KDDL Ltd - M&A Activity 2020 | FinancialReports.eu

KDDL Limited

Kamla Centre, SCO 88-89, Sector 8-C, Chandigarh - 160 009, INDIA. Tel: +91 172 2548223/24, 2544378/79 Fax: +91 172 2548302, Website:www.kddl.com CIN-L33302HP1981PLC008123

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Ref : KDDL/CS/2020-21/34 Date : 18[th] August 2020

National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra, Mumbai - 400 051

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

Trading Symbol : KDDL

Scrip Code : 532054

Subject: Intimation of Scheme of Amalgamation under regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam,

Pursuant to regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith scheme of amalgamation of “ Satva Jewellery and Design Limited”, a wholly owned subsidiary with “KDDL Limited”, holding Company.

Please take the same on record.

Thanking you,

Yours truly

For KDDL Limited

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Brahm Prakash Kumar Company Secretary

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SCHEME OF AMALGAMATION

PREAMBLE

A. Purpose of the Scheme

This Scheme of Amalgamation is presented under Section 232 and other applicable provisions if any of the Companies Act, 2013 for amalgamation of Satva Jewellery and Design Limited ("the Transferor Company") and with KDDL LIMITED ("the Transferee Company'), and the dissolution of the Transferor Company without winding up. The Transferor Company is the wholly owned subsidiary of Transferee Company.

B. Description of Companies

1.1 KDDL Ltd ("KDDL”), the Transferee Company

1) The Transferee company M/s KDDL Limited was incorporated as Kamla Dials and Devices Limited under the Companies Act, 1956 (hereinafter referred to as Transferee Company) on 08.01.1981 in the Union Territory of New Delhi. The Transferee Company changed its registered office to the State of Himachal Pradesh and the certificate to said effect was issued on 07.03.1988. That the Company subsequently changed its name to 'KDDL Limited' and obtained fresh Certificate of Incorporation consequent upon change of name on 14.09.2007. The registered office of the Transferee Company is situated at Plot No.3, Sector-Ill, Parwanoo, Himachal Pradesh, India – 173220. The Transferee Company is engaged in the business of manufacturing, buying, selling, indenting, assembling, fabricating, altering, importing, exporting, processing or otherwise handling or dealing in wrist watches, watch cases, watch dials, straps, measuring instruments, precision instruments, clocks, time measuring devices, electronics instruments of all types and descriptions and all components, parts and accessories, materials required directly or indirectly for the manufacturing of the same.

The main objects of Transferee Company enumerated in the Memorandum and Articles Association are as under:

To carry on the business of manufacturing, buying, selling, indenting, exchanging, converting, assembling, fabricating, altering, importing, exporting, processing or otherwise handling or dealing In Wrist Watches, Watch Cases, Watch Dials, Straps, Measuring Instruments, Precision Instruments, Clocks, Time Measuring Devices, Electronic Instruments of all types and descriptions and all components, parts and accessories, materials required directly or indirectly for the manufacturing of the same.

To carry on business of manufacturers, producers, exporters, Importers, buyers, dealers and traders for all types of mechanical, electronic and electrical components, part, accessories, appliances and equipments.
To deal in import replenishment entitlements earned against export under the import trade control policy.
To carry on in India or elsewhere the business of developing, maintaining, servicing, manufacturing, producing, exporting, importing, trading and dealing in and with any and all classes and kinds of software and hardware products, electronic and computer equipments and to act as management, R&D and technical consultants for all software and hardware, electronic and computer applications in India or elsewhere.
To manufacture, produce, buy, sell, import, export, exchange and or otherwise deal in all kinds of writing instruments, pens, spectacle frames or other fashion accessories, jewellery and/or their display packaging materials, containers made of Cloth, fabric, jute plastic rubber, metals, wood, leather, paper or any other type of synthetic, natural or man- made materials.
To carry on the business of manufacturing, buying, selling, exchanging, converting, assembling, fabricating, altering, importing, exporting, processing, servicing, repairing and dealing in Lifestyle, fashion, jewelry and luxury products of all kinds, products and instruments incorporating wearable technology, communication devices and instruments, precision engineering devices and components of all kinds, and and Tools, assemblies, sub-assemblies, components, machines, equipment related to the aforementioned products.
To carry on the business of providing web-services, including selling of internet leads, marketing and technology solutions, advertisements and related services.
To carry on the business of manufacturing, buying, selling, exchanging converting, assembling, fabricating, altering, exporting, processing or otherwise handling or dealing or providing engineering and designing services in relation to precision components, tools, moulds, castings, 3 d Printing, forging, machining, sheet metals, injection molding, plating, powder coating, bending, turning and other similar processes for components in various applications.

To carry on the business of manufacturers, distributers, exporters, importers, buyers, dealers, designers, traders and consignment agents for all type of goods including Jewellery artificial or real, made of precious metal or precious stones or any other non precious material natural or man-made and any products made of leather, fashion items and accessories including equipments, plant & machinery, components, display articles, writing instruments and appliances.

The Transferee Company is a Public Company and its shares are listed on BSE Limited and National Stock Exchange of India Limited.

1.2 Satva Jewellery and Design Limited ("SJDL"), the Transferor Company

M/s Satva Jewellery and Design Limited (hereinafter referred to as the Transferor Company) were incorporated on 23.12.2004 with its Registered Office located in the Union Territory of Chandigarh. That the Transferor company is engaged in the business of all types of jewellery items and good or articles and precious metals. The main object of the Transferor company as enumerated in the Memorandum of Association is as under:

To carry on the business of manufacturer, assemblers, fabricators, retailers, distributors, exporters, importers, buyers, dealers, designers, traders and consignment agent, C & F agent by normal channels of E-commerce, all types of jewellery items and goods and articles or articles, stone setting of any kind on any materials including real diamonds and gem stones, Crystals and glass products, accessories, artificial jewellery or real jewellery made of precious metal, alloys or precious stones or other precious articles or surfaces, non precious material, natural or man made materials of all kinds.

The Registered Office of the Transferor Company is situated at SCO 88-89, Sector 8C, Madhya Marg, Chandigarh , India 160009.

The Transferor Company is an Unlisted Public Limited Company and the entire Issued, Subscribed and Paid up Equity Share Capital is held by the Transferee Company. By virtue of the Shareholding pattern, the Transferor Company is a Wholly Owned Subsidiary of the Transferee Company.

C. Purpose and Rationale of the Scheme

1.1 Satva Jewellery and Design Limited is wholly owned subsidiary of KDDL Limited, the Transferee Company. Both the companies are part of the Saboo Business Group.
1.2 Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have decided to amalgamate the Transferor Company together with their business and undertakings, with the Transferee Company, so as to achieve the following:
a) Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value and will improve the competitive position of the combined entity.
b) The existence of independent companies at times result in duplication of efforts and the integration and combination of such businesses will lead to greater and optimal utilization of resources. The amalgamation would, therefore, enable the Transferee Company to increase operations and confer a competitive advantage on the entire business. With integrated processes, the Transferee Company can achieve higher scales of operation.
c) The amalgamation of the operations of the Transferor Company into the Transferee Company will assist the Transferor Company and its management in meeting the funding through a common funding mechanism. This will result in effective management and utilization of funds for capital expenditure and working capital. The efficiencies generated through cash management of the merged entity and access to cash flow generated by the combined business can be deployed more efficiently to fund organic and inorganic growth opportunities and to maximize shareholders value
d) The amalgamated company will have the benefit of synergy, optimum use of human relations, expertise, and stability of operations and would help to achieve economies of scale through efficient utilization of resources and facilities.
e) Strengthened leadership in the Industry, in terms of the asset base, revenues, product range, production volumes and market share of the combined entity. The amalgamated entity will have the ability to leverage on its large asset base and vast pool of intellectual capital, to enhance shareholder value.

f) Enable the shareholders of KDDL Limited to get direct participation in the business of its present wholly owned subsidiary (Satva Jewellery and Design Limited).
1.3 Thus, as a whole, amalgamation of the Transferor Company with the Transferee Company in terms of the Scheme will be beneficial for both the companies, their shareholders, their creditors, employees, customers and all others concerned with the two companies.

The Scheme is divided into following parts:

Part I: Definitions and Interpretations -

Part II: Capital Structure

Part III: Amalgamation of the Transferor Company with the Transferee Company Part IV: Cancellation of Shares of Transferor Company & Increase of Authorized Share Capital of Transferee Company

Part V: Accounting treatment in the books of the Transferee Company Part VI: General terms and conditions

PART I

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

In addition to the words and expressions defined elsewhere in this Scheme, unless it is contrary or repugnant to the subject, context or meaning thereof, the following words and expressions shall have the meanings as set out hereunder:

1.1.1 “ Act ” means the (Indian) Companies Act, 2013, to the extent notified, and all amendments or statutory modifications thereto or re-enactments thereof, except where Otherwise expressly provided;
1.1.2 "Appointed Date " means 1st April, 2019 for Transferor Company or such other date as the Competent Authorities like Regional Director (Northern

Region, Ministry of Company Affairs, New Delhi / National Company Law Tribunal,(NCLT) Chandigarh in case reference is made by the Regional Director to NCLT, may direct, which shall be the date with effect from which this Scheme shall become effective and with effect from which date the Transferor Company shall amalgamate with the Transferee Company in terms of the Scheme, upon the order sanctioning this Scheme becoming effective.

Reasons for fixing “1[st] April, 2019” as “Appointed Date” :

(a) Pursuant to previous merger application filed under section 233 of the Company Act, 2013 (the act) between Satva Jewellery and Design Limited ("the Transferor Company") with KDDL LIMITED ("the Transferee Company'), National Company Law Tribunal (NCLT) Chandigarh Bench vide its order dated 15th October, 2019 directed that scheme should be considered as per the procedure laid down in section 232 of the Act and accordingly the Company’s Board of Directors at its meeting held on 3rd December, 2019 approved the present scheme and fixed “1st April, 2019” in place of “1st April, 2017” as appointed date. The date of 1[st] April, 2019 was fixed as the board and Company wanted to have the nearest possible date and preferably the financial year beginning to avoid unnecessary hassles of revision of financial results and tax returns of previous years. In addition, the latest financial year date will be reflecting true financial position of the Company. Also, the transferee Company will have the benefit of synergy, optimum use of human relations, expertise, and stability of operations and would help to achieve economies of scale through efficient utilization of resources and facilities from appointed date i.e 1[st] April, 2019.

1.1.3 "Amalgamation" means the amalgamation as specified under Section 2(1B) of the Income-tax Act, 1961.
1.1.4 "Board of Directors" in relation to SJDL or KDDL as the case may be, means the Board of Directors of the respective companies for the time being and shall include a committee of directors or any person authorized by the Board of Directors or such committee of directors.
1.1.5 "Effective Date " shall mean the last of the dates on which a certified copy of the order passed by the Regional Director/NCLT, Chandigarh sanctioning the Scheme, is filed by SJDL and KDDL respectively, with the Registrar of Companies, Punjab and Chandigarh and Registrar of Companies, Shimla Himachal Pradesh respectively in terms of applicable

provisions if any of the Companies Act, 2013.

1.1.6 "Financial Statements" include standalone and consolidated accounts, i.e., Balance sheet, statement of profit & loss, cash flow statement and notes to accounts of the Transferor Company and the Transferee Company, as the context may require.
1.1.7 “Governmental Authority " means any applicable central, state or local government, legislative body, regulatory or administrative authority, agency or commission or committee or any court, tribunal, board, bureau, instrumentality, Registrar of Companies, Regional Director, The Official Liquidator, National Company Law Tribunal and Courts of Relevant Jurisdiction, judicial or quasi-judicial or arbitral body having jurisdiction over the territory of India.
1.1.8 "National Company Law Tribunal " means the Hon'ble National Company Law Tribunal, Chandigarh Bench that has jurisdiction over SJDL and KDDL or such other forum or authority that may be vested with requisite powers under the Companies Act, 2013 in relation to provisions of 230 to 233 of the Companies Act, 2013
1.1.9 "Satva Jewellery" means Satva Jewellery and Design Limited (CIN: U36911CH2004PLC027767), an Unlisted Public Limited Company, which was incorporated on 23[rd] December, 2004 under the Indian Companies Act, 1956 having its registered office at SCO 88-89,Sector 8-C, Madhya Marg, Chandigarh 160009.
1.1.10 "KDDL " means KDDL Limited (CIN: L33302HP1981PLC008123), a listed Public Company, which was incorporated on 08.01.1981 under the Companies Act, 1956 having its, registered office at Plot No.3, Sector-Ill, Parwanoo, Himachal Pradesh - 173220, India.
1.1.11 "Scheme" means this Scheme of Amalgamation of Satva Jewellery and Design Limited with KDDL Limited, in its present form, or with any modification(s) made under paragraph 6.4 hereof.
1.1.12 "Subsidiary" means a subsidiary of KDDL Limited under Section 2(87) of the Act 2013.
1.1.13 “Transferor Company” means the Company i.e. Satva Jewellery and Design Limited amalgamating into KDDL Limited in terms of the Scheme.
1.1.14 "Transferee Company" means KDDL Limited.
1.1.15 "Transferred Undertaking" means and includes the whole of the undertaking

of the Transferor Company together, as on the Appointed Date (further details of which are set out in Paragraph 3.2. thereof), and includes:

i. all assets of the Transferor Company, wherever situated, as are movable in nature, whether present, future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal, including, without limitation current assets, capital work in progress including any 'capital expenditure on projects pending commencement of operations and project expenditure incurred, furniture, fixtures, appliances, accessories, office equipment, communication facilities, installations, vehicles, utilities, actionable claims, earnest monies, security deposits and sundry debtors, bills of exchange, inter corporate deposits, financial assets and accrued benefits thereto, insurance claims recoverable, prepaid expenses, outstanding loans and advances recoverable in cash or in kind or for value to be received (including capital advances),provisions, receivables, funds, cheques and other negotiable instruments, cash and bank balances and deposits including accrued interests thereto with Governmental Authority, other authorities, bodies, customers and other persons, benefits of any bank guarantees, performance guarantees, corporate guarantees, letters of credit and tax related assets (including service tax, input credits, CENVAT credits, value added tax, sales tax, entry tax credits or set-offs and any other tax benefits, exemptions and refunds)
ii. all immovable properties (i.e., land together with the buildings and structures standing thereon or under construction, development rights) (whether freehold, leasehold, leave and licensed or otherwise) including any tenancies in relation to office space, building plans, guest houses and residential premises including those provided to/occupied by the Transferred Employees. (as defined hereinafter) and documents of title, if any, rights and easements in relation thereto and all plant and machineries constructed on or embedded or attached to any such immovable properties and all rights, covenants, continuing rights, title and interests in connection with the said immovable properties;
iii. all investments of the Transferor Company including in the form of shares, scrips, stocks, bonds, debentures, debenture stock, units or pass through certificates and other securities and instruments, including all rights, interest and entitlement in relation thereto and rights and options exercised and application or subscription made for or in relation thereto ("Investments'); if

any,

iv. all permits, licenses, permissions, approvals, consents, municipal permissions, benefits, registrations, rights, entitlements, certificates, clearances, authorities, allotments, quotas, no-objection certificates and exemptions of the Transferor Company including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereof, including applications made in relation thereto (“Licenses”);
v. all benefits, entitlements, incentives and concessions under incentive schemes and policies including under customs, excise, service tax, VAT, sales tax and entry tax and income tax laws, subsidy receivables from Government, grants from any Governmental Authority, all other direct tax benefit/ exemptions/ deductions, carried forward of losses, sales tax deferrals, to the extent statutorily available to the respective Transferor Company, alongwith associated obligations;
vi. all contracts, agreements, Joint Venture Agreement, memorandum of understanding, bids, tenders, expressions of interest, letters of intent, commitments including to clients, and other third parties, hire and purchase arrangements, other arrangements, undertakings, deeds, bonds, investments and interest in projects undertaken by the Transferor Company, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise, to which the Transferor Company is a party, or to the benefit of which the Transferor Company may be eligible ("Contracts")
vii. all intellectual property rights of the Transferor Company, including pending applications (including hardware, software, source codes, parameterization and scripts), registrations, goodwill, logos, trade names, trademarks, service marks, copyrights, patents, technical know-how, trade secrets, domain names, computer programmes, moral rights, development rights, finished and ongoing research and development programs and all such rights of whatsoever description and nature, whether or not registered, owned or licensed, including any form of intellectual property which is in progress (“Intellectual Property”);
viii. all employees of the Transferor Company whether permanent or temporary, engaged in or in relation to the Transferor Company as on the Effective Date and whose services are transferred to the Transferee Company ('Transferred

Employees") and contributions, if any, made towards any provident fund, employees state insurance, gratuity fund, staff welfare scheme or any other special schemes, funds or benefits, existing for the benefit of such Transferred Employees ('Funds"), together with such of the investments made by these Funds, which are referable to such Transferred Employees;

ix. all loans, debts, borrowings, obligations, duties, forward contract liability, cash credits, bills discounted, deferred income, contingent liability[,] and liabilities (including present, future and contingent liabilities) pertaining to or arising out of activities or operations of the Transferor Company, including obligations relating to guarantees in respect of borrowings and other guarantees ("Transferred Liabilities");
x. all legal (whether civil or criminal), taxation or other proceedings or investigations of whatsoever nature (including those before any Governmental Authority) that pertain to the Transferor Company, initiated by or against the Transferor Company or proceedings or investigations to which the Transferor Company is party to, whether pending as on the Appointed Date or which may be instituted any time in the future ("Proceedings");
xi. all taxes, duties, cess, income tax benefits or exemptions including the right to claim deduction, to carry forward losses and tax credits under any provision of the Income Tax Act etc., that are allocable, referable or related to the Transferor Company, including all credits under Income tax Act, including MAT credit, book losses (if any), all or any refunds, interest due thereon, credits and claims relating thereto; and
xii. all books, records, files, papers, engineering and process information, building plans, databases, catalogues, quotations, advertising materials, lists of present and former credit, and all other books and records, whether in physical or electronic form, of the Transferor Company.

1.2 Interpretations

In this Scheme, unless the context otherwise requires:

1.2.1 References in this Scheme to "upon this Scheme becoming effective" or "effectiveness of this Scheme" shall mean the Effective Date of the Scheme;
1.2.2 References to the singular include a reference to plural and vice versa and reference to any gender includes a reference to all other genders;

1.2.3 Reference to persons shall include individuals, bodies corporate (wherever incorporated or un-incorporated), associations and partnerships;
1.2.4 Headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Scheme;
1.2.5 References to a paragraph shall be deemed to be a reference to a paragraph or Schedule of this Scheme;
1.2.6 Reference to the words 'hereof, 'herein' and 'hereby' and derivatives or similar words refer to this entire Scheme;
1.2.7 References to the words "including", "inter alia" or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.8 any reference to any statute or statutory provision shall include:
i. all subordinate legislations made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated from time to time) and any retrospective amendment; and
ii. such provision as from time to time amended, modified, reenacted or consolidated (whether before or after the filing of this Scheme) to the extent such amendment, modification, reenactment or consolidation applies or is capable of applying to the matters contemplated under this Scheme and (to the extent liability there under may exist or can arise) shall include any past statutory provision (as amended, modified, re-enacted or consolidated from time to time) which the provision referred to has directly or indirectly replaced.

PART-II

CAPITAL STRUCTURE

2 . 1 The capital structure of Satva Jewellery and Design Limited (the Transferor Company) as on 31[st] March, 2019 is set out below:

Share Capital Authorised Share Capital (30,00,000 Equity Shares of Rs.10/- each Issued, Subscribed and Paid Up Capital (30,00,000 Equity Shares of Rs.10/- each)	Amount in Rs.
	3,00,00,000
	3,00,00,000

2 . 2 The capital structure of KDDL Limited, the Transferee Company as on 31st March, 2019 is set out below:

Share Capital	Amount in Rs.
Authorised Share Capital (1,24,80,000 equity shares of Rs. 10 each)	12,48,00,000
Issued Share Capital (11,807,888 Equity Shares of Rs. 10 each)	11,807,8880
Subscribed and paid up Capital (11,633,608Equity shares of Rs. 10 each fully paid up	11,633,6080

Upto and as on date of approval of the Scheme by the Board of Directors of SJDL, there is no change in Issued, Subscribed and Paid-up share Capital of SJDL. However, the Board of Directors of KDDL had issued 5,250 and 11,250 Equity Shares of Rs. 10 each to the eligible employees under KDDL Employee Stock Option Plan-2011 on 6[th] November, 2019 and 14[th] February, 2020 respectively. The capital structure of KDDL Limited, the Transferee Company as on 31[st] March, 2020:

Share Capital	Amount in Rs.
Authorised Share Capital (1,24,80,000 equity shares of Rs. 10 each)	12,48,00,000
Issued Share Capital(1,18,24,388Equity Shares of Rs. 10 each)	11,82,43,880
Subscribed and paid up Capital (11,650,108 Equity shares of Rs. 10 each fully paid up	11,65,01,080

PART III

AMALGAMATION OF TRANSFEROR COMPANY WITH TRANSFEREE COMPANY

3.1 Transfer & Vesting of the Transferor Company

Upon the order of the Competent Authorities (RD/NCLT, Chandigarh) sanctioning the Scheme becoming effective, on and from the Appointed Date, the Transferred Undertaking of the Transferor Company shall, together with all its properties, assets, agreements including development Agreements, Joint Venture Agreements, Expression of Interest(EOI), rights, benefits, interests, liabilities and obligations, subject to the provisions of Paragraph 3.2 hereof in relation to the mode of vesting, and without any further deed or act and in accordance with Sections 230 to 233 of the Companies Act, 2013 and all other applicable provisions of law; be transferred to and vested in and be deemed to have been transferred to and vested in, the Transferee Company, as a going concern.

3.2 Without prejudice to the generality of the foregoing and to the extent applicable, unless otherwise stated herein, upon the order of the Competent Authorities (RD/NCLT, Chandigarh) sanctioning this Scheme becoming effective, on and from the Appointed Date:

3.2.1 Assets

a) In respect of such assets of the Transferor Company as are moveable in nature or are otherwise capable of transfer by delivery of possession, payment or by endorsement and delivery, the same shall stand transferred to and be vested in the Transferee Company and shall become the property of the Transferee Company. The vesting pursuant to this paragraph shall be deemed to have occurred by manual delivery or endorsement, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly, without requiring execution of any deed or instrument of conveyance for the same.
b) In respect of such assets of the Transferor Company as are or represent Investments registered and/or held in any form by or beneficial interest wherein is owned by the Transferor Company, the same shall stand. transferred/ transmitted to and be vested in and/or be deemed to have, been transferred/ transmitted to and vested in the Transferee Company, together with all rights, benefits and interest therein or attached thereto, without any further act or deed and thereupon the Transferor Company shall cease to be the registered and/or the beneficial owner of such investments. The Transferor Company shall: be deemed to be holding such investments for and on behalf of (and in trust for) and for the benefit of the Transferee Company and all profits or dividends and other rights or benefits accruing/paid/distributed on such investments and all

taxes thereon, or losses arising or expenses incurred relating to such investments, shall, for all intent and purposes, be treated as the profits, dividends, rights, benefits, taxes, losses or expenses, as the case may be, of the Transferee Company.

c) In respect of such of the moveable assets belonging to the Transferor Company other than those specified in paragraph 3.2.1(a) and (b) hereof, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or value to be received, bank balances and deposits, if any, the same shall (notwithstanding whether there is any specific provision for transfer of credits, assets or refunds under the applicable laws, wherever applicable), without any further act, instrument or deed by the Transferor Company or the Transferee Company or the need for any endorsements, stand transferred from the Transferor Company to and in favour of the Transferee Company. Any security, lien, encumbrance or charge. created over any assets in relation to the loans or borrowings or any other dues of the Transferor Company, shall, without any further act or deed, stand transferred to the benefit of the Transferee Company and the Transferee Company will have all the rights of the Transferor Company to enforce such security, lien, encumbrance or charge, by virtue of this Scheme.
d) All immovable properties of the Transferor Company (i.e. land together with the buildings and structures standing thereon or under construction, development rights). (whether freehold, leasehold, leave and licensed or otherwise) including any tenancies in relation to warehouses, office space, guest houses and residential premises including those provided to/occupied by the Transferred Employees and all documents of title, rights and easements in relation thereto and all plant and machineries constructed on or embedded or attached to any such immovable properties and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties, shall stand transferred to and be vested in and be deemed to have been transferred to and vested in the Transferee Company, without any further act or deed done/executed or being required to be done/ executed by the Transferor Company or the Transferee Company or both The Transferee Company shall be entitled to exercise and enjoy all rights and privileges attached to the immovable properties and shall be liable to pay the ground rent and taxes and fulfill all obligations and be entitled to all, rights in relation to or as applicable to such immovable properties.

3.2.2 Licenses & Certificates

All Licenses, building plans, permits, registrations & ownership certificate issued by various registering & statutory authorities relating to the Transferor Company shall stand transferred to and be vested in the Transferee Company, without any further

act or deed done by the Transferor Company or the Transferee Company[,] and be in full force and effect in favour of the Transferee Company, as if the same were originally given to, issued to or executed in favour of the Transferee Company and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company.

3.2.3 Benefits, Entitlements, Incentives and Concessions

All benefits, entitlements, incentives and concessions under incentive schemes and policies that the respective Transferor Company is entitled to, including under customs, excise, service tax, VAT, sales tax and entry tax and income tax laws, subsidy receivables from Government, grants from any governmental authority, direct tax benefit/ exemptions/ deductions, carried forward of losses shall, to the extent statutorily available and alongwith associated obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions.

3.2.4 Contracts

a) All Contracts, Agreements which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or oblige thereto.
b) Any inter-se contracts between the Transferor Company on one hand and the Transferee Company on the other hand shall stand cancelled and cease to operate upon the coming into effect of this Scheme.
c) All guarantees provided by any bank in favour of the Transferor Company outstanding as on the Effective Date, shall vest in the Transferee Company and shall ensure to the benefit of the Transferee Company and all guarantees issued by the bankers of the Transferor Company at the request of the Transferor Company favouring any third party shall be deemed to have been issued at the request of the Transferee Company and continue in favour of such third party till its maturity or earlier termination.

3.2.5 Intellectual Property

All Intellectual Property of the Transferor Company shall stand transferred to and be vested in the Transferee Company and be in full force and effect in favour of the

Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto.

3.2.6 Transferred Shares

a) All Transferred Employees of the Transferor Company shall be. deemed to have become the employees and staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on terms and conditions no less favorable than those on which they are engaged by the Transferor Company, as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefit, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits.
b) The Transferee Company agrees that the services of all transferred Employees with the Transferor Company prior to the transfer, shall be taken into account for the purposes of all benefits to which such Transferred Employees may be eligible, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and other retirement benefits and accordingly, shall be reckoned from the date of their respective appointment in the Transferor. Company The Transferee Company undertakes to pay the same, as and when payable under applicable laws.
For avoidance of doubt, in relation to those Transferred Employees for whom the Transferor Company is making contributions to the Government provident fund, the Transferee Company shall stand substituted for the respective Transferor Company for all purposes whatsoever, including in relation to the obligation to make contributions to such funds in accordance with the Provisions of such funds, bye-laws, etc. in respect of the Transferred Employees.
c) All contributions, made by the Transferor Company on behalf of the Transferred Employees and all contributions made by the Transferred Employees including the interests arising thereon, to the Funds and standing to the credit of such Transferred Employees account with such Funds, shall, upon this Scheme becoming effective, be transferred to the funds maintained by the Transferee Company along with such of the investments made by such Funds which are referable and allocable to the Transferred Employees and the Transferee Company shall stand substituted for the Transferor Company with regard to the obligation to make the said contributions.
d) The contributions made by the Transferor. Company under applicable law in

connection with the Transferred Employees, to the Funds, for the period after the Appointed Date shall be deemed to be contributions made by the Transferee Company.

e) The Transferee Company shall continue to abide by the agreement(s) and settlement(s) entered into with the employees by the Transferor. Company, if any, in terms of such agreement(s) and settlement(s) subsisting on the Effective Date, in relation to the Transferred Employees.

3.2.7 Transferred Liabilities and Security

a) All Liabilities of the Transferor Company, shall, to the extent they are outstanding as on the Effective Date, without any further act, instrument or deed, stand transferred to and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations, etc., as the case may be, of the Transferee Company and shall be exercised by or against the Transferee Company, as if it had incurred such Transferred Liabilities.

b) The Transferee Company alone shall be liable to meet, discharge and satisfy the Transferred Liabilities as the borrower/ creditor in respect thereof.
c) This Scheme shall not operate to enlarge or extend the security for any of the Transferred Liabilities and the Transferee Company shall not be obliged to create any further or additional securities after the Effective Date, unless otherwise agreed to by the Transferee Company with such secured creditors and subject to the consent and approval of the existing secured creditors of the Transferee Company, if any. Further, this Scheme shall not operate to enlarge or extend the security for any loan, deposit, credit or other facility availed by the Transferee Company, in as much as the security shall not extend to any of the assets forming part of the Transferred Undertakings.
d) In so far as the existing security in respect of the Transferred Liabilities is concerned, such security shall, without any further act, instrument or deed, be modified and shall be extended to and shall operate only over the assets forming part of the Transferred Undertakings of the Transferor Company, which have been charged and secured and subsisting as on the Effective Date, in respect of the Transferred Liabilities. Provided that if any of the assets forming part of the Transferred Undertakings of the concerned Transferor Company have not been charged or secured in respect of the Transferred Liabilities, such assets shall remain unencumbered and the existing security referred to above shall not be extended to and shall not operate over such assets.
e) 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 Transferred Liabilities have arisen in order to give effect to the provisions of this paragraph.

f) It is expressly provided that, save as mentioned in this paragraph 3.2.7, no other term or condition of the Transferred Liabilities is modified by virtue of this Scheme, except to the extent that such amendment is required by necessary implication or by law.
g) The Transferred Liabilities, if any, due or which may at any time in the future become due only inter-se the Transferor Company and the Transferee Company, shall stand discharged and there shall be no liability in that behalf on either company and corresponding effect shall be given in the books of account and records of the Transferee Company, in accordance with Part V of this Scheme.

3.2.8 Legal and other such Proceedings

All Proceedings transferred to the Transferee Company pursuant to the Scheme, shall not abate or be discontinued or in any way be prejudicially affected by reason of the amalgamation of the Transferor Company or by anything contained in this Scheme and the proceedings shall continue and any prosecution shall be 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 or enforced by or against the Transferor Company, as if this Scheme had not been made. The Transferee Company undertakes to have such Proceedings relating to or in connection with the Transferor Company, initiated-by or against the said Transferor Company, transferred in the name of the Transferee Company as soon as possible, after the Effective Date, and to have the same continued, prosecuted and enforced by or against the Transferee Company. The Transferee Company also undertakes to pay all amounts including interest, penalties, damages, etc., which the Transferor Company may be called upon to pay or secure in respect of any liability or obligation relating to the Transferor Company for the period from the Appointed Date up to the Effective Date and any costs incurred by the Transferor Company in respect of such proceedings started by or against it relatable to the period from the Appointed Date up to the Effective Date upon submission of necessary evidence by the said Transferor Company to the Transferee Company for making such payment.

3.2.9 Tax Treatment

All taxes, duties, cess, MAT credit, tax related assets (including service tax, input credit, CENVAT, value added tax, sales tax, entry tax etc that are allocable, referable or related to the Transferor Company and payable, whether due or not, upto a day immediately preceding the Appointed Date, including all advance tax payments, tax deducted at source, tax liabilities or any refunds, tax obligations, credit and claims, carry forward losses and tax credits under any provision of the Income Tax Act, 1961 shall, for all intent and purposes, be treated as the liability or refunds, credit and claims, as the case may be, of the Transferee Company.

3.2.10 Books and Records

All books, records, files, papers, engineering and process information, building plans, databases, catalogues, quotations, advertising materials, if any, lists of present and former clients and all other books and records, whether in physical or electronic form, of the Transferor Company, to the extent possible and permitted under applicable laws, be handed over by them to the Transferee Company.

3.3. Conduct of Business

3.3.1 With effect from the Appointed Dates and upto the Effective Date:
a) The Transferor Company shall carry on its business with reasonable diligence and commercial prudence and in the same manner as it has been doing hitherto;
- b) The Transferor Company shall carry on and shall be deemed to have carried on all their respective business activities and shall hold and stand possessed and shall be deemed to have held and stood possessed of all the said assets, rights, title, interests, authorities, Contracts, investments and decisions, benefits for and on account of and in trust for the Transferee Company;
- c) All obligations, liabilities, duties and commitments attached, related or pertaining to the Transferor Company shall be undertaken and shall be deemed to have been undertaken for and on account of and in trust for the Transferee Company, and
- d) All the profits and incomes accruing or arising to the Transferor Company and all expenditure or losses arising or incurred by the Transferor Company shall, for all purposes, be treated and be deemed to be the profits and incomes or expenditures and losses, as the case may be, of the Transferee Company.
3.3.2 All assets acquired, leased or licensed, Licenses obtained, benefits, entitlements, incentives and concessions granted, Contracts entered into, Intellectual Property developed or registered or applications made thereto, Transferred Liabilities incurred and Proceedings initiated or made party to, between the Appointed Date and till the Effective Date by the Transferor Company shall be deemed to be transferred and vested in the Transferee Company. For avoidance of doubt, where any of the Transferred Liabilities as on the Appointed Date (deemed to have been transferred to the Transferee Company) have been discharged by

the Transferor Company on or after the Appointed Date but before the Effective Date, such discharge shall be deemed to have been for and on behalf of the Transferee Company for all intent and purposes and under all applicable laws Further, in connection with any transactions between the Transferor Company and the Transferee Company between the Appointed Date and upto the Effective date, if any service tax has been paid by the Transferor Company, then upon the Scheme coming into effect, the Transferee Company shall be entitled to claim refund of such service tax paid by the Transferor Company.

3.3.3 With effect from the Effective Date, the Transferee Company shall carry on and shall be authorised to carry on the business of the Transferor Company and till such time as the name of account holder in the respective bank accounts of the Transferor Company is substituted by the bank in the name of the Transferee Company, the Transferee
3.3.4 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Transferor Company occurs by virtue, of Part III of this Scheme itself, the Transferee Company may, at any time after the Effective Date, in accordance with the provisions hereof, if so required under applicable law or otherwise, give notice in such form, as may be required or as it may deem fit and proper or enter into or execute deeds (including deeds of adherence), confirmations, novations, declarations or other writings or documents as may be necessary and carry out and perform all such formalities and compliances, for and on behalf of the Transferor Company, including, with or in favour of and required by (i) any party to any Contract to which the Transferor Company is a party; or (ii) any Governmental Authority or non-government authority, in order to give formal effect to the provisions of this Scheme. Provided however, that execution of any confirmation or novation or other writings or arrangements shall in no event postpone the giving effect to this Scheme from the Effective Date.
3.3.5 To the extent possible, pending sanction of this Scheme, the Transferor Company or the Transferee Company shall be entitled to apply to the relevant Governmental Authorities and other third parties concerned, as may be necessary under any law or contract for transfer or modification of such consents, approvals and sanctions which the Transferee Company may require to own and carry on the business of the Transferor Company with effect from the Effective Date and subject to this Scheme being sanctioned by the RD/NCLT, Chandigarh.

3.3.6 For the purpose of giving effect to the order passed under Sections 230 to 233 and any other applicable provisions if any of the Companies Act, 2013 in respect of this Scheme by the RD/NCLT, Chandigarh, the Transferee Company shall, upon the Scheme becoming effective, be entitled to get the record of the change in the legal right(s) standing in the name of the Transferor Company, in its favour in accordance with such order and the provisions of Sections 230 to 233 and any other applicable provisions if any of the Companies Act, 2013.

3.4 Saving of Concluded Transactions

The transfer and vesting of the Transferor Company with and into the Transferee Company under Part III of the Scheme, shall not affect any transaction or proceedings already completed or liabilities incurred by the Transferor Company, either prior to or on or after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company shall accept and adopt all acts, deeds and things done and executed by or on behalf of the Transferor Company in respect thereto as acts, deeds and things done and executed by and on behalf of itself.

3.5 EMPLOYEES:

3.5.1 All the employees of the Transferor Company in service on the Effective Date shall become the employees of the Transferee Company on the same terms and conditions on which they are engaged by the Transferor Company without treating it as a break, discontinuance or interruption in service on the said date.
3.5.2 Accordingly the services of such employees for the purpose of Provident Fund or Gratuity or Superannuation or other statutory purposes and for all purposes will be reckoned from the date of their respective appointments with the Transferor Company .
3.5.3 It is expressly provided that the Provident Fund or Gratuity Fund or Superannuation or other fund created for the benefit of the employees of the Transferor Company shall be continued by the Transferee Company and the Transferee Company shall stand substituted for the Transferor Company for all

purposes whatsoever, including in relation to the obligation to make contributions to the said Fund or Funds in accordance with the provisions there to the end and intent that all rights, duties, powers and obligations of the Transferor Company in relation to such Fund or Funds shall become those of the Transferee Company.

3.6 Dissolution of Transferor Company

Upon this Scheme becoming effective, Satva Jewellery and Design Limited shall stand dissolved without being wound-up.

PART IV

CANCELLATION OF SHARES OF TRANSFEROR COMPANY & INCREASE/ CONSOLIDATION OF AUTHORISED SHARE CAPITAL OF TRANSFEREE COMPANY

4.1 Cancellation of Shares of Transferor Company

4.1.1 The Transferor Company is wholly owned subsidiary of Transferee Company and therefore upon amalgamation of Transferor Company with Transferee Company in terms of the Scheme becoming effective, the entire paid-up share capital i.e., equity share capital of the Transferor Company held by the Transferee Company shall without any act or deed stand automatically cancelled and be extinguished and in lieu thereof and the Transferee Company shall not be required to issue and / or allot any shares to the members of the Transferor Company.

4.2 Increase/ consolidation of authorized share capital of the Transferee Company

4.2.1 Upon this Scheme becoming effective and upon the transfer and vesting of SJDL into KDDL pursuant to this Scheme, the entire authorized share capital of SJDL equals to Rs. 3,00,00,000/- (divided into 30,00,000 equity shares of Rs. 10 each shall stand merged with the authorized share capital of the KDDL, the Transferee Company.
4.2.2 Thus, the Authorized Share Capital of the Transferee Company (KDDL) of Rs.12,48,00,000/-. comprising of Equity Share Capital of Rs.12,48,00,000/divided into 1,24,80,000 Equity Shares of the face value of Rs.10/- each, shall stand increased by Rs.3,00,00,000/- to Rs. 15,48,00,000/-comprising of Equity

Share Capital of Rs. 15,48,00,000 divided into 1,54,80,000 Equity Shares of the face value of Rs.10/- each.

4.2.3 Accordingly, the authorized share capital of the Transferee Company shall stand increased to an amount of Rs. 15,48,00,000/- and Clause V of the Memorandum of Association of KDDL (relating to the authorized share capital) shall, without any 'further act, fee, instrument or deed, be and stand altered, modified and amended pursuant to Sections 13 and 61 of the Companies Act, 2013 and Section and other applicable provisions of the Companies Act, 2013 as the case may be and be replaced by the following clause:

'The Authorized Share Capital of the Company is Rs.15,48,00,000/- (Rupees Fifteen Crores Forty lacs only) divided into 1,54,80,000 (One Crore Fifty Four Lacs Eighty thousand only) Equity Shares of the face value of Rs.10 (Rupees Ten) each, with power to the Company to increase or reduce or modify the said classes into several classes and to attach thereto respectively and preferential, deferred, qualified or special right privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be for the time being be provided for by the Articles of Association of the Company.

4.2.4 The stamp duty, or filing fees paid on the authorized share capital of the Transferor Company is permitted to be utilized and applied towards the increase in the authorized share capital of the Transferee Company in accordance with this paragraph 4.2 and no additional stamp duty shall be payable and no additional fee shall be payable to any regulatory authorities in relation to such increase in the. authorized share capital of the Transferee Company. The Transferee Company shall file the requisite documentation with the relevant Registrar of Companies, which has jurisdiction over the Transferee Company, for the increase of the authorized share capital of the Transferee Company as aforesaid. It is hereby clarified that for the purposes of increasing the authorized share capital in accordance with this paragraph 4.2, the sanction of the RD/NCLT, Chandigarh shall be deemed to be sufficient for the purposes of effecting this amendment and that no further approval or resolution under any applicable provisions of the Companies Act, 2013 would be required to be separately passed.

PART V

ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE COMPANY

5 . 1 Accounting treatment in respect of amalgamation of Transferor Company with Transferee Company
5.1.1 Accounting for the amalgamation of SJDL (the "Transferor 'Company"), and treatment of reserves, if any, in the Financial Statements of the Transferee Company shall be as per Indian Accounting Standard (Ind AS) 103 on Business Combinations prescribed by the Central Government under section 133 of the Companies Act, 2013 under the Companies (Indian Accounting Standard) Rules, 2015, including any modifications, amendments or changes from time to time.
5.1.2 Transferee Company shall record the assets and liabilities relating to Transferred Undertaking of Transferor Company vested in it pursuant to this Scheme, at their respective carrying amounts as appearing in the consolidated financial statement of the Transferee Company.
5.1.3 The identity of the reserves of the Transferor Company, if any, shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner in which they appeared in the financial statements of the Transferor Company Accordingly, if prior to this Scheme becoming effective there is any Reserve in the financial statements of the Transferor Company mentioned above, which are available for distribution to shareholders whether as bonus shares or dividend or otherwise, the same would continue to remain available for such distribution by the Transferee Company, subsequent to this Scheme becoming effective.
5.1.4 The balances of the profit and loss accounts of Transferor Company (as appearing in financial statements mentioned above) shall be aggregated, and added to or set-off from, as the case may, be, the corresponding balance appearing in the financial statements of the Transferee Company,
5.1.5 Upon coming into effect of this Scheme, to the extent that there are intercompany loans, advances, deposits balances or other obligations as between the Transferor Company and the Transferee Company, the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of accounts and records of the Transferee Company for the reduction of any assets or liabilities, as the case may be.

5.1.6 The shares held by the Transferee Company in the Transferor Company shall stand cancelled and there shall be no further obligation / outstanding in that behalf.
5.1.7. The difference between the investment in the financial statements of the Transferee Company in the Transferor Company and, the amount of paid-up share capital of the Transferor Company respectively, shall be recorded as per the provisions of the applicable accounting standard.
5.1.8 In case of any differences in the accounting policies between Transferor Company as compared to the Transferee Company (KDDL), the accounting policies followed by the Transferee Company shall prevail to ensure that the financial statements of Transferee Company reflect the financial position on the basis of consistent accounting policies.
5.1.9 The Transferor Company is wholly owned subsidiary of the Transferee Company, thus pursuant to the Scheme no new shares shall be issued after the Scheme is sanctioned by the RD/NCLT, Chandigarh.
5.1.10 Comparative financial information in the financial statements of the Transferee Company shall be restated for the accounting impact of merger, as stated above, as if the merger had occurred from the beginning of the comparative period.
5.1.11 The Board of directors of the Transferee Company are authorised to take decisions for the operative part for implementation and interpretation of the scheme as it may deem fit in accordance with the applicable accounting standards and generally accepted accounting policies.

PART VI

GENERAL TERMS AND CONDITIONS

6.1. Application(s) to the Regional Director, Ministry of Company Affairs, New Delhi /National Company Law Tribunal [NCLT]

6.1.1 The Transferor Company and the Transferee Company shall make, as applicable, joint or separate applications/ petitions under Section 230 to 233 of the Companies

Act, 2013 to the Regional Director of Department of Company Affairs, New Delhi/ NCLT, Chandigarh as necessary, inter act, to seek orders for dispensing with or for convening, holding or conducting of the meetings of their respective, shareholders and creditors, sanctioning of this Scheme and for consequent actions including for dissolution of the Transferor Company without winding up and further applications / petitions under Sections 230 to 233 of the Companies Act, 2013 including for sanction / confirmation / clarification of the Scheme or connected therewith, as necessary.

6.2 Revision of accounts and tax filings, modification of charge

6.2.1 Upon this Scheme becoming effective and from the Appointed Date, the Transferee Company is expressly permitted to revise and file its income tax returns and other statutory returns, including tax deducted at source returns, services tax returns, excise tax returns, sales tax and value added tax returns, as may be applicable and has, expressly reserved the right to make such provisions in its returns and to claim refunds or credits etc, if any. Such returns may be revised and filed notwithstanding that the statutory period for such revision and filing may have lapsed.
6.2.2 Filing of the certified copy of the order of the NCLT sanctioning this Scheme with the relevant Registrar of Companies, Chandigarh shall be deemed to be sufficient for creating or modifying the charges in favour of the secured creditors, if any, of the Transferor Company, as required as per the, provisions of this Scheme.

6.3 Tax Neutrality

6.3.1 The amalgamation in accordance with this Scheme shall be pursuant to and in compliance with the provisions of Section 2(1B) of the Income-tax Act, 1961, or any modification or re-enactment thereof.
6.3.2 If any terms or provisions of this Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the Scheme shall then stand modified to the extent determined necessary to comply with the said provisions. Such modifications will, however, not affect other parts of this Scheme.

6.4 Adjustment of reserve within equity

6.4.1 Upon the scheme becoming effective and after obtaining the necessary approvals

The amount of reserve mentioned in paragraph 5.1.7 will be adjusted against the accumulated losses of the Transferor Company. The Reduction in the reserve shall be effected as an integral part of the Scheme, and here applicable, in accordance with the provisions of Section 66 of the Companies Act, 2013 and the order of the RD/ NCLT, Chandigarh sanctioning the Scheme shall be deemed to be also the Order under Section 66 of the Companies Act, 2013 for the purpose of confirming the relevant reductions. The reductions would not involve whether a diminution of liability in respect of unpaid share capital or payment of paid-up share capital and the provisions of Section 66 of the Companies Act, 2013 will not be applicable. Notwithstanding the reduction as mentioned above, KDDL Limited the Transferee company shall not be required to add “and reduced” as a suffix to its name and KDDL Limited shall continue in its existing name.

6.5 Modifications and Amendments to the Scheme

6.5.1 Notwithstanding anything to the contrary contained in this Scheme, the Transferor Company and the Transferee Company (acting through their respective Board of Directors or a committee thereof or authorised representatives) may make or assent, from time to time, to any modifications, amendments, clarifications or confirmations to this Scheme, which they deem necessary and expedient or beneficial to the interests of the stakeholders and the Regional Director, Northern Region /National Company Law Tribunal, Chandigarh.
6.5.2 The Transferor Company and the Transferee Company (acting through their respective Board of Directors or a committee thereof or authorised representatives) shall be authorised to take all such steps and give such directions, as may be necessary, desirable or proper, to resolve any doubts, difficulties or questions that may arise in regard to and of the meaning or interpretation of this Scheme or implementation thereof or in any manner whatsoever connected therewith, whether by reason of any directive or orders of the RD/NCLT, Chandigarh or any other authorities or otherwise, howsoever arising out of or under or by virtue of this Scheme or any matter concerned or connected therewith and to do and execute all acts, deeds, matters and, things necessary for giving effect to this Scheme.
6.5.3 For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the delegate of the Transferor Company and the Transferee Company may give and are hereby authorised to

determine and give all such directions as are necessary and such determination or directions, 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.

6.5.4 However, no modifications and / or amendments to the Scheme can be carried out or effected by the Board of Directors without approval of the RD/NCLT, Chandigarh and the same shall be subject to powers of the RD/NCLT, Chandigarh under Section230 to 233 of the Companies Act, 2013.

6.6 Conditionality of the Scheme

6.6.1 This Scheme is conditional upon and subject to the following:
A Requisite consent, approval or permission of the Appropriate Authorities or any other statutory or regulatory authority, which by law may be necessary for the implementation of this Scheme.
B The Scheme being approved by the respective requisite majorities of the members and creditors of the Transferor Company and Transferee Company as may be directed by the Regional Director/NCLT, Chandigarh and/or any other, competent authority and it being sanctioned by the RD/NCLT, Chandigarh and / or any other competent authority, as may be applicable.
C As para (I) (A) (9) (a) of Annexure I of SEBI Circular No. CIR/CFD/CMD/ 16/2015 dated 30th November, 2015 is applicable to this Scheme, therefore it is provided in the Scheme that the Transferee Company will provide voting by the public shareholders through postal ballot and e-voting and will disclose all material facts in the explanatory statement to be sent to the shareholders in relation to the said Resolution.
D As para (I) (A) (9) (a) of Annexure I of SEW Circular No. CIR/ CFD/ CMD/16/2015 dated 30th November, 2015 is applicable to this Scheme, the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the Scheme are more than the number of votes cast by the public shareholders against it.
E The SEBI has vide its Circular No CFD/DL3/CIR/2017/21 dated 10.03.2017 granted exemption to Listed Company for obtaining NOC from the Stock

Exchanges where the share of the Company are listed in the case of amalgamation of a Listed Company with its wholly owned subsidiary Company and only disclosures requirements are applicable.

F All other sanctions and approvals as may be required by law including registration of the order of the RD/NCLT, sanctioning the Scheme of Amalgamation or any other Appropriate Authority, by the Registrar of Companies, under the Act in respect of this Scheme being sanctioned.
G Certified copies of the orders of the RD/ NCLT, Chandigarh or such other competent authority, as may be applicable, sanctioning this Scheme being filed with the respective Registrar of Companies.
6.6.2 Notwithstanding anything to the contrary contained herein, the non-receipt of any sanctions or approvals for transfer of a particular asset or liability forming part of the Transferor Company to the Transferee Company pursuant to this Scheme, shall not affect the effectiveness of this Scheme, if the Board of Directors of the Transferor Company and the Transferee Company so decide.
6.6.3 On the sanction of this Scheme and upon this Scheme becoming effective, the following shall be deemed to have occurred on the Appointed Date and become effective and operative only in the sequence and in the order mentioned hereunder:
- a) Amalgamation of SJDL and transfer and vesting thereof in KDDL;
- b) Transfer of the Authorized Share Capital of SJDL to KDDL and consequential increase in the authorised share capital of the Transferee Company (in accordance with paragraph 4.2 hereof).

6.7 Revocation and withdrawal of this Scheme

The Board of Directors of the Transferor Company and the Transferee Company shall be entitled to revoke, cancel, withdraw and declare this Scheme to be of no effect at any stage, but before the Effective date, and where applicable re-file, at any stage in case (a) this Scheme is not approved by the RD/NCLT, Chandigarh or if any other consents, approvals, permissions, resolutions, agreements, sanctions and conditions required for giving effect to this Scheme are not received or delayed; (b) any condition or modification imposed by the RD/NCLT, Chandigarh and/or any other authority is not acceptable; (c) the coming into effect of this Scheme in terms of the provisions hereof or filing of the drawn up order(s) with any Governmental Authority could have adverse implication on either of the Transferor Company and/or the Transferee Company; or (d) for any other reason whatsoever, and do all such acts, deeds and things as they may deem

necessary and desirable in connection therewith and incidental thereto. On revocation, cancellation or withdrawal, this Scheme shall stand revoked, cancelled or withdrawn and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se between the respective Transferor Company and the Transferee Company or their respective shareholders or creditors or employees or any other person, save and except in respect of any act or deed done prior .thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the applicable law and in such case, each party shall bear its own costs, unless otherwise mutually agreed.

6.8 Severability

If any part of this Scheme is held invalid, ruled illegal by any RD/NCLT, Chandigarh of competent jurisdiction, or becomes unenforceable for any reason, Whether under present or future laws, then it is the intention of both the Transferor Company and the Transferee Company that such part of the Scheme shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part of the Scheme shall causes this Scheme to become materially adverse to either the Transferee Company or, the Transferor Company, in which case the Transferor Company and the Transferee Company shall attempt to bring about a modification in this Scheme, as will best preserve for the parties the benefits and obligations of this Scheme, including but not limited to such part of the Scheme.

6.9 Mutation of property

Upon the Scheme coming into effect and with effect from the Appointed Date, the title to the immovable properties including development rights, of the Transferred Undertakings shall be deemed to have been mutated and recognised as that of the Transferee Company and the mere filing of the certified true copy of the vesting order of the Tribunal sanctioning the Scheme with the appropriate Registrar or Sub-registrar of Assurances or with the relevant Government agencies shall suffice as record of continuing title of the immovable properties including development rights of the Transferred Undertakings with the Transferee Company pursuant to the Scheme becoming effective and shall constitute a deemed mutation and substitution thereof.

6.10 Dividend

6.10.1 The respective Transferor Company and the Transferee Company shall be entitled to declare and pay dividends, whether interim or final, to their, respective shareholders, as may be decided by their respective Board of Directors, in respect of the accounting period prior to the Effective Date. 6.10.2 It is clarified that the aforesaid provisions in respect of declaration of dividends is an enabling provision only and shall not be deemed to confer any right on any shareholder of either of the Transferor Company or the Transferee Company to demand or claim any dividends, which is

subject to the provisions of the Companies Act, 2013, shall be entirely at the discretion of the Board of Directors of the Transferor Company and the Transferee Company, as the case may be, subject to such approval of the respective shareholders, as may be required.

6.11 Costs and expenses

All costs, expenses, charges, taxes, fees and all other expenses, if any, including stamp duty and registration charges, if any, arising out of or incurred in carrying out and implementing the terms of this Scheme and the incidentals thereto shall be borne and paid by the Transferee Company.