THRU ONLINE FILING

May 11, 2023

BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 023 Scrip Code – 524494

National Stock Exchange India Limited, Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra – (East). Mumbai-400051 Scrip Code : IPCALAB

Dear Sir,

We are enclosing herewith order passed by the Hon'ble National Company Law Tribunal, Mumbai Bench, Court III dated 27th April, 2023 approving the merger of M/s. Ramdev Chemical Pvt. Ltd. (Transferor company No. 1) and Tonira Exports Ltd. (Transferor company No. 2)(wholly owned subsidiaries) with Ipca Laboratories Ltd. (Transferee Company) alongwith copy of Scheme of Amalgamation.

This is for your information and record.

Thanking you

Yours faithfully For Ipca Laboratories Limited

HARISH PANDURANG KAMATH

Digitally signed by HARISH PANDURANG KAMATH DN: c=IN, o=PERSONAL, 2.5.4.20=3e5648a57390d9262997da3de9051643bfb 87e352b111402af42d207e52e25c6, postalCode=400063, st=Maharashtra, serialNumber=72050fb9fadcbc5de6404685117b835 5792f5784c7617d9c4cae2a3887d6b809, cn=HARISH PANDURANG KAMATH Date: 2023.05.11 17:44:38 +05'30'

Harish Kamath Corporate Counsel & Company Secretary ACS 6792

NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT III

C.P.(CAA)/10/MB/2023

$IN$

C.A.(CAA)/237/MB/2022

CORAM: SHRI H. V. SUBBA RAO, MEMBER (J)

MS. MADHU SINHA, MEMBER (T)

ORDER SHEET OF THE HEARING OF MUMBAI BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL ON 27.04.2023

NAME OF THE PARTIES: Ramdev Chemical Private Limited. SECTION 230-232, 234 OF COMPANIES ACT, 2013

ORDER

Mr. Chandrakant Mhadeshwar, counsel appearing for the Petitioner and Ms.

Rupa Sutar, Deputy Director Office of Regional Director are present through

virtual hearing.

C.P.(CAA)/10/MB/2023

Heard the arguments of counsel appearing for the petitioner. Ms. Rupa Sutar, appeared and submits that she has no objection for allowing the above company petition.

The above scheme is approved. Detail order will follow;

Sd/ MADHU SINHA
Member (Technical) //Vitthal// Certified True Copy
Date of Application 01/05/2023
Number of Pages_
Fee Paid Rs.
Applicant called for collection copy on 04/05/2023
Copy prepared on __
Copy Issued on OL

Deputy Registrar $\mathscr{O}_4$ National Company Law Tribunal, Mumbai Bench

$Sd$ /-H. V. SUBBA RAO Member (Judicial)

IN C.A. (CAA) /237/MB/2022 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH, AT MUMBAI, COURT III

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C.A. (CAA) /237/MB/2022

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

AND

In the matter of Scheme of Amalgamation of RAMDEV CHEMICAL PRIVATE LIMITED, Transferor Company No. 1

AND

TONIRA EXPORTS LIMITED, Transferor Company No. 2

WITH

Transferee LABORATORIES LIMITED, IPCA Company and their respective Shareholders

RAMDEV CHEMICAL PRIVATE LIMITED

.....First Applicant Company

AND

TONIRA EXPORTS LIMITED

C.P. (CAA) 10/MB/2023 C.A. (CAA) /237/MB/2022 .....Second Applicant Company

WITH

IPCA LABORATORIES LIMITED

.....Third Applicant Company

(Hereinafter collectively referred to as 'the Petitioner Companies')

ORDER DELIVERED ON: 27th April, 2023

Coram:

Hon'ble H. V. Subba Rao, Member (Judicial) Hon'ble Madhu Sinha, Member (Technical)

For the Applicant: Mr. Chandrakant Mhadeshwar, Advocate

For the Regional Director: Ms. R. Sutar, Dy. Director

ORDER

$1.$ The Court is convened by videoconferencing today.
$\overline{2}$ . Heard learned Counsel for parties. No objection has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions.
The sanction of this Tribunal is sought under Sections 230 to 232 of 3. the Companies Act, 2013, to a Scheme of Amalgamation of RAMDEV CHEMICAL PRIVATE LIMITED, First Transferor Company and TONIRA EXPORTS LIMITED, Second Transferor Company with IPCA LABORATORIES LIMITED, Transferee Company and their respective Shareholders.
1. The Counsel for the Petitioner Companies further submits that Board of Directors of the Petitioner Companies in their meetings held on 24^th May, 2022 has approved the Scheme. The Appointed Date for the Scheme is 01^st April, 2022.

The rational of the scheme are as under: 5.
(a) Amalgamation to be value accretive to the shareholders of the Transferee Company as the shareholders would have direct access to the core business of the Transferor Company 1&2;
(b) Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximising overall shareholder value;
(c) Greater efficiency in cash management of the Transferee Company and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value;
(d) Improved organizational capability and leadership, arising from the pooling of human capital having diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry;
(e) Cost savings are expected to flow from more focused operational efforts, rationalization, standardisation and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses;
(f) Reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by the Transferor Companies and the Transferee Company;
(g) To optimally leverage the larger assets base and cash flow of the amalgamated entity; and
(h) Amalgamation will result in the Transferee Company directly controlling and managing the business of the Transferor Companies which would lead to simplification of the shareholding structure and reduction of shareholding tiers.
Consideration for under the scheme is as under:-6.

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"In light of the fact that upon the amalgamation of Transferor Companies into Transferee Company, since each of Transferor Companies would qualify as a wholly owned subsidiary of Transferee Company, there will be no consideration whether in the form of issues of shares or otherwise that would be applicable or be paid as a result of the amalgamation of Transferor Companies with Transferee Company".

1. The Learned Advocate appearing on behalf of the Petitioners has stated that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary Affidavits of compliance in this Tribunal. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made there under whichever is applicable. The said undertaking is accepted.
The Regional Director has filed his Report, inter alia, stating some 8. observation in paragraphs 2 (a) to (i) of the Regional Director. In response to the observations made by the Regional Director, the Petitioner Companies have given necessary undertaking and clarification vide its affidavit in reply. The observations made by the Regional Director and the clarification and underta kings given by the Petitioner Companies are summarised in the table below:-

Sr.No	Regional Director observations	Response of the Petitioner Companies
Para
no(2)
a)	In compliance $\sigma f$ Accounting	So far as the observation in paragraph
	Standard -14 or IND-AS 103. As may	2 (a) of the Report of the Regional
	be applicable, the resultant company	Director is concerned, the Transferee
	shall pass such accounting entries	Company undertake that in addition
	which are necessary in connection	to compliance of AS-14 (IND AS-103)
		with the scheme to comply with other the Transferee Company shall pass

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IN
C.A. (CAA) /237/MB/2022

	applicable Accounting Standards	$C.A.$ (CAA) $/201/MD/2022$ such accounting entries which are
	including AS-5 or IND AS-8 etc.	necessary in connection with the
		scheme to comply with other
		applicable accounting standards such
		as AS-5 (IND AS-8) etc.
b)	As per definition of the Scheme,	So far as the observation in paragraph
	"Appointed Date" for the purpose	2 (b) of the Report of the Regional
	of this Scheme and for the IT Act,	Director is concerned, the Petitioner
	means the opening of business	state that the Appointed Date for the
	hours on 1st April 2022;	proposed scheme is 1 ^st day of April,
	"Effective Date" means the last of	2021 and undertake to comply with
	the dates on which the certified or	the requirements and clarified vide
	authenticated copies of the orders	circular no. F. NO. 7/12/2019/CL-1
	of the Hon'ble National Company	dated 21.08.2019 issued by the
	Tribunal sanctioning the Law	Ministry of Corporate Affairs.
	Scheme are filed with the respective
	Registrar of Companies by the
	Transferor Companies and by the
	Transferee Company.
	Any references in this Scheme to the
	date of "coming into effect of this
	Scheme" or "effectiveness of this
	Scheme" or "Scheme taking
	effect" shall mean the Effective
	Date;
	In this regard it is submitted that
	Section 232 (6) of the Companies
	Act, 2013 states that the scheme
	under this section shall clearly
	indicate an appointed date from

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C.A. (CAA) /237/MB/2022

		$\frac{1}{2}$
	which it shall be effective from such
	date and not at the date subsequent
	to the appointed date. However,
	this aspect may be decided by the
	Hon'ble tribunal taking in to
	accounts its inherent powers.
$\mathbf{C}$	The Hon'ble Tribunal may seek	So far as the observation in paragraph
	undertaking that this scheme is	2 (c) of the Report of the Regional
	approved by the requisite majority of	Director is concerned, Petitioner
	members and creditors as per Section	Companies states that this tribunal
	230(6) of the Act in meeting duly held	has dispensed with the meeting of the
	in terms of section 230 (1) read with	member and creditors by its order
	7 subsections (3) to (5) of section 230	dated 1st December, 2022 passed in
	of the Act and the Minutes thereof are	CSA 237 of 2022 and same is annexed
	duly placed before the Tribunal.	to the Petition
$\mathbf{d}$	Petitioner Company states that the	So far as the observation in paragraph
	Transferee Company shall be in	2 (d) of the Report of the Regional
	compliance with the provisions of	Director is concerned, the Transferee
	Section $2(1B)$ of the Income Tax,	Transferee Company Company
	1961. In this regard, the Petitioner	undertakes to comply with the
	Company shall ensure compliance	provisions of Section 2(1B) of the
	of all the provisions of Income Tax	Income Tax, 1961 and all other
	Act and Rules thereunder	provisions of Income Tax Act and
		Rules thereunder.
$\epsilon$	The Petitioner Company have to	So far as the observation in paragraph
$\sim 10$	undertake to comply with the section	2 (e) of the Report of the Regional
	232 (3) (i) of companies Act, 2013,	Director is concerned, Petitioner
	where the transferor company is	Companies states that the Transferee
	dissolved, the fee, if any, paid by the	Company undertakes to comply with
	transferor Company its on	all applicable provisions of section
	authorized capital shall be set -off	232(3)(i) of the Companies Act, 2013.

SALE ENTER

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IN
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		against any fees payable by	the
	Transferee	Company	its on
		authorized capital subsequent to the
	amalgamation. Therefore, remaining
	fee, if any after setting -off the fees
	already paid by the transferee
	company	the on	increased
	authorized capital subsequent to the
	amalgamation	and	therefore,
	Petitioner to undertake that the
	transferee Company shall pay the
	difference of fees and stamp duty
f)		It is observed from latest MGT-7 for		So far as the observation in paragraph
	the year ending $31.03.2022$ filed by			2 (e) of the Report of the Regional
	the Petitioner Companies that it have			Director is concerned, the Petitioner
	following	corporate	body	Companies submit and clarify that no
	shareholding, but form $BEN - 2$ has			individual Shareholder of the
	not been filed: -			Petitioner Companies, either alone or
				together with others, fall under the
	Name of the	Name of the	Percen	definition of Significant Beneficial
	Company	shareholder	tage of	Owner (SBO) under Section 90(1) of
		$\mathbf S$	holdin	the Companies Act, 2013 and the
			$\boldsymbol{g}$	made thereunder Rules and
				consequently, the requirement of filing
	RAMDEV	IPCA	100%	eform BEN-2 does not arise. The
	CHEMICAL	LABORATO		Transferor Companies are Wholly-
	PRIVATE	RIES		owned Subsidiary of the Transferee
	LIMITED	LIMITED		Company Petitioner Company. With
	TONIRA	IPCA	100%	respect to the Transferee Company
	EXPORTS	LABORATO		KYGEE INVESTMENT PVT LTD hold
	LIMITED			21.47% shareholding in the Company

NATO

WRAI

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IN C.A. (CAA) /237/MB/2022

any individuals or

there is no majority shares held

anybody

	RIES		and
	LIMITED		by
IPCA	KYGEE	21.47	Notp
LABORATO	INVESTMEN	%	PV a
RIES	T PVT LTD		tequ
LIMITED			Com

Therefore, petitioner company may be directed to clarify and comply with the same as required u/s 90 $\sigma f$ the companies Act, 2013 $r_{\cdot}$ $w$ . companies (Significant Beneficial Owners) Rules, 2018

prate in KYGEE INVESTMENT LTD. Therefore, there is no irement of the Petitioner panies to file BEN- 2. However, the Petitioner company undertake to comply with the provisions of Section 90 of the Companies Act, 2013 read with the Companies (Significant Beneficial Owners) Rules. 2018. amended from time to time, if applicable and make necessary filing with the Registrar of Companies, as may be applicable. Further, in case the company has not complied with the aforesaid provisions, liberty is given to the concerned Registrar of Companies to separately deal with the above issue. All issues arising thereunder shall be decided in accordance with law

That on examination of the report of the Registrar of Companies, Mumbai dated 30.01.2023 (Annexed as Annexure A-1) that all the Petitioner Companies fall within the jurisdiction of ROC, Mumbai. It is submitted that there is no compliant is pending against the petitioner Companies and / or there is no representation

$g)$

So far as the observation in paragraph 2 (g) (i) to (iii) of the Report of the Regional concerned, Director is Petitioner Company submit that the statement made therein are factually correct.

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regarding the proposed scheme of Amalgamation has been received against the Petitioner Companies. Further, the petitioner companies have filed Financial statements upto31.03.2022 further observation in ROC report are as under:-

That the ROC Mumbai in his report dated 30.01.2023 has stated that $N_O$ Inquiry. Inspections. Investigation $\partial!z$ Persecutions is pending against the subject applicant Companies.

The Transferor Companies are $\overline{2}$ . wholly owned subsidiaries of the Transferee Company.

As per MCA Portal in 2nd transferor Company is shown one charge open for Rs. 30,96,00,000 charge creation date 30/04/2004 and modification date 19/05/2007.

The 1st Transferor Company $\overline{4}$ and Transferee Company are in chemical business. Hence, NOC from sectorial regulator may be obtained.

It is submitted that as per the 5. provisions of Section 232 (3) (i) of the Companies Act, 2013, where the transferor company is dissolved, the fee, if any, paid by the transferor

गी विधी आश्रिक

So far as the observation in paragraph 2 (g) (4) of the Report of the Regional Director is concerned Transferor Companies are wholly owned subsidiaries $\sigma$ f the Transferee Company and all the companies are carrying the same business activities. We have served all concerned sectorial regulator and there is no other sectorial regulators form which the NOC is required to be obtained.

So far as the observation in paragraph 2 (e) of the Report of the Regional Director is concerned, Petitioner Companies states that the Transferee Company undertakes to comply with all applicable provisions of section 232(3)(i) of the Companies Act, 2013 So far as the observation in paragraph 2 (g) (6) of the Report of the Regional Director is concerned, Petitioner Company states that the interest of the creditor will be protected and all

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IN C.A. (CAA) /237/MB/2022

	Company on its authorized capital creditor will be paid in normal course
shall be set -off against any fees of business
payable by the Transferee Company
on its authorized capital subsequent
to the amalgamation. Therefore,
remaining fee, if any after setting -off
the fees already paid by the
transferee company on the increased
authorized capital subsequent to the
amalgamation.
6. Interest of the Creditor should
be protected.
7. May be decided on merits.

The observations made by the Regional Director have been explained 9. by the Petitioner Companies in Para 8 above. The clarifications and undertakings given by the Petitioner Company are accepted by this Tribunal, and the Petitioner Company are directed to comply with the same. Moreover, the Petitioner Company undertake to comply with all the statutory requirements, if any, as may be required under the Companies Act, 2013 and the Rules made thereunder. The Authorised Representative of the Regional Director, MCA (WR), Mumbai Ms. Rupa Sutar who is present at the time of the hearing has submitted that the explanation and clarifications given by the Petitioner Company are found satisfactory for approving the scheme by the Tribunal.
The Official Liquidator has filed his report in the Scheme Petition No. 10. 10 of 2022, inter alia, stating therein that the affairs of the Transferor Company have been conducted in a proper manner.
From the material on record, the Scheme of Amalgamation appears to 11. be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.

Page 10 of 11

$12.$ Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.187 of 2022 is made absolute in terms of prayer clauses (a) and (b) of the Petitions.

1. Petitioner Company is directed to file a copy of this Order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form INC-28, in addition to the physical copy within 30 (thirty) days from the date of issuance of the Order by the Registry.
1. The Petitioner Company to lodge a copy of this Order and the Scheme duly authenticated by the Deputy Director, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 (sixty) days from the date of receipt of the Order.
1. All authorities concerned to act on a copy of this Order along with Scheme duly authenticated by the Deputy Director, National Company Law Tribunal, Mumbai Bench.

$Sd$ /-Madhu Sinha Member (T)

$Sd$ /-H. V. Subba Rao Member (J)

Certified True Copy ___	Date of Application 0) 05/2023
Number of Pages_
Fee Paid Rs.	Applicant called for collection copy on 04 los 2023
Copy prepared on $\frac{6}{4}$	2023
	Copy Issued on $0410512023$

Deputy Registrar

National Company Law Tribunal, Mumbal Bench

Annexwe-T SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 OF

RAMDEV CHEMICAL PRIVATE LIMITED ("TRANSFEROR COMPANY NO. 1")

AND

TONIRA EXPORTS LIMITED ("TRANSFEROR COMPANY NO. 2")

IPCA LABORATORIES LIMITED

("TRANSFEREE COMPANY")

AND

THEIR RESPECTIVE SHAREHOLDERS

GENERAL

Description of Companies and Background: A.
RAMDEV CHEMICAL PRIVATE LIMITED, Transferor Company no 1 (CIN: U24200MH1999PTC120863) is a Private Limited Company incorporated under the L Companies Act, 1956 having its registered office at Plot No.142-AB, Kandivli Industrial Estate, Kandivli (West) Mumbai City MH 400067 IN (hereinafter referred to as the ("Transferor Company No. 1"). The Transferor Company is a pharmaceutical company manufacturing in all forms, heavy chemicals of all kinds, (Solid, liquid, gaseous), bulk drugs, medicinal and pharmaceuticals products. The products of the Company are sold in and outside India. The Company has a manufacturing unit in India at Tarapur (Maharashtra) for manufacturing of Active Pharmaceutical Ingredients (Bulk Drugs) (APIs). The 100% share capital of the Company was acquired by Ipca Laboratories Limited and the Company is presently a wholly owned subsidiary of Ipca Laboratories Limited (Transferee Company).
(CIN: $\overline{2}$ Company no Transferor LIMITED, TONIRA EXPORTS U51909MH1995PLC248308) is a Private Limited Company incorporated under the II. Companies Act, 1956 having its registered office at 142AB, Kandivli Industrial Estate Kandivli (West)Mumbai City MH 400067 IN (hereinafter referred to as the "Transferor Company No. 2"). The Transferor Company currently is not engaged in any active business. The Company was the wholly owned subsidiary of Tonira Pharma Ltd. and became wholly owned subsidiary of Ipca laboratories Limited (Transferee Company)upon merger of the said Tonira Pharma Ltd. with Ipca Laboratories Ltd. (Transferee Company)

ANTH FAUT STREET

CUMPANY LAW

खिई च्यार्थ

UMBALBEN

$m$ ited Page 1 of 30

AND

in April, 2012 and is presently a wholly owned subsidiary of Ipca Laboratories Limited (Transferee Company).

Company Transferee LIMITED. LABORATORIES IPCA (CIN:L24239MH1949PLC007837) is a listed public limited company incorporated under the Companies Act, 1913 having its registered office at 48 Kandivli Industrial Estate Kandivli (W) Mumbai, 400067 Maharashtra, India(hereinafter referred to as the "Transferee Company").The Transferee Company was originally incorporated to engage in the business of manufacturing and marketing of drugs and pharmaceuticals, chemicals, cosmetics and toiletries productson October 19, 1949 under the Companies Act, 1913, with the Registrar of Companies, Maharashtra, Mumbai as 'The Indian Pharmaceutical Combine Association Limited'. The name of the Company was changed to 'Ipca Laboratories Limited' and a fresh Certificate of Incorporation consequent on change of name was issued by the Assistant Registrar of Companies, Maharashtra on August 6, 1964. The name of the Company was again changed to 'Ipca Laboratories Private Limited' on January 3, 1966 and a fresh Certificate of Incorporation consequent on change of name was issued by the Assistant Registrar of Companies, Maharashtra. The status of the Company was later changed to deemed public company by deleting "private" from its name pursuant to Section 43A(1-A) of the Companies Act, 1956 by the Assistant Registrar of Companies, Maharashtra, on August 9, 1988. Vide Certificate of Change of Name issued by the Additional Registrar of Companies, Maharashtra, Mumbai on January 7, 1994, the status of the Company was changed from "deemed public Company" to "full fledged public Company". The Equity Shares of the Company are listed on BSE and NSE

The Transferor Company 1 &2 are wholly owned subsidiary of the Transferee Company as the 100% of issued, subscribed and paid-up share capital of the Transferor Company 1 & 2 is held by the Transferee Company as on the date of this Scheme. The Transferee Company's equity shares are listed on the BSE Limited and National Stock Exchange India Limited.

This Scheme of Amalgamation provides for the amalgamation of the Transferor IV. Company1 & 2 with the Transferee Company and other consequential matters pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013.

Rationale for the Scheme

ATT FOUR STREET

ष ई न्यार्थ

UMBAI BEN

III

The Transferee Company is holding 100% equity stake in the Transferor (Colpany In order to consolidate and effectively manage the Transteror Company Transferee Company in a single entity and to achieve, inter-alia, economies

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efficiency, the merger is being undertaken. The amalgamation of the Transferor Company 1&2 with the Transferee Company would inter alia have the following benefits:

Amalgamation to be value accretive to the shareholders of the Transferee Company $(a)$ as the shareholders would have direct access to the core business of the Transferor Company 1&2;
Greater integration and greater financial strength and flexibility for the amalgamated $(b)$ entity, which would result in maximising overall shareholder value;
Greater efficiency in cash management of the Transferee Company and unfettered $(c)$ access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value;
Improved organizational capability and leadership, arising from the pooling of $(d)$ human capital having diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry;
Cost savings are expected to flow from more focused operational efforts, $(e)$ rationalization, standardisation and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses;
Reduction in the multiplicity of legal and regulatory compliances required at present $(f)$ to be separately carried out by the Transferor Companies and the Transferee Company;
To optimally leverage the larger assets base and cash flow of the amalgamated entity; $\langle \text{g} \rangle$ and
Amalgamation will result in the Transferee Company directly controlling and $(h)$ managing the business of the Transferor Companies which would lead to simplification of the shareholding structure and reduction of shareholding tiers.

In view of the aforesaid, the Board of Directors of the Transferor Companies and the Transferee Company have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Companies with the Transferee Company in* order to benefit the stakeholders of all the companies. Accordingly, the Board of Directors of the Transferor Companies and the Transferee Company have formulated this Scheme of Amalgamation for the transfer and vesting of the entire undertaking and Badings of the Transferor Companies with and into the Transferee Company pursuant to the provision of Section 230 to Section 232 and other relevant provisions of the Companies Act $2015$

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Under the Scheme, there is no arrangement with the creditors, either secured or unsecured C. of the Transferor and/or the Transferee Company. No compromise is offered under the Scheme to any of the creditors of the Transferor Companies and/or the Transferee Company. The liability of the creditors of the Transferor Companies and/or the Transferee Company, under the Scheme, is neither being reduced nor being extinguished.

D. Parts of the Scheme:

This Scheme of Amalgamation is divided into the following parts:

Part I deals with definitions of the terms used in this Scheme of Amalgamation and sets out the share capital of the Transferor Companies and the Transferee Company; $(i)$
Part II deals with the transfer and vesting of the Undertaking (as hereinafter $(ii)$ defined) of the Transferor Companies to and in the Transferee Company;
Part III deals with the issue of new equity shares by the Transferee Company to the $(iii)$ eligible shareholders of the Transferor Companies, as applicable;
(iv) Part IV deals with the accounting treatment for the amalgamation in the books of the Transferee Company and dividends; and
Part V deals with the dissolution of the Transferor Companies and the general terms $(v)$ and conditions applicable to this Scheme of Amalgamation and other matters consequential and integrally connected thereto.

PARTI

DEFINITIONS AND SHARE CAPITAL

DEFINITIONS $\mathbf{1}$

In this Scheme, unless repugnant to the meaning or context diereof, the following expressions shall have the following meaning:

1.1. "Act" means the Indian Companies Act, 1913, the Companies Act, 1956, Companies Act, 2013, the rules and regulations made thereunder and will include any statutory reenactment or amendment(s) thereto, from time to time;
1.2. "Accounting Standards" means the Indian Accounting Standards as notified under Section 133 of the 2013 Act, as amended from time to time, issued by the Ministry of Corporate Affairs and the other accounting principles generally accepted in India;
1.3. "Applicable Laws" means any statute, law, regulation, ordinance, rules regulation, judgment, order, decree, clearance, approval, terms of any approval, r permit or no-objection of any Governmental Authority, directive, guideline, po requirement, listing agreement or other governmental restriction or any similar

विधी अधिकार

Page 4 of 30

$imila$

form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, in each case as in effect from time to time;

1.4. "Appointed Date" for the purpose of this Scheme and for the IT Act, means the opening of business hours on 1st April 2022;
1.5. "Board of Directors" or "Board" means the board of directors of the Transferor Companies or the Transferee Company, as the case may be, and shall include a duly constituted committee thereof or any person authorised by the Board or such committee;
"BSE" means BSE Limited;
1.7. "Effective Date" means the last of the dates on which the certified or authenticated copies of the orders of the Hon'ble National Company Law Tribunal sanctioning the Scheme are filed with the respective Registrar of Companies by the Transferor Companies and by the Transferee Company.

Any references in this Scheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme" or "Scheme taking effect" shall mean the Effective

1.8. "Eligible Employees" means the employees who are eligible for the Stock Option Scheme of the Transferor Companies;
1.9. "ESOP" means the Employees Stock Option Scheme of the Transferor Companies pursuant to which eligible employees of the Transferor Companies are entitled to be issued shares in the Transferor Companies upon exercise of a stock option;
1.10. "Governmental Authority" means any applicable central, state or local government, legislative body, regulatory or administrative authority, agency or commission or any court, tribunal, board, bureau or instrumentality thereof or arbitration or arbitral body having jurisdiction over the territory of India including but not limited to Securities and Exchange Board of India, Stock Exchange, Registrar of Companies, Regional Director, Official Liquidator, NCLT;
1.11. "Holding Company" in relation to one or more other companies, means a company of
which such companies are subsidiary companies; 1.12. "ISO" means International Organisation for Standardisation;
1.13. "IT Act" means the Income Tax Act, 1961 of India, including any statutory modifications, re-enactments or amendments thereof for the time being in force;
1.14. "MAT Credit" means Minimum Alternate Tax credit,
1.15. "MEIS" means Merchandise Exports from India Scheme;

1.16. "NCLT" means the National Company Law Tribunal, Bench at Mumbaj, having

jurisdiction in relation to the Transferee Company and the Transferor Companies;

1.17. "NSE" means National Stock Exchange India Limited;
1.18. "Registrar of Companies" means the Registrar of Companies, Maharashtra at Mumbai;
1.19. "Regional Director" means Regional Director, Western Region, Mumbai having jurisdiction in relation to the transferor companies and transferee company and/or the.

THE FOUR SHOPS

MBAJBE

IRIBUL

imited Page 5 of 30 $7.92^c$

regional director ("RD")as constituted and authorized as per the provisions of the Companies act, 2013 for approving any scheme of arrangement, compromise or reconstruction of companies under section 230-232 of the Companies Act, 2013 and shall include, if applicable, such other forum or authority as may be vested with the powers of a tribunal for the purpose of Sections230-232 of the Companies Act, 2013 as may be

$, 67$

1.20. "Record Date" means the date to be fixed by the Board of Directors of the Transferee Company in consultation with the Board of Directors of the Transferor Companies which shall either be the Effective Date or a date after the Effective Date for the issue, alloment or cancellation of fully paid up equity shares of the Transferee Company to the shareholders or of the Transferor Companies pursuant to the Scheme upon amalgamation of the Transferor Companies into the Transferee Company;
1.21. "Scheme" means this Scheme of Amalgamation between the Transferor Companies and the Transferee Company and their respective shareholders pursuant to Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 in its present form, and/or as submitted to the NCLT together with any modification(s) approved as directed by the NCLT;
1.22. "SEBI" means Securities and Exchange Board of India established through the SEBI Act,
1.23. "SGST, CGST and IGST" means the State Goods and Services Tax, the Central Goods and Services Tax and Integrated Goods and Services Tax;
1.24. "Stock Exchange" means BSE Limited and National Stock Exchange India Limited where the shares of the Transferee Company are listed;
1.25. "Subsidiary Company or Subsidiary" in relation to any other company (that is to say the holding company), means a company in which the holding company
- a. Controls the composition of the Board of Directors; or
- b. Exercises or controls more than one-half of the [total voting power] either at its
- own or together with one or more of its subsidiary companies:

Explanation for the purposes of this clause,

a. A company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (a) or sub-clause (b) is of another subsidiary company of the holding company;

b. The composition of a company's Board of Directors shall be deemed to be controlled by another company if that other company by exercise of some power. exercisable by it at its discretion can appoint or remove all or a majority of the Directors;

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The expression "company" includes any body corporate; c.

1.26. "Transferor Company No.1" means Ramdev Chemical Private Limited (CIN:U24200MH1999PTC120863), a company incorporated under the Companies Act, 1956 having its registered office at Plot No.142-AB, Kandivli Industrial Estate, Kandivli (West), Mumbai City MH 400067 IN;
Exports Tonira means $No.2"$ Company 1.27. "Transferor Limited(CIN:U51909MH1995PLC248308), a company incorporated under the Companies Act, 1956 having its registered office at 142AB, Kandivli Industrial Estate, Kandivli (West), Mumbai City MH 400067 IN;
1.28. "Transferor ESOP Scheme" means the Employees Stock Option Scheme of the Transferor Companies pursuant to which eligible employees of the Transferor Companies are entitled to be issued shares in the Transferor Companies upon exercise of a stock option;
1.29. "Transferor Option" means a stock option granted under an ESOP Scheme of the Transferor Companies;
1.30. "Tax(s)" means the advance tax, the tax deducted at source, deferred tax payment, the incorne tax under IT Act and any such direct or indirect taxes, including GST as may be applicable to the Transferor and Transferee Companies;
(CIN: Limited Laboratories Ipca means Company" 1.31. "Transferee L24239MH1949PLC007837) a company incorporated under the Companies Act, 1913 having its registered office at 48, Kandivli Industrial Estate. Kandivli (W), Mumbai MH 400067 IN;
1.32. "Undertaking" means the whole of the undertaking and entire business of the Transferor Companies as a going concern, including (without limitation):
All the assets and properties (whether movable or immovable, tangible or intangible, 1. real or personal, corporeal or incorporeal, present, future or contingent) of the Transferor Companies, including but not limited to land (freehold/leasehold), plant and machinery, equipment, buildings and structures, offices, residential and other premises, furniture, fixtures, office equipment, appliances, accessories, depots, deposits, all stocks, assets, investments of all kinds (including shares, scrips, stocks, bonds, debenture stocks, units), and interests, cash balances or deposits with banks, loans, advances, disbursements, contingent rights or benefits, book debts, receivables, actionable claims, insurance claims, insurance policies, earnest moneys, advances or deposits paid by the Transferor Companies, financial assets, leases (including lease rights), hire purchase contracts and assets, lending contracts, rights and benefits under any agreement, benefit of any security arrangements or under any guarantees, reversions, powers, municipal permissions, tenancies in relation to the office and/or residential properties for the employees or other persons, guest houses, godowns, warehouses, licenses, fixed and other assets, trade and service names and marks, patents, copyrights, and other intellectual property rights of any." nature whatsoever, know how, goodwill, rights to use and avail of telephones, $Im$

Page 7 of 30

telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, subsidiaries, joint ventures, associates, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights including, title, interests, other benefits (including tax benefits), easements, privileges, liberties, mortgages, hypothecations, pledges or other security interest so created in favour of the Transferor Companies and advantages of whatsoever nature and wheresoever situated in India or abroad, belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Companies or in connection with or relating to the Transferor Companies and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Companies, whether in India or abroad;

All liabilities including, without being limited to, secured and unsecured debts II. (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations of the Transferor Companies, of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised;
III. All agreements, rights, contracts, entitlements, permits, licenses, approvals, authorizations, concessions, consents, quota rights, engagements, arrangements, authorities, allotments, security arrangements (to the extent provided herein), benefits of any guarantees, reversions, powers and all other approvals of every kind, nature and description whatsoever relating to the Transferor Companies;
IV. All records, files, papers, computer programs, manuals, data, catalogues, sales material, lists of customers and suppliers, other customer information and all other records and documents relating to the business activities and operations of the Transferor Companies;
All permanent employees engaged by the Transferor Companies as on the Effective V. Date.

त्नी विधी आंश्रेष्ठ

UMBAI^BI

COMPANY LAW

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and avail of telephones, telexes, facsimile connections and installations, utilities, electricity and other services, provisions and benefits of all agreements, contracts and arrangements, including technological licensing agreements, and benefits including but not limiting to all other interests in connection with or relating thereto;

VII. All brand names, trademarks, trade names, patents and domain names, the intellectual property in relation to ANDAs(Abbreviated New Drug Application), Certificate of Pharmaceutical Products (CoPPs), Certificate of Suitability (CoS) registrations; applications and authorizations of pharmaceutical products with governmental authorities in any jurisdiction (in so far as such pharmaceutical products pertain to the Undertaking), filings, dossiers, copyrights, industrial designs, trade secrets, know-how; ongoing research projects, data, formulations, technology, methodology, manufacturing procedures and techniques, test procedures, product registrations, applications and authorizations, Star Export House recognition and other intellectual property (in India or outside India) and all other interests exclusively relating to the goods or services being dealt with by the Transferor Companies;
VIII. All intellectual property rights created, developed or invented by employees concentrated on the research, development or marketing of products (including process development or enhancement) in connection with the Transferor Companies;
IX. All benefits and privileges under letters of permission and letters of approvals in respect of Special Economic Zones and Export Oriented Units and the benefits related thereto, all tax credits, including SGST, CGST and IGST credits, refunds, reimbursements, claims, exemptions, benefits under service tax laws, value added tax, purchase tax, sales tax, MEIS, Entry tax or any other duty or tax or cess or imposts under central or state law including sales tax deferrals, advance taxes, tax deducted at source, right to carry forward and set-off unabsorbed losses, if any and depreciation, MAT Credit, deductions and benefits under the IT Act, as well as any recognition of the In-house Research and Development unit with the Department of Scientific & Industrial Research or any Government Authority;
"US FDA" means United States Food and Drugs Administration; $1.33$

All capitalized terms not defined but used in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning as described to them under the Act, the Securities Contracts (Regulation) Act, 1956, the Depositor of any et, 198 and other applicable laws, rules, regulations and byelaws, as the case may be statutory amendment(s) or re-enactment thereof, for the time being in force.

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SHARE CAPITAL $\overline{2}$ .

2.1. Transferor Company No.1:

The Authorised, Issued, Subscribed and Paid-up share capital of the Transferor Company no. 1 as on March 31, 2022 was as under:

Particulars ^® and the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the comp Authorised Share Capital
5,00,000 Equity Shares of INR 10/- each	50,00,000
Total	50,00,000
Issued, Subscribed and Paid Up Share Capital
5,00,000 Equity Shares of INR 10/- each	50,00,000
Total	50,00,000

Subsequent to March 31, 2022 there is no change in the capital structure of the Transferor Company. Transferor Company is wholly owned subsidiary of the Transferee Company as 100% issued, subscribed and paid up share capital of the Transferor Company is held by the Transferee Company as on the date.

2.2. Transferor Company No.2:

The Authorised, Issued, Subscribed and Paid-up share capital of the Transferor Company No. 2 as on March 31, 2022 was as under:

Particulars and a straight and	Amount (INR)
Chain to the chain and and Authorised Share Capital
1,00,000 Equity Shares of INR 10/- each	10,00,000
Total	10,00,000
Issued, Subscribed and Paid Up Share Capital
1,00,000 Equity Shares of INR 10/- each	10,00,000
Total	10,00,000

$78100$ ś, $\approx r_{\rm max}$ STACK

Page 10 of 30

2.3. Transferee Company:

The Authorised, Issued, Subscribed and Paid-up share capital of the Transferee Company as on March 31, 2022 was as under:

Particulars and the	Amount (INR)
Authorised Share Capital
57,00,00,000 Equity Shares of INR. 1/- each	57,00,00,000
Total	57,00,00,000
Issued and Subscribed Share Capital
25,62,66,408 Equity Shares of INR. 1/- each	25,62,66,408
Total	25,62,66,408
Paid Up Share Capital
25,37,04,218 Equity Shares of INR. 1/- each	25,37,04,218
Total Paid Up Share Capital	25, 37, 04, 218

Subsequent to March 31, 2022 there is no change in the capital structure of the Transferee Company.

The equity shares of Transferee Company are, at present, listed on the BSE Limited and National Stock Exchange India Limited.

DATE OF TAKING EFFECT AND OPERATIVE DATE 3.

The Scheme set out herein in its present form or with any modifications approved or imposed or directed by NCLT shall be effective from the Appointed Date but shall be operative from the Effective Date.

PART II

TRANSFER AND VESTING OF UNDERTAKING

TRANSFER OF UNDERTAKING $\ddot{4}$ .

Upon the coming into effect of this Scheme and with effect from the Appointed Date, the $4.1.$ Undertaking, pursuant to the sanction of this Scheme by NCLT under and in accordance with the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act, shall stand transferred to and be vested in or be deemed to have been transferred to and vested in the Transferee Company, as a going concern without any further act, instrument, deed, matter or thing to be made, done or executed so as to become, as and from the Appointed Date, the Undertaking of the Transferce Company by virtue of and in the manner provided in this Scheme.
Subject to the provisions of this Scheme as specified hereinafter and with effect from the $4.2.$ Appointed Date, the entire Undertaking(s) of the Transferor Companies, including all the duties and obligations, including those arising on accounts of debts, liabilities, losses,

Page 11 of 30 $0181$

taxation laws and other allied laws of the Transferor Companies of every description and also including, without limitation, all the movable and immovable properties and assets, Tangible or Intangible assets (whether or not recorded in the books of account of the Transferor Companies) of the Transferor Companies comprising, amongst others, all freehold land including a freehold land, all leasehold land including leasehold land, buildings, plants and machineries, motor vehicles, manufacturing facilities, laboratories, furniture and fixtures, computers, computer software and its licenses, office equipments, electrical installations, generators, containers, telephones, telex, facsimile and other communication facilities, receivables, actionable claims, insurance claims, business licenses, licenses under Factories Act, manufacturing licenses, permits, deposits, authorisations, approvals (including under MEIS), recognitions including Star Export House, Certificate of Suitability for products, WHO-GMP (World Health Organisation - Goods Manufacturing Practices) certifications, ISO 9001:2008, ISO 14001:2004, FAMI-QS (Feed Additive and Premixture Quality System), BS OHSAS 18001:2007 (Occupational Health and Safety Assessment Series), HACCP(Hazard Analysis and Critical Control Points), Halal, Kosher, Vegetarian Society Certificate, United Kingdom, American Vegetarian Association Certificate, US FDA EIR (Establishment Inspection Report)and any other certificates relating to the product, factory facilities and registrations granted by the Department of Scientific & Industrial Research to the in-house research and development units established, insurance cover of every description, lease, tenancy rights, permissions, incentives, if any, and all other rights, patents, know-how, trademark, service mark, trade secret, brands, registrations, licenses including Export Oriented Unit licences/advance licences, Special Economic Zones registrations, marketing authorisations and other intellectual property rights, proprietary rights, title, interest, contracts, no objection certificates, deeds, bonds, consents, approvals and rights and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages and benefits, approvals, filings, dossiers, copyrights, industrial designs, trade secrets, know-how, ongoing research projects, data, formulations, technology, methodology, manufacturing procedures and techniques, test procedures, brand names, trade names and domain names, and all other interests in connection with or relating to and product registrations, applications and authorisations for product registrations and all other interests exclusively relating to the SGST, CGST and IGST, Good Manufacturing Practice Certificates, Abbreviated New Drug Applications approved by the U.S. Food and Drug Administration and others including Certificate of Suitability (COS), WHO-GMP US FDA EIR, Certificate of Suitability (CEP) shall, under the provisions of Sections 230 to 232 of the Act, and pursuant to the order of the NCLT, sanctioning this Scheme and without further act, instrument or deed, but subject to the charges affecting the same as on the Effective Date, be transferred and/or deemed to be transferred to and vested in the Transferee Company, so as to become the properties, assets, rights, business, certificates and mited

Undertaking of the Transferee Company.

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4.3. Transfer of Assets:

4.3.1. Without prejudice to the generality of Clause 4.1 and 4.2 above, upon the coming into effect of this Scheme and with effect from the Appointed Date:
All the assets and properties comprised in the Undertaking(s) of whatsoever $4.3.1.1.$ nature and wheresoever situated, shall, under the provisions of Sections 230 to 232 and all other applicable provisions, if any of the Act, without any further act or deed, be and stand transferred to and vested in the Transferee Company or be deemed to be transferred to and vested in the Transferee Company as a going concern so as to become the assets and properties of the Transferee Company. The assets of Transferor Companies, including immovable properties, shall transfer to Transferee Company without any further act or deed.
Without prejudice to the provisions of Clause 4.3.1.1. above, in respect of such $4.3.1.2.$ of the assets and properties of the Undertakings as are movable in nature or incorporeal property or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same shall be so transferred by the Transferor Companies and shall, upon such transfer, become the assets and properties of the Transferee Company as an integral part of the Undertakings, without requiring any separate deed or instrument or conveyance for the same.
In respect of movables other than those dealt with in Clause 4.3.1.2 above $4.3.1.3.$ including sundry debts, receivables, insurance claims, bills, credits, loans and advances of the Undertaking, if any, whether recoverable in cash or in kind or for value to be received, bank balances, investments, earnest money and deposits with any Governmental Authority or with any company or other person, the same shall on and from the Appointed Date stand transferred to and vested in the Transferee Company.
All interests of the Transferor Companies in their respective subsidiaries as on $4.3.1.4.$ the Appointed Date will become the interests and subsidiaries of the Transferee Company.

All the licenses, permits, quotas, approvals, permissions, registrations, $4.3.1.5.$ incentives, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Transferor Companies and all rights and benefits that have accrued or which may accrue to the Transferor Companies, whether before or after the Appointed Date; shall, under the provisions of Sections 230 to 232 and all other applicable

ने विधी

JMHAS BE

Page 13 of 30

provisions, if any, of the Act, without any further act, instrument or deed, cost or charge be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferce Company so as to become as and from the Appointed Date licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferce Company and shall remain valid, effective and enforceable on the same terms and conditions.

4.3.2. The Transferor Companies shall, if so required, also give notice in such form as it may deem fit and proper to the debtors/vendors, that pursuant to the sanction of this Scheme by NCLT, under and in accordance with Sections 230 and 232 and all other applicable provisions, if any, of the Act, the said debtors/vendors should pay to the Transferee Company the debt, loan or advance or make the same on account of the Transferor Companies and the right of the Transferor Companies to recover or realize the same stands extinguished.
4.3.3. All assets and properties of the Transferor Companies as on the Appointed Date, whether or not included in the books of the Transferor Companies, and all assets and properties which are acquired by the Transferor Companies on or after the Appointed Date but prior to the Effective Date, shall be deemed to be and shall become the assets and properties of the Transferee Company, and shall under the provisions of Sections 230 to 232 and all other applicable provisions, if any, of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company upon the coming into effect of this Scheme. Provided however that no onerous assets shall have been acquired by the Transferor Companies after the Appointed Date without the consent of the Transferee Company as provided for in this Scheme.
4.4. Transfer of Liabilities:
4.4.1. Upon the coming into effect of this Scheme and with effect from the Appointed

Date, all liabilities relating to and comprised in the Undertakings including all secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations and undertakings of the Transferor Companies of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its buliness activities and operations (herein referred to as the "Liabilities"), shall, pursuant the sanction of this Scheme by the NCLT under and in accordance with other provisions of Sections 230 to 232 and other applicable provisions, if anywer chez

miled Page 14 of 30

without any further act, instrument, deed, matter or thing, be transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, along with any charge, encumbrance, lien or security thereon, and the same shall be assumed by the Transferee Company to the extent they are outstanding as on the Effective Date so as to become as and from the Appointed Date the liabilities of the Transferee Company on the same terms and conditions as were applicable to the Transferor Companies, and the Transferee Company shall meet, discharge and satisfy the same and, further, 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 Liabilities have arisen in order to give effect to the provisions of this Clause.

4.4.2. All debts, liabilities, duties and obligations of the Undertakings as on the Appointed Date, whether or not provided in the books of the Transferor Companies, and all debts and loans raised, and duties, liabilities and obligations incurred or which arise or accrue to the Undertakings on or after the Appointed Date till the Effective Date, shall be deemed to be and shall become the debts, loans raised, duties, liabilities and obligations incurred by the Transferee Company by virtue of this Scheme.
4.4.3. Where any such debts, loans raised, liabilities, duties and obligations of the Undertakings as on the Appointed Date have been discharged or satisfied by the Transferor Companies after the Appointed Date and prior to the Effective Date, such discharge or satisfaction shall be deemed to be for and on account of the Transferee Company.
4.4.4. Loans, advances and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between the Undertaking and the Transferee Company shall, ipso facto, stand discharged and come to an end and there shall be no liability in that behalf on any party and appropriate effect shall be given in the books of accounts and records of the Transferee Company.

4.5.1. The transfer and vesting of the assets comprised in the Undertaking to and in the Transferee Company under Clauses 4.1, 4.2 and 4.3 of this Scheme shall be subject to the mortgages and charges, if any, affecting the same, as and to the hereinafter provided.

4.5.2. All the existing securities, mortgages, charges, encumbrances "Encumbrances"), if any, as on the Appointed Date and created by the Transfer

and silver

Page 15 of 30

dien:

Companies after the Appointed Date, over the assets comprised in the Undertakings or any part thereof transferred to the Transferee Company by virtue of this Scheme and in so far as such Encumbrances secure or relate to liabilities of the Transferor Companies, the same shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Effective Date and as are transferred to the Transferee Company, and such Encumbrances shall not relate or attach to any of the other assets of the Transferee Company, provided however that no Encumbrances shall have been created by the Transferor Companies over its assets after the Appointed Date without the consent of the Transferee Company as provided for in this Scheme.

4.5.3. The existing Encumbrances over the assets and properties of the Transferee

Company or any part thereof which relate to the liabilities and obligations of the Transferee Company prior to the Effective Date shall continue to relate only to such assets and properties and shall not extend or attach to any of the assets and properties of the Undertaking transferred to and vested in the Transferee Company by virtue of this Scheme.
4.5.4. Any reference in any security documents or arrangements (to which the Transferor Companies area party) to the Transferor Companies and its assets and properties, shall be construed as a reference to the Transferee Company and the assets and properties of the Transferor Companies transferred to the Transferee Company by virtue of this Scheme. Without prejudice to the foregoing provisions, the Transferor Companies and the Transferee Company may execute any instruments or documents or do all the acts and deeds as may be considered appropriate, including the filing of necessary particulars and/or modification(s) of charge(s), with the Registrar of Companies to give formal effect to the above provisions, if required.
4.5.5. Upon the coming into effect of this Scheme, the Transferee Company alone shall be liable to perform all obligations in respect of the Liabilities of Transferor Companies, which have been transferred to it in terms of the Scheme.
4.5.6.1t is expressly provided that, no other term or condition of the Liabilities transferred to the Transferee Company is modified by virtue of this Scheme except to the extent that such amendment is required statutorily or by necessary implication.
4.5.7. The provisions of this Clause 4.5 shall operate in accordance with the terms of the Scheme, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; all of which instruments, deeds or writings shall be deemed to stand modified and/or superseded by the foregoing provisions.

4.6. Inter - se Transactions:

Without prejudice to the provisions of Clauses 4.1 to 4.5, with effect from the Appointed Date, all inter-se transactions between the Transferor Companies and the Transfered

न्मनी विधी आह

$\sqrt{2} = \pi$ UMBAI BE

Page 16-of 30

Company shall be considered as intra-se transactions for all purposes. Further, it is clarified that any taxes in the form of income-tax, goods and service tax, service tax, works contract tax, value added tax etc paid on account of such transactions, shall be deemed to have been paid by or on behalf of the Transferee Company and on its own account and therefore, the Transferee Company will be eligible to claim the credit / refund of the same and is also entitled to revise its return to give effect to the same.

CONTRACTS, DEEDS, ETC. 5.

5.1. Upon the coming into effect of this Scheme and subject to the provisions of this Scheme. all contracts, deeds, bonds, agreements, schemes, arrangements, assurances and other instruments of whatsoever nature to which the Transferor Companies is a party or to the benefit of which the Transferor Companies may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect by, for or against or in favour of, as the case may be, the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obligee or obligor thereto or thereunder.
5.2. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Undertaking occurs by virtue of this Scheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or arrangements with any party to any contract or arrangement to which the Transferor Companies is a party or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Companies from the Appointed Date and upto the Effective Date and, thereafter, for such period as may be decided by the Board of the Transferee Company to give effect to the Scheme.

5.3. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme, all consents, permissions, licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Companies shall without any further act or deed, stand transferred to the Transferee Company, as if the same were originally given by, issued to or executed in favour of the Transferce Company, and the Transferce Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to the Transferee Company. The Transferee Company shall receive relevant approvals from the concerned Governmental Authorities

as may be necessary in this behalf

STATISTICS

UMBALBEN

TRIPUS

Page 17 of 30

LEGAL PROCEEDINGS $6.$

On and from the Appointed Date, all suits, actions, claims and legal proceedings by or against the Transferor Companies pending and/or arising on or before the Effective Date shall be continued and / or enforced as desired by the Transferee Company and on and from the Effective Date, shall be continued and/or enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the same had been originally instituted and/or pending and/or arising by or against the Transferee Company. On and from the Effective Date, the Transferee Company shall have the right to initiate, defend, compromise or otherwise deal with any legal proceedings relating to the Undertaking, in the same manner and to the same extent as would or might have been initiated by the Transferor Companies as the case may be, had the Scheme not been made. If any suit, appeal or other proceedings relating to the Undertakings, of whatever nature by or against the Transferor Companies be pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of the amalgamation of the Undertaking or by anything contained in this Scheme but the proceedings maybe continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Companies as if this Scheme had not been made.

CONDUCT OF BUSINESS $\overline{7}$ .

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

7.1.1. The Transferor Companies shall carry on and shall be deemed to have carried on all its business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking on account of, and for the benefit of and in trust for, the Transferee Company.
7.1.2. All the profits or income accruing or arising to the Transferor Companies, and all expenditure or losses arising or incurred (including all taxes, if any, paid or accruing in respect of any profits and income) by the Transferor Companies shall, for all purposes, be treated and be deemed to be and accrue as the profits or income or as the case may be, expenditure or losses (including taxes) of the Transferee Company.
7.1.3. Any of the rights, powers, authorities and privileges attached or related or pertaining to and exercised by or available to the Transferor Companies shall be deemed to have been exercised by the Transferor Companies for and on behalf of and as agent for the Transferee Company. Similarly, any of the obligations, duties and commitments attached, related or pertaining to the Undertaking that have been undertaken or discharged by the Transferor Companies shall be deemed to have been undertaken or discharged for and on behalf of and as agent for the Transferee

Company.

क्रमनी विधी

COMPANY LAW TRIBE

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UMBAJ BE

31/Eras

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Page 18 of 30

7.2. With effect from the date of approval of this Scheme by the Board of the respective companies and up to and including the Effective Date:
7.2.1. The Transferor Companies shall preserve and carry on their business and activities with reasonable diligence and business prudence and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts nor incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of comfort or commitments either for itself or on behalf of its group Company or any third party or sell, transfer, alienate, charge, mortgage or encumber or deal with the Undertakings or any part thereof save and except in each case in the following circumstances:
- if the same is in its ordinary course of business as carried on by it as on the $7.2.1.1.$ date of filing this Scheme with NCLT; or
- if the same is permitted by this Scheme; or $7.2.1.2.$
- if consent of the Board of Directors of the Transferee Company has been $72.13.$ obtained.
- 7.2.2. The Transferor Companies shall not take, enter into, perform or undertake, as applicable (i) any material decision in relation to its business and operations other than decisions already taken prior to approval of the Scheme by the Board of Directors of the Transferor Companies (ii) any agreement or transaction; and (iii) any new business, or discontinue any existing business or change the capacity of facilities; (iv) such other matters as the Transferee Company may notify from time to time save and except in each case in the following circumstances:
- if the same is in its ordinary course of business as carried on by it as on the $7.2.2.1.$ date of filing this Scheme with NCLT; or
- if the same is permitted by this Scheme; or $7.2.2.2.$
- if consent of the Board of Directors of the Transferee Company has been $7.2.2.3.$ obtained.

STAFF WORKMEN AND EMPLOYEES 8.

Upon the coming into effect of this Scheme:

8.1. All the permanent employees of the Transferor Companies who are in its employment as on the Effective Date shall become the permanent employees of the Transferee Company with effect from the Effective Date without any break or interruption in service and on जनी विधी आहे terms and conditions as to employment and remuneration not less favourable than those on which they are engaged or employed by the Transferor Companies. It is clarified that the employees of the Transferor Companies who become employees of the Transferee Company by virtue of this Scheme, shall not be entitled to the employment policies and shall not be entitled to avail of any schemes and benefits that may be applicable and

प इं न्याय⁶¹ UMBALBE

Rage 19 of 30

available to any of the employees of the Transferee Company (including the benefits of or under any employee stock option schemes applicable to or covering all or any of the employees of the Transferee Company), unless otherwise determined by the Board of Directors of the Transferee Company. The Transferee Company undertakes to continue to abide by any agreement/ settlement, if any, validly entered into by the Transferor Companies with any union/employee of the Transferor Companies (as may be recognized by the Transferor Companies).

8.2. The existing provident fund, gratuity fund and pension and/or superannuation fund or trusts or retirement funds or benefits created by the Transferor Companies or any other special funds created or existing for the benefit of the concerned permanent employees of the Transferor Companies (collectively referred to as the "Funds") and the investments made out of such Funds shall, at an appropriate stage, be transferred to the Transferee Company to be held for the benefit of the concerned employees. The Funds shall, subject to the necessary approvals and permission and at the discretion of the Transferee Company, either be continued as separate funds of the Transferee Company for the benefit of the employees of the Transferor Companies or be transferred to and merged with other similar funds of the Transferee Company. In the event that the Transferee Company does not have its own fund with respect to any such Funds, the Transferee Company may, subject to necessary approvals and permissions, continue to maintain the existing Funds separately and contribute thereto, until such time as the Transferee Company creates its own funds at which time the Funds and the investments and contributions pertaining to the employees of the Transferor Companies shall be transferred to such funds of the Transferee Company.

PART III

INCREASE IN AUTHORIZED SHARE CAPITAL OF TRANSFEREE $Q$ COMPANY

9.1. Upon the Scheme coming into effect, the authorised share capital of the Transferor Companies (i.e. INR 60,00,000/- (Rupees Sixty Lacs) shall be added to that of the Transferee Company and in the Memorandum of Association and Articles of Association Transferee Company, it shall be automatically stand enhanced without any further act, instrument or deed on the part of the Transferee Company, including payment of stamp duty and fees payable to Registrar of Companies and the Memorandum of Association and Articles of Association of the Transferee Company (relating to the authorized share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deepped to be sufficient for the purposes of effecting this amendment and no further resolution(y) under a sections 13, 14, 61 and 64 of the Companies Act, 2013 or any other applical exploristions

of the Companies Act 2013, would be required to be separately passed. For this

Page 20 of 30

the filing fees and stamp duty already paid by the Transferor Companies on the authorised share capital shall be utilized and applied to the increased share capital of the Transferee Company and shall be deemed to have been so paid by the Transferee Company on such combined authorised share capital and accordingly, the Transferee Company shall not be required to pay any fees / stamp duty on the authorised share capital so increased.

9.2. The capital clause being Clause V of the Memorandum of Association of the Transferee Company shall on the Effective Date stand substituted to read as follows:

"The Authorised Share Capital of the Company is Rs. 57,60,00,000/- (Rupees Fifty Seven Crores Sixty Lacs Only) divided into 57,60,00,000 (Fifty Seven Crores Sixty Lacs) Equity Shares of Re. 1/- (Rupee One) each with power to increase or decrease the capital and divide the shares in capital for the time being into several classes and to attach thereto respectively such ordinary, preferential shares, qualified or special rights or privileges and contractons in such manner as may for the time being, provided by the regulations of the Company and as permissible under the statutory provisions in force."

CANCELLATION OF SHARES OF THE TRANSFEROR COMPANY(IES) 10

10.1. In light of the fact that upon the amalgamation of Transferor Companies into Transferee Company, since each of Transferor Companies would qualify as a wholly owned subsidiary of Transferee Company, there will be no consideration whether in the form of issues of shares or otherwise that would be applicable or be paid as a result of the amalgamation of Transferor Companies with Transferee Company.
10.2. Upon the Scheme becoming finally effective, in consideration of the transfer and vesting of the Transferor companies in the Transferee Company in terms of the Scheme, the Transferor Companies and the Transferee Company shall subject to the provisions of the Scheme and without any further application, act or deed, cancel the issued and paid up capital of the Transferor Companies held by the Transferee Company.
10.3. Upon this Scheme becoming effective, the Shares held by the Transferor Companies and the Transferee Company, inter se, in each other and amongst Transferor Companies shall be cancelled and no shares will be issued against them. It shall be deemed that the provisions of Sections 66 of the Companies Act 2013 (Act) and/or any other applicable provisions of the Act, rules and regulations framed there under have been complied with. 10.4. The Share Certificates in relation to the shares held by the Equity Shareholders of the AT THE TRAIN SHEATER

Transferor Companies whose names are recorded in the Register of Members of the Transferor Companies on the Record Date, fixed by the Board of Directors of the Transferee Company, shall be deemed to have been automatically cancelled and ba-of no effect on and from such Record Date, without any further act, instrument or deed? $\mathbb{C}$

$\overline{P}$

REAUX

$348 = 2121$ MIMBALBENCY

$BJ00$

嚁

Page

10.5. As both the Transferor Companies are wholly owned subsidiary of the Transferee Company, no Shares of Transferee Company will be issued to any Shareholder, including Nominee Shareholder(s), of Transferor Companies.

PART IV ACCOUNTING TREATMENT

ACCOUNTING TREATMENT IN THE BOOKS OF ACCOUNT OF 11. TRANSFEREE COMPANY

The Transferee Company shall account for amalgamation in accordance with Indian Accounting Standard ("IND AS") 103 - "Business Combinations" prescribed under Section 133 of the Act and other generally accepted accounting principles in India.

The Transferee Company shall account for the transfer and vesting of the Assets and Liabilities of the Undertakings of Transferor Companies in its books of accounts as per the "Pooling of Interest" method prescribed under Appendix C to Indian Accounting Standard - 103 - "Business Combinations" prescribed under Section 133 of the Act read with the relevant rules issued there under and other generally accepted accounting principles in India as under:

The Transferee Company shall, record all the assets and liabilities of the Undertakings vested in it pursuant to this Scheme at the respective carrying amounts. The financial information in the financial statements of the Transferee Company, to be prepared after the amalgamation, in respect of prior periods will be restated to include the financial information of the Transferor Companies as if the business combination had occurred from the beginning of the preceding period in the financial statements.
The identity of the reserves standing in the books of account of the Transferor Companies shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form, as they appeared in the financial statements of the Transferor Companies.
The balance of the retained earnings in the books of account of the Transferor Companies shall be aggregated with the corresponding balance of retained earnings of the Transferee Company.

As stated in Clause 10 above, no new shares will be issued or allotted by the Transferee Company, pursuant to this scheme, to the extent of paid up equity share of the Transferor Companies held by the Transferee Company, and the investments in the shares of the Transferor Companies appearing, inter alia, in the books of account of the Transferee Company shall stand cancelled. The inter-company deposits, loans & advances and other balances if any, in the books of the account of the Transferee Company and the Transferor Companies single stand distharged and

THI FANT SHEEP

ਵੱਟੋ ਤੁਸੀਂ WMBALBE

Page 22.of 30

come to an end and the same shall be eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company.

In case there is any difference in the accounting policies adopted by the Transferor Companies and the Transferee Company, the accounting policies followed by the Transferee Company will prevail and the difference will be quantified and adjusted in accordance with the Indian Accounting Standards.
In addition, the Transferee Company shall pass such accounting entries, as may be necessary, in connection with this Scheme to comply with any of the applicable Indian Accounting Standards and other generally accepted accounting principles in India.

TAX BENEFITS AND OBLIGATIONS

12.1. The amalgamation of the Transferor Companies with the Transferee Company in terms of this Scheme shall take place with effect from the Appointed Date and shall be in accordance with the provisions of Sections 2(1B), 47, 72A and 79and any other application provisions of the IT Act.
12.2. Upon the Scheme becoming effective, all Taxes payable by, or refundable to, the Transferor Companies, including any refunds, claims or credits (including credits for income Tax, withholding Tax, advance Tax, self-assessment Tax, minimum alternate Tax, CENVAT credit, goods and services Tax credits, other indirect Tax credits and other Tax receivables) shall be treated as the Tax liability, refunds, claims, or credits, as the case may be, of the Transferee Company, and any Tax incentives, benefits (including claims for unabsorbed Tax losses and unabsorbed Tax depreciation), advantages, privileges, exemptions, credits, Tax holidays, remissions or reductions, which would have been available to the Transferor Companies, shall be available to the Transferee Company, and following the Effective Date, the Transferee Company shall be entitled to initiate, raise, add or modify any claims in relation to such Taxes on behalf of the Transferor Companies.
12.3. The provisions of this Scheme as they relate to the amalgamation of the Transferor Companies into and with the Transferee Company have been drawn up to comply with the conditions relating to "amalgamation" as defined under Section 2(1B) of the IT Act. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section of the IT Act, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the IT Act, shall prevail and the provisions of this Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the IT Act. Such modification will, however, not affect the other parts of the Scheme. श्किई न्याय की

12.4. Any tax liabilities under the IT Act, Wealth Tax Act, 1957, Customs Act, 1962, Goods and Services Tax Act, 2017, any other Tax laws, service tax, luxury tax, entry tax or other as "Tax Laws") dealing. applicable laws/regulations (hereinafter in this Clause referred to

जनी विधी

NABALBEN

BJOGE

Page 23 of 30

with taxes/ duties/ levies allocable or related to the business of the Transferor Companies to the extent not provided for or covered by tax provision in the accounts made as on the date immediately preceding the Appointed Date shall be transferred to Transferee Company.

12.5. All taxes (including income tax, wealth tax, sales tax, customs dury, SGST, CGST and IGST, entry tax, luxury tax etc.) paid or payable by the Transferor Companies in respect of the operations and/or the profits of the business on and from the Appointed Date, shall be on account of the Transferee Company and, insofar as it relates to the tax payment (including without limitation income tax, wealth tax, sales tax, customs duty, SGST, CGST and IGST, entry tax, luxury tax, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Companies in respect of the profits or activities or operation of the business on and from the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company, and shall, in all proceedings, be dealt with accordingly.
12.6. Any refund under the Tax Laws due to the Transferor Companies consequent to the assessments made on Transferor Companies and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company.
12.7. Without prejudice to the generality of the above, all benefits including under the income tax (including benefits available to SEZ units u/s 10AA of the IT Act, MAT credit and TDS credit), sales tax, excise duty, entry tax law, customs duty, service tax, luxury tax, VAT, SGST, CGST and IGST, etc., to which the Transferor Companies is entitled to in terms of the applicable Tax Laws of the Union and State Governments, shall be available to and vest in the Transferee Company.

DECLARATION OF DIVIDEND 13.

13.1. During the period between the Appointed Date and up to and including the Effective Date, the Transferor Companies shall not declare any dividend without the prior written consent of the Board of Directors of the Transferee Company.
13.2. The Transferor Companies and Transferee Company shall be entitled to declare and pay dividends only out of distributable profits or any other manner as permitted under the Act, earned by respective companies during the relevant financial year and shall not transfer any amount from the reserves for the purposes of payment of dividend. The dividend shall be declared by the companies only by mutual agreement between the Board of Directors of the Companies.
13.3. The holders of shares of the Transferor Companies and the Transferee Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective article of association including the right to receive dividends from

ಲ್

Page 24 of 30

the respective companies, of which they are members till the date, this Scheme finally takes effect i.e. the Effective Date.

13.4. It is clarified, however that the aforesaid provisions in respect of declarations of dividend are enabling provisions only and shall not be deemed to confer any right on any member of the Transferor Companies or Transferee Company to demand or claim or be entitled to any dividend which subject to the provisions of the said Act, shall be entirely on the discretion of the Board of Directors and the approval of the shareholders of the respective companies.

POWER TO GIVE EFFECT TO THIS PART 14.

14.1. The Transferee Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite arrangements, confirmations or novations, to which the Transferor Companies will, if necessary, also be party in order to give formal effect to the provisions of this Scheme, if so required. Further, the Transferee Company shall be deemed to be authorised to execute any such deeds, writings or confirmations on behalf of the Transferor Companies and to implement or carry out all formalities required on the part of the Transferor Companies to give effect to the provisions of this Scheme.
14.2. Upon coming into effect of the Scheme, the Transferee Company and/or die Transferor Companies shall, with reasonable dispatch / time lines apply for transition of all licenses and statutory registrations of the Transferee Company including but not limited to product registrations (including applications and authorizations for product registrations), manufacturing licenses, insurance policies, product permissions, certificates, market authorizations, regulatory agencies approvals, filings, dossiers (including experience and prequalification submissions), industrial licences, municipal permissions, approvals, consent, permits, quotas, registration with Food and Drug Administrations of various states/countries, incentives, subsidies and recognitions. The period between the Effective Date and the last date on which the transfer of all such aforementioned line uses and statutory registrations have occurred is hereinafter referred to as "Transitory Period". During the Transition Period the Transferee Company, may procure or use or manufacture or sell, all materials and products under the respective country registrations including the packing material, art work, label, goods, cartons, stickers, wrappers, labels, STATE FORT STREET containers, point of sale material, signboard, samples, closures, publicity materials in the name and form/format of the Transferor Companies under any license and/or statutory registration, if any, while conducting the business of the Undertakings, with a view to avoid any disruption of business, to ensure continuity of operations and uninterrupted supply of the registered products for domestic and export purposes.

14.3. Even after the Scheme becomes operative, the Transferee Company shall operate all Bank Accounts and use all bank guarantees and letter per redibig Transferor Companies, relating to the Undertakings and release all montes

$195 - 411$

MIMBAIRE

Page 25 of 30

÷.

and enforce all subsisting contracts and transactions in respect of the Transferor Companies in the name of Transferor Companies in so far as may be necessary, till the transfer of rights and obligations of the Transferor Companies to the Transferee Company until this Scheme is formally accepted by the all the parties concerned.

PART V

DISSOLUTION OF TRANSFEROR COMPANIES AND GENERALTERMSAND CONDITIONS

DISSOLUTION OF TRANSFEROR COMPANIES 15.

On the coming into effect of this Scheme, the Transferor Companies shall stand dissolved without winding-up, and the Board of Directors and any committees thereof of the Transferor Companies shall without any further act, instrument or deed be and stand dissolved.

VALIDITY OF EXISTING RESOLUTIONS, ETC. 16.

Upon the coming into effect of this Scheme, the resolutions, if any, of the Transferor Companies, which are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolutions of the Transferee Company and if any such resolutions have any monetary limits approved under the provisions of the Act, or any other applicable statutory provisions, then the said limits shall be added to the limits, if any, under like resolutions passed by the Transferce Company and shall constitute the aggregate of the said limits in the Transferee Company.

MODIFICATION OF SCHEME 17.

17.1. Subject to approval of NCLT, the Transferor Companies and the Transferee Company by their respective Board of Directors or any director/executives or any committee authorised in that behalf (herein after referred to as the "Delegate") may assent to, or make, from time to time, any modification(s) or addition(s) to this Scheme which NCLT or any authorities under law may deem fit to approve of or may impose and which the Board of Directors of the Transferor Companies and the Transferee Company may in their discretion accept, or such modification(s) or addition(s) as the Board of Directors of the Transferor Companies and the Transferee Company or as the case may be, their respective Delegate may deem fit, or required for the purpose of resolving any doubts or difficulties that may arise in carrying out this Scheme.

17.2. The Transferor Companies and the Transferee Company by their respective Boards of Directors or Delegates are authorised to do and execute all acts, deeds, matters had-gifting necessary for bringing this Scheme into effect or review the position eetri dunit
st da 1997 ĥg à.

अभी विधी

$s = \sqrt{c}$ MAI BEN

$88110$

$\rightarrow$ 6

age 26 of 3

satisfaction of the conditions of this Scheme and if necessary, waive any of such conditions (to the extent permissible under law) for bringing this Scheme into effect, and/or give such consents as may be required in terms of this Scheme. In the event that any conditions are imposed by NCLT or any Governmental Authorities, which the Board of Directors of the Transferor Companies or the Transferee Company find unacceptable for any reason, then the Transferor Companies and the Transferee Company shall be at liberty to withdraw the Scheme.

17:3. For the purpose of giving effect to this Scheme or to any modification(s) thereof or addition(s) thereto, the Delegates (acting jointly) of the Transferor Companies and Transferee Company may give and are authorised to determine and give all such directions as are necessary for settling or removing any question of doubt or difficulty that may arise under this Scheme or in regard to the meaning or interpretation of any provision of this Scheme or implementation thereof or in any matter whatsoever connected therewith (including any question or difficulty arising in connection with any deceased or insolvent shareholders or depositors, if any of the Transferor Companies) or to review the position relating to the satisfaction of various conditions of this Scheme and if necessary, to waive any such conditions (to the extent permissible in law) and such determination or directions or waiver, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme. For the avoidance of doubt, it is clarified that where this Scheme requires the approval of the Board of Directors of the Transferor Companies or the Transferee Company to be obtained for any matter, the same may be given through their Delegates.

FILING OF APPLICATIONS 18.

The Transferor Companies and the Transferee Company shall use their best efforts to make and file all applications and petitions under Sections 230 to 232and other applicable provisions of the Act, before the respective NCLT having jurisdiction for sanction of this Scheme under the provisions of law and shall apply for such approvals as may be required under law.

The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to any Governmental Authority, if required, under any law for such consents and

approvals which the Transferee Company may require to own the Undertakings and to

APPROVALS 19.

carry on the business of the Transferor Companies.

Rage 27

SCHEME CONDITIONAL UPON SANCTIONS, ETC. $20 -$

This Scheme is conditional upon and subject to:

20.1. The Scheme being approved by the requisite majority of the respective classes of shareholders and/or creditors, as applicable, of the Transferor Companies and of the Transferee Company as required under the Act applicable, and the requisite order of being obtained or dispensation having been received from the NCLT in relation to obtaining such consent from the shareholders and/or creditors, as applicable;
20.2. Such other approvals and sanctions including sanction of any statutory authority, as may be required by law or contract in respect of the Scheme;
20.3. The draft Scheme being filed with the Stock exchange for disclosure purposes. Para 7 of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 provide that the company shall file the draft scheme with Stock Exchanges for the purpose of disclosures;
20.4. The NCLT having accorded sanction to the Scheme and if any modifications have been prescribed the same being acceptable to the Transferor Companies and the Transferee Company; and
20.5. Such certified / authenticated copy of the order of the NCLT being filed with the Registrar of Companies.

EFFECT OF NON-RECEIPT OF APPROVALS/SANCTIONS $21.$

21.1. In case the Scheme is not approved by the NCLT or any of the approvals or conditions enumerated in the Scheme have not been obtained or complied with, or for any other reason, if this Scheme cannot be implemented, then the Board of directors of the Transferor Companies and the Transferee Company shall mutually waive such conditions as they consider appropriate to give effect, as far as possible, to this Scheme and failing such mutual agreement, the Scheme shall become null and void and each party shall bear their respective costs, charges and expenses in connection with this Scheme.
21.2. If any part of this Scheme hereof is invalid, held illegal by any court and/or tribunal and/or statutory authority of competent jurisdiction, or unenforceable under any present or future laws, then it is the intention of the parties that such part shall be severable from the remainder 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 modification in the Scheme, as will best preserve for the parties the benefits and obligations of the Scheme, including but not limited

Page 28 of 30

PROCEDURAL FORMALITIES POST SANCTION OF THE SCHEME $22.$ BUSINESS CONTINUITY

The amalgamated/Transferee Company shall, at any time after the coming into effect $22.1.$ of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute deeds of confirmation or novation or other writings or arrangements with any party to any contract or arrangement in relation to which the amalgamating/Transferor Companies has been a party, in order to give formal effect to the above provisions. The amalgamated/ Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized as a constituted attorney to execute any such deeds, writings, documents, receipts and discharges on behalf of the Transferor Companies and to carry out or perform all such formalities or compliances referred to in this Scheme on the part of and for and behalf of the Transferor Companies as if the Transferor Companies has not been dissolved without being wound-up.

Upon the Scheme becoming effective, for statistical purposes only and without any $22.2.$ separate deed, instrument or writing, the Transferor Companies and/or the amalgamated/Transferee Company shall, if required, simultaneously with the amendment in the register of charges and file particulars of the modified charge with the concerned Registrar of Companies. Any documentation subsequently entered into with the term lenders or the working capital lenders of the Transferor Companies and the amalgamated/Transferee Company, shall be for the sake of convenience and record only and to reflect the changes in the security pursuant to the Scheme and there shall be no break in the continuity of such charge and the same shall relate back to the date of its creation thereof in the Transferor Companies.

22.3. Upon the Scheme becoming effective, all statutory permissions, licenses, approvals, consents, privileges, benefits and benefits of filings and all other incorporeal rights emanating from such licenses (together the "Licenses", for the purpose of this Clause) relating to the Transferor Companies, shall stand transferred to and vested in the amalgamated/Transferee Company without any further act, instrument or deed, as more particularly provided hereinabove. Notwithstanding such transfer /vesting of the Licenses, if any application is required for the statistical record of the statutory authorities to implement the transfer and vesting of the Licenses, as provided hereinabove, the amalgamated/Transferee Company shall facilitate the statutory authorities by filing such applications, which shall be granted /approved in favour of the amalgamated/Transferee Company based on the sanction order of the Scheme by the NCLT.

$22.4.$

कम्पनी विधी उ

Upon the Scheme becoming effective, the Transferee Company is expressly entitled and authorized under the Scheme by the Transferor Companies to revise/its direct or indirect tax returns and related withholding certificates and shall be entitled to claim

Page 29 of 30

refund, advance tax credits including MAT credit, CENVAT credit, pertaining to the 'Transferor Companies, if any.

From the Effective Date, all bank accounts of the Transferor Companies shall be $22.5.$ permitted to be continued with the same balances as of the Effective Date in the name of the amalgamated /Transferee Company and for statistical record the amalgamated/Transferee Company shall be permitted to file names and particulars of the new authorised signatories for withdrawals and/ or deposits/ credits in such bank accounts and the relevant bank accounts shall be reconstituted accordingly. the
The powers and authorization granted to and to be exercised by amalgamated/Transferee Company in terms of Clauses 22.1 to 22.5 herein are with the $22.6.$ aim and intent that the business and operations relating to the Undertaking transferred herein of the Transferor Companies even after the Effective Date are transitioned and continue on a "Going Concern Basis" without any interruption or break in continuity.

SAVING OF CONCLUDED TRANSACTIONS 23.

Subject to the terms of this Scheme, the transfer and vesting of the Undertaking of the Transferor Companies under Clause 4 of this Scheme shall not affect any transactions or proceedings already concluded by the Transferor Companies on or before the Appointed Date or concluded after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things made, done and executed by the Transferor Companies as acts, deeds and things made, done and executed by or on behalf of the Transferee Company.

COSTS, CHARGES AND EXPENSES 24.

All costs, charges and expenses of or payable by each of the Transferor Companies and the Transferee Company in relation to or in connection with this Scheme and incidental to the completion of the amalgamation of the Transferor Companies and the Transferee Company in pursuance of this on the Order of the NCLT, if any, shall be 24.1. borne and paid by the Transferor Companies till the Effective Date; and 24.2. borne and paid by the Transferee Company after the Effective Date.

ATAURANYA

Page 30 of 30 FLAIRE

Certified True Copy_ Date of Application 01/05/2023 Number of Pages_ BO Fee Paid Rs... 2223 Applicant called for collection copy on 04 $\sigma$ Copy prepared on. L $O₄$ $22$ Copy Issued on __ 10

Deputy Registrar National Company Law Tribunal, Mumbal Bench

AI assistant

Ipca Laboratories Ltd. — M&A Activity 2023

61700_rns_2023-05-11_55a4e90a-487a-492f-bb07-87143cdc99df.pdf

THRU ONLINE FILING

NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT III

ORDER

C.P.(CAA)/10/MB/2023

BENCH, AT MUMBAI, COURT III

AND

AND

WITH

RAMDEV CHEMICAL PRIVATE LIMITED

AND

TONIRA EXPORTS LIMITED

WITH

IPCA LABORATORIES LIMITED

Coram:

ORDER

C.P. (CAA) 10/MB/2023

C.P. (CAA) 10/MB/2023

C.P. (CAA) $10/MB/2023$ INC.A. (CAA) $/237/MB/2022$

C.P. (CAA) 10/MB/2023

AND

IPCA LABORATORIES LIMITED

("TRANSFEREE COMPANY")

AND

THEIR RESPECTIVE SHAREHOLDERS

GENERAL

Rationale for the Scheme

D. Parts of the Scheme:

PARTI

DEFINITIONS AND SHARE CAPITAL

DEFINITIONS $\mathbf{1}$

SHARE CAPITAL $\overline{2}$ .

2.1. Transferor Company No.1:

2.3. Transferee Company:

DATE OF TAKING EFFECT AND OPERATIVE DATE 3.

PART II

TRANSFER AND VESTING OF UNDERTAKING

TRANSFER OF UNDERTAKING $\ddot{4}$ .

4.3. Transfer of Assets:

CONTRACTS, DEEDS, ETC. 5.

LEGAL PROCEEDINGS $6.$

CONDUCT OF BUSINESS $\overline{7}$ .

STAFF WORKMEN AND EMPLOYEES 8.

PART III

INCREASE IN AUTHORIZED SHARE CAPITAL OF TRANSFEREE $Q$ COMPANY

CANCELLATION OF SHARES OF THE TRANSFEROR COMPANY(IES) 10

PART IV ACCOUNTING TREATMENT

ACCOUNTING TREATMENT IN THE BOOKS OF ACCOUNT OF 11. TRANSFEREE COMPANY

TAX BENEFITS AND OBLIGATIONS

DECLARATION OF DIVIDEND 13.

POWER TO GIVE EFFECT TO THIS PART 14.

PART V

DISSOLUTION OF TRANSFEROR COMPANIES AND GENERALTERMSAND CONDITIONS

DISSOLUTION OF TRANSFEROR COMPANIES 15.

VALIDITY OF EXISTING RESOLUTIONS, ETC. 16.

MODIFICATION OF SCHEME 17.

FILING OF APPLICATIONS 18.

APPROVALS 19.

SCHEME CONDITIONAL UPON SANCTIONS, ETC. $20 -$

EFFECT OF NON-RECEIPT OF APPROVALS/SANCTIONS $21.$

PROCEDURAL FORMALITIES POST SANCTION OF THE SCHEME $22.$ BUSINESS CONTINUITY

SAVING OF CONCLUDED TRANSACTIONS 23.

COSTS, CHARGES AND EXPENSES 24.

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