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REGISTERED No. D-(D)-72

The Gazette of India

EXTRAORDINARY

PART II—Section 3—Sub-section (i)

PUBLISHED BY AUTHORITY

No. 184] NEW DELHI, MONDAY, JULY 15, I974/A5ADHA 24, 1896

(separate paging is given to this Part in order that it may be filed

as a separate compilation

MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS

(Department of Company Affairs)

(Company Law Board)

ORDER

New Delhi, the 12th July 1974

G.S.R. 320 (E).—Whereas Lube India Limited is a company incorporated under the Companies Act, 1956 (1 of 1956), and has its registered office at Administra- tion Building, Corridor Road, Mahul, Bombay-400074, and carries on the busi- ness of manufacturing Lube Oils and Carbon Black Feedstocks;

And whereas Esso Standard Refining Company of India Limited, Is a company incorporated under the Indian Companies Act, 1913 (7 of 1913), and has its registered office at Administration Building, Mahul, Bombay-400074, and carries on the business of manufacturing and marketing petroleum products and operates an oil refinery at Trombay in the State of Maharashtra;

And whereas by the Esso (Acquisition of Undertakings in India) Act. 1974 (4 of 1974), the Indian assets and liabilities of the Esso Eastern Inc., mentioned therein were vested in the Central Government with effect from the 13th day of March 1971;

And whereas the Central Government, in the Ministry of Petroleum and Chemicals, has, in exercise of the powers conferred by section 7 of the Esso (Acquisition of Undertakings in 'India) Act, 1974 (4 of 1974), directed, by notifi- cation No. 21/8/72-IOC Vol. II dated the 14th March, 1974, that the right, title and interest and the liabilities of Esso Eastern Inc. in relation to any under- taking In India shall, instead of containing to vest in that Government, vest in

(1459)

the Ksso Standard Refining Company of India Limited with effect from the 15th day of March, 1974;

And whereas the Central Government holds, In the name of the President of India, 74 per cent of the equity share capital of the Esso Standard Refining Company of India Limited, and oi the Lube India Limited, respectively, which companies have therefore become Government companies as defined by section 617 of the Companies Act, 195G (1 of 195(3);

And whereas the Company Law Board is satisfied that it is essential in the public Interest that Lube India Limited, should be amalgamated with Esso Standard Heflning Company of ilndla Limited, so that the production and market- ing of lube oils and other petroleum products may be carried on more efficiently and economically by a single company;

And whereas a copy of the proposed Order has been sent in draft to the companies, namely, Lube India Limited and Esso Standard Rennlng Company of India Limited, and the suggestions and objections- received from them have been duly considered by the Company Law Board.

Now, therefore, in exercise of the powers conferred by sub-sections (1) and (2) of section :-S90 of the Companies Act, 1956 (1 of 1956;, read with the notiflca^ lion of the Government of India in the Department of Company Affairs No. G.S.R. 443 (E), dated the 18th October, 1972, the Company Law Board hereby makes the following Order.—

1. Short title.—This Order may be called. Lube India Limited and Esso Stan- dard Refining Company of India Limited Amalgamation Order, 1974.

2. Definitions.—In this Order, Unless the context otherwise requires,

(u) "uppointed day" means the date on which this Order is notified In the official Gazette;

(b) "ESRC" means Esso Standard Refining Company of India Limited; \c) "Esso" means Esso Eastern Inc.; (d) "HPC" means Hindustan Petroleum Corporation Limited; (e) "LIL" means Lube India Limited,

3. Amalgamation of the companies.—On the appointed day, the undertaking Of LIL shall stand transferred to and vast in ESRC, and, Immediately air such transfer, the name of ESRC shall stand changed to "Hindustan Petroleum Corpo- ration Limited" with i Ls registered office at 17, Jamshedji Tata Road, Bombay 400020.

Explanation.-^-The undertaking of LIL shall include all assets, rights, powers, authorities and privileges and all property, movable or immovable, tangible or intangible (including cash and bank balances), book debts, reserves, balances on revenue account, investments and all other interests and rights In or arising out of such property as were, immediately before the appointed day, in the ownership, possession, power or control of LIL, and all books; accounts, registers, records and all other documents of whatever nature relating thereto, and shall also include all borrowings, debts and other liabilities and obligations of what- ever kind than existing of LIL.

4. Transfer of certain items of property.—For the purposes of this Order, all the profits or losses, if any, or both of LIL as on the day immediately proceeding the appointed day, and the developmeni rebate reserves and revenue reserve? or deficits, if any, or both, of LIL, when transferred to ESRC, shall, respectively, form part of the profits or losses, if any, or both, and the revenue reserves or deficits, as the case may be of HPC.

5. Saving of contracts, etc.—Subject to the other provisions contained in this Order, all contracts, deeds, bonds, agreements and other Instruments of whatever nature to which LIL is a party (other than the Agreement between the President of India and Eeso, ESRC and LIL, dated the 14th March 1974), subsisting or hav- ing effect immediately before the appointed day, shall, as from that day be of as full force and effect against or In favour of HPC, as the case may be, and may be enforced as fully and effectually as if, Instead of LIL, HPC had been a party thereto or us if they had been issued in favour of NPC.

6. Saving of legal proceedings.^If, on the appointed day, there is pending any suit, arbitration, appeal or other legal proceedings of what- ever nature by or against' LIL, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer to HPC of tho undertaking of LIL or, of anything contained in this Order, but the suit, arbitra- tion, appeal or other proceedings may be continued, prosecuted and enforced "by or against HPC in the same manner and to the same extent ag It would or might have been continued, prosecuted and enforced by or against LIL, if this Order had not been made,

7. Capital Structure of HFC.-(I) As from the appointed day the authorised share capital of HPC shall stand Increased from Rs. 3,00,00,000 to Rs. 10,75,00,000 divided as follows;^

(a) 75,000, G p.c. Cumulative Redeemable Preference

Share of Rs. 100 each

75,00,000

(b) 50,00,000 Equity shares of Rs. 20 each

10,00,00,1100 Total 10,75,00,000

(2) The said 50,00,000 equity shares of Rs. 20 each of HPC shall as from the appointed day stand consolidated and re-divlded into 100,000 equity shares of Rs. 1,000 each.

(3) HPC shall issue 29,500 new fully paid equity shares of the aggregate value Of Rs. 2,95,00,000 which shall be allotted as follows to:

(a) The President of India: 21830 fully paid equity shares of Rs. 1000 each, (b) Esso: 7670 fully paid equity shares of Rs. 1000 each.

(4) The President of India and Esso shall each be entitled to 74 per cent and 26 per cent respectively, of the equity share capital of HPC of Rs. 10,00,00,000.

8. Rights of Preference Shareholders.—(1) Kach of the holders of the said 75,000 Cumulative Redeemable Preference Shares of Rs. 100 each in ESRC whose names are entered in trip Register of Members of ESRC immediately before the appointed day shall as from the anpointed dav be entitled trv hold the same number of Cumulative Redeemable Preference Shares of Rs. 100 each in HPC as was held by him Immediately before the appointed day and shall be deemed to have been allotted to them accordingly.

(2) The said shares shall be redeemable at the option of HPC at. par plus accrued and unpaid dividends on six months' notice at any time after the appointed day.

(3) The shareholders of the said 75,000 Cumulative F^ddema'-vle Preference shares of FPC shall be entitled to the samp rights, and HPC shall be subject to the same obligations, PS existed immediately before the appointed dav provided that in the event of the redemption of tho said preference shares HPC shall notwithstanding anything contained in any terms of issue of the said preference shares or any prosnectus relating thereto be under no obligation to 'issue any preference shares again,

0. IUSMS of Fi.n'*v Shareholder— (\) Aw soon as may bo alter 1he appointed day. the Board of Directors of HPC shall prepare new share certificates repre- senting 1,00,000 equity shares of HPC of Rs. 1,000 each.

(2) HPC shall send bv post to the Central Government reoriented by the Secretary to 1he Government of India in the Ministry oT Petroleum and Chemi- cals and to Esso at the address recorded in the register of members of HPC a notice giving particulars of the share certificates to be issued to each of them'In terms of their entitlement under sub-clause 4 of clause 7.

(3) The Central Government and Esso shall be entitled on oresentatlon with- in two months from the date of receipt of the notice referred to in sub-clause C2V in exchange fnr the shpre certificates In respect of the shares respectively held bv thpm in LIT, a nd FftRC. to receive In due course the new share certifi- cates from HPC in lieu of the said shares in LIL and ESRC respectively

(41 Any rights specified in sub-clause (3) shnll. durinc the period be"lnn1nc with the annointrrt day and ending with the day immediately preceding the dav on which HPC i^ues fresh share certificates tr" the shareholders of" LIT, he transferable in like manner as the shares in HPC themselves are transferable

and any transferee of such rights shall be entitled on presentation, within 30 days from the date of transfer, of the letter of allotment, the relative share certificate in LIL and the document of transfer, to receive share certificates from, HPC in the same manner and to the same extent as the transferor thereof Would ecs4d s have been entitled.

10. Provision with respect to taxation.—All taxes in respect of the profits and gains of the business carried on by LIL before the appointed day shall be pay- able by HPC to the same extent as they would have been payable by LIL, if this Order had not been made.

11. Provisions respecting existing officers and other employees.— (1) Every whole-time officer or other employee (.not including directors) employed imme- diately before the appointed day in LIL shall, as from the appointed day, become an officer or other employee, as the case may be, of HPC and shall hold his office or service therein by the same tenure and upon the same terms and conditions and with the same rights and privileges as to pension, provident fund or gratuity as would have been admissible to him under LIL, if this Order had not been made, and shall continue to do so unless and until his employment in HPC is duly terminated or until his remuneration and conditions of service are duly altered by HPC.

(2) The persons holding office, immediately before the appointed day, as the auditors of ESRC, shall be auditors of UPC and shall hold office until the conclu- sion of the next Annual General Meeting after the appointed day, provided that the audit procedure shall, as from the appointed day, be governed by the provi- sions of sub-sectlonti C.U, (4) and (5) of section G19 of the Companies Act, 1956 (1 of 1956).

12. Provident, Superannuation, Welfare and Other Funds.—(j) Where LIL had established n provident, superannuation, welfare or any other fund for the benefit of its employees and constituted a trust in respect thereof (hereinafter in this clause referred to as an existing trust), the moneys standing to the credit of such fund on the appointed day, together with other assets belonging to such funds, shall stand transferred to and vested in HPC on the appointed day free from any such trust.

(2) HPC shall as soon as may be after the unpointed cl.iv constitute In respect of the moneys and other assets which are transferred 1o and vested in it under sub-clause (1), one or more trusts having obiects, terms and conditions similar to those of the existing trusts as in the circumstances may be practicable, so, however, that the rights and Interests of the beneficiaries "of the existing trusts shall not in any way be diminished or prejudiced,

(3) Where all the moneys and other assets belonging to an existing trust are transferred to and vested in HPC under this clause, the trustees of such trust shall, as from the appointed dav, stand riisch.-irgorl from the trust, except as respects things done or omitted to be done before the appointed day.

13. Board of Directors of HPC—Every director of IJL holding office as such immediately before the appointed day, shall cease to be a director of LIL on the appointed ' day and as from the appointed day, until fresh appointments are made by the Board of Directors of HPC in pursuance of the Articles of Associ- ation of HPC, the persons who constituted the Board of Directors of ESRC immediately before the appointed day shall constitute the Board of Directors of HPC.

14. Dissolution of LIL.—Subject to the other provisions of this Order, es from the appointed day—

(a) LTL shall be dissolved, and no person shall make, assert or take any claims, demands or proceedings against LIL or against any director or officer thereof in his capacity as such director or officer, except In so far fas may be necessary for enforcing the provisions of this Order; and

(b) the right' of every shareholder to or in respect of nny share in LIL shall be extinguished Rnd thereafter tin such shareholder shall make, assert or take any clnims or demands or procefdings in respect of any such sbaje,

15. Registration of the Order by the Registrar of Companies.—The Company Law Board shall, as soon as may be, after the issue of this Order, send to the Registrar of Companies, Maharashtra, a copy of this Order together with the printed copy of the Memorandum and Articles of Association of ESRC as altered by this Order, on receipt of which the Registrar of Companies, Maharashtra, shall—.

(i) register the Order on payment of the prescribed fee by HPC inclusive of the prescribed fees for increase in its authorised share capital as provided herein and shall certify under his hand the legislratlon thereof, within one month from the receipt of the copy of the Order by him; and

(ii) make necessary alterations in the Memorandum and Articles of Association of ESRC.

1G. M""nion.iiHlnni and Articles of Association of HFC.—The Memorandum and Articles of Association of ESRC as they stood immediately before the appointed day, shall as from that day, be the Memorandum and Articles of Association of HPC subject to the amendments specified in the Schedule attached hereto.

THE SCHEDULE

(see clause 16) PART I.—Amendments to the Memorandum of Association

1. In the heading, for the words and figures "Indian Companies Act, 1013" the words and figures "Companies Act, 1956" shall be substituted.

2. In the title and clause 1, for the words "Esso Standard Reflnlnj? Company of India Limited", the words "Hindustan Petroleum Corporation limited" shall be substituted.

3. In clause 3, in Object (a), after the words "volatile substances", the words "lubricating base oils and carbon black feedstocks" shall be inserted and after the word distil the word blend shall also be Inserted.

4. For clause 5, the following clause shall be substituted, namely;—

"5. Capital,—The authorised share capital of the company is Rs. 10,75,00,000 (Rupees ten crorcs, seventy-flvo lakhs), divided Into 75,000 prefer- ence shares of Rs. 100 each and 1,00.(100 equity allures of RE, 1000 each, and there shell be attached to the said preference and equity shares respectively the rights, privileges and conditions in that behalf stated in the accompanying Articles of Association."

PART II;—Amendments to Articles 0! Association

1. In the title, and in Article 2, for the words "Esso Standard Refining Com- pany of India Limited", the words "Hindustan Petroleum Corporation Limited" shall be substituted,

2. In Article 5, for the words "an Ordinary" the words "a Special" shall be substituted.

3. To Article 67, the following proviso shall be added, namely:—

"Provided further that unless the shareholders shall by Special Resolution specifically so authorise, the Board shall not be' entitled to exercise the borrowing powers In such manner as would result in the debt equity ratio of the company beinK changed beyond the range ol l;l TO JJ.O 1i..

4. For Article 109, the following Article shall be substituted, namely:—

"109. Number of Directors.—Until otherwise determined by the share- holders by Stoecial Resolution and subject to section 252, 255 and 259 of the Act, the number of Directors shall not be more than eight."

5. In Article 121, the following shall be added at the end, namely:—

"So lone; as Esso Eastern Inc. shall hold not less than twenty-siv per cent of the total equity Daid up share capital of the Company, they shall be entitled to nominate and appoint two dlredors. One of the said directors- specified in writing in this behalf by Esso Eastern Inc shall not be liable to retire by rotation." ' " "

6. In Article 126, after the words and figures "Section 259 of the Act", the words and figures "and within the limit fixed by Article 109", shall be inserted. 7. To clause (e) of Article 147, the following proviso shall bo added, namely:— "Provided further that a Special Resolution of the Company in general meeting shall be necessary before the Board may exercise the following powers:—

(a) To sell, or otherwise dispose of any part of the fixed assets of the Company exceeding Rs. 50,00,000 in value based on the cost of acquisition thereof,

(b) To diversify into non-allied lines.''

8. In Article 171, after the words and figures "Sections 224 to 23:i", the words and figures "as modified by Section 619" shall be inserted.

[No. 24/4/74-CL.I1L] By order of the Company Law Board

P. B. MENON, Member,

Company Law Board.

SEC. 3Ca>] TH£ GAZETTE OF iNClA fiXfRAOtlCINAIlY 1465

PRINTED BY THE MANAGER, GOVERNMENT OF INDIA PRESS, MINTO ROAD, NEW DELHI AND PUBLISHED BY THE CONTROLLER OF PUBLICATIONS, DELHI, 1 9 74