17th October, 2023

National Stock Exchange of India Limited BSE Limited

Exchange Plaza, 5th Floor, Corporate Relationship Department Plot No. C/1, G Block, 1st Floor, New Trading Ring, Bandra Kurla Complex, PJ Towers, Dalal Street, Bandra (East), Mumbai - 400 051 Fort, Mumbai - 400 001 Fax: 022-26598237/38 Fax: 022-22722061/41/39/37

Company Code: PVRINOX/ 532689

Sub: Disclosure of Material Event / Information under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

This is with reference to our earlier communications dated 10th October, 2023 with respect to the Scheme of Amalgamation of Shouri Properties Private Limited ("Company/Transferor Company") with PVR INOX Limited ("Transferee Company") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Proposed Scheme").

In this regard, we would like to inform you that the Company has received today ( i.e. on 17th October 2023) the certified true copy of the Order pronounced by Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench after its hearing held on 4th October, 2023.

Please find enclosed the copy of the said Order received from NCLT for your records.

This is for your information and records.

Thanking you.

Yours faithfully, For PVR INOX Limited MUKESH Digitally signed by

KUMAR MUKESH KUMAR Date: 2023.10.17 18:18:03 +05'30'

Mukesh Kumar SVP - Company Secretary & Compliance Officer

THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT -I

c.P. (cAAyl33tMBt2022 IN c.A. (cAAy4r/ltrB,12022

In the matterof The Companies Act,20l3 AND In the matter of Section 230 to 232 of The Companies Act, 2013 and other applicable provisions of The Companies (Comprises, Arrangement and Amalgamation) Rules, 2016; and

In the matter of Scheme of Amalgamation between

M/s. Shouri Properties Private Limited (Transferor Company) and

M/s, PVR Inox Limited (Formerly known as PVR Limited) (Transferee Company) and their respective Shareholders

Shouri Properties Private Limitcd CIN: U4520 1 MH2002PT C13439 . . .. Petitioner Company No. 1/

Transferor Company

AND

PVR Inox Limited (Formerly known as PVR Limited) .. .. Petitioner Company No.2/

Transferee Company

"Collectively referued as Petitioner Companies "

Di TIIE r-ATIONAL COMPAM LAW TRIBUNAL, MUMBAI BENCH, COURT-I

c.P. (cAAyt 33/MB/2022 IN c-A,. (cAAlt4yMBnozT

Order delivercd on 04.10.2023

Coram:

Shri Prabhat Kumar Hon'ble Member (Technicat)

Appearances (through)

Justice Shri V.G. Bisht Hon'ble Member (Judicial)

For the Petitioner(s) Mr. Hemant Sethi a/w Ms. Devanshi Sethi i,/b Hemanr Sethi & Co.

For the Regional Director Mr. Tushar Wagh, Depury Registrar, Office of the Regional Director

ORDER

Per: Justice V.G. Bisht, Member (ludicial)

1. Heard the Counsel for the Petitioners and the representative of the Regional Director Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition.
1. T)ae sanction of the Tribunal is sought under Section 232 r/w Section 230 ard other relevant provisions of the Companies Act, 2013 for the Scheme of Amalgamation between Shouri Properties Private Liinited (Transferor Company) and PYR Inox Limited [Formerly known as PVR Limited] ("Transferee Company") and their respective Shareholders.

Page 2 of 6

lN THE .\*ATIONAL COMPAT\ry LAW TRIBUNAL, MT,IMBAI BENCH, COURT-I

c.P. (cAAyt33MBr2022 IN C.A. (CAA')l4llMBn022

1. The Transferor Company holds a license to operate a multiplex cinema theatre. The Transferor Company has taken one multiplex cinema theatre on lease and sub-leased the same to its holding company.
1. The Transferee Company is an India-based multiplex company and engaged in the business of cinema exhibition, movie distribution, related food & beverages and allied activities.
1. The Petitioner Companies filed a Company Application No.146 of 2023 for amendment of Scheme consequent of merger of erstwhile INOX Leisure Limited with the Transferee Company vide order dated 12th January 2023 passed in C.P. (CAA)/207/MB /2022 wherein the Transferor Company now became subsidiary of the Transferee Company. The said application was allowed and disposed by order dated l3th Apn12023.
1. The Scheme was unanimously approved by the Board of Directors of the Petitioner Companies in their meeting held on 21st January, 2022. The Appointed Date of the Scheme is ^I" Day of February 2022.
1. The Rational for the scheme is

"with a view to maintain a simple corporate structure and eliminate duplicate corporate procedures it is desirable to merge and amalgamate all the undertakings of the Transferor Company with the Transferee Company. The merger by absorption of all undertaking of Transferor Company into the Transferee Company shall facilitate consolidation of all the undertakings in order to enable effective management and unified control of operat10ns.

Page 3 of6 ffi" ffi

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lN THE x-ATIONAL COMPATtry LAW TRIBINAL, MTruBAI BENCH, COURT.I

,twffi',

HS_ffi

c.P. (cAAyt33/MB/2022 IN c.A. (cAAlt4t tMBno22

Further, the merger would create economies in administrative and managerial costs by consolidating operations and would substantially reduce duplication of administrative responsibilities and multiplicity of records and legal and regulatory compliances."

1. The Regional Director has filed his report dated, 15.06.2023 making certain observations. The Petitioner Companies have submitted,/undertaken that:
i. The Appointed date is in conformity with MCA circular no. F.No.l/12/20219/CL-l dated 21.08.2019 issued by the Ministry of Corporate Affairs;
ii. The provisions set out in Section 232(3)(i) of the Companies Act, 2013 and where the Transferor Company is dissolved, the stamp duty, if any, paid by the Transferor Company on its authorized share capital shall be set offagainst any stamp duty payable by the Transferee Company on their authorized share capital subsequent to the amalgamation;
iii. The approval of the Scheme by this Tribunal may not deter Income-tax authorities to deal with Income-tax related issues arising after giving effect to the Scheme and the Petitioner Company submit that any Income-tax related issues arising out of the Scheme will be met and answered during the course of regular Income-tax assessment in accordance with the provisions of the Income-tax Act, 1961'
iv. The Transferee Company will comply with Income Tax Provisions in relation to proceedings/claims under Income Tax Act against the Transferor Company; and
v. The Transferor company is not engaged in the business of Construction, hence no approval from RERA is required'

Page 4 of6

I... TIIE r-ATIONAL COMPAI\IY LAW TRIEUNAL, IlIUMBAI BENCH, COURT.I qiffi#..

H##

c.P. (cAAyr33MBr2022 IN c -A.. (c AAlt 4t tMBt2022

1. Mr. Tushar Wagh, Deputy Director from the Office of Regional Director of Western Region, Mumbai appeared on the date of hearing and submits that above explanations and clarifications given by the Petitioner Companies in rejoinder are satisfactory and they have no further objection to the Scheme.
10.The Official Liquidator has fr.led his report dated 23rd Jnne 2022 stating therein that on perusal of Chartered Accountant's report it is notices that the affairs of the Transferor Company have been conducted in a proper manner.
ll.The Income Tax Departrnent will be at liberty to examine the aspect of any tax payable as a result of this scheme and it shall be open to the income tax authorities to take necessary action as possible under the Income Tax Law.
l2.From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, Company Petition bearing C.P. (C.A.A.)/133 /MB/2022 filed by the Petitioner Companies is made absolute in terms of prayers clause of the said Company Scheme Petition.
the Company Petition with the concerned Registrar of Co 13.The Petitioner Companies are directed to file a certified copy of this order along with a copy of the amended Scheme attached to

Page 5 of6

lN THE .-ATIONAL COMPAIIY LAW TRIBUNAL, I\tUMBAI BENCH, COURT-I

c.P. (cAAyl33/MB/2022 IN c-A. (cAAy4l/MB/2022

electronically, along with e-Form INC-28, within 30 days from the date of receipt of order, duly certified by the Designated Registrar of this Tribunal.

14.The Petitioner Companies to lodge a certified copy of this order and the amended Scheme duly certified by the Deputy Registrar/Assistant Registrar of this Tribunal, with the concemed Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of receipt of certified copy of the order from the Registry of this Tribunal.
l5.The Transferor Company would be dissolved without winding up.
16.All concemed regulatory authorities to act on a certified copy of this Order along with the amended scheme duly certified by the Designated Registry of this Tribunal.
l7.The Scheme of Amalgamation and A:rangement is hereby sanctioned, and the Appointed Date of the Scheme is fixed as lst Day of Febru ary 2022, for the purposes of Section 232(6) of the Companies Act,2013.

Page 6 of 6

Ordered AccordinglY

sd/-

Prabhat Kumar Member (Technical) 2s tified True Copy t of Application o , ; -1.. 6 ri:!l i'r:.-_- ,a. .ii 96Py prepr.r'ed cn o L3 L9 Ilriu'l(rr

l liG llt dl ,o \$)

sd/-

Justice V.G. Bisht Member (Judicial)

'tlr1n6r4yy1)-]

B's- +

SCIIEUE OF IIEN,GEN,

BYABSORPTION

OF SIIOT'RI PROPERTIES PRIVATE LIUITED

.... Transfcror Company

BY

IryR I.ITTTTFNI

....Thc Transf,crcc Compa[y

AND

THEIR RTSIPBCTTYE SIIAREIIOLDERS

T'NDER SECTIONS 23O T() 232 AND OTHER APPT,ICABLE PROVISIONS OF THE

COMPANIES ACT, 2013

This Scheme of Amalgamation (merger by Absorption) ls presented under Sections 23O Lo 232 of the Companies Act, 2Ol3 and other applicable provisions of the Companles Act, 20 13 (including any statutory modlfication or re-enactment or arnendment thereofl for merger of Shouri Properties tJrivate Limited with lrlrR Limited and their respecfive shareholders.

A. Descrlptlon of thc Companles:

Ttensferor Compa[y

a. Shourl Propcrtlc8 PHvstc Llmltcd, (fransferor Company) is a company incorporated under the Companies Act, 1956 with its registered o[Iice at 5* floor, Viral Towers, Next to Andheri flyover Western Express Highway, Andheri East. Mumbai 4OOO93 ('Transferor Co-pany" or 'Shourt") ICIN: U452O I MH2OO2PTC f 343931. Shourt holds a license to operate a multiplex cinema theater. The Company has taken one multiplex cinema theatre on lease and sub{eased the same to lts holding company. The Transferor Company is wholly owned subsidiary of the Transferee Company.

Transfcrec Compatry

b. FyR Llmttcd, ls a public ltmited company incorporated under the Companles Act, f956 with its r€glstered omce at 7t1 Floor, L.tus Grandeur Bullding, Veera Desai Road, Oppostte Gundecha Symphony, Andheri [West), Mumbai - 4OOO53, Maharashtra, India ('Transfcrcc Compaly" or 'FyR-) [CIN: L74899MHf 995Prc3879711. PVR is engaged in the business of cinema exhtbition, movle dtstribution, related food & beverages and allled activities. The equlty shares of the Transferee Company are listed on the RSE Limited (BSE) and Natlonal Stock Exchange of India Limited (NSE).

B. Ratlotrale of the schcme:

(i) Shourt Properties Pri te Limtted is a pdvate limlted company incorporated under the provisions of the Companies Act. 1956. tt is a wholly owned subsldlary of Transferee Company by virtue of merger of erstwhile INOX I€isure Limited into and with Transferee Company.
(il) PvR Llmited is a public limited company incorporated under the provisions of the Companies Act. 1956. The shares of PVR are listed on the BSE and NSE. PVR is engaged in the buslness of owning, operating and managing multlplex cinema theatres in India.
(tii) With a view to malntaln a simple corporate structure and eliminate duplicate corporate procedures it is deslrable to merge and amalgamate all the undertakings of Shouri Properttes Hvate Limited (*Transferor Company") into PVR Limlted ('Transferee Company'). The merger by absorption of all undertaking of Tfansferor Company into the Transferee Company shall facilltate consolidation of all the undertakings in order to enable effective management and unilied control of operations. Further, the merger would create economles in admlnistrative and managerial costs by consolidating operations and would substantially reduce duplication of admtnlstrative responstbtliues and multlpllctty of records and legal and regulatory compllances.
(iv) The proposed amalgamatlon and vesting of Shouri lnto PVR, with effect from the Appointed Date, is in the interest of the shareholders, creditors, stakeholders and employees, of both the companies, as lt would enable a focused business approach for the maximlzatton of benelits to all stakeholders.
. eccordtngly, this Scheme of Arnalgamauon (merger by Absorptton) ('Scheme') is belng presented for amalgamauon of the Transferor Company with the Transfer€e Company and for varlous other matters consequentlal, supplemental and/ or otherwlse tntegrally connected therewith pursuant to Sections 23O to 232 and other relevant provlslons of the Company Act, 2013.

Perts of thc Schctnc:

The Scheme of Merger by Absorption is divided into following three parts:

(i) Part I Deals wlth the dellniUons and share capital:
(ii) Part II- Deals wlth merger of Shouri Properties Priyate Limited with PVR Limited: and
(fii) Part Itr Deals with the dissolutlon of the Tiansferor Company and General Clauses, Terms and Conditions applicable to the Scheme.

Paee 2 of 74

DEFINITIONS. INTERPRET, ATION AND SIIARE CAPITAL

l) Dcllnltlons ard Intcrprctatlon

In thls Scheme, unless repugnant to the meaning or context thereof. (i) terms dellned in the Introductory paragraphs and recitals shall have the same meanings throughout this Scheme and (ii) the following words and expressions. wherever used [including in the recitals and the introductory paragraphs above), shall have the following meanings:

l.l. 'Act' or 'thc Act' means the Companies Act, 2Ol3 of India and Rules made thereunder and include any statutory modifications, re-enactments and/or amendments thereof.
1.2. 'Appltc.blc Law(s)' means any statute, notification, bye laws, rules, regulatlons, guidelines, rule or common law, pollcy, code, directives, ordinance, schemes, notices, orders or instructions law enacted or issued or sanctoned by any Approprlate Authority including any modilication or re-enactment thereof for the tame being in force.
1.3. 'Appotntcd Datc' For the purpose of this Scheme and for Income Tax Act. 1961. the "Appointed Date" means I't day of Febmary 2022:
1.4. 'Ap,p,roprlrtc Authorlty' means any govemmental, statutory, regulatory, departmental or public body or authorit5r of India including Securities and Exchange Board of Indta, Stock Exchanges, Registrar of Companies, Regional Director, Olllcial Liquidators, concemed Income Tax department and the Natlonal Company Law Tribunal.
1.5.'Boardoflxrcctorr-or'Board"inrelationtotheTransferorCompanyandthe Transferee Company, as the case may be, means the board of directors of such company, and shall include a commlttee duly constituted and authorised or lndtviduals authortzed for the purposes of matters pertaining to the amalgamatton, thts Scheme and/or any other matter relating thereto:
^l-6. 'Efcctlve I)itG' means the last of the followlng dates, namely:
a. That on whlch the last of the consents. approvals. p€rmissions. resoluUons and orders as mentioned in Clause 22 shall be obtained or passed: or
b. That on whlch all necessary certllled copies of orders under the applicable secdon(s) of the Act shall be duly ltted with the concerned Registrar of Companlesi

JJ-f c

Page I of ²⁴

"Employees" means all the permanent employees, if any of the Transferor $1.7.$ Companies who are on the pay-roll of the Transferor Company as on the Effective Date;
"Governmental Authority" means (i) a national government, political $1.8.$ subdivision thereof; (ii) an instrumentality, board, commission, court, or agency, whether civilian or military, of any of the above, however constituted; and (iii) a government-owned/ government-controlled association, organization in the Republic of India;
'Scheme' or 'the Scheme' or 'this Scheme' means this Scheme of $1.9.$ Amalgamation in its present form as submitted to the Tribunal with any modification(s) made under Clause 25 of the Scheme as approved or directed by the Tribunal or such other competent authority, as may be applicable.
1.10. 'SEBI' means the Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992;
1.11. 'SEBI Circular' shall mean the circular issued by the SEBI, being SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, and any amendments thereof.
1.12. 'Stock Exchanges' means the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"):
1.13. 'Tribunal' means the National Company Law Tribunal, Mumbai Bench as constituted and authorized as per the applicable provisions of the Companies Act, 2013 for approving any scheme of arrangement, compromise or reconstruction of companies under Section 230 to 240 of the Companies Act, 2013, if applicable.
1.14. "Undertaking" means all the undertakings and entire business of the Transferor Company as a going concern, including, without limitation:
a. all the assets and properties (whether movable or immovable, tangible or intangible, real or personal, in possession or reversion, corporeal or incorporeal, present, future or contingent of whatsoever nature) of the Transferor Company, whether situated in India or abroad, including, without limitation, all land, buildings and structures, offices, residential and other premises, capital work-in-progress, machines and equipments, furniture, fixtures, office equipment, computers, appliances, accessories, power lines, stocks, current assets (including inventories, sundry debtors, bills of exchange, loans and advances), investments of all kinds (including shares, scrips, stocks, bonds,

Page 4 of 24

es6 E debenture stocks, units or pass through certilicates), cash and bank accounts (including bank balances), contingent rights or beneflts, benelits of any deposits, eamest monies, receivables. advances or deposlts paid by or deemed to have been paid by the Transfemr Company. financial assets, benefit of any bank guarantees' performance guarantees and letters of credit, Ieases fincluding lease rlghts), hire purchase contracts and assets, lending contracts. rights and beneflts under any agreement, benellt of any security arrangements or under any guarantees. relrersions, powers, tenancies ln relation to the ollice and/or restdentlal propertles, rtghts to use and avail of telephones, telexes. facsimile, email, lnternet, leased line connecfions and installations, utilities, electrtcity and other services, reserves, pmvislons, funds, benefits of assets or propertles or other interest held ln trust. registrations, contracts, engagements, arrangements of all

ldnd, prlvtleges and all other rights, easements, privileges, liberties and advantagles of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession and in the control ofor vested in or granted ln favour ofor enJoyed by the Transferor Company or in connectlon wlth or relattng to the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power. possession or the control of or vested in or granted in favour of or held for the beneflt of or enJoyed by the Transferor Company, whether in Indta or abroadl

b. all permlts, quotas, rights, entitlements, industrial and other llcenses (includlng Ctnema Exhibition and Multiplex business related Licensesl. blds, tenders, letters of intent, expressions of interest, approvals, consents, subsidies, prMleges. income tax benelits and exemptions in respect of the prolits ofthe undertaking for the residual period, i.e., for the pertod remaining as on the Appointed Date out of the total period for whlch the b€nefit or exemption is available in law it the amalgamation purluant to this Scheme does not take place, all other rlghts includtng sales tax deferrals and exemptions and other beneflts, receivables, and liabllities related ther€to, licenses. powers and facilitles of every kind, nature and description whatsoever provisions and benelits of all agreements, contracts and arrangements and all other interests ln connectlon with or relating to the Transferor Company:
whether in Rupees or foreign currency , whether provided for or not i c. all debts, borrowings, obllgations, dutles and liabilities, both present and future (including deferred tax liabilities, contingent liabilities and tJ:re Liabllities and obligations under any licenses or permits or schemes) of every kind, nature and description whatsoever and howsoever artsing, raised or incurred or utilized, whether secured or unsecured,

Page 5 of 24

the books ofaccounts or disclosed in the balance sheet ofthe Transferor Company: and

,155F

d. all trade and seMce names and marks, patents. copyrights, designs and other intellectual property rights of any nature whatsoever, books. records, Illes, papers. engineering and process informauon. soltware licenses (whether proprietary or otherwise), drawings, computer programs, manuals, data, catalogues, quotations, sales and advertising material, lists of present and former customers and suppllers, other customer informatlon, customer crbdlt information, customer pricing informatlon and all other records and documents, whether in physical or electronie form relatlng to business activities and op€rations of the Transferor Company.

All terms and words not defined in this Scheme shall. unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act and other appltcable laws. rules, regulatlons. bye-laws, as the case may be or any statutory modincation or re-enactment thereof for the time being in force.

References to clauses and recitals, unless otherwise provided, are to clauses and recitals of and to this Scheme.

The headings herein shall not affect the construction of this Scheme.

Unless the context otherwise requires:

l. the shgular shall include the plural and vice versa, and references to one gender lnclude all genders.
ll references to a person include any individual, firm, body corporate (whether incorporated), govemment, state or agency of a state or any Joint venture, association, partnership, works council or employee representatives body (whether or not havlng separate legal personallty).
reference to any law or to any provision thereof or to any rule or regulation promulgated thereunder lncludes a reference to such law, provision. rule or regulation as lt may, fmm time to Ume, be amended, supplemented or reenacted, or to any law, provision, rule or regulation that replaces it. lll

2) DATE OF TAIIING EF.FECT AND OPERATTVE DATE

The Scheme set out herein in its present form with or without any modification(s) approved or imposed or directed by tlle Tribunal or made as per the Scheme, shall be effective from the Appointed Date but shall be operative from tle Effective Date.

Page 6 of 24

Any references in the Scheme to 'upon the Scheme becoming effective' or 'effectiveness of the Scheme' shall mean the Effective Date.

3) SHARE CAPITAL

The share capital of Transferor Company as at February 22, 2023 is as under: $3.1.$

Particulars	Amount (Rupees)
Authorized Capital
16,00,000 equity shares of $\bar{\tau}$ 10 each	1,60,00,000
Total	1,60,00,000
Issued, subscribed and fully Paid up
14,10,000 equity shares of ₹ 10 each	1,41,00,000
Total	1,41,00,000

The equity shares of the Transferor Company are not listed on any Stock Exchange.

Subsequent to February 22, 2023 and up to the date of approval of this Scheme by the Board of Transferor Company, there has been no change in the stated capital of Transferor Company. As on the date of approval of this scheme by the board of transferor company, the entire share capital of the Transferor Company is held by the Transferee Company. The Transferor Company is 100% subsidiary of the Transferee Company.

There are no existing commitments, obligations or arrangements by the Transferor Company as on the date of sanction of this Scheme by the Board of Directors to issue any further shares or convertible securities.

The share capital of Transferee Company as at March 31, 2022 is as under: $3.2.$

Particulars	Amount in Rupees
Authorised Capital
12,37,00,000 equity shares of Rs 10 each	Rs. 1,23,70,00,000
5,90,000, 0.001% non-cumulative convertible preference shares of face value of Rs. 341.52 each	Rs. 20,14,96,800
Total	Rs. 1,43,84,96,800
Issued, Subscribed and Paid-up
6,09,96,587 equity shares of Rs. 10 each	Rs. 60,99,65,870
Total	Rs. 60,99,65,870

Page 7 of 24

The equity shares of the Transferee Company are listed on BSE and NSE. As on the date of approval of this Scheme by the Board of the Transferee Company. the Authorised Share Capital, issued, subscribed and paid-up share capltal of the Transferee Company ls as under:

Partlculars	Amount (a)
Authorlzcd Capltal
27 ,27,5O,ON equity shares of Rs lO each	272.75,OO,OOO
5.9O.OOO Non-Cumulatlve Convertible Preference	20. 14.96.800
Shares of Rs. 341.52 each
IO,OOO Prtference Shares of face value ofRs. lO/-ea	r,00,oo0
Total	292,9(),96,4OO
Igsued, Subscrlbcd and fully Patd - up
9,79,67,314 equlty shares of Rs. l0 each	97.96.73,140
Total	97,96,73,140

There are no extstlng commitments, obligations or arrangements by the Transferee Company as on the date of appmval of this Scheme by the Board of Dlrectors to lssue any further shares or convertible securities except issue of shares on exercise of stock options granted under any of its existing employee stock optlon schemes.

\$IIIi,, rr'

,i t

VBAI

PART II MERGER OF SHOI'RI UNTH PVR

Scctlon I - Ttalsfcr and vestltrEl

4) Upon the coming lnto effect of this Scheme and with effect from the Appointed Date, pursuant to the sanction of this Scheme by the Tribunal and pursuant to the provlsions of Sections 23O to 232 and other applicable provisions, if any, of the Act, the Undertaking of the Transferor Company shall be and stand vested in or be deemed to have been vested in the Transferee Company. as a going concem wlthout any further act, instrument, deed. matter or thing so as to become, as and from the Appointed Date. the undertaking of t}le Transferee Company by vlrtue of and in the manner provided in this Scheme.

5) Yesting of Asects

a. Wtthout prejudlce to the generality of Clause 4 above, upon the coming into effect of this Scheme and with effect from the Appointed Date, all the estate, assets, properties, rights, claims, title, interest and authorities including accretions and appurtenanccs comprised in the Undertaking o[ whatsoever nature and where so ever situate shall, under the provisions of Sections 23O to 232 of the Act and all other applicable provisions of Applicable taw. ifany, without any further act or deed, be and stand transferred to and vested in the Thansferee Company and/or be deemed to be transferred to and vested in the Ttansferee Company as a going concern so as to become, as and from the Appointed Date, the estate, assets, properties, rights, claims, title, interest and authorities of the Transferee Company.
b. Without prejudtce to the provisions of Clause 5(a) above. ln respect of such of the assets and properties of the Transferor Company as are movable in nature or lncorporeal property or are otherwise capable of vesting or transfer by dellvery or possession, or by endorsement and/or delivery, the same shall stand so transferred or vested by the Ttansferor Company upon the coming into effect of thls Scheme, and shall, become the assets and property of the Transferee Company with effect from the Appointed Date pursuant to the provlsions of Sections 23O Lo 232 of the Act, without requiring any deed or instmment of conveyance for transfer or vesting of the same.
c. ln resp€ct of such of the assets and properties belonging to the Transferor Company (other than those referred to ln Clause [b) above] including sundry debtors, rcceivables, bills, credtts, loans and advances, if any, whether recoverable ln cash or in kind or for value to be received. bank balances. investments, earnest money and deposits with any government, quasi government, local or other authority or body or with any company or other person, the same shall stand transferred to and vested in the Transferee Company and/or be deemed to have been transferred to and vested in the Transferee Company, without any further act, instrument or deed, cost or

Page 9 of 24

charge and without any notice or other intimation to any third party, upon the coming into effect of this Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act.

d. All assets, rights, title, interest, investments and properties of the Transferor Company as on the Appointed Date, whether or not included in the books of the Transferor Company, and all assets, rights, title, interest, investments and properties, which are acquired by the Transferor Company on or after the Appointed Date but prior to the Effective Date, shall be deemed to be and shall become the assets, rights, title, interest, investments and properties of the Transferee Company, and shall under the provisions of Sections 230 to 234 and all other applicable provisions, if any, of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company upon the coming into effect of this Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act.
e. All the profits or income taxes (including advance tax, tax deducted at source, Foreign Tax Credits and MAT credit) or any costs, charges, expenditure accruing to the Transferor Company or expenditure or losses arising or incurred or suffered by the Transferor Company shall for all purpose be treated and be deemed to be and accrue as the profits, taxes (namely Advance tax, Tax deducted at source & Foreign Tax Credits), tax losses, MAT Credit, income costs, charges, expenditure or losses of Transferee Company, as the case may be.
f. All the licenses, permits, registrations, quotas, entitlements, approvals, permissions, registrations, incentives, tax deferrals, exemptions and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Transferor Company and all rights and benefits that have accrued or which may accrue to the Transferor Company, whether on, before or after the Appointed Date, including income tax benefits and exemptions, shall, under the provisions of Sections 230 to 232 of the Act and all other applicable provisions, if any, without any further act, instrument or deed, cost or charge be and stand transferred to and vest in and/or be deemed to be transferred to and vested in and be available to the Transferee Company so as to become the licenses, permits, registrations, quotas, entitlements, approvals, permissions, registrations, incentives, tax deferrals, exemptions and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions.

Page 10 of 24

g. In so far as the various incentives, entertainment tax exemption and benefits, service tax benefits, subsidies, grants, special status and other benefits or privileges enjoyed, granted by any Appropriate Authority, or availed of by Shouri are concerned, the same shall, without any further act or deed, vest with and be available to PVR on the same terms and conditions on and from the Effective Date.

6) Contracts, Deeds etc.

a. Upon the coming into effect of this Scheme, and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, schemes, arrangements, insurance, letters of Intent, undertaking, policies and other instruments of whatsoever nature, to which the Transferor Company is a party or to the benefit of which Transferor Company may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect on or against or in favour of, as the case may be, the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company concerned, the Transferee Company had been a party or beneficiary or oblige thereto or thereunder.
b. Without prejudice to the other provisions of this Scheme and notwithstanding that vesting of the Undertaking occurs by virtue of this Scheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme, in accordance with the provisions hereof, if so required under any law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. The Transferee Company shall, after the Effective Date, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.
c. Without prejudice to the generality of the foregoing, upon the coming into effect of this Scheme and with effect from the Appointed Date, all consents, permissions, licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Company shall stand transferred to the Transferee Company as if the same were originally given by, issued to or executed in favour of the Transferee Company, and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company.

Page 11 of 24

Z Transfcr and Vcstlng of Llabllltles

a. Upon the c:oming into effect of this Scheme and with elTect from the Appointed Date all debts and ltabilitles ofthe Transferor company including all secured and unsecured debts (in whatsoever currency), liablliues (including contingent liabilities), duties and obligations of the Transferor Company of every kind, nature and description whatsoever whether present or future, and howsoever arising, along with any charge, encumbrance, lien or security thereon fherein referred to as the 'Ltabilities') shall, pursuant to the sanction of this Scheme by the Tribunal and under the provisions ofsections 230 to 232 of the Act and other appllcable provisions. if any, of the Act, without any further act, lnstrument, deed, matter or thing, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company, to the extent they are outstanding on the ElTective Date so as to become as and from the Appointed Date the Liabilities of the Transferee Company on ttre same terms and conditions as were applicable to the Transferor Company. and the Transferee Company shall meet. discharge and satlsry the same and further it shall not be necessary to obtain the consent of any third party or other person who ls a party to any contract or arrangement by vtrtue of which such Liabilities have arisen in order to give effect to the provisions of this Clause 7.
b. Where any such debts, liabtlities, duties and obligations of the Transferor Company as on the Appointed Date have been discharged by such Transferor Company on or alter ttre Appointed Date and prior to the Effective Date. such discharge shall be deemed to be for and on account ofthe Transferee Company upon the coming into effect of this Scheme.
c. All loans raised and utilised and all liabillttes. duties and obligations incurred or undertaken by the Transferor Company on or after the Appointed Date and prior to the Effecttve Date shall be deemed to have been raised, used. incurred or undertaken for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date. shall. upon the coming into effect of thls Scheme and under the provisions of Sections 23O to 232 of the Act, without any further act, instrument or deed be stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company and shall become the loans and liabilities, duties and obligations of the Transferee Company which shall meet. discharge and satisff the same.
d. Loans, advances and other obligatlons (tncluding any guarantees, letters of cr€dtt, letters of comfort or any other instrument or arrangement which rnay give rise to a contlngent liability in whatever form), if any, due or which may at any time from the Appotnted Date to the Effectlve Date become due between the Transfemr Company and the Transferee Company shall, ipso facto, stand discharged and come to an end and there shall be no liability in that behalf on

JsJ

P^Ee 12 ol 24

any party and tlle appropriate effect shall be given in the books of accounts and records of the Transferee Company.

8) Encumbranccs

a. The transfer and vesting of the assets comprised in the Undertaklng to the Ttsansferee Company under Clause 5 and Clause 6 of this Scheme shall be subject to the Encumbranc€s, if any, affecting the same as hereinafter provtded.
b. All Encumbrances. if any. exlsting prior to the Effective Date over the assets of the Transferor Company shall, after the ElIective Date, without any further act, lnstmment or deed, contlnue to relate and attach to such assets or any part thereof to whlch they are related or attached prior to the Effective Date, provided that if any of the assets of the Transfercr Company have not been Encumbered, such assets shall remain unencumbered and the existlng Encumbrance referred to above shall not be extended to and shall not operate over such assets. Further. such Encumbrances shall not relate or attach to any ofthe other assets of the Transferee Company. The absence ofany formal amendment which may be required by a lender or trustee or third party shall not alfect the operatton of the above.
c. The existlng Encumbrances over the other assets and properties of the Transferee Company or any part thereof which relate to the Liabilities of the Transferee Company prior to the Effective Date shall continue to relate to such assets and properttes and shall not extend or attach to any of the assets and properties of the Transferor Company transferred to and vested in the Transferee Company by virtue of this Scheme.
d. Any reference in any security documents or arrangements (to which the Transfemr Company is a party) to the Transferor Company and their respective assets and properties, shall be construed as a reference to the Transferee Company and the assets and properties ofthe Transferor Company transferred to the Transferee Company by virtue of this Scheme. Without prejudice to the foregohg provlsions, the Transferee Company may execute any instruments or documents or do all the acts and deeds as may be considered appropriate, including the flling of necessar;r partlculars andlor modlflcation(s) of charge. with the Registrar of Companies to give formal effect to the above provisions, if required.
Upon the comlng into effect of this Scheme, the Transferee Company shall be Itable to perform all obligations in respect of the Liabilities, which have been transferred to it in terms of this Scheme. e

Pagc 1.1 of 24

ffi si)

AiI trt.

f. It is expressly provided that, save as herein provided, no other term or condiuon of the Liabilities transferred to the Transferee Company is amended by virtue of this Scheme except to the extent that such amendment is required statutorily.
g. The provisions of thls Clause 8 shall operate notwithstandlng anything to the contrary contained in any instmment, deed or writing or the terms of sanction or issue or any security document: all of which instmments, deeds or writings or the terms of sanction or issue or any security document shall stand modified and/or superseded by the foregoing provisions.

9) Employees of Transferor Compa[y

a. Upon the coming into effect of this Scheme, all Employees of the Transferor Company, lf any shall, become the employees of the Transferee Company, on same terms and conditions and shall not be less favorable than those on which they are engaged by the Transferor Company and without any interruption of or break in seMce as a result of the amalgamation of the Transferor Company wtth the Transferee Company. For the purpose of payment of any compensation, gratuity and other terminal benefits, the past services of such Employees wtth the Transferor Company and such beneflts to which the Employees are entttled in the Transferor Company shall also be taken into account, and paid (as and when payablel by the Transferee Company.
b. It is clarified that save as expressly provided for ln this Scheme, the Employees who become the employees of the Transferee Company by virtue of this Scheme, shall not be entitled to the employment pollcies and shall not be entttled to avail of any schemes and beneflts (includtng employee stock options) that may be applicable and available to any of the other employees of the Transfere Company (including the beneflts ofor under any employee stock option schemes appltcable to or covering all or any of the other employees of the Transferee Company), unless otherwise determined by the Transferee Company. The Transferee Company undertakes to continue to abide by any agreement,/setuement, if any. entered into or deemed to have been entered lnto by the Transferor Company with any employee of the Transferor Company.
c Insofar as the provident fund, gratulty fund, superannuatlon fund. retirement fund and any other funds or benellts created by the Transferor Company for its Employees or to which the Transferor Company is contributing for the b€nelit of lts Employees (collectively referred to as the'Funds") are concemed, the Funds or such part thereof as relates to the Employees (including the aggregate of all the contributlons made to such Funds for the benefit of the Employees, accretions thereto and the investments made by the Funds in relation to the Employees) shall be transferred to the Transferee Company and shall be held for the benelit of the concerned Employees. In the event the

Page l4 of 24

.fq.'

AIY I,,,

Transferee Company has its own funds ln respect of any of the employee benefits referred to above, the Funds shall. subJect to the necessar5r approvals and permissions and at the discreUon of the Transferee Company. be merged with the relevant funds of the Transferee Company. In the event that the Transferee Company do€s not have its own funds in respect ofany of the above or lf deemed approprlate by the Transferee Company, the Transferee Company may, subJect to necessary approvals and permissions, maintain the existing funds separately and contribute thereto until such time that the Transferee Company creates its own funds, at which time the Funds and the investments and contributions pertaining to the Employees shall be merged with the funds cr€ated by the Transferee Company.

d. In relation to thos€ Employees for whom the Transferor company is maklng contributions to the government provident fund or other employee benefit fund, the Transferee Company shall stand substituted for the Transferor Company, for all purposes whatsoever, including relaung to the obligauon to make contrlbutions to the said fund in acc.ordance with the pmvisions of such fund. bye laws, etc. in respect of such Employees, such that all the rights, duties. powers and obligatlons of the Transferor Company as the case may be in relation to such schemes/ Funds shall become those of the Transferee Company.

fO) Irgel, Taxatlon ard other Proceedlngs

a. Upon the coming into ellect of this Scheme, all suits, actions, and other proceedings including legal arld taxation pmceedings, (including before any statutory or quasi-Judicial authority or tribunal) by or against the Transferor Company pending on the Effective Date shall be continued and/ or enforced by or agalnst the Transferee Company as effectually and in the same manner and to the same extent as if the same had been instituted by or against the Transferee Company.
b. lf any suit, appeal or other pmceeding of whatever nature by or against the Transferor Company is pendtng, the same shall not abate or be disconttnued or ln any way be preJudlcially affected by reason of or by an5rthing contained in this Scheme, but the said suit, appeal or otier legal proceedings may be contlnued, prosecuted and enforced by or against Transferee Company, as the case may be, ln the same manner and to the same extent as it would or might have been contlnued, prosecuted and enforced by or against the Transferor Company as if thts Scheme had not been made.
In case of any litigation, suits, recovery proceedings which are to be initiated or may be initiated against the Transferor Company, Transferee Company shall c

Page 15 of 2.1

be made party thereto and any pqment and expenses made thereto shall be the llabillty of Transferee Company.

d. Wthout preJudice to the provisions of Clauses 4) to lO), with effect from the Appointed Date. all tnter-party transactions between the Transferor Company and the Tfansferee Company shall be considered as intra-party transactions for all purposes from the Appointed Date.

Scctlon 2 - Conduct of Buslness

I l) From the date on whlch the Boards of Directors of the Transferor Company and the Transferee Company approve this Scheme until the Ellective Date:
a. the Transferor Company shall carry on and be deemed to have carried on all business and acttvlUes and shall hold and stand possessed of and shall be deemed to hold and stand possessed of all its estates, assets, rights, tltle, lnterest. authorltles, contracts and investments for and on account of, and in tmst for, the Tlansferee Company;
b. The Transferor Company shall carry on their business and activities with due buslness prudence and diligence and shall not, without prior written consent of the Transferee Company or pursuant to any preexisting obligation. sell transfer or otherwlse alienate, charge. mortgage, encumber or otherwise deal with any part of its assets nor incur or accept or acknowledge any debt, obltgatlon or liability except as is necessary in the ordinary course ofbusiness.
c. all prollts and lniome accruing or aiising to t}le Transferor Company, and losses and expenditure arising or incurred by them (including taxes, i[ any, accruing or pald in relation to any prolits or income) for the period commencing from the Appointed Date shall, for all purposes, be treated as and be deemed to be the proflts. income, losses or expenditure (including taxes), as the case may be, of the Transferee Company;
d. any ofthe rights, powers. authorities or privileges exercised by the Transferor Company shall be deemed to have been exercised by the Transferor Company for and on behalf of. and in tmst for arrd as an agent of the Transferee Company. Similarly, any of the obligations, duties and commitments that have been undertaken or discharged by the Transferor Company shall be deemed to have been undertaken for and on behalf of and as an agent for the Transferee Company: and
all taxes [tncludhg, without limitation. income tax, sales tax, seryice tax, VAT. Central Goods and SeMce Tax law (CGSI], State Goods and Service Tax law (SGSII and Integrated Goods and Service Tax law (IGSI) etc.) paid or payable by the Transferor Company in respect ofthe operations and/or the profits of e the Transferor Company before the Appoi nted Date, shall be on account of the

Page l6 of 24

Ttansferor Company and, insofar as it relates to the tax payment (including, without limitation, income tax, sales tax, service tax, VAT, CGST, SGST. IGST etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Company in respect of the profits or activlties or operation of the Transferor company with effect from t}le Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company, and, shall, in all praceedings. be dealt with accordingly.

f. Pending sanctlon of the Scheme, the Transferor Company shall not, except by way of issue of shares / convertlble debentures to tlle Transferee Company, lncrease thelr capltal (by fresh issue of shares, convertible debentur€s or otherwise).

Scctlon 3 ComDanv - Conslderatlon and Canccllatlon of shere caoltal of Transferor

l2l As Shourl is a wholly-owned subsidiary of PVR, the entre issued, subscribed and paid-up share capital ofShouri is held by PVR. Upon amalgamation, PvR would not be requir€d to lssue and allot any shares to the shareholders of Shouri.
fg) Upon the Scheme becoming effective, no shares of the Transferee Company shall be allotted in lieu or exchange of the holding of the wholly owned subsidiary of the Transferee Company in the Transferor Company and the stated capttal/issued and paid-up capital of the Transferor Company shall stand cancelled on the Effective Date.

Sectlon 4 - Incrca3e ln Authorlsed Share Capltal of Transfcree Company

f4l As a part of thts Scheme, and, upon the coming into effect of this Scheme, the authorised share capital of the Tlansferee Company shall automatically stand lncreased, wlthout any further act, instrument or deed on the part of the Transferee Company lncluding payment of stamp duty and fees payable to Registrar of Companles, by the aggregate authorised share capital of the Transferor Company.
f5l Clause V of the Memorandum of Association and Article 3 of the Artlcles of Associatlon of PVR (relating to the authorized share capital) shall, without any further act, lnstnrment or deed, be and stand altered, modilied and amended pursuant to Sections 13, 14 and 6l of the Companies Act, 2Ol3 and other applicable provisions of the Companles AcL 2Ol3 as the case may be and be replaced by the followlng clause:

'Authorlsed Share Capital of t}le Company is Rs 294,50,96,8OO (Rupees TWo Nlnety Four Cmre Fifty l"akhs Nlnety Six Thousand and Eight Hundred Only) divided into 27,43,5O,OOO (Fifteen Crore Six l,acs Fifty Thousand ) Equ it

=u*4. IB

35\ q

Page l'l of 24

// /

ANIt,trr,

Shares of Rs lO (Rupees Ten only) each and 5,9O.OOO Preference Shares of face value of Rs. 341.52l- (Rupees Three Hundred and Forty One and Fifty T\r,o Palsa only) each and IO,OOO Preference Shares offace value ofRs. lOl- (Rupees Ten on\l) with power to increase and reduce the capital of the Company or to divtde the shares in t}le capital for the time being into several classes and to attach thereto respecuvely any preferential, deferred, quallfled or special rights, prtvileges or condition as may be determined by or in accordance with the Articles of the Company and to vary, modiry or abrogate any such rights, prtvtleges or condltions in such manner as may be for the time being provided by the Artlcles ofthe Company and the legislative provisions for the time being in force."

fO) It is clarifled that for the purposes ofClause l4 and l5 above, the stamp duties and fees (including registration fee) patd on the authorised share capital ofthe Transferor Company shall be utilized and applied to the increased authorised share capital of the Transferee Company and there would be no requirement for any further payment of stamp duty and/or fee (including registration fee) by the Transferee Company for increase in the authorlsed share capital to that extent. The Transferee Company shall file requisite forms with the concemed Registrar of Companies. It is clarified that upon approval of the Scheme PVR shall not be required to seek separate consent/ approval of its shareholders for the alteratton of the Memorandum and Articles of Association o[ PVR as required under Section 13 and other applicable provisions of the Act.

ln lXvldenda

a. Shouri and PVR shall be entltled to declare and pay divldends, whether lntertm or flnal. to their resp€ctlve shareholders in respect of the accounung perlod prior to the Effective Date but on\$ conslstent with the past practice, or In the ordlnary course. The dividend, if any, shall be declared by Shouri only with the prior written consent of the Board of Directors of PVR.
b. On and from the EffecHve Date, the profits of Shouri, for the period beginning from the Appointed Date, shall belong to and be the profits of PvR and will be avallable to PVR for being dlsposed of in any manner as it thinks llt.
c. lt ls clarilied that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of Shouri and/or PVR to demand or claim any divtdends which, subject to the provislons of the said Act, shall be entirely at the dlscretlon of the Eloard of Directors of PVR, subject to such approval of the shareholders, as may be requircd.

PARTIII

DISSIOLUIION OF TRAIISFEROR COMPANT. GENERAL

CI.AUSES. TENMS AIYD CONDITIONS APPIICABI,E TO THE SCHEME

18) AccouatlDg and Tar Treatmcnt

Page 18 of 24

.ls.t .t

a. Alrpltcab tty of provlslons of Income Tax Act

The provisions of this Scheme as they relate to the amalgamation of Transferor Company with Transferee Company has been drawn up to comply with the conditions relating to 'amalgamation' as defined under Section 2(lB) of the (Indian) Income-tax Act, 196l (hereinafter referred to as Income Tax Act). If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section of the Income-tax Act, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the Irrcome-tax Act, shall prevail and the Scheme shall stand modiffed to the extent determined necessary to comply urith Section 2( I B) of the Incometax Act. Such modification will, however, not affect the other parts of the Scheme.
n, Upon the Scheme becoming effective, the Transferee Company is expressly permitted to revise its linancial statements and returns along with prescribed forms, Iilings and annexures under the Income Tax Act (including for minimum alternate tax purposes and tax benefits), service tax law, CGST, SGST, IGST and other tax laws and to claim refunds and/or credits for taxes paid (including minimum alternate tax). and to claim tax benefits under the Income Tax Act and other tax 'laws (including STPI or SEZ benefits) etc. and for matters incidental thereto, if required to give effect to the provisions of this Scheme.

b. Accoultlng Trcatmcnt

Notwithstanding anything to the contrary herein, upon this Scheme becoming effective, the Transferee Company shall give effect to tie accounting treatment in the books of accounts in accordance with the accounting standards specified under Section 133 of the Act read with the Companies (lndian Accounting Standards) Rules, 2015, or any other relevant or related requirement under the Act, as applicable on the Appointed Date.

The Transferor Company and Transferee Company both being entities under common control, the accounting would be done at book values for the all the assets and liabilities acquired by the Transferee Company of the Transferor Company by appllnng the principles as set out in Appendix C of IND AS 1O3 'Business Combinations which would rrter-ata include the followings:

(i) In the books of accounts of PVR, the accounting treatment on merger will be done as per pooling of interest method as Shouri is a wholly owned subsidiarJr of PVR.
The assets and liabilities of Shouri shall be reflected at their carrying amounts in the books of PVR. ( ii)

II L{ ;t Page l9 of ²⁴ rt\t

(iii) Ttre share capital of Shouri held by PVR shall be cancelled against the investment by PVR into equity shares of Shouri.
(iv) The balance of the retained earnings appearing in the financial statements of the Shouri shall be aggregated wtth the corresponding balance appearlng tn the financial statements of PVR. Altematively, it may be transferred to General Reserve, ifany.
(v) The tdentity of the reserves shall be preserved and shall appear in the financial statements of PVR in the same form in which they app€ared in the llnanclal statements of Shouri.

c. Tar

t. Upon the Scheme coming into effect, all taxes (direct andlor indirect)/ cess/ duties payable by or on behalf of the Transferor Company from the Appointed Date onwards lncludlng all or any refunds and claims, including refunds or clatrns pendlng wtth any Governmental Authority and including the right to claim credtt for mlnlmum alternate tax and carry forward of accumulated losses, and unutlllT€d CEIWAT credit, VAT credit, input tax credit for CGST SGST and IGST etc shall, for all purposes, be treated as the taxl cess/ duty, liabilities or refunds, claims, accumulated losses and unutilized CETMT credits, VAT credlt, CGST, SGST and IGST credlts and rights to claim credit or refund etc of the Transferee Company. Accordingly, upon the Scheme becomlng elTective, the Transferee Company shall be permitted to revise, if it becomes necessary, lts lncome tax retums, wealth tax retums, sales tax returns, excise and CEN/AT returns, service tax returns. other statutory returns, CGST retums, SGST returns, IGST returns and to claim refunds,/ credits, pursuant to the provlsions of this Scheme.
li. The Transfer€e Company shall also be permitted to claim refunds / credits in respect of any transaction between the Transferor Company and the Transferee Company. Without prejudice to the generality of Clause 18) c) i) above, upon the Scheme becoming effective, the Transferee Company shall be permttted to revtse, if it becomes necessary, its income tax returns and related withholdlng tax certlficates, tncluding withholding tax certilicates relating to transacuons between the Transferor Company and the Transferee Company, and to clalm refunds. advance tax and withholding tax credits, benefit ofcredit for minlmum altemate tax and carry fonrrard of accumulated losses etc., pursuant to the provisions of thls Scheme.
llt. The withholding taxl advance tax,/ minimum altemate tax, if any, paid by the Transferor Company under the Income Tax Act. 1961 or any other statute in respect of income of the Transferor Company assessable for the period commencing from the Appointed Date shall be deemed to be the tax deducted from/advance tax paid by the Transferee Company and credit for such withholding tax/ad nce tax,/minimum altemate tax shall be allowed to the Ttansferee Company notudthstanding that certtficates or challans for

Page 20 of 24

withholdlng tax/advance tax are in the name of the Transferor Company and not in the name of the Transferee Company.

lv The service tax, vAT under the pre - GST regime and in the GST regime, CGST, SGST and IGST paid by the Transferor Company under the Finance Act, 1994 and/ or Central Goods and S€n lce Tax Act, Integrated Goods and Service Tax Act and Unton Territory Goods and Service Tax Act in resPect of services provided by the Transferor Company for the period commencing from the Appointed Date shall be deemed to be the seMce tax. CGST, SGST, IGST paid by the Transferee Company and credit for such service tax CGST, SGST, IGST shatl be allowed to the Transferee Company notwithstanding that challans for service tax payments, CGST payment, SGST payment, IGST pq.ment are in the name of the Transferor Company and not in the name of the Transferee Company.

19) Rcsolutlotrg

a. Upon the coming into effect of this Scheme, the resolutions, if any, of the Transferor Company, which are valtd and subsisting on the ErTective Date, shall contlnue to be valid and subsisting and be consldered as resolutions o[ the Ttansferee Company and if any such resolutions have any monetary limits approved under the provlsions of the Act, or any other applicable statutory provisions. then the said limits shall be added to the limtts, if any. under like resolutions passed by the Transferee Company and shall constitute the aggr€gate of the said llmits in the Transferee Company.

Upon the coming lnto effect of this Scheme, the borrowing limits of the Transferee Company in terms of Section l8l of the Act shall be deemed, without any further act or deed, to have been enhanced by tlre aggregate limits of the Transferor Company which are being transferred to the Transferee Company pursuant to the Scheme. such limits being incremental to the existing limits of t}le Transferee Company, with effect from the Appointed Date.

20) Savtngs of concludcd transactlons

The transfer and vestlng of undertaking under Clause 4 above and the continuance of proceedings by or against the Transferee Company untler clause lO above shall not affect any transaction or proceedings already concluded by the Transferor Company on or after the Appointed Date till the ElTective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and thtngs done and executed by the Transferor Company in respect thereto, as ifdone and executed on its behali a,

?^pe 2l oJ ²⁴ d:

$21)$ Dissolution of the Transferor Company

a. Upon the coming into effect of this Scheme, the Transferor Company shall stand dissolved without winding-up without any further act or deed
b. Even after the Scheme becoming effective, the Transferee Company shall be entitled to operate all bank accounts relating to Transferor Company and realize all monies and complete and enforce all pending contracts and transactions in the name of Transferor Company insofar as may be necessary until the transfer and vesting of rights and obligations of the Transferor Company to the Transferee Company under this scheme is formally effected by the parties concerned.

$22)$ Conditions Precedent

a. The effectiveness of the Scheme is conditional upon and subject to:
The requisite sanction or approval of the Appropriate Authorities from India $\mathbf{i}$ . being obtained and/or granted in relation to any of the matters in respect of which such sanction or approval is required.
this Scheme being approved by the respective requisite majorities of the ii. various classes of shareholders of the Transferor Company and the Transferee Company if required under the Act and the requisite orders of the Tribunal being obtained;
The certified copy of the order of the Tribunal under Sections 230 to 232 iii. and other applicable provisions of the Act sanctioning the Scheme being filed with the Registrar of Companies, Maharashtra at Mumbai by the Transferor Company and by Transferee Company;
such other approvals and sanctions as may be required by Applicable Law iv. in respect of this Scheme being obtained.

23) Effect of Non Receipt of Approvals/Sanctions

In the event of any of the said sanctions and approvals referred to in the preceding Clause not being obtained and/ or the Scheme not being sanctioned by the Appropriate Authority and / or the Order not being passed as aforesaid within such period or periods as may be agreed upon between the Transferor Company and the Transferee Company by their Board of Directors (and which the Board of Directors of the Transferor Company and Transferee Company are hereby empowered and authorized to agree to and extend the Scheme from time to time without any limitation) failing which this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/ or liabilities which might have 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 arise in law.

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24) Appllcatlors

Transferor Company and the Transferee Company, if required shall, wlth all reasonable dispatch, make applications/ petltions to the Tribunal under Section 23O to 232 and other applicable provisions. of the Act, for sanctioning of this Scheme.

The Transferor Company shall take all necessary steps for sanctioning of this Scheme and for lts dissoluuon without winding up. and apply for and obtain such other approvals, tf any, required under the law.

25) Modlllcatlons or amendmcnB to the Schcme

a) SubJect to approval of NCLT. the Transferor company and the Transferee Company. through their respective Board of Directors. may assent from tlme to tlme on behalf of all the persons concerned to any modifications or amendments or addifions to tltis Scheme or withdrawal subject to approval of the Trlbunal or to any @nditlons or limitations which the Tribunal and/or any other competent authorlues, if any, under the law may deem IIt and approve of or lmpose and which the Transferor Company and the Transferee Company may in their dlscretion deem IIt and may resolve all doubts or difficulttes that may arise for carrying out tiis Scheme and do and execute all acts, deeds, matters and thlngs necessary for bringtng this Scherne into effect. The aforesaid powers of the Transferor Company and the Transferee Company may be exercised by their respectlve Eloards of Directors, a Committee of the concerned Board or any Director, authorizrd in that behalf by the concemed Board of Directors (herelna-fter referred to as the'delegate).
b) For the purpose of gtving effect to this Scheme or to any modifications or amendments thereof or addittons thereto, the delegate of the Transferor Company or the Transferee Company may give and is hereby authorized to determlne and give all such directions as are necessary includlng directlons for settling or removing any questlon ofdoubt or dilllculty that may arise and such determlnatlon or directions, as the case may be, shall be binding on all parties in the same manner as lf the same were specifically incorporated in this Scheme.

26) Co!t!, Charg6 and Erpcnscs

All costs, charges, taxes, includtng stamp duties. levles and all other expenses. if any (save as expressly otherMse agred) of the Transferor company and the Transferee Company arising out of or lncurred in carrying out and implemenHng this Scheme and matters incidental thereto shall be bome and pald by the Transferee Company.

the Scheme not being sanctioned by the NCLT, and/or the order or orders 2n In the event ofany ofthe said sanctions and approvals not being obtained and/or passed as aforesaid on or before the 31^st December, 2023 or within such further period or periods as may be agreed upon between Shouri and PVR through their respective Board of Directors, the Scheme shall become null and void and each party shall bear and pay its respective costs, charges and expenses for and/or in connection with the Scheme.

$28)$ Shouri and/or PVR acting through their respective Board of Directors shall each be at liberty to withdraw from this Scheme in case any condition or alteration imposed by any authority/person is unacceptable to any of them.

***

Certified True Copy - $10/10/2$ Date of Application. $24$ Number of Pages $120 +$ Fee Paid Rs. for collecti Applicant celled Copy prepare Copy Issued National Company Law Tribunal, Mumbai Bench

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