NCC

Ref. No Date NCCURegulation 37 \6)1 2O2o 04-01-2020

The Secretary National Stock Exchange ol lndia Ltd 5h Floor, Exchange Plaza Bandra - Kurla ComPlex Bandra (E) MUMBAI - s00 051

The Secretary BSE Limited, Rotunda Building, P J Towers Dalal Street Fort MUMBAI-40000',1.

Dear Sir(s),

Scrip ode : NSE: CCABSE:500294

Sub: Submission of Draft Scheme under Regulation 37 (6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 ('LODR Regulations')

We refer to our letter dated 28th December,2ol9 submitted under Regulation 30 ol SEBI (LODR) Regulations, 2015 as amended, intimating the approval of lhe Board of Directors for bcheme of-Amalgamation ("Scheme") pursLrant to section 230 lo 232 and other relevant provisions of the dompanies Act,20'13 and Rules made there under, provldlng for the merger lf two whotty owned subsidiaries of the company i.e., 1) Vaidehi Avenues Limited 2) Aster Rail Private Ltd and with NCC Limited.

ln compliance with Clause 7 of SEBI Circular No.CFD/D|L3 tcl1zalll2l dated 10-03-2017 we are enclosing herewith the followng documents;

'1) Certfred copy of the Scheme of Arrangement under Section 230 to 232 of lhe ' Companies Act 2013 betlveen tvl/s.Vaidehi Avenues Limited & M/s'Aster Rall Private Limrted (Transferor Companles) and lv/s NCC Limited (Transferee Company)'
2) Certifiej Copy of the iesolution passed by the Board of Directors of i't]/s' NCC ' i,miteO aton[ with disclosure submitted under Regulahon 30 of the LODR Regulations.

We would request you to please take the same on record'

Thanking you

Yours faithfully For NCC LIMIT o

M V Srinivasa Murthy company Secretary & EVP (Legal) Encl As above

DRAFT

SCHEME OF ARRANGEMENT

UNDER SECTION 230 TO 232 OF THE COMPANIES ACT, 2013

BETWEEN

Vaidehi Avenues Limited

lTrunsJercr Compony No.7l

AND

Aster Rail Private Limited

(Ttunslerct Compdny No.2)

AND

NCC Limited

(Trunsfetee Conpony)

AND

their respective shareholders

WHEREAS

A. Vaidehi Avenues Limited, \Tronsferor Compony No-1) a Company incorporated under the Companies Act, 1956 on lstApril 2011 wrth CIN U70109TG2011P1C073648 having its registered office at NCC House, Madhapur, Hyderabad, Telangana. lndia. Pin - 5O0O81, is engaged in the business of acquiflng and holding land and developing and maintaining

stock yards and has investment property in the form of land of Rs 5.12 Crores for the year ended 3lstMarch 2019

B Aster Rail Private Limited lTronsferor Compony No.2l a Company incorporated under the Companies Act, 1956 on 29th lvlarch 2OO7 with CIN: U7220oTG2007PTC053398 having its registered office at Survey No.64, Durgam Chervu, Madhapur, Hyderabad Telangana - ⁵⁰⁰⁰⁸¹is primarily engaeed in the business of designing, rnanufacturing, erection, installation, repainng and servicinB of Railway srgnalling, telecommunication equrpment and other equipment related to railways and train control systems, and has recorded ncome from operattons of Rs 30,09,12,000 and a net profrt after tax of Rs. 2,09,92,000 for the year ended 31s'March 2019.
c NCC Limited, the Transfe.ee Company, originally rncorporated as Na8arjuna Construction Company Limited under the Companies Act, 1956 on 22'd March 1990 with ClN. ¹⁷²2OOTG 1990PLCO 11146 havinB its reBistered office at NCC HOUSE, Madhapur, Hyderabad. Telangana 500081 is a listed company primar y enBaged n the bus ness of Constructron, Engineerin8 and lnfrastructure Developmy* dLtrvities and J has recorded an income from operations of Rs 12079.76 crores and a oet profit after tax of Rs. 563.91crores for the year ended 31't March 2019
D The Transferor Company No.1 and Transferor 9ppany No.2 are both wholly owned subsidiaries of NCC Limited, the Transferee Company, wherein the Transferee Company holds the entire equity share capital of the respectrve Transferor Companies by itself and through its nominees
E. This Scheme of Arrangement (hereinafter referred to as the ,.Scheme,,i involves the amalga mation of two wholly owned subsidiaries of Transferee

Company viz. Vaidehi Avenues Limited and Aster Rail private Limited with NCC Limited, its holding company pursuant to Section 230 and 232 of the Companies Act, 2013, which has been set forth in Part herein under.

F. On the basis of discusstons, meetings and consultations between members Transferor Company No.1 and Transferor Company No.2 wtth the hereinafter) and the Transferee Company, legal and other professtonal consultants, it has been dectded to take appropriate steps to carry out effectively and efficiently the amalgamation of the above mentioned Transferee Company in the larger interest of the shareholders of the above mentioned Companies considering the benefits of business consolidation and operational efficiencies of the Boards of Directors of the Transferor Companies (as defined
Companies, the Transferee Company and their respective shareholders. The rationale and reasons for the proposed Scheme of Arrangement, inter alia, are summarized below G. The Scheme of Arrangement will benefit the respective Transferor

The Scheme would-

enable consolrdation of businesses under one roof and will result in ^a simplified corporate structure and direct control of assets of the Transferor Companies in the hands of the Transferee Company;
facilitate focused strategic leadership and top management attention so as to integrate the business syner8ies and reap the benefits of consolidatron,
reduce the number of le8al entitres in the group thereby reducing manageflal overiaps which are necessarily invoived in running multiple entities and help channelize synergies;

enab e optrmum utilization of the available resources, broadening the customer base besides enabling a focused business approach for achievrn g optimrzation j
enable achievement of higher long-term financial returns and inculcation of greater financial strength and flexibilrty than could be achieved by the companres individually,
result in greater rationalization and help reduce dupltcatron of systems and processes;

ln view of the above benefits, the proposed amalgamatron would result n an enhanced shareholder value

H. This Scheme of Arrangement is divided into the following Parts
Part I "General", contains definitions of the expressions used in the arranBement set out in Part ll and details in respect of the incorporation and share capital of the Transferor Company No l and Transferor Company No.2 and the Transferee Company, interpretatron of the words and terms used in the Scheme and date on which the Scheme comes into effect;
Part ll Section A deals with the amalgamatlon of the Transferor Company No.1 with Transferee Company;
Part ll Section B deals with the amalgamation of the Transferor Company No 2 with the Transferee CompanV;
Part lll contains the consideration payable lor Amalgarnation in Part l1 and provision for clubbing of Authonsed Share Capital
Part lV deals with the transactions between the Appointed Date dnd Effective Date and accounting treatment to be followed in the books of Transferee Company in recording the arnalgamation
Part V contains matters consequential, incidental or reiated thereto and otherwise integrally connected therewith wh ch are common to both Section 'A' and 'B' of Part- .

PART - | "6eneral"

1.. DEFINITIONS INTERPRETATION AND EFFECTIVE DATE

1.1 Detinitions

In this Scheme, unless repu8nant to the meaning or context thereof, the following expressions shall have the following meanings

(i) "Act" means the Companies Act, 2013 and any amendments and/or re-enactment thereof, for the time beint in force
(ii) "Appointed Date" means 15t April, 2019 or such other date as may be fixed by the NCLT
Companies or the Transferee Company, as the case may be, including any dulyconstituted comrnittee(s)thereof (iii) "Board" means the board of directors of each of the Transferor
(iv) "Effective Date" means the date on which the certified copies ofthe Order of the Natronal Company Law Tribunal or any other Court or authority of appropriate jurisdiction sanctioning the Scheme are filed with the Registrar of Companies, Telantana at Hyderabad
(v) "NCLT" or the "Tribunal" means the National Company Law Tribunal, Hyderabad Bench
(vr) "scheme" or "Scheme of Arrangement" means the Scheme of Arrangement as set out herern or with any modifications approved or imposed or directed by the Tribunal
(vii) "Transteror Company No.1" means Vaidehi Avenues Limited [ClN U70109TG2011P1C0736481, a Company formed and registered under the Companies Act 1956, having its registered office at NCC House, Madhapur, Hyderabad, Telantana. lndia. Pin 50

(vrri) "Transferor Company No.2" means Aster Rail Private Limited [CtN U72200TG2007PTC0533981, a Company formed and reBistered under the Companies Act 1.956, having its registered office at NCC House, Madhapur, Hyderabad. Telan8ana - 500081
(ix) "Transferor Companies" means collectively the Transferor Cornpany No.l and Transferor Company No.2
(x) '"Transferee Company" means NCC Limited [ClN 172200TG1990Ptco111461, a listed company formed and registered under the Companies Act 1956 having rts registered office at NCC House, Madhaput Hyderabad. Telangana - 500082
(xi) "Undertaking of the Transferor Company No.1" includes :
a) all the assets and properties of the Transferor Company No.1 as on the Appointed Datej
b) all debts, liabrlities, duties, responsibilittes and obligatlons of the Transferor Company No.1 as on the Appotnted Date;

Without prejudice to the Benerality ofthe above,

(i) the assets and property of the Transferor Company No.1 sha ^I include the entire businesses and all rights, privileges, powers and authorities and all property, movable or immovable, real, corporeal or incorporeal, leasehold or otherwise, in possess on or reversion, present or contingent of whatever nature and wheresoever situate, includtng fixed assets, if any, capital works in progress, current assets, investment of all ktnd, approvals, permissions, consents, exemptions, registrations, no objection certificates and certifications, permits, quotas, rights, entitlements, tenancies, roof riBhts, trademarks, service marks,

know-how, technical know-how, trade names, descriptions, trading style, franchises, labels, label desiBns, colour schemes, utility models, holograms, bar codes, designs, patents, intellectual property rights, benefits of security arrangements, contracts, aBreements and all other rights including lease rights, licenses including those relatint to trademarks, or service marks, easements, advantages, exemptions, benefits, powers and facilrties of every kind, nature and description whatsoever of the Transferor Company No.l. or to which the Transferor Company No.1 is entitled including right to use of telephones, telex, facsrmrle connections and installations, electricity, power copyrights, privileges and any rights, title or interest in lines, communication lines and other services, reserves, deducted at source, foreign tax credit, tax on regular deposits, provisions, funds, subsidies, grants, incentives, tax refunds, tax credits (including but not limited to MAT paid under Section 1151A/115J8 of the lncome-tax Act, 1961 and the right to claim credit therefore in accordance with the provisions of Section lL5JAA of the lncome-tax Acr, 1961, right to claim credit in respect of all advance tax, self,assessment tax, taxes assessment, MAT, interest, penalty, fine, fees, GST, IGST, CGST), all other rights including sales tax deferrals, input tax credit, goods and service tax credits and exemptions and other benefits, whatsoever nature and where so ever situated belonging to or in the possessron of or granted in favour of or enjoyed by the Transferor Company No.1, as on the Appointed to any of the Date, and any accretions or additions

foregoing as on the Appointed Date; and

(ii) all the debts, liabilities, duties, responsibilrties and obliBations of the Transferor Cofirpany No.1 including all its obligations of on the Appornted Date whatsoever krnd and liabilities which have ar sen or accrLled as

(xii) "Undertaking of the Transferor Company No.2" includes :-

on the Appointed Date; a) all the assets and properties of the Transferor Company No 2 as
b) all debts, liabilities, duties, responsibilities and obliBations of the Transferor Company No.2 as on the Appointed Date;

Without prejudice to the eenerality of the above,

shall include the entire businesses and all rights, privi eges, (i) the assets and property of the Transferor Company No.2 powers and authorities and al property, movable or immovable, real, corporeal or iIcorporeal, leasehold or otherwise, in possession or reversion, present or contingent of whatever nature and wheresoever situate, inclLrding fixed assets, if any, capltal works in croBress, current assets, investment of all kind, approvals, permissions, consents, exemptions, registrations, no-oblection certificates and tenancies, roof riBhts, trademarks, rervice marks, know how, technical know-how, trade names, descriptions, trading slyle, cert fication5, permits, quotas, rights, entitlements, franchises, labels, label designs, colour schemes, utility models, holograrns, bar codes, designs, patents, copyflghts, privile8es and any rights, title o. interest in intellectual

whatsoever of the Transferor Company No 2 or to which the Transferor Company No.2 is entitled includin8 right to use of telephones, telex, facsimile connections and installations, and facilities of every kind, nature and description electriclty, power lines, communication Iines and other property rights, benefits of security arrangements, contracts, agreements and all other flghts including lease riBhts, licenses including those relating to trademarks, or service marks, easements, advantages, exemptions, benefits, powers services, reserves, deposits, provisions, funds, subsidies, grants, incentives, tax refunds, tax credrts (including but not limited to MAT paid under Secrion 115JA/11.5J8 of the Income-tax Act, 1961 and the right to claim credit therefore in accordance with the provisions of Section 115lAA of the lncome-tax Act, 1961, right to claim credit in respect of all advance tax, self-assessment tax, taxes deducted at source, foreign tax credrt, tax on regular assessment, MAT, rnterest, penalty, fine, fees, GST, IGST, CGST), all other riBhts including sales tax deferrals, input tax credit, goods and service tax credits and exemptions and other benefits , whatsoever nature and where so ever situated belonginB to or rn the possession of or granted in favour of or enjoyed by the Transferor Company No.2, as on the Appointed Date tax credits, and any accretions or addrtions arisrng to any of the foregoing as on the Appointed Date; and

(ii) all the debts, liabilities, duties, responsibilities and y No.2 includinB all its obligations of the Transfer

obligations of whatsoever kind and liabilrties which have arisen or accrued as on the Appointed Date

(xrii) References in the Scheme to "upon the Scheme becomin8 effective" or "effectiveness of the Scheme" shall mean the Effective Date

1.2 lnterpretation

herein shall, unless contrary to the context thereof, have the meaning ascribed to them under the Act 1.2.1 All terms and words used in the Scheme bJt not specifically defined
1.2.2 ln the Scheme, unless the context otherwise reouires

(i) references to a statutory provision tnclude any subordinate leBislation made from time to time under that provision;

(i ) references to the singular include the plural and vice versa and references to any gender includes the other genderj

(iv) references to a document shall be a reference to that document as modified, amended, novated or replaced from time to time;

construing or interpreting any provision of th is Scheme; (v) headings are for conventence only and shall be iBnored

(vi)the expression "this Clause" shall, unless followed by reference to a specific provision, be deemed to refer to the whole Clause (and not merely the sub Clause, paragraph or othe. provision) in which the expression occurs;

(vii) references to Clauses are to Clauses of this Scheme;

(viii) references to any person shall include that person's successors and permitted assitns or transferees,

(ix) references to the words "include" or "including" shall be construed without ltmitation;

(x) references to the words "hereof", "herein" and "hereunder,,and

words of similar import shall refer to this Scheme as a whole and not to any particular provision of this Scheme; and

(xi) where a wider construction is possible, the words "other" and "otherwise" shall not be construed e/usdem gene s wilh anv foregoing words

¹3. Effective Date

The Scheme set out herein in its present form, or with modification(s), if any, made in accordance wrth the provisions of the Scheme and/or the dlrections of the Tribunal, shall be effective from the Appointed Date but shall be operative from the Effective Date

The Capital Structure of the Transferor Companies and the Transferee Company as are parties to the present Scheme as at 31st March 2019, was as under

li) Transferor Company No.1

SHARE CAPITAL	Rs
AUTHORISED CAPITAI.:
80,00,000 Equity Shares of Rs 10/- each, fully paid up	8,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP CAPITAI.:
51,63,422 Equity Shares of Rs. 10/ each, fully paid up	5,t6,34,220

{ii) Transferor company No.2

SHARE CAPITAI.	Rs
AUTHORISED CAPITAL
35,00,000 Equity Shares of Rs 10/- each, fully paid up	3,50,00,o00
ISSUED, SUBSCRIBED AND PAID.UP CAPITAL.
30,98,800 Equity Shares of Rs. 10/- each, fully paid up	3,09,88,000

(iii) TranstereeCompanV

SHARE CAPITAT	Rs,
AUTHORISED CAPITAI.:
750,000,000 Equrty Shares of Rs. 2/ each	150,00,00,000
ISSUED, SUSSCRIBED AND PAID UP CAPITAI.:
600,646,588 Equity Shares of Rs. 2/- each, fully paid up.	12A,12,93,176

There is no change in the above capital structure of the Transferor Companres

and the Transferee Company as on date

PART II

Section A

Amalgamation of Transferor Company No.1

3 TRANSFER OF ASSETS

(a). With effect from the Appointed Date and upon the Scheme becoming effective, all the assets and properties, both movable and immovable, investments, rights, titie and interests comprised in the Undertaking of the Transferor Company No1 shall pursuant to the Scheme being sanctioned by the Tribunal under Section 230 and Sectron 232 of the Act and without any further act or deed be transferred to, and vested in, or deemed to have been transferred to, and vested in, the Transferee Company so as to become as and from the Appointed Date, the estate, assets, investments, rights, title and interests of the Transferee Company
(b). With effect from the Appornted Date and upon the Scheme becoming effective, all riBhts and [censes relating to trademarks, know-how, technrcal know-how, trade names, descriptions, trading style, franchises, labels, label designs, colour schemes, utility models, holograms, bar codes, copyrights, privileges and any rithts, title or interest in intellectual property rights (including applications submitted to the registration authorities on or before the Effective Date by the Transferor Company No.1), tenancies, if any, with the consent of the landlord wherever necessary, powers, facilities of every kind and descriptron of whatsoever nature in relation to the Undertaking of the Transferor Company No.1 to which the Transferor Company No.1 is a party or to the benefit of h the Transferor

Company No.1 may be entitled/eligib e and which are subsisting or have effect irrmediately before the Appointed Date, shall be in ful force and effect on, or against, or ln favour of, the Transferee Company as the case may be, and may be enforced as fully and Transferee Company had been a party or beneficiary or obligee thereto instead of the Transferor Company No 1, the effectually as

(c). All immovable properties of the Undertaking of Transferor Company No.1, including land together with the buildings and structures standing thereon and rights and interests in immovable properties ol Transferor Company No.1, whether freehold or leasehold or otherwase and all documents of tit e, rights and easements in relation thereto shall stand vested in and/or be deemed to have been vested sanctioninB of the Scheme and upon the Scheme becoming effective Such assets shall stand vested rn the Transferee Company and shall be deemed to be and become the property as an integral part of the Transferee Company by operatron of law. The Transferee Company in the Transferee Company, by operation of law pursuant to the shall upon the NCLT Orders sanctioninB the Scheme and upon this Scheme becomin8 effective, be always entrtled to all the rights and privileges attached in relation to such immovable properties and shall propenies. Upon this Scheme becoming effective, the title to such propertres shall be deemed to have been mutated and recognised as that of the Transferee Company and the mere filing thereof with the be liable to pay appropriate rent, rates and taxes and fulfill all obligations in relation thereto or as applicable to such immovable appropriate registrar or sub-registrar or with the relevant

Bovernment authority shall suffice as record of continuing titles with the Transferee Company and shall be constituted as a deemed mutation and substitution thereof. The Transferee Company shall subsequent to Scheme becomine effective be entttled to the delivery and possession of all documents of title to such immovable property in this regard. lt is hereby clarified that allthe flghts, title and interest of the Transferor Company No.1 rn any leasehold properties shall deemed to have been vested in the Transferee Company without any further act, instrument or deed, be vested in or be

(d). ln particular, wrth effect from the Appointed Date and upon the Scheme becoming effective, all licenses, sanctions, consents, authoftzation, approvals and permissions (whether statutory or otherwise) of the Transferor Company No.1 pertaining to the conduct of its business (including, without limitation, benefrts, remissions, special reservations, exemption available to the Transferor Company No.1, under any rncome tax, GST, sales tax (includinB any benefits related to the deferment of sales tax) and excise (whether MODVAT or CENVAT) laws (whether such laws be enacted at the central and/or state levels includint excise credits), shall vest in the Transferee Company and the concerned licensors and grantors of such approvals or permissions, shall endorse and record the Transferee Company on such approvals and permissions so as to empower and facilitate the approval and vestin8 of the undertaking of the Transferor Company No.1 in the Transferee Company without hindrance or let from the Appointed Date
(e) All assets and properties as are moveable in nature, rncluding investments, or are otherwise capa ansfer by physical or

U t *

constructive delivery or by endorsement and delivery, shall stand so transferred by the Transferor Company No.1, without requiring any property of the Transferee Company accordingly without any further act, instrument, deed or thrng, and such transfer shall be deemed to have taken place at the Registered Office of the Transferee Company in the State ofTelangana deed or lnstrument of conveyance for the same and shall become the

(f). All debts, outstanding and receivables ,whether recoverable in cash or in kind, the bank balances, investments of the Transferor Company No 1 and any earnest money and deposits wlth any Government, quasi-government, local or other authority or company or other person, shall accordingly, on and from the body or with any transferred to and vested in the Transferee Company without any Appointed Date and upon the Scheme becoming effective, stand notrce or other intimation to the debtors (though the Transferee Company may, if it deems appropriate, give notice to the debtors that the debts stand transferred and vested in the Transferee Company) and the debtors shall be obliged to make payment to the Transferee Company on and after the Effective Date
charges/hypothecation/mortgage (if any) as may be subsrstrng over or in respect of the said assets or any part thereof. Provided, however, (g). The transfer/vestinB, as aforesaid, shall be subject to existing that any reference in any securitv documents or arranBements to which the Transferor Company No 1 is a pa.ty, to such assets of such Transferor Company No.l offered or agreed to be offered as security for any financial assistance both availed and to be availed up to any

limit on or after the Appointed Date for which sanctions have already been obtained by such Transferor Company No.1 shall be construed as reference only to the assets pertaining to such Transferor Company No.1 as are vested in the Transferee Company by virtue of this Clause to the end and intent that such securitv, mortgage and/or charge shall not extend or be deemed to extend to any of the assets or to any of the other units or divisions of the Transferee Company, unless specifically agreed to in writing by the Transferee Company with such secured creditor(s)

(h). All assets including investments acquired and liabilities incurred by the Transferor Company No.1 after the Appointed Date but prior to the Effective Date in relation to the Undertaking of the Transferor Company No.1 shall also without any further act, instrument or deed stand transferred to and vested in or be deemed to have been transferred to or vested in the Transferee Company upon the coming into effect of this Scheme

4 ISANSFER OF LrAEtLtTrES

(a) With effect from the Appointed Date and upon the Scheme becoming effective, all debts lwhether secured or unsecured), liabilitres (including contingent liabilities, whether disclosed or undisclosed), taxes, duties and obligations of every kind, nature and description of the Transferor Company No.1 along with any charge, encumbrance, lien or security thereon shall also be vested and stand transferred to and be deemed to be and stand vested in the Transferee Company without any further act, or instrument or deed pursuant to the Scheme beinB sanctioned by the Tribunal under Section 230 and

Section 232 of the Act so as to become the debts, liabiltres, duties and obligations of the Transferee Company from the Appointed Date and the Transferee Company undertakes to rreet, discharge and satisfy the same to the exclusion of the Transferor Company No.1 Further that it shall not be necessary to obtain the consent of anV third paaty or other person who is a party to any contract or arran8ement by virtue of which such debts, liabilitres, duties and obligations have arisen in order to give effect to the provisrons of this clause

(b) Where any loans, liabilities and obligations of the Transferor Company No.1 on or after the Appointed Date have been discharged by the Transferor Company No.1 after the Appointed Date but befo.e discharged by the Transferor Company No.1 for and on behalf of the Transferee Company the Effective Date, such dischar8e shall be deemed to have been
(c) Upon the Scheme becoming effective, all the existing securities, mortgages, charges, encumbrances or liens (the Encumbrances), if any, created by the Transferor Company No.1 after the Appointed Date, in terms of this Scheme, over the assets comprised in the UndertakinB of the Transferor Company No.L, transferred to the Encumbrances secure or relate to the liabilitles of Transferor Transferee Company, by virtue of this Scheme and in so far as such Companv No.1, the same shall, after the Effective Date contrnue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Effective Date and as are transferred to the Transferee Company

(d) Upon the Scheme becoming effective, any reference in security documents or arrangements (to which the Transferor CompanV No.1 is a party), if any, to Transferor Company No.1 and its assets and Company and the assets and properties of Transferor Company No.1, transferred to the Transferee Company by virtue of this Scheme Without any prejudice to the foregoing provisions and upon the effectiveness of this Scheme, the Transferee Company shall execute any and all instruments or documents or do all the acts and deeds as may be required, includin8 the filing of necessary particulars and/or modificationis) of charges, with the Registrar of Companies, Telangana to give formal effect to the above provisrons, tf required properties, shall be construed as a reference to the Transferee
(e) The Scheme shall not operate to enlarge the secuflty of any loan, deposrt, mortgages, charges, encumbrances, liens or facility, if any, created by or available to the Transferor Company No.1 which shall vest in the Transferee Company by vartue of the Scheme and the Transferee Company shall not be obliged to create any further or additional security therefore after the Scheme has become effective or otherwise

5, CONTRACTS DEEDS AND OTHER INSTRUMENTS

(a) With effect from the Appointed Date and upon the Scheme becoming effective, all contracts, deeds, bonds, aBreements, schemes, arrangements and other instruments of whatsoever nature in relation to the UndertakinB of the Transferor Company No.1 to which the Transferor Company No.1 is a party or to the benefit of which the e, and which are Transferor Company No.1 may be entitled/

subsisting or have effect immedlately before the Appointed Date, Transferee Company and may be enforced as fully and effectuaily as if, instead ofthe Transferor Company No.1, the Transferee Company had been a party or beneficiary or obligee thereto shall be in full force and effect on, or against, or in favour of the

(b) For the avoidance of doubt, it is expressly made clear that the transfer of Undertaking of the Transferor Company No.1 as contemplated herein, shall not affect the previoLrs operation of any contract, agreement, deed or any instrument or the llke to which the Transferor Company No.1 is a party or is the beneficiary of (as the case may be) and any reference in such agreements, contracts, deeds and instruments to the Transferor Company No.1 shall be construed as reference only to the Transferee Company with effect from the Effective Date
limits being imposed under the prousions of the Act, or any other (c) The resolutions, if any, of the Transferor Company No.1 which are valid and subsisting on the Effective Date, ;hall contlnue to be valid and subsrsting and be considered as resolutions of the Transferee Company and if any such resolutions have upper monetary or other applicable provisions, then the said limits shall be added and shall constitute the aggre8ate of the said limits in the Transferee Company

6, TEGAL PROCEEDINGS

On and from the Appointed Date and upon the Scheme becoming effective, all suits, actions and other legal proceedings by or against the Transferor Company No.1 under any statute or otherwise, whether pendinB, or aflsing, before the Appointed Date shall be continued and enforced by or against the Transferee Company.

7. EMPLOYEES

(a). All permanent employees, if any, of the Transferor Company No.1 as on the Effective Date shall as from such date, become employees of the Transferee Company in such position, rank and designation as may be determined by the Transferee Company with the benefit of continuity of servrce and such that the terms and conditions of their employment with the Transferee Company are not less favourable than those applicable to them as employees of the Transferor Company No.1 on such date. With re8ard to provident fund, gratuity fund, superannuation fund or any other special fund created or existinB for the benefit of such employees of the Transferor Company No.1 , from the Effective Date the Transferee Company shall stand substituted for the Transferor Company No.1 for all purposes whatsoever in relation to the administration or operation of such fund or funds and the obligation to make contributions to the said fund or funds in accordance wrth the provisions thereof as per the terms provided in the respective trust deeds or other documents provided that if the Transferee Company considers it desirable for the smooth admrnistratron, rnanagement, operation and uniformity of such funds, fhe same may be merged with similar funds of the Transferee Company

It is the aim and intent of the Scheme that all the rithts, duties, powers and obligations of the Transferor Company No.1 in relation to such schemes or funds shall become those of the Transferee Company. t is carified that the services of the employees of the Transferor Cornpany No.1 will be treated as having been continuous for the purpose of the aforesard schemes, fund

(b). ln the event that trustees are constituted as holders of any secufities, trust funds or trust monies, in relation to any provident fund trust, Sratuity trust or superannuation trust of the Transferor Company No.1, such funds sha I be transferred bv such trustees ofthe trusts of and/or documents for transfer of trust properties shal be simultaneously executed upon the sanction of the Scheme in the Transferor Company No.1, to separate trusts and the trustees of the Transferee Company set up for the same purpose and object and shall be deemed to be a transfer of trust property from one set of trustees to another set of trustees in accordance with the provisions of the relevant labour laws, lndian Trusts Act 1882, and the tncome Tax Act, 1961 and relevant stamp legislations as applicable provtded that if the Transferee Company considers it destrable for the smooth administratron, management, operation and uniformity of such trusts of the Transferor Company No.1, the same may be merged wtth similar trusts of the Transferee Company. Appropriate deeds of trusts favour of the trusts of the Transferee Company so as to continue the accordance with the terms hereof by the trustees of such trusts in benefits to the employees- The provident fund trust, gratuity trust o. superannuation trusts of the Transferor Company No.1 sh all continue hithertofore, till such time as the transfer to the corresponding trusts of the Transferee Company is made to hold such securities, trust funds and/or trust monies as
(c). The Transferee Company undertakes to continue to abide by any agreemeht(s)/settlement(s) entered rnto by the Transferor Company No.1 with any employee of the Transferor Company No.1. The Transferee Company agrees that for the purpose of payment of any

retrenchment, compensation, gratuity and other terminal benefits, the past services of such employees with the Transferor Company No.1 shall also be taken tnto account, and agrees and undertakes to pay the same as and when payable

PART II

Section B

Amalgamation of Transferor Company No.2

8. TRANSFER OF ASSETS

(a) With effect from the Appointed Date and upon the Scheme becoming effective, all the assets and properties, both movable and immovable, investments, rights, title and interests comprised in the UndertakinB of the Transferor Company No.2 shall pursuant to the Scheme being sanctioned by the Tribunai under Section 230 and Section 232 of the Act and wlthout anv further act or deed be transferred to, and vested in, or deemed to have been transferred from the Appointed Date, the estate, assets, investments, nghts, title and interests of the Transferee Company to, and vested in, the Transferee Company so as to becorne as and
(b) With effect from the Appointed Date and upon the Scheme becoming effective, all rights and licenses relating to tradernarks, credentials trade names, descriptions, trading style, franchises, labels, label designs, colour schemes, utility models, holograms, bar codes, copyrights, privileges and any rights, title or interest in Ihe landlord wherever necessary, powers, facilities of everv kin d and know-how, technical know-how, technlcal qualifications / intellectual property rrghts (includinB applications submitted to the registration authorities on or before the Effective Date by the Transferor Company No.2), tenancies, if any, with the consent of description of whatsoever nature in relation to the Undertaking of the Transferor Company No.2 to which the Transferor Company

No.2 is a party or to the benefit of which the Transferor Company No 2 may be enlitled/eligible and which are subsisttng or have effect immedrately before the Appornted Date, shall be in full force and effect on, or against, or in favour of, the Transferee Company as the case may be, and may be enforced as fully and effectually as if, instead of the Transferor Company No 2, the Transferee Company had been a party or benefrciary or obligee thereto

(c) All immovable propedies of the Undertaking of Transferor Company No.2, including land together with the buildings and structures standrng thereon and rights and interests in immovable properties of Transferor Company No.2, whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto shall stand vested in and/or be deemed to have been vested in the Transferee Company, by operation of law applicable to such immovable properties. Upon this Scheme pursuant to the sanctioning of the Scheme and upon the Scheme becoming effective. Such assets shall stand vested in the Transferee Company and shall be deemed to be and become the property as an integral part of the Transferee Company by operation of law. The Transferee Company shall upon the NCLT Orders sanctionint the Scheme and upon this Scheme becoming effective, be always entitled to all the rights and privrleges attached in relation to such rmmovable properties and shall be liable to pay appropriate rent, rates and taxes and fulfill all obligations in relation thereto or as becominB effective, the title to such properties shall be deemed to have been mutated and recognised as that of the Transferee priate retistrar Company and the mere filing thereof with

suffice as record of continuing titles with the Transferee Company and shall be constituted as a deemed nrutatron and substitution thereof. The Transferee Company shall subsequent to Scheme becoming effective be entitled to the delivery and possession of all documents of title to such immovable property in this regard. lt is hereby clarified that all the rights, title and interest of the Transferor Company No.2 in any leasehold properties shall without or sub-registrar or with the relevant government authority shall any further act, instrument or deed, be vested in or be deemed to have been vested in the Transferee Company

Scheme becoming effective, all licenses, sanctions, consents, conduct of its business (including, without limitation, benefits, remissions, specral reservations, exemption available to the Transferor Company No.2, under any income tax, GST, sales tax (d) ln particular, with effect from the Appointed Date and upon the authorization, approvals and permissions iwhether statutorV or otherwise) of the Transferor Company No.2 pertaining to the (including any benefits related to the deferment of sales tax) and excise (whether MODVAT or CENVAT) laws (whether such laws be shall vest ln the Transferee Company and the concerned licensors and grantors of such approvals or permissions, shall endorse and record the Transferee Company on such approvals and permissions so as to empower and facilitate the approval and vestrng ol the Undertaking of the Transferor Company No.2 in the Transferee Company without hindrance or let from the Appointed Date enacted at the central and/or state Jevels includtng excise c.edits),

(e) All assets and properties as are moveable in nature, including investments, or are otherwise capable of transfer by physical or constructive delivery or by endorsement and delivery, shall stand so transferred by the Transferor Company No 2, without requiring any deed or instrument of conveyance for the same and shall become the property of the Transferee Company accordtngly without any further act, rnstrument, deed or thing, and such transfer shall be deemed to have taken place at the Registered Office of the Transferee Company in the State of Telangana
(f) All debts, outstandin8 and receivables ,whether recoverable in cash Company No.2 and any earnest money and deposits with any Government, quasi-tovernment, local or other authority or body or with any company or other person, shall accordingly, on and from the Appointed Date and upon the Scheme becoming effective, stand transferred to and vested in the Transferee Company without any notice or other intimation to the debtors (thou8h the Transferee Company may, if it deems appropriate, give notice to the debtors that the debts stand transferred and vested in the Transferee Company) and the debtors shall be obliged to make payment to the Transferee Company on and after the Effective Date or ln kind, the bank balances, investments of the Transferor
(t) The transfer/vesting, as aforesaid, shall be subject to existing char8es/hypothecation/mortgage (if any) as may be subsistinB over or in respect of the said assets or any part thereol. Provided, however, that any reference in any security documents or arrangements to which the Transferor Company No.2 is a party, to such assets of such Transferor Compa or aBreed to

be offered as security for any financial assistance both availed and to be availed up to any limit on or after the Appointed Date for which sanctions have already been obtained by such Transferor Company No.2 shall be construed as reference only to the assets pertaining to such Transferor Company No.2 as are vested in the Transferee Company by virtue of this Clause to the end and intent that such security, mortgage and/or charBe shall not extend or be or divisions of the Transferee Company, unless specifically agreed to in writinB by the Transferee Company with such secured creditor(s) deemed to extend to any of the assets or to any of the other units

(h) All assets including investments acquired and liabilities incurred by the Transferor Company No.2 after the Appointed Date bur prior to the Effective Date in relation to the UndertakinB of the Transferor Companv No.2 shall also without any further act, instrument or coming into effect ofthis Scheme transferred to or vested in the Transferee Company upon the deed stand transferred to and vested in or be deerned to have been

9, TRANSFER OF IIABILITIES

(a) With effect from the Appointed Date and upon the Scheme becominB effective, all debts (whether secured or unsecured), liabilities (includinB contingent liabilities, whether disclosed or undisclosed), taxes, duties and obliBatrons of every kind, aature and description of the Transferor Company No.2 along with any charge, encL,mbrance, lien or securlty thereon shall also be vested and stand transferred to and be deemed to be and stand vested in the Transferee Company without any further act, or instrument or deed pursuant to the Scheme berng sanctioned by the Tribunal under Section 230 and

Section 232 of the Act so as to become the debts, liabilitres, duties and obli8ations of the Transferee Company from the Appointed Date and the Transferee Company undertakes to meet, discharge and salisfy the same to the exclusion of the Transferor Company No.2. Further that 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 whrch such debts, liabilities, duties and obligations have arisen in order to Brve effect to the provisions of this clause

(b) Where any loans, liabilities and obliBatrons of the Transferor Company No.2 on or after the Appointed Date have been drscharged by the Transferor Company No-2 after the Appointed Date but before the Effective Date, such discharge shall be deemed to have been discharged by the Transferor Company No.2 for and on behalf of the Transferee Company
(c) Upon the Scheme becoming effective, all the existing secuntres, mort8ages, char8es, encumbrances or liens (the Encumbrances), if any, created by the Iransferor Company No.2 after the Appointed Date, in terms of this Scheme, over the assets comprised in the Undertaking of the Transferor Company No.2, transferred to the Transferee Company, by virtue of this Scheme and in so far as such Company No.2, the same shall, after the Effective Date continue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Effective Date and as are transferred Encumbrances secure or relate to the liabilities of Transferor to the Transferee Company

{d) Upon the Scheme becominB effective, any reference in security documents or arrangements (to which the Transferor Company No.2 is a party), if any, to Transferor Company No.2 and its assets and properties, shall be construed as a reference to the Transferee Company and the assets and properties of Transferor Company No.2, transferred to the Transferee Company by vartue of this Scheme Without any prejL'dice to the foregoinB orovisions and upon the effectiveness of this Scheme, the Transferee Company shall execute any and all instruments or documents or do all the acts and deeds as may be required, includin8 the filing of necessary partjculars and/or modification(s) of charges, with the ReBistrar of Companies, Telangana to give formal effect to the above provisions, tf required
(e) The Scheme shall not operate to enlarge the security of any loan, deposit, mortgages, charges, encumbrances, liens or lacility, if any, vest in the Transferee Company by virtue of the Scheme and the Transferee Company shall not be obliged to create anv further or additional security therefore after the Scheme has become effecr ve or otherwise created by or available to the Transfe.or Company No.2 which shall

10, CONTRACTS, DEEDS AND OTHER INSTRUMENTS

(a) With effect from the Appointed Date and upon rhe Scheme becoming effective, ali contracts, deeds, bonds, agreements, schemes, arrangements and other tnstruments of whatsoever nature in relation to the Undertaktng of the Transferor Company No.2 to which the Transferor Company No.2 is a party or to the benefit of which the Transferor Company No.2 may be entitled/eligibte, and which are subsisting or have effect immediately before the Appornted Date,

shall be in full force and effect on, or against, or in favour of the Transferee Company and may be enforced as fully and effectually as rf, rnstead of the Transferor Company No.2, the Transferee Company had been a party or benefrciary or obligee thereto

(b) For the avoidance of doubt, it is expressly made clear that the contemplated herein, shall not affect the previolrs operation of any contract, agreement, deed or any instrument or the like to which the Transferor Company No.2 is a party or is the beneficiary of (as the case may be) and any reference in such agreements, contracts, deeds and instruments to the Transferor Company No.2 shall be construed as reference only to the Transferee Company wtth effect from the Effective Date transfer of Undertaking of the Transferor Company No 2 as
(c) The resolutions, if any, of the Transferor Company No.2 which are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolutions of the Transferee Company and if any such resolutions have upper monetary or other limits being imposed under the provisions of the Act, or any other applicable provisions, then the said limits shall be added and shall constitute the aggregate of the said limits in the Transferee Company

11, IEEAL PBOCEEDINGS

C On and from the Appornted Date and upon the Scheme becoming effective, all suits, actrons and other leBal proceedings by or against the Transferor Company No.2 under any statute or otherwise, whether pending, or aristng, before the Appointed Date shall be continued and enforced by or against fhe Transferee Company Li

12, EMPLOYEES

(a). All permanent employees, if any, of the Transferor Company No.2 as on the Effective Date shall as from such date, become employees of the Transferee Company in such position, rank and designation as may be determined by the Transferee Company with the benefit of continuity of service and such that the terms and conditions of their employment wrth the Transferee Company are not less favourable Cornpany No.2 on such date. With regard to provident fund, Bratuity than those applicable to them as employees of the Transferor fund, superannuation fund or any other special fund created or existing for the benefit of such employees of the Transferor Company No.2, from the Effective Date the Transferee Company shall stand substituted for the Transferor Company No 2 for all purposes funds in accordance with the provtsions thereof as per the terms whatsoever in relation to the administration or operatton of such fund or funds and the obligation to make contributions to the said fllnd or provided in the respectrve trust deeds or other documents provided that if the Transferee Company considers it desirable for the smooth administration, management, operation and uniformity of such funds, the same may be mer8ed with similar funds of the Transferee Company

It rs the aim and rntent of the Scheme that all the riBhts, dutres, such schemes or funds shall become those of the Transferee powers and obligations of the Transferor Company No.2 in re ation to Company. lt is clarified that the services of the employees ot the Transferor Company No.2 wtll be treated as having been continuous for the purpose of the aforesaid schemes, funds and trusts

(b). ln the event that trustees are constituted as holders of any securities, trust fl.rnds or trust monies, in relation to any provident fund trust, Bratuity trust or superannuation trust of the Transferor Company No.2, such funds shall be transferred by such trustees of the trusts of the Transferor Company No.2, to separate trusts and the trustees of the Transferee Company set up for the same purpose and object and shall be deemed to be a transfer of trust property from one set of trustees to another set of trustees in accordance with the provisions of the relevant labour laws, Indian Trusts Act 1882, and the lncome Tax Act, 1961 and relevant stamp legislations as applicable provided that if the Transferee Company consrders it desirable for the smooth administration, management, operataon and uniformity of such trusts of the Transferor Company No.2, the same may be merged with similar trusts of the Transferee Company. Appropriate deeds of trusts and/or documents for transfer of trust properties shall be simultaneously executed upon the sanction of the Scheme in hithertofore, till such time as the transfer to the corresponding trusts of the Transferee Company is made accordance with the terms hereof by the trustees of such trusts in favour of the trusts of the Transferee Company so as to continue the benefits to the employees. The provrdent fund trust, gratuity trust or superannuation trusts oF the Transferor Company No.2 shall continue to hold such securities, trust funds and/or trust monies as
(c). The Transferee Company undertakes to continue to abide by any agreement(s)/settlement(s) entered into by the Transferor Company No.2 with any employee of the Transferor Company No.2. The Transferee Company atrees that for the purp ent of any

retrenchment, compensation, gratuity and other terminal benefits, the past services of such employees with the Transferor Company No.2 shall also be taken into account, and agrees and undertakes to pay the same as and when payable

13 AMEN DMENT TO OBJECTS CLAUSE F MEMORANDUM OF ASSOCIATION OF THE TRANSFEREE COMPANY

13.1. Upon comin8 into effect of the Scheme and w th effect from the Appolnted Date, following sub clause nos. 74 ond 15, shall stand inserted in the objects clause of the memorandum of association of the Transferee Company after clause lll (A) (13) to read as follows wtthout anv further act or deed by the Transferee Company
1. To cotry on the business of designing, rnonufocturing, erecting, instollotion, commissioning, importing, exporting, buying, selling, exchonging, disttibuting, repoiring on(l servicinq of Roilwoy Siqnolling, Telecomfiunicotion Equiphent, ony other Equipment rcldted to Roilwoys ond Ttuin Contrcl Systems
1. To corry on the business ol development ol Geogrophicol lnformotion Systen, Roilwoy Signolling Sot'twqre reloted to toilwoys
members of the Transferee Company have also resolved and accorded all relevant consents under Section 13 of Companies Act, 2013. lt is clarified that there shall be no need to pass a separate resolution by sharehoJders pursuant to Section 13 of the Companies Act, 2013, for the amendment of 13.2. ln order to carry on the activities currently being carrted on by the Transferor Company No.2, upon the approval of rhe Scheme by the shareholders of the Transferee Company, it shall be deemed that the

the memorandum of association of the Transferee Company for the aforesaid insertion in its main objects clause

PART - III

CONSIDERATION FOR AMALGAMATION AND CLUBBING OF THE AUTHORISED CAPITAT OF THE TRANSFEROR COMPANIES

74 co NsIDERATION FOR AMALGAMATION

Since the Transferor Companies being wholly owned subsidiaries of the Transferee Company are being amalgamated with the Transferee Company there would be no rssue of shares pursuant to the amalgamation The entire issued and paid up share capital of the Transferor Company No 1 and through its nominees shall stand cancelled upon rhe Scheme beinB effectrve in terms hereof Trans[eror Company No.2 held by the Transferee Company tnclud ng

15 CLUBBING OI THE AUTHORISED CAPITAL OF THE TRANSFEROR COI\,1PANIES

The Memorandum and Articles of Association of the Transferee Company (relatrng to authorized share capital) shall without any further act, purpose of effectin8 this amendment, and no further resolution(s) under Section 13, 14, 61 or any other applicable provisions of the Act would be consent to the Scheme as obtained shall be deemed to be sufficient for the required to be separately passed, as the case may be, and for this purpose the stamp duty and fees paid on the authorised share capital of the instrument or deed, be and stand altered, modified and amended, and the Transferor Companies, to the extent transferred and clubbed pursuant to this clause 15, shall be utilised and applied to the rncreased authorised share capital of Transferee Company and there would be no requirement for any other further payment of stamp duty and ,/ or fee by the Transferee Company for the increase in the authorised share capital to that extent

Pursuant to the Scheme becoming effective and tn terms of this clause 15, the authorised share capital of Transferee Company shall stand increased by the authorised share capital of Trans[eror Company No.1 of Rs 8,00,00,000 and that of the Transferor Company No.2 of Rs. 3,50,00,000 to read as under

AUTHORISED CAPITAL	Rs
80,75,00,000 Equity Shares of Rs.2/- each -	1,51,50,00,000

It is clarified that Clause V of the Memorandum of Assoctation of the Transferee Company in so far as the number of shares comprised in its authorised capital are concerned shall stand revised by virtue of the Scheme in accordance with this clause 15

PART _ IV

TRANSACTIONS BETWEEN THE APPOINTED DATE AND THE EFFECTIVE DATE

1. During the period from the Appointed Date to the Effective Date:
(a) Each of Transferor Companies shall carry on and be deemed to have carried on their business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of its busrness and UndertakinB for and on account of and in trust for the Transferee Company.
(b) The Transferor Companies shall carry on their business and activities in the ordinary course of business with reasonable diligence and business prudence-
(c) All the profits or income accruing or arisinB to the Transferor Companies or expenditure or losses incurred or arisint to the Transferor Companies, shall for all purposes be treated and deemed to be and accrue as the profits or income or expenditure or losses (as the case may be) of the Transferee Company.
(d) The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Government Authorities concerned, as are necessary under any law for such consents, approvals and sanctions whrch the Transferee Company may require for carrying on the business of the Transferor Compartes.
(e) The Transferor Companies shall carry on their business, operations or activities with reasonable diligence and business prudence and in the same manner as they had been doing hitherto and sha I not venture into/expand any new businesses, alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except ln the ordinary course of busrness, without the prior consent of the Transferee Company.
(f) The Transferee Company and the Transferor Companies shall also be entitled to make an application for amending, cancelling or obtaining fresh registrations, as the case may be, under all applicable laws and legislations. The Transferee Company and the Transferor Companies would be entitled to make an application for amending licenses/ authonsations

17, ACCOUNTING TREATMENT IN THE ^B K5 OF THE TRANSFEREEE COMPANY

Upon the Scheme becoming effective, the Transferee Company shall account for the amal8amation in its books of account wtth effect from the Appointed Date as under

(a) The Transferee Company shall account for the Scheme in its books of accounts in accordance with accounling prescribed under "pooling of interest" method in lndian Accounting Standard (lnd AS) ¹⁰³ Business Combinations as notified under Section 133 of the Companies Act, 2073, read to8ether with paratraph 3 of The Companies (lndian Accounting Standard) Rules, 2015
(b) All the assets and liabilitles of the Transferor Companies transferred to and vested in Transferee Company pursuant to the Scheme shall be recorded by Transferee Company at their respective book values as appearing in the books of the Transferor Companies
(c) The investments in the books of the Transferee Company with respect to the share capital as appearin8 in the books of accounti of stand cancelled without following the procedure laid down in section 66 of the Companies Act,2013 pursuant to the Scheme and any adjustment, if required, therefrom shall be made by the Transferee Company to its reserves the Transferor Company No 1 and Transferor Company No 2 shall
(d) ln case of any difference in accountint policy between the Transferor companies and the Transferee company, the impact of the same till the Appointed Date will be quantified and recorded rn accordance with applicable Accounting Standards notifi der the Act or under the law applicable on or after the ^E sure that the

financial statements of the Transferee Company reflect the financlal positron on the basis of consistent accountinB policy

(e) The identity of the reserves of the Transferor Companies to the extent possrble shall be preserved and they shall appear in the financial statements of the Transferee Company in the same forrn and manner rn which they appear in the financial statements of the respective Transferor Company, prior to this Scheme being made effective
(f) lntercompany loans, investments and other balances and obligations, extinguished and corresponding effect shall be given in the books of the Transferee Companies for the reduction of any assets or liabilities, as the case may be if any, between the Transferor Companies and the Transferee Company, on the Appointed Date shall stand cancelled and
(g) This Scheme is in compliance with Section 2 (18) of the tncome Tax Act, 1.961and is intended to be implemented accordinBly

GENERAT TERMS AND CONDITIONS APPTICABLE TO THIS SCHEME

AND OTHER MATTERS CONSEQUENTIAT IHERETO

PART _ V

18, DISSOLUTION OF IHE ANSFEROR COMPANIES

With elrfect from the Effective Date, the Transferor Company No l and the Transferor Company No.2 shall stand dissolved without beinB wound up

19 N LATING TO TAX AND COMPLI

19-1 This Scheme has been drawn up to comply with the conditions relatin8 to "Amalgamatron" as specified in Section 2 (1B) and other relevant provisions of the lncome Tax Act, 1961. lfanyterms or provisions ofthe Scheme are found or interpreted to be inconsistent with the provisions of the said sectron and other related provisions of the lncome Tax Act, 1961 at a later date includin8 resulting from a retrospective amendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provrsrons of the said section and other reiated provisions of the lncome Tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent required to comply with Section 2 (18) and other relevant provisions ofthe lncome Tax Act, 1961
19.2 Upon the Scheme becoming effective, the Transferee Company is expressly permitted to revise its lncome Tax returns, GST returns, Sales Tax / VAT returns, CENVAT returns, service tax returns, other tax returnS, and related tax deducted at source ("TDS") certificates and to restore as Cenvat credit of service tax adjusted earlier or claim refunds / credits and the right to claim refLrnd, advance tax credits, minimum alternate tax ("MAT") credrts and adiustments, etc., if any, and have expressly reserved the ritht to make such revisions in the lncome Tax returns and rtificates and

Credits etc. pursuant to the sanction ofthis Scheme the right to claim refund, advance tax credits, Cenvat Credits, lnput Tax

19.3 The tax payments (rncluding without limitation income tax, service tax, GST, excise duty, central Sales tax, applicable state value added tax) whether by way of tax deducted at source, advance tax or otherwise howsoever by the respective Transferor Companies after the Appointed Date in relation to the respective Undertaking of the Transferor Companies shall be deemed to be paid by the Transferee Company and shall, in all proceedin8s, be dealt with accordingly
19.4 Any refund under the lncome Tax Act, 1961, service tax laws, excise duty laws, central sales tax, applicable state value added tax laws or other Transferor Company (includrng any refund for which no credlt is taken in the books of accounts of the Transferor Company) as on the date applicable laws/regulations dealing wrth taxes, duties, levies due to any of the Transferor Companies consequent to the assessment made on such immediately preceding the Appointed Date shall also belonB to and be received by the Transferee Company upon the Scheme becoming effect ve
1.9.5 Without prejudice to the foregoing, it is clarified that TDS credit/ TDS certificates which are pertaining to income relating to Undertaking of rhe respective Transferor Companies pertaining to the peflod on and after the transferred to the Transferee Company. lt is further clarified that advance tax paid by respecttve Transferor Companies towards discharBing the income tax liabrlity pertaininB to the tncome earned durinB the period pflor to the Appointed date shall belong to and be consldered as advance tax paid by the Transferee Company- Further, it is a so clarified that advance tax paid by the respective Transferor Companies towards discharging the income tax liability pertainin8 to the income earned on and after the Appointed Date shall wrthout any further act or deed be and stand

Appointed Date and up to the Effective Date, in so far as such tax liabilrty is in relation to the respective Undertakings of such Transferor Companies shall upon the sanctron of the Scheme by the NCLT, without any further act or deed be and stand transferred to and shall be to the benefit of the Transferee Company

19.6 ln accordance w'th the Central Goods and Services Tax (CGST) Rules, 2017, as are prevalent on the Effectave Date, the unutilised credrts relating to excise duties/servrce taxes paid on inputs / capital goods / input services, GST lying in the accounts of the Undertaking of the respective Transferor Companies shall be permitted to be transferred to the credit of the Transferee Cornpany, as if all such unutilised credits were lyint to the account of the Transferee Company. The Transferee Company shall be accordingly entitled to set off all such unutilised credits against the excise duty / service tax/GST payable by rt

20, SAVING OF CONCLUDED TRANSACTIONS

Subject to Clause 19 above, the transfer of assets and liabilities to, and the continuance of proceedings by or atainst, the Transferee Company as envisaged in this Scheme shall not affect any transaction or proceedings already concluded by the Transferor Companres on or before the Appointed Date (subject to the terms of any agreement with the Transferee Company) to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Companies in respect thereto as done and executed on behalfof itself

21, APPROVALS AND MODIFICATIONS

21,1, MODIFICATION OR AMENDMENTS TO THE 5CHEME

(a). The Transferee Company and the Transferor Companies by thetr respective Board of Directors or sole shareholder, as applicable, or any person(s) or commrttee authorised/appointed by them, may carry out or assent to any modifications/amendments to the Scheme or to any conditions or limitations that the National Company Law Tribunal and/or the Reserve Bank of lndia and/or Securities and Exchange Board of lndia or any other Government Authority may deem fit to drrect or impose or whrch may otherwise be considered necessary, desirable or appropriate by them (i.e., the Board of Directors or sole shareholder, as appltcable, or the person(s)/ by their respective Board of Directors or sole shareholder, as applicable, any person(s) or committee autho sed or appointed by them, shall be authorised to take all such steps as may be questions whether by reason of any directive or orders of anV Government Authority or otherwise howsoever arising out of or necessary, desirable or proper to resolve any doubts, difficulties or committee). The Transferee Company and the Transferor Companies under or by virtue of the Scheme and/or anymatter concerned or connected therewith. The Transferee Company and the Transferor Companies shall be at liberty to withdraw from this Scheme, in case of any condition or alteration rmposed by the National Company Law Tribunal or any other authority. The aforesaid powers of the Transferor Companies and the Transferee Company may be exercised by their respective boards of directors, a committee or committees of the board or dtrector being duly authorised by thetr respective boards, (hereafter referred as the "delegates")

(b). For the purpose of giving effect to the Scheme or any modifications or amendments thereof or additions thereto the delegate(s) of the Transferor Companies and the Transferee Company may jorntly give and are hereby authorised respectively to determine and give all such removing any difficulties, as the case may be, which shall be bindint on all parties in the same manner as if the same were specifically incorporated in the Scheme directions as are necessary including directions for settling or
(c). After the dissolution of the Transferor Companies, the Transferee Company acting through its board of directors or other persons, duly authorised by its board in this regard, shall be authorised, to take such steps, as may be necessary, desirable or proper to resolve any doubts, diffrculties or questions that may arise, whether by reasons of any order of the Tribunal or of any directrve or order of any other authorities or otherwise, in connection with this Scheme and/or matters concerning or connected therewith
(d). lf any part of this Scheme rs rr.rled illegal or rnvalid by Tribunal or any other competent authority, or is unenforceable under present or future laws, then it is the intention of the parties that such part shall be severable from the remainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the parties shall attempt to brlnB about a modification in the Scheme, as will best preserve for the parties the benefits and obligations of the Scheme, including but not limited to such part

Company shall be entitled to operate all bank accounts of each of the Transferor Companres and realise all monies and complete and enforce all pendrnt contracts and transactions in respect of the relevant Transferor Company in the name of the Transferee Company in so far as may be necessary until such time that the names of the bank accounts of the Transferor Companies are replaced with that of the Transferee Company (e). Upon and after the Scheme becomes effective, the Transferee
21.2 ln case any doubt or difference or tssue shall arise among the Transferor Companies and the Transferee Company or any of their shareholders, creditors, employees and/or persons entitled to or claiming any righr to any shares in the Transferor Companies or the Transferee Company, as to the construction of thrs Scheme or as to any account, valuation or apportionment to be taken or made in connection herewtth or as to any other aspects contained in or relating to or aristng out ofthis Scheme, the same shall be amicably settled between the Board of Directors/sole shareholder, as applicable, of the Transferor Companies and the Board of Directors ofthe Transferee Companyand the decision arrived at therein shall be finaland bindine on allconcerned

22 CHEME N IT

This Scheme is conditional upon the following approvals

and creditors, if any, of the respective Transferor Companies and the Transferee Company, as required under Section 230 of the Act ; (a) the approval of the Scheme by the requisite majoflty of the members
(b). the sanction of the Scheme by the Tribunal under Sections 230 and 232 of the Act and other applicable provisions of the Act, rules and regulations;

23. COSTS. CHARGES AND EXPENSES

Upon the Scheme becomrng effective, all costs, charges, taxes including stamp duties, levies and all other expenses, if any, of the respective Transferor Companies and the Transferee Company arising out of or incurred in carrying out and tmplementing the Scheme and matters incidental thereto, shall be borne and paid by the Transferee Company (save as otherwise expressly agreed in writing) CompanV and the same shall be eliSible for deduction of expenditure incurred as per section 35DO of the lncome-tax Act, 1,961

24, SANCTION AND APPROVALS NOT FORTHCOM ING

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 as is specifically provided in the Scheme or as may otherwise anse in law, the Scheme shall stand revoked, cancelled and be of no effect if in the event any of the sanctions and approvals referred to in Clause 22 have not occurred or have not been obtained

The Transferee Company shall have liberty to apply to the Tribunal for necessary direction to remove difficulties, if any, ln implementing the schem e

Certified coov of the resolution Dassed at the meetins Board of Directors held on 28th December,2019 at the Reeistered Office of the Companv.

sider and the me of ment" for the of Vai Avenues Limited and Aster Rall Private Limited {whollv Owned subsi diaries nd NCC Limited {Holdine Comoanv)

RESOLVED THAT pursuant to the provisions of Section 230 and 232 and other applicable provrsions, if any, of the Companies Act, 2013 and the Rules made thereunder and subject to the approval of the National Company Law Trrbunal ("NCLT") and such other necessary approvals as may be required, the consent of the Board be and is hereby provrded for the merger of Vaidehi Avenues Limited and Aster Rail Private Limited with NCC Limited with effect from the appointed date i.e. 1" April, 2019 or such other date as may be fixed by the NCLT,

RESOTVED FURTHER THAT the draft "scheme of Arrangement between Vaidehi Avenues Limiled, Aster Rail Private Limited and NCC Limited and their respective shareholders" subrnitted to this meeting be and is hereby approved.

RESOTVED FURTHER THAT Sri A A V RanBa Raiu, Manating Director, 5n A G K Raju, Executive Drrector, Sri R S Raiu, Associate Director (F&A) and CFO and Sri M V srinivasa Murthy, Company SecretarY & EVP (LeBal), be and are hereby severally authorrsed to rnake such alterations and changes in the "scheme of Arrangement" as may be expedient or necessary for satisfying the requirement or conditions imposed by the NCLT or any statutory authorities.

RESOLVED FURTHER THAT the draft report to be adopted pursuant to Section 232l2\lc\ ol the Companres Act, 2013 in relation to the effect of the Scheme on the shareholders' KMPs, Promoters and non promoter shareholders, as placed before the meeting be and is hereby approved and sri A A V Ranga Raju, Managing director and Sri A G K Raju' Executive Director be and are herebY severallyauthorizedtosi8nandlssuethesameonbehalfofthe Board.

RESOTVED FURTHER THAT the Executive Committee of the Board be and is hereby authorized to consider and accord such other approvals /consents as may be required in connection with the Merger of the said wholly owned Subsidiaries with the Company'

RESOTVEO FURTHER THAT sri A A V Ranga Raju, ManaginB Director, Sri A G ( Raiu' Executive Director, Sri R S Raju, Associate Director (F&A) and CFO and sri M V Srinivasa Murthy, Company Secretary & EVP (Legal), be and are hereby severally authorised to monitor the process connected with the "scheme of Arrangement" and to deal with all matters connected, consequential and incidentalto procuring sanction' implementation and execution ofthe "scheme of Arrangement" and in particular, take all the necessary steps in ,l x*'* ^c

NCC Limited lrormedy Nasa0una coi{rr.hon comPanv umiEdl ClNr L?2200TG1990P1C011146 NCC House, Madhapur, Hvderabad ⁵⁰⁰⁰⁸¹ ^T+9140 2326a8a8 F+914023125555 ncclimired com

A ( x ^x t(

l x

to prepare, siSn and file affidavits, petitions, pleadings, applications (jolntly or otherwise with other participatinB companies) or initiate any other proceedings incidental or deemed necessarY or useful in connection with the above proceedings and to engaBe counsel, advocates and other professionals and sign and issue public advertisements and notices, if required;
to sign all applications, petitions, documents, related to the "Scheme of Arrangement"; ii
to file the Scheme and / or any other information / details with the concerned Stock Exchantes in terms of SEBI (Listing ObhBations and Disclosure Requirements) Regulations, 2015 read with Circular No CF /OlL3/ClR/2077 /21 date 1o'h March 2017, as amended ("SEBl circular") iii.
to sign and file loint Applications / Joint Petitions together with Vaidehi Avenues Limited and Aster Rail Private Limited before the Tribunal for directions for holding / dispensing with meeting of the members and the creditors respectively and for confirmatton of the "scheme of Arrangement" and to slBn and file affidavits in this connection; iv
to file applications, representatlons, returns, revised returns and other documents with the slatutory and other authorities as maY be required;
to file all pleadings, reports and sign and issue public advertisements and notlces in relation to the Said "scheme of Arrangement"; vi
to settle any question or difficulty that may arise with regard to the implementation of the above "scheme of Arran8ement" and to Eive effect to the above resolution; vii
to Brant such approvals / siSn affidavits as may be required conveying the consent of the Company as a shareholder of Vaidehi Avenues Limited and Aster Rail Private Limited to the Scheme of Arrangement and seeking dispensation from holding meetinB of members of such companies viii
to do all fr.rrther acts, deeds, matters and things as may be necessary, proper or expedient to give effect to the "Scheme of Arran8ement" and for matters connected therewith or incidental thereto

ll cefiifiedlue Copyl I For NCC Limited G Lr

MVSri nivasa Murthy' Company Secretary & EVPItegal)

: Nccl/Regulation ZOI 2O1g Date 28-12-20,t9

The Secretary National Stock Exchange of lndia Ltd 5' l-loor, Exchange plaza Bandra - Kurla Complex Bandra (E) ^U Al-4000 MUMBAI - ⁵⁰0 051.

The Secretary BSE Limited, Rotunda Buitding, p J Towers Dalal Street, Fort

Dear Sir(s),

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Sub: lntimation under Requlatir *rhsEBJc;;;i;;il;;,i);ffi;';#ir;f ,'.:,J\$8IXJ[i'r,rations,2olsread

The Board of Dtrectors of the Comesny at its meeting held on 2gth December,2o,lg consrdered ano approved a Scheme of Amalgamation (-Scheme,) pursuanr section to Rures made ²³⁰to 232 and other relevant provisroni ot tt. Clmpanie"" act,20.l3 and lhere under. oroviaino ror the mer;;;.; t*;;;it;;;;lJ sro"ioi"ri"" oI-the Company i.e. l) Aster Raiiprivate Lto i"o zr'vrij"i]'i#rjEl NCC rrmiteo witr Limiterl

The, aporicable Scheme is subject to necessary statutory and regulatory approvais under laws rncruding approval ol tne siri.etrotaeiJ o'i "ii."iI"n"t",o. transferee ,no Hyderabad Companies and aoDroval of tn" frf"iionrf CJrp"iV'f-1* fnOunrf, Bench

Oblrgattons Pursuant to regutation 30 of the S::!!n,:l and Exchange Board of tndia(Listing Circutar and Dtsclosure ReoUtrements) Regulations 2015 read with SEBI No. CtR/CFD/CtvtD/4/20 r s oatea os'septJmo",. ioril*" aiJiurnisning informalion the as per annexure enclosed.

The meeting of the Board of Directors started at330 p.m and concluded at 4_3o+,._\

Thanking you,

Yours faithfuly

For NCC LIMtTED

SI.No	Particulars	Description
$\mathbf{1}$	Name of the entities forming	I. Transferor Companies
	the of part	a. Vaidehi Avenues Limited
	amalgamation/merger, details	b. Aster Rail Private Limited
	in brief such as size, turnover	II. Transferee Company
	etc.,	NCC Limited
		III. The Scheme of amalgamation provides for
		merger of Vaidehi Avenues Ltd and Aster Rail
		Private Ltd(Transferor Companies) with NCC
		Limited(Transferee Company) pursuant to
		section 230 to 232 and other relevant provisions
		of the Companies Act, 2013. Both the Transferor
		Companies are Wholly owned Subsidiaries of the
		Transferee Company.
		IV. Turnover/ Revenue for the year ended March
		31,2019

		Vaidehi Avenues Limited - NIL.
		Aster Rail Private Limited-Rs.3009.12 lakhs
		NCC Limited - Rs. 12079.76 crores

	Whether the transaction would	The Transferor Companies are Wholly owned
2	related party within fall	Subsidiaries of the Transferee Company. Hence,
	transaction? If yes, whether the	the transaction falls within the ambit of related
	same is done at "arms length"	party transaction.
		However, the Ministry of Corporate Affairs
		through a General Circular No. 30/2014 dated
		17 ^th July, 2014 has clarified that transactions
		arising out of Compromises, Arrangements and
		specific with under dealt Amlagamations
		Act. the Companies of provisions
		1956/Companies Act, 2013, will not attract the
		requirements of section 188 of the Companies
		Act, 2013.
		Further, as per Regulation 23(5)(b) of SEBI (Listing
		Requirements) Disclosure Obligations and
		Regulations, 2015, the related party transaction
		provisions are not applicable to a transaction
		a holding company and its wholly between
		whose accounts are subsidiary owned
		consolidated with such holding company and
		placed before the shareholders at the general
		meeting for their approval.

a ), * Li

3	Area of business of the entities	Transferor Companies: ŧ.
		i. Vaidehi Avenues Limited is engaged in the business of acquiring and holding land and developing and maintaining stock yards. ii. Aster Rail Private Limited is primarily engaged in the business of designing, manufacturing, erection, installation, repairing and servicing of telecommunication signalling, Railway equipment and other equipment related to railways and train control systems. II. Transferee Company

		NCC Limited is primarily engaged in the business of Construction, Engineering and Infrastructure Development activities.
4	for Rational
	amalgamation/merger	The rationale for the proposed Scheme of Arrangement inter alia are summarised below: would enable consolidation of businesses under one roof and will result in a simplified corporate structure and direct control of assets of the Transferor Companies in the hands of the Transferee Company; leadership and top. strategic focused management attention so as to integrate the business synergies and reap the benefits of consolidation; Reduce the number of legal entities in the group thereby reducing managerial overlaps, which are necessarily involved in running multiple entities would channelize synergies; enable optimum utilization of the available resources, broadening the customer base focused business enabling a besides approach for achieving optimization; would enable to achieve higher long-term financial returns and inculcation of greater financial strength and flexibility than could be achieved by the companies individually; would result in greater rationalization and help reduce duplication of systems and processes;

5	Consideration under Merger	Srnce, the Transferor Companies are wholly owned subsidtaraes of the Transferee Company, upon the Scheme cornrng into effect, all equtty shares of the Transferor Companies held by the Transferor Company (either directly or through nom nees) shall stand cancelled without any further application, act or deed. t is clar fted that no new shares shall be issued or any payment made n cash whatsoever by the Transferee Conpany in lieu of shares of the Transferor Companies pursuant to the Scheme of ArranEement
Ia	Briet details of change in shareholding patt€rn(if any) of listed entity	S nce there will be no issue of shares pursuant to the Scheme of Arran8ement, there would be no change in the shareholdlnB pattern of the Transferee Company,

AI assistant

NCC Limited — M&A Activity 2020

62440_rns_2020-01-04_86b6efe9-7149-4ef0-8f68-c9596df3cce1.pdf

Scrip ode : NSE: CCABSE:500294

Sub: Submission of Draft Scheme under Regulation 37 (6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 ('LODR Regulations')

DRAFT

SCHEME OF ARRANGEMENT

UNDER SECTION 230 TO 232 OF THE COMPANIES ACT, 2013

BETWEEN

Vaidehi Avenues Limited

lTrunsJercr Compony No.7l

WHEREAS

PART - | "6eneral"

1.. DEFINITIONS INTERPRETATION AND EFFECTIVE DATE

1.1 Detinitions

(xii) "Undertaking of the Transferor Company No.2" includes :-

1.2 lnterpretation

13. Effective Date

li) Transferor Company No.1

{ii) Transferor company No.2

(iii) TranstereeCompanV

PART II

Section A

Amalgamation of Transferor Company No.1

3 TRANSFER OF ASSETS

4 ISANSFER OF LrAEtLtTrES

5, CONTRACTS DEEDS AND OTHER INSTRUMENTS

6, TEGAL PROCEEDINGS

7. EMPLOYEES

PART II

Section B

Amalgamation of Transferor Company No.2

8. TRANSFER OF ASSETS

9, TRANSFER OF IIABILITIES

10, CONTRACTS, DEEDS AND OTHER INSTRUMENTS

11, IEEAL PBOCEEDINGS

12, EMPLOYEES

13 AMEN DMENT TO OBJECTS CLAUSE F MEMORANDUM OF ASSOCIATION OF THE TRANSFEREE COMPANY

PART - III

CONSIDERATION FOR AMALGAMATION AND CLUBBING OF THE AUTHORISED CAPITAT OF THE TRANSFEROR COMPANIES

74 co NsIDERATION FOR AMALGAMATION

15 CLUBBING OI THE AUTHORISED CAPITAL OF THE TRANSFEROR COI\,1PANIES

PART _ IV

TRANSACTIONS BETWEEN THE APPOINTED DATE AND THE EFFECTIVE DATE

17, ACCOUNTING TREATMENT IN THE B K5 OF THE TRANSFEREEE COMPANY

GENERAT TERMS AND CONDITIONS APPTICABLE TO THIS SCHEME

18, DISSOLUTION OF IHE ANSFEROR COMPANIES

19 N LATING TO TAX AND COMPLI

20, SAVING OF CONCLUDED TRANSACTIONS

21, APPROVALS AND MODIFICATIONS

21,1, MODIFICATION OR AMENDMENTS TO THE 5CHEME

22 CHEME N IT

23. COSTS. CHARGES AND EXPENSES

24, SANCTION AND APPROVALS NOT FORTHCOM ING

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Sub: lntimation under Requlatir *rhsEBJc;;;i;;il;;,i);ffi;';#ir;f ,'.:,J\$8IXJ[i'r,rations,2olsread

More from NCC Limited

NCC Limited M&A Activity 2020

¹3. Effective Date

17, ACCOUNTING TREATMENT IN THE ^B K5 OF THE TRANSFEREEE COMPANY

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