IN RE Vs. ULTRATECH CEMENT LIMITED

JUDGEMENT

(1.) Heard counsel for the Petitioner Company. No Objector appears before this Tribunal to oppose the Petition and the Scheme nor has any party controverted the averments made in the Petition.

(2.) Learned Senior Counsel appearing for the Petitioner Company states that the Petition has been filed to seek sanction to the Scheme of Arrangement between Jaiprakash Associates Limited (Transferor 1) and Jaypee Cement Corporation Limited (Transferor 2) (together referred to as "Transferor Companies") and UltraTech 7Cement Limited (Petitioner/Transferee Company) and their respective shareholders and creditors (Scheme), pursuant to the provisions of Sections 230 - 232 and other relevant provisions of the Companies Act, 2013.

(3.) The Petitioner/Transferee Company is engaged in the business of manufacture and sale of various grades and types of cement, ready mix concrete and other cement related products. Transferor 1 is engaged, inter alia, in the business of manufacture and sale of cement and clinker. Transferor 2 is engaged, inter alia, in the business of manufacture and sale of cement and clinker. The Learned Advocate for the Petitioner/Transferee Company says that the background, circumstances, rationale and significant benefits of the Scheme are as under: The transfer of the JAL Business and the JCCL Business pursuant to this Scheme would inter alia result in the following benefits: In case of the Transferor 1 and the Transferor 2: (a) unlocking of value for the Transferor 1 and the Transferor 2 by transfer of part of their assets; and (b) helping the Transferor 1 and the Transferor 2 in deleveraging their balance sheets, including reduction of debt and interest outgo and the Transferor 1 and the Transferor 2 will continue to be competitors as well as creation of value for the shareholders of the Transferor 1 and the Transferor 2. In case of the Petitioner Company: (a) a strategic fit for serving existing markets, enabling the Transferee to cater additional volumes, entry into some of the growing markets of India, including the Satna cluster in Madhya Pradesh (East), Uttar Pradesh (East), coastal Andhra Pradesh, Himachal Pradesh, and Uttarakhand; (b) synergies in manufacture and distribution process and logistics alignment leading to economies of scale and creation of efficiencies by reducing time to market, enhancing competitiveness and benefiting consumers; and (c) creating value for shareholders by acquiring ready to use assets reducing time to markets, availability of land, mining leases, fly ash and railway infrastructure leading to logistical alignment and efficiency improvement. The Board of Directors of the Petitioner/Transferee Company and the Transferor Companies, have approved the said Scheme by passing their respective board resolutions which are annexed to the Petition.