C.P. No. 10/111/SRB/1999

Present: 1. Shri S. Balasubramanian, Vice-Chairman.

2. Shri K.K.Balu, Member.

IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956)

SECTION 111

AND

IN THE MATTER OF THE M/S RAASI CEMENTS LIMITED HAVING ITS REGISTERED OFFICE AT 5^th FLOOR, MINERVA HOUSE, 94, SAROJINI DEVI ROAD, SECUNDERABAD – 500 003

PETITIONER:

Sourabh H. Bora

RESPONDENTS:

1. Raasi Cement Limited

2. Shree Rampriya Developers Private Limited

3. Shree Laxmipriya Investments Private Limited

PRESENT ON BEHALF OF PARTIES:

1. Shri A.L. Pandya, Advocate ... for Petitioner.

2. Shri V. Venkadasalam, Advocate ... for Respondent 1.

3. Ms. Chitra Narayan, Advocate ... for Respondents 2&3.

4. Shri G. Balakrishnan, Company Secretary ... Authorised Represen-

tative for M/s India

Cements Limited.

O R D E R

(DATE OF HEARING: 10.07.2001)

S. BALASUBRAMANIAN:

1. The main complaint of the petitioner in this petition filed under Section 111 of the Companies Act, 1956 (“the Act”) and suo moto considered under Section 111A is that M/s Raasi Cement Limited (“the Company”) had failed to register 2,000 shares lodged for registration of transfer some time in November, 1997.

2. According to the petitioner, he had purchased 71,500 shares of the Company for valuable consideration of which he lodged 2,000 shares for registration in November, 1997. Originally all these 71,500 shares were held in the name of the second and third respondents. According to the Company, there were various proceedings pending between the parties in Civil Courts and therefore the Company did not register the transfer of 2,000 shares. The cement division of the Company has been taken over by M/s India Cements in terms of sanction of Scheme under Section 391(2) of the Act by Andhra Pradesh High Court. M/s India Cements Limited were to acquire the shares of the Company at a price of Rs.300/- per share. In view of the disputes between the parties in respect of 71,500 shares, these shares were not acquired by M/s India Cements Limited.

3. The parties to the present proceeding have entered into a compromise as recorded before the Civil Court by which the petitioner would be entitled for 41,500 shares and respondents 2 & 3 will be collectively entitled to 30,000 shares. The authorised representative of M/s India Cements Limited, Shri G. Balakrishnan, Company Secretary who was present during the hearing submitted that M/s India Cements Limited would purchase all these shares at Rs.300/- each as per the Scheme approved by Andhra Pradesh High Court.

4. In the light of the compromise arrived among the parties and recorded before the Civil Court, we order that the first respondent Company will register 41,500 shares in the name of the petitioner on lodgement of proper instruments of transfer and M/s India Cements Limited will purchase these shares from the petitioner and the balance 25,000 shares from the third respondent and 5,000 shares from the second respondent, thus totalling to 71,500 shares at Rs.300/- per share. The amount of consideration towards these 71,500 shares will be paid within two months from the date of this order.

(K.K. BALU) (S. BALASUBRAMANIAN)

Dated this the 12^th day of July, 2001