take the number of shares in

the capital of the Company set opposite our respective names.

S/o.P.Satyanarayana Murthy

7-1-183 Ameerpet

Hyderabad 500 016

Service

Equity (P.Kameswara

Rao)

Total No. of Shares

21

(Twenty

One)

(Equity)

Place : Hyderabad

Date : 8-6-1978

ARTICLES OF ASSOCIATION

OF


1. No regulations contained in Table A in the First Schedule to the

Companies Act, 1956, or in the Schedule to any previous Companies Act,

shall apply to this Company, but the regulations for the management of the

Company and for the observance of the Members thereof and their

representatives shall, subject to any exercise of the statutory powers of the

Company with reference to the repeal or alteration of or addition to its

regulations by Special Resolution as prescribed by the said Companies

Act, 1956 be such as are contained in these Articles.

INTERPRETATION

2. In the Interpretation of these Articles, unless repugnant to the subject or

context:

“The Company “ or “this Company” means BHEEMA CEMENTS

LIMITED.

“The Act,”The Companies Act, 1956” or any statutory modification or re-

enactment thereof for the time being in force.

“In Writing” and “Written” include printing, lithography and other modes

of representing or reproducing words in a visible form except in the case

of minutes of Meetings which must be written in hand in ink.

“Member” means the duly registered holders, from time to time, of the

shares of the Company and includes the subscribers of the Memorandum

of the Company.

“Office” means the Registered Office for time being of the Company.

“Paid-up” includes credited as paid-up.

“Persons” include Corporation as well as individuals.

“The Registrar” means the Registrar of Companies, Andhra Pradesh.

“Seal” means the Common seal for the time being of the Company.

Words importing the singular number include, where the context admits or

requires the plural number, and vice versa.

“Year” means the calendar year and “financial year” shall have the

meaning assigned thereto by Section 2 (17) of the Act.

Save as aforesaid, any words or expressions defined in the Act shall, if not

inconsistent with the subject or context, bear the same meaning in these

Articles.

CAPITAL AND INCREASE AND REDUCTION IN CAPITAL

3. “The Authorised Share Capital of the Company shall be as specified in

clause IV(a) of the Memorandum of Association of the Company.”

4. Subject to the provisions of Section 80 of the Act, any preference shares

may be issued on the terms that they are, or at the option of the Company,

liable to be redeemed on such terms and in such manner as the Company

before the issue of such shares may by special resolution determine.

5. (a) The Directors shall in making the allotments duly observe the

provisions of the Act.

(b) The amount payable on application on each share shall not be less than

5 percent of the nominal amount of the Share

© Nothing herein contained shall prevent the Directors from issuing fully

paid-up share either on payment of the entire nominal value thereof in

cash or in satisfaction of any outstanding debt or obligation of the

Company.

6. The Company in General Meeting may, from time to time, increase the

Authorised Capital by the creation of new shares, such increase to be of

such aggregate amount and to be divided into shares of such respective

amounts as the resolution shall prescribe . The new shares shall be issued

upon such terms and conditions and with such rights and privileges

annexed thereto, as the resolution shall prescribe and, in particular, such

shares may be issued with a preferential or qualified right to dividends and

in the distribution of assets of the Company and with a right of voting at

General Meetings of the Company in conformity with Section 87 of the

Act, Whenever the Capital of the Company has been increased under the

provisions of this Article, the Directors shall comply with the provisions

of Section 97 of the Act.

7. Except so far as otherwise provided by the conditions of issue or by these

presents, any capital raised by the creation of new shares shall be

considered as part of the existing capital and shall be subject to the

provisions herein contained with reference to the payment of calls and

installments, forfeiture, lien, surrender, transmission, voting and

otherwise.

8. Subject to the provisions of Sections 78, 80,100 to 105 inclusive of the

Act, the Company in General Meeting may, from time to time, by Special

Resolution, reduce its capital and any Capital Redemption Reserve

Account or Shares Premium Account, in any manner for the time being

authorized by law, and, in particular, capital may be paid off on the

footing that it may be called up again or otherwise. This Article is not to

derogate from any power the Company would have it it were omitted.

9. Subject to the provisions of Section 94 of the Act, the Company in

General Meeting may, from time to time, sub-divide or consolidate its

shares subject as aforesaid, the Company in General Meeting may cancel

shares, which have not been taken or agreed to be taken by any person,

and diminish the amount of its share capital by the amount of the shares so

cancelled.

10. The Company in General Meeting may convert any fully paid-up shares

into stock and may at any time reconvert any stock into fully paid-up

shares of and denomination. The provisions of Clauses 37,38 and 39 of the

Table ‘A’ to Schedule 1 of the Act shall apply when shares are converted

into stock as aforesaid.

SHARES AND CERTIFICATES

11. The Company shall cause to be kept a Register and Index of Members in

accordance with Sections 150 and 151 of the Act.

12. The Shares in the capital shall be numbered progressively according to

their several denominations and except in the manner herein before

mentioned no share be subdivided. Every forfeited or surrendered share

shall continue to bear the number by which the same was originally

distinguished.

13. The Board shall observe the restrictions as to allotment of shares to the

public contained in Sections 69 and 70 of the Act, and shall cause to be

made the returns as to allotment provided for in Section 75 of the Act.

14. (a) Where it is proposed to increase the subscribed capital of the

Company by allotment of further shares then such further shares shall be

offered to the persons who, at the date of the offer, are holders of the

equity shares of the Company in proportion, as nearly as circumstances

admit, to the capital paid-up on those shares at the date. Such offer shall

be made by a notice specifying the number of shares offered and limiting a

time not being less than 15 days from the date of the offer, within which

the offer, if not accepted, will be deemed to have been declined. After the

expiry of the time specified in the notice aforesaid or on receipt of earlier

intimation from the person to whom such notice is given that he declines

to accept the shares offered, the Board may dispose of them in such

manner as they think most beneficial to the Company.

(b) Notwithstanding anything contained in the preceding clause, the Company

may:

(i) by a special resolution, or

(ii) by an ordinary resolution and with the consent of the Central

Government, issue further shares to any person or persons and such

person or persons may or may not include the persons who at the date

of the offer are the holders of the equity shares of the Company.

© Notwithstanding anything contained in Clause (b) above but subject

however to Section 81 (3) of the Act, the Company may increase its

subscribed capital on exercise of an option attached to debentures issued or

loans raised by the Company to convert such debentures or loans into shares,

or to subscribe for shares in the Company.

15. Subject to the provisions of these Articles and of the Act, the shares shall

be under the control of the Board who may allot or otherwise dispose of

the same to such persons on such terms and conditions and at such times

as the Board thinks fit and with full power to allot shares of any class of

the Company either subject to the provisions of Sections 78 and 79 of the

Act, at a premium or at par or at a discount provided that option or right

to call of shares shall not be given to any person except with the sanction

of the Company in General Meeting. The Board shall cause to be made the

returns as to allotment provided for in Section 75 of the Act.

16. In addition to and without derogating from the powers for that

purpose conferred on the Board under Articles 14 and 15 of the

Company in General Meeting may, subject to the provisions of section 81

of the Act, determine that any shares (whether forming part of the original

capital or of any increased capital of the Company) shall be offered to

such persons (whether members or not) in such proportion and on such

terms and conditions and either, subject to compliance with the provisions

of Sections 78 and 79 of the Act, at a premium or at par or at a discount as

such general Meeting shall determine and with full power to give any

person (whether a member or not) the option to call for or be allotted

shares of any class of the Company either, subject to the compliance with

the provisions of Sections 78 and 79 of the Act at a premium or at par or at

a discount, such option being exercisable at such times and for such

consideration as may be directed by such General Meeting. The Company

, in General Meeting, may make any other provisions whatsoever for the

issue, allotment or disposal of any shares.

17. Any application signed by or on behalf of an applicant for shares in the

Company, followed by an allotment of any share therein, shall be an

acceptance of shares within the meaning of these Articles, and every

person who thus or otherwise accepts any shares and whose name is on the

Register of Members shall, for the purpose of these articles, be a Member.

18. The money, if any, which the Board shall, on the allotment of any shares

being made by them, require or direct to be paid by way of deposit, call or

otherwise, in respect of any shares allotted by them, shall immediately on

the inscription of the name of the allottee in the Register of Members as

the name of the holder of such become a debt to and recoverable by the

Company from the allottee thereof, and shall be paid by him accordingly.

19. Every member or his heirs, executors or administrators shall pay to the

Company the portion of the capital represented by his share or shares

which may, for the time being, remain unpaid thereon, in such amounts, at

such time or times, and in such manner as the Board shall, from time to

time, in accordance with these Articles, require or fix for the payment

thereof.

20. (a) Every Member or allottee of shares shall be entitled, without payment,

to receive one certificate specifying the name of the person in whose

favour it is issued, the shares to which it relates and the amount paid-up

thereon. Such certificate shall be issued only in pursuance of a resolution

passed by the Board and on surrender to the Company of its letters of

allotment or its fractional coupons of requisite value, save in cases of

issues against letters of acceptance or of renunciation, or in cases of issue

bonus shares. Every such certificate shall be issued under the Seal of the

Company, which shall be affixed in the presence of two Directors or

persons acting on behalf of the Directors under a duly registered power of

attorney and the Secretary or some other person appointed by the Board

for the purpose, and the two Directors or their attorneys and the Secretary

or other person shall sign the share certificate; provided that if the

composition of the Board permits, of it, atleast one of the aforesaid two

Directors shall be a person other than the Managing Director or a whole

time director, if any. For any further certificate the Board shall be entitled

shall not be bound to prescribe a charge not exceeding Rupee one

Particulars of every share certificate issued shall be entered in the Register

of Members against the name of the person to whom it has been issued,

indicating the date of issue. (b) Any two or more joint allottees of the share shall, for the purpose of

this Article be treated as a single member and the certificate of one share,

which may be the subject of joint ownership, may be delivered to any one

of such joint owners on behalf of all of them. The Company shall comply

with the provisions of Section 113 of the Act.

© A Director may sign a share certificate by affixing his signature thereon

by means of any machine, equipment or other mechanical means such as

engraving in metal or lithography, but not by means of a rubber stamp,

provided that the Director shall be responsible for the safe custody of such

machine, equipment or other material used for the purpose.

21. (a) No Certificate of any share or shares shall be issued either in exchange

for those which are sub-divided or consolidated or in replacement of those

which are defaced, torn or old, decrepit, worn out, or where the cages on

the reverse for recording transfers have been duly utilized, unless the

certificate in lieu of which it is issued is surrendered to the Company. No

fee shall be charged for a certificate issued in terms of this article.

(b) When a new share certificate has been issued in pursuance of clause (a) of

this Article it shall state on the face of it and against the stub or counterfoil to

the effect that it is “issued in lieu of share certificate No… sub-

divided/replaced on consolidation of shares.”

© If a share certificate is lost or destroyed, a new certificate in lieu thereof

shall be issued only with the prior consent of the Board and on payment of

such fee, not exceeding Rupees two, as the Board may from time to time fix,

and on such terms, if any, as to evidence and indemnity as to payment of out

of pocket expenses incurred by the Company in investigating evidence, as the

Board thinks fit.

(d) When a new share certificate has been issued in pursuance of clause © of

this Article, it shall state on the face of it and against the stub or counterfoil to

the effect that it is a “Duplicate issued in lieu of share Certificate No… “This

word “Duplicate” shall be stamped or punched in bold letters across the face

of the share Certificate.”

(e) Where a new share certificate has been issued in pursuance of clause (a) or

clause (c) of this Article, particulars of every such share certificate shall be

entered in a Register of Renewed and Duplicate Certificates indicating

against the names of the persons to whom the certificate is issued, the number

and date of issue of the share certificate in lieu of which the new certificate is

issued, and the necessary changes indicated in the Register of members by

suitable corss references in the “remarks” column.

(f) All blank forms to be issued of share certificates shall be printed and the

printing shall be done only on the authority of a resolution of the Board. The

blank forms shall be consecutively machine-numbered and the forms and the

blocks, engravings, facsimiles and hues relating to the printing of such forms

shall be kept in the custody of the Secretary or such other person as the Board

may appoint for the purpose, and the Secretary or the other person aforesaid

shall be responsible for rendering an account of these forms to the Board.

(g) The Managing Director, for the time being, or, if the Company has no

Managing Director, every director shall be responsible for the maintenance,

preservation and safe custody of all books and documents relating to the issue

of share certificates except the blank forms of share certificates referred to in

clause (f) of the Article.

(h) all books referred to in clause (g) of this Article shall be preserved in good

order permanently.

22. If any share stands in the names of two or more person, the person first-

named in the Register of Members shall as regards receipt of dividends or

bonus or service of notices and all or any other matter connected with the

Company except voting at meetings and the transfer of the shares, be

deemed the sole holder thereof but the joint holders of a share shall be

severally as well as jointly liable for the payment of all installments and

calls due in respect of such share, and for all incidents thereof according to

these Articles.

23. Except as ordered by a Court of competent jurisdiction or as by law

required, the Company shall not be bound to recognize any equitable,

contingent, future or partial interest in any share, or except only as is by

these Articles otherwise expressly provided any right in respect of a share

other than an absolute right thereto, in accordance with these Articles, in

the person, from time to time, registered as the holder thereof, but the

Board shall be at liberty at their sole discretion to register any share in the

joint names of any two or more persons or the survivor or survivors of

them.

24. None of the funds of the Company shall be applied in the purchase of any

shares of the Company, and it shall not give any financial assistance for or

in connection with the purchase or subscription of any shares in the

Company or in its holding Company save as provided by Section 77 of the

Act.

UNDERWRITING AND BROKERAGE

25. Subject to provisions of Section 76 of the Act, the Company may at any

time pay a commission to any person in consideration of his subscribing or

agreeing to subscribe (whether absolutely or conditionally) for any shares

or debentures in the Company, or procuring or agreeing to procure

subscription (whether absolute or conditional) for any shares or

debentures in the Company, but so that the commission shall not exceed in

the case of shares five percent of the price at which the shares are issued

and in the case of debentures two and a half percent of the price at which

the debentures are issued, Such commission may be satisfied by payment

of cash or by allotment of fully or partly paid shares or partly in one way

and partly in the other.

26. The Company may pay a reasonable sum for brokerage.

CALLS

27. The Board may, from time to time subject to the terms on which any

shares may have been issued and subject to the conditions of allotment and

a resolution passed at a meeting of the Board ( and not by circular

resolution) make such call as it thinks fit upon the Members in respect of

all moneys unpaid on the shares held by them respectively, and each

Member shall pay the amount of every call so made on him to the person

or persons and at the times and places appointed by the Board. A call may

be made payable by installments.

28. Thirty days, notice in writing of any call shall be given by the Company

specifying the time and place of payment and the person or persons to

whom such call shall be made.

29. A call shall be deemed to have been made at the time when the resolution

authorizing such, call was passed at a meeting of the Boad.

30. The joint-holders of a share shall be joinly and severally liable to pay all

calls in respect thereof.

31. The Board may, from time to time, at its discretion, extend the time fixed

for the payment of any call, and may extend such time as to all or any of

the Members whom, from residence at a distance or other cause, the

Board may deem fairly entitled to such extension but no Member shall be

entitled to such extension save as a matter of grace and favour.

32. If any Member fails to pay any call due from him on the day appointed for

payment thereof, or any such extension thereof as aforesaid, he shall be

liable to pay interest on the same from the day appointed for the payment

thereof to the time of actual payment at such rate as shall from time to

time be fixed by the Board not exceeding 9 percent per annum, but

nothing in this Article shall render it obligatory for the Board to demand

or recover any interest from any such member.

33. Any sum , which by the terms of issue of a share becomes payable on

allotment or at any fixed date, whether on account of the nominal value of

the share or by way of premium , shall for the purposes of these Articles

be deemed to be a call duly made and of which due notice has been given

and payable on the date of which by the terms of issue the same became

payable and in case of non-payment all the relevant provisions of these

Articles as to payment of interest and expenses forfeiture or otherwise,

shall apply as if such sum had become payable by virtue of a call duly

made and notified

34. On the trial or hearing of any action or suit brought by the Company

against any Member or his representatives for the recovery of any money

claimed to be due to the Company in respect of his shares, it shall be

sufficient to prove that name of the Member in respect of whose shares the

money is sought to be recovered appears entered on the Register of

Members as the holder at or subsequent to the date at which the money

sought to be recovered is alleged to have become due on the shares in

respect of which such money is sought to be recovered that the resolution

making the call is duly recorded in the minutes that notice of such call was

duly given to the Member or his representatives used in book and

pursuance of these Articles; and it shall not be necessary to prove the

appointment of the Directors who made such call, not that a quorum of

Directors was present at the Board Meeting at which any call was made,

nor that the meeting at which any call was made duly convened or

constituted nor any other matters whatsoever, but the proof of the matters

aforesaid shall be conclusive of the debt.

35. Neither the receipt by the Company of a portion of any money which shall

from time to time be due from any Member to the Company in respect of

his shares, either by way of principal or interest, not any indulgence

granted by the Company in respect of the payment of any such money,

shall preclude the Company from thereafter proceeding to enforce a

forfeiture of such shares as hereinafter provided.

36. (a)The Board may, if it thinks fit, agree to and receive from any Member

willing to advance the same all or any part of the amounts of his shares

beyond the sums actually called up; and upon the moneys so paid in

advance, or upon so much thereof, from time to time and at any time

thereafter as exceeds the amount of the calls then made upon and due in

respect of the shares on account of which such advances are made, the

Board may pay or allow interest at such rate, not exceeding without the

sanction of the company in General Meeting 9 percent per annum, as the

Member paying the sum in advance and the Board agree upon, provided

that money paid in advance of calls shall not confer a right to dividend or

to participate in profits. The Board may agree to repay at any time any

amounts so advanced or may at any time repay the same upon giving to

the Member three month’s notice in writing. (b) No Member paying any such sum in advance shall be entitled to voting

rights in respect of the money so paid by him until the same would but for

such payment, become presently payable.

LIEN

37. The Company shall have a first and paramount lien upon every share not

being fully paid-up registered in the name of each Member (whether

solely or jointly with others) and upon such proceeds of sale thereof for

moneys called or payable at a fixed time in respect of such share whether

the time for payment shall actually have arrived or not and no equitable

interest in any share shall be created except upon the footing and condition

that Article 23 hereof is to have full effect. Such lien extends to all

dividends from time to time declared in respect of such share. Unless

otherwise agreed, the registration of a transfer of a share shall operate as a

waiver of the Company’s lien. If any, in such share.

38. For the purpose of enforcing such lien the Board may sell the share subject

thereto in such manner as it shall think fit, and for that purpose may cause

to be issued a duplicate certificate in respect of such share and may

authorize one of its members to execute a transfer thereof on behalf of and

in the name of such Member. No sale shall be made until such period as

aforesaid shall have arrived, and until notice in writing of the intention to

sell shall have been served on such member or his representatives and

default shall have been made by him or them in payment, fulfillment or

discharge of such debts liabilities or engagements for fourteen days after

such notice.

39. The net proceeds of any such sale shall be received by the Company and

applied in or towards payment of such part of the amount in respect of

which the lien exists as it presently available and the residue, if any, shall

subject to a like lien for sums not presently payable as existed upon the

shares before the sale, be paid to the person entitled to the shares

immediately prior to the same.

FORFEITURE OF SHARES

40. If any Member fails to pay any call or installment of a call on or before the

day appointed for the payment of same or any such extension thereof as

aforesaid, the Board may at any time thereafter during such time as the

call or installment remains unpaid give notice to him requiring him to pay

the same together with any interest that may have accrued and all expenses

that may have been incurred by the Company by reason of such non-

payment.

41. The notice shall name a day (not being less than fourteen days from the

date of the notice) and a place or places on and at which such call or

installment and such interest thereon at such rate not exceeding 9 per cent

per annum as the Board shall determine from the date on which such call

or installment ought to have been paid and expenses as aforesaid are to be

paid. The notice shall also state that in the event of the non-payment at or

before the time and at the place appointed the shares in respect of which

the call was made or installment is payable will be liable to be forfeited.

42. If the requirements of any such notice as aforesaid shall not be complied

with, every or any share in respect of which such notice has been given

may at any time thereafter before payment of all calls or installments,

interest and expenses due in respect thereof, be forfeited by a resolution of

the Board to that effect. Such forfeiture shall include all dividends

declared or any other moneys payable in respect of the forfeited share and

not actually paid before the forfeiture.

43. When any share shall have been so forfeited, notice of the forfeiture shall

be given to the Member in whose name it stood immediately prior to the

forfeiture, and an entry of the forfeiture with the date thereof shall

forthwith be made in the register of members but no forfeiture shall be in

any manner invalidated by any omission or neglect to give such notice or

to make any such entry as aforesaid.

44. Any share so forfeited shall be deemed to be the property of the

Company, and may be sold, re-allotted or otherwise disposed of, either to

the original holder thereof or to any other person, upon such terms and in

such manner as the Board shall think fit.

45. Any member whose share have been forfeited shall cease to be a member

in respect of the forfeited shares but shall, notwithstanding the forfeiture,

be liable to pay and shall forthwith pay to the company on demand all

calls, installments, interest and expenses owing upon or in respect of such

shares at the time of the forfeiture, together with interest thereon from the

time of the forfeiture until payment, at such rate not exceeding 9 percent

per annum as the Board may determine and the Board may enforce the

payment thereof, if it thinks fit.

46. The forfeiture of a share shall involve extinction, at the time of the

forfeiture, of all interest in and all claims and demands against the

Company, in respect of the share and all other rights incidental to the

share, except only such of those rights as by these Articles are expressly

saved.

47. A declaration in writing that the declarant is a Director or secretary of the

Company and that a share in the Company has been duly forfeited in

accordance with these Articles on a date stated in the declaration shall be

conclusive evidence of the facts therein stated as against all persons

claiming to be entitled to the share.

48. Upon any sale after forfeiture or for enforcing a lien in purported exercise

of the powers herein before given, the Board may appoint some person

to execute an instrument of transfer of the shares sold and cause the

purchaser’s name to be entered in the Register of Members in respect of

the shares sold and the purchaser shall not be bound to see to the

regularity of the proceedings or to the application of the purchase money,

and after his name has been entered in the Register in respect of such

shares the validity of the sale shall not be impeached by any person and

the remedy of any person aggrieved to the sale shall be in damages only

against the Company exclusively.

49. Upon any sale: re-allotment or other disposal under the provisions of the

preceding Articles, the certificates originally issued in respect of relative

shares shall stand cancelled and become null and void and of no effect,

and the Board shall be entitled to issue a new certificate or certificates in

respect of the said shares to the person or persons entitled thereto.

50. The Board may at any time before any share so forfeited shall have been

sold, re-alotted or otherwise disposed of, annual the forfeiture thereof

upon such conditions as it thinks fit.

TRANSFER AND TRANSMISSION OF SHARES

51. The Company shall keep a “Register of Transfers” and therein shall be

fairly and distinctly entered particulars of every transmission of any share.

52. The instrument of transfer of any share shall be in writing in the

prescribed form under the Companies (Central Government) General

Rules and Forms, 1956.

53. Every such instrument of transfer shall be executed both by the transferor

and the transferee and attested and the transferor shall be deemed to

remain the holder of such share until the name of the transferee shall have

been entered in the Register of Members in respect thereof.

54. The Board shall have power on giving not less than seven days previous

notice by advertisement in a news paper circulating in the District on

which the Registered Office is situated to close the Register of Members

or Register of Debenture holders at such time or times and for such

period or periods not exceeding thirty days at a time and not exceeding in

the aggregate forty five days in each year, as to it may seem expedient.

55. Subject to the provisions of Section 111 of the Act and Section 22A of

Securities Contracts (Regulation) Act, 1956, the Board may on behalf of

the company and in its own absolute and uncontrolled discretion, decline

to register the transfer of or the transmission by operation of law of the

Right to, any shares or interest of a member in, or debentures of the

Company, provided, however, that the registration of a share or a

debenture shall not be refused on the ground of the transferor being either

alone or jointly with any other person or persons indebted to the

Company on any account whatsoever, except when the Board has

exercised the power of lien vested in it under these Articles in respect of

shares proposed to be transferred and shall within two months from the

date on which the instruments of transfer or the intimation of such

transmissions, as the case may be was delivered to the Company, send

notice of the refusal to the transferee and the transferor or to the person

giving intimation of such transmission, as the case may be, giving reasons

for such refusal.

56. Where in the cases of partly paid shares and application for registration is

made by the transferor the Company shall give notice of the application to

the transferee in accordance with the provisions of Section 110 of the Act.

57. IN the case of the death of any one or more of the persons named in the

Register of Members as the Joint holders of any share, lthe survivors shall

be the only persons recognized by the Company as having any title to or

interest in the share, but nothing herein contained shall be taken to release

the estate of a deceased joint holder from any liability on shares held by

him jointly with any other person.

58. The executors or administrators or holders of a Succession Certificate or

the legal representatives of a deceased Member (not being one of two or

more joint holders) shall be the only persons recognized by the Company

as having any title to the shares registered in the name of such Member

and the Company shall not be bound to recognize such executors of

administrators or holders of Succession Certificate or the legal

representatives unless such executors or administrators or legal

representatives shall have first obtained Probate or letters of

Administration or Succession Certificate as the case may be, form a duly

constituted Court in the Union of India that in any case where the Board

in its ab solute discretion thinks fit, it may dispense with production of

Probate of letters of Administration or succession Certificate and upon

such terms as to indemnity or otherwise as the Board in its absolute

discretion may think necessary and under Article 60 register the name of

any person who claims to be absolutely entitled to the shares standing in

the name of a deceased Member, as a member. 59. No share shall in any circumstances be transferred to any infant, insolvent

or person of unsound mind.

60. Subjec t to the provisions of Articles 57 and 58, any person becoming

entitled to shares in consequence of the death, lunacy, bankruptcy or

insolvency of any Member or by any lawful means other than by a transfer

in accordance with these Articles, may, upon producing such evidence that

he sustains the character in respect of which he proposed to act under this

Article or of his title, as the Board thinks sufficient, either get himself

registered as the holder of the shares or elect to have some person

nominated by him and approved by the Board registered as such holder,

provided, nevertheless, that if such person shall elect to have his nominee

registered, he shall testify the election by executing in favour of his

nominee an instrument of transfer in accordance with the provisions herein

contained, and until he does so, he shall not be freed from any liability in

respect of the shares. 61. A person entitled to a share by transmission shall subject to the right of the

Directors to retain such dividends or moneys as hereinafter provided, be

entitled to receive and may give a discharge for any dividends or other

moneys payable in respect of the shares.

62. Every instrument of transfer shall be presented to the Company duly

stamped for registration accompanied by a such evidence as the Board

may require to prove the title of the transferor and his right to transfer the

shares, and every registered instrument of transfer shall remain in the

custody of the company until destroyed by order of the Board.

63. Before the registration of a transfer, the certification of the share to be

transferred or, if no such certificate is in existence, a letter of allotment of

such share, must be delivered to the Company along with, save as

provided in Section 108 of the Act, a properly stamped and executed

instrument of transfer.

64. The Company shall incur no liability or responsibility whatever in

consequence of its registering or giving effect to any transfer of share

made or purporting to be made by any apparent legal owner thereof (as

shown or appearing in the Register of Members) to the prejudice of

persons having or claiming any equitable right, title or interest to or in the

said shares, notwithstanding that the Company may have had notice of

such equitable right, title or interest or notice prohibiting registration of

such transfer, and may have had notice of such equitable right, title or

interest or notice prohibiting registration of such transfer, and may have

entered such notice, or referred thereto, in any book of the Company and

the Company shall not be bound or required to regard or attained or give

effect to any notice which may be given to it of any equitable right, title

or interest, or be under any liability whatsoever for refusing or neglecting

so to do, though it may have been entered or referred to in some book of

the Company, but the Company shall nevertheless be at liberty to regard

and attend to any such notice, and give effect thereto if the Board shall so

think fit.

COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO MEMBERS

65. Copies of the Memorandum and Articles of Association of the Company

and other documents referred to in section 39 of the Act shall be sent by

the Company to every Member at his request within seven days on

payment of the sum of Rupee one for each copy.

BORROWING POWERS

66. Subject to the provision of Section 292 and 293 of the Act and of these

Articles, the Board may, from time to time at its discretion, by a resolution

passed at a meeting of the Board, accept deposits from members, either in

advance of calls or otherwise, and generally raise or borrow or secure the

payment or of any sum or sums of money for the Company. Provided,

however, where the moneys to be borrowed together with the moneys

already borrowed (apart from temporary loans obtained from the

Company’s bankers in the ordinary course of business) exceed the

aggregate of the paid up capital of the Company and its free reserves (not

being reserves set apart for any specific purpose) the Board shall not

borrow such moneys without the consent of the company in General

Meeting.

67. The payment or repayment of moneys borrowed as aforesaid may be

secured in such manner and upon such terms and conditions in all respects

as the Board may think fit, and in particular by a resolution passed at a

meeting of the Board (and not by circular resolution) by the issue of

debentures or debenture stock of the Company, charged upon all or any

part of the property of the Company (both present and future), including

its uncalled Capital for the time being, and debentures; debenture-stock

and other securities may be made assignable free from any equities

between the Company and the person to whom the same may be issued.

68. Any debentures may be issued at a discount, premium or otherwise and

may be issued on condition that they shall be convertible into shares of

any denomination and with any privileges and conditions as to

redemption, surrender, drawing, allotment of shares and attending (but not

voting) at General Meetings, appointment of Directors and otherwise,

Debentures with the right to conversion into or allotment of shares shall be

issued only with the consent of a Special Resolution of the Company in

General Meeting.

69. The Board shall cause a proper register to be kept in accordance with the

provisions of the section 143 of the Act of all mortgages, debentures and

charges specifically affecting the property of the Company , and shall

cause the requirements of sections 118, 125 and 127 to 144 (both

inclusive) of the Act in that behalf to be duly complied with, so far as they

fall to be complied with by the Board.

70. The Company shall, if at any time it issued debentures, keep a Register

and Index of Debenture holders in accordance with Section 152 of the Act.

MEETING OF MEMBERS

71. Every Annual General Meeting shall be called for a time during business

hours, on a day that is not a Public holiday, and shall be held at the office

or at some other place within the City, town or village in which the office

is situated as the Board may determine and the notice calling the meeting

shall specify it as the annual General Meetings, The Company may in any

one annual general Meeting fix the time for its subsequent annual General

Meetings. Every Member shall be entitled to attend either in person or by

proxy and the auditor of the Company shall have the right to attend and to

be heard at any General Meeting which he attends on any part of the

business which concerns him as Auditor. At every Annual General

Meeting there shall be laid on the table the Directors’ Report and audited

Accounts and Balance Sheet, Auditors’ Report (if not already incorporated

in the Audited Accounts and Balance sheet), the proxy Register with

proxies and the Register of Directors’ shareholding which latter register

shall remain open and accessible during the continuance of the Meeting.

The Board shall prepare the annual list of Members, summary of Share

Capital, Balance Sheet and Profit and Loss Account, forward the same to

the Registrar, in accordance with Sections 159, 161 and 22o of the Act. 72. The Board may, whenever it thinks fit, call an extra-ordinary General

Meeting and it shall do so upon a requisition in writing by any Member or

Members holding in the aggregate not less than one-tenth of such of the

paid up Capital as at the date carried the right of voting in regard to the

matter in respect of which the requisition has been made.

73. Any valid requisition so made by Members must state the objects or object

of the meetings proposed to be called, and must be signed by the

requisitionists and be deposited at the office provided that such requisition

may consist of several documents in like form each signed by one or more

requisitionists.

74. Upon the receipt of any such requisition, the Board shall forthwith call an

extraordinary General Meeting, and if it does not proceed within twenty

one days from the date of the requisition being deposited at the office to

cause a meeting to be called on a day not later than 45 days from the date

of deposit of the requisition, the requisitionists, or such of their number as

represent either a majority in value of the paid up share capital held by all

of them or not less than one tenth of such of the paid up share capital of

the Company as is referred to in Section 169 (4) of the Act, whichever is

less, may themselves call the meeting, but in either case any meeting so

called shall be held within three months from the date of the delivery of

the requisition as aforesaid.

75. Any meeting called under the foregoing Articles by the requisitionists

shall be called in the same manner, as nearly as possible as that in which

meetings are to be called by the Board.

76. Twenty one days’ notice at the least of every General Meeting, Annual or

Extra Ordinary, and by whomsoever called, specifying the day, place and

hour of meeting and the general nature of the business to be transacted

thereat, shall be given in the manner hereinafter provided to such persons

who are under these Articles entitled to receive notice from the Company

provided that in the case of annual General Meeting with the consent in

writing of all the Members entitled to vote thereat, and in case of any

other meeting with the consent of Members holding not less than 95

percent of such part of the paid up share capital of the Company as gives a

right to vote at the meeting, a meeting may be convened by a shorter

notice/ In the case of Annual General Meeting if any business other than

(i) the consideration of the accounts, Balance Sheet and Reports of the

Board of Directors and Auditors, (ii) the declaration of the dividend, (iii)

the appointment of Directors in place of those retiring, (iv) the

appointment of and fixing of the remuneration of the Auditors, is to be

transacted, and in the case of any other meeting in any event there shall be

annexed to the notice of the meeting a statement setting out all material

facts concerning each such item of business, including in particular the

nature of the concern or interest, if any therein of every Director and the

Manager, if any, of the company shall also be set out in the statement if

the extent of such shareholding interest is not less than twenty percent of

the paid up share capital of that other Company. Where any item of

business consist of the according of approval to any document by the

meeting the time and place where the document can be inspected shall be

specified in the statement aforesaid. 77. The accidental omission to give any such notice as aforesaid to any of the

Member, or the non receipt thereof shall not invalidate any resolution

passed at any such meeting.

78. No General Meeting, Annual or extra ordinary, shall be competent to enter

upon, discuss or transact any business which has not been mentioned in

the notice or notices upon which it was convened.

79. Five members present in person shall be a quorum for a General Meeting.

A body corporate being a Member shall be deemed to be personally

present if it is represented in accordance with Section 187 of the Act.

80. If within half an hour from the time appointed for holding a meeting of the

Company, a quorum shall not be present, the meeting, if convened by or

upon the requisition of Members, shall stand dissolved but in any other

case the Meeting shall stand adjourned to the same day in the next week

or if that day is a public holiday until the next succeeding day which is

not a public holiday at the same time and place or to such other day and at

such other time and place within the City in which the office is situated as

the Board may determine and if at such adjourned meeting a quorum is not

present within half an hour from the time appointed for holding the

meeting the members present shall be a quorum and may transact the

business for which the meting was called.

81. The Chairman, if any, of the Board of Directors shall be entitled to take

the Chair at every General Meeting whether Annual or Extraordinary. If

there be no such Chairman of the Board of Directors or it at any meeting

he shall not be present within ten minutes of the time appointed for

holding such meeting or shall decline to take the Chair, then the Managing

Director shall be entitled to take the Chair and falling all of them the

Members present shall elect another Director as a Chairman, and if no

Director be present or if all the Directors present decline to take the Chair,

then the Members present shall elect one of their members to be

Chairman.

82. No business shall be discussed at any General Meeting except the election

of a Chairman, whilst the chair is vacant.

83. The Chairman with the consent of the meeting may adjourn any meeting

from time to time and from place to place within the City in which the

office is situated but no business shall be transacted at any adjourned

meeting other than the business left unfinished at the meeting from which

the adjournment took place.

84. Before or on the declaration of the result of the voting on any resolution

on a show of hands, a poll may be ordered to be taken by the Chairman of

the meeting of his own motion and shall be ordered to be taken by him on

demand made on behalf of any member or members present in person or

by proxy and holding shares in the Company which confer a power to

vote on the resolution not being less than one tenth of the total voting

power in respect of the resolution, or on which an aggregate sum of not

less than fifty thousand rupees has been paid up. The demand for a poll

may be withdrawn at any time by the person or persons who make the

demand.

85. In the case of an equality of votes the Chairman shall both either on a

show of hands or at a poll, if any, have a casting vote in addition to the

vote or votes, if any, which he may be entitled as a member.

86. If a poll is demanded as aforesaid the same shall, subject to Article 84, be

taken at such time (not later than forty eight hours from the time when the

demand was made) and place within the City in which the office is

situated and either by open voting or by ballot, as the Chairman shall

direct, and either at once or after an interval or adjournment or otherwise

and the result of the poll shall be deemed to be the resolution of the

meeting at which the poll was demanded. The demand for a poll may be

withdrawn at any time by the person or persons who made the demand.

87. Where a poll is to be taken, the Chairman of the meeting shall appoint two

scrutineers to scrutinize the votes given on the poll and to report thereon to

him. One of the scrutineers so appointed shall always be a Member (not

being an officer or an employee of the Company) present at the meeting

provided such a Member is available and willing to be appointed. The

Chairman shall have power at any time before the result of the poll is

declared to remove a scrutineer from office and till vacancies in the office

of scrutineer arising from such removal or from any other case.

88. Any poll duly demanded on the election of a Chairman of a meeting or on

any question of adjournment shall be taken at the meeting forthwith.

89. The demand for a poll except on the questions of the election of the

Chairman and of an adjournment shall not prevent the continuance of a

meeting for the transaction of any business other than the question on

which the poll has been demanded.

89A. Passing of Resolution by Postal Ballot

Notwithstanding any thing contained in the Articles of Association of

the Company, the Company do adopt the mode of passing a Resolution

by the members of the Company by means of a postal ballot and/or other

ways as may be prescribed by the Central Government in this behalf in

respect of the following matters.

Instead of transacting such business in a General Meeting of the

Company:

i. Any business that can be transacted by the Company in General

Meeting; and

ii. Particularly, resolutions relating to such business as the Central

Government may by notification, declare to be conducted only

by postal ballot.

VOTE OF MEMBERS

90. No Member shall be entitled to vote either personally or by proxy at any

General Meeting or meeting of a class of shareholders either upon a show

of hands or upon a poll in respect of any shares registered in his name on

which any calls or other sums presently payable by him have not been

paid or in regard to which the company has exercised any right of lien.

91. Subject to the provisions of these Articles and without prejudice to any

special privileges or restrictions as to voting for the time being attached to

any class of shares for the time being forming part of the Capital of the

Company, every Member not disqualified by the last preceding Article

shall be entitled to be present and to speak and vote at such meeting and

on a show of hands every Member present in person shall have one vote

and upon a poll every Member present in person or by proxy shall,

subject to clause (b) of sub-section (1) of Section 87 of the Act, have one

vote for every share held by him either alone or jointly with any other

person or persons. Provided, however, if any preference shareholder be

present at any meeting of the Company them save as provided in clause

(b) of sub-section (2) of Section 87 of the Act, he shall only have a right

to vote in respect of such preference share on resolution placed before the

meeting which directly affect the rights attached to his preference shares.

92. On a poll taken at a meeting of the Company, a Member entitled to more

than one vote, or his proxy or other person entitled to vote for him, as the

case may be, need not, if he votes, use all his votes, or cast in the same

way all the votes he uses.

93. A member of unsound mind or in respect of whom an order has been made

by any court having rejurisdiction may vote, whether on a show of hands

or on a poll, by his committee or other legal guardian, and any such

committee or guardian may, on poll, vote by proxy; if any Member be a

minor, the vote in respect of his share or shares shall be by his guardian,

or any of his guardians if more than one, to be elected in case of dispute

by the Chairman of the meeting,

94. If there be joint registered holders of any shares, any one of such persons

may vote at any meeting or may appoint another person (whether a

member or not) as his proxy in respect of such shares as if he were solely

entitled thereto, but the proxy so appointed shall not have any right to

speak at the meeting and, if more than one of such joint holders be present

at any meeting, that one of the said persons so present whose name stands

higher on the Register of Members shall alone be entitled to speak and to

vote in respect of such shares, but the other or others of the joint holders

shall be entitled to be present at the meeting. Several executors or

administrators of a deceased Member in whose name shares stand shall for

the purpose of these Articles be deemed joint holders thereof.

95. Subject to the provisions of these Articles votes may be given either

personally or by proxy. A body corporate being a member may vote either

by a proxy or by a representative duly authorized in accordance with

Section 187 of the Act, and such representative shall be entitled to

exercise the same rights and powers (including the right to vote by proxy)

on behalf of the body corporate which he represents as that body could

exercise if it were an individual member.

96. Any person entitled under Article 60 to transfer any shares may vote at

any General Meeting in respect thereof in the same manner as if he were

the registered holder of such shares, provided that forty eight hours at least

before the time of holding the meeting or adjourned meeting as the case

may be at which he proposed to vote he shall satisfy the Board of his right

to transfer such shares and give such indemnity, if any, as the Board may

require or the Board shall have previously admitted his right to vote at

such meeting in respect thereof.

97. Every proxy (whether a member or not) shall be appointed in writing

under the hand of the appointer or his attorney, or it such appointer is a

corporation under the common seal of the corporation, or be signed by an

officer or an attorney duly authorized by it, and any committee or guardian

may appoint such proxy. The proxy so appointed shall not have any right

to speak at the meeting.

98. An instrument of proxy may appoint a proxy either for the purpose of a

particular meeting specified in the instrument and any adjournment thereof

or it may appoint for the purposes of every meeting of the Company or

every meeting to be held before the date specified in the instrument and

every adjournment of any such meeting.

99. No member present only by proxy shall be entitled to vote on a show of

hands, unless such member is a body corporate present by a proxy who is

not himself a member, in which case such proxy shall have a vote on the

show of hands as if he were a Member.

100. The instrument appointing a proxy and the power of attorney or

other authority, if any, under which it is signed or a notarially certified

copy of that power or authority, shall be deposited at office not later than

forty eight hours before the time for holding the meeting at which the

person named in the instrument proposed to vote and in default the

instrument of proxy shall not be treated as valid.

101. Every instrument of proxy whether for specified meeting or otherwise

shall, as nearly as circumstances will admit, be in any of the forms set out

in Schedule IX of the Act.

102. A vote given in accordance with the terms of an instrument of proxy shall

be valid not withstanding the previous death of the principal, or revocation

of the proxy or of any power of attorney under which such proxy was

signed, or the transfer of the share in respect of which the vote is given,

provided that no intimation in writing of the death, revocation or transfer

shall have been received at the office before the meeting.

103. No objection shall be made to the validity of any vote except at the

meeting or poll at which such vote shall be tendered and every vote

whether given personally or by proxy not disallowed at such meeting or

poll shall be deemed valid for all purposes of such meeting or poll

whatsoever.

104. The Chairman of the meeting shall be the sole judge of the validity of

every vote tendered at such meeting. The Chairman present at the taking

of a poll shall be the sold judge of the validity of every vote tendered at

such poll.

105. (a) The Company shall cause minutes of all proceedings of every

General Meeting to be kept in accordance with Section 193 of the

Act,

(b) Any such minutes shall be evidence of the proceedings recorded

therein

© The book containing the minutes of proceeding of General Meetings

shall be kept at the office and shall be open, during business hours,

for such periods not being less, in the aggregate, the two hours in

each day as the Director may determine, to the inspection of any

Member without charge.

DIRECTORS

106. (i) Until otherwise determined by General Meeting, the number of

Directors shall neither be less than three nor more than Twelve inclusive

of the Ex-officio Director, Nominee Directors, Technical Directors,

Special Directors and Debenture Directors alternate and additional

directors if any.

(ii) The first Directors of the Company are:

1. Capt J. Ram Rao, VSM, IN (Retd)

2. Cdr. A.V.Badve, IN (Retd)

3. Wg.Cdr. P.M.Mohan Rao (Retd)

4. Dr K.Krishna Rao

107. Subject to the provisions of Sections 260, 261, 262 and 284 (6) of the Act,

Directors shall have power at any time and from time to time appoint any

qualified person as a Director either to till a casual vacancy or as an

addition to the Board, but so that the total number of Directors shall not at

any time exceed the maximum number fixed as above. Any Director

appointed to fill a casual vacancy shall hold office only upto the date upto

which the Director in whose place he is appointed would have held office

if it has not been vacated. Any person appointed as an additional Director

shall hold office only upon the conclusion of the next Annual General

Meeting of the Company, but he shall be eligible lfor reappointment at

such meeting.

108. Without prejudice to the powers of Directors under Article 107, the

Company in General Meeting may appoint any person to be a Director

either to fill casual vacancy or as an addition add to the Board. A person

appointed to fill a casual vacancy shall hold office only upto the date on

which the Director in whose place he is appointed, would have held office

if he had not been vacated.

109. The Director of the Company may appoint an Alternate director to act for

a Director (hereinafter called the Original director) during his absence for

a period of not less than three months from the State in which meetings of

the Board are ordinarily held. An Alternate Director shall vacate office.

If any, when the Original Director returns to the State. If the term of

office of the Original Director is determined before he returns to such

State, any provision in the Act or in these Articles for the automatic

reappointment of retiring Director in default or of another appointment

shall apply to the Original Director and not to the Alternate Director.

110. (i) Subject to the provisions of Section 255 of the Act, the Company may,

as a result of special arrangement arrived at with any person or body

Corporate, allow such person’s or Body Corporate’s nominating

(including power to replace or remove) representatives on the Board of the

Company, . This discretion shall vest in the Board of Direct ors.

(ii) The Directors appointed under the provisions of sub-clause (i) above shall be

deemed ex-officio Directors within the meaning of these Articles. The

member of ex-officio Directors shall not exceed one-third of the total strength,

of the Board at any time. The ex-officio Directors as aforesaid shall not be

liable to retire by rotation nor shall their number taken into account for

determining the number of Directors liable to retire by rotation.

(iii) Notwithstanding anything to the contrary contained in these Articles,

so long as any monies shall be owing by the Company to Industrial

Development Bank of India (IDBI) or any other Financing

Corporation or Company or Body (hereinafter referred to as “the

Corporation”) and/or so long as the Corporation holds the

shares/debentures in the Company as a result of underwriting

assistance granted to the Company, each such Corporation shall,

pursuant to an agreement between it and the Company, have the right

to appoint one or more persons as Director(s) on the Board of

Directors of the Company (each such director hereinafter referred to as

“the Corporation Director”). The Corporation Director shall not be

required to hold qualification shares and shall not be liabvle to retire

by rotation. The Corporation may at any time and from time to time

remove the Corporation Director appointed by it any way, in the event

of such removal and also in case of death or resignation of the

Corporation Director, appoint another in his place and also fill any

vacancy which may occur as a result of the Corporation Director

ceasing to hold office for any reason whatsoever. Such appointment or

removal shall be made in writing by the Corporation and shall be

delivered to the Company at its registered office. The board of

Directors of the Company shall have no power to remove from office

the Corporation Director . The Corporation Director shall be entitled

to attend General Meetings, Board Meetings and Committee Meetings

of which he is a member, and the Corporation Director as well as the

Corporation shall be entitled to receive notices of all such meetings.

The Corporation Director shall be paid normal fees and expenses to

which other Directors are entitled PROVIDED THAT if the

Corporation Director nominated by IDBI is an officer of the Reserve

Bank of India (RBI) or IDBI, no sitting fees shall be payable to him

but the Company shall reimburse RBI or IDBI , as the case may be,

the amounts paid or payable under its rules to such Corporation

Director of account of traveling and halting allowances and any other

expenses for attending any General Meeting or any meeting of the

Board or committee of the Board of the Company. (iv) In connection with any collaboration arrangement with any Company

or Corporation or any firm or person for supply of technical know how

and/or machinery or technical advice the Directors may authorize

such Company, Corporation, firm or person (hereinafter in this clause

referred to as (“collaborator”) to appoint from time to time, any one or

more person(s) as Director(s) of the Company (hereinafter referred to

as “Special Director(s)” ) and may agree that such special director(s)

shall not be liable to retire by rotation and need not possess any

qualification shares to qualify him for the office of such Director, so

however that such special Director shall hold office so long as such

collaboration arrangement remains in force, unless otherwise agreed

upon between the Company and such Collaborator under the

collaboration arrangements or at any time thereafter. The collaborator

may at any time and from time to time remove any such Special

Director(s) appointed by it and may at the time of such removal and

also in the case of death or resignation of the person so appointed, at

any time , appoint any other person(s) as Special Director(s) in his

place and such appointment or removal shall be made in writing

signed by such Company or Corporation or any partner or such

person and shall be delivered to the Company at its Registered Office.

It is clarified that every Collaborator entitled to appoint a Director

under this Article may appoint one person as a Director and so that if

more than one Collaborator is so entitled there may be at any time as

many Special Directors as the Collaborators are eligible to make the

appointment. Every Collaborator entitled to appoint Directors under

this Article may appoint one or more person(s) as Director(s). (v) The total number of all kinds of Directors shall not exceed 12 at any

time without the prior sanction of the Central Government.

111. No Share qualification shall be necessary for any Director.

112. The remuneration of every Director, inclusive of the Alternative Director,

if any, and the Debenture Director, if any shall be such amount as may be

fixed by the Directors not exceeding such sum as may be prescribed for

every meeting of the Board of a Committee of Directors attended by him.

Notwithstanding anything contained in this Article, the Directors may at

any time and from time to time at their absolute discretion resolve, without

being bound to do so, for reasons of commercial expediency, to waive or

forego a part or the whole of the remuneration payable to one or more of

them under the aforesaid Article. 113. Subject to the provisions of Sections 309, 310 and 314 of the said Act:

(a) The Directors shall also be paid such further remuneration, if any, as the Company

in General Meeting may determine from time to time by special Resolution and

such further remuneration shall be divided among the Directors in such

proportion and manner as the Directors may agree among themselves from time

to time and in the absence of any such agreement, in proportion to their respective

attendance at the Board Meetings during the year preceding the General Meeting.

(b) If any Director being willing shall be called upon to leave and reside away from his

usual place of residence on the Company’s business, or to perform extra services

(which expression shall include the work done by a Director in signing certificates

of shares or Debentures issued by the Company, or work done by him as a

member of any Committee appointed by the Directors in terms of these Articles),

the Directors may have an arrangement with such a Director for Special

remuneration for the extra services performed either by way of salary or

commission, or by way of participation in profits or by a fixed sum of money and

such remuneration may be either in addition to or in lieu of his remuneration

provided vide Article 113 (a)

© A director shall also be paid in addition to the fee for attending meetings of the

Board and Committee, a fair compensation to cover his traveling, lodging,

boarding and other expenses incurred by him in the process of attending the

meeting of the Board of Committee at a venue in municipal limits whereof, he is

not ordinarily a bonafide resident.

(d) The Directors shall be entitled to be repaid any traveling and other expenses

incurred in connection with the business of the Company.

114. The continuing Directors may act notwithstanding any vacancy in their

body, but, if and so long as their number is reduced below the number

fixed by the Articles of the Company as the necessary quorum of

Directors, the continuing directors or Director may act for the purpose of

increasing the number of Directors to the number, or of summoning a

General Meeting but for no other purpose.

115. Subject to Section 283 (2) of the Act, the office of a Dire4ctor shall

become vacant if;

(a) he fails to obtain within the time specified in sub section (i) of Section

270 of the Act or at any time thereafter ceased to hold the share

qualifications, if any, required of him by these Articles; or

(b) he is found to be of unsound mind by a Court of competent jurisdiction;

or

(c) he applies to be adjudicated as insolvent; or

(d) he is adjudged an insolvent; or

(e) he fails to pay any call made on him in respect of shares of the Company

held by him, whether alone or jointly with others, within six months from

the date fixed for the payment of such call; unless the Central Government

has by notification in official Gazette removed the disqualification

incurred by such failure; or

(f) if the provisions of the Section 314 (1) are contravened and, therefore, he

is deemed to have vacated office under Sub clause (s) of Section 314 of

the Act; or

(g) he becomes disqualified by an Order of Court under Section 203 of the

Act; or

(h) he (whether by himself or by any person for his benefit or on his account)

or any firm in which he is a partner or any Private Company of which he

is a Director, accepts a loan, or any guarantee or security for a loan from

the Company in contravention of Section 295 of the Act; or

(i) he is removed in pursuance of Section 284 of the Act; or

(j) he acts in contravention of Section 299 of the Act; or

(k) he is convicted by a court of any offence involving moral turpitude and is

sentenced in respect thereof to imprisonment for not less than six months;

or

(l) he absents himself from there consecutive meetings of the Board of

Directors or from all meetings of the Board for a continuous period of

three months whichever is longer, without obtaining leave of absence

from the Board ; or

(m) he having been appointed a Director by virtue of his holding any office or

any employment in the Company ceases to hold such office or other

employment in the Company.

116. Subject to the provisions of Section 297 of the Act, a Director or his

relative a firm in which such a Director or relatives is a partner, any other

partner in such a firm or a Private Company, of which such Director is a

member or Director, may enter into a contract with the Company for the

sale, purchase or any supply of goods, materials or services or for

underwriting the subscription of any shares in, or debenture of the

Company provided that the consent of the Directors is obtained by a

Resolution passed at a meeting of the Directors before the contract is

entered into or within three months of the date on which it was entered

into. No such consent, however, shall be necessary to any such contract

or contracts for the purchase or sale of goods and materials for cars at

prevailing market price or for the sale, purchase or supply of goods,

materials or services in which either the Company or the Directors firm,

partner or Private Company as the case may be, regularly trades or does

business provided that the value of such goods and the costs of such

services do not exceed five thousand rupees in the aggregate in any

calendar year comprised in the period of the contract or contracts. The

Directors so contracting or being so interested shall not be liable to the

Company for any profit realized by any such contract or the judiciary

relation thereby established. 117. A Director who is in any way, whether directly or indirectly, concerned or

interested in a contract or arrangement entered into, or a proposed contract

or arrangement to be entered into by or on behalf of the Company, shall

disclose the nature of his concern or interest, at a meeting of the Board in

the manner provided in Section 299 (s) of the Act, provided that is shall

not be necessary for a Director to disclose his concern or interest in any

contract or arrangement entered into or to be entered into with any other

Company where any of the Directors of the Company or any such other

Company or two or more of them together hold not more than two percent

of the paid-up share capital in such other Company or the Company, as the

case may be, a General notice given to the Board by the Director, to the

effect that he is a Director or member of a specified body corporate or is a

member of a specified firm and is to be regarded as concerned or

interested in any contract or arrangement which may, after the date of the

notice, be entered into with that body cooperate or firm, shall be deemed

to be a sufficient disclosure of concern or interest in relation to any

contract or arrangement so made. Any such general notice shall expire at

the end of the financial year in which it is given but may be renewed for a

further period of one financial year at a time by a fresh notice given in the

last month of the financial year in which it would have otherwise expired.

No such general notice and no renewal thereof shall be of effect unless,

either it is given at a meeting of the Board or the Director concerned takes

reasonable steps to secure that it is brought upon and read at the first

meeting of the Board alter it is given.

118. No Director shall as a Director take any part in the discussion; or vote on

any contract or arrangement entered into or to be entered into by on behalf

of the Company, if he is in any way, whether directly or indirectly,

concerned or interested in such contract or arrangement, nor shall his

presence count for the purpose of forming a quorum at the time of any

such discussion or vote, and if he does vote, his vote shall be void,

provided however, that nothing herein contained shall apply to:

(a) Any contract of indemnity against any loss which the Directors, or

any one or more of them suffer by reason of becoming or being

sureties or a surety for the Company.

(b) Any contract or arrangement entered into or to be entered into with

a public company or a private company which is subsidiary of a

public company in which the interest of the Director consist solely.

© in his being:-

(d) a Director of such Company, and

(e) the holder of not more than shares of such number or value therein

as is requisite to qualify him for appointment as a Director thereof,

he having been nominated as such Director by the Company, or

(f) In his being a member holding not more than two percent of its

paid-up share capital.

119. The Company shall keep a register in accordance with Section 301 (1) of

the Act and shall within the time specified in Section 301 of the Act enter

therein such of the particulars as may be relevant having regard to the

application thereto of Section 297 or Section 299 of the Act, as the case

may be. The register aforesaid shall also specify. In relation to a Director,

the names of bodies corporate and firms of which notice has been given by

him under Article 118 . The register shall be kept at the office and shall be

open to inspection by members in accordance with Section 301 (5) of the

Act.

120. A Director may be or become a Director of any Company promoted by a

Company, or in it which may be interested as a vendor, shareholder or

otherwise and no such Director shall be accountable for any benefits

received as Director or shareholder of such Company except in so far as

Section 309 (6) or Section 314 of the Act may be applicable.

121. Not less than two-thirds of the total number of Directors of the Company

shall be persons whose period of office is liable to determination by

retirement of Directors by rotation and save as expressly provided in the

Act and these Articles, be appointed by the Company in General Meeting.

The remaining Directors shall be in accordance with these Articles.

122. At every Annual General Meeting of the Company one third of such of the

Directors for the time being as are liable to retire by rotation or, if their

number is not three or a multiple of three, the number nearest to one-third

shall retire from office.

123. Subject to the provisions of Sections 262 (2) and 264 (5) of the Act, the

Directors to retire by rotation under Article 122 at every Annual General

Meeting shall be those who have been longest in office since their last

appointment but as between persons who became Directors on the same

day, those who are to retire shall, in default or and subject to any

agreement among themselves, be determined by lot.

124. A retiring Director shall be eligible for re-election.

125. Subject to the provisions of Sections 255, 256,258,261,264, 284, 314 and

other applicable provisions, if any, of the Act, the Company at the Annual

General meeting at which a Director retires in manner aforesaid may fill

up the vacated office by electing the retiring Director or some other person

thereto.

126. If the place of the retiring Director is not so filled up and the meeting has

not expressly resolved not to fill the vacancy, the meeting shall stand

adjourned till the same day in the next week, at the same time and place or

if the day is a Public holiday, toll the next succeeding day which is not a

public holiday , at the same time and place.

127. If at the adjourned meeting also, the place of the retiring Director is not

filled up and that meeting also has not expressly resolved not to fill the

vacancy the retiring Director shall be deemed to have been re-appointed at

the adjournment meeting, unless.

(i) at that meeting or at the previous meeting a resolution for the

reappointment of such Director has been put to the meeting and lost;

(ii) the retiring Director has by a notice in writing addressed to the

Company or its Board of directors excpressed his unwillingness to be

so reappointed

(iii) he is not qualified or is disqualified for appointment

(iv) a resolution, whether special or ordinary is required for the

appointment or reappointment by virtue of any provisions of the Act;

or

(v) the provisio to sub-section (2) of Section 263 or sub-section (3) of

Section 280 of the Act is applicable to the case.

128. (a) At every Annual General Meeting, a motion shall not be made for the

appointment of two or more persons as Directors of the Company by a

single resolution, unless a Resolution that it shall be so made has been first

agreed to by the Meeting without any vote being given against it.

(b) A resolution moved in contravention of sub-article (a) of this Article

shall be void whether or not objection was taken at the time of being so

moved; provided that where a Resolution so moved is passed, no provision for

the automatic reappointment of retiring Directors in default of another

appointment shall apply.

© For the purpose of this Article a motion for approving person’s appointment or

for maintaining a person for appointment shall be treated as a motion of his

appointment.

129. A person who is not a Retiring Director shall subject to the provisions of

the Act, be eligible for appointment to the office of Director at any

General Meeting, if he or some member intending to propose him, has not

less than 14 days before themeeting, left at the office of the Company a

Notice in writing under his hand signifying his candidature for the office

of Director or the intention of such member to propose him as a candidate

for that office, as the case may be, along with a deposit of Five hundred

Rupees which shall be refunded to such person or, as the case may be, to

such member, if the person succeed in getting elected as Director. The

Company shall inform its members of the candidature of a person for the

office of a Director or the intention of a member to propose such k person

as a candidate for that office, by sending individual notices, or the

members not less than seven days before the General Meeting.

Provided,that it shall not be necessary for the Company to send individual

notices or the members as aforesaid, if the Company advertises such

candidature intention not less than seven days before the meeting, in

atleast two news papers circulated at the place where the office is located,

of which one is published in the English language and the other in the

regional language of that place. 130. Subject to the provisions of Sections 252, 255 and 259 of the Act, the

Company may by ordinary resolution, from time to time increase or

reduce the number of Directors and may alter their qualification. The

Company may subject to the provisions of Section 284 of the Act remove

any Director before the expiration of his period of office and appoint an

other duly qualified person in his stead. The person so appointed shall

hold office during such time as the Director in whose place he is

appointed would have held the same if he had not been removed.

131. (i) The Company shall keep at its registered office a Register containing

the particulars of its Directors and other persons mentioned in Section 303

of the Act and shall within the period of 30 days mentioned in the said

Section, send to the Registrar a return containing the particulars specified

therein, and shall otherwise comply with the provisions of the said Section

in all respects.

(ii) The Company shall also keep at its registered office a

Register in respect of the Shares and/or Debentures of

the Company held by its Director, or Manager, if any,

as required by Section 307 of the Act, and shall

otherwise duly comply with the provisions of the said

Section in all respects.

(iii) Every Director of the Company (including a person deemed to

be a Director by virtue of the Explanation to sub-section (1) of

Section 303 read with Section 7 of the Act) and other persons

mentioned in Section 303 of the Act shall, within 21 days of

his appointment, to any of the above offices in any other body

corporate disclose to the company the particulars relating to his

office in the other body corporate which are required to be

specified under Sub-section (1) of Section 303 of the Act.

(iv) Every Director and every person deemed to be a Director of the

Company by virtue of Sub-section (10) of Section 307 of the

Act, shall give notice to the Company of such matters relating

to himself as may be necessary for the purpose of enabling the

Company to comply with the provisions of that Section.

132. Subject to the provision of the Act, the Board shall have power to appoint

from time to time one or more of their body to the office of the Managing

Director or wholetime Director for such period and on such terms as they

think fit, such period not exceeding five years at a time. A Director so

appointed shall not with holding that office be subject to retirement by

rotation. The Board may by resolution vest in such Managing Director

such of the powers hereby vested in the Board generally as it thinks fit and

such powers may be made exercisable for such period or periods and upon

such conditions and subject to such restrictions, as it may determine. The

remuneration of the Managing Director/ whole time Director may be by

way of monthly payment, participating in profits or by either or both of

these modes or any other mode not expressly prohibited by the Act. 133. The Managing Director shall not exercise the powers to:

(a) Make calls on shareholders in respect of money

unpaid on their shares in the Company, and

(b) Issue debentures;

(c) And except to the extent mentioned in a resolution

passed pursuant to Section 292 of the Act, the

Managing Director shall also not erercise the

powers to

(i) borrow moneys

(ii) Invest the funds of the Company, and

(iii) Make loans.

134. The Company shall not appoint or employ or continue the appointment or

employment of a person as its Managing or Whole time Director, who:

(a) is un undischarged insolvent, or has at any time

been adjudged an insolvent;

(b) Suspends or has at any time suspended with his

creditors, or makes or has at any time made a

composition with them; or

(c) Is or has at any time been convicted by a Court of

an offence involving moral turpitude.

135. The Managing Director shall not, while he continues to hold that office, be subject

to retirement by rotation in accordance with Article 121, but he shall be subject to

the same provisions as to resignation and removal as the other Directors and if he

ceases to hold the office of Director he shall ipso facto and immediately cease to

be the Managing Director.

PROCEEDINGS OF THE BOARD OF DIRECTORS

136. The Directors’ may meet together as a Board for the dispatch of business from time

to time as provided in Section 285 of the Act. The Directors may adjourn and

otherwise regulate their meetings as they think fit.

137. Save with the consent in writing of all the Directors not less than seven days notice

in writing shall be given of every meeting of the Board. Such Notice shall be given to

every Director for the time being in India, and his usual address in India, to every other

Director Notice of the date of such meeting shall also be given by cable to every Director

not for the time being in India. No Meeting of the Director shall be competent to enter

upon discussion or transact any business which has not been mentioned in the notice or

notices upon which it was convened unless the Directors presents at the meeting

unanimously agree to discuss or transact such business.

138. Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be

one third of its total strength (excluding Directors, if any whose places may be vacant at

the time and any fraction contained in that one-third being rounded off as one) or two

Directors whichever is higher. Provided that where at any time the number of the

interested Directors exceeds or is equal to two thirds of the total strength the number of

the remaining Directors, that is to say, the number of Directors who are not interested

present at the meeting being not less than two shall be the quorum during such time.

139. If a meeting of the Board could not be held for want of a quorum,

then the meeting shall automatically stand adjourned to such other time as may be fixed

by the Chairman not being later than seven days from the date originally fixed for the

meeting.

140. Subject to the provisions of Article 137 a Director may at any time, and the Secrtary

upon the request of a Director, shall convene a meeting of the Board.

141. The Chairman of the Company will be appointed by the Board of Directors and shall

have a casting vote. The said Chairman shall have a casting vote in addition to his own

vote. The Chairman shall also have power to refer or reserve the decision of the Board or

any matter for consultation with the promoter Andhra Pradesh Industrial Development

Corporation Limited, Hyderabad. If at any meeting of the Board the Chairman is not

present within fifteen minutes after the time appointed for holding the same the Directors

present may choose one of their members to be Chairman of the meeting.

142. Questions arising at any meeting of the Board shall be decided by a majority of votes

and in case an equality of votes, the Chairman shall have a second or casting vote.

143. A meeting of the Board for the time being at which a quorum is present shall be

competent to exercise all or any of the authorities, powers and discretions which by or

under the Act or these Articles are for the time being vested in or exercisable by the

Board generally.

144. Subject to the restrictions contained in Section 292 of the Act the Board may

delegate any of its powers to Committees of the Board consisting of such member or

members of its body as it thinks fit, and it may from time to time revoke and discharge

and such committee of the Board either wholly or in part, and either as to persons or

purposes, but every Committee of the Board so formed shall in the exercise of the

powers so delegated vonform to any regulations that may from time to time be imposed

on it by the Board. All acts done by any such Committee of the Board in conformity with

such regulations and to fulfillment of the purposes of its appointment but not otherwise

shall have the like force and effect as if done by the Board.

145. The meetings and proceedings of any such Committee of the Board consisting of two

or more members shall be governed by the provisions herein contained for regulating the

meetings and proceedings of the Board including the voting rights of the Chairman and

the keeping of minutes thereof, so far as the same are applicable thereto and are not

superseded by any regulations made by the Board under the last preceeding Article.

146. No resolution shall be deemed to have been duly passed by the Board or by a

committee thereof by circulation unless the resolution has been circulated in draft,

together with the necessary papers, if any, to all the Directors or to all the Members of the

Committee, at their respective addresses provided for such purpose and has been

approved by a majority of such of the Directors or members of the Committee as are

entitled to vote on the resolution.

147. All acts done by any meeting of the Board or by a Committee of the Board or by any

person acting as a Director shall, notwithstanding that it shall afterwards be discovered

that there was some defect in the appointment of such Directors or persons acting as

aforesaid, or that they or any of them were disqualified or had vacated office or that the

appointment of any of them had been terminated by virtue of any provisions contained in

the Act or in these Articles, be as valid as if every such person has been duly appointed

and was qualified to be a Director and had not vacated his office or his appointment had

not been terminated. Provided that nothing in this Article shall be deemed to have

validity to acts done by a Director after his appointment has been shown to the Company

to be invalid or to have terminated.

148.(a) The Company shall cause minutes of all proceedings of every meeting of the

Board to be kept in accordance with Section 193 of the Act.

(b) Any such minutes shall be evidence of the proceedings recorded therein.

149. Subject to the provisions of the Act, the control of the Company shall be vested in

the Board who shall be entitled to exercise all such powers and to do all such acts and

things as the Company is authorized to exercise and do provided that the Board shall not

exercise any power or do any act or thing which is directed or required, whether by the

Act or any other statue or by the Momorandum of the Company or by these Articles or

otherwise to be exercised or done by the Company in General Meeting. Provided further

that in exercising any such power or doing any such act or thing the Board shall be

subject to the provisions in that behalf contained in the Act or any other statute or in the

Memorandum of the Company or in these Articles or any regulations not inconsistent

therewith and duly make thereunder, including regulations made by the Company in

General Meeting, but no regulation made by the Company in General Meeting, shall

invalidate any prior act of the Board which would have been valid if that regulation had

not been made.

150. Before recommending any dividend, the Board may from time to time set aside out

of the profits of the Company such sums as they may think proper for depreciation or to

Depreciation Fund or to an Insurance Fund or as a Reserve Fund or any Sinking Fund or

Special Fund to meet contingencies or to repay debentures or debenture-stock or for

special dividends for re-equalising dividends or for repairing, improving, extending and

maintaining any of the property of the Company and for such other purposes as the

Board may in its absolute discretion, think conclucive to the interest of the Company, and

subject to Section 292 of the Act, may from time to time invest the several sums so set

aside or so much thereof as required to be invested upon such investments (other than

shares of the Company) as it may think fit and from time to time may deal with and vary

such investments and dispose of and apply and expend all or any part thereof for the

benefit of the Company, in such manner and for such purposes as the Board in its

absolute discretion thinks conductive to the interest of the Company not withstanding

that the manner to which the Board applies or upon it expends the same or any part

thereof, may be matters to or upon which the capital moneys of the Company might

rightly be applied or expended, and may divide the Reserve Fund or division of Reserve

Fund into such Special Funds as the Board may think fit, with full power to transfer the

whole or any portion of a Reserve Fund or division of Reserve Fund to another Reserve

Fund or division of Reserve Fund and with full power to employ the assets constituting

all or any of the above funds including Depreciation Fund in the business of the

Company or in the purchase or repayment of debentures or debenture stock and without

being bound to keep the same separate from the other assets and without being bound to

pay interest on the same with power however, to the Board at its discretion to pay or

allow to the credit to such funds interest at such rate as the Board may think proper not

exceeding nine percent per annum.

MANAGEMENT

151. The Company shall not appoint or employ at the same time more than one of the

categories of managerial personnel named in section 197 A of the Act.

THE SECRETARY

152. The Board may from time to time appoint and, at its discretion, remove any

individual, firm or body corporation (hereinafter called “Secretary”) to perform any

functions which by the act are to be performed by the Secretary, and to execute any other

purely ministerial or administrative duties which may from time to time be assigned to

the Secretary by the Board. The Board may also at any time appoint some person (who

need not be the Secretary) to keep the registers required to be kept by the Company.

THE SEAL

153 (a) The Board shall provide a Common Seal for the purpose of the Company and

shall have power from time to time to destroy the same and substitute a new Seal in lieu

thereof, and the Board shall provide for the safe custody of the Seal for the time being,

and the Seal shall never be used except by the Authority of the Board or a committee of

the Board previously given.

(b.)The Company shall also be at liberty to have an official seal in accordance with

Section 50 of the Act for the use in any territory, district or place outside India.

154. Every deed or other instrument to which the Seal of the Company is required to be

affixed shall, unless the same is executed by a duly constituted attorney, be signed by two

Directors or one Director and some other person appointed by the Board for the purpose.

DIVIDENDS

155. The profits of the Company, subject to any special rights relating thereto created or

authorized to be created by these Articles and subject to the provisions of these Articles,

shall be divisible among the Members in proportion to the amount of Capital paid-up on

the shares held by them respectively.

156. The Company in Annual General Meeting may declare dividends to be paid to

Members according to their respective rights but no dividends shall exceed the amount

recommended by the Board, but the Company in General Meeting may declare a smaller

dividend.

157. No dividend shall be declared or paid otherwise than out of profits of the Financial

year arrived at after providing for depreciation in accordance with the provisions of

Section 205 of the Act or out of the profit s of the Company for any previous financial

year or years arrived at after providing for depreciation in accordance with these

provisions and remaining undistributed or out of both provided that;

(a) If the Company has not provided for depreciation for any previous financial year or

years it shall, before declaring or paying dividend for any financial year, provide for such

depreciation out of the profits of that financial year or out of the profits of any other

previous financial year or years.

(b) If the Company has incurred any loss in any previous financial year or years the

amount of the loss or an amount which is equal to the amount provided for depreciation

for the year or those years whichever is less, shall be set off against the profits of the

Company for the year for which the dividend is proposed to be declared or paid or

against the profits of the Company for any previous financial years arrived at in both

cases after providing for depreciation in accordance with the provisions of Section 205 (2) of the Act, or against both.

158. The Board may from time to time pay to the Members such interim dividend as in

their judgement the position of the Company justified.

159. Where capital is paid in advance of calls upon the footing that the same shall carry

interest, such capital shall not whilst carrying interest confer a right to participate in

profits.

160. The Company shall pay dividends in proportion to the amount paid-up on each

share where a large amount is paid upon some shares than on others.

161. The Board may retain the dividends payable upon shares in respect of which any

person is, under the Article 61, entitled to become a Member or which any person under

that Article is entitled to transfer, until such person shall become a Member in respect of

such shares duly transfer the same.

162. Any one of several persons who are registered as the joint-holders of any share may

give effectual receipts for all dividends or bonus and payments on account of dividends

or bonus or their moneys payable in respect of such share.

163. No Member shall be entitled to receive payment of any interest or dividend in

respect of his share or shares whilst any money may be due or owing from him to the

Company in respect of such share or shares or otherwise, howsoever, either alone or

jointly with any other person or persons, and the Board may deduct from the interest or

dividend payable to any Member all sums of money so due from him to the Company.

164. A transfer of shares shall not pass the right to any dividend declared thereon before

the registration of the transfer.

165. Unless otherwise directed, any dividend may be paid by cheque or warrant or by a

pay slip or receipt having the force of a cheque or warrant sent through the post to the

registered address of the member or person entitled to in case of joint holders to that one

of them first named in the Register of members in respect of the joint holding. Every

such cheque or warrant shall be made payable to the order of the person to whom it is

sent. The Company shall not be liable or responsible for any cheque or warrant or pay

slip or receipt lost in transmission, or for any dividend lost to the member or person

entitled thereto by the forged endorsement of any cheque or warrant or the forged

signature of any pay slip or receipt or the fraudulent recovery of the dividend by any

other means.

166. Dividends unclaimed or unpaid will be dealt with in accordance with section 205 A

of the Act.

167. No un-paid dividend shall bear interest as against the Company.

168. Any General Meeting declaring a dividend may on the recommendations of the

Board make a call on the Members of such amount as the meeting fixes, but so that the

call on each Member shall not exceed the dividend payable to him, and so that the call be

made payable at the same time as the dividend, and the dividend may, if so arranged

between the Company and the members, be set off again to the calls.

169. (a) The Company in General Meeting may, upon the recommendation of the Board,

resolve that any monies, investment or other assets forming part of the undivided profits

of the Company standing to the credit of the Reserve Fund or any Capital Redemption

Reserve Account, or in the hands of the Company and available for dividend (or

representing premiums received on the issue of shares and standing to the credit of the

Share premium Account) be capitalized and distributed amongst such of the shareholders

as would be entitled to receive the same if distributed by way of dividend and in the

same proportions on the ffoting that they become entitled thereto as Capital and that all or

any part of such Capitalised fund be applied on behalf of such shareholders in paying up

in full, either at par or at such premium as the resolution may provide, any unissued

shares or debentures or debenture-stock of the Company which shall be distributed

accordingly, or in or towards payment of the uncalled liability on any issued shares

debentures or debenture stock and that such distribution or payment shall be a accepted

by such shareholders in full satisfaction of their interest in the said capitalized sum.

Provided that a share premium account and a capital Redemption Reserve Account may

for the purpose of this Article, only be applied in the paying up of unissued shares to be

issued to Members fully paid bonus shares.

(b) A General Meeting may resolve that any surplus moneys arising from the

realization of any capital assets of the Company or any investments representing the same

or any other undistributed profits of the Company not subject to share for income tax be

distributed among the Members on the footing that they receive the same as capital.

© For the purpose of giving effect to any resolution under the preceding paragraphs of

this Article the Board may settle any difficulty which may arise in regard to the

distribution as it thinks expedient and in particular may issue fractional certificate and

may fix the value for disbtirbution of any specific assets and may determine that such

cash payment shall be made to any members upon the footing of the value so fixed or that

fractions of less value than Rs. may be gdisregarded in order to adjust the rights of all

parties and may vest any such cash or specific assets in trustees upon such trusts for the

persons entitled to the dividend or capitalized fund as may seem expedient to the Board.

Where requisite, a proper contract shall be delivered to the Registrar for registration in

accordance with Section 75 of the Act, and the Board may appoint any person to sign

such contract on behalf of the persons entitled to the dividends or capitalized fund, and

such appointment shall be effective.

ACCOUNTS

170. (a) The Board shall cause to be kept in accordance with Section 209 of the Act

proper books of account with respect to:

(i) all sums of money received and expended by the Company and the matters in respect

of which the receipt and expenditure take place;

ii) all sales and purchases of goods by the Company;

iii)the assets and liabilities of the Company.

(b) The books of account shall be kept at such place or places as the Board may

determine in accordance with the provisions of Section 209 of the Act, and shall be open

to inspection by any Director during business hours.

© The Company shall preserve in good order the books of accounts relating to a

period of not les than eight years preceeding the current year.

171. The Board shall from time to time determine whether and to what extent and at what

times and places and under what conditions or regulations the accounts and books of the

Company or any of them shall be open to the inspection of Members not being Directors,

and no Member (not being a Director) shall have any right of inspecting any account or

book or document of the Company except as conferred by law or authorized by the

Board.

172. The Board shall from time to time, accordance with Sections 210, 211,212,215,216

and 217 of the Act, cause to be prepared and to be laid before the Company in General

Meeting such Balance Sheets, Profit and Loss Accounts and Reports as are required by

these Sections.

173. A Copy of every Balance Sheet including the Profit and Loss Account, the Auditors’

Report and every other documents required by law to be annexed or attached, as the case

may be to the Balance Sheet which is to be laid before the Company in General Meeting,

shall be made available for inspection at the Registered Office of the Company during

working hours for a period of twenty one days before the date of the meeting. A

Statement containing the salient features of such documents in the prescribed form or the

copies of the documents aforesaid, as the Company may deem fit, shall be sent to every

Member of the Company and to every Trustee for the holders of any debentures issued by

the Company not less than twenty one days before the date of the meeting.

174. Auditors shall be appointed and their rights and duties regulated in accordance with

Sections 224 to 233 of the Act.

175. Every account of the Company when audited and approved by a General Meeting

shall be conclusive except as regards any error discovered therein within three months

next after the approval thereof, whenever any such error is discovered within that period

the account shall forthwith be corrected and henceforth shall be conclusive.

DOCUMENTS AND NOTICES

176 (a) A document or notice may be served or given by the Company or any Member

either personally or by sending it by post to him to his registered address or, if he has not

registered address in India, to the address, if any, in India supplied by him to the

Company for serving documents or notices on him.

(b) Where a document or notice is sent by post, service of the document or notice

shall be deemed to be effected by properly addressing, prepaying and posting a letter

containing the document or notice, provided that where a Member has intimated to the

company in advance that documents or notices should be sent to him under certificate of

posting or by registered post with or without acknowledgement due and has deposited

with the Company a sum sufficient to defray the expenses of doing so, service of the

document or notice shall not be deemed to be affected unless it is sent in the manner

intimated by the Member and, where a document or notice is sent by post such service

shall be deemed to have been effected, in the case of a notice of meeting, at the

expiration of forty eight hours after the letter containing the notice is posted and, in any

other case, at time at which the letter would be delivered in the ordinary course of post.

177. A document or notice advertised in a newspaper circulating in the neighborhood of

the office shall be deemed to be duly served or sent on the day on which the

advertisement appears on or to every Member who has no registered address in India and

has no supplied to the Company and address with in India for the serving of documents

on or the sending of notice to him.

178. A document or notice may be served on or given by the Company or to the joint

holder of a share by serving or giving the document or notice on or to the joint holder

named first in the Register of members in respect of the share.

179. A document or notice may be served or given by the Company to the persons

entitled a share in consequence of the death or insolvency of a Member by sending it

through the post, in a prepaid letter addressed to them by name or by the title of

representatives the deceased, or assignee of the insolvent or by any like description, at the

address, if any, in India supplied for the purpose by the persons claiming to be so entitled,

or (until such an address has been so supplied) by serving the document or notice in any

manner in which the same might have been given if the death or insolvency had not

occurred.

180. Documents or notices of every General Meeting shall be served or given in same

manner herein before authorized on or to (a) every Member, (b) every person entitled to a

share in consequence of the death or insolvency of a member and (c) the auditor or

Auditors for the time being of the Company.

181. Every person, who by operation of law, transfer or other means whatsoever shall

become entitled to any share, shall be bound by every document or notice in respect of

such share which, previously to his name and address being entered on the Register of

Members, shall have been duly served on or given to the person from whom he derived

his title to such share.

182. Any document, or notice to be served or given by the Company may be signed by a

Director or some person duly authorized by the Board for such purpose and the signature

thereto may be written printed or lithographed.

183. All documents or notices to be served or given by Members on or to the Company

or any office thereof shall be served or given by sending it to the Company or officer at

the office by post under a certificate of posting or by registered post, or by leaving it at

the office.

184. Notwithstanding and in addition to the previous of Articles 176 to 183 (both

inclusive) the Company shall, at the written request of any Member whose registered

address is situated outside India, send a copy of each such document or notice to such

members at such registered addressee by prepaid air mail at the same time as documents

or notices are sent or given as herein before provided and, at the like request of such

members at the same time a cable shall be sent to such Member at such registered

address informing him that such document or notice has been so dispatched. The cost of

sending such documents or notices by prepaid air mail and of sending such cables shall

be for the account of the Members concerned who shall from time to time as may be

necessary deposit with Company as sum sufficient to meet the cost involved.

WINDING - UP

185. (a) If the Company shall be winding – up and the assets available for distribution

among the Members as such shall be insufficient to repay the whole of the paid up

capital, such assets shall be distributed so that as nearly as may be the losses shall be

borne by the Members in proportion to the capital paid up or which ought to have been

paid up at the commencement of the winding up on the shares held by them respectively.

And if in a winding up the assets available for distribution among the member s shall be

more than sufficient to repay the whole of the capital paid up at the time of the winding

up the excess shall e distributed among the Members in proportion to the Capital paid up

at the commencement of the winding up or which ought to have been paid up on the

shares held by them respectively. But this clause is to be without prejudice to the rights

of the holders of shares issued upon special terms and conditions.

(b)The Liquidator on any winding-up (whether voluntary, under supervision or

compulsory) may, with the sanction of a Special Resolution but subject to the right

attached to any performance share capital, divide among the contributories in specie nay

part to the assets of the Company and may, with the like sanction. Vest any part of the

assets of the Company in trustees upon such trusts for the benefits of the contributories as

the Liquidator with the like sanction, shall think fit.

INDEMNITY AND RESPONSIBILITY

186. Subject to Section 201 of the Act every officer or agent for the time being of the

Company shall be indemnified out of the assets of the Company against liability incurred

by him in defending against the proceedings, whether civil or criminal, in which

judgement is given in his favour or in which he is acquitted or in connection with any

application under section 633 of the Act in which relief is granted to him by the Court.

187. (a) Every Director, Manager, Auditor Treasurer, Trustee, Member of a Committee,

Officer, Servant, agent, Accountant, or other person employed in the business of the

Company shall if so required by the Directors, before entering upon his duties, sign a

declaration pledging himself to observe a strict secrecy respecting all transactions and

affairs of the Company, including (without limitation) those with the customers and the

state of the accounts with individual and in matter relating thereto and shall by such

declaration pledge himself not to reveal any of the matter which may come to his

knowledge in the discharge of his duties except when required so to do by the Directors

or by law or by the person to whom such matters relate and except so far as may be

necessary in order to comply with any of the provisions of the Act or these Articles.

(b) No Member shall be entitled to visit or inspect any work of the Company

without the permission of a Director or to require discovery of or any information

respecting any detail of the Company’s trading , or any matter which is or may be in the

nature of a trade secret, mystery of trade or secret process or any other matter which, may

relate to the conduct of the business of the company and which, in the opinion of the

directors, it would be inexpedient in the interest of the Company to disclose.

We the several persons whose names, addresses and descriptions are subscribed

hereunder, are desirous of being formed into a Company in pursuance of this

Memorandum of Association and we respectively agree to take the number of shares in

the capital of the Company set opposite our respective names.

Sl. Names, address, description and Signature of Name, address, description

No. occuptation of subscriber occupation and signatutre

of witnesses

Capt J.Rama Rao ., IN (Retd)

S/o.J.venakta Rao

Dwarakapuri Colony, Panjagutta Sd/

Hyderabad – 500 004 (J. Rama Rao)

Industrial Engineer

J.Sirisha Rama Rao

W/o.Capt J.Rama Rao

Dwarakapuri Colony, Panjagutta Sd/

Hyderabad – 500 004 (J. Sirisha Rama Rao)

House Wife

K. Ram Mohan

S/o.Mr.K.R.M. Krishna Rao

2-1-599-A, Nallakunta Sd/-

Hyderabad – 500 044 ( K. Ram Mohan)

Company Director

K. Krishna Rao

S/o. Dr. Kolli Simhachalam Sd/-

Plot No. 28, Srinagar Colony (K.Krishna Rao)


Business

K.Lavayna

W/o. K.Krishna Rao

Plot No.28, Srinagar Colony Sd/-

Hyderabad – 500 873 (K.Lavanya)

House Wife

P.Suryanarayana Murthy

S/o. P.Satyanarayana Murthy

I.C. 106, Erram Manzil colony Sd/-

Hyderabad – 500 004 (P.S.Murthy)

Service

P.Kameswara Rao

S/o. P.Satyanarayana Murthy Sd/-

7-1-183, Ameerpet (P.Kameswara Rao)

Hyderabad – 500016

Service

bheema cements limited information memorandum | bse

Documents

Transcript of bheema cements limited information memorandum | bse