NBCC (India) Limited — M&A Activity 2021

Jan 22, 2021

NBCC/BS/ST EX/2020-21 January 22, 2021

National Stock Exchange of India Ltd. Exchange Plaza, 5 th Floor, Plot no. C/1,G Block Bandra -Kurla Complex Bandra (E), Mumbai-400051	BSE Limited, Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001
NSE Symbol: NBCC/EQ	Scrip Code: 534309

Subject: Scheme of Merger of NBCC Environment Engineering Limited (Transferor Company 1), NBCC International Limited (Transferor Company 2), the wholly owned Subsidiary Companies of NBCC (India) Limited with NBCC (India) Limited (Transferee Company)

Sir,

Pursuant to the Regulation 37 of SEBI (LODR), 2015 and in furtherance of our earlier intimation dated July 7, 2020 regarding merger of NBCC Environment Engineering Limited (Transferor Company 1), NBCC International Limited (Transferor Company 2) with NBCC (India) Limited (Transferee Company), kindly find enclosed herewith the Scheme of Merger filed with the Ministry of Corporate Affairs and other statutory bodies as at Annexure-I.

A copy of Scheme of Merger has been filed with the Ministry of Corporate Affairs on December 24, 2020 for required approval.

This is for information and records.

Thanking you,

Yours Sincerely, For NBCC (India) Limited

foe

Deepti Gambhir Company Secretary F-4984

CIN-L7489DL1960G01003335

SCHEME OF ARRANGEMENT FOR MERGER

BETWEEN

NBCC ENVIRONMENT ENGINEERING LIMITED

(TRANSFEROR COMPANY No. 1)

AND

NECC INTERNATIONAL LIMITED

(TRANSFEROR COMPANY No, 2)

AND

NBCC (INDIA) LIMITED (TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

FOR MERGER OF

NBCC ENVIRONMENT ENGINEERING LIMITED

(TRANSFEROR COMPANY No. 1)

AND

NBCC INTERNATIONAL LIMITED (TRANSFEROR COMPANY No. 2)

WITH

NBCC (INDIA) LIMITED (TRANSFEREE COMPANY)

UNDER SECTION 230-232 OF THE COMPANIES ACT, ²⁰¹³

PARTS OF THE SCHEME

This Scheme is divided into following parts:

• 1. Part A deals with the definitions, Interpretation and Share Capital. 2. Part B deals with the Merger of NBCC Environment Engineering Limited & NBCC International Limited with NBCC (India) Limited.
• 1. Part C deals with the Accounting Methodology adopted for the Merger,
• 1. Part D deals with the General Terms and Conditions that would be . applicable to the scheme.

SCHEME OF ARRANGEMENT FOR MERGER

BETWEEN

NBCC ENVIRONMENT ENGINEERING LIMITED

(TRANSFEROR COMPANY No. 1)

AND

NBCC INTERNATIONAL LIMITED

(TRANSFEROR COMPANY No. 2)

AND

NBCC (INDIA) LIMITED (TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PREAMBLE

An Overview of Scheme of Merger

* This Scheme of Merger ('Scheme') is presented under Sections ²³⁰te 232 and other applicable provisions of the Companies Act, ²⁰¹³read with Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 for Merger of WBECC ENVIRONMENT ENGINEERING LIMITED (Transferor Company No. 1) AND NECC INTERNATIONAL LIMITED (Transferor Company No. 2) with NBCC (INDIA) LIMITED (Transferee Company).

* The Transferor Company Nos. 1 and 2? are wholly owned subsidiary of Transferee Company. Hence, In consideration Transferee Company will not issue any shares under the scheme of Merger. The existing shareholding of Transferee Company ⁱ

⁺In addition, this Scheme of Merger also provides for various other matters consequential or otherwise integrally connected herewith.

II. Background and Description of Companies

• 1. NECC ENVIRONMENT ENGINEERING LIMITED or NEEL or Transferor Company No, 1 bearing CIN U90009DL2017G01320411 was originally incorporated on July 10, 2017 in accordance with the provisions of the Companies Act, 2013.The registered office of the Company is situated at Shop No 25/3, NBOC Place, Pragati Vihar, Bhisham Pitahmah Marg, New Delhi- 110003. The Company was incorporated to do the business in the field of environment and Sustainability.
• 1. NBCC INTERNATIONAL LIMITED or MIL or Transferor Company No. 2 bearing CIN U4S309DL2017G0I320210 was originally incorporated on July 05, 2017 in accordance with the provisions of the Companies Act, 2013.The registered office of the Company is situated at 25/4, NBCC Place, Pragati Vihar, Bhisham Pitahmah Marg, New Delhi- 110003, The Company was incorporated to do the business of consultancy and construction in Overseas Countries.
• 1. NBCC (INDIA) LIMITED or Transferee Company bearing CIN L/4899DL1960G01003335 was originally incorporated on November 15, 1960 In accordance with the provisions of the Companies Act, ¹³⁵⁶as National Building Construction Corporation Limited, subsequently the company has changed its name to its existing name |.¢. NBCC (INDIA) LIMITED on May 23, 2016. Presently, the registered office of the Company is situated at NBCC Bhawan, Lodhi Road New Delhi- 110003,

NBCC is a Govt. of India Civil Engineering Enterprise, with its Headquarter in Delhi, today, holds the status of Navratna CPSE, and has emerged as the undisputed leader in the Construction Sector on the back of its capabilities, innovative approach, adherence to highest standard of quality, timely delivery and a dedicated workforce, NBCC being Navratna SESet is listed on the National Stock

Project Management Consultancy (PMC): Executing landmark Projects in diversified sectors as also Redevelopment Projects for Government,

Engineering Procurement & Construction (EPC): Working in ^a niche market and constructing Chimneys, Cooling Towers for Power Sector.

Real Estate Development: Developing Residential and Commercial inventories for Governments and the Public at large.

ITT. OBJECTS AND RATIONAL FOR THE SCHEME

• * The Transferor Company Nos, 1 and 2? are wholly owned subsidiary of Transferee Company and these are having similar nature of Business. In order to consolidate the similar nature of business at one place and effectively manage the Transferor Company Nos. 1 and 2. and Transferee Company as a single Entity, which will provide several benefits including streamlined group structure by reducing the number of legal entities, reducing the multiplicity of tegal and regulatory compliances, rationalizing costs, it is intended that the Transferor Company Nos. 1 and 2 be amalgamated with the Transferee Company.
• Running of Transferor Company Nos. 1 and 2 leads te incurrence of costs and the Merger would enable achieving cost saving. The Merger will thus eliminate a multi- layered structure and reduce managerial overlaps, which are necessary involved in running multiple entities and also prevent cost duplication that can erode financial efficiencies of ^a holding structure and the resultant operations would be substantially cost: efficient. This scheme would result in simplified corporate structure of the Transferee Company and its businesses, thereby leading to more efficient utilisation of capital and creation of a consolidated base for future growth of the Transferee Company.

The Merger would contribute in furthering and fulfilling the. ean and business Strategies of both the companies thereby a growth, 2 expansion and develgpdivertsat the mene bu nesses ay bt Daas j enable fulther

expansion of the Transferee Company and provide a strong and focused base to undertake the business more advantageously,

• The transferor Company Nos. 1 & 2 both incorporated in July 2047 as wholly owned subsidiaries of Transferee Company and since inception, did not commence its business and do not haye any revenue from operations. Further, the Transferor Company Nos, 1 & 2? bearing losses due to various operational expenditure, By this scheme of Merger, the non operative Companies i.e. transferor Company Nos. 1 & 2 would be closed and merged In the Transferee Company,
• synergies created by Scheme of Merger would increase operational efficiency and integrate business functions as there will not be require any unnecessary distribution of resources, time and control over the non operative Companies j.e. Transferor Company Nos. 1 & 2 by Holding Company i.e, Transferee Company.
• The proposed Merger will provide greater Integration and flewibility to the Transferee Company and strengthen its position in the industry.

The other benefits of the proposed Merger include: ;

• i. Optimum and efficient utilization and rationalization of capital and @5Se8t5:
• ll. Enhancement of competitive strengths including financial resources;
• ii, Obtaining synergy benefits:
• Iv. Reduction of overheads, administrative, managerial and other expenditure;

v. Simplify shareholding structure and reduce shareholding tiers.

Due to the aforesaid reasons, it is considered desirable and expedient to amalgamate Transferor Company Nos. 1 and 2 with Transferee Company in accordance with this scheme, pursuant to Section 230 read with Section 232 and other relevant provisions of the Companies Act, ²⁰¹³and applicable Rules of Companies (Compromises, Arrangements and Amaigamations) Rules, 2016

2013, shall take place with effect from the Appointed Date and shall be in compliance with Section 2(1B) of the Income Tax Act, 1961.

PART =A

mxpressions shall have 'the: h

mo the

Ao = a

• 1.1 "Act or the Act" means the Companies Act, 2013, or the Companies Act, 1956 (to the extent applicable) and shall include any statutory modifications, re-enactment or amendment thereof for the time being in force,
• 1.2 "Appointed Date" means Opening Hours of 1* April, 70270, the date with effect from which this scheme shall come into effect or such other date(s) as may be fixed or approved by the Central Government or Tribunal or another competent authority...
• 1.3 "Assets" in relation to the Transferor Companies means and includes as under:
• (i) all cash balances, balances with banks, investments, long term loans and advances, fixed assets and other assets including, all other properties, movable, immovable, tangible, intangible, corporeal or incorporeal, in Possession or reversion, present or contingent of whatever nature and where so ever situated including shares, stocks, Securities, Current assets, book debts, outstanding and receivables, remittances In transit, postdated cheques, tay paid, tax credits, as applicable, income-tay paid including tax deducted at source, tax collectad at source, advance tax and self-assessment tax and Salances with regulatory authorities belonging to or in the OWnership, Power, possession or centro! of or vested in or granted In favour of or enjoyed by the Transferor Companies as of the Appointed Date:
• cil) consents, registrations, agreements, Merger of all kinds, rights, titles, interests, no-objection certificates and certifications, benefits and advantages, of whatsoever nature granted in favour of or enjoyed by the Transferor Companies as of the Appointed Date; and

(iii) ll necessary records, files, papers, computer programmes, manuals, and other records in connection with or relating4o. the :Jransferor Companies business.

appropriate authority (ies) under section 230 to 222 of the Act sanctioning this Scheme whereby vesting the assets, properties, liabilities, rights, duties, obligations and the like of the Transferor Companies in the Transferae Company are filed with the Registrar of Companies, NCT of Delhi & Haryana.

• 1.5 "Equity Share(s)" means the equity shares of the Transferor Companies or Transferee Company, as the case may be,
• 1.6 "Government Company" has the meaning ascribed to such term in the Companies Act, 7013.
• 1.7 "Encumbrance" means any options, pledge, hypothecation, mortgage, lien, security, interest, claim, charge, pre emptive right, limitation, attachment, restraint, encumbrance of any kind or nature or whatsoever, and the term "encumbrance" shall be construed accordingly.
• 1,8 "Income Tax Act, 1961" means the Income Tax, 1961, including any amendments made therein or statutory modifications or re enactments thereof for the time being in force.
• 1.9 "Law" or "Applicable Law" includes all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any government, statutory authority, Tribunal, Board, Court of India or any other country or jurisdiction as applicable,
• 1.10 "Listing Regulations" means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and includes any amendments, modification or any enactment thereof,

1.11 "MCA" means the Ministry of Corporate Affairs, Government of India.

1.12 "MCA Notification" means Ministry of Corporate Affairs Notification ic ete? Re 582(E), Dated 13" Junerhhi ram : var, it occurs, the was" » tuted in Chapter XV, nctlted EEF /24b of the Compara,

• 1,13 "BSE" shall mean BSE Limited.
• 1.14 "NSE" shall mean National Stock Exchange of India Limited.
• 1.15 "Official Liquidator" or "OL": means Official Liquidator having jurisdiction over the Transferor Companies and Transferee Company.
• 1,16 "Liabilities" means all debts, secured and unsecured loans, liabilities including contingent liabilities, share application monies received pending allotment, responsibilities, obligations, duties of the Transferor Companies as of the Appointed Date.
• 1.17 "Proceedings" shall have the meaning assigned to it in clause 6 hereof,
• 1.18 Regional Director: means the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.
• 1.19 "Registrar of Companies" or "ROC": means the Registrar of Companies at NCT of Delhi and Haryana at New Dethi.
• 1.20 "Rules": means the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. ^E
• 1.21 "Scheme" or "the Scheme" or "this Scheme" means this Scheme of Arrangement for Merger under section 230-232 of the Companies Act, 2013 as approved by the Board of Directors of the Transferor 1&2 Companies and Transferee Company, in its present form or with any modification(s) and amendment as may be made time to time and with appropriate approvals and sanctions of the Ministry of Corporate Affairs and other relevant regulatory authorities as may be required under Companies Act, 2013 as applicable and all other applicable laws.

1.22 "SEBI" means Securities and Exchange Board of India. ee a

wholly owned subsidiary company, such draft schemes shall be filed with the stock exchanges for the purpose of disclosures.

• 1.24 "Stock Exchanges" shall mean BSE Limited (BSE) and NSE Limited (NSE)
• 1.25 "The Transferor Companies" means NBCC ENVIRONMENT ENGINEERING LIMITED (Transferor Company 1) a Company incorporated under the Companies Act, 2013, having its registered office at Shop No 25/3, NBCC Place, Pragati Vihar, Bhisham Pitahmah Marg, New Delhi- 110003 & NBCC INTERNATIONAL LIMITED (Transferor Company 2), a Company incorporated under the Companies Act, 2013, having its registered office at 25/4, NBCC Place, Pragati Vihar, Bhisham Pitahmah Marg, New Delhi- 110003.
• 1.26 "The Transferee Company" means NBCC (INDIA) LIMITED a Company incorporated under the Companies Act, 1956, having Its registered office at NBCC Bhawan, Lodhi Road, New Delhi- 110003.
• 1.27 " Undertaking" of the Transferor Companies means the entire business and functions of the Transferor Companies and includes:
• } The entire business and all properties, tangible and intangible assets, investments, allotments, approvals, consents, registrations, contracts, engagements, arrangements, rights, titles, interests, benefits, and advantages of whatsoever nature belonging to and/or in the ownership, power or possession and In the control of or vested in or granted in favour of or enjoyed by the Transferor Company.
• ii) All statutory registrations, permissions, approvals, sanctions, or consents required for carrying on operations of the Transferor Companies.

Hl) = AM the debts/ liabilities, duties and obligations including charges, = .

Save as provided herein, the scheme shall not operate to enlarge the security for any loan, deposit or facility created by or available to the Transferor Company Nos. 1 and 2 and shall vest in the Transferee Company by virtue of Merger and the Transferee Company shall not be obliged to create any further or additional security after the Merger has become effective or otherwise unless specifically provided hereinafter.

1.28 All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the samme meaning ascribed to them under the Act and other applicable la ws, rules, regulations, as the case may be, including any statutory modification or re-enactment thereof from time to time.

2. DATE OF EFFECT AND OPERATIVE DATE

3. BRIEF HISTORY OF THE COMPANIES AND THEIR SHARE CAPITAL

3.1 For the Transferor Company No.1

3.1.1 At the date of Incorporation

The Scheme	DATE OF EFFECT AND OPERATIVE DATE 'set out herein in	its present form or with any modification(s), if any made as per clause 5 of Part D of this Scheme shall be effective from the Appointed Date but shall come into forre from the
Effective Date.	3.1 For the Transferor Company No.1 3.1.1 At the date of Incorporation	BRIEF HISTORY OF THE COMPANIES AND THEIR SHARE CAPITAL
	S.No. Particulars
1,	Name of the Company	Events
		NBCC ENVIRONMENT ENGINEERING LIMITED
Zi	Date of incorporation	10" July, 2017
3.		Registrar of Companies NCT of Delhi & Haryana
4.	Status of the Company	Union Gowt Company
	CIN	U90009DL2017GO1320411
	Registered Office	Shop Ne 25/3, NBCC Place, Pragati Vihar, Bhisham Pitahmah Marg, _aeactjew Delhi- 110003

	S. Particulars	Events
Na.
1.	Name of the Company	NBCC ENVIRONMENT ENGINEERING
		LIMITED
	Registrar of Companies	NCT of Delhi & Haryana
a) wl py	status of the Company	Union Govt Company
	CIN	USO0009DL201 7601320411
un]	Registered Office	Shop No 25/3, NBCC Place, Pragat Vihar, Bhisham Pitahmah Marg, New Delhi- 110003
	(B) Share Capital as on 01 April, 2020
	Share Capital
	Authorized Share Capital	Amount (Rs.)
	20,00,000 Equity Shares of Rs.10/- each
TOTAL		2,00,00,000/- 2,00,00,000/-
	Issued and Subscribed Share Capital
	10,00,000 Equity Shares of Rs.10/- each	1,00,00,000/-
	Paid Up Share Capital
	10,00,000 Equity Shares of Rs.10/- each	1,00,00,000 /-

1.	Name of the Company	NBCC ENVIRONMENT ENGINEERING LIMITED
	Registrar of Companies	NCT of Delhi & Haryana
a) wl py	status of the Company	Union Govt Company
	CIN	USO0009DL201 7601320411
un]	Registered Office	Shop No 25/3, NBCC Place, Pragat Vihar, Bhisham Pitahmah Marg, New Delhi- 110003
	(B) Share Capital as on 01 April, 2020
	Share Capital	Amount (Rs.)
	Authorized Share Capital
	20,00,000 Equity Shares of Rs.10/- each	2,00,00,000/-
TOTAL		2,00,00,000/-
	Issued and Subscribed Share Capital
	10,00,000 Equity Shares of Rs.10/- each	1,00,00,000/-
	Paid Up Share Capital
	10,00,000 Equity Shares of Rs.10/- each	1,00,00,000 /-
TOTAL "1,00,00,000/-
3.2.1	For the Transferor Company No. 2 At the date of Incorporation
	S. Particulars Events
1.	Name of the Company	NBCC International Limited
Zs	Date of incorporation	05° July, 2017
3.	Registrar of Companies	NCT of Delhi & Haryana
4,	Status of the Company Union Govt Company

3.2 For the Transferor Company No. 2

	S. Particulars	Events
1.	Name of the Company	NBCC International Limited
Zs	Date of incorporation	05° July, 2017
3.	Registrar of Companies	NCT of Delhi & Haryana
4,	Status of the Company	Union Govt Company
5.	CIN	W453090L2017G601320710
6	Registered Office	25/4, NBCC Place, Pragati Vihar, Bhisham Pitahmah Marg, 4eww

(A) Company Details as on 01* April, 2020

(A)	Company Details as on 01* April, 2020
S.	Particulars	Events
No.
1.	Name of the Company	NBCC International Limited
2.	Registrar of Companies	NCT of Delhi & Haryana
3.	Status of the Company	Union Govt Company
	CIN	U45309DL2017GO01320210
3.	Registered Office	25/4, NBCC Place, Pragati Vihar,
		Bhisham Pitahmah Marg, New Delhi- 110003
	Share Capital as on 01" April, 2020
	Share Capital	Amount (Rs.)
	Authorised Share Capital
	20,00,000 Equity Shares of Rs.10/- each	2,00,00,000/-
(B) TOTAL		2,00,00,000/ -
	Issued and Subscribed Share Capital
	10,00,000 Equity Shares of Rs.10/- each Paid Up Share Capital	~"t,00,00,000/- 7

No.
1.	Name of the Company	NBCC International Limited
2.	Registrar of Companies	NCT of Delhi & Haryana
3.	Status of the Company	Union Govt Company
	CIN	U45309DL2017GO01320210
3.	Registered Office	25/4, NBCC Place, Pragati Vihar, Bhisham Pitahmah Marg, New Delhi- 110003
(B)	Share Capital as on 01" April, 2020
	Share Capital	Amount (Rs.)
	Authorised Share Capital
	20,00,000 Equity Shares of Rs.10/- each	2,00,00,000/-
TOTAL		2,00,00,000/ -
	Issued and Subscribed Share Capital
	10,00,000 Equity Shares of Rs.10/- each	~"t,00,00,000/- 7
	Paid Up Share Capital
	10,00,000 Equity Shares	of As.10/- each 1,00,00,000/ -
	TOTAL.	1,00,00,000/-—
	3.3 For the Transferee Company 3.3.1 At the date of Incorporation
Mo.	S. Particulars	Events
1.	Name of the Company	National Building Construction Corporation Limited
	2. Date of incorporation	15" Novernber, 1960

3.3 For the Transferee Company

TOTAL 2,00,00,000/ - Issued and Subscribed Share Capital 10,00,000 Equity Shares of Rs.10/- each ~"t,00,00,000/- Paid Up Share Capital 10,00,000 Equity Shares of As.10/- each 1,00,00,000/ - TOTAL. 1,00,00,000/-— 3.3 For the Transferee Company 3.3.1 At the date of Incorporation S. Particulars Events Mo. 1. Name of the Company National Building Construction Corporation Limited 2. Date of incorporation 15" Novernber, 1960 3. Registrar of Companies NCT of Delhi & Haryana 4. Status of the Company Union Govt Company ,4{98990 LIY60G0100 \$335. ae 291, Block ae 5 fis		20,00,000 Equity Shares of Rs.10/- each		2,00,00,000/-
				'No Road _, Hutrrients,.

On January 23, 1962, registered office of the Company was changed from Room No. 291, Block No &, Shahjahan Road Hutments, New Delhi- 110011 to No, 44 Ring Road, Lajpat Nagar ITI, New Delhi- 110024,

On April 2, 1976, registered office of the Company was changed from No. 44 Ring Road, Lajpat Nagar ITI, New Delhi-110024 to 95, Vishal Bhawan, Nehru Place, New Delhi-110019,

3.3.2 Present Structure of the Company

	110019 ta NBCC Bhawan, Lodhi Road New Delhi- 110003.
from	On May 23, 2016, the name	of the Company	was changed
	'National Building Construction Corporation Limited' ta
	'NBCC (India) Limited'.
	3.3.2 Present Structure	of the Company
	(A) Company Details as on 01" April, 2020
	S. Particulars	Events
No.
1,	Name of the Company	NBCC (INDIA) Lirnited
2.	Registrar of Companies	NCT of Delhi & Haryana
3.	Status of the Company	Govt Company
4.	CIN
5.	Registered Office	NBCC Bhawan, Delhi- 110003	L?4899DL1960G01003335 Lodhi Read New
	Share Capital as on 01.04.2070
(B)
	Share Capital		Amount (Rs.)
	Authorised Share Capital
TOTAL	2,00,00,00,000 Equity Shares of Rs.1/- each		2,00,00,00,000/- 2,00,00,00,00

Share Capital	Amount (Rs.)
Authorised Share Capital
2,00,00,00,000 Equity Shares of Rs.1/- each	2,00,00,00,000/-
TOTAL	2,00,00,00,00 fo
	oy 1,80,00,00,00/-
	15

1,60,00,00,000 Equity Shares of Rs.1/- each 1,80,00,00,000/-	TOTAL	1,80,00,00,000/-

PART-B

MERGER, TRANSFER & VESTING OF UNDERTAKING

• i. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business and the whole of the undertaking(s), properties and liabilities of Transferor Company Nos. 1 & ? shall, in terms of Section 230 and 232 of Companies Act, 2013 and other applicable Rules, and pursuant to the orders of the Ministry of Corporate Affairs (Central Government) or other appropriate authority or forum, if any, Sanctioning the Scheme, without any further act, instrument, deed, matter or thing, stand transferred and vested in and/ or deemed to be transferred to and vested in Transferee Company as a going concern sco as to become the undertaking(s), properties and liabilities of Transferee Company,
• 1. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business and undertaking of Transferor Company Nos. 1 & 2 shall stand transferred to and be vested in Transferee company without any further deed or act, together with all their Properties, assets ,rights, benefits and interest therein, subject to existing charges thereon in favour of banks and financial institutions, as the case may be, in the following menner:

• TRANSFER OF ASSETS

"he

concession, trademark licenses including application for registration of trademark, patents, copyrights and their right to use available to Transferor Company Nos. 1 & 2? as on appointed date or any which may be taken after the appointed date but till the effective date, shall get transferred to Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities and in case of any foreseen liabilities arises upon the same It shall be borne by the Transferee Company. However, Transferor Company Nos. 1 & 2 do mot have any such licenses, franchises, rights, privileges, permits etc.

• 3.2 With effect from the Appointed date and upon the Scheme becoming effective all Certificates of Registrations as available with Transferor Company Nos. 1 & 2 as on Appointed Date or any which may be taken by Transferor Company Nos. 1 & 2 after the Appointed Date but till the Effective Date shell get transferred to Transferee Company without any further instrument, dead or act or payment of any further fee, charge or securities.
• 3.3 With effect from the Appointed date and upon the Scheme becoming effective all the assets of Transferor Company Nos. 1 & 2 as are moveable in nature including, sundry debtors, outstanding loans and advances, insurance claims, advance tax, Minimum Alternate Tax (MAT) set-off rights, pre-paid taxes, levies/liabilities, CENVAT/VAT credits if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, Semi-Government, local and other authorities and bodies customers and other persons or any other assets otherwise Capable of transfer by physical delivery would get transfer by physical deliveries only and all other assets would get transferred by endorsement and delivery by vesting and recordable pursuant to this Scheme, shall stand vested in Transferee Company, and shall become the property and an integral part of Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities,

7 iy _ aly pon the Sche ming, @iferor Company Nos. 1&2") after the spppi nted ie es VF

date but till the Effective Date, shall get transferred to Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities,

• 3.5 With effect from the Appointed date and upon the Scheme becoming effective, all contracts, deeds, other instruments of whatsoever nature in relation to Transferor Company Nos. 1 & 2 to which the Transferor Company Nos. 1 & 2 are the party or to the benefit of which Transferor Company Nos. 1 & 2 may be eligible, and which are subsisting or having effect immediately before the Effective Date, Shall be in full force and effect against or in favour of Transferee Company and may be enforced as fully and effectually as if, instead of Transferor Company Nos. 1 & 2, Transferee Company had been ^a party or beneficiary or oblige thereto,
• 3.6 With effect from the Appointed date and upon the Scheme becoming effective, all permits, quotas, rights, entitlements, facilities of every kind and 'description of whatsoever nature in relation to Transferor Company Nos. 1 & 2 to which Transferor Company Nos. 1 & 2 is the party or to the benefit of which Transferor Company Nos. 1 & 2 may be eligible and which are subsisting or having effect immediately before the effective date, shall be enforceable as fully and effectually as if, instead of Transferor Company Nos. 1 & 2, Transferee Company had been a party or beneficlary or oblige thereto.

4. TRANSFER OF LIABILITIES

4.1 With effect from the Appointed date and upon the Scheme becoming effective, all debts, liabilities, contingent liabilities, duties and obligations, secured and unsecured, whether provided for or not in

• 4.2 The transfer and vesting of the entire business of Transferor Company Nos. 1 & ? as aforesaid, shall be subject to the existing securities, charges and mortgages, if any, subsisting, over or in respect of the properties and assets or any part thereof of Transferor Company Nos. 1 & 2, as the case may be,
• 4.3 Transferee Company will, at any time after the coming Into effect of this Scheme in accordance with the Provisions hereof, if so required under any law or otherwise, execute deeds of confirmation or other writings or arrangements with any party to any contract or arrangements in relation to Transferor Company Nos. 1 & 2 to which Transferor Company Nos. 1 & 2 are parties, In order to give formal effect to the above provisions. Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of Transferor Company Nos. 1 & 2? and to carry out or perform all such formalities or compliances referred to above on part of Transferor Company Nos. 1 & 2.
• 4.4 Loans or other obligations, if any, due either between Transferee Company and Transferor Company Nos, 1 & 2 shall stand discharged and there shall be no liability in that behalf. However, -in case of any foreseen liability arises, the same shall be borne by the Transferee Company. Further, in so far as any securities, debentures or notes issued by the Transferor Company Nos. 1 & 2? and held by the Transferee Company and vice versa are concerned, the came shall, unless sold or transferred by holder of such securities, at any time prorto the Effective Date, stand cancelled and shall have no further effect.

5. LEGAL PROCEEDINGS

5.1 With effect from the Appointed Date, Transferee Company shall bear the burden and the benefits of any legal or other proceedings initiated by or against Transferor Company Nos. 1 & 2.

nm any court or before fany Beh eh, 1) OV DELAY aay istrative, any adjudica Qo autho ae