Karma Energy Limited — M&A Activity 2021

Sep 14, 2021

KEL/SEC/SKC/9/2021 September 14, 2021

National Stock Exchange of India Ltd Exchange Plaza, 5th Floor Plot NoC/1, G Block Bandra-Kurla Complex Bandra East Mumbai – 400 051

NSE Symbol : KARMAENG

Sub : Approval of the scheme of Amalgamation of Wholly owned subsidiary namely M/s. Greenweiz Projects Ltd with the holding company i.e. M/s. Karma Energy Limited by the Hon'ble Mumbai Bench of National Company Law Tribunal

Sir,

We wish to inform that the Hon'ble Mumbai Bench of National Company Law Tribunal vide its order dated 15th July, 2021 a certified copy of which was received on 9th September, 2021 and filed with the Ministry of Corporate Affairs on 13th September, 2021 have sanctioned the scheme of Amalgamation of wholly owned subsidiary of the company namely M/s. Greenweiz Projects Ltd with the Company with effect from appointed date 01st April, 2021.

Copy of the order of Hon'ble bench of NCLT is enclosed herewith. Kindly take the above on record and acknowledge receipt.

Thanking you

For KARMA ENERGY LIMITED

T. V. Subramanian Digitally signed by T. V. Subramanian Date: 2021.09.14 20:27:58 +05'30'

T V Subramanian Company Secretary

KARMA ENERGY LIMITED

Regd. Off. Empire House, 214, Dr. D. N. Road, Ent. A. K. Nayak Marg, Fort, Mumbai – 400 001 Tel Nos. 22071501 (6 Lines), Fax : 22071514, Email : karmaenergy@weizmann.co.in www.karmaenergy.co . CIN L31101MH2007PLC168823

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III

C.A. (CAA) No. 4146 of 2019 C.P. (CAA) No. 1013 of 2020 Connected with

$.3$ and of the and with In the matter of Section 230-232
of the Companies Act, 2013 and (Compromises, Amalgamations) Rules, 2016; of the Companies Act, 2013
other applicable provisions o
Companies Act, 2013 read Companies Act, Arrangements Companies the

the оf GREENWEIZ Transferor Company with KARMA ENERGY LIMITED, the Transferee Scheme LIMITED, And of $_{\rm of}$ matter Amalgamation PROJECTS Company. the $\mathbf{H}$

GREENWEIZ PROJECTS LIMITED
CIN: U65920MH1993PLC071301

Transferor Company

$\overline{1}$

Petitioner Company No.

KARMA ENERGY LIMITED
CIN: L31101MH2007PLC168823

$\overline{z}$ ... Petitioner Company No. Transferee Company Order delivered on 15^th July, 2021

Coram

Hon'ble Shri H.V. Subba Rao
Hon'ble Shri Chandra Bhan Singh :

Member (Judicial)
Member (Technical)

Appearances (via videoconferencing): $\begin{array}{l} \text { Appendix 6: }\ \text { For the Petitioner(s)}: \text { Mr. Ahmed M Chunawala i/b M/s. Rajesh Shah & }\ \end{array}$ Co., Advocate

Per Shri H.V. Subba Rao, Member (Judicial)

ORDER

Heard the Learned Counsel for the Petitioner Companies. No Tribunal to oppose the Scheme nor any party controverted any averments made in the Petitions to the objector has come before this said Scheme. $\overline{\phantom{a}}$ .

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III

• the The sanction of the Tribunal is sought under Sections 230 to 232 of of the C.P.(CAA) No. 1013/MB/230-232/2020 Scheme of Amalgamation of GREENWEIZ PROJECTS LIMITED, Transferor Company with KARMA ENERGY LIMITED, the 2013 and the rules framed there under for and other relevant provisions Companies Act, 2013 Transferee Company. Companies Act, the^' the $\overline{\mathcal{C}}$
• $18^{\rm th}$ ъÓ the respective Company Scheme dated said Board Resolutions approved the annexed to Companies have the by passing which are Scheme Petitions. 2019 Petitioner Amalgamation October, The 3.
• passed in the Company Scheme Application No. 4146 of 2019 of the The Learned Advocate appearing on behalf of the Petitioners states that the Petitions have been filed in consonance with the Order Hon'ble Tribunal. 4.
• Law TIP Tribunal, Mumbai Bench and they have filed necessary affidavits of The Learned Advocate appearing on behalf of the Petitioners further compliance in the National Company Law Tribunal, Mumbai Bench. with per directions of the National Company complied have Companies Petitioner the requirements as that states ιó.
• óf is. commercial and Industrial carrying on business of Generate, develop, accumulate, distribute, buy, sell, transmit or otherwise deal in all forms of Energy including Electricity, Power, any type of conventional and non-conventional energy like Hydel Power, Wind power, Gas Coal, Light and to take over existing generation plants and companies and distribution and The Learned Counsel for the Petitioner Companies states that the activities and that the Second Petitioner Company presently Petitioner Company presently carrying on business financing and to lend money for transmission systems. First 6.
• The rationale for the Scheme of Amalgamation of the Petitioner Companies would, inter alia, all the Companies are under the same management. The management is of the opinion that the merger 7.

C.P.(CAA) No. 1013/MB/230-232/2020 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III

synergies of operations and more particularly the following benefits: will lead to

• the merge and amalgamate all the undertakings of Transferor Company with Transferee Company. The amalgamation of all undertaking of Transferor Company into the Transferee undertakings in order to enable effective management and unified control of operations. This would enable streamlining managerial Ц. a. With a view to maintain a simple corporate structure and overlaps by reducing the number of companies under the eliminate duplicate corporate procedures it is desirable to reduction $\exists$ $o$ f reducing consolidation $\overline{c}$ lead consequently thus facilitate and administration efforts. and Management shall activities Company same the
• leveraging financial and operational resources and reflecting of lesser similar It would be advantageous to combine the activities and operations of both the Companies into a single Company for $\overline{\mathbf{u}}$ position and for the benefit are as the Companies issues financial compliance businesses. stronger .
  ف
• $\mathfrak{b}$ the of Ħ. consolidating of records administrative efficiency and higher profitability levels for the Transferee operations and would substantially reduce duplication Further, the amalgamation would create economies Scheme for both administrative responsibilities and multiplicity The in cost saving managerial costs by to result in compliances. expected result and regulatory and Companies and is amalgamation will administrative and legal Company. c.
• of Ħ. $day$ August, 2020 inter-alia making the following observations $19^th$ Paragraphs IV (a) to (g) which are reproduced hereunder Regional Director has filed his Report dated The 8.

Page 3 of 9

paragraph IV (a) of the Report of the the of Petitioner m S. concerned, the Learned Counsel $_{\rm c}$ pass $\tilde{\mathbf{S}}$ Companies such accounting entries which are with other Standards submits that the Appointed Date 2019 from which it concerned, the Learned Counsel Companies shall be effective and the scheme effective from such date and not at a date subsequent to the appointed date. paragraph IV (b) of the Report observation necessary in connection with observation addition C.P.(CAA) No. 1013/MB/230-232/2020 shall Director Director AS-14, deemed to be Accounting the Petitioner Companies IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III Petitioner comply Petitioner Company/Rejoinder that in $\sigma$ as the the such as AS-5 etc. ЪQ Regional Regional Undertaking is 1^st April, $\mathfrak{c}$ Compliance as applicable the the shall be submits far scheme far the the for for So So $such$ to comply with other applicable Accounting Transferee accounting entries which are necessary in connection with yam Observation by the Regional In compliance of AS-14 (IND Standards such as AS-5(IND the "Appointed Date" means 1st other vesting such other National Tribunal "The Effective Date" means the date on which certified copies of the Order(s) of the Law properties, $\circ f$ pass authority Company (Tribunal) Definition otherwise direct/fix. the JO shall Law $\overline{a}$ the assets, 2019 the scheme as $\mathop{\mathrm{compact}}$ Company Company (Tribunal) AS-8) etc. Tribunal National AS-103), per Scheme Director April, date the As Para $IV(a)$ $\overline{\text{IV}}$ (b)

C.P.(CAA) No. 1013/MB/230-232/2020 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III

Section be kike of are filed with the Registrar of duties, Mumbai Maharashtra, after obtaining śŗ. section shall scheme by the Ho'ble Tribunal taking account its inherent be asked to comply with the all the Transferor Company Company consents, agreements, sanctions and orders in this 2013 states that the scheme clearly indicate an appointed date from which it shall be effective from such date and not at a date subsequent to this aspect may be decided Further, the Petitioner may permissions, 232(6) of the companies Act, the appointed date. However, $_{\rm c}$ $\ddot{=}$ obligations and the the deemed rights, regard, in the Transferee that necessary and this Companies, resolutions, be approvals, submitted liabilities, this effective powers. under regard. shall into the $\overline{\mathbf{u}}$

Page 5 of 9

$\overline{c}$

as

requirements

		C.P.(CAA) No. 1013/MB/230-232/2020
	and clarified Appointed Date
	Ŀ. no. circular vide
	dated No.7/12/2019/CL-1
	the $\overline{y}$ 21.08.2019 issued
	Ministry of Corporate Affairs.
IV(c)	far So $\overline{c}$ Company have Petitioner	$\Xi$ observation the as
	with comply $\overline{c}$ undertake	ð paragraph IV (c) of the Report
	the $_{\rm of}$ 232(3)(i) section	$\frac{1}{5}$ Director Regional
	Companies Act, 2013, where	Counsel concerned, the Learned
	the for the transferor company is	Petitioner Companies
	fee, if any, the dissolved,	submits that the setting off of fees
	paid by the transferor the $\rm{Vd}$ paid	Transferor Company
	company on its authorised	Capital on its Authorised Share
	$_{\rm shall}$ $\operatorname{\mathsf{set-off}}$ be shall capital	with accordance be
	provisions of against any fees payable by	bf 232(3)(i) section
	the transferee company on	the Companies Act, 2013
	capital authorised its
	the $\overline{c}$ subsequent
	amalgamation and therefore,
	that affirm $\overline{c}$ petitioners
	the provisions comply they
	of the section
IV(d)	far So observation the $\delta$ view $\mathbf{u}$	'n observation the as
	raised by the ROC Mumbai,	ЪÇ Report paragraph IV (d) of the
	the above mentioned para 10	ís. Director Regional
	pass may NCL Hon'ble	concerned, the Learned Counsel
	the for deem appropriate order as	Companies Petitioner
	ti.	submits that the GNL1- will be
		filed in due course and interest of
		the creditors is protected
IV(e)	far So may Tribunal Hon'ble The	$\overline{\mathbf{n}}$ observation the as

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III

	IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAL BENCH COURT-III	C.P.(CAA) No. 1013/MB/230-232/2020
	kindly seek the undertaking	of Report paragraph IV (e) of the
	that this Scheme is approved	concerned, Regional Director is
	the requisite majority of ΔÀ	Companies Petitioner $\overline{\mathbf{e}}$ the
	as and creditors members	$\frac{1}{3}$ Scheme that this undertake
	per Section 230(6) of the Act	approved by the requisite majority
	meetings duly held in 'n.	per of members and creditors as
	terms of Section 230(1) read	the consent affidavit submitted to
	with subsection (3) to (5) of	the NCLT.
	Section 230 of the Act and
	the Minutes thereof are duly
	placed before the Tribunal.
IV(f)	kindly may NCLT Hon'ble	'n, observation the as far So
	direct the petitioners to file	paragraph IV (f) of the Report of
	an affidavit to the extent that	$\frac{1}{2}$ Director Regional P the
	$\overline{c}$ enclosed Scheme the	Counsel concerned, the Learned
	$\infty$ Application Company	Companies for the Petitioner
	one Petition, are Company	submits that the Scheme enclosed
	same and there is no and	and to the Company Application
	change/ discrepancy/any	the Company Petition are one and
	changes are made.	same.
$IV($ )	the that observed $\frac{1}{2}$ $\ddot{=}$	İn observation the So far as
	Petitioner Companies have	paragraph IV (g) of the Report of
	not submitted admitted copy	$\frac{1}{2}$ Director Regional the
	of the Petition, and Minutes	Counsel the Learned concerned,
	of Order for admission of the	Companies Petitioner for the
	Petition. In this regard, the	Petitioner the that submits
	Petitioner has to submit the	Company had served copy of the
	$_{\rm of}$ record the for same	Petition and Minutes of Order for
	Regional Director:	with the Petition $\mathfrak{d}$ admission

Regional Director, Western Region, Mumbai on 10^th February, 2021. REAL PROPERTY AND REAL PROPERTY AND REAL PROPERTY.

RIVER

E

$\alpha$ .

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III

• been The said C.P.(CAA) No. 1013/MB/230-232/2020 Representative of the RD has submitted that the explanations and found satisfactory and that they have no objection to the Scheme. The affidavit filed by the Petitioner Companies and the supplementary report filed by the Regional Director in response to the Director have $\infty$ are Para companies $\ddot{a}$ Companies The observations made by the Regional petitioner affidavit, are accepted by this Tribunal. Petitioner by the given by the clarifications explained o.
• the The Official Liquidator has filed his report on 8^th April, 2021 in the been conducted in a proper manner not prejudicial to the interest of this 4146 of 2019, inter alia, stating therein that the affairs of the Transferor Company have that be ordered to be dissolved by and Company Consolidated Company Scheme Petition No. Transferor the Company may $ot$ Shareholders Transferor Tribunal. the $10.$
• the and extinguished pursuant to the implementation of the Scheme of Since the entire equity share capital of the Transferor Company is shares to the shareholders of the Transferor Company. The Shares Transferee Company would not be required to issue and allot any stand cancelled amalgamation, upon so held by the Transferee Company shall Company, Transferee The Amalgamation ΔÀ held $11.$
• From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not statutory compliances have been fulfilled, Company Scheme Petition No. 1013 of 2020 is made absolute in terms of clauses (a) to (c). Hence requisite the $\overline{\mathbf{d}}$ Since public policy. contrary to ordered. 12.

CALL AND TRIBUNAL Page 8 of 9

R. Marian

C.P.(CAA) No. 1013/MB/230-232/2020 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III

ORDER

• The said Scheme of Amalgamation is hereby sanctioned and the Transferor $\mathbf{a}$ Company and the Transferee Ccompany. be binding $\overline{c}$ same the declared a.
• Registrar of Companies, electronically along with E-Form INC-28, in addition to physical copy within 30 days from the Petitioners are directed to file a copy of this Order along with a copy of the Scheme of Amalgamation with the concerned date of receipt of the Order from the Registry. .
  م
• Superintendent of Stamps, for the purpose of adjudication of stamp duty payable within 60 days from the date of receipt The Petitioner Companies to lodge a copy of this Order and National Company Law Tribunal, Mumbai Bench, with the concerned Deputy/ $Joint/$ Registrar, by the Assistant authenticated OT Registrar duly of the Order, if any. Scheme Assistant the ن
• All authorities concerned to act on a copy of this Order along Company Law Tribunal, authenticated by the Joint/ Deputy/ Registrar, National duly with Scheme Assistant Mumbai. d
• The Appointed Date is 1st April, 2019. نه
• Ordered Accordingly. $13.$

À

MEMBER (JUDICIAL)	REAL ANDREW TRIBUNAL
H.V. SUBBA RAO	E. Pay Mutho
$Sd$ /-	Page 9 of 9
CHANDRA BHAN SINGH MEMBER (TECHNICAL) $Sd$ /-	Applicant called for collection copy on $\frac{d}{dt}$ of $\frac{d}{dt}$ and $\frac{d}{dt}$ National Company Law Tribunal, Mumbai Benck 2009.202 $\sigma_1, \phi_0, \phi_0$ Date of Application $\int_{\Sigma} \cdot y \partial \tau \omega$ 2. $w(\cdot)$ . Son $D\Delta/R$ egistrar Jertified True Copy Copy prepared on- Number of Pages. Copy Issued on. Fee Paid Rs.

SCHEME OF AMALGAMATION

ŌF

GREENWEIZ PROJECTS LIMITED

(The Transferor Company)

WITH

KARMA ENERGY LIMITED

(The Transferee Company)

PREAMBLE $\overline{1}$

This Scheme of Amalgamation is presented under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 & the Rules framed thereunder including any statutory modifications or re-enactments thereof, if any, for the amalgamation of GREENWEIZ PROJECTS LIMITED, (hereinafter referred to as "The Transferor Company") with KARMA ENERGY LIMITED, (hereinafter referred to as "The Transferee Company"), and in compliance with the conditions relating to "Amalgamation" as specified u/s 2(1B) of the Income Tax Act, 1961 and the same is divided into the following parts:

Part A - deals with Definitions and Share Capital;

Amalgamation of GREENWEIZ PROJECTS LIMITED with KARMA ENERGY LIMITED Part B-deals with

Part C - deals with General Clauses, Terms and Conditions.

CONTRACTOR STRIBUNAL NOI. RATIONALE FOR THE SCHEME OF AMALGAMA $\mathbf{r}$

Plute

The amalgamation will enable the Transferee Company to consolidate the stronger $\overline{a}$ in operation and create synergies and lead to financial base. businesses

$2.1$

• It would be advantageous to combine the activities and operations of both companies into a single Company for synergistic linkages and the benefit of combined financial resources. This will be reflected in the profitability of the Transferee Company. $2.2$
• a consolidation of business of the Transferor Company and the Transferee entity will be and thus benefited by result of the amalgamation of Business and availability of merger Company in one entity, all the shareholders of the merged amalgamation would result in common operating platform. $o$ f Scheme This $2.3$
• will expertise and infrastructure of both the companies. The merged entity will also have sufficient funds required for meeting its long term capital an opportunity to fully leverage strong assets, capabilities, experience, Transferee Company will also provide an opportunity to leverage combined assets provide and build a stronger sustainable business. Specifically, the merger Transferor Company with the and resources enable optimal utilization of existing needs as provided for in the scheme. The Amalgamation of the $2.4$
• $cost$ The Scheme of amalgamation will result in cost saving for both the companies as they are capitalizing on each others core competency and savings and higher profitability levels for the Amalgamated Company resources which is expected to result in stability of operations, 2.5
• The Transferor Company is a wholly owned subsidiary of the Transferee The shareholders would consolidate their holdings leverage the share value consequent to higher profitability. Company. 2.6

PART A - DEFINITIONS AND SHARE CAPITAL

REAL PROPERTY OF BUILDING CAR AND TRIBUNAL अधिकरण

$\mathcal{L}$

DEFINITIONS

$\mathfrak{F}.$

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

• "The the Companies Act, 1956, and having its Registered Office situated at 629A, under GREENWEIZ PROJECTS LIMITED, (hereinafter referred to as Gazdar House, Dhobi Talao, New Marine Lines, Mumbai - 400002. incorporated company a means Company") Transferor $3.1$
• Act, KARMA ENERGY LIMITED, (hereinafter referred to as "The Transferee 1956, and having its Registered Office situated at 214, Empire House, Dr. a company incorporated under the Companies D. N. Road Ent. A. K. Nayak Marg, Fort, Mumbai - 400001. Company") means $3.2$
• "Act" means the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder in force from time to time. 3.3
• the National Company Law Tribunal (Tribunal) or other competent authority "The Appointed Date" means 1stApril, 2019 or such other date as may otherwise direct/ fix. $3.4$
• Order(s) of the National Company Law Tribunal (Tribunal) vesting the assets, properties, liabilities, rights, duties, obligations and the like of all the Transferor Company in the Transferee Company are filed with the obtaining the "The Effective Date" means the date on which certified copies of the agreements, consents, approvals, permissions, resolutions, Registrar of Companies, Mumbai Maharashtra, after sanctions and orders in this regard. necessary 3.5
• CONTRACTED AND TRIBUNAL Company Law Tribunal (Induced) .....
  powers vested in the National Company Law Tribunal including $\frac{1}{2}$
  powers vested in the National Company Law Tribunal including $\frac{1}{2}$ "Tribunal" shall for the purpose of this Scheme, mean the National

3.6

3

"Undertaking" shall mean and include:

3.7

कायणठ SEN

• of the (hereinafter entire business Appointed Date, assets and properties and the the $\sin$ referred to as "the said assets") as Transferor Company All the $\widehat{a}$
• All the debts, liabilities, contingent liabilities, duties, obligations Appointed and guarantees of the Transferor Company as on the Date (hereinafter referred to as "the said liabilities") $\begin{array}{c} \bigcirc \ \bigcirc \bigcirc \bigcirc \bigcirc \bigcirc \bigcirc \bigcirc \bigcirc \bigcirc \bigcirc \bigcirc \bigcirc \bigcirc \$

$\odot$

properties, impour y---
mail connections, networking facilities and other community of the array $\delta_{\vec{k}}^{\text{exp}}$ and $\delta_{\vec{k}}^{\text{exp}}$
facilities and equipments, investments, rights and benefies $\delta_{\vec{k},\text{dB}}^{\text{exp}}$ $\delta_{\vec{k$ the shares, Without prejudice to the generality of sub-clause (a) above, the Transferor Company reserves, movable and the immovable licenses, tube occupancy rights, hire purchase contracts, leased assets, lending debentures, bonds and other securities, claims, loans and advances, deposits, ownership rights, lease-hold rights, tenancy rights, and other licenses, permits, authorizations, quota rights, registrations, import/ export licenses, bids, tenders, letter of intent, connections for consents, product registrations, quota rights, allotments, approvals, freehold land, electrical laboratory engagements, concessions, trademarks, intellectual include equipments, office equipments, effluent treatment plants, $\Xi$ consents, approvals, municipal permissions, industrial authorities, fittings, machinery, properties, all other assets including investments remissions, subsidies, tax deferrals, tenancy rights, industrial and shall interest, benefits, allocations, exemptions, wells, software packages, vehicles and contracts, Transferor Company sanctions, installations and equipments, furniture and contracts, revisions, powers, permits, $\otimes$ plant other electricity and drainage, buildings, patents and Undertaking of the factory brand names, buildings, water, titles,

4

PURLE

RESIDENCE

$\sigma f$ advantages, benefits and approvals and all necessary records, files, all books data catalogues and accounts, documents and records relating thereof. papers, process information,

"The Scheme" means this Scheme of Amalgamation in its present form or with any modification(s) approved or imposed or directed by the National Company Law Tribunal (Tribunal). $3.8$

SHARE CAPITAL $\ddot{ }$

The Share Capital of the Transferor Company as at 31^stMarch, 2019 is as under. $4.1$

Amount in (Rs.)		5,00,00,000	5,00,00,000		4,95,00,000	4.95.00.000
Particulars	Authorised Capital	5,00,000 Equity Shares of Rs.100/- each	Total	Issued, Subscribed and Paid-up	4,95,000 Equity Shares of Rs.100/- each fully Paid-up	Total

The Transferor Company is wholly owned subsidiary of the Transferee Transferee Company. The entire Share Capital (Equity) is owned by Company The Share Capital of the Transferee Company as at 31st March, 2019 is as under. 4.2

BUNAL Tapa any has 18,00,00,000 18,00,00,000 Total 1,80,00,000 Equity Shares of Rs.10/- each. Authorised Capital	Amount in (Rs.)

$\varsigma$

11,56,99,180 11,56,99,180 Total 1,15,69,918 Equity Shares of Rs. 10/- each fully paid- Issued, Subscribed and Paid-up
-----------------------------------------------------------------------------------------------------------------------------------

COMPANY TRANSFEROR AMALGAMATION OF THE WITH THE TRANSFEREE COMPANY $\mathbf{1}$ PART-B

TRANSFER AND VESTING OF UNDERTAKING s,

5.1

subject, however, to all charges, liens, mortgages, if any, then affecting the With effect from the opening of the business as on the Appointed Date (i.e. 1st April, 2019) and subject to the provisions of this Scheme, the entire Undertaking of the Transferor Company including their assets and liabilities as on the Appointed Date, shall pursuant to the applicable provisions of the Act, without any further act, instrument or deed, be and shall stand transferred to and vested in and/or deemed to have been transferred to and vested in the Transferee Company as a going concern same or any part thereof.

to the PROVIDED ALWAYS that the Scheme shall not operate to enlarge the Transferor Company and which shall vest in the Transferee Company by shall not be obliged to create any further or additional security after the amalgamation has become effective or otherwise unless specifically provided hereinafter. security for any loan, deposit or facility created by or available virtue of the amalgamation and the Transferee Company

REAL PROPERTY AND REAL PROPERTY the proporation present or contingent including but without the continent or incorporeal, present or contingent including but with the context of $\left(\frac{2\pi}{3}e^{2\pi i/3}e^{2\pi i/3}e^{2\pi i/3}e^{2\pi i/3}e^{2\pi i/3}e^{2\pi i/3}e^{2\pi i/3}$ The entire business of the Transferor Company as going concerns and all the properties whether movable or immovable, real or personal, corporeal

5.2

6

नायगठ BENC

import provisions, rights, brands, logos, patents, trade names, trade marks, copy rights, all other intellectual property rights, other intangibles of the Transferor Company whether registered or unregistered or any variation thereof as a part of its a style of business otherwise, other industrial rights and consents, privileges, liberties, easements, other assets, special status and the the arrangements, Company on and from the Appointed Date and prior to the Effective Date $\overline{\sigma}$ $\sigma$ licenses in respect thereof, lease, tenancy rights, flats, telephones, telexes, facsimile connections, e-mail connections, internet connections, websites, arrangements, powers, authorities, permits, allotments, approvals, permissions, sanctions, other benefits that have accrued or which may accrue to the Transferor in connection with or in relation to the operation of the undertaking and all the rights, titles, interests, benefits, facilities and advantages of whatsoever deed, be and stand transferred to and vested in or deemed to be transferred $0f$ instrument $\overline{0}$ Appointed Date and prior to the Effective Date shall, pursuant to nature and whereever situated belonging to or in the possession rights, occupancy granted in favour of or enjoyed by the Transferor Company as and consents, reserves, claims, rehabilitation schemes, funds, quota engagements, applicable provisions of the Act, without any further act, agreements and rights, tenancy contracts, installations and utilities, benefits of to and vested in the Transferee Company. lease, allotments, approvals licenses, registrations, ownerships rights, name or in authorities, incentives, permits, quotas,

۸

also all the movable assets including cash in hand, if any of the COMPin $\delta_{\varphi}$ manual the deed, be and stand transferred to the Transferee Company as equity or not and whether quoted or not shall, without any further act or With effect from the Appointed Date, all the equity shares, by held Transferor Company shall be capable of passing by securities Transferor Company, whether convertible into debentures, bonds, notes or other

a.

अधिकरण SAW TRIBUNAL

$\overline{ }$

ENC

$may$ such to the end and intent that the case Transferee Company on the manual delivery or by endorsement and delivery as delivery, delivery or by endorsement and to the Transferee Company therein passes to the property be,

b.

• and and $\Xi$ $\Xi$ (including the debts payable by such persons, debtor or deposit aforesaid In respect of movable properties of the Transferor Company other than specified in Clause 5.2 (a) above, including sundry other authorities and bodies, the Transferee Company may, at accordance with the provisions hereof, if so required, under any law or otherwise, give notice in such form as it may deem fit and proper to each person, debtor or depositor, as the case may be, that pursuant to the National Company Law Tribunal advances or deposits be paid or made good or held on account of the Transferee Company as the person entitled thereto to the end and intent that the right of the Transferor Company to recover or realize all such debts, deposits and advances to the Transferor Company) stands transferred and assigned to the Transferee Company and that appropriate entries should be (Tribunal) having sanctioned the Scheme, the said debts, loans, debtors, outstanding loans and advances, if any recoverable Scheme deposits, if any, with government, semi government, local cash or in kind or for value to be received, bank balances the effect of this record $\mathfrak{c}$ books $int₀$ after the coming passed in their respective any time
• With effect from the Appendix of every kind, nature and used the context of the context of the context of the Transfer Company shall also under the applicable provision $\oint_{\mathbb{R}^{(k)}k}^{\mathbb{R}^{(k)}_k} \sum{k=1}^{k} \frac{1}{k}$ th

changes.

5.3

अधिकरण

$\infty$

NCH Plikle

Transferee Company on the same terms and conditions as were applicable and obligations have arisen, in order to give effect to the provisions of obligations of the Transferor Company and further that it shall not be necessary to obtain the consent of any third party or other person who is a party to the contract or arrangement by virtue of which such debts, liabilities, duties the debts, liabilities, duties and Appointed Date, this clause. to the

• $_{\rm of}$ which may accrue or arise after the Appointed Date but which relate to the the Transferor Company as on the Appointed Date and all other liabilities period on or upto the day of the Appointed Date shall be the debts, loans and liabilities, duties and obligations of the Transferee Company including any It is clarified that all debts, loans and liabilities, duties and obligations or on any encumbrance on the assets of the Transferor Company income earned from those assets. 5.4
• Transferee Company that on this Scheme becoming effective, it will take over, absorb and pay and discharge on due dates all the liabilities It is further specifically clarified, admitted, assured and declared by the including liabilities for income tax, wealth tax, central sales tax, valueservice tax, excise duty, custom duty, fringe benefit tax, dividend distribution tax, if any, of the Transferor Company. added tax, 5.5
• OT ULL MARKED WARM AND TO Transferee With effect from the Appointed Date all debts, liabilities, dues, duties and obligations including all income tax, wealth tax, central sales tax, value dividend distribution tax and other Government and Semi-Government and Statutory liabilities of the Transferor Company shall pursuant to the applicable provisions of the Act and without any further act or deed be service tax, excise duty, custom duty, fringe benefit tax, as, also transferred or be deemed to be transferred to and vest Appointed Date the debts, liabilities, duties and obligations of assumed by the Transferee Company so as to become added tax, 5.6

$\circ$

SANTRIBUNAL

BENCY Philip Ro

same terms and conditions as were applicable to the respective Transferor Company. Company on the

5.7

of the said with $2(1B)$ of the are Section of the Income Tax Act, 1961, shall prevail and the Scheme Such modification will This Part of the Scheme has been drawn up to comply with the conditions Scheme found or interpreted to be inconsistent with the provisions of the shall stand modified to the extent determined necessary to comply Section of the Income Tax Act, 1961 at a later date, the provisions of the specified under Section provisions Act. 1961. however not affect the other parts of the Scheme. terms or Section 2(1B) of the Income Tax If any $\,$ "Amalgamation" as 1961. Act, Income Tax $\overline{c}$ relating said

CONTRACTS, BONDS AND OTHER INSTRUMENTS 6.

the case may be, and may be enforced as fully and as effectually as if, instead of bonds, debentures, indentures and other instruments to which the Transferor Company are parties subsisting or having effect immediately before the Effective Date shall remain in full force and effect against or in favour of the Transferee Company, as the Transferor Company, the Transferee Company had been a party thereto. contracts, provisions contained in the Scheme, all other Subject to

LEGAL PROCEEDINGS 7.

contained in the Scheme, v.u. ...
and enforced by or against the Transferee Company in the same una....
same extent as it would be or might have been continued, prosecuted and enforced $\frac{\partial \mathbf{F}_1}{\partial \mathbf{F}_2}$ is $\frac{\partial \mathbf$ If any, suit, writ petition, appeal, revision or other proceedings (hereinafter called "the Proceedings") by or against the Transferor Company are pending, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer of the Undertaking of the Transferor Company or of anything

$\supseteq$

श्रीयपीठ

the on behalf of proceedings including criminal proceedings for and Transferor Company. legal

OPERATIVE DATE OF THE SCHEME $\infty$

any Tribunal (Tribunal) or made as per Clause 17 of the Scheme, shall be effective modifications(s) approved or imposed or directed by the National Company Law without $\sigma$ Scheme set out herein in its present form with from the Appointed Date. The

TRANSFEROR COMPANY STAFF, WORKMEN AND EMPLOYEES o.

All the staff, workmen and other employees in the service of the Transferor Company immediately before the transfer of the Undertaking under the Scheme shall become the staff, workmen and employees of the Transferee Company on the basis that:

• been interrupted by reason of the transfer of the Undertaking of the Their respective services shall have been continuous and shall not have Transferor Company; $9.1$
• $\mathbf{c}$ The terms and conditions of service applicable to the said staff, workmen or employees after such transfer shall not in any way be less favorable them than those applicable to them immediately before the transfer; and 9.2
• III purpose the primary of the primary of the primary of the primary of the primary of the primary of the primary of the primary of the primary of the primary of the primary of the primary of the primary of the primary o It is provided that as far as Provident Fund, Gratuity Fund, Superannuation Fund or other special fund, if any, created or existing for the benefit of the staff, workmen and other employees of the Transferor Company are concerned, upon the Scheme becoming effective, the Transferee Company shall stand substituted for the Transferor Company for all purposes provided t relation to the obligation to make contributions to the said $\frac{1}{2}$ and relation whatsoever related to the administration or operation of such accordance with the provisions of such Funds as per the term 9.3

$\Box$

STAW TRIBUNAL

PLANDER

Transferor Transferee employees employed in different units of the Transferor Company under such Funds the respective trust deeds. It is the aim and intent of the Scheme herein the Company in relation to such funds shall become those of the of the of and obligations and benefits rights, duties and Trusts shall remain fully protected. duties, powers all the rights, Company and all the that

CONDUCT OF BUSINESS BY THE TRANSFEROR COMPANY TILL EFFECTIVE DATE 10.

With effect from the Appointed Date and upto the Effective Date, the Transferor Company:

• öľ be and assets for and on account of and in trust for the Transferee Company Transferor and accrue as the profits or incomes or cost, charges, expenditure or losses shall carry on and shall be deemed to be carrying on all their respective business activities and shall stand possessed of their respective properties arising incurred by them shall, for all purposes, be treated and be deemed to to the charges, expenditure or losses arising accruing or income Company and/or any cost, of the Transferee Company; all the profits or and $10.1$
• been carried on by the Transferor Lourgerts,
  Transferee Company and such acts or actions would be enforced
  planety $\frac{\partial}{\partial x_i}$ and $\frac{\partial}{\partial y_i}$
  against or in favour of the Transferee Company and all the ppositis,
  $\frac{\partial}{\$ actionable claims, debtors and other assets etc., with the consent of the transfer or sell or exchange or dispose of or deal with all or any part of the rights vested with or title and interest in the property, assets, immovable or encumbrance or otherwise deal with the rights, title and interest in the Transferee Company and such acts or actions would be deemed to have movable properties including assignment, alienation, charge, mortgage, shall in the ordinary course of their respective business activities, assign, $10.2$

12

$_{\rm 01}$ Transferor Company shall, for all purposes, be treated as the profits incomes or expenditure or losses of the Transferee Company;

• Date with reasonable diligence, utmost prudence and shall not, without the deal with the said Undertaking or any part thereof except in the ordinary hereby undertake to carry on their respective businesses until the Effective written consent of the Transferee Company, alienate, charge or otherwise course of the Transferor Company business; 10.3
• of the Transferee Company, Shall not, without the written consent undertake any new business. 10.4
• Shall not vary the terms and conditions of the employment of their employees except in the ordinary course of business. 10.5
• Pay all statutory dues relating to their respective Undertakings for and on account of the Transferee Company. 10.6

ISSUE OF SHARES BY THE TRANSFEREE COMPANY $\equiv$

shall stand cancelled and extinguished pursuant to the implementation of would not be required to issue and allot any shares to the shareholders of the Transferor Company. The Shares so held by the Transferee Company Since the entire equity share capital of the Transferor Company is held by The Transferee Company, upon amalgamation, the Transferee Company the Scheme of Amalgamation.

PROFITS, DIVIDENDS, BONUS/ RIGHTS SHARES 12.

AFRICAN TRIBUNAL profits, if any, for declaring or paying of any dividend to its shareholders With effect from the Appointed Date, the Transferor Company shall not $12.1$

and shall also not utilize, adjust or claim adjustment of profits/reserves, as the case may be earned/incurred or suffered after the Appointed Date The Transferor Company shall not after the Appointed Date, issue or allot any further securities, by way of rights or bonus or otherwise without the Transferee the $0\ensuremath{\mathrm{f}}$ of Directors consent of the Board prior written Company. 12.2

ACOUNTING TREATMENT 13.

• The accounting treatment to be given to the amalgamation shall be for $-$ Business Combination issued under the companies (Indian Accounting Standards) Amalgamation in the Nature of Merger as given in Ind AS Rule, 2015 13.1
• their $\overline{c}$ The Transferee Company shall record all assets and liabilities recorded in the Books of Account of the Transferor Company, which are transferred $\overline{\mathrm{a}}$ and vested in the Transferee Company pursuant to the Scheme book values as on the Appointed Date. 13.2
• Capital Reserve Account of the Transferee Company and in the event of deficit, if If there is a surplus arising as a result of the difference, if any, of the value $\Xi$ any, the same shall also be debited to Capital Reserve Account of the of the assets over the value of the liabilities of the Transferor Company, accordance with this Scheme, the same shall be credited to the Transferee Company. 13.3
• Inter-company balances, investments and transactions if any, will stand cancelled. $13.4$
• In case of any differences in the accounting the impact of the same company of $\frac{1}{\sqrt{2}}$
  Transferor Company and the Transfere Company, the impact of the same control of $\frac{1}{\sqrt{2}}$ ( $\frac{1}{\sqrt{2}}$ ) $\frac{1}{\sqrt{2}}$ ( $\frac{1}{\$ CONTRIBUNAL 13.5

14

of the Transferee Company reflects the financial position on the basis of consistent accounting policies. statements financial

COMBINATION OF AUTHORISED CAPITAL 14.

14.1

• authorized share capital of the Transferee Company and no payment of duties and the fees paid on the authorised capital of the Transferor the Transferee including therein the payment of stamp duty and fees payable to Registrar aggregating to Rs. 5,00,00,000/- (Rupees Five Crore Only) comprising of instrument or deed, be and stand altered, modified and amended, pursuant to Sections 13, 15, 61 and 230 to 232 and applicable provisions of the Companies Act, 2013 as the case may be and for this purpose the stamp Company shall be utilized and applied to the above referred increased Upon sanction of this Scheme, the authorised share capital of the further act, instrument or deed on the part of the Transferee Company of Companies, by the authorised share capital of the Transferor Company 5,00,000 (Five Lakhs) Equity Shares of Rs.100/- each the Memorandum of Association and Articles of Association of the Transferee Company (relating to the authorised share capital) shall, without any further act, shall automatically stand increased without any Company for increase in its authorised share capital to that extent. any extra stamp duty and/or fee shall be payable by Transferee Company
• Consequent upon the amalgamation, the authorised share capital of the Transferee Company will be as under: 14.2

2,30,00,000 Equity Shares of Rs. 10/- each	Authorised Capital	Amount in Rs
		23,00,00,000
	Total	23,00,00,000

CONTRIBUNAL It is clarified that the approval of the members of the Transferee Company $\frac{1}{\sqrt{\frac{1}{N}}\sum_{k=0}^{N}N(k)h_{k}h_{k}}$ to the also to the Scheme shall be deemed to be their consent / approval

आधिकरण

15

Plater

the $o$ f Articles of Association Transferee Company as may be required under the Act. and Memorandum of the alteration

Transferee Memorandum of Association of the Company stands amended as follows: the Clause V of 14.3

$6f$ Rs. comprising $\frac{1}{2}$ 2,30,00,000 (Two Crore Thirty Lakhs) Equity Shares of Rs.10/- each. of the Transferee Company $Only)$ Crores Three Twenty The Authorised Share Capital (Rupees 23,00,00,000/-

DISSOLUTION OF THE TRANSFEROR COMPANY 15.

On the Scheme becoming effective, the Transferor Company shall be dissolved without being wound up

PART-C-GENERAL

APPLICATIONS TO TRIBUNAL 16.

The Transferor Company and the Transferee Company herein shall, with all to the National Company Law Tribunal (Tribunal) for sanctioning the Scheme reasonable dispatch, make applications under the applicable provisions of the Act and for dissolution of the Transferor Company without being wound up

MODIFICATIONS/AMENDMENTS TO THE SCHEME 17.

COLLEGE AND REPORT OF THE PARTIES Engineer of the River of AMERICAN question or doubt or difficulty that may arise for implementing and/or (by its Directors) may assent to any modifications or amendments to the Scheme or agree to any terms and/or conditions which the Courts and/or any other authorities under law may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any The Transferor Company (by its Directors) and the Transferee Company necessary, desirable or expedient for putting the Scheme into carrying out the Scheme and do all acts, deeds and things $17.1$

円 Subtle

$\delta f$ amendments/modifications to the Scheme shall be subject to approval National Company Law Tribunal (Tribunal).

For the purpose of giving effect to the Scheme or to any modification thereof, the Directors of the Transferee Company are hereby authorised to öľ desirable including any directions for settling any question or doubt or give such directions and/or to be take such steps as may be necessary difficulty whatsoever that may arise. $17.2$

SCHEME CONDITIONAL ON APPROVALS/ SANCTIONS 18.

The Scheme is conditional on and subject to:

• and creditors of the Transferor Company and of the members and creditors The approval to the Scheme by the requisite majorities of the members of the Transferee Company. 18.1
• being passed by the Shareholders of the Transferee Company for any of The requisite resolution(s) under the applicable provisions of the said Act the matters provided for or relating to the Scheme, as may be necessary or desirable, including approval to the issue and allotment of Equity Shares in the Transferee Company to the members of the Transferor Company 18.2
• The sanction of the National Company Law Tribunal (Tribunal) under the the Transferee Company and to the necessary Order or Orders under the applicable provisions of the Act, in favour of the Transferor Company and said Act being obtained. 18.3
• of Directors of the Transteror Company.
  being obtained and granted in respect of any of the matters $\oint_{\mathcal{R}} \oint_{\mathcal{R}} \nabla \oint_{\mathcal{R}} \nabla \phi_{\mathcal{R}}$ as may be considered necessary and appropriate by the respective Boards Any other sanction or approval of the Appropriate Authorities concerned, 18.4

17

The requisite consent, approval or permission of the Central Government which by law may be or regulatory authority, necessary for the implementation of this Scheme. other statutory any $\overleftarrow{\mathrm{C}}$ 18.5

EFFECT OF NON RECEIPT OF APPROVALS/ SANCTIONS 19.

the appropriate to give effect, as far as possible, to this Scheme and failing such mutual agreement, or in case the Scheme not being sanctioned by the Hon'ble consider In the event of any approvals or conditions enumerated in the Scheme not being cannot be and Transferor Company shall mutually waive such conditions as they Company reason, the Scheme Transferee implemented, the Boards of Directors of the Tribunal, the Scheme shall become null and void. obtained or complied with, or for any other

EXPENSES CONNECTED WITH THE SCHEME 20.

the terms and provisions of the Scheme and/or incidental to the completion of All costs, charges, taxes including duties, levies and all other expenses of the Transferor Company and the Transferee Company respectively in relation to or in connection with the Scheme and of carrying out and implementing/ completing Amalgamation of the said Undertaking of the Transferor Company in pursuance of the Scheme shall be borne and paid solely by the Transferee Company.

$-202$ $\overline{O}q$ Applicant called for collection copy on $\frac{C}{2}$ 500 $\frac{1}{2}$ $\overline{5}$ $0^o$ $\overline{C}$ $\overline{5}$ $64$ Copy prepared on. Jertified True Copy Date of Application Number of Pages. Copy Issued on-Fee Paid Rs.

Lamours : Régistrar $\overline{\mathsf{z}}$

National Company Law Tribunal, Mumbai Bench