Uttam NoticeNov2014 15DEC of Court Convened Meetin… · UTTAM VALUE STEELS LIMITED CIN L27100MH1970PLCO14621 Regd. Ofﬁ ce: 4th Floor, Uttam House, 69, P.D’Mello Road, Mumbai

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Notice UTTAM VALUE STEELS LIMITED

CIN L27100MH1970PLCO14621Regd. Offi ce: 4th Floor, Uttam House, 69, P.D’Mello Road, Mumbai – 400 009

Court Convened Meeting of the Equity Shareholders & Postal Ballot and E-Voting

Court Convened Meeting Brief Details:

Day: Thursday

Date: 22nd January, 2015

Time: 11.00 am

Venue: M C Ghia Hall, 18/20, K, Dubash Marg, Kalaghoda, Mumbai-400001, Maharashtra

Sr. No. Contents Pages

1 Notice of Court Convened Meeting of the Equity Shareholders of the Company relating to Scheme of Arrangement

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2 Notice of postal ballot and e-voting for (i) Scheme of Arrangement; (ii) Increase in Remuneration of Mr. Ashok Tandon, Whole-Time Director of the Company and (iii) Alteration of the Main Object Clause of the Memorandum of Association of the Company

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3 General Instruction for Voting through Postal Ballot and E - Voting 114 Explanatory Statement of Item No. 1 (Scheme of Arrangement)

(Under Section 393 of the Companies Act, 1956, Section 110 and Section 102 of the Companies Act 2013 to the notices of the Court Convened meeting and Postal Ballot and E-Voting)

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5 Explanatory Statement of Item No. 2 (Increase of Remuneration of Mr. Ashok Tandon, Whole-Time Director of the Company)(under Section 102 read with Section 108 and Section 110 of the Companies Act, 2013)

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6 Explanatory Statement of Item No. 3 (Alteration of Main Object Clause of the Memorandum of Association of the Company)(under Section 102 read with Section 108 and Section 110 of the Companies Act, 2013)

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7 Copy of Scheme of Arrangement 348 Copy of Valuation Report 479 Observation Letter from National Stock Exchange of India Limited (NSE) dated October 20, 2014 6510 Observation Letter from Bombay Stock Exchange Limited (BSE LTD) dated October 14, 2014 6711 Complaints Report fi led with the Stock Exchanges 6912 Fairness Opinion 7513 Form of Proxy 8114 Attendance Slip 83

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Uttam Value Steels LimitedIN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY SUMMONS FOR DIRECTION NO. 896 OF 2014

In the matter of Sections 391 to 394 read with Sections 100 to 104 of the

Companies Act, 1956 and Section 52 of the Companies Act, 2013;

And

In the matter of Uttam Value Steels Limited;

And

In the matter of Scheme of Arrangement between Uttam Value Steels Limited

(“UVSL” or “Demerged Company”); And Lloyds Steels Industries Limited

(“LSIL” or “Resulting Company”) and their respective shareholders and

creditors.

Uttam Value Steels Limited, a company )

incorporated under the Companies Act, 1956 )

and having its registered Offi ce at )

4th Floor, Uttam House, 69 )

P. D’Mello Road, Mumbai 400009, Maharashtra. )......Applicant Company/ Demerged Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF UTTAM VALUE STEELS LIMITED

To

The Equity Shareholders of Uttam Value Steels Limited, the Applicant Company

TAKE NOTICE that by an order made on the 12th day of December, 2014, in the above Company Summons for Direction, the High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of Uttam Value Steels Limited be convened and held at M C Ghia Hall, 18/20, K, Dubash Marg, Kalaghoda, Mumbai-400001, Maharashtra on Thursday, the 22nd day of January, 2015. at 11.00 a.m., for the purpose of considering, and if thought fi t, approving with or without modifi cation(s), the arrangement embodied in the proposed Scheme of Arrangement between Uttam Value Steels Limited (the “Applicant Company” or “Demerged Company”) and Lloyds Steels Industries Limited (“LSIL” or “Resulting Company”) and their respective shareholders and creditors (the “Scheme”).

TAKE FURTHER NOTICE that in pursuance of the said order and as directed therein, a meeting of the Equity Shareholders of the Applicant Company will be convened and held at M C Ghia Hall, 18/20, K, Dubash Marg, Kalaghoda, Mumbai-400001, Maharashtra on Thursday, 22nd day of January, 2015., at 11.00 a.m., at which place, day, date and time you are requested to attend.

TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy provided that a proxy in the prescribed form, duly signed by you or your authorised representative, is deposited at the Registered Offi ce of the Applicant Company at 4th Floor, Uttam House, 69 P. D’Mello Road, Mumbai 400009, Maharashtra, not later than 48 (forty eight) hours before the time fi xed for the said meeting.

The Hon’ble High Court has appointed Shri B L Khanna, Independent Director of the Applicant Company and failing him Shri Rajiv Munjal, Whole time Director of the Applicant Company and failing him Shri Rajinder Miglani, Chairman of the Applicant Company, to be the Chairman of the aforesaid meeting.

A copy of the Explanatory Statement under Section 393 of the Companies Act, 1956, Section 110 and Section 102 of the Companies Act, 2013, the Scheme, Valuation Report, Fairness Report, Complaints Report, Observation Letters issued by the Stock Exchanges, Form of Proxy and Attendance Slip are enclosed.

Dated this 13th day of December, 2014.

Place: Mumbai

Sd/-

B L Khanna

Chairman appointed for the meeting

Registered Offi ce:

4th Floor, Uttam House, 69

P. D’Mello Road, Mumbai 400009, Maharashtra.

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Notice NOTES:

1. Only registered equity shareholders of the Applicant Company may attend and vote (either in person or by proxy or by authorised representative under applicable provisions of the Companies Act) at the Equity Shareholders meeting. The authorized representative of a body corporate which is a registered Equity Shareholder of the Applicant Company may attend and vote at the Equity Shareholders meeting provided a certifi ed true copy of the Resolution of the Board of Directors or other governing body of the body corporate authorizing such representative to attend and vote at the Equity Shareholders meeting is deposited at the registered offi ce of the Applicant Company not later than 48 hours before the meeting.

2. Member, entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member of the Applicant Company. The form of proxy duly completed should, however, be deposited at the registered offi ce of the Applicant Company not less than 48 hours before the scheduled time for commencement of the meeting. All alterations in the form of proxy should be initialed.

3. The Applicant Company is pleased to offer e-voting facality as an alternate, for all the shareholders of the Company to enable them to caste their votes electronically instead of attending the meeting as e-voting is optional.

4. A Member or his Proxy is requested to bring the copy of this notice at the meeting, and produce it at the entrance of the meeting venue, the enclosed attendance slip duly completed and signed.

5. All documents referred to in the Notice and the Explanatory Statement annexed hereto, are open for inspection upto two days prior to the said meeting, at the Registered Offi ce of the Applicant Company between 11.00 a.m. and 1:00 p.m. on all working days of the Applicant Company (except Saturdays, Sundays and Government Holidays).

6. Foreign Institutional Investor (FII), if any, who are registered Equity Shareholder(s) of the Applicant Company would be required to deposit certifi ed copies of Custodial Resolutions / Power of Attorney, as the case may be, authorizing the individuals named therein, to attend and vote at the meeting on its behalf. These documents must be deposited at the Registered Offi ce of the Applicant Company not later than 48 hours before the meeting.

7. Members are informed that in case of joint holders attending the meeting, only such joint holders whose name stands fi rst in the Register of Members of the Applicant Company in respect of such joint holding will be entitled to vote.

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Uttam Value Steels LimitedNOTICE OF POSTAL BALLOT & E-VOTING

Notice pursuant to Section 110 and Section 108 of Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 including applicable rules and regulations made thereunder

Dear Members,

Notice is hereby given pursuant to Section 110 and Section 108 of Companies Act, 2013 (including any statutory modifi cation(s) or re-enactment(s) thereof, for time being in force), read with Rule 20, Rule 22 and any other applicable rules of the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013 or the Companies Act, 1956, if any, that the Company is seeking the consent of its equity shareholders to pass the proposed Resolutions as enclosed herewith by way of Postal Ballot and e-voting.

1. Item No. 1

Approval of the Scheme of Arrangement:

The High Court of Judicature at Bombay has, by an order made on the 12th December, 2014 in the Company Summons for Direction No. 896 of 2014, directed that a meeting of the Equity Shareholders of Uttam Value Steels Limited be convened and held at M C Ghia Hall, 18/20, K, Dubash Marg, Kalaghoda, Mumbai-400001, Maharashtra onThursday, the 22nd January, 2015 at 11.00 a.m., for the purpose of considering, and if thought fi t, approving, with or without modifi cation(s), the arrangement embodied in the proposed Scheme of Arrangement between Uttam Value Steels Limited (the “Applicant Company” or “Demerged Company”) and Lloyds Steels Industries Limited (“LSIL” or “Resulting Company”) and their respective shareholders and creditors (the “Scheme”).

In addition to the Court Convened Meeting, the Applicant Company also seeks the approval of its Equity Shareholders to the Scheme by way of Postal Ballot and e-voting as per the requirement of Section 110 and Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and SEBI Circular No. CIR/CFD/DIL/5/2013 dated 4th February, 2013 and Circular No. CIR/CFD/DIL/8/2013 dated 21st May, 2013 issued By Securities and Exchange Board of India (the “SEBI Circulars”) read with Clause 35B and Clause 49 of the Listing Agreement, the Company has given an option to the members holding shares in demat form and in physical form, to vote on the postal ballot by way of electronic voting / e-voting to enable members to cast their vote electronically.

Special Resolution for Reduction of Share Capital:

The Company also seeks to reduce its share capital pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Sections 52 of the Companies Act, 2013 and other applicable and notifi ed provisions of the Companies Act, 1956, the Companies Act, 2013, along with rules and regulations issued thereunder, including, any statutory modifi cations, re-enactments or amendments made thereto from time to time, subject to the Memorandum of Association and Articles of Association of the Company, approvals from BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (the “RBI”), the members of the Applicant Company, its creditors and subject to the sanction of the Bombay High Court or the National Company Law Tribunal, constituted under the Companies Act, 2013 and the Company hereby agrees to pass a Special Resolution for such reduction of share capital.

In addition to such Special Resolution for reduction of share capital, the Applicant Company also seeks the approval of its Equity Shareholders to the Scheme by way of Postal Ballot and e-voting as per the requirement of Section 110 and Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013, the Companies Act, 1956 (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) and the SEBI Circulars and the Applicant Company has given an option to the members holding shares in demat form and in physical form, to vote on the postal ballot by way of electronic voting / e-voting to enable members to cast their vote electronically.

The Scheme and such reduction shall be acted upon only if the votes cast by the public shareholders (i.e., shareholders other than promoter and promoter group shareholders) in favor of the proposal are more than the number of votes cast by the public shareholders against the proposal.

To consider and if thought fi t, to pass with or without modifi cation(s), the following Resolution as a Special Resolution:

TO APPROVE THE SCHEME OF ARRANGEMENT BETWEEN THE APPLICANT COMPANY AND LLOYDS STEELS INDUSTRIES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

“RESOLVED THAT pursuant to Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013 read with Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 issued by the Securities and Exchange Board of India (“SEBI”), and subject to the Observation

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Notice Letter dated October 20, 2014 issued by the National Stock Exchange of India Limited (“NSE”) and dated October 14, 2014 issued by the Bombay Stock Exchange Limited (“BSE“) and relevant provisions of applicable laws, the arrangement embodied in the proposed Scheme of Arrangement between Uttam Value Steels Limited (the “Applicant Company” or “Demerged Company”) and Lloyds Steels Industries Limited (“LSIL” or “Resulting Company”) and their respective shareholders and creditors, be and is hereby approved with/without modifi cations and/or conditions, if any, which may be required and/or imposed by the Equity Shareholders in the Court Convened Meeting and/or the Hon’ble High Court of Judicature at Bombay while sanctioning the arrangement embodied in the Scheme or by any authorities under law.

RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution and for removal of any diffi culties or doubts, the Board of Directors of the Applicant Company (which includes any Committee thereof) be and are hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper to effectively implement the arrangement as embodied in the Scheme and to settle any questions or diffi culties that may arise or to carry out such modifi cations / conditions / directions, if any, which may be required and / or ordered by the Hon’ble High Court of Judicature at Bombay and / or by any other authority, while sanctioning the arrangement as embodied in the Scheme.”

Special Resolution For Reduction In Share Capital

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable and notifi ed provisions of the Companies Act, 1956, the Companies Act, 2013, along with rules and regulations issued thereunder, including, any statutory modifi cations, re-enactments or amendments made thereto from time to time, subject to the Memorandum of Association and Articles of Association of the Applicant Company, approvals from the BSE Limited, National Stock Exchange of India Limited (the “Stock Exchanges”), the Securities and Exchange Board of India (the “SEBI”), the Reserve Bank of India (the “RBI”), the members of the Applicant Company, its creditors and subject to the sanction of the Bombay High Court or the National Company Law Tribunal, constituted under the Companies Act, 2013, as the case may be, and subject to approval of any other statutory or governmental authorities as may be required, and upon the Scheme coming into effect, the issued, subscribed and paid-up share capital of the Company shall stand reduced, by reducing the face value of the equity shares, from the present sum of Rs.13,21,61,52,670 (Rupees one thousand three hundred twenty one crores sixty one lakhs fi fty two thousand six hundred and seventy only) divided into 1,32,16,15,267 equity shares of the face value of Rs.10 each fully paid (for clarity this does not include equity share capital not fully paid and which has been forfeited) to Rs.6,60,80,76,335 (Rupees six hundred sixty crores eighty lakh seventy six thousand three hundred and thirty fi ve only) divided into 1,32,16,15,267 equity shares of the face value of Rs.5 each fully paid.

RESOLVED FURTHER THAT subsequent to reduction of share capital of the Company as mentioned in above Resolution, the face value of equity shares of the Company shall be further sub-divided from Rs.5 to Re.1 and pursuant to such sub-division, the issued, subscribed and paid-up share capital of the Company will be Rs.6,60,80,76,335 (Rupees six hundred sixty crores eighty lakhs seventy six thousand three hundred and thirty fi ve only) divided into 6,60,80,76,335 equity shares of the face value of Re.1 each fully paid. For sake of clarifi cation, for every one (1) equity share of Rs.5 each of the Company (after taking into effect the reduction of share capital as set out in aforesaid Resolution), the members of the Company will receive fi ve (5) equity shares of Re.1 each of the Company.”

Alteration of Authorised Share Capital of The Applicant Company

Upon the Scheme coming into effect, the authorised share capital of the Applicant Company to the extent of Rs.100,00,00,000 (Rupees one hundred crores) shall stand combined/consolidated with the authorised share capital of the Resulting Company and on the Scheme coming into effect the authorised share capital of the Resulting Company shall, without any further act, deed or action, stand increased to Rs.100,05,00,000 divided into 100,05,00,000 equity shares of Re.1 each.

Further, upon the Scheme coming into effect and without any act or deed or action, the authorised share capital of the Applicant Company shall, upon the aforesaid combination/consolidation with the authorised share capital of the Resulting Company, stand reduced from the present sum of Rs.20,00,00,00,000 (Rupees two thousand crores only) divided into 150,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each to Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each.

Once the Scheme comes into effect and subsequent to (i) the aforesaid reduction of paid up share capital of the Applicant Company and (ii) the merging of certain portion of the authorised share capital of the Applicant Company with the Resulting Company, the authorised share capital of the Applicant Company shall, in terms of Section 61 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and/ or the Companies Act, 2013 (including the rules

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Uttam Value Steels Limitedand regulations made thereunder), be changed from Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each to Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 1400,00,00,000 equity shares of Re.1 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each.

In light of the revised authorised share capital of the Applicant Company, the relevant provisions of the Memorandum of Association and the Articles of Association of the Applicant Company shall be as under:

RESOLVED THAT subject to Scheme coming into effect, Section 13, Section 61 of the Companies Act, 2013 and other the applicable provisions of the Companies Act, 1956 and/ or the Companies Act, 2013 (including the rules and regulations made thereunder) and receipt of other regulatory approvals, the authorised share capital of the Applicant Company be changed from Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each to Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 1400,00,00,000 equity shares of Re.1 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each and Clause V of the Memorandum of Association of the Applicant Company shall be amended by deleting the clause and replacing it by the following:

“The Authorised Share Capital of the Company is Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 1400,00,00,000 equity shares of Re.1 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each, all of which share capital shall be capable of being increased or reduced in accordance with the Company’s regulations and legislative provisions for the time being in force in that behalf, with power to divided the shares in the capital for the time being into equity share capital and preference share capital, to attach thereto respectively any preferential, qualifi ed, deferred or special assets, or by the allotment of fully or partly paid shares, or by a call or option on shares, debentures, debenture-stock, or securities of this or any other consideration or at a fair or concessional value and divest the ownership of any property of the Company to or in favour of any Public or Local Body or Authority or Central or the State Government or any Public Institution or Trust engaged in the programme of rural development.”

RESOLVED THAT subject to Scheme coming into effect, Section 14, Sections 61 of the Companies Act, 2013 and other the applicable provisions of the Companies Act, 1956 and/ or the Companies Act, 2013 (including the rules and regulations made thereunder) and receipt of other regulatory approvals, the authorised share capital of the Applicant Company be changed from Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each to Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 1400,00,00,000 equity shares of Re.1 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each and Article 3 of the Articles of Association of the Applicant Company shall be amended by deleting the clause and replacing it by the following:


RESOLVED FURTHER THAT Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/ or Shri Ram Gaud – Sr. General Manger & Company Secretary of the Applicant Company be and are hereby severally authorised to do to do all such acts, deeds, matters and things as may be necessary to give effect to this Resolution.

Forfeiture

“RESOLVED THAT pursuant to Scheme coming into effect, the shares forfeited by UVSL being, 27,14,451 equity shares of Rs.10 each shall be cancelled under this Scheme and the amount of Rs.1,32,33,958 (Rupees one crore thirty two lakhs thirty three thousand nine hundred and fi fty eight only), collected by UVSL on such forfeited equity shares shall, without any act or deed, be transferred to its Capital Reserve Account and consequently, the issued, subscribed and paid-up equity share capital of UVSL shall stand, without any act or deed, reduced to such extent.”

Utilisation of Reduction of Share Capital and Share Premium Account for setting off Accumulated Losses

“RESOLVED THAT pursuant to Scheme coming into effect, the accumulated losses of UVSL as on March 31, 2014 will be set-off against the (i) Share Premium Account (ii) Reduction in the Share Capital Account as set out particularly in Clause 9 of the Scheme, and (iii) Other reserves which are lying in the Reserve & Surplus Account.”

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Notice Utilization of Revaluation Reserves for Setting off Accumulated Losses

RESOLVED FURTHER THAT subject to the approval of the shareholders, sanction of the the Bombay High Court or the National Company Law Tribunal, constituted under the Companies Act, 2013, or any other statutory authority(ies), any reserve created out of revaluation of Fixed assets/or unrealized profi t shall be utilized for adjusting the accumulated losses of the Company and for such purpose Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/or Shri Ram Gaud – Sr. General Manger & Company Secretary of the Applicant Company be and are hereby severally authorised to make such alteration and changes in the Scheme of Arrangement, as may be expedient and necessary provided that prior approval of the Board shall be obtained for making any material changes in the said draft Scheme, as approved in this meeting.

RESOLVED FURTHER THAT Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/or Shri Ram Gaud – Sr. General Manger & Company Secretary of the Applicant Company be and are hereby severally authorised to make such alteration and changes in the Scheme of Arrangement, as may be expedient and necessary for satisfying the requirement(s) or condition(s) imposed by the Stock Exchanges and any other statutory authorities as may be required, provided that prior approval of the Board shall be obtained for making any material changes in the said draft Scheme, as approved in this meeting.”

2. Item No. 2

Special Resolution for increase in Managerial Remuneration:

The Applicant Company proposes to increase the remuneration of its Whole-Time Director, Shri Ashok Tandon with effect from 1st September, 2014 pursuant to the provisions of Section 196, 197, 203 of the Companies Act, 2013 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) and pursuant to the Articles of Association of the Applicant Company and subject to the approval of the Board and the Members at the General Meeting and such other statutory approvals (including the approval of the Central Government, if any) as may be required to be obtained in this respect.

The Applicant Company therefore seeks the approval of its Equity Shareholders for such increase in remuneration by way of Postal Ballot or e-voting in terms of Section 110 and Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) the Applicant Company has given an option to the members holding shares in demat form and in physical form, to vote by way of postal ballot or electronic voting / e-voting to enable members to cast their vote electronically.

TO APPROVE INCREASE IN REMUNERATION OF SHRI ASHOK TANDON, WHOLE TIME DIRECTOR

To consider and if thought fi t to pass, with or without modifi cation(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 of the Companies Act, 2013 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) and pursuant to the Articles of Association of the Applicant Company and subject to the approval of the Board and the Members at the General Meeting and such other statutory approvals (including the approval of the Central Government, if any) as may be required to be obtained in this respect, to increase in remuneration of Shri Ashok Tandon, Whole-Time Director of the Company with effect from 1st September, 2014 on the terms and conditions as stated as below:

a) Remuneration:

Rs.44,46,768/- (Rupees Forty Four Lacs Forty Six Thousand Seven Hundred and Sixty Eight only) per annum by way of salary.

b) Perquisites and Allowances:

Rs.10,19,500/- (Rupees Ten Lacs Nineteen Thousand and Five Hundred only) per annum by way of Perquisites and Allowances excluding the following:

(i) Contribution to Provident Fund and Superannuation Fund, as per rules of the Company.

(ii) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.

(iii) Leave and Encashment of leave as per the rules of the Company.

c) The Company shall pay to or reimburse to the Whole-Time Director all costs, charges and expenses that may have been or may be incurred by him for the purpose of or on behalf of the Company.

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Uttam Value Steels Limitedd) In the event of the loss or inadequacy of profi t, in any fi nancial year during his tenure as the Whole Time Director, the

aforesaid remuneration will be treated as minimum remuneration subject to the approval of the Central Government, if any, as may be required.

e) The above appointment may be terminated at any time by giving 60 (sixty) days’ notice by either party.

The scope and quantum of remuneration specifi ed hereinabove, may be subject to such guidelines as may be announced by the Central Government from time to time and will be subject to such modifi cations as the Central Government may suggest or require which the Board of Directors (“Board” which term shall be deemed to include any committee which the Board may have constituted or may hereinafter constitute to exercise its powers including the powers conferred on the Board by this Resolution) is hereby authorised to accept on behalf of the Company and which may be accepted to Shri Ashok Tandon and not less favorable to the Company.

RESOLVED FURTHER THAT the approval of the Board of the Applicant Company be and is hereby accorded to alter and vary terms and conditions of appointment of Shri Ashok Tandon, including remuneration payable to him in accordance with the applicable provisions of the Companies Act 2013 and / or Companies Act 1956 (as the case may be), including Schedule V of Companies Act 2013 as may be agreed to by the Board and Shri Ashok Tandon.

RESOLVED FURTHER THAT Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/or Shri Ram Gaud – Sr. General Manger & Company Secretary be and is hereby authorized to fi le necessary forms and returns with the Central Government, Registrar of Companies or any other authorities and to do all such acts, deeds, matters and things as may be necessary to give effect to this Resolution”.

3. Item No. 3

Special Resolution for alteration of the Main Objects Clause of the Memorandum of Association of the Applicant Company:

The Applicant Company proposes to alter its main objects pursuant to the provisions of Section 6, Section 13 and Section 15 of the Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), and subject to necessary approval(s) if any, from the competent authorities, the existing Main Objects Clause No. III (A)(1) of the Memorandum of Association of the Applicant Company, be and is hereby deleted from the existing Main Objects Clause No. III (A)(1) and substituted with the new Main Objects Clause No. III (A)(1) as follows:-

(A) MAIN OBJECT OF THE COMPANY TO BE PURSUED BY THE COMPANY:-

1. “To carry on the business as manufacturers, dealers processors, enrollers, refi ners, smelters, converters, producers, exporters, importers, traders, distributors stockiest, buyers, sellers, agents or merchants in all kinds and forms of iron and steel (ferrous and non- ferrous) including mild, high carbon, spring, high speed tool, alloy stainless and special steels, metals and alloy’s ingots, billets, bars, joints, channels, fl ats, round, rods, screws, structural, scrap, tubes, poles, pipes, pipes wire drawing of any metal, sheets, coils, castings, wire, wheels and axles, rails and other similar products by the process of melting, hot rolled, cold rolled, forging or any other method and to carry on the business of mining of all the inputs required for such manufacturing including iron ore, coal, manganese dolomite, ferro manganese, etc and all other types of minerals and alloys and generation of electric power by whatever means related, supporting and ancillary to the manufacturing and processing of iron and steel metal (ferrous and non-ferrous) , leasing of plant and machinery, equipment and other items, rendering consultancy services in the fi elds of Iron and Steels Industry.”

The Company therefore seeks the approval of its Equity Shareholders to alter its main objects by way of Postal Ballot or e-voting in terms of Section 110 and Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) the Applicant Company has given an option to the members holding shares in demat form and in physical form, to vote by way of postal ballot or by way of electronic voting/ e-voting to enable members to cast their vote electronically.

TO APPROVE SPECIAL RESOLUTION FOR ALTERATION OF THE MAIN OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE APPLICANT COMPANY:

To consider and if thought fi t to pass, with or without modifi cation(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 6, Section 13 and Section 15 all other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), and subject to

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Notice necessary approval(s) if any, from the competent authorities, the existing Main Objects Clause No. III (A)(1) of the Memorandum of Association of the Company be and are hereby deleted from the existing Main Objects Clause No. III (A)(1) and substituted with the new Main Objects Clause No. III (A)(1) as follows:-

(A) MAIN OBJECT OF THE COMPANY TO BE PURSUED BY THE COMPANY:-

1. To carry on the business as manufacturers, dealers processors, enrollers, refi ners, smelters, converters, producers, exporters, importers, traders, distributors stockiest, buyers, sellers, agents or merchants in all kinds and forms of iron and steel (ferrous and non- ferrous) including mild, high carbon, spring, high speed tool, alloy stainless and special steels, metals and alloy’s ingots, billets, bars, joints, channels, fl ats, round, rods, screws, structural, scrap, tubes, poles, pipes, pipes wire drawing of any metal, sheets, coils, castings, wire, wheels and axles, rails and other similar products by the process of melting, hot rolled, cold rolled, forging or any other method and to carry on the business of mining of all the inputs required for such manufacturing including iron ore, coal, manganese dolomite, ferro manganese, etc and all other types of minerals and alloys and generation of electric power by whatever means related, supporting and ancillary to the manufacturing and processing of iron and steel metal (ferrous and non-ferrous) , leasing of plant and machinery, equipment and other items, rendering consultancy services in the fi elds of Iron and Steels Industry.

RESOLVED FURTHER THAT Shri Rajinder Miglani- Chairman and/or Shri Rajiv Miglani, Whole–Time Director and /or Shri Ram Gaud- Sr. General Manager & Company Secretary of the Applicant Company be and are hereby severally authorized to do all such acts, deeds and things and to sign all such documents, papers and writings as may be necessary to give effect to the Resolution.”

INSTRUCTION FOR VOTING THROUGH POSTAL BALLOT AND E-VOTING

Voting by electronic mode may be a more convenient means for exercising the voting rights and may help to increase members’ participation in the decision-making process.

Accordingly, the aforesaid Resolutions alongwith the Statement annexed to the Notice are being sent to you along with a Postal Ballot Form for your consideration.

The Board has appointed Shri Vijay B Kondalkar, Proprietor of V.B. Kondalkar & Associates., Practicing Company Secretaries, Mumbai as Scrutinizer for conducting the voting process through Postal Ballot as well as voting through e-voting in accordance with the law and in a fair and transparent manner.

The Board has appointed Shri Rajinder Miglani, Chairman and Shri Ram Gaud, Sr. General Manger & Company Secretary of the Applicant Company as the persons responsible for the entire Postal Ballot & E-Voting process.

The Company has appointed Central Depository Services (India) Ltd., (CDSL) to provide e-voting facility to its members. Members having shares in demat form and in physical form may vote either by way of Postal Ballot Form or by way of e-voting. In case the member has exercised the vote in physical as well as electronic mode, the vote by electronic mode only will be considered.

You are requested to carefully read the e-voting instructions attached alongwith the Postal Ballot Form as well as contained in this notice, before casting your vote on e-Voting site: www.evotingindia.com. The e-voting period begins on 22nd day of December, 2014.at 10.00 a.m. and ends on 23rd day of January, 2015 at 6.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) i.e. 12th day of December, 2014. may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter i.e. after 23rd day of January, 2015.at 6.00 p.m. As far as voting through electronic means is concerned, the E-Voting would commence on Thusday, 15th day of January, 2015. (10.00 a.m) and end on Saturday, 17th day of January 2015.(6.00 p.m.). The e-voting module shall be disabled by CDSL for voting thereafter i.e. after 17th day of January, 2015.at 6.00 p.m.

You are requested to carefully read the instructions printed on the Postal Ballot Form as well as contained in this notice, and return the same duly completed (no other form or photocopy thereof is permitted). In case of physical voting of Postal Ballot, the same should be done through the attached self addressed business reply envelope (if posted in India) so as to reach to the Scrutinizer or cast the votes by electronic mode, as applicable, not later than working hours (6.00 p.m.) on 23rd day of January, 2015. Upon completion of the scrutiny of the forms, the Scrutinizer shall submit his report to the Company.

10

Uttam Value Steels LimitedAs far as e-voting is concerned, the member are requested to read the instruction printed on the postal ballot form

The Whole-Time Director or any other Director or Company Secretary of the Applicant Company or any person authorized by the Board of Directors of the Company will announce the result of the postal ballot & e-Voting on, 27th day of January, 2015 at 5.00 p.m., at the Registered Offi ce of the Applicant Company, besides being communicated to the Stock Exchanges on which the Applicant Company’s Equity Shares are listed. The results will also be published in the newspaper circulating in the district in which the Registered Offi ce of the Company is located and will be displayed on the web-site of the Applicant Company at www.uttamvalue.com for the information of the Members.

The date of declaration of the results of postal ballot & e-Voting will be taken to be the date of passing of the Resolution

Accordingly, this Notice is hereby given to the Members of the Applicant Company, for seeking the approval of the members by way of Postal Ballot, for the following Special Resolution, together with the Statement as required under Section 102 of the Companies Act, 2013 setting out the material facts and reasons for the Resolutions, along with a Postal Ballot Form for your consideration:

By Order of the Board of DirectorsFor Uttam Value Steels Limited Sd/- (Ram Gaud )Sr. General Manager & Company Secretary Date: 13th day of December, 2014.

Registered Offi ce:4th Floor, Uttam House,69, P.D’Mello Road,Mumbai-400 009CIN: L27100MH1970PLCO14621

NOTES :

1. The relative Statement under Section 102 of the Companies Act, 2013, as applicable & in force, setting out material facts is annexed hereto.

2. The Notice of the Postal Ballot has been sent to the registered address of all the Public Shareholders whose name appears in the Register of Members / Benifi cial Owners as per detail furnised by the Depositories as on 12th day of December, 2014.The Public Shareholders who have registered their e mail IDs for receipt of documents in eletronic mode have also been sent the notice of Postal Ballot by e-mail.

3. All documents referred to in the accompanying Notice and the Statement are open for inspection at the registered offi ce of the Company by any member, without any fee, during normal business hours on working days between 11:00 a.m. to 6:00 p.m. up to last date for receipt of the Postal Ballot specifi ed in the accompainying Notice (except Saturdays, Sundays and Government Holidays).

4. A member desiring to exercise vote by e-Voting / physical Postal Ballot Form is requested to carefully read the instructions printed on the Postal Ballot Form, as applicable, and cast their votes in electronic mode / return the duly completed form in the attached self-addressed business reply envelope, so as to reach the Scrutinizer at BIGSHARE SERVICES PRIVATE LIMITED, UNIT: UTTAM VALUE STEELS LIMITED E/2, Ansa Industrial Estate, SakiVihar Road, Sakinaka Andheri (East), Mumbai - 400 072. Registrar and Share Transfer Agent on or before 19th day of January, 2015. not later than closed of working hour i.e. 6.00 p.m. The Postal Ballot Forms received after this date will be treated as if the reply from the member has not been received.

5. The voting period of Postal Ballot starts on 22nd day of December, 2014.at 10.00 a.m. and ends on 23rd day of January, 2015. at 6.00 p.m.

6. The Voting period of E-Voting would commence on Thusday, 15th day of January, 2015. (10.00 a.m) and end on Saturday, 17th day of January 2015.(6.00 p.m.)

7. Only a Member entitled to vote is entitled to exercise his/her vote through Postal Ballot. Any person other than the member of the company receives this notice should treat it as intimation only.

8. Shareholders are also requested to carefully read the instruction printed behind the Postal Ballot Form as well as contained in this notice, for voting through Postal Ballot as well as through e-voting before excercising their vote.

11

Notice General Instruction

1. Shareholders have option to vote either through Postal Ballot forms or through e-voting. If a shareholder has opted for Physical Ballot, then he/she should not vote by e-voting and vice versa. However in case Shareholders cast their vote through both physical ballot and e-voting, then vote cast through physical ballot shall be considered and vote cast through e-voting shall be treated as invalid.

2. The notice of Postal Ballot/E-voting is being dispatched / e mailed to the shareholder whose name appear on the Register of Members as on 12th December, 2014 and voting right shall be reckoned on the paid up value of the shares registered in the name of the shareholders as on the said date.

3. The voting period of Postal Ballot starts on 22nd day of December, 2014 at 10.00 a.m. and ends on 23rd day of January, 2015 at 6.00 p.m.

4. Voting in the Postal Ballot /E-voting cannot be exercised by a proxy. However, corporate and Institutional shareholders shall be entitled to vote through their authorized representative with proof of their authorized representatives with proof of their authorization, as stated below.

Instructions for voting physically by Postal Ballot Form

1. A shareholder desiring to exercise vote by Postal Ballot should Complete this Postal Ballot Form (no other form or photocopy thereof is permitted) and send it to the Scrutinizer Shri Vijay B. Kondalkar , a practicing Company Secretary in the enclosed self- addressed and pre-paid envelope (i.e. Business Reply Envelope). However, envelopes Postal Ballot Form(s), if deposited in person or if sent by courier or registered/ speed post at the expense of the Shareholder will also be accepted.

2. The Self- addressed business reply envelope bears the name and postal address of the Scrutinizer appointed by the Company.

3. This form should be completed and signed by the Shareholder (as per the specimen signature registered with the Company/ Depository Participants). In case of joint holding, this form should be completed and signed by the fi rst named Shareholder and in his absence, by the next named Shareholder.

4. In respect of the shares held by the corporate and institutional shareholders (companies, trust, societies, etc), the completed Postal Ballot should be accompanied by a certifi ed copy of the relevant Board Resolution/appropriate authorization, with the specimen signature(s) of the authorized signatory (ies) duly attested.

5. The consent must be accorded by recording the assent in the column ‘FOR’ or dissent in the column ‘AGAINST’ by placing a tick mark (√) in the appropriate column in the Postal Ballot form. The assent or dissent received in any other form shall not be considered valid.

6. Members are requested to fi ll the Postal Ballot Form in incredible ink and avoid fi lling it by using erasable writing medium(s) like pencil.

7. There will be one Postal Ballot form for every folio/client ID irrespective of the number of joint holders.

8. Duly Completed Postal Ballot Form should reach the Scrutinizer not later than close of working hours i.e. 6.00 PM on 23rd day of January, 2015. All the Postal Ballot forms received after this date will be strictly treated as if the reply from such shareholder has not been received.

9. A Member may request for a duplicate Postal Ballot Form, if so required, and the same duly completed should reach the scrutinizer not later than the date specifi ed under instruction No.8 above.

10. Shareholders are requested not to send any other paper along with Postal Ballot Form. They are requested not to write anything in the Postal Ballot form except giving their assent or dissent and putting their signature. If any such other paper is sent the same will be destroyed by the Scrutinizer.

11. The Scrutinizer’s decision on the validity of a Postal Ballot/ E-voting will be fi nal and binding.

12. Incomplete, unsigned or incorrectly ticked Postal Ballot Forms will be rejected.

13. The result of the Postal Ballot/E-voting will also be posted on the website of the Company www.uttamvalue.com for the information of the Shareholders.

INSTRUCTION FOR EVOTING AND POSTAL BALLOT

In compliance with the provisions of Section 110 and other applicable provisions of Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 the Company is Pleased to offer E-voting facility as an alternate mode of Voting, for its Equity Shareholders, to enable them to cast their votes electronically instead of dispatching Postal Ballot Form or Attending at the Court Convened Meeting. E-voting is optional.

� Voting through E-voting in Postal Ballot

The E-voting for Postal Ballot would commence on Monday, the 22nd Day of December, 2014 (10.00 a.m) and end on Thursday the 23rd Day of January, 2015 (6.00 pm). The step by step procedure and instruction given below for your information.

12

Uttam Value Steels Limited� Voting through E-voting

The E-voting would commence on Thursday, the 15th Day of January, 2015 (10.00 a.m) and ends on Saturday, the 17th January, 2015 (6.00 pm). The step by step Procedure and instruction given below for your information.

In case of members receiving e-mail or willing to vote via Electronic mode:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” UTTAM VALUE STEELS LTD from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits benefi ciary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verifi cation as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a fi rst time user follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both

demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the fi rst two letters of their name and the 8 digits of the sequence number in the PAN fi eld.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the fi rst two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN fi eld.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details fi eld.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password fi eld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant Uttam Value Steels Ltd. on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confi rmation box will be displayed. If you wish to confi rm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verifi cation code and

13

Notice click on Forgot Password & enter the details as prompted by the system.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporates.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (1) to sl. no. (13) above to cast vote.

(B) The voting period begins on Monday, the 22nd Day of December, 2014 (10.00 a.m) and end on Thursday the 23rd Day of January, 2015 (6.00 pm). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 12th Day of December, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

14

Uttam Value Steels LimitedEXPLANATORY STATEMENT UNDER SECTION 393 OF THE COMPANIES ACT, 1956, SECTION 110 AND SECTION 102 OF THE COMPANIES ACT 2013 TO THE NOTICES OF THE COURT CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF UTTAM VALUE STEELS LIMITED AND POSTAL BALLOT AND E-VOTING

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY SUMMONS FOR DIRECTION NO. 896 OF 2014

In the matter of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013; And In the matter of Uttam Value Steels Limited; And In the matter of Scheme of Arrangement between Uttam Value Steels Limited (“UVSL” or “Demerged Company”); And Lloyds Steels Industries Limited (“LSIL” or “Resulting Company”) And their respective shareholders and creditors. Uttam Value Steels Limited, a company ) incorporated under the Companies Act, ) 1956 and having its registered Offi ce at ) 4th Floor, Uttam House, 69 P. D’Mello Road, ) Mumbai 400009 ).. Applicant Company / Demerged Company

In this statement Uttam Value Steels Limited is referred to as the “Applicant Company”, Lloyds Steels Industries Limited is referred to as the “Resulting Company”. The other defi nitions contained in the enclosed Scheme of Arrangement between the Applicant Company and the Resulting Company and their respective shareholders and creditors (the “Scheme”) will also apply to this statement under Section 393 of the Companies Act, 1956 and Section 110 and Section 102 of the Companies Act, 2013 (the “Explanatory Statement”).

The Explanatory Statement sets forth the details of the proposed Scheme of Arrangement, its effects and, in particular any material interests of the Directors in their capacity as member(s).

1. ORDER OF THE HON’BLE HIGH COURT OF JUDICATURE AT BOMBAY

1.1 The Hon’ble High Court of Judicature at Bombay vide its Order dated on Friday 12th day of December, 2014. has directed Uttam Value Steels Limited, the Applicant Company/Demerged Company, to convene a meeting of its Equity Shareholders on Thursday 22nd day of January, 2015.at 11.00 a.m. at M C Ghia Hall, 18/20, K, Dubash Marg, Kalaghoda, Mumbai-400001, Maharashtra, for the purpose of considering and, if thought fi t, approving with or without modifi cation(s), the arrangement embodied in the Scheme of Arrangement between Uttam Value Steels Limited (the “Applicant Company ” or “Demerged Company”) and Lloyds Steels Industries Limited (“LSIL” or “Resulting Company”) and their respective shareholders and creditors.

1.2 The Hon’ble High Court of Judicature at Bombay by its Order dated12th day of December, 2014. has directed Uttam Value Steels Limited, the Applicant Company/Demerged Company, to convene a meeting of its Secured Creditors on Thursday, 22nd day of January, 2015.at 12.30 p.m. at M C Ghia Hall, 18/20, K, Dubash Marg, Kalaghoda, Mumbai-400001, Maharashtra for the purpose of considering and, if thought fi t, approving with or without modifi cation(s), the arrangement embodied in the Scheme of Arrangement between the Applicant Company the Resulting Company and their respective shareholders and creditors.

1.3 Apart from the Court Convened Meeting of the Equity Shareholders of the Applicant Company, to seek their approval pursuant to Sections 391 to 394 of the Companies Act, 1956, the approval of the Equity Shareholders of the Company is also sought for the Scheme by passing a Resolution pursuant to Section 110 of the Companies Act, 2013, by way of Postal Ballot and e-voting as per the Securities and Exchange Board of India (“SEBI”) Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013 and Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 hereinafter collectively referred to as (“SEBI Circulars”)

15

Notice 1.4 In terms of the SEBI Circulars, the Scheme shall be acted upon only if the votes cast by the public shareholders (i.e.,

shareholders other than promoter and promoter group shareholders) in favor of the proposal are more than the number of votes cast by the public shareholders against the proposal.

1.5 A copy of the Scheme, setting out the terms and conditions of the Scheme of arrangement, which has been approved by the Board of Directors of the Applicant Company, is enclosed hereto as Annexure A.

2. SCHEME AND ITS APPROVAL OF THE BOARD OF DIRECTORS

2.1 The proposed Scheme inter-alia envisages:

2.1.1 Demerger of the Engineering Division of Applicant Company in favour of Resulting Company;

2.1.2 Re-organisation of the share capital of the Applicant Company and the Resulting Company.

2.2 The Scheme has been approved by the Board of Directors of the Applicant Company on June 25, 2014 by passing necessary Resolution.

3. BRIEF DETAILS OF THE APPLICANT COMPANY

3.1 The Applicant Company was originally incorporated under the Companies Act, 1956 as “Gupta Tubes and Pipes Private Limited” and was issued a Certifi cate of Incorporation dated April 27, 1970 by the Registrar of Companies, Mumbai, Maharashtra.

3.2 The name of the Applicant Company was changed from Gupta Tubes and Pipes Private Limited to “Lloyds Steel Industries Private Limited” and was issued a fresh Certifi cate of Incorporation consequent on change of name dated September 10, 1985 by the Registrar of Companies, Mumbai, Maharashtra;

3.3 The name of the Applicant Company was further changed from Lloyds Steel Industries Private Limited to “Lloyds Steel Industries Limited” and was issued a certifi cate of change of name dated June 3, 1986 by the Additional Registrar of Companies, Mumbai Maharashtra.

3.4 The name of the Applicant Company was changed to the present name, “Uttam Value Steels Limited” and was issued a fresh Certifi cate of Incorporation consequent upon change of name dated March 18, 2013 by the Additional Registrar of Companies, Mumbai, Maharashtra

3.5 The registered offi ce of the Applicant Company is situated at 4th Floor, Uttam House, 69, P. D’Mello Road, Mumbai 400009.

3.6 The Applicant Company is engaged in the business of manufacturers, importers, exporters, dealers of electric resistance welded steel tubes, iron and steel metal (ferrous and non-ferrous), alloys, scrap, pipes wire drawing of any metal along with the business of fabrication of all types of mechanical, structural, electrical, metallurgical, chemical plants equipments including dryers, boilers, power plant equipments, manufacturing of capital equipments, and execution of turnkey projects right from conceptualising to commissioning, supply of spares and services to all the major oil, gas, port, trust and various government bodies.

3.7 The Share Capital of the Applicant Company as per the year ended March 31, 2014 is as under:

Particulars (Amount in Rs.)Authorised Share Capital150,00,00,000 equity shares of Rs.10 each 15,00,00,00,00050,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each 5,00,00,00,000Total 20,00,00,00,000Issued, Subscribed and Paid-up Capital:119,45,18,493 equity shares of Rs.10 each 11,94,51,84,930*27,14,451 Equity Shares Forfeited (Amount originally paid up) 1,32,33,95893,25,420 Redeemable Preference Shares of Rs.10 each fully paid up 9,32,54,200Total 12,05,16,73,08*

* UVSL has issued and allotted 12,70,96,774 equity shares of Rs.10 each at premium of Rs.5.50 each to UD Industrial Holding Pte Limited on April 9, 2014, by way of preferential allotment, and pursuant to such issue and allotment, the issued, subscribed and paid-up share capital of UVSL is Rs.13,32,26,40,828 divided into 1,32,16,15,267 equity shares of Rs.10 each, 27,14,451 Equity Shares Forfeited (Amount originally paid up) and 93,25,420 preference shares of Rs.10 each

16

Uttam Value Steels Limited3.8 The Applicant Company is a company whose equity shares are listed on the Bombay Stock Exchange Limited (BSE)

and the National Stock Exchange of India Limited (NSE).

3.9 Summary of the audited fi nancial statements of the Applicant Company for the last three years ended March 31, 2014, March 31, 2013 and March 31, 2012 are avaliable for inspection upto two days prior to the said meeting, at the Registered Offi ce of the Applicant Company between 11.00 a.m. and 1:00 p.m. on all working days of the Applicant Company (except Saturdays, Sundays and Government Holidays).

4. DETAILS OF THE RESULTING COMPANY

4.1 Lloyds Steels Industries Limited (hereinafter referred to as the “Resulting Company”) was incorporated in the name and style of “Climan Properties Private Limited” and was issued a Certifi cate of Incorporation dated September 19, 1994 by the Additional Registrar of Companies, Mumbai, Maharashtra.

4.2 The Resulting Company was converted into public company and the name was changed from Climan Properties Private Limited to “Climan Properties Limited” and was issued a certifi cate of change of name dated April 17, 2000 by the Assistant Additional Registrar of Companies, Mumbai, Maharashtra and subsequently the name of the Resulting Company was changed from Climan properties Limited to “Encon Technologies Limited” and was issued a fresh certifi cate of incorporation consequent on change of name dated April 19, 2000 by the Deputy Registrar of Companies, Mumbai, Maharashtra.

4.3 The name of the Resulting Company has been further changed from Encon Technologies Limited to “Lloyds Encon Technologies (I) Limited” and was issued a Fresh Certifi cate of Incorporation consequent upon change of name dated May 31, 2011 by the Deputy Registrar of Companies, Mumbai, Maharashtra.

4.4 The name of the Resulting Company has been subsequently changed to its present name i.e. “Lloyds Steels Industries Limited” and was issued a fresh certifi cate of incorporation consequent upon change of name dated May 4, 2013 by the Registrar of Companies, Mumbai, Maharashtra.

4.5 The Registered Offi ce of the Resulting Company is situated at Plot No. A-5/5, MIDC Industrial Area, Murbad Rd., Thane 421 401, Maharashtra.

4.6 The Resulting Company is engaged in business of providing consultancy services in steel and engineering products.

4.7 The Share Capital of the Resulting Company as per the audited Balance Sheet dated March 31, 2014 is as under:

Particulars (Amount in Rs.)

Authorised Share Capital

5,00,000 equity shares of Re.1 each 5,00,000

Total 5,00,000

Issued, Subscribed and Paid-up Capital:

5,00,000 equity shares of Re.1 each 5,00,000

Total 5,00,000

4.8 Summary of the audited fi nancial statements of the Resulting Company for the last three years ended March 31, 2014, March 31, 2013 and March 31, 2012 are open for inspection upto two days prior to the said meeting, at the Registered Offi ce of the Applicant Company between 11.00 a.m. and 1:00 p.m. on all working days of the Applicant Company (except Saturdays, Sundays and Government Holidays).

5. SCHEME RESOLUTION FOR APPROVAL

The Resolution to be submitted for approval of the Equity Shareholders and Secured Creditors of the Applicant Company at their respective meetings, will read as follows:

“RESOLVED THAT the arrangement embodied in the Scheme of Arrangement between Uttam Value Steels Limited (the “Applicant Company” or “Demerged Company”) and Lloyds Steels Industries Limited (“LSIL” or “Resulting Company”) and their respective shareholders and creditors, (the “Scheme”) pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act 1956, Section 52 of the Companies Act 2013 and other applicable provisions, of the Companies Act, 1956 and the Companies Act 2013, and provisions of other applicable laws, if any, and subject to the approval of Hon’ble High Court of Judicature at Bombay or any other appropriate authorities, placed before the meeting and initialed by the Chairman for the purpose of identifi cation, be and is hereby approved;

RESOLVED FURTHER THAT Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/or Shri Ram Gaud – Sr. General Manger & Company Secretary be and are hereby jointly and/or severally authorised to make such alterations, modifi cations or amendments therein as may be expedient or necessary for complying with the

17

Notice requirements or conditions imposed by the Hon’ble High Court of Judicature at Bombay and/or any other appropriate authorities;

RESOLVED FURTHER THAT Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/or Shri Ram Gaud – Sr. General Manger & Company Secretary be and are hereby jointly and/or severally authorised to do all such acts, deeds, matters and things as may be necessary or desirable for the purpose of giving effect to the Scheme”.

6. SPECIAL RESOLUTION FOR REDUCTION OF SHARE CAPITAL

The Special Resolution to be submitted for approval of the Equity Shareholders of the Applicant Company at their meeting will read as follows:

“RESOLVED THAT pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Sections 52 of the Companies Act, 2013 and other applicable and notifi ed provisions of the Companies Act, 1956, the Companies Act, 2013, along with rules and regulations issued thereunder, including, any statutory modifi cations, re-enactments or amendments made thereto from time to time, subject to the Memorandum of Association and Articles of Association of the Company, approvals from BSE Limited, National Stock Exchange of India Limited (the “Stock Exchanges”), Securities and Exchange Board of India (the “SEBI”), the Reserve Bank of India (the “RBI”), the members of the Company, its creditors and subject to the sanction of the Bombay High Court or the National Company Law Tribunal, constituted under the Companies Act, 2013, as the case may be and subject to approval of any other statutory or governmental authorities as may be required, and based on the recommendations of the Audit Committee of the Company, (i) the Draft Scheme of Arrangement between the Company and Lloyds Steels Industries Limited (“LSIL”), a company incorporated under the Companies Act, 1956 and having its registered offi ce at Plot No. A-5/5, MIDC Area, Murbad, Thane 421401, in the State of Maharashtra (the “Scheme”), (ii) the Valuation Report dated June 20, 2014, issued by M V Krishnamoorthy, Chartered Accountants; and (iii) fairness opinion dated 23rd day of June, 2014. on the said Valuation Report, issued by M/s. Centrum Capital Limited, Merchant Banker, placed before the Board and initialled by the Chairman for the purpose of identifi cation be and is hereby approved.

RESOLVED FURTHER THAT upon sanction of the said Scheme by the Bombay High Court or the National Company Law Tribunal, as the case may be, and upon the Scheme becoming effective, without any further act or deed on the part of LSIL, LSIL will, in aggregate, issue and allot 89,86,98,382 equity shares of Re.1 each (the “New Shares”). The New Shares will be issued to registered fully paid-up equity shareholders of the Company, whose names are recorded in the register of equity shareholders of the Company on the Record Date, as decided by the Board in the ratio of 68:100 i.e. 68 equity Shares of Re.1 each credited as fully paid up in LSIL for every 100 equity shares of Rs.10 each fully paid up in the Company

RESOLVED FURTHER THAT pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable and notifi ed provisions of the Companies Act, 1956, the Companies Act, 2013, along with rules and regulations issued thereunder, including, any statutory modifi cations, re-enactments or amendments made thereto from time to time, subject to the Memorandum of Association and Articles of Association of the Company, approvals from theBSE Limited, National Stock Exchange of India Limited (the “Stock Exchanges”), the Securities and Exchange Board of India (the “SEBI”), the Reserve Bank of India (the “RBI”), the members of the Company, its creditors and subject to the sanction of the Bombay High Court or the National Company Law Tribunal, constituted under the Companies Act, 2013, as the case may be and subject to approval of any other statutory or governmental authorities as may be required, and upon the Scheme coming into effect, the issued, subscribed and paid-up share capital of the Company shall stand reduced, by reducing the face value of the equity shares, from the present sum of Rs.13,21,61,52,670 (Rupees one thousand three hundred twenty one crores sixty one lakhs fi fty two thousand six hundred and seventy only) divided into 1,32,16,15,267 equity shares of the face value of Rs.10 each fully paid (for clarity this does not include equity share capital not fully paid and which has been forfeited) to Rs.6,60,80,76,335 (Rupees six hundred sixty crores eighty lakh seventy six thousand three hundred and thirty fi ve only) divided into 1,32,16,15,267 equity shares of the face value of Rs.5 each fully paid.

RESOLVED FURTHER THAT subsequent to reduction of share capital of the Company as mentioned in above resolution, the face value of equity shares of the Company shall be further sub-divided from Rs.5 to Re.1 and pursuant to such sub-division, the issued, subscribed and paid-up share capital of the Company will be Rs.6,60,80,76,335 (Rupees six hundred sixty crores eighty lakhs seventy six thousand three hundred and thirty fi ve only) divided into 6,60,80,76,335 equity shares of the face value of Re.1 each fully paid. For sake of clarifi cation, for every one (1) equity share of Rs.5 each of the Company (after taking into effect the reduction of share capital as as set out in aforesaid resolution), the members of the Company will receive fi ve (5) equity shares of Re.1 each of the Company.

18

Uttam Value Steels LimitedAlteration of Authorised Share Capital of The Applicant Company

RESOLVED THAT subject to Scheme coming into effect, Section 13, Section 61 of the Companies Act, 2013 and other the applicable provisions of the Companies Act, 1956 and/ or the Companies Act, 2013 (including the rules and regulations made thereunder) and receipt of other regulatory approvals, the authorised share capital of the Applicant Company be changed from Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each to Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 1400,00,00,000 equity shares of Re.1 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each and Clause V of the Memorandum of Association of the Applicant Company shall be amended by deleting the clause and replacing it by the following:


RESOLVED THAT subject to Scheme coming into effect, Section 14, Sections 61 of the Companies Act, 2013 and other the applicable provisions of the Companies Act, 1956 and/ or the Companies Act, 2013 (including the rules and regulations made thereunder) and receipt of other regulatory approvals, the authorised share capital of the Applicant Company be changed from Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each to Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 1400,00,00,000 equity shares of Re.1 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each and Article 3 of the Articles of Association of the Applicant Company shall be amended by deleting the clause and replacing it by the following:


RESOLVED FURTHER THAT Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/ or Shri Ram Gaud – Sr. General Manger & Company Secretary of the Applicant Company be and are hereby severally authorised to do to do all such acts, deeds, matters and things as may be necessary to give effect to this Resolution.

Forfeiture

“RESOLVED THAT pursuant to Scheme coming into effect, the shares forfeited by UVSL being, 27,14,451 equity shares of Rs.10 each shall be cancelled under this Scheme and the amount of Rs.1,32,33,958 (Rupees one crore thirty two lakhs thirty three thousand nine hundred and fi fty eight only), collected by UVSL on such forfeited equity shares shall, without any act or deed, be transferred to its Capital Reserve Account and consequently, the issued, subscribed and paid-up equity share capital of UVSL shall stand, without any act or deed, reduced to such extent.”

Utilisation of Reduction of Share Capital and Share Premium Account for setting off Accumulated Losses

“RESOLVED THAT pursuant to Scheme coming into effect, the accumulated losses of UVSL as on March 31, 2014 will be set-off against the (i) Share Premium Account (ii) Reduction in the Share Capital Account as set out particularly in Clause 9 of the Scheme, and (iii) Other reserves which are lying in the Reserve & Surplus Account.”

Utilization of Revaluation Reserves for Setting off Accumulated Losses

RESOLVED FURTHER THAT subject to the approval of the shareholders, sanction of the the Bombay High Court or the National Company Law Tribunal, constituted under the Companies Act, 2013, or any other statutory authority(ies), any reserve created out of revaluation of Fixed assets/or unrealized profi t shall be utilized for adjusting the accumulated losses

19

Notice of the Company and for such purpose Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/or Shri Ram Gaud – Sr. General Manger & Company Secretary of the Applicant Company be and are hereby severally authorised to make such alteration and changes in the Scheme of Arrangement, as may be expedient and necessary provided that prior approval of the Board shall be obtained for making any material changes in the said draft Scheme, as approved in this meeting.

RESOLVED FURTHER THAT Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/or Shri Ram Gaud – Sr. General Manager & Company Secretary of the Company be and are hereby severally authorised to make such alteration and changes in the Scheme of Arrangement, as may be expedient and necessary for satisfying the requirement(s) or condition(s) imposed by the Stock Exchanges and any other statutory authorities as may be required, provided that prior approval of the Board shall be obtained for making any material changes in the said draft Scheme, as approved in this meeting.

RESOLVED FURTHER THAT Shri Rajinder Miglani - Chairman and/or Shri Rajiv Munjal – Whole Time Director and/or Shri Ram Gaud – Sr. General Manger & Company Secretary be and are hereby jointly and/or severally authorised to do all such acts, deeds, matters and things as may be necessary or desirable for the purpose of giving effect to the Scheme”.

7. RATIONALE AND BENEFITS OF THE SCHEME OF ARRANGEMENT

7.1 The Scheme will result in increased fi nancial strength and fl exibility and enhance the ability of the Applicant Company and the Resulting Company to undertake their respective projects, thereby contributing to enhancement of future business potential.

7.2 The Scheme will enable the business comprised in the Demerged Undertaking (as defi ned in the Scheme) and Remaining Undertaking (as defi ned in the Scheme) of the Applicant Company to be pursued and carried on more conveniently and advantageously with greater focus and attention through two separate companies, i.e. Applicant Company and Resulting Company, each having their own management team and set up. The same will facilitate the business considerations and factors applicable to the said businesses to be addressed more effectively and adequately by the respective companies.

7.3 “Lloyds Steels Industries Limited” or LSIL (being similar to the erstwhile name of Applicant Company) was preferred for the purpose of demerger of the Demerged Undertaking since the aforesaid name carries certain kind of recognition, brand recall and intellectual proprietory value before various stakeholders of Applicant Company, in relation to the business of the Demerged Undertaking.

7.4 The transfer and vesting of the Demerged Undertaking of Applicant Company into Resulting Company, by way of demerger, would facilitate focused management attention, provide leadership vision, facilitate effi ciency in operations due to individual specialisation, provide greater leveraging due to fi nancial independence and facilitate strategic/ fi nancial investment.

7.5 It is believed that the proposed segregation will create/ unlock value for shareholders and allow a focused strategy in operations, which would be in the best interest of Applicant Company and Resulting Company and their respective shareholders and all persons connected with them.

7.6 There is no likelihood that any shareholder or creditor of either Applicant Company or Resulting Company would be prejudiced as a result of this Scheme of Arrangement.

8. SALIENT FEATURES OF THE SCHEME

8.1 For the purpose of the Scheme the Appointed Date shall be April 1, 2014 or such other date as the High Court of Judicature at Bombay may direct or fi x. Although, the Scheme shall become operational w.e.f Appointed Date but shall come into effect from the Effective Date.

8.2 The “Effective Date” means the last of the dates on which: (a) all the consents, approvals, permissions, resolutions, sanctions and/or orders of the High Court of Judicature at Bombay sanctioning the Scheme has been obtained or passed; (b) the necessary certifi ed copies of the Order(s) sanctioning the Scheme under Sections 391 and 394 read with Sections 100 to 104 of the Companies Act 1956 and Section 52 of the Companies Act 2013 are duly fi led with the Registrar of Companies at Mumbai, such date shall be referred to as Effective Date for the purpose of the Scheme; and (c) and all references in this Scheme to the date of “coming into effect of the Scheme” shall mean the Effective Date.

8.3 The Applicant Company proposes to demerge the Engineering Division (the “Demerged Undertaking”) as embodied in the Scheme of Arrangement, whereby the Demerged Undertaking of the Applicant Company shall stand transferred to and vested in the Resulting Company, as a going concern, in accordance with Section 2 (19AA) of the Income Tax Act, 1961 pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies

20

Uttam Value Steels LimitedAct, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013.

8.4 As part of the Scheme, upon the Scheme coming into effect and in consideration of the demerger of the Demerged Undertaking of the Applicant Company into the Resulting Company, without any further act or deed on the part of Resulting Company, Resulting Company will issue and allot 89,86,98,382 (Eighty nine crore eighty six lakhs ninety eight thousand three hundred eighty two) equity shares of Re.1 each fully paid up (the “New Shares”). The New Shares will be issued to registered fully paid-up equity shareholders of Demerged Company in the ratio of 68:100, i.e. 68 equity shares of Re.1 each credited as fully paid up in the Resulting Company for every 100 equity shares of Rs.10 each fully paid up held by them in the Demerged Company) (the “New Shares Entitlement Ratio”).

8.5 The Applicant Company has issued 93,25,420 redeemable preference shares of Rs.10 each fully paid up aggregating to Rs.9,32,54,200 to IDBI Bank Limited. Since the aforesaid preference shares are redeemable in nature and the same does not form part of the Demerged Undertaking, the Resulting Company will not issue any shares or pay any consideration to IDBI Bank Limited, as part of consideration of the demerger of the Demerged Undertaking. The entire aforesaid preference shares held by IDBI Bank Limited will remain in the Applicant Company and terms of the same will also remain unchanged.

8.6 The issue and allotment of the New Shares in the Resulting Company to the relevant shareholders of the Applicant Company as provided in the Scheme shall be carried out without following the procedure laid down under Section 62 of the Companies Act, 2013 and any other applicable provisions of the Act.

8.7 The Resulting Company, shall, to the extent required, increase its authorised share capital in order to issue the New Shares under the Scheme.

8.8 Subsequent to the sanction of the Scheme, Resulting Company will make an application for listing of its shares, including, the New Shares on all the stock exchanges in which the shares of the Applicant Company are listed, in pursuance to the relevant regulations including, the circular No.CIR/CFD/DIL/5/2013 dated February 4, 2013 read with Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 both being issued by the Securities and Exchange Board of India in relation to application under sub-rule (7) of Rule 19 of the Securities Contract Regulation Rules, 1957 for relaxing strict enforcement of clause (b) to sub-rule (2) of Rule 19 thereof. The shares allotted pursuant to the Scheme shall remain frozen in the depositories system until listing/ trading permission is given by the designated stock exchanges.

8.9 Re-Organisation of the Share Capital of the Applicant Company.

8.9.1 Upon the Scheme coming into effect, the issued, subscribed and paid-up share capital of the Applicant Company shall stand reduced, by reducing the face value of the equity shares, from the present sum of Rs.13,21,61,52,670 divided into 1,32,16,15,267 equity shares of the face value of Rs.10 each fully paid (for clarity this does not include equity share capital not fully paid and which has been forfeited) to Rs.6,60,80,76,335 divided into 1,32,16,15,267 equity shares of the face value of Rs.5 each fully paid.

8.9.2 The aforesaid reduction of the current equity share capital of the Applicant Company alongwith other write/set-off are essential to adjust the accumulated losses of the Applicant Company, which could not have been otherwise set-off in the ordinary course of business for a long time and which would have continued to plague the performance of the Applicant Company.

8.9.3 Subsequent to reduction of share capital of Applicant Company, the face value of equity shares of Applicant Company shall be further sub-divided from Rs.5 to Re.1 and pursuant to such sub-division, the issued, subscribed and paid-up equity share capital of Applicant Company will be Rs.6,60,80,76,335 (Rupees six hundred sixty crores eighty lakhs seventy six thousand three hundred thirty fi ve only) divided into 6,60,80,76,335 equity shares of the face value of Re.1 each fully paid. For sake of clarifi cation, for every one (1) equity share of Rs.5 each of Applicant Company (after taking into effect the reduction of share capital as set out in Clause 7.1 of the Scheme), the members of Applicant Company will receive fi ve (5) equity shares of Re.1 each of Applicant Company.

8.9.4 Upon the Scheme coming into effect, the shares forfeited by Applicant Company being, 27,14,451 equity shares of Rs.10 each shall be cancelled under this Scheme and the amount of Rs.1,32,33,958 (Rupees one crore thirty two lakhs thirty three thousand nine hundred and fi fty eight only), collected by Applicant Company on such forfeited equity shares shall, without any act or deed, be transferred to its Capital Reserve Account and consequently, the issued, subscribed and paid-up equity share capital of Applicant Company shall stand, without any act or deed, reduced to such extent. Applicant Company undertakes to comply with all necessary legal requirements to effect the aforesaid cancellation, transfer and reduction. The cancellation, transfer and reduction in relation to forfeiture as set out above shall be effected as an integral part of the Scheme itself.

21

Notice 8.9.5 The share certifi cates of the Applicant Company in relation to the equity shares held by its members shall, without any

further application, act, instrument or deed, be deemed to have been automatically cancelled pursuant to this Scheme and new share certifi cates with the revised (after taking into effect the reduction of share capital and sub division of share capital) face value of Re.1, will be issued by the Applicant Company to its members. For avoidance of confusion, the Applicant Company will, on the Record Date, issue new share certifi cates with Re.1 marked fully paid-up (after taking into effect the reduction of share capital and sub division of share capital of Applicant Company) on each such new share certifi cate and shall be delivered to its members on the Record Date along with the notice to its members requesting them to surrender the old share certifi cates. Likewise, on the Record Date, the face value of the equity shares held in de-materialised form will also be reduced automatically.

8.9.6 The equity shares of the Applicant Company shall continue to be listed on the National Stock Exchange and Bombay Stock Exchange and the Applicant Company shall make necessary applications to these stock exchanges pursuant to the Scheme coming into effect to note consequential changes due to reorganisation of the share capital of the Applicant Company.

8.9.7 The reduction in the issued, subscribed and paid-up share capital as above, shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of with the provisions of Sections 391 to 394 read with sections100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act 1956 and/or the Companies Act 2013 as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Companies Act, 1956 and other applicable provisions of the Companies Act 1956 and/or the Companies Act 2013 confi rming the reduction without imposing a condition on Applicant Company to add to its name “and reduced”. The provisions of Section 101 of the Companies Act 1956 and other applicable provisions of the Companies Act 1956 and/or the Companies Act 2013 shall not be applicable.

8.10 Re-Organisation of Share Capital of Resulting Company

8.10.1The issued, subscribed and paid-up share capital of the Resulting Company being, 5,00,000 equity shares of Re.1 each (the “Existing LSIL Shares”) aggregating to Rs.5,00,000 are currently held by certain existing shareholders (the “Existing LSIL Shareholders”). Upon the completion of issue and allotment of the New Shares to the relevant shareholders of the Applicant Company pursuant to the Scheme coming into effect, all Existing LSIL Shares, being, 5,00,000 equity shares of Re.1 each aggregating to Rs.5,00,000 of the Resulting Company held by the Existing LSIL Shareholders or any of their respective transferee(s) (of the Existing LSIL Shares), if any, as on the Effective Date shall stand cancelled, without any further act or deed and the paid-up share capital of the Resulting Company shall stand reduced proportionately to such extent.

8.10.2The sum of Rs.5,00,000 being the amount of reduction in terms of the foregoing clause shall be credited to an account styled as “Capital Reduction Account”.

8.10.3The reduction in the issued, subscribed and paid-up share capital of the Resulting Company as above, shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other applicable provisions of the Companies Act 1956 and/or the Companies Act, 2013 as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The order of this Hon’ble Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Companies Act, 1956 and other applicable provisions of the Companies Act,1956 and/or the Companies Act, 2013 confi rming the reduction without imposing a condition on the Resulting Company to add to its name “and reduced”. The provisions of Section 101 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956 and/or the Companies Act, 2013 shall not be applicable.

8.11 Merging of Authorised Share Capital

8.11.1 Upon the Scheme coming into effect, the authorised share capital of the Applicant Company to the extent of Rs.100,00,00,000 (Rupees one hundred crores) shall stand combined/consolidated with the authorised share capital of the Resulting Company and on the Scheme coming into effect, the authorised share capital of the Resulting Company shall, without any further act, deed or action, stand increased (post combination and consolidation) to Rs.100,05,00,000 (Rupees one hundred crore fi ve lakhs only) divided into 100,05,00,000 equity shares of Re.1 (Rupees one only) each.

22

Uttam Value Steels Limited8.12 Alteration of Authorised Share Capital of the Applicant Company

8.12.1 Further, upon the Scheme coming into effect and without any act or deed or action, the authorised share capital of the Applicant Company shall, upon the aforesaid combination/consolidation with the authorised share capital of the Resulting Company, stand reduced from the present sum of Rs.20,00,00,00,000 (Rupees two thousand crores only) divided into 150,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each to Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each.

8.12.2 Once the Scheme comes into effect and subsequent to (i) the aforesaid reduction of paid up share capital of the Applicant Company and (ii) the merging of certain portion of the authorised share capital of the Applicant Company with the Resulting Company, the authorised share capital of the Applicant Company shall, in terms of Section 61 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and/ or the Companies Act, 2013 (including the rules and regulations made thereunder), be changed from Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each to Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 1400,00,00,000 equity shares of Re.1 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each.

NOTE: Equity Shareholders and Secured Creditors of the Applicant Company are requested to read the entire text of the Scheme of Arrangement, enclosed herewith, to get better acquainted with the provisions thereof as stated above. The aforesaid are only the salient features of the Scheme.

9. The Share Entitlement Ratio in respect of the Scheme of Arrangement has been arrived at on the basis of the valuation carried out by Mr. M.V. Krishnamoorthy, Chartered Accountants, who has issued his Valuation Report dated June 20, 2014.

10. Pursuant to the Clause 24 (h) of the Listing Agreement with the Stock Exchange, the Applicant Company has also obtained “fairness opinion” of Centrum Capital Limited dated June 23, 2014, independent merchant banker providing its fairness opinion on the Valuation Report of Mr. M.V. Krishnamoorthy, Chartered Accountants, dated June 20, 2014 in relation to the Scheme and as per the said Fairness Opinion Report, the valuation done by the valuer for the proposed Demerger is fair and reasonable.

11. The Board of Directors of the Applicant Company has considered the said Valuation Report and fairness opinion and also considered various factors and accordingly, the Board of Directors of the Applicant Company believes that the Share Entitlement Ratio in respect of the New Shares is fair and reasonable and has approved the same at its meeting held on June 25, 2014.

12. Pursuant to the SEBI Circulars read with Clause 24(f) of the Listing Agreement, the Applicant Company had fi led necessary applications seeking the no-objection to the Scheme of the BSE dated June 30, 2014 and of the NSE dated July 8, 2014.

13. As required by the SEBI Circulars, the Applicant Company has fi led the Complaints Report with the BSE and the NSE on 4th August, 2014, 8th September, 2014 and 22nd August 2014 respectively a copy of the same is enclosed herewith as Annexure E.

14. The Company has received, in terms of clause 24(f) of the Listing Agreement, observation letters from BSE vide its letter dated October 14, 2014, and from NSE vide its letter dated October 20, 2014, given its Observation Letter conveying their No-Objection, subject to the compliance of certain conditions as laid down by the Securities and Exchange Board of India (SEBI) and as set out here in below:

14.1 As undertaken by the Company vide letter dated September 25, 2014 the amended clause No. 12.1.1 and 12.1.3 shall replace the existing clause. Accordingly any reserve created out of revaluation of Fixed assets/or unrealized profi t shall not be utilized for adjusting the accumulated losses.

14.2 The Company shall disclose in the scheme regarding provision for voting by public shareholders through postal ballot and e-voting as confi rmed vide letter dated July 17, 2014 in term of para 7 of the SEBI Circular CRF/CFD/DIL/8/2013 dated May 21, 2013.

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Notice 14.3 The Company shall also disclose in the scheme regarding provision for shares of the transferee entity issued in lieu of

the locked in shares of the transferor entity shall be subjected to the lock in for the remaining period as confi rmed vide letter dated September 03, 2014 in terms of SEBI Circular CIR/CFD/DIL/5/2013 dated February 04, 2013.

14.4 The company shall duly comply with the various provisions of the Circulars.

15. Additional requirement as per NSE Observation Letter shall be incorporated in the scheme:

15.1 “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”

15.2 “There shall be no change in the shareholding pattern or control in Lloyds Steels Industries Limited between the record date and the listing which may affect the status of this approval.”

16. There are no investigation proceedings pending under Sections 235 to 251 of the Companies Act, 1956 or under applicable provisions of Companies Act, 2013 against the Applicant Company.

17. None of the Directors of the Applicant Company and/or the Resulting Company have any material interest in the Scheme, save and except to the extent of their shareholding in the companies, or to the extent the said Directors being the common Directors in the companies or to the extent the said Directors are the partners, directors, members of the fi rms, companies, association of persons, bodies corporate and/or benefi ciary of trust, that hold shares in any of the Companies.

18. The details of all the present Directors (singly or jointly) and Key Managerial Personnel of the concerned companies and their respective shareholdings in the Applicant Company and the Resulting Company as on September 30, 2014, are as follows:

Name of Director and Key Managerial Person

Designati on Applicant Company Resulting Company

No. of share % of capital No. of share % of capital

Mr. Rajinder Miglani Chairman NIL 0 NIL 0

Mr. S. K. Soni Independent Director NIL 0 NIL 0

Mr. B L Khanna Independent Director NIL 0 NIL 0

Mr. U N Challu Independent Director 30000 0 NIL 0

Mr. Manash Chakraborty Nominee Director of ARCIL NIL 0 NIL 0

Mr. S. K Sachdev Nominee Director of IDBI NIL 0 NIL 0

Mr. Ankit Miglani Director NIL 0 NIL 0

Mr. Rajiv Munjal Whole Time Director NIL 0 NIL 0

Mr. Ashok Tandon Whole Time Director NIL 0 NIL 0

Ms. Pratima Srivastava Independent Director NIL 0 NIL 0

Shri Rajendra Sharda President – Corporate Accounts & CFO

NIL 0 NIL 0

Mr. Ram Gaud Sr. General Manager & Company Secretary

28 0 NIL 0

24

Uttam Value Steels Limited19. Pursuant to the Clause 24 (h) of the Listing Agreement with the Stock Exchange, the pre and post arrangement (expected)

capital structure and shareholding pattern of Applicant Company are given herein below:

19.1 Pre and Post shareholding pattern of Applicant Company

Sr. No

Category of Shareholder Pre - Arrangement Post- Arrangement*

Total number of shares

% Holding Total number of shares

% Holding

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals/ Hindu Undivided Family 0 0.00

(b) Central Government/ State Government(s) 0 0.00

(c) Bodies Corporate 609472232 46.1157 3047361160 46.1157(d) Financial Institutions/ Banks 0 0.00(e) Any Others(Specify) Sub Total(A)(1) 609472232 46.1157 3047361160 46.1157 2 Foreign 0 0 0 0 Total Shareholding of Promoter and

Promoter Group (A)= (A)(1)+(A)(2)609472232 46.1157 3047361160 46.1157

(B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI 573153 0.0434 2865765 0.0434(b) Financial Institutions / Banks 205004032 15.5116 1025020160 15.5116

(c) Central Government/ State Government(s) 1500 0.0001 7500 0.0001

(d) Venture Capital Funds 0 0.00(e) Insurance Companies 4389894 0.3322 21949470 0.3322(f) Foreign Institutional Investors 216050 0.0163 1080250 0.0163(g) Foreign Venture Capital Investors 0 0.00 0 0(h) Qualifi ed Foreign Investor 0 0.00 0 0 Sub-Total (B)(1) 210184629 15.9036 1050923145 15.9036 2 Non-institutions (a) Bodies Corporate 264249975 19.9945 1321249875 19.9945(b) Individuals I Individuals -i. Individual shareholders holding

nominal share capital up to Rs 1 lakh58178823 4.4021 290894115 4.4021

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

34981107 2.6468 174905535 2.6468

(c) Qualifi ed Foreign Investor 0 0.00(d) Any Other (specify) (d-i) Clearing Member 547885 0.0415 2739425 0.0415(d-ii) Non Resident Indians 7352942 0.5564 36764710 0.5564

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Notice (d-iii) Trust 900 0.0001 4500 0.0001

(d-iv) Overseas Bodies Corporates 136646774 10.3394 683233870 10.3394

Sub-Total (B)(2) 501958406 37.9808 2509792030 37.9808

(B) Total Public Shareholding (B)= (B)(1)+(B)(2)

712143035 53.8844 3560715175 53.8844

TOTAL (A)+(B) 1321615267 100.00 6608076335 100.00(C) Shares held by Custodians and against

which Depository Receipts have been issued0 0 0 0

Sub-Total (C ) GRAND TOTAL (A)+(B)+(C) 1321615267 100.00 6608076335* 100.00

* Pursuant to the Reduction of Share Capital as prescribed in the Scheme of Arrangement

19.2 PRE AND POST CAPITAL SRTUCTURE OF APPLICANT COMPANY

a) PRE - CAPITAL STRUCTURE

Particulars (Amount in Rs.)Authorised Share Capital150,00,00,000 equity shares of Rs.10 each 1500,00,00,00050,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each 500,00,00,000Total 2000,00,00,000Issued, Subscribed and Paid-up Capital:1,32,16,15,267 Equity Shares of Rs. 10/- each 1321,61,52,67027,14,451 Equity Shares Forfeited (Amount originally paid up) 1,32,33,95893,25,420 Redeemable Preference Shares of Rs.10 each fully paid up 9,32,54,200Total 1332,26,40,828

b) POST - CAPITAL STRUCTURE

Particulars (Amount in Rs.)Authorised Share Capital

*1400,00,00,000 equity shares of Rs.1/-** each 1400,00,00,000*50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each 500,00,00,000Total 1900,00,00,000*Issued, Subscribed and Paid-up Capital:660,80,76,335*** Equity Shares of Rs. 1/-*** each 660,80,76,335***93,25,420 Redeemable Preference Shares of Rs.10 each fully paid up 9,32,54,200Total 670,13,30,535

* Upon the Scheme coming into effect, the authorised share capital of UVSL to the extent of Rs.100,00,00,000 (Rupees one hundred crores) from equity paid up share capital shall stand combined/consolidated with the authorised share capital of LSIL and on the Scheme coming into effect the authorised share capital of LSIL shall, without any further act, deed or action, stand increased to Rs.100,05,00,000 divided into 100,05,00,000 equity shares of Re.1 each.

** Pursuant to the Scheme of Arrangement, there would be sub-division of authorised equity share capital of the Applicant Company wherein the authorised share capital of the Applicant Company shall change from Rs.1400,00,00,000 divided into 140,00,00,000 equity shares of Rs.10 each to Rs.1400,00,00,000 divided into 1400,00,00,000 equity shares of Re.1 each

*** Pursuant to the Scheme of Arrangement, paid-up equity share capital of the Applicant Company shall stand reduced (by reducing face value of the equity shares) from the present sum of Rs.13,21,61,52,670 divided into1,32,16,15,267 equity shares of the face value of Rs.10 each fully paid (excluding equity share capital not fully paid and which has been forfeited) to Rs.6,60,80,76,335 divided into 1,32,16,15,267 equity shares of the face value of Rs.5 each fully paid. The face value of equity shares of the Applicant Company shall be further sub-divided from Rs.5 to Re.1 and pursuant to such sub-division, the issued, subscribed and paid-up equity share capital of UVSL will be Rs.6,60,80,76,335 divided into 6,60,80,76,335 equity shares of the face value of Re.1 each fully paid.

20. Pursuant to the Clause 24 (h) of the Listing Agreement with the Stock Exchange, the pre and post arrangement (expected) shareholding pattern and capital structure of Resulting Company are given herein below:

26

Uttam Value Steels Limited20.1 Pre and Post shareholding pattern of Resulting Company

Sr. No

Category of Shareholder Pre - Arrangement Post - Arrangement

Total number

of shares% Holding Total number

of shares % Holding

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals/ Hindu Undivided Family 0 0.00 0 0

(b) Central Government/ State Government(s) 0 0.00 0 0

(c) Bodies Corporate 260000 52.00 414441118 46.1157

(d) Financial Institutions/ Banks 0 0.00 0 0

(e) Any Others(Specify) 0 0.00 0 0

Sub Total(A)(1) 260000 52.00 414441118 46.1157

2 Foreign 0 0.00 0 0

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

260000 52.00 414441118 46.1157

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 0 0.00 389744 0.0434

(b) Financial Institutions / Banks 0 0.00 139402742 15.5116

(c) Central Government/ State Government(s) 0 0.00 0 0.0001(d) Venture Capital Funds 0 0.00 0 0

(e) Insurance Companies 0 0.00 2985128 0.3322

(f) Foreign Institutional Investors 0 0.00 146914 0.01

(g) Foreign Venture Capital Investors 0 0.00 0 0

(h) Any Other (specify) 0 0.00 0 0

Sub-Total (B)(1) 0 0.00 142925548 15.9036

2 Non-institutions

(a) Bodies Corporate 239800 47.96 179689983 19.9945

(b) Individuals

I Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh

200 0.04 39561600 4.4021

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

0 0.00 23787153 2.6468

(c) Any Other - (c-i) Clearing Member 0 0.00 372562 0.0415

(c-ii) Trusts 0.00 612 0.0001

(c-iii) Non Resident Indians 0 0.00 5000000 0.55

(c-iv) Overseas Bodies Corporates 0 0.00 92919806 10.3394

Sub-Total (B)(2) 240000 48.00 341331716 37.9807

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 240000 48.00 484257264 53.8843

TOTAL (A)+(B) 500000 100.00 898698382 100.00

(C) (C) 0 0.00 0 0

GRAND TOTAL (A)+(B)+(C) *500000 100.00 898698382 100.00

*Cancellation of Share Capital pursuant to Scheme of Arrangement

27

Notice 20.2 PRE AND POST CAPITAL SRTUCTURE OF RESULTING COMPANY

a) PRE - CAPITAL STRUCTURE

Particulars (Amount in Rs.)Authorised Share Capital5,00,000 equity shares of Re.1 each 5,00,000Total 5,00,000Issued, Subscribed and Paid-up Capital:5,00,000 equity shares of Re.1 each 5,00,000Total 5,00,000

b) POST - CAPITAL STRUCTURE

Particulars (Amount in Rs.)Authorised Share Capital100,05,00,000 equity shares of Re.1 each 100,05,00,000Total 100,05,00,000Issued, Subscribed and Paid-up Capital:89,86,98,382 equity shares of Re.1 each 89,86,98,382Total 89,86,98,382

21 Disclosure requirement of of SEBI with respect to Scheme of Arrangement under section 393 of Companies Act, 1956

Sl. No. Details of the Companies Applicant Company Resulting Company1 Names and Registered Offi ce of the

CompaniesUttam House 69, P D’Mello Road Mumbai 400009, Maharashtra

Plot No. A-5/5, MIDC Industrial Area, Murbad Rd., Thane 421 401, Maharashtra

2 The extent to / manner in which the companies are related to each other

Ultimate logistics Solutions Private Lim-ited and Metallurgical Engineering and Equipments Limited are the common promoters of Resulting Company.

Ultimate logistics Solutions Private Lim-ited and Metallurgical Engineering and Equipments Limited are the common promoters of Applicant Company.

3 Capital Structure of the Companies Please refer para no. 3.7of the Explanatory Statement

Please refer para no. 4.7 of the Explanatory Statement

4 Shareholding pattern clearly indicating the shares held by the promoters and by persons other than promoters

Please refer para no. 19 above of Explanatory Statement

Please refer. para no. 20 above of Explanatory Statement

5 Line of Business Please refer paragraph no. 3.6 above of Explanatory Statement

Please refer paragraph no. 4.6 above of Explanatory Statement

6 Dates of Agreement, if any, with the other companies, which are parties to the scheme of arrangement.

NA NA

7 Names and profi le of the promoters and Directors viz., age, educational qualifi cations, experience, personal addresses etc. of the companies.

See Annexure I See Annexure II

8 Names of Subsidiary/ Group Companies and Companies with which the promoters of the resultant company are associated

NO SUBSIDARIESGroup Companies

1) Barclay Exports Private Limited2) Aura Minerals Private Limited3) Ultimate Logistic Solutions Private

Limited4) Metalurgical Engineering & Equipments

Limited5) Uttam Galva Metallics Limited6) Uttam Galva Steels Limited7) Kredence Multi Trading Limited8) Grow Well Mercantile Private Limited9) Sainath Trading Company Private

Limited

NO SUBSIDARIESGroup Companies

1) Uttam Value Steels Limited2) Barclay Exports Private Limited3) Aura Minerals Private Limited4) Ultimate Logistic Solutions Private

Limited5) Metalurgical Engineering &

Equipments Limited6) Uttam Galva Metallics Limited7) Uttam Galva Steels Limited8) Kredence Multi Trading Limited9) Grow Well Mercantile Private

Limited10) Sainath Trading Company Private

Limited9 Indicate whether there would be

a change in control in the resultant company vis-à-vis the issuing company.

- The shares of the Resulting Company will get listed on the stock exchanges in which shares of Applicant Company are listed, subject to necessary approvals

28

Uttam Value Steels LimitedSl. No. Details of the Companies Applicant Company Resulting Company10 Capital structure and shareholding

pattern, after (of issuing company) the proposed scheme of arrangement, and the management’s views on the change in the public holding on how it would affect the shareholders at large.

Please refer para no. 19.2 above of Explanatory Statement Management view:Subject to reorganization (reduction) of the Applicant Company as set out in the Scheme, there will not be any change in public shareholdinga) Merging of Authorised share capital b) Sub- division of Authorised share

capital

Please refer para no. 20.2. above of Explanatory StatementManagement view:Same as 9

11 Audited fi nancial statement of the companies for the last three years as per the format given in clause 41 of Listing Agreement in case of transferee company

As stated in below para no. 22.1.C will be available for inspection

As stated in below para no. 22.1.D will be available for inspection

12 Basis of valuation Valuation Report issued by Mr. V.M. Krishnamoorthy dated June 20, 2014

Valuation Report issued by Mr. V.M. Krishnamoorthy dated June 20, 2014

13 Nature of Consideration if any, payable/ receivable under the scheme

No consideration to the Applicant Company.

New Shares (as defi ned in the Scheme) to the shareholders of Applicant Company

Consideration in the form of New Shares

14 Mode of payment /receipt

- -

15 Manner of surrender/receipt of shares or securities

Cancellation of Shares under reduction of share capital as per the Scheme

Cancellation of Shares under reduction of share capital as per the Scheme

16 The time schedule within which the shares / securities are to be surrendered / received and payments to be made / received.

As per the Scheme As per the Scheme

17 Tentative date by which the scheme would become effective under the provisions of the Companies Act etc.

Please refer para 8.2 above of Explanatory Statement

Please refer para 8.2 above of Explanatory Statement

18 Details of approvals obtained/to be obtained/ sought from creditors, authorities like stock exchanges /authorities under the Companies Act etc.

1. No objection letter has been obtained from Bombay Stock Exchange and National Stock Exchange

2. Approval of shareholders and secured creditors to be obtained

3. Individual Notices to unsecured creditors

4. Preference Share Holder concent / Notice to Preference Share Holder

5. Court’s Approval to the Scheme

1. Shareholders consent have been obtained;

2. No Secured creditor;3. Special Resolution for reduction

of Share Capital of LSIL shall be passed

3. No Unsecured creditor4. Court’s Approval to the

Scheme19 Details of Board Meeting when the

proposal was considered/ approved.June 25, 2014 June 25, 2014

22. INSPECTION OF DOCUMENTS

22.1 Copies of the following documents are open for inspection at the Registered Offi ce of the Applicant Company between 2.00 p.m. to 5.00 p.m. on any working day of the Company (except Saturday, Sunday & public holiday) upto the date of the meeting:

a) Memorandum and Articles of Association of Uttam Value Steels Limited, the Applicant Company/Demerged Company.

b) Memorandum and Articles of Association of Lloyds Steels Industries Limited, the Resulting Company.

c) Copy of the Audited Annual Accounts as on March 31, 2012, March 31, 2013, March 31, 2014 of Uttam Value Steels Limited, the Applicant Company/Demerged Company.

d) Copy of the Audited Annual Accounts as on March 31, 2012, March 31, 2013, March 31, 2014 of Lloyds Steels Industries Limited, the Resulting Company.

29

Notice e) Certifi ed Copy of the Minutes of the Orders dated12th day of December, 2014. passed by the Hon’ble High

Court of Judicature at Bombay.

f) Register of Directors’ shareholding of Uttam Value Steels Limited.

g) Valuation Report dated June 20, 2014 of the Applicant Company issued by Mr. M.V. Krishnamoorthy, Chartered Accountants.

h) Fairness opinion of the Applicant Company Company issued by Centrum Capital Limited dated June 23, 2014.

i) Copies of the BSE and NSE “No objection” letters dated October 14, 2014 and dated October 20, 2014 respectively.

22.2 The Statement may be treated as a composite statement under Section 393 of the Companies Act, 1956 read with Section 110 and Section 102 of the Companies Act 2013 to the notice of court convened meeting and notice of Postal ballot and E-Voting. A copy of the Scheme of Arrangement and the statement may be obtained from the registered offi ce of the Applicant Company.

23. Names and profi le of the Directors viz., age, educational qualifi cations, experience, personal addresses etc. of the companies.

ANNEXTURE IBrief Profi le of Directors of Uttam Value Steels Limited

Sr. No. Name of the Director

Address Date of Birth

Profi le & Experience Qualifi cation

1 Mr. Rajinder Miglani 21-B, Embassy Apartments, 46, Nepean Sea Road, Mumbai - 400036, Maharashtra.

08/04/1946 He is an industrialist and is a graduate and has more than 48 years of experience in the steel industry.

Graduate

2 Mr. S. K. Soni D-15, Enclave - II, Greater Kailash - II, New Delhi -110048, Delhi.

03/12/1936 He has more than 56 years of experience in the Banking Sector.

B.Sc, L.L.B., CAIIB (I)

3 Mr. B L Khanna 406, Aradhana, R.K Puram, Sector-XIII, New Delhi -110066.

02/12/1946 He is a practicing Chartered Accountant with wide experience in his fi eld of Accounting and Auditing and Taxation.

Chartered Accountant

4 Mr. U N Challu A-34/1, Afochs, Sainikpuri, Secundrabad, Hyderabad – 500094.

20/10/1950 He has started his journey in 1973 as probationary offi cer in State Bank of India (SBI). Thereafter he was elevated to Chief General Manager, Financial Reporting, Compliance and Taxation. He has also worked with other Companies in fi nancial services Sector. He has an overall experience of about 40 years in the fi eld of fi nance and banking business.

BA

5 Mr. Manash Chakraborty

Belfer Apartment, 601, 6th Floor, Waterfi eld Road, Bandra (W), Mumbai - 400050, Maharashtra.

12/04/1954 He has an overall experience of more than 32 years and has worked at Senior Level positions in the Banking Industry.

B.E (Electrical) and M.F.M.

6 Shri Sanjiv Kumar Sachdev

ICG, IDBI Bank, Indian Red Cross society Bldg, 1, Red Cross Road,Post Box Number 231, New Delhi -110001.

22.11.1959 He has a vast experience of more than 25 years in corporate banking sector of experience. He is associated with a IDBI Since, 1983.

MSC in Chemistry and MBA in Finance

7 Mr. Ankit Miglani 21-B, Embassy Apartments, 46, Nepean Sea Road, Mumbai - 400036, Maharashtra.

23/02/1979 He is an industrialist and has more than 13years of experience in the steel industry.

Graduate in Economics withspecialization in Finance from Wharton School, UniversityU.S.A

30

Uttam Value Steels Limited8 Mr. Rajiv Munjal Flat no. 106, Ground Floor,

Jasola Vihar, Pocket-1, New Delhi-110025, Delhi.

20/12/1959 He has more than 26years of experience in the industry.

BE ( Electronics Telecommunication)

9 Mr. Ashok Tandon Flat No.20, Usha Kamal CHS, Sector 15, Vashi, Navi Mumbai - 400703, Maharashtra.

13/10/1958 He has more than 34 years of experience in Engineering fi eld and was associated with HPCL, M N Dastur & Co, Ispat Industries Ltd and various others in the past and with Lloyds Steel Industries Ltd since January 1995.

B.E. (Mechanical)

10 Ms. Pratima Srivastava

2ND Floor, Tulsi Mahal, BLK-6, G.Tank Road, 3/5. Road, 26WB,Mumbai – 400036.

02/10/1956 She has done bachelorsin Science followed bya post –graduation inEconomics from BanarasHindu University andstudied fi nance at new York University and worked ex-tensively with vide experi-ence in the fi nancial sector with banks and fi nance Com-panies.

Post Graduates(Economics)

ANNEXTURE IIBrief Profi le of Directors of Lloyds Steels Industries Limited

Sr. No.

Name of the Director

Address Date of Birth Profi le & Experience Qualifi cation

1 Mr. Rajiv Munjal Flat no. 106, Ground Floor, Jasola Vihar, Pocket-1, New Delhi-110025, Delhi.

20/12/1959 He has more than 26years of experience in the industry.

BE

( Electronics Telecommunication)

2 Mr. Ashok Tandon Flat No.20, Usha Kamal CHS, Sector 15, Vashi, Navi Mumbai - 400703, Maharashtra.

13/10/1958 He has more than 34 years of experience in Engineering fi eld and was associated with HPCL, M N Dastur & Co, Ispat Industries Ltd and various others in the past and with Lloyds Steel Industries Ltd since January 1995.

B.E. (Mechanical)

3 Mr. Dinesh Chaturvedi

501, Shalibhadra Enclave CHS Ltd, Cabin Fatak Road, Near Rawal Nagar, Near Ambemaa Temple, Bhayander (East), Mumbai - 401105

31/03/1960 He is having more than 30 years of experience in the fi eld of Accounts and Finance. He has previously worked with major Steel Company like Uttam Value Steels Ltd. He is expertise in the fi eld of liaison, management with banking, commercial and other channels. At present, he is serving as Director on the Board of Lloyds Steels Industries Ltd. and some other companies.

B.com

31

Notice EXPLANATORY STATEMENT OF ITEM NO. 2 (INCREASE OF REMUNERATION OF MR. ASHOK TANDON, WHOLE-TIME DIRECTOR OF THE COMPANY)

(UNDER SECTION 102 READ WITH SECTION 108 AND SECTION 110 OF THE COMPANIES ACT, 2013)

Item No. 2

Shri Ashok S. Tandon has joined the Board on 20th June, 2012, as an Additional Director of the Company, who has been subsequently regularized as Director of the Company by the members at their meeting held on 14th July, 2012.

Shri Ashok S. Tandon aged about 54 years, having 34 (thirty Four) years of experience in engineering fi eld. He has done B.E (Mechanical) from S.G.S. Institute of Technology & Science, Indore. He has unique exposure of diversifi ed working with different organizations such as Hindustan Petroleum Corpn. Ltd, M N Dastur & Co., Ispat Industries Limited and various other organizations in the past. He had joined the Company in the year 1995 and was working as a President of Engineering division of the Company.

The Board at their meeting held on 20th June, 2012, resolved to appoint Shri Ashok S. Tondon as Whole-Time Director of the Company.

The Board at their meeting held on 7th November, 2014, resolved to revised the remuneration of Shri Ashok S. Tondon with effect from 1st September, 2014.

The terms of appointment of Shri Ashok S. Tandon, as set out in the Special Resolution at Item No 2, should also be treated as the abstract under Section 190 of the Companies Act, 2013.

The Board accordingly recommends the Resolution set out in Item No. 2 for the approval of the members.None of the Directors & Key Managerial Personnel except Shri Ashok S. Tandon is in any way concerned or interested in the said Resolution.

THE REQUISITE INFORMATION AS REQUIRED PURSUANT TO SCHEDULE V SECTION II (A) TO COMPANIES ACT, 2013 AS UNDER:

I. GENERAL INFORMATION:

1. Nature of Industry - Manufacturing of Steel and Capital Equipment products

2. Date of commencement of Commercial - The company has commenced it’s production activities

3 Production since 1974. 4. In case of new Companies, expected date - N.A of Commencement of activities as per project approved by fi nancial institutions

appearing in the prospectus.

5. Financial performance based on given indicators: (Rs In Lacs)

Particulars 2011-12 2012-13 2013-14

Total Income 409650.11 674760.00 671282

Profi t Before Tax (7345.46) 101.77 (9873)

Profi t after tax (7345.46) 101.77 (9873)

6. Export performance and net foreign exchange collaborations: (Rs In Lacs)

Particulars 2011-2012 2012-13 2013-14

FOB value of Export 509.03 2584.77 5096

7. Foreign Investments or collaborations, if any - NIL

II. INFORMATION ABOUT THE APPOINTEE: SHRI ASHOK S. TANDON

1.Background Details He has done B.E (Mechanical) from S.G.S Institute of Technology &

Science. He is aged about 53 years and having 34 years of experience

in engineering fi eld. He has unique exposure of diversifi ed working

with different organizations such as Hindustan Petroleum Corpn. Ltd, Ispat Industries limited and various other organizations in the past. He

had joined the Company in the year 1995 and was working as a

president of Engineering division of the Company.

2. Past Remuneration Last remuneration drawn by Mr. Ashok S. Tandon was Rs. 38,01,880/-

p.a.

3. Recognition or Awards Nil

32

Uttam Value Steels Limited4. Job Profi le and it’s suitability He was appointed as an Additional Director on 20.06.2012, who was subsequently regularized as Director of the Company by the members at their meeting held on 14th July, 2012. He is responsible for the Engineering Division of the Company.5. Remuneration proposed a) Remuneration : Rs. 44,46,768/- (Rupees Forty Four Lacs Forty Six Thousand Seven Hundred Sixty Eight only) per annum by way of salary b) Perquisites and Allowances : Rs.10,19,500/- (Rupees Ten Lacs Nineteen Thousand Five hundred only) per annum by way of Perquisites and Allowances

excluding the following: (i) Contribution to Provident Fund and Superannuation Fund,

as per rules of the Company. (ii) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service. (iii) Leave and Encashment of leave as per the rules of the Company. c) The Company shall pay to or reimburse to the Whole-Time Director all costs, charges and expenses that may have been or may be incurred by him for the purpose of or on behalf of the Company. d) In the event of the loss or inadequacy of profi t, in any fi nancial year during his tenure as the Director, the aforesaid remuneration will be treated as minimum remuneration subject to the approval of the Central Government, if any, as may be required. e) The above appointment may be terminated at any time by giving 60 (sixty) days’ notice by either party.6. Comparative remuneration The remuneration proposed is reasonable as profi le with respect to compared to size of the company, profi le industry, size of the company, and position of the person as well as with respect profi le and position of person to the industry.7.Pecuniary relationship directly N.A.or indirectly with the company, or relationship with the managerial person, if any.III. OTHER INFORMATION1. Reasons of loss or inadequate profi ts

� Increase in the cost of production� Shortage of Working Capital� High Finance Cost� Stagnancy in the Steel prices

2. Steps taken or proposed to be taken for improvement.� Technical Modifi cations and Technological Changes leading to increase in productivity & operational

effi ciency.� Repayments of high interest debts in a phased manner� Efforts to improve the working capital of the Company

Hence, the Board of Directors recommends the Resolution set out at Item No.2 of the Notice for the approval of the Members. Your approval is sought by voting by Postal Ballot in terms of the provisions of Section 110 of Companies Act, 2013, read with the provisions of Companies (Management and Administration) Rules, 2014, as amended from time to time.

None of the Directors & Key Managerial Personnel of the Company including their relatives except Shri Ashok Tandon are, in any way, concerned or interested in the said Resolution.

33

Notice EXPLANATORY STATEMENT OF ITEM NO. 3 (ALTERATION OF MAIN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY)

(UNDER SECTION 102 READ WITH SECTION 108 AND SECTION 110 OF THE COMPANIES ACT, 2013)

Item No. 3

Since present main object Clause of the Company is having the activity called retail dealers and as per the provision of Foreign Exchange Management Exchange Act, 1999 (FEMA, 1999) the Foreign Direct Investment (FDI) is not allowed in the business of retail trading therefore the necessity of amending the main object Clause of Memorandum of Association of Clause III(A)1 is arised by amending the said clause and removing the word “retail dealers” and Pursuant to Section 6, 13 and 15 and all other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), and subject to necessary approval(s) if any, from the competent authorities, the existing Main Objects Clause No. III (A)(1) of the Memorandum of Association of the Company be and are hereby deleted from the existing Main Objects Clause No. III (A)(1) and substituted to the new Main Objects Clause No. III (A)(1)

Hence, the Board of Directors recommends the Resolution set out at Item No.3 of the Notice for the approval of the Members. Your approval is sought by voting by Postal Ballot in terms of the provisions of Section 110 of Companies Act, 2013, read with the provisions of Companies (Management and Administration) Rules, 2014, as amended from time to time.

None of the Directors & Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested in the said Resolution.

By Order of the Board of Directors

For Uttam Value Steels Limited

Sd/-

(Ram Gaud)

Sr. General Manager & Company Secretary

Date: 13th December, 2014Registered Offi ce:4th Floor, Uttam House69, P.D’Mello RoadMumbai-400 009CIN: L27100MH1970PLCO14621

ANNEXURE A

SCHEME OF ARRANGEMENT

ANNEXURE B

VALUATION REPORT

ANNEXURE C

OBSERVATION LETTER FROM NATIONAL STOCK EXCHANGE OF INDIA LIMITED DATED OCTOBER 20, 2014

ANNEXURE D

OBSERVATION LETTER FROM BOMBAY STOCK EXCHANGE LIMITED (BSE) DATED OCTOBER 14, 2014

ANNEXURE E

COMPLAINTS REPORT

ANNEXURE F

FAIRNESS OPINION

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

34

Uttam Value Steels LimitedANNEXURE A

SCHEME OF ARRANGEMENT

BETWEEN

UTTAM VALUE STEELS LIMITED

(“UVSL” or “Demerged Company”)

AND

LLOYDS STEELS INDUSTRIES LIMITED

(“LSIL” or “Resulting Company”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

1.1 The Scheme is divided into the following parts:

1.1.1 Part I deals with the Introduction and Rationale;

1.1.2 Part II deals with the Defi nitions and Share Capital;

1.1.3 Part III deals with demerger of the Demerged Undertaking into LSIL;

1.1.4 Part IV deals with Reorganisation of UVSL;

1.1.5 Part V deals with Reorganisation of LSIL;

1.1.6 Part VI deals with the Accounting Treatment;

1.1.7 Part VII deals with the General Clauses;

1.1.8 Part VIII deals with the General Terms and Conditions.

PART I

INTRODUCTION AND RATIONALE

1. INTRODUCTION

1.1. UVSL

1.1.1. Uttam Value Steels Limited (“UVSL”), a company listed on the BSE Limited and the National Stock Exchange of India Limited, was originally incorporated on April 27, 1970 under the Companies Act, 1956 in the name and style of “Gupta Tubes and Pipes Private Limited”. The name of the company was changed from “Gupta Tubes and Pipes Private Limited” to “Lloyds Steel Industries Private Limited” vide fresh certifi cate of incorporation dated September 10, 1985 issued by the Registrar of Companies, Mumbai, Maharashtra. The name of the company was subsequently changed from “Lloyds Steel Industries Private Limited” to “Lloyds Steel Industries Limited” vide fresh certifi cate of incorporation dated June 3, 1986 issued by the Registrar of Companies, Mumbai, Maharashtra. The name of UVSL was further changed from “Lloyds Steel Industries Limited” to the present name of the company being, “Uttam Value Steels Limited” vide fresh certifi cate of incorporation dated March 18, 2013 issued by the Registrar of Companies, Mumbai, Maharashtra.

1.2. UVSL is inter-alia engaged in the business of manufacturers, importers, exporters, dealers of electric resistance welded steel tubes, iron and steel metal (ferrous and non-ferrous), alloys, scrap, pipes wire drawing of any metal along with the business of fabrication of all types of mechanical, structural, electrical, metallurgical, chemical plants equipments including dryers, boilers, power plant equipments, manufacturing of capital equipments, and execution of turnkey projects right from conceptualising to commissioning, supply of spares and services to all the major oil, gas, port, trust and various government bodies.

1.3. LSIL

1.3.1. Lloyds Steels Industries Limited (“LSIL”) was incorporated on September 19, 1994 under the Companies Act, 1956 in the name and style of “Climan Properties Private Limited”. The name of the company has been changed from “Climan Properties Private Limited” to “Climan Properties Limited” as the status of the company was changed from private limited to public limited vide fresh certifi cate of incorporation dated April 17, 2000 as issued by the Registrar of Companies.

1.3.2. The name of the company has been changed from “Climan Properties Limited” to “Encon Technologies Limited” vide fresh certifi cate of incorporation dated April 19, 2000 as issued by the Registrar of Companies. The name of the company has been further changed from “Encon Technologies Limited” to “Lloyds Encon Technologies (I)

35

Notice Limited” vide fresh certifi cate of incorporation dated May 31, 2011 as issued by the Registrar of Companies. The name of the company has been subsequently changed to the present name of the company i.e. “Lloyds Steels Industries Limited” vide fresh certifi cate of incorporation dated May 4, 2013 as issued by the Registrar of Companies.

1.3.3. LSIL is inter-alia engaged in the business of providing consultancy services in steel and engineering products.

2. RATIONALE FOR ARRANGEMENT

2.1. The demerger of the Demerged Undertaking (as defi ned hereinafter) from UVSL into LSIL is based on the following rationale:

2.1.1. The demerger will result in increased fi nancial strength and fl exibility and enhance the ability of UVSL and LSIL to undertake their respective projects, thereby contributing to enhancement of future business potential;

2.1.2. This Scheme will enable the business comprised in the Demerged Undertaking and Remaining Undertaking of UVSL to be pursued and carried on more conveniently and advantageously with greater focus and attention through two separate companies, i.e. UVSL and LSIL, each having their own management team and set up. The same will facilitate the business considerations and factors applicable to the said businesses to be addressed more effectively and adequately by the respective companies;

2.1.3. “Lloyds Steels Industries Limited” or LSIL (being similar to the erstwhile name of UVSL) was preferred for the purpose of demerger of the Demerged Undertaking since the aforesaid name carries certain kind of recognition, brand recall and intellectual proprietory value before various stakeholders of UVSL, in relation to the business of the Demerged Undertaking;

2.1.4. The transfer and vesting of the Demerged Undertaking of UVSL into LSIL, by way of demerger, would facilitate focussed management attention, provide leadership vision, facilitate effi ciency in operations due to individual specialisation, provide greater leveraging due to fi nancial independence and facilitate strategic/ fi nancial investment;

2.1.5. It is believed that the proposed segregation will create/ unlock value for shareholders and allow a focused strategy in operations, which would be in the best interest of UVSL and LSIL and their respective shareholders and all persons connected with them; and

2.1.6. The Scheme is in the interest of shareholders, creditors and there is no likelihood that any shareholder or creditor of either UVSL or LSIL would be prejudiced as a result of the Scheme of Arrangement.

3. SCHEME

3.1. This Scheme of Arrangement is presented under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions of the relevant Act (as defi ned hereinafter) for:

3.1.7. demerger of the Demerged Undertaking of UVSL with LSIL;

3.1.8. reorganisation of share capital of UVSL and LSIL; and

3.1.1. various other matters consequential or otherwise integrally connected herewith.

PART II

DEFINITIONS AND SHARE CAPITAL

4. DEFINITIONS

4.1. In this Scheme, unless inconsistent with the subject or context, the following expression shall have the following meanings:

4.1.1. “Act” means the Companies Act, 1956 for the time being in force and to the extent notifi ed provisions of the Companies Act, 2013, along with rules and regulations issued thereunder, including, any statutory modifi cations, re-enactments or amendments made thereto from time to time.

4.1.2. “Adjudicating Body(ies)” means the High Court of Judicature at Bombay and shall also include, the National Company Law Tribunal, if applicable.

4.1.3. “Appointed Date” means April 1, 2014 or such other date as the relevant Adjudicating Body(ies) may direct or fi x, for the purpose of this Scheme.

4.1.4. “Demerged Undertaking” means the Engineering Division of UVSL (as defi ned hereinafter), on a going concern basis, consisting inter alia of:

4.1.4.1. All the assets forming part of the Engineering Division of UVSL as on the commencement of the Appointed Date including, as more particularly described under Schedule ‘A’ annexed hereto;

4.1.4.2. All debts, liabilities, duties and obligations attached to and/or forming part of the Engineering Division of UVSL as on the commencement of the Appointed Date including, as more particularly described under Schedule ‘B’ annexed hereto;

4.1.4.3. Without prejudice to the generality of sub-clause 4.1.4.1 and 4.1.4.2 above, the Engineering Division of UVSL, shall mean and include all the assets and properties, whether movable or immovable, real or personal, fi xed assets, in possession or reversion, corporeal or incorporeal, tangible or intangible, present or contingent assets including stock,

36

Uttam Value Steels Limitedinvestments, claims, powers, authorities, allotments, approvals, registrations, contracts, engagements, arrangements, rights, titles, interests, benefi ts, advantages, lease-hold rights, tenancy rights, permits, authorisations, quota rights, trade marks, copyrights, patents and intellectual properties, including reserves, provisions, funds, utilities, electricity, water and other service connections, books, records, fi les, papers, engineering and process information, computer programmes along with licenses, drawings, back up copies, websites, domain names, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records, whether in physical form or electronic form, employees, benefi ts of agreements, contracts and arrangements, powers, authorities, balances with all regulatory authorities, liberties, advantages, easements and all the right, title, interest, goodwill, reserves, provisions, advances, receivables, funds, cash, bank balances, accounts, earnest moneys/ security deposits and all other rights, claims and powers, of whatsoever nature and where so ever situated belonging to or in the possession of or granted in favour of or enjoyed by the Engineering Division of UVSL, as on the commencement of the Appointed Date and all earnest money and/or deposits including security deposits paid by in relation to the Engineering Division of UVSL as on the commencement of the Appointed Date and all other rights, obligations, benefi ts available under any rules, regulations, statutes including direct and indirect tax laws and particularly Sales Tax benefi ts, Cenvat benefi ts, import and export benefi ts and custom duty benefi ts, MAT credit, tax deferrals, accumulated tax losses, unabsorbed tax depreciation of UVSL in relation to the Engineering Division of UVSL and in each case, as on the commencement of the Appointed Date and as modifi ed and altered from time to time to the Effective Date.

4.1.5. “Effective Date” means the last of (a) the dates on which the sanctions, approvals or orders as specifi ed in Clause 24 of this Scheme have been obtained; or (b) the dates on which the certifi ed/authenticated copies of the Order(s) of the relevant Adjudicating Body, are fi led with the relevant Registrar of Companies:

All references in this Scheme to the date of “coming into effect of the/this Scheme” shall mean the Effective Date.

4.1.6. “Engineering Division of UVSL” means a division of UVSL being involved in fabrication of all types of mechanical, structural, electrical, metallurgical, chemical plants equipments including dryers, boilers, power plant equipments, manufacturing of capital equipments, and execution of turnkey projects right from conceptualizing to commissioning and includes supply of spares and services to all the major oil, gas, port, trust and various government bodies.

4.1.7. “Governmental Authorities” means any applicable central, state or local government, legislative body, regulatory or administrative authority, agency or commission or any court, tribunal, board, bureau, instrumentality, judicial or arbitral body having jurisdiction over the territory of India.

4.1.8. “LSIL” or “Resulting Company” means Lloyds Steels Industries Limited, a company incorporated under the Companies Act, 1956 and having its registered offi ce at Plot No. A-5/5, MIDC Area, Murbad, Thane 421401, in the State of Maharashtra.

4.1.9. “Record Date” means the date to be fi xed by the Board of Directors of UVSL, upon the Scheme coming into effect, and if required, in consultation with LSIL, for the purpose of reckoning name of the equity shareholders of UVSL, who shall be entitled to receive the equity shares of LSIL and for any other purpose (including, reorganisation of share capital of UVSL) as provided in this Scheme.

4.1.10. “Remaining Undertaking” means all the undertakings, business activities and operations of UVSL, other than those comprised in the Demerged Undertaking, as on the commencement of the Appointed Date and as modifi ed and altered from time to time to the Effective Date.

4.1.11. “Scheme” or “the Scheme” or “this Scheme” means this Scheme of Arrangement in its present form submitted to the relevant Adjudicating Body with modifi cation(s), approved or imposed or directed by the relevant Adjudicating Body.

4.1.12. “UVSL” or “Demerged Company” means Uttam Value Steels Limited, a company listed on BSE Limited and National Stock Exchange of India Limited was incorporated under the Companies Act, 1956 and having its registered offi ce at 4th Floor, Uttam House, 69, P.D Mello Road, Mumbai 400009, in the State of Maharashtra.

5. SHARE CAPITAL

5.1. The Share Capital of UVSL as on March 31, 2014 is as under:

Particulars (Amount in Rs.)Authorised Share Capital150,00,00,000 equity shares of Rs.10 each 15,00,00,00,00050,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each 5,00,00,00,000Total 20,00,00,00,000Issued, Subscribed and Paid-up Capital:119,45,18,493 equity shares of Rs.10 each 11,94,51,84,930*27,14,451 Equity Shares Forfeited (Amount originally paid up) 1,32,33,95893,25,420 Redeemable Preference Shares of Rs.10 each fully paid up 9,32,54,200Total 12,05,16,73,088*

* UVSL has issued and allotted 12,70,96,774 equity shares of Rs.10 each at premium of Rs.5.50 each to UD Industrial Holding Pte Limited on April 9, 2014, by way of preferential allotment, and pursuant to such issue and allotment, the issued,

37

Notice subscribed and paid-up share capital of UVSL is Rs.13,32,26,40,828 divided into 1,32,16,15,267 equity shares of Rs.10 each, 27,14,451 Equity Shares Forfeited (Amount originally paid up) and 93,25,420 preference shares of Rs.10 each

5.2. The Share Capital of LSIL as on March 31, 2014 is as under:

Particulars (Amount in Rs.)Authorised Share Capital5,00,000 equity shares of Re.1 each 5,00,000Total 5,00,000Issued, Subscribed and Paid-up Capital:5,00,000 equity shares of Re.1 each 5,00,000Total 5,00,000

PART III

DEMERGER OF THE DEMERGED UNDERTAKING OF UVSL

6.1. With effect from the Appointed Date, the Demerged Undertaking of UVSL shall, without any further act or deed, be and the same shall stand transferred to and vested in or deemed to have been transferred to or vested in LSIL, as a going concern in accordance with Section 2(19AA) of the Income Tax Act, 1961, pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions of the relevant Act and the provisions of this Scheme in relation to the mode of transfer and vesting of assets.

6.2. The assets of the Demerged Undertaking, which are moveable in nature or are otherwise capable of transfer by manual delivery or by endorsement and delivery, shall be so transferred by UVSL and shall become the property of LSIL without any act or deed on the part of UVSL and LSIL.

6.3. The assets of the Demerged Undertaking shall, upon the Scheme coming into effect, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred and vested in LSIL pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions of the relevant Act on the Appointed Date and the vesting of all such assets shall take place from the Effective Date.

6.4. The assets of the Demerged Undertaking, acquired by UVSL on and from the Appointed Date upto the Effective Date, shall also without any further act, instrument or deed stand transferred to or be deemed to have been transferred to LSIL upon the Scheme coming into effect.

6.5. For avoidance of doubt, upon the Scheme coming into effect, all the rights, title, interest and claims of UVSL in any leasehold properties in relation to the Demerged Undertaking shall, pursuant to Section 394(2) of the Companies Act, 1956 and other applicable provisions of relevant Act, without any further act or deed, be transferred to and vested in or be deemed to have been transferred to and vested in LSIL.

6.6. For avoidance of doubt and without prejudice to the generality of the foregoing, it is clarifi ed that upon the Scheme coming into effect, all consents, permissions, licences, certifi cates, clearances, authorities, powers of attorney given by, issued to or executed in favour of UVSL in relation to the Demerged Undertaking shall stand transferred to LSIL as if the same were originally given by, issued to or executed in favour of LSIL, and LSIL shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefi ts under the same shall be available to LSIL. UVSL and LSIL shall make applications to any Governmental Authorities or any third persons (as the case may be) as may be necessary in this behalf.

6.7. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that the vesting of the Demerged Undertaking occurs by virtue of this Scheme itself, LSIL may, at any time after the Scheme coming into effect in accordance with the provisions hereof, if so required under any law or otherwise, execute deeds (including, deeds of adherence), confi rmations or other writings or tripartite arrangements with any party to any contract or arrangements to which UVSL is a party or any writing as may be necessary to be executed in order to give formal effect to the above provisions. LSIL, shall under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of UVSL and to carry out or perform all such formalities and compliances referred to above on LSIL to be carried out or performed in relation to the Demerged Undertaking being transferred by UVSL.

6.8. LSIL shall be entitled to the benefi t of all insurance policies which have been issued in respect of UVSL in respect of the Demerged Undertaking and the name of LSIL shall be substituted as “Insured” in the policies as if LSIL was initially a party.

6.9. With effect from the Appointed Date, and subject to the provisions of this Scheme, the liabilities of the Demerged Undertaking shall also stand transferred or deemed to have been transferred without any further act, instrument or deed to LSIL, so as to become as and from the Appointed Date the liabilities of LSIL without any consent of any third party or other person who is a party to the contract or arrangements by virtue of which such liabilities have arisen, in order to give effect to the provisions of this Clause.

6.10. With effect from the Appointed Date, all guarantees, indemnities and contingent liabilities, if any, of UVSL in relation to the Demerged Undertaking shall also be transferred to or be deemed to be transferred to LSIL so as to become as and from the Appointed Date, the guarantees, indemnities and contingent liabilities of LSIL and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such guarantees, indemnities and contingent liabilities have arisen or given, in order to give effect to the provisions of this Clause.

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Uttam Value Steels Limited6.11. The transfer and vesting of the Demerged Undertaking as aforesaid, shall be subject to the existing securities, charges,

hypothecation and mortgages, if any, subsisting over or in respect of the property and assets or any part thereof of the Demerged Undertaking, provided however, any reference in any security documents or arrangements, to which UVSL is a party, wherein the assets of the Demerged Undertaking have been or are offered or agreed to be offered as security for any fi nancial assistance or obligations, shall be construed as reference only to the assets pertaining to the Demerged Undertaking as are vested in LSIL by virtue of this Scheme, to the end and intent that such security, charges, hypothecation and mortgage shall not extend or be deemed to extend, to any of the other assets of UVSL or any of the assets of LSIL, provided further that the securities, charges, hypothecation and mortgages (if any subsisting) over and in respect of the assets or any part thereof of LSIL shall continue with respect to such assets or part thereof and this Scheme shall not operate to enlarge such securities, charges, hypothecation or mortgages to the end and intent that such securities, charges, hypothecation and mortgages shall not extend or be deemed to extend, to any of other assets of the Demerged Undertaking vested in LSIL. Notwithstanding anything contrary provided in this Scheme, it is clarifi ed that this Scheme shall not operate to enlarge the security for any loan, deposit or facility created by UVSL in relation to the Demerged Undertaking which shall vest in LSIL by virtue of the vesting of the Demerged Undertaking with LSIL and LSIL shall not be obliged to create any further or additional security therefor after the demerger has become operative.

6.12. All the loans, advances and other facilities sanctioned to UVSL in relation to the Demerged Undertaking by its bankers and fi nancial institutions prior to the Appointed Date, which are partly drawn or utilised shall be deemed to be the loans and advances sanctioned to LSIL and the said loans and advances shall be drawn and utilised either partly or fully by UVSL from the Appointed Date till the Effective Date and all the loans, advances and other facilities so drawn by UVSL in relation to the Demerged Undertaking (within the overall limits sanctioned by their bankers and fi nancial institutions) shall on the Effective Date be treated as loans, advances and other facilities made available to LSIL and all the obligations of UVSL in relation to the Demerged Undertaking under any loan agreement shall be construed and shall become the obligation of LSIL without any further act or deed on the part of LSIL.

6.13. Upon the coming into effect of this Scheme and as per the provisions of Section 72A(4) and other applicable provisions of the Income Tax Act, 1961, all accumulated tax losses and unabsorbed depreciation of UVSL as pertaining to the Demerged Undertaking shall be transferred to LSIL.

6.14. All existing and future incentives, unavailed credits and exemptions and other statutory benefi ts, including in respect of Income Tax, Excise (including CENVAT), Customs, VAT, Sales Tax, Service Tax etc to which UVSL is entitled in relation to the Demerged Undertaking in terms of the various statutes / schemes / policies, etc of Union and State Governments shall be available to and vest in LSIL upon this Scheme becoming effective.

6.15. All taxes, including, income-tax, tax on book profi ts, service tax, value added tax, etc paid or payable by UVSL in respect of the operations and/ or the profi ts of the Demerged Undertaking before the Appointed Date, shall be on account of UVSL and, in so far as it relates to the tax payment (including, without limitation, income-tax, tax on book profi ts, value added tax, etc.) whether by way of deduction at source, advance tax or otherwise howsoever, by UVSL in respect of the profi ts or activities or operation of the Demerged Undertaking after the Appointed Date, the same shall be deemed to be the corresponding item paid by LSIL and shall, in all proceedings, be dealt with accordingly. Upon the Scheme becoming effective, pursuant to the provisions of this Scheme, UVSL is expressly permitted to revise their returns and LSIL is expressly permitted to fi le its income tax return including tax deducted at source certifi cates, sales tax/value added tax returns, excise returns, service tax returns and other tax returns and to claim refunds/credits.

6.16. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of UVSL pertaining to the Demerged Undertaking after the Effective Date shall be accepted by the bankers of LSIL and credited to the account of LSIL, if presented by LSIL. Similarly, the banker of LSIL shall honour all cheques issued by UVSL pertaining to the Demerged Undertaking for payment after the Effective Date. If required, UVSL shall allow maintaining of bank accounts in the name of UVSL by LSIL for such time as may be determined to be necessary by UVSL and LSIL for presentation and deposition of cheques and pay orders that have been issued in the name of UVSL in connection with the Demerged Undertaking. It is hereby expressly clarifi ed that any legal proceedings by or against UVSL in relation to cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of UVSL pertaining to the Demerged Undertaking shall be instituted, or as the case may be, continued, by or against, UVSL after the coming into effect of the Scheme.

6.17. The transfer of the liabilities and borrowings of the Demerged Undertaking shall be treated in the following manner:

6.17.1. the liabilities which arose out of the activities or operations of the Demerged Undertaking shall stand transferred to LSIL;

6.17.2. the specifi c loans or borrowings, if any raised, incurred and utilised solely for the activities or operations of the Demerged Undertaking shall stand transferred to LSIL; and

6.17.3. as regards the general or multipurpose borrowings, if any, of UVSL, such amount of the borrowings which stand in the same proportion which the value of the assets transferred by UVSL to LSIL pursuant to this Scheme bears to the total value of the assets of UVSL immediately before the Effective Date, shall stand transferred to the Demerged Undertaking.

7. ISSUE OF NEW SHARES

7.1. Upon the Scheme coming into effect and in consideration of the demerger of the Demerged Undertaking into LSIL, without any further act or deed on the part of LSIL, LSIL will issue and allot 89,86,98,382 equity shares of Re.1 each (the “New Shares”). The New Shares will be issued to registered fully paid-up equity shareholders of UVSL in the ratio of 68:100, i.e. 68 equity shares of Re.1 each credited as fully paid up in LSIL for every 100 equity shares of Rs.10

39

Notice each fully paid up held by them in UVSL) (the “New Shares Entitlement Ratio”). The New Shares will be issued to registered fully paid-up equity shareholders of UVSL whose names are recorded in the register of equity shareholders of UVSL on the Record Date which may be prior to the reduction of paid-up share capital and sub-division of face value of shares of UVSL, as more particularly provided under Clauses 9.1 and 9.3 of this Scheme.

7.2. UVSL has issued 93,25,420 redeemable preference shares of Rs.10 each fully paid up aggregating to Rs.9,32,54,200 to IDBI Bank Limited. Since the aforesaid preference shares are redeemable in nature and the same does not form part of the Demerged Undertaking, LSIL will not issue any shares or pay any consideration to IDBI Bank Limited, as part of consideration of the demerger of the Demerged Undertaking. The entire aforesaid preference shares held by IDBI Bank Limited will remain in UVSL and terms of the same will also remain unchanged.

7.3. The New Shares, to be issued by LSIL pursuant to Clause 7.1 above, shall be issued and allotted in dematerialised form by LSIL, unless otherwise notifi ed in writing by the shareholders of UVSL to LSIL, on or before such date as may be determined by the Board of Directors of LSIL or a committee thereof. In the event that such notice has not been received by LSIL in respect of any of the shareholders of UVSL, the equity shares shall be issued and allotted to such shareholders in dematerialised form provided that the shareholder of UVSL shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confi rmations as may be required. In the event that LSIL has received notice from any shareholder that the New Shares are to be issued in physical form or if any shareholder has not provided the requisite details relating to his/her/its account with a depository participant or other confi rmations as may be required or if the details furnished by any shareholder do not permit electronic credit of the shares of LSIL, then LSIL shall issue the New Shares in physical form to such shareholder or shareholders.

7.4. In the event of there being any pending and valid share transfers, whether lodged or outstanding, of any shareholder of UVSL, the Board of Directors, or any committee thereof, of UVSL shall be empowered in appropriate cases, even subsequent to the Record Date, as the case may be, to effectuate such a transfer in UVSL, as if such changes in registered holder were operative as on the Record Date, in order to remove any diffi culties arising to UVSL or LSIL, as the case may be, in respect of such shares.

7.5. In the event the New Shares are required to be issued and allotted to such shareholders of UVSL, being non-resident, the issue of such shares shall be in accordance with the provisions of the Foreign Exchange Management Act, 1999 and the applicable rules and regulations made thereunder (for the time being in force, including, any statutory modifi cations, re-enactments or amendments made thereto from time to time).

7.6. The New Shares, to be issued and allotted by LSIL, in terms of this Scheme, shall be subject to the provisions of the Memorandum of Association and Articles of Association of LSIL. The New Shares, to be issued and allotted, shall rank pari passu in all respects with the existing shares of LSIL, including in respect of dividends, if any, that may be declared by LSIL, on or after the Effective Date.

7.7. No equity shares shall be issued and allotted in respect of fractional entitlements, if any, by LSIL to which the equity members of UVSL may be entitled on issue and allotment of shares as aforesaid in Clause 7.1. The Board of Directors of LSIL shall, instead consolidate all such fractional entitlements and thereupon distribute/transfer equity shares in lieu thereof to a director or an offi cer of LSIL or such other person as the Board of Directors of LSIL shall appoint in this behalf who shall hold the shares in trust on behalf of the members of UVSL entitled to fractional entitlements with the express understanding that such director(s) or offi cer(s) or person(s) shall sell the same in the market at such time or times and at such price or prices in the market and to such person or persons, as it/he/they deem fi t, and pay to LSIL, the net sale proceeds thereof, whereupon LSIL shall distribute such net sale proceeds, subject to tax deductions as applicable, to the members of UVSL in proportion to their respective fractional entitlements.

7.8. The issue and allotment of the New Shares in LSIL to the relevant shareholders of UVSL as provided in the Scheme shall be carried out and the same would not require to follow the procedure laid down under Section 62 of the Companies Act, 2013 and any other applicable provisions of the relevant Act.

7.9. The New Shares issued under this Scheme to be issued by LSIL pursuant to Clause 7.1 in respect of any equity shares of UVSL which are held in abeyance under the provisions of Section 126 of the Companies Act, 2013 and other applicable provisions of the relevant Act shall, pending allotment or settlement of dispute by order of court or otherwise, also be held in abeyance by UVSL and LSIL.

7.10. LSIL, shall, to the extent required, increase its authorised share capital in order to issue the New Shares under this Scheme.

7.11. For the purpose of issue of the New Shares to the equity shareholders of UVSL, LSIL may, if and to the extent required, apply for and obtain the required statutory approvals from the Governmental Authorities for the issue and allotment by LSIL of such New Shares.

7.12. Subsequent to the sanction of the Scheme, LSIL will make an application for listing of its equity shares, including, the New Shares on all the stock exchanges in which the shares of UVSL are listed, in pursuance to the relevant regulations including, the circular No.CIR/CFD/DIL/5/2013 dated February 4, 2013 read with Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 both being issued by the Securities and Exchange Board of India in relation to application under sub-rule (7) of Rule 19 of the Securities Contract Regulation Rules, 1957 for relaxing strict enforcement of clause (b) to sub-rule (2) of Rule 19 of the said Rules. The shares allotted pursuant to the Scheme shall remain frozen in the depositories system until listing/ trading permission is given by the designated stock exchange.

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Uttam Value Steels Limited7.13. The New Shares, to be issued by LSIL under this Scheme to shareholders of UVSL, in lieu of the locked in shares of

UVSL, shall be subject to lock-in requirement for the remaining period in terms of Circular No.CIR/CFD/DIL/5/2013 dated February 4, 2013 read with Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 both being issued by the Securities and Exchange Board of India.

7.14. There shall be no change in the shareholding pattern or control in LSIL between the Record Date and the listing of the shares of LSIL by the relevant stock exchanges in terms of this Scheme.

7.15. LSIL and UVSL shall duly comply with various provisions of the Circular No.CIR/CFD/DIL/5/2013 dated February 4, 2013 read with Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 both being issued by the Securities and Exchange Board of India.

8. REMAINING UNDERTAKING8.1. The Remaining Undertaking shall continue with UVSL.8.2. The Remaining Undertaking and all the assets, liabilities and obligations pertaining thereto shall continue to belong to,

be vested in and be managed by UVSL.8.3. All legal, taxation or other proceedings whether civil or criminal (including before any statutory or quasi-judicial

authority or tribunal), by or against UVSL under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter, and in each case, relating to the Remaining Undertaking (including those relating to any property, right, power, liability, obligation or duties of Remaining Undertaking) in respect of the Remaining Undertaking, shall be continued and enforced by or against UVSL after the Effective Date.

8.4. With effect from the Appointed Date and up to and including the Effective Date:8.4.1. UVSL shall carry on and shall be deemed to have been carrying on all business and activities relating to the Remaining

Undertaking for and on its own behalf; and8.4.2. all profi ts accruing to UVSL thereon or losses arising or incurred by it (including the effect of taxes, if any, thereon)

relating to the Remaining Undertaking shall, for all purposes, be treated as the profi ts or losses, as the case may be, of UVSL.

PART IVREORGANISATION OF UVSL

9. RE-ORGANISATION OF SHARE CAPITAL OF UVSL9.1. Upon the Scheme coming into effect, the issued, subscribed and paid-up equity share capital of UVSL shall stand

reduced, by reducing the face value of the equity shares, from the present sum of Rs.13,21,61,52,670 divided into 1,32,16,15,267 equity shares of the face value of Rs.10 each fully paid (for clarity this does not include equity share capital not fully paid and which has been forfeited) to Rs.6,60,80,76,335 divided into 1,32,16,15,267 equity shares of the face value of Rs.5 each fully paid.

9.2. The aforesaid reduction of the current equity share capital of UVSL alongwith other write/set-off as set out in Clause 12.1.3 are essential to adjust the accumulated losses of UVSL, which could not have been otherwise set-off in the ordinary course of business for a long time and which would have continued to plague the performance of UVSL.

9.3. Subsequent to reduction of share capital of UVSL as mentioned in Clause 9.1 above, the face value of equity shares of UVSL shall be further sub-divided from Rs.5 to Re.1 and pursuant to such sub-division, the issued, subscribed and paid-up equity share capital of UVSL will be Rs.6,60,80,76,335 divided into 6,60,80,76,335 equity shares of the face value of Re.1 each fully paid. For sake of clarifi cation, for every one (1) equity share of Rs.5 each of UVSL (after taking into effect the reduction of share capital as as set out in Clause 9.1), the members of UVSL will receive fi ve (5) equity shares of Re.1 each of UVSL.

9.4. The share certifi cates of UVSL in relation to the equity shares held by its members shall, without any further application, act, instrument or deed, be deemed to have been automatically cancelled pursuant to this Scheme and new share certifi cates with the revised (after taking into effect the reduction of share capital and sub division of share capital of UVSL, as mentioned in Clauses 9.1 and 9.3 above) face value of Re.1 will be issued to the members of UVSL. For avoidance of confusion, the Company will, on the Record Date, issue new share certifi cates with Re.1 marked fully paid-up (after taking into effect the reduction of share capital and sub division of share capital of UVSL, as mentioned in Clauses 9.1 and 9.3 above) on each such new share certifi cate and shall be delivered to its members on the Record Date along with the notice to its members requesting them to surrender the old share certifi cates. Likewise, on the Record Date, the face value of the equity shares held in de-materialised form will also be reduced automatically.

9.5. Upon the Scheme coming into effect, the shares forfeited by UVSL being, 27,14,451 equity shares of Rs.10 each shall be cancelled under this Scheme and the amount of Rs.1,32,33,958 (Rupees one crore thirty two lakhs thirty three thousand nine hundred and fi fty eight only), collected by UVSL on such forfeited equity shares shall, without any act or deed, be transferred to its Capital Reserve Account and consequently, the issued, subscribed and paid-up equity share capital of UVSL shall stand, without any act or deed, reduced to such extent. UVSL undertakes to comply with all necessary legal requirements to effect the aforesaid cancellation, transfer and reduction. The cancellation, transfer and reduction in relation to forfeiture as set out above shall be effected as an integral part of the Scheme itself.

9.6. The equity shares of UVSL shall continue to be listed on the National Stock Exchange of India Limited and BSE Limited and UVSL shall make necessary applications to these stock exchanges, pursuant to the Scheme coming into effect, to note consequential changes due to reorganisation of the share capital of UVSL.

9.7. The reduction in the issued, subscribed and paid-up share capital as above, shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 391 to 394 read with Sections

41

Notice 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions of the relevant Act as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Companies Act, 1956 and other applicable provisions of the relevant Act confi rming the reduction without imposing a condition on UVSL to add to its name “and reduced”. The provisions of Section 101 of the Companies Act, 1956 and other applicable provisions of the relevant Act shall not be applicable.

PART V

REORGANISATION OF LSIL

10. RE-ORGANISATION OF SHARE CAPITAL OF LSIL

10.1. The issued, subscribed and paid-up share capital of LSIL being, 5,00,000 equity shares of Re.1 each (the “Existing LSIL Shares”) aggregating to Rs.5,00,000 are currently held by certain existing shareholders (the “Existing LSIL Shareholders”). Upon the completion of issue and allotment of the New Shares to the relevant shareholders of UVSL pursuant to the Scheme coming into effect, all Existing LSIL Shares, being, 5,00,000 equity shares of Re.1 each aggregating to Rs.5,00,000 of LSIL held by the Existing LSIL Shareholders or any of their respective transferee(s) (of the Existing LSIL Shares), if any, as on the Effective Date shall stand cancelled, without any further act or deed and the paid-up share capital of LSIL shall stand reduced proportionately to such extent.

10.2. The sum of Rs.5,00,000 being the amount of reduction in terms of the foregoing clause shall be credited to an account styled as “Capital Reduction Account”.

10.3. The reduction in the issued, subscribed and paid-up share capital of LSIL as above, shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other applicable provisions of the relevant Act as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Companies Act, 1956 and other applicable provisions of the relevant Act confi rming the reduction without imposing a condition on LSIL to add to its name “and reduced”. The provisions of Section 101 of the Companies Act, 1956 and other applicable provisions of the relevant Act shall not be applicable.

PART VI

ACCOUNTING TREATMENT

11. ACCOUNTING TREATMENT IN BOOKS OF LSIL

11.1. Upon the Scheme coming into effect-

11.1.1. LSIL shall record all the assets and liabilities pertaining to the Demerged Undertaking transferred to and vested in LSIL pursuant to this Scheme, at the same value as appearing in the books of UVSL on the close of business on March 31, 2014.

11.1.2. The excess or defi cit, if any, remaining after recording the entries as referred to in Clause 11.1.1 above over the face value of the New Shares allotted in accordance with the Clause 7.1 of the Scheme shall be credited by LSIL to the General Reserve Account or debited to the Goodwill, as the case may be. It is clarifi ed that the balance in the General Reserve Account in the books of LSIL after such credit shall constitute and shall be deemed to constitute revenue reserve.

11.1.3. LSIL shall credit its Share Capital Account in its books of account with the aggregate face value of the New Shares issued to the shareholders of UVSL pursuant to Clause 7.1 of this Scheme.

11.1.4. LSIL shall debit its Share Capital Account in its books of account with the aggregate face value of 5,00,000 equity shares of Re.1 each aggregating to Rs.5,00,000 that has been cancelled pursuant to Clause 10.

11.1.5. Notwithstanding the above, LSIL, in consultation with the auditors, is authorised to account any of these balances in any manner whatsoever, if considered more appropriate.

12. ACCOUNTING TREATMENT IN BOOKS OF UVSL

12.1. Upon the Scheme coming into effect -

12.1.1. The assets and the liabilities of the Demerged Undertaking of UVSL being transferred to LSIL shall be at values appearing in the books of accounts of UVSL at the close of the business as on March 31, 2014. However, any liabilities pertaining to Demerged Undertaking coming to the notice of UVSL after the Appointed Date at any time shall be owned and discharged by LSIL.

12.1.2. Upon the Scheme becoming effective, UVSL shall carry out a revaluation /fair valuation of fi xed assets of the Remaining Undertaking, in its entirety or selectively and any increase in net book value of UVSL arising on such revaluation shall be credited to the Revaluation Reserve Account. Such revaluation /fair valuation shall be carried out on the basis of the report of the competent valuer appointed by UVSL.

12.1.3. The accumulated losses of UVSL as on March 31, 2014 will be set-off against the (i) Share Premium Account (ii) Reduction in the Share Capital Account as set out particularly in Clause 9 of this Scheme, and (iii) Other reserves which are lying in the Reserve & Surplus Account.

42

Uttam Value Steels Limited12.1.4. The application and consequential reduction of Share Capital Account, Capital Reserve Account and Securities

Premium Account as set out in Clause 12.1.3 above, shall be effected as an integral part of the Scheme itself as the same does not involve either diminution of liability in respect of unpaid Share Capital or payment to any Shareholder of any paid up Share Capital and the order of the Court sanctioning the Scheme shall be deemed to be an Order under Section 102 of the Act confi rming the reduction and setting off of the amount lying in the Share Capital Account, Capital Reserve Account and Securities Premium Account as of UVSL.

12.1.5. Notwithstanding the above, UVSL, in consultation with the auditors, is authorised to account any of these balances in any manner whatsoever, if considered more appropriate.

PART VII

GENERAL CLAUSES

13. STAFF, WORKMEN AND EMPLOYEES

13.1. On the Scheme coming into effect, all the staff, workmen and employees of the Demerged Undertaking in service on such date shall be deemed to have become staff, workmen and employees of LSIL with effect from the Effective Date without any break in their service and on the basis of continuity of service and the terms and conditions of their employment with UVSL shall not be less favourable than those applicable to them with reference to the Demerged Undertaking on the Effective Date. The position, rank and designation of the employees would however be decided by LSIL.

13.2. In so far as the Provident Fund, Gratuity Fund or any other Special Fund created or existing for the benefi t of the staff, workmen and employees of the Demerged Undertaking are concerned, upon the Scheme coming into effect, LSIL shall stand substituted for UVSL for all purposes whatsoever in relation to the administration or operation of such Fund or Funds or in relation to the obligation to make contributions to the said Fund or Funds in accordance with the provisions thereof as per the terms provided in the respective Trust Deeds, if any, to the end and intent that all rights, duties, powers and obligations of UVSL in relation to such Fund or Funds shall become those of LSIL, respectively, and all the rights, duties and benefi ts of the staff, workmen and employees employed in the Demerged Undertaking under such Funds and Trusts shall be protected, subject to the provisions of law for the time being in force. It is clarifi ed that the services of the staff, workmen and employees of the Demerged Undertaking will be treated as having been continuous for the purpose of the said Fund or Funds.

14. CONTRACTS, DEEDS AND STATUTORY CONSENTS

14.1. Subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, arrangements and other instruments of whatsoever nature relating to the Demerged Undertaking which are subsisting or having effect immediately before the Effective Date shall be in full force against or in favour of LSIL, respectively, and may be enforced as fully and effectively as if, instead of UVSL, LSIL had been a party or benefi ciary thereto. LSIL shall, if necessary, to give formal effect to this Clause, enter into and/or issue and/or execute deeds, writings or confi rmations or enter into a tripartite arrangement, confi rmation or novation to which UVSL is a party.

14.2. LSIL shall be entitled, pending the sanction of the Scheme, to apply to the Central Government, State Government or any other agency, department or other authorities concerned as may be necessary under law, for such consents, approvals and sanctions which LSIL, respectively, may require to own and operate the Demerged Undertaking.

15. MERGING OF AUTHORISED SHARE CAPITAL

15.1. Upon the Scheme coming into effect, the authorised share capital of UVSL to the extent of Rs.100,00,00,000 (Rupees one hundred crores) shall stand combined/consolidated with the authorised share capital of LSIL and on the Scheme coming into effect the authorised share capital of LSIL shall, without any further act, deed or action, stand increased to Rs.100,05,00,000 divided into 100,05,00,000 equity shares of Re.1 each.

15.2. Clause V of the Memorandum of Association of LSIL shall be amended by deleting the clause and replacing it by the following:

“The Authorised Share Capital of the Company is to Rs.100,05,00,000 divided into 100,05,00,000 equity shares of Re.1 each, all of which share capital shall be capable of being increased or reduced in accordance with the Company’s regulations and legislative provisions for the time being in force in that behalf, with power to divided the shares in the capital for the time being into equity share capital and preference share capital, to attach thereto respectively any preferential, qualifi ed, deferred or special assets, or by the allotment of fully or partly paid shares, or by a call or option on shares, debentures, debenture-stock, or securities of this or any other consideration or at a fair or concessional value and divest the ownership of any property of the Company to or in favour of any Public or Local Body or Authority or Central or the State Government or any Public Institution or Trust engaged in the programme of rural development.”

15.3. Article 3 of the Articles of Association of LSIL shall be amended by deleting the clause and replacing it by the following:

The Authorised Share Capital of the Company is Rs.100,05,00,000 divided into 100,05,00,000 equity shares of Re.1 each, all of which share capital shall be capable of being increased or reduced in accordance with the Company’s regulations and legislative provisions for the time being in force in that behalf, with power to divided the shares in the capital for the time being into equity share capital and preference share capital, to attach thereto respectively any preferential, qualifi ed, deferred or special assets, or by the allotment of fully or partly paid shares, or by a call

43

Notice or option on shares, debentures, debenture-stock, or securities of this or any other consideration or at a fair or concessional value and divest the ownership of any property of the Company to or in favour of any Public or Local Body or Authority or Central or the State Government or any Public Institution or Trust engaged in the programme of rural development.”

15.4. It is hereby clarifi ed that this increase in authorised share capital of LSIL to the extent as set out in Clause 15.1 shall be effected as an integral part of this Scheme without any further act or deed on the part of LSIL and the consent of the shareholders to the Scheme shall be deemed to be suffi cient for the purposes of effecting this amendment. LSIL shall not be obliged to follow the procedure or fi ling as required under Section13, Section61, Section 64 of the Companies Act, 2013 or any other applicable provisions of therelevant Act. It is further clarifi ed that no registration fee/ fees of the Registrar of Companies, stamp duty etc., shall be payable by LSIL.

16. REVISED AUTHORISED SHARE CAPITAL OF UVSL

16.1. Upon the Scheme coming into effect and without any act or deed or action, the authorised share capital of UVSL shall, upon such combination/consolidation with the authorised share capital of LSIL as set out in Clause 15.1, stand reduced from the present sum of Rs.20,00,00,00,000 (Rupees two thousand crores only) divided into 150,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each to Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each.

16.2. Clause V of the Memorandum of Association of UVSL shall be amended by deleting the clause and replacing it by the following:

“The Authorised Share Capital of the Company is Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each, all of which share capital shall be capable of being increased or reduced in accordance with the Company’s regulations and legislative provisions for the time being in force in that behalf, with power to divided the shares in the capital for the time being into equity share capital and preference share capital, to attach thereto respectively any preferential, qualifi ed, deferred or special assets, or by the allotment of fully or partly paid shares, or by a call or option on shares, debentures, debenture-stock, or securities of this or any other consideration or at a fair or concessional value and divest the ownership of any property of the Company to or in favour of any Public or Local Body or Authority or Central or the State Government or any Public Institution or Trust engaged in the programme of rural development.”

16.3. Article 3 of the Articles of Association of UVSL shall be amended by deleting the clause and replacing it by the following:

“The Authorised Share Capital of the Company is Rs.19,00,00,00,000 (Rupees one thousand nine hundred crores only) divided into 140,00,00,000 equity shares of Rs.10 each and 50,00,00,000 Cumulative Redeemable Preference Shares of Rs.10 each, all of which share capital shall be capable of being increased or reduced in accordance with the Company’s regulations and legislative provisions for the time being in force in that behalf, with power to divided the shares in the capital for the time being into equity share capital and preference share capital, to attach thereto respectively any preferential, qualifi ed, deferred or special assets, or by the allotment of fully or partly paid shares, or by a call or option on shares, debentures, debenture-stock, or securities of this or any other consideration or at a fair or concessional value and divest the ownership of any property of the Company to or in favour of any Public or Local Body or Authority or Central or the State Government or any Public Institution or Trust engaged in the programme of rural development.”

16.4. It is hereby clarifi ed that this reduction of authorised share capital of UVSL to the extent as set out in Clause 16.1 shall be effected as an integral part of this Scheme without any further act or deed on the part of UVSL and the consent of the shareholders to the Scheme shall be deemed to be suffi cient for the purposes of effecting this amendment. UVSL shall not be obliged to follow the procedure or fi ling as required under Section 13, Section 61, Section 64 of the Companies Act, 2013 or any other applicable provisions of the relevant Act. It is further clarifi ed that no registration fee/ fees of the Registrar of Companies, stamp duty etc., shall be payable by UVSL.

17. LEGAL PROCEEDINGS

17.1. If any legal, taxation or other proceedings of whatever nature, whether civil or criminal (including, before any statutory or quasi-judicial authority or tribunal) (the “Proceedings”) by or against LSIL in relation to the Demerged Undertaking is pending/ arising at the Appointed Date, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer of the Demerged Undertaking or of anything contained in the Scheme, but the proceedings may be continued, prosecuted and enforced by or against LSIL, in the same manner and to the same extent as it would be or might have been continued, prosecuted and enforced by or against UVSL as if the Scheme had not been made. On and from the Effective Date, LSIL, as the case may be, shall and may initiate any legal proceedings for and on behalf of the Demerged Undertaking.

17.2. It is clarifi ed that after the Appointed Date, in case the Proceedings referred above with respect to the Demerged Undertaking of UVSL, cannot be transferred for any reason, UVSL shall prosecute or defend the same at the cost of and in consultation with LSIL, and LSIL shall reimburse, indemnify and hold harmless UVSL against all liabilities and obligations incurred by UVSL in respect thereof.

17.3. In the event that the Proceedings referred to above, require UVSL and LSIL to be jointly treated as parties thereto, LSIL shall be added as party to such proceedings and shall prosecute or defend such proceedings in co-operation with UVSL.

44

Uttam Value Steels Limited17.4. Pending the sanction of the Scheme, UVSL in relation to the Demerged Undertaking shall, in consultation with LSIL,

continue to prosecute, enforce or defend, the proceedings, whether pending or initiated pending the sanction of the Scheme.

18. CONDUCT OF BUSINESS TILL THE EFFECTIVE DATE

18.1. With effect from the Appointed Date and up to the Effective Date:

18.1.1. UVSL shall carry on their business and activities in the normal course of business till the vesting of the Demerged Undertaking on the sanction of the Scheme by the relevant Adjudicating Body, and shall be deemed to have held or stood possessed of and shall hold and stand possessed of all the assets of the Demerged Undertaking for and an account of and in trust for LSIL;

18.1.2. all the profi ts or income accruing or arising to the Demerged Undertaking or the expenditure or losses arising or incurred by the Demerged Undertaking shall for all purposes be treated and be deemed to be and accrued as the profi ts and income or expenditure or losses of LSIL, as the case may be;

18.1.3. all the taxes of UVSL in relation to the Demerged Undertaking paid or payable by UVSL shall be deemed to be taxes paid or payable (as the case may be) by LSIL; and

18.1.4. UVSL shall with intimation to LSIL, take major policy decisions in respect of its assets and liabilities of those pertaining to the Demerged Undertaking and their present capital structures.

19. RATIFICATION

19.1. Except as provided in the Clauses above, LSIL, shall accept all acts, deeds and things relating to the Demerged Undertaking, respectively done and executed by and/or on behalf of UVSL on and after the Appointed Date as acts, deeds and things done and executed by and/or on behalf of LSIL, as the case may be.

20. DIVIDEND, PROFIT, BONUS, RIGHT SHARES

20.1. At any time upto the Effective Date, UVSL shall not issue or allot any right shares or bonus shares or any other security converting into equity shares or other share capital or obtain any other fi nancial assistance converting into equity shares or other share capital, unless agreed to by the Board of Directors of LSIL.

PART VIII

GENERAL TERMS AND CONDITIONS

21. APPLICATION TO ADJUDICATING BODY

21.1. UVSL and LSIL shall, with all reasonable despatch, make applications/petitions under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions of the relevant Act to the relevant Adjudicating Body, for sanctioning of this Scheme.

22. MODIFICATIONS, AMENDMENTS TO THE SCHEME

22.1. UVSL and LSIL, (by their respective Directors) may assent from time to time on behalf of persons concerned to any modifi cations/amendments to this Scheme (including but not limited to the terms and conditions thereof) or any conditions or limitations which the relevant Adjudicating Body, or any authorities under the law may deem fi t to approve or impose and to resolve any doubt or diffi culties that may arise for carrying out this Scheme and to do and execute all such acts, deeds, matters and things necessary for putting the Scheme into effect.

22.2. For the purpose of giving effect of this Scheme or to any modifi cations or amendments, thereof, the Directors of UVSL and LSIL, may give and are authorised to give all such directions that are necessary or are desirable including directions for settling any doubts or diffi culties that may arise.

23. CONDITIONALITY OF THE SCHEME

23.1. This Scheme is specifi cally conditional upon and subject to:

23.1.1. The approval of the Scheme by the requisite majority of the respective members and such class of persons of UVSL and LSIL as required in terms of the applicable provisions of the relevant Act as well as any requirements that may be stipulated by the relevant Adjudicating Body in this respect;

23.1.2. In addition to the requirement stipulated under Clause 23.1.1 of this Scheme, in case of UVSL, the requisite resolution with respect to this Scheme, shall be passed through postal ballot and e-voting, after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to such resolution, whereby the votes cast by the public shareholders of UVSL in favour of the proposal relating to the Scheme are more than the number of votes cast by the public shareholders of UVSL against it as per the requirement under Circular CIR/CFD/DIL/8/2013 dated May 21, 2013 issued by the Securities and Exchange Board of India;

23.1.3 the sanction of the relevant Adjudicating Body, being obtained under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions of the relevant Act, if so required on behalf of UVSL and LSIL;

23.1.4 Approval of the Government of India and/ or Reserve Bank of India and/ or Securities and Exchange Board of India, if required and the prior consent of the BSE Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai where such approval or consent is necessary; and

45

Notice 23.1.5 All other sanctions and approvals as may be required by law in respect of this Scheme being obtained.

24. EFFECTIVE DATE OF THE SCHEME

24.1. This Scheme, although to come into operation from the Appointed Date, shall not come into effect until the last date of-

24.1.1. the date on which the last of all the consents approvals, permissions resolutions sanctions and/or orders as are here in above referred to have been obtained or passed; and

24.1.2. the date on which the last of the necessary certifi ed/authenticated copies of the order under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions of the relevant Act are duly fi led with the relevant Registrar of Companies and such date shall be referred to as the Effective Date for the purpose of the Scheme.

25. DATE OF TAKING EFFECT

25.1. The Scheme shall come into legal operation from the Appointed Date and shall become effective from the Effective Date.

26. REVOCATION OF THE SCHEME

26.1. In the event of any of the said sanction and approval referred to in the preceding Clauses 23 and 24 above not being obtained and/or the Scheme not being sanctioned by the relevant Adjudicating Body and/or the Order(s) not being passed as aforesaid within eighteen (18) months from the date of fi ling of the Company Applications with the relevant Adjudicating Body, or within such further period(s) as may be agreed upon from time to time between UVSL and LSIL (through their respective Board of Directors), this Scheme shall stand revoked, cancelled and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se between UVSL and LSIL, or their respective shareholders or employees or any other persons, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, obligation and/or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifi cally provided in this Scheme and or otherwise arise as per law. For the purpose of giving full effect to this Scheme, the respective Board of Directors of UVSL and LSIL, are hereby empowered and authorised to agree to and extend the aforesaid period from time to time without any limitations in exercise of their power through and by their respective delegates.

26.2. The Board of Directors of UVSL and LSIL, shall be entitled to revoke, cancel and declare the Scheme of no effect if such Boards of Directors of UVSL and LSIL are of the view that the coming into effect of the Scheme in terms of the provisions of this Scheme or fi ling of the drawn up/certifi ed/authenticated orders with any authority could have adverse implication on all/ any of the companies or in case any condition or alteration imposed by the relevant Adjudicating Body or any other authority is not on terms acceptable to them.

26.3. If any part of this Scheme hereof is invalid, ruled illegal by any court of competent jurisdiction or unenforceable under present of future laws, then it is the intention of the parties that such part shall be severable from the reminder of the Scheme and the Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the parties shall attempt to bring about a modifi cation in the Scheme, as will best preserve for the parties the benefi ts and obligations of the Scheme, including but not limited to such part.

27 . COSTS, CHARGES AND EXPENSES CONNECTED WITH THE SCHEME

27.1. All costs, charges, taxes including duties, levies and all other expenses in relation to or in connection with or incidental to this Scheme shall be borne by UVSL and LSIL as per their mutual agreed terms.

46

Uttam Value Steels LimitedSCHEDULE ‘A’

List of Assets relating to the Demerged Undertaking

(as on the Appointed Date)

Particulars Amount(Rs. In Lakhs)

Amount(Rs. in Lakhs)

Assets :Fixed Assets

1) Land2) Building3) Plant & Machinery4) Electrical Installations5) Computers and Offi ce Equipments6) Furniture and Fixtures7) Motor Vehicles

Gross Block

146.66777.00

3242.78138.23247.95157.54321.42

5031.58Less: Depreciation 3715.89Net Block 1315.69Capital Work in Progress 1007.15Current Assets :InventoriesTrade ReceivableCash and Cash equivalentsLoans and AdvancesTotal Current Assets

10,656.984,309.351,437.97

45,024.7961,429.09

Total Assets 63,751.93

SCHEDULE ‘B’

List of Liabilities, Debt and Claims relating to the Demerged Undertaking

(as on the Appointed Date)

Particulars Amount(Rs. in Lakhs)

Amount(Rs. in Lakhs)

Unsecured Loans 60.67Current Liabilities & Provisions

1) Trade Payables2) Other current liabilities3) Other

12,109.3342,324.74

366.19 54,800.29Total Liabilities 54,860.93

47

Notice ANNEXURE B

VALUATION REPORT

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Uttam Value Steels Limited

49

Notice

50


51

Notice

52


53

Notice

54


55

Notice

56


57

Notice

58


59

Notice

60


61

Notice

62


63

Notice

64


65

Notice ANNEXURE C

OBSERVATION LETTER FROM NATIONAL STOCK EXCHANGE OF INDIA LIMITED DATED OCTOBER 20, 2014

66


67

Notice ANNEXURE D

OBSERVATION LETTER FROM BOMBAY STOCK EXCHANGE LIMITED (BSE) DATED OCTOBER 14, 2014

68


69

Notice ANNEXURE E

COMPLAINTS REPORT

70


71

Notice

72


73

Notice

74


75

Notice ANNEXURE F

FAIRNESS OPINION

76


77

Notice

78


79

Notice

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Uttam Value Steels LimitedNOTES

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81

Notice IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTIONCOMPANY SUMMONS FOR DIRECTION NO. 896 OF 2014

In the matter of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013; And In the matter of Uttam Value Steels Limited; And In the matter of Scheme of Arrangement betweenUttam Value Steels Limited (“UVSL” or “Demerged Company”); And Lloyds Steels Industries Limited (“LSIL” or “Resulting Company”) And their respective shareholders and creditors. Uttam Value Steels Limited, a company ) incorporated under the Companies Act, ) 1956 and having its registered Offi ce at ) 4th Floor, Uttam House, 69 P. D’Mello Road, ) Mumbai 400009 ).. Applicant Company / Demerged Company

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration)

Rules, 2014]CIN : L27100MH1970PLC014621Name of the Company : Uttam Value Steels Limited }Registered offi ce : 4Th Floor, Uttam House, 69, }P. D’mello Road, Mumbai : 400 009. Tel. No. 022 66563500, }.......Applicant CompanyFax No.: 022 23485025 E-Mail : [email protected] }website: www.uttamvalue.com }

I/We, the undersigned Equity Shareholder(s) of Uttam Value Steels Limited, the Applicant Company do hereby appoint…………………………….. of ………………………………………. or failing him/her …………….............…………………. of ............................................... …………………………………. as my/our proxy, to act for me/us at the meeting of the Equity Shareholders of the Applicant Company to be held at M C Ghia Hall, 18/20, K, Dubash Marg, kalaghoda, Mumbai-400001, Maharashtra., on Thursday 22nd day of January 2015. at11.00 a.m.for the purpose of considering and if thought fi t, approving, with or without modifi cation(s) the arrangement embodied in the proposed Scheme of Arrangement between Uttam Value Steels Limited, and And Lloyds Steels Industries Limited and their respective shareholders and creditors at such meeting and any adjournment/ adjournments thereof, to vote for me/us and in my/our name(s) …………………. (here if `for’ insert `FOR’; if `against’ insert `AGAINST’, in the latter case, strike out the words “either with or without modifi cation” after the word “Arrangement”) the arrangement embodied in the proposed Scheme of Arrangement, either with or without modifi cation(s), as my/our proxy may approve.

Dated this _____ day of ________ Name of Equity Shareholder (s): __________________________________________________________Address: __________________________________________________________________________________________________________________________________________________________________Registered Folio No.: ___________________________ (For Physical holding)DPID & Client ID : ___________________________ (For Demat holding)No. of Shares : ___________________________

Signature of shareholder ...................................................................

Signature of Proxy holder(s) ................................................................

Notes:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Offi ce of the Company, not less than

48 hours before the commencement of the Meeting.2. The proxy need not be a member of the applicant company.3. Please complete all details including details of member(s) before submission.4. All alterations made in the Form of Proxy should be initialed.5. In case of multiple proxies, the proxy later in time shall be valid and accepted.

Affi xRevenueStamp

Signature across the stamp

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THIS PA

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Notice

UTTAM VALUE STEELS LIMITEDRegistered Offi ce: 4th Floor, Uttam House, 69, P.D’ Mello Road, Mumbai – 400 009

CIN - L27100MH1970PLC014621

ATTENDANCE SLIP

I hereby record my presence at the meeting of the Equity Shareholders of the Applicant Company, convened pursuant to the Order dated 12th day of December, 2014. of the Hon’ble High Court of Judicature of Bombay at M C Ghia Hall, 18/20, K, Dubash Marg,

Kalaghoda, Mumbai-400001, Maharashtra. on 22nd day of January, 2014. at 11.00 a.m.

Name and Address of Shareholder Folio No.

No. of Shares Client ID

Signature of Shareholder _____________________________________________________

E-mail address_______________________________________________________________

NAME AND ADDRESS OF THE PROXY

(in block letters, to be fi lled in by the proxy attending instead of the Equity Shareholder):

________________________________________________________________________________________________________

________________________________________________________________________________________________________

Name and Address of Shareholder Folio No.

No. of Shares Client ID

Signature of Shareholder _____________________________________________________

E-mail address_______________________________________________________________

Notes:

1. Please fi ll up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Annual Report at the meeting.

2. Members/joint members/proxies are requested to bring this slip with them. Duplicate slips will not be issued at the entrance of the venue of the meeting.

3. Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

4. The proxy form must be deposited so as to reach the Registered Offi ce of the Applicant Company not less than FORTY-EIGHT HOURS BEFORE THE TIME OF THE meeting.

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Documents

Uttam NoticeNov2014 15DEC of Court Convened Meetin… · UTTAM VALUE STEELS LIMITED CIN L27100MH1970PLCO14621 Regd. Ofﬁ ce: 4th Floor, Uttam House, 69, P.D’Mello Road, Mumbai