November 21, 2019

The General Manager Department of Corporate Services, BSE Limited, 1st Floor, New Trading Ring, Rotunda Building, Phiroze Towers, Dalal Street, Mumbai - 400 001 Security Code - 539978

The Manager Department of Corporate Services, National Stock Exchange of India Limited Exchange Plaza, Sandra- Kundra Complex, Jeejeebhoy Sandra (East), Mumbai - 400 001

NSE Symbol - QUESS

Dear Sir/ Madam,

Sub: Update on the Composite Scheme of Arrangement and Amalgamation amongst TC Forex Services Limited and Travel Corporation (India) Limited and TC Travel Services Limited and SOTC Travel Management Private Limited and Thomas Cook (India) Limited and Quess Corp Limited and their respective shareholders.

We are pleased to inform that the Hon'ble National Company Law Tribunal, Bengaluru Bench, has, at the-hearing held on 7th November, 2019, completed the hearing on the Composite Scheme of Arrangement and Amalgamation amongst TC Forex Services Limited and Travel Corporation (India) Limited and TC Travel Services Limited and SOTC Travel Management Private Limited and Thomas Cook (India) Limited and Quess Corp Limited and their respective shareholders. We have received the certified copy of the order today, i.e., on 21 st November, 2019.

Further, we would like to inform that Thomas Cook (India) Limited has already intimated to the Stock Exchanges vide its letter dated 6th November, 2019, regarding approval of the Scheme by the Hon'ble NCL T, Mumbai bench, vide an order dated 10th October, 2019.

Copy of the order is attached for your reference. We will file the order with the jurisdictional Registrar of Companies within the timeline prescribed under applicable law.

You are requested to take the above information on record and oblige.

Thanking you,

Yours faithfully For Quess Corp Limited

~~ Kundan K Lal

Company Secretary & Complian

Quess Corp Limited

Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I [email protected] I CIN No.L74140KA2007PLC043909

FREE OF COST COPY

IN THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH

CP (CAA) No.44/BB/2019

Under Sections 230 to 232 of Companies Act, 2013 R/w Sections 52, 55 and 66 and Other relevant provisions of Companies Act, 2013 R/w Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION AMONGST

THOMAS COOK (INDIA) LIMITED

AND

TRAVEL CORPORATION (INDIA) LIMITED

AND

TC TRAVEL SERVICES LIMITED

AND

TC FOREX SERVICES LIMITED

AND

SOTC TRAVEL MANAGEMENT PRIVATE LIMITED

AND

QUESS CORP LIMITED (Petitioner Company/Resulting Company No.2)

AND

THEIR RESPECTIVE SHAREHOLDERS

Date of Order: 07th November, 2019

Hon'ble Shri Rajeswara Rao Vittanala, Member (Judicial) Coram:
Hon'ble Shri Ashutosh Chandra, Member (Technical)

M/s. Quess Corp Limited Regd. Off: 3/3/2. Bellandur Gate. Sarjapur Main Road. Bengaluru-560103.

Pelitioner Company/Resulting Company No.2

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CP (CAA) No.44/BB/2019

Parties/Counsels Present:

For the Petitioner (s)

Mr. Saji P. John, Advocate, M/s. SPJ Legal

For the Registrar of Companies :

Smt. Prema Hatti. Advocate along with Shri K. Nagaraj, Advocate

Heard on: 13.09.2019, 18.10.2019 and 07.11.2019.

ORDER

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Per: Shri Ashutosh Chandra, Member (Technical)

1. This Company Petition was jointly filed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013 read with Sections 52, 55 and 66 and other relevant provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 by, inter alia, seeking that the Composite Scheme of Arrangement and Amalgamation be sanctioned by this Hon'ble Tribunal so as to be binding on the Petitioner Company and their respective shareholders and creditors, etc.
1. Brief facts of the case, as mentioned in the Company Petition, are as follows:
(a) The Company Petition has been filed individually by the Petitioner stating that the Petitioner Company/Resulting Company No.2 was incorporated on 19th September, 2007 under the name and style of 'IRIS Capital Solutions Private Limited' with the Registrar of Companies, Karnataka at Bengaluru. The name of the Company was changed to 'IKYA Human Capital Solutions Private Limited' on 15th October, 2007. Subsequently, on 02nd July, 2013 the Petitioner Company was converted into a Public Limited Company and its name was changed to 'IKYA Human Capital Solutions Limited'. On 02nd January, 2015 the name of the Petitioner Company was changed to 'Quess Corp Limited' and bears CIN: U74140KA2007PLC043909. The Registered Address of the Petitioner Company is 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru-560103.

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CP (CAA) No.44/BB/2019

NCLT, BENGALURU BENCH

(b) The main objects of the Petitioner Company/Resulting Company No.2, inter alia, are to 'carry on the business of human resource consultants, human resource recruitment and executive search service providers, contingency and temporary staff providers, human resource process outsources, pay roll management service providers, compliance management consulting services, finance, etc. The detailed objects of the Petitioner/Resulting Company No.2 are given in the Memorandum of Association of the Company.
(c) The latest authorised share capital of the Petitioner Company/Resulting Company No.2 as on 31^st March, 2019 is as follows:

Authorised Capital	Amount In INR
20,00,00,000 Equity Shares of Rs.10/- each	2,00,00,00,000/-
Issued, Subscribed and Paid-up Capital**	Amount in INR
14,61,03,928 Equity Shares of Rs.10/- each, fully paid	1,46,10,39,280/
up

Certain employee stock options granted to employees of Quess may get exercised before Effective Date. The details of the unexercised employee stock options (net of cancellation) of the employees of Quess as on March 31, 2019 are set out below:

Unexercised stock options	Amount in INR
8,36,126 options entitling equivalent Equity Shares of	83,61,260/-
Rs. 10/- each
Total	83,61,260/-

(d) The Board of Directors of the Petitioner Company/Resulting Company No.2 at their meeting heid on 23^rd April, 2018 and subsequently on 19^th December, 2018 for approval of the Scheme under Sections 230 to 232 of the Companies Act, 2013, have approved and adopted the Composite Scheme of Arrangement and Amalgamation. The Petitioner Company/Resulting

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Company No.2 had, inter alia, resolved the following (Page No.1176 of the Petition):

"CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF QUESS CORP LIMITED HELD ON APRIL 23, 2018.

TO APPROVE DRAFT COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION UNDER THE COMPANIES ACT, 2013. INTERALIA, FOR DEMERGER OF THE ENTIRE HUMAN RESOURCE SERVICES BUSINESS OF THOMAS COOK (INDIA) LIMITED INTO QUESS CORP LIMITED ON A GOING CONCERN BASIS AND OTHER TRANSACTIONAL DOCUMENTS.

RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with Section 52, 55, 66 and other applicable provisions, if any, of the Companies Act, 2013 and shall include any statutory modifications, reenactment or amendments thereof and subject to the requisite approval of the shareholders of Thomas Cook (India) Limited and subject to the requisite approvals and consents of the Stock Exchanges, Securities and Exchange Board of India ('SEBIJ, Reserve Bank of India and/or any other regulatory body; as the case may be, and the sanction of the National Company Law Tribunal ('NCLTJ or such other competent authority, as may be applicable, and pursuant to the recommendation of the Audit Committee, consent be and is hereby accorded to the Composite Scheme of Arrangement ('the Scheme') between Thomas"Cook (India) Limited (TCIL), Quess Corp Limited (QCL), Travel Corporation (India) Limited (TC/), TC Forex Services Limited (TCF), TC Travel and Services Limited (TCTSL) and SOTC Travel Management Private Limited (SOTC TRAVEL) and their respective shareholders as tabled at the meeting which provides for, inter alia:

Part D - Demerger of the Human Resource Services Business relating to staffing / human resource services for conducting tours and other

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businesses, talent development and training, resource management, facilities management services, selection services, food services and engineering services which includes shares held in Quess (Demerged Undertaking 2) of Thomas Cook (India) Limited into Quess Corp Limited."

And the same has been brought before this Tribunal for approval under Sections 230 to 232 and other relevant provisions of Companies Act, 2013.

(e) Furthermore, it is stated that Thomas Cook (India) Limited was incorporated on 21^st October, 1978 under the Companies Act, 1956 with ROC, Maharashtra and it bears CIN: L63040MH1978PLC020717. The registered address of Thomas Cook (India) Limited is Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai-400001.
(f) The main objects of Thomas Cook (India) Limited, inter alia, are to 'carry on the trades or business of general travel passenger, tourist and transport agents and contractors, organisers of travel by land, water or air, railroad, steam or other ship, hovercrafts, aeroplanes, automobiles, etc. The detailed objects of the Thomas Cook (India) Limited are given in the Memorandum of Association of the Company.
(g) Travel Corporation (India) Limited was incorporated on 19^th July, 1961 under Companies Act, 1956 with Registrar of Companies, Maharashtra and it bears CIN: U63040MH1961PLC012067. The registered address of the Travel Corporation (India) Limited is situated at 324, Dr. D. N. Road, Fort, Mumbai-400001.
(h) The main objects of the Travel Corporation (India) Limited, inter alia, is to "carry on the business of handling inward foreign tourist activity in India including independent and conducted tours, safaris, expeditions. conferences, meetings and other group movements and also to handle similar foreign tourist activity in other parts of the world through its own

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offices and agents and correspondents", etc. The details of the objects of the Company are given in its Memorandum of Association.

(i) TC Travel Services Limited was incorporated on 15th October, 2008 under Companies Act, 1956 with Registrar of Companies, Maharashtra and it bears CIN: U63040MH2008PLC187559. The registered address of the TC Travel Services Limited is at 324, Dr. D. N. Road, Fort, Mumbai- 400001.
(i) The main objects of the TC Travel Services Limited inter alia are to "carry on the business of handling travel and tourist activity, including organizing independent and conducted tours, safaris, expeditions, conferences, meetings and other group movements in India as well as other parts of the world through its own offices, agents and correspondents", etc. The details of the objects of the Company are given in its Memorandum of Association.
(k) TC Forex Services Limited was incorporated on 07th November, 2006 under Companies Act, 1956 with Registrar of Companies, Maharashtra and it bears CIN U65921MH2006PLC238745. The registered address of the TC Forex Services Limited is at 324, Dr. D. N. Road, Fort, Mumbai- 400001.
(I) The main objects of the TC Forex Services Limited inter alla are to "carry on the business of an investment company and to buy, sell, underwrite, invest in, acquire, hold, shares, stock, debentures, debenture stock, bonds, obligations and securities of any kinds issued or guaranteed by any company constituted or carrying on business in India or elsewhere", etc. The details of the objects of the Company are given in its Memorandum of Association.
(m) SOTC Travel Management Private Limited was incorporated on 20^th April. 2001 under Companies Act, 1956 with Registrar of Companies, Maharashtra and it bears CIN U63040MH2001PTC131693. The registered address of the SOTC Travel Management Private Limited is at 7th Floor, Tower-A, Urmi Estate 95, Ganpatrao Kadam Marg, Lower Parel (W), Mumbai-400013.
(n) The main objects of the SOTC Travel Management Private Limited inter alia are to "carry on the business as Travel Agents and Tour operators and booking and reserving accommodation, seats berths for passenger, persons

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for carriage by air, sea, lands, waterways and work as agents for airliners, shipping, tour operators, railways, travel agencies, and cruises", etc. The details of the objects of the Company are given in its Memorandum of Association.

(o) It is stated that the Petitioner Company is not required to issue notice of Combination to Competition Commission of India as they do not come up to the thresholds prescribed under the Competition Act, 2002 (as enhanced by the Central Government vide its Notification No.S.O.675(E) dated March 4. 2016.
(p) It is further stated that M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of the Petitioner Company have issued a Certificate dated December 19, 2018 vide Ref: QC/18-19/12 certifying that the proposed accounting treatment provided in Clause 33.3, 44.3 and 44.3 of the Draft Scheme in respect of demerger in so far as applicable to the Company, is in compliance with the relevant provisions of Companies Act, 2013 and the rules made thereunder with reference to the applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles, as applicable.
(q) It is also stated that the Petitioner Company undertakes to pay any outstanding tax demands, if any (including those tax demands that are outstanding on the Petitioner Company) once the matter reaches finality.
(r) It is stated that the Petitioner Company is a listed Company and in terms of Listing Agreement, a copy of the Scheme was filed with BSE Ltd, and NSE Ltd, where the equity shares of the Petitioner Company are listed. These Stock Exchanges have given their Observation Letter/ No-objection to the Scheme.
1. It is stated that the Petitioner Company had filed CA (CAA) No.38/BB/2019 before this Tribunal seeking for convening meetings of Shareholders, Secured and Unsecured Creditors of the Petitioner Company. This Tribunal vide its order

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CP (CAA) No.44/BB/2019

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dated 28th June, 2019 ordered for convening the meetings of the Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Company. The said Meetings were conducted and the Reports of the Chairpersons and Scrutinisers were duly submitted.

1. This Tribunal vide its order dated 13.09.2019 directed the Petitioner Companies to issue Notice to Registrar of Companies, Regional Director, Principal Chief Commissioner of Income Tax, BSE Limited, NSE Limited, SEBI, Competition Commission of India and also to have an advertisement of Notice of Petition be carried out in 'The Hindu', an English daily Newspaper and 'Kannada Prabha'. a Kannada daily Newspaper and to file proof of the same.
1. Pursuant to the above directions, the Authorised Representative of the Petitioner Company has filed a Compliance Affidavit dated 18.10.2019 for having issued notice to all regulatory authorities and has also filed proof of service for the same. He has also fumished copies of the paper publication for having taken Advertisement in 'The Hindu', an English daily Newspaper and 'Kannada Prabha', a Kannada daily Newspaper on 21.09.2019.
1. The Petitioner Company had filed I.A. No. 534 of 2019 under Rules 155 and 11 of the National Company Law Tribunal Rules, 2016 seeking an amendment of "1886" in Para 37 of the Company Petition and para 32.1 of the Scheme to be modified to "1889". The said Application was allowed by this Tribunal on 18.10.2019.
1. The Competition Commission of India vide its Letter bearing No.N-20(7)/NF-241/2019/CD/11074 dated 27.09.2019 has stated that the Scheme has not been filed with the Competition Commission of India under the provisions of the Act and that the NCLT may seek an undertaking from the Companies involved that CCI approval is not required for the said Scheme.
1. The Petitioner Company vide Affidavit dated 19.11.2019 has stated that it is not required to issue notice of Combination to Competition Commission of India as

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CP (CAA) No.44/BB/2019

Thomas Cook (India) Limited (Transferor Company) and the Petitioner Company are under the same group of Fairfax Company and as per Regulation 4 of The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 read with Schedule I of the Regulation. The proposed demerger of HR business of Transferor Company (Demerged Undertaking-2) is not creating any combination under Competition Act, 2002 and amendment thereto as Fairbridge Capital Mauritius Limited, Promoter of the Transferor Company would become Promoter of the Petitioner Company under the same group, upon implementation of the Scheme. However, Notice of Petition along with the Petition and the Annexures are sent to CCI.

1. The Registrar of Companies, Karnataka vide Letter bearing No.ROCB/Legal/ C.P(CAA) NO.44/BB/2019 dated 14.10.2019 has submitted a report making the following observations: $\frac{1}{2}$
(1) This is a Composite Scheme of Amalgamation presented for
- i. Demerger of M/s Travel Corporation (India) Ltd (TCI) into M/s SOTC Travel Management Pvt. Ltd. (SOTC) and
- ii. Amalgamation of residual M/s Travel Corporation (India) Ltd (TCI), M/s TC Travel Services Ltd, M/s TC Forex Services Ltd with M/s. Thomas Cook (India) Ltd. (TCIL)
- iii. Demerger of M/s Thomas Cook (India) Ltd. (TCIL) with M/s Quess Corp Ltd, the Resulting Company.
(2) M/s Travel Corporation (India) Ltd (TCI), M/s SOTC Travel Management Pvt. Ltd. (SOTC), M/s TC Travel Services Ltd (TCTSL) and M/s TC Forex Services Ltd are wholly owned subsidiaries of M/s Thomas Cook (India) Ltd. (TCIL).
(3) The Demerged Company M/s Thomas Cook (India) Ltd. (TCIL) is a listed company and its equity shares and debentures are listed on BSE and NSE Ltd. The Resulting Company, M/s. Quess Corp Ltd is a listed

company and its equity shares and debentures are listed on BSE and NSE Ltd.

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(4) The company is advised by the BSE for providing NOC for merger:
i. To provide additional information, if any, along with various documents to the Exchange for further dissemination on Exchange website.
ii. To ensure that additional information, along with various documents are disseminated on their website.
iii. To duly comply with various provisions of the circulars. The resulting Company needs to state the compliance.
(5) The company has obtained NOC from National Stock Exchange in terms of Regulation 94 of SEBI (LODR) Regulations, 2015.
(6) The Transferor Company No.1 has submitted a copy of news release by Chairman and Managing Director dated 21.09.2019 submitted to NSE stating that the Transferor Company No.1 has no correlation with Thomas Cook UK which is under insolvency process. It was further reported that Fairfax Financial Holdings acquired 77% of Thomas Cook India Ltd. in the year 2012.
(7) As per MCA records, the Resulting Company has fifteen open charges.
(8) The Resulting Company had Related Party Transactions during the year 2017-18 and 2018-19. Necessary compliance under Section 188 of the Companies Act, 2013 may be called for to the satisfaction of the Hon'ble Tribunal, before the approval of the Scheme.
(9) The Resulting Company has foreign shareholders. The compliance, if any under FEMA/RBI to be complied with and also approval of CCI, if any as both the Demerged and the Resulting companies are listed companies.
(10) It is seen that the Resulting Company has not complied fully with the provisions of Section 134 r/w 135 of Companies Act, 2013. No Constitution of CSR committee and the Annexure in the prescribed

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CP (CAA) No.44/BB/2019

format relating to CSR spending has been attached to the Directors' report for the year 2018-19.

(11) It is also seen from the Board Report that the Company has not disclosed about constitution of Audit Committee, NRC as per the requirement of Section 177 and 178 of the Companies Act, 2013.
(12) There are no prosecutions, complaints, technical scrutiny/inspections pending in this office against the petitioner companies. The petition may be decided on merits.
1. Subsequently, the Regional Director vide Affidavit dated 16,10.2019, has made the following observations:
(1) This is a Composite Scheme of Amalgamation presented for
- i. Demerger of M/s Travel Corporation (India) Ltd (TCI) into M/s SOTC Travel Management Pvt. Ltd. (SOTC) and
- ii. Amalgamation of residual M/s Travel Corporation (India) Ltd (TCI), M/s TC Travel Services Ltd, M/s TC Forex Services Ltd with M/s Thomas Cook (India) Ltd. (TCIL)
- ili. Demerger of Human Resources Services business of M/s Thomas Cook (India) Ltd. into the Resulting Company i.e. M/s Quess Corp Ltd. Only Resulting Company is under the jurisdiction of this Hon'ble Tribunal.
(2) M/s Travel Corporation (India) Ltd (TCI), M/s SOTC Travel Management Pvt. Ltd. (SOTC), M/s TC Travel Services Ltd (TCTSL) and M/s TC Forex Services Ltd are wholly owned subsidiaries of M/s Thomas Cook (India) Ltd. (TCIL).
(3) The Demerged Company M/s Thomas Cook (India) Ltd. (TCIL) is a listed company and its equity shares and debentures are listed on BSE Ltd. and NSE Ltd. The Resulting Company, M/s Quess Corp Ltd is a listed company and its equity shares and debentures are listed on BSE Ltd. and NSE Ltd.

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(4) The company has obtained NOC from National Stock Exchange in terms of Regulation 94 of SEBI (LODR) Regulations, 2015.

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(5) The Resulting Company had approached BSE for NOC in terms of SEBI (LODR) Regulations, 2015 which is pending for want of certain compliance which may be complied with.
(6) The Transferor Company No.1 has submitted a copy of news release by Chairman and Managing Director dated 21.09.2019 submitted to the NSE stating that the Transferor Company No.1 has no correlation with Thomas Cook^*UK which is under insolvency process. It was further reported that Fairfax Financial Holdings acquired 77% of Thomas Cook India Ltd. in the year 2012.
(7) The Resulting Company has foreign shareholders. Hence, the provisions of FEMA/RBI shall be complied with where applicable.
1. It is seen that the Authorized Signatory of the Petitioner Company has filed an affidavit dated 17.10.2019 in fumishing response to the observations of Registrar of Companies and Regional Director, inter alia, stating as follows:
(i) Regarding observation No.3a) by RD and Point No.1 of ROC: The demerger of Demerged Undertaking 1 (defined in Clause 1.8 of the Scheme) of Travel Corporation (India) Ltd. ("TCI") into SOTC Travel Management Private Limited ("SOTC TRAVEL") on a going concern basis. Subject to the demerger of the Demerged Undertaking 1, amalgamation of residual TCI, TC Travel Services Limited ("TCTSL") and TC Forex Services Limited ("TCF") into Thomas Cook (India) Limited ("TCIL" or "Transferor Company") and consequent dissolution of TCI, TCTSL and TCF without winding up; subject to demerger of the Demerged Undertaking 1 with SOTC TRAVEL and amalgamation of residual TCI, TCTSL and TCF with TCIL, demerger of Demerged Undertaking 2 (Clause 1.9 of the Scheme) of TCIL into Quess Corp Limited ("Quess" or "the Resulting Company") on a going concern basis.

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NCLT, BENGALURU BENCH

Quess Corp Limited is only acquiring the Demerged Undertaking 2 which is only small part of the business of the Transferor Company i.e., HR business of as per Part D of the Scheme. Hon'ble NCLT at Mumbai vide order dated 10.10.2019 allowed the Scheme Petition No. 3339/MB/2019 filed by M/s³Travel Corporation (India) Ltd. (TCI), M/s SOTC Travel Management Private Limited, M/s TC Travel Services Limited (TCTSL), M/s TC Forex Services Limited, and M/s Thomas Cook (India) Limited (TCIL) and approved the Scheme and the certified copy of the same is awaited.

(ii) Regarding observation No.3e) by RD and Point No.4 of ROC: The BSE vide its letter dated 21^st May, 2019 Reference No.: DCS/AMAL/SV/ R37/1480/2019-20 has issued NOC and the Company has complied with all the conditions mentioned in the letter from BSE.
(iii) Regarding observation No.3d) by RD and Point No.5 of ROC: The NSE vide its letter dated 22^nd May, 2019 Reference No.: NSE/LIST/16868 has issued the NOC letter and the Company has complied with all the conditions mentioned in the letter by NSE.
(iv) Regarding observation No.3f) by RD and Point No.6 of ROC: Thomas Cook India is an entirely separate entity from Thomas Cook PLC In the UK since Canada based Fairfax Financial Holdings acquired 77% stake of Thomas Cook India in 2012. Post transfer of Thomas Cook PLC's entire stake In Thomas Cook (India) Limited to Fairfax, Thomas Cook UK ceased to be the Promoter of Thomas Cook (India) Limited from August 2012 and since then, Thomas Cook UK has had no stake in Thomas Cook (India) Limited since 2012.
(v) Regarding observation at Point No.7 of ROC: Quess has fifteen open charges and the meeting of Secured creditors of the Company approved the Scheme unanimously.
(vi) Regarding observation at Point No.8 of ROC: The Related Party Transactions have been clarified with Regional Director along with Reply

Page 13 of 18

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to RD's questionnaire. Quess has complied with Section 188 of the Companies Act, 2013 and all transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. A statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz., www.quesscorp.com. Based on the clarification submitted to the RD, the RD has removed the observation of the ROC on the issue.

(vii) Regarding observation No.3g) by RD and Point No.9 of ROC: the total foreign investment permitted under the automatic route is 100% and therefore it does not require any specific approval under FEMA from RBI. The Transferee Company is complying with the Sectoral guidelines issued under FEMA. The Resulting Company undertakes to comply with the FEMA from RBI guidelines. Quess and TCIL are same group Company and the proposed demerger of HR business of TCIL is not creating any combination under Competition Act, 2002 and the amendment thereto. Presently, TCIL is holding 48.57% in Quess as on September 30, 2019. In view of this Quess is not required to obtain CCI approval for demerger of HR business of TCIL.
(viii) Regarding observation at Point No.10 of ROC: the Company has fully complied with the provisions prescribed under Section 134 r/w 135. The Company has constituted the CSR Committee and the Report of the CSR Committee is attached in the Annual Report for FY19. Based on the clarification submitted to the RD, the RD has removed observation of the ROC.
(ix) Regarding observation at Point No.11 of ROC: the Company has fully complied with the provisions prescribed under Section 177 and 178. The

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Company has constituted the Audit and NRC Committees and their charter is mentioned in the Annual Report of the Company. Based on the clarification submitted to the RD, the RD has removed observation of the ROC.

1. The Counsel for the Petitioner Company has filed a Memo dated 23.10.2019 producing the copy of the Final Order passed by Hon'ble NCLT Mumbai Bench dated 10.10.2019 wherein the Bench allowed the Scheme Petition No. 3339/MB/2019 filed by M/s Travel Corporation (India) Ltd. (TCI), M/s SOTC Travel Management Private Limited, M/s TC Travel Services Limited (TCTSL), M/s TC Forex Services Limited, and M/s Thomas Cook (India) Limited (TCIL) and approved the Composite Scheme of Arrangement and Amalgamation.
1. It has been stated by the ROC that on a consideration of the materials on record the Scheme appears to be fair, reasonable and is not detrimental against the Members or Creditors or contrary to public policy and the same can be approved.
1. We have considered the facts of the case as mentioned in the Petition, the reports of the Regional Director, MCA, in which the para wise replies of the Petitioner have been duly examined, and the relevant provisions contained in the Companies Act 2013 and other related Acts and Rules have been commented upon before indicating his approval. In his report the Regional Director, MCA has submitted that the Scheme appears to be fair, reasonable and not detrimental against the Members or Creditors or contrary to public policy and the same can be approved. On a consideration of the above, we are satisfied that the procedure specified in sub-sections (1) and (2) of section 232 of the Companies Act, 2013 has been complied with, and that the Scheme of Amalgamation, as unanimously approved by all Secured Creditors, can be sanctioned, as prayed, and in this view of the matter:

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THIS TRIBUNAL DO FURTHER ORDER -

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(1) While approving the Scheme, we make clear that this order should not be construed as an order in any way granting exemption from payment of Stamp Duty, taxes or any other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specially required under any law; and
(2) The Demerged Undertaking 2 of Thomas Cook (India) Limited be transferred without further act or deed to the Petitioner/Resulting Company No.2 and accordingly, the same shall, pursuant to section 232 of the Companies Act, 2013, be transferred to and vest in the Petitioner/Resulting Company No.2 for all the state and interest of the Thomas Cook (India) Limited therein but subject, nevertheless, to all the charges now affecting the same; and
(3) All the liabilities including taxes and charges, if any, and duties of the Thomas Cook (India) Limited relating to the Demerged Undertaking 2 be transferred without further act or deed to the Petitioner/Resulting Company No.2 and accordingly the same shall, pursuant to section 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Petitioner/Resulting Company No.2; and
(4) The tax implications, if any, arising out of the Scheme are subject to final decision of Concerned Tax Authonities and the decision of the Concerned Tax Authonities shall be binding on the Petitioner/Resulting Company No.2; and
(5) All the proceedings now pending by or against the Thomas Cook (India) Limited relating to the Demerged Undertaking 2 be continued by or against the Petitioner/Resulting Company No.2, if any; and
(6) The Petitioner Company shall within thirty days of the date of the receipt of this order cause a certified copy of this order along with a copy of Composite

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Scheme of Arrangement and Amalgamation to be delivered to the Registrar of Companies for registration in accordance with applicable rules and regulations; and

(7) The Registrar of Companies before registration, as stated, to ensure that stamp duty as fixed by Inspector General of Registration and Commissioner of Stamps is furnished. Registration of the Scheme must be effected on ensuring the compliance of the above by Registrar of Companies;
(8) The acceptance of the Scheme is subject to compliance of the following directions:
a. Petitioner Company has to compound offences, as per Section 188 of the Companies Act, 2013, as may be applicable.
b. Petitioner Company has to compound offences, as per Section 177 and 178 of the Companies Act, 2013, as may be applicable.
c. Petitioner Company has to compound offences, as per Section 134 and 135 of the Companies Act, 2013, as may be applicable.
d. Petitioner Company has to comply with the NOC from BSE in terms of the SEBI (LODR) Regulations, 2015 and any stipulations therein. as and when it is received.
e. Petitioner Company has to comply with all the Regulations of RBI. FEMA, and SEBI, as may be applicable.
(9) The Petitioner Company will ensure compliance of its Affidavit dated 17.10.2019; and will submit Quarterly/Annual Status of compliances through an Affidavit by Managing Director/Director of the Company along with CA/ICWA/CS Certificate till the compliance is ensured.
(10) This Order is subject to the Order of Hon'ble NCLT, Mumbai Bench, dated 10.10.2019, on this Scheme and shall be read in consonance with it.
(11) The Appointed Date shall be 01^st April, 2019; and

Page 17 of 18

CP (CAA) No.44/BB/2019

(12) Thomas Cook (India) Limited or its Authorized Signatories are directed that after the completion of the process of amalgamation to handover the possession of the Books of Accounts and other relevant documents of the Thomas Cook (India) Limited to the Petitioner/Resulting Company No.2 for the purpose of section 239 of the Companies Act, 2013.
(13) This Order is limited to the Composite Scheme of Arrangement and Amalgamation, and it will not come in the way of Registrar of Companies or any other authority to take appropriate action(s) in accordance with law, for any other violations/offences, if any, committed by the Company or any of its personnel prior or during the approval of the Scheme.
(14) If any of the Companies party to this Scheme contravene any of the provisions of section 232, they shall be liable to be punished with fine as contemplated in section 232(8).
(15) Any person shall be at the liberty to apply to the Tribunal in the above matter for any directions that may be necessary.

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Page 18 of 18

C. P. (CAA) No.3339 of 2019 In C. A. (CAA) No.2287 of 2019

In the matter of the Companies Act, 2013; and In the matter of Sections 230 to 232 read with Sections 52, 55 and 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013; and In the matter of Composite Scheme of Arrangement and Amalgamation amongst TC Forex Services Limited and Travel Corporation (India) Limited and TC Travel Services Limited and SOTC Travel Management Private Limited and Thomas Cook (India) Limited and Quess Corp Limited and their respective shareholders ("the scheme")

TC FOREX SERVICES LIMITED

...the First Petitioner Company

. TRAVEL CORPORATION (INDIA) LIMITED

...the Second Petitioner Company

TC TRAVEL SERVICES LIMITED ...the Third Petitioner Company

SOTC TRAVEL MANAGEMENT PRIVATE LIMITED

...the Fourth Petitioner Company

THOMAS COOK (INDIA) LIMITED ...the Fifth Petitioner Company

Order delivered on 10th October 2019

CORAM:

Hon'ble Shri Bhaskara Pantula Mohan, Member (Judicial) Hon'ble Shri Shyam Babu Gautam, Member (Technical)

For the Petitioner(s): Mr. Hemant Sethi, i/b Hemant Sethi & Co. Advocates

Per Shri Bhaskara Pantula Mohan, Member (Judicial)

ORDER

The sanction of this Tribunal is sought under Sections 230 to 232 $\mathbf{1}$ of the Companies Act, 2013, to the Composite Scheme of Arrangement and Amalgamation amongst TC Forex Services Limited and Travel Corporation (India) Limited and TC Travel Services Limited and SOTC Travel Management Private Limited and Thomas Cook (India) Limited and Quess Corp Limited and their respective shareholders ("the scheme").
The said Composite Scheme was approved by the board in their 2. meeting on 23rd April 2018 and 19th December 2018. Further, Quess Corp Limited (Quess) has issued its equity shares to Amozon.com NV Investment Holdings LLC, a foreign portfolio investor on a preferential issue basis on 26^th September 2019. Quess has sought the approval from its shareholders for the said preferential issue on 8th August 2019. The CCI, BSE and NSE have also consented to the said preferential issue. As per clause 32.2 of the Scheme in case the capital structure of the Fifth Petitioner Company and/or Quess is altered prior to the Scheme being approved, then the share entitlement ratio for Part D of the Scheme shall be appropriately adjusted. The Board of Directors of the Petitioner Companies and Quess shall be required to adjust the share entitlement ratio appropriately. Accordingly, the Board of Directors of Petitioner Companies and Quess vide their resolution dated 3rd October 2019 and the powers delegated to them pursuant to Clause 32.2 which has been duly approved by the shareholders of Petitioner Companies and Quess, have adjusted the share entitlement ratio based on Valuation report dated 3rd October 2019 issued by TPG & Co. Chartered Accountant and Fairness Opinion dated 3rd October 2019 issued by RBSA Capital Advisors LLP, Category I Merchant Bankers. The copy of said Board Resolution, Valuation report, Fairness Opinion and updated Scheme is filed with this tribunal vide separate Additional Affidavit on 9th October 2019. The Board of Directors of the Petitioner Companies have approached the Tribunal for sanction of the updated Composite Scheme of Arrangement and Amalgamation as filed along with the abovementioned Additional MA COMPANY 山东 Affidavit.
The First Petitioner Company is engaged in offering a complete 3. range of travel related foreign exchange products. The wide range of products provided by TCF includes currency notes, travel cards and traveller's cheques etc. TCF is registered with the RBI as a Full Fledged Money Changer and deals in buying, selling and conversion of all types pf foreign currencies. The Second Petitioner Company engaged in the business of handling inward foreign tourist activity in India including independent and conducted tours, safaris, expeditions, conferences, meetings and other group movements and also to handle similar foreign tourist activity in other parts of the world through its own offices and agents and correspondents. The Third Petitioner Company engaged in the business of travel and ticketing business and offers a wide range services including airline ticketing, booking hotel of∵ accommodation, visa and passport facilitation, travel insurance etc. The Fourth Petitioner Company is engaged in the business travel agents and tour operators and booking and reserving accommodation, seats berths for passenger, persons, for carriage by air, sea, lands, waterways and work as agents for airliners, shipping, tour operators, railways, travel agencies, and cruises within India or outside India. The Fifth Petitioner Company engaged in the following broad segments either directly and/ or indirectly through its subsidiaries, joint ventures and associates:
a. Financial services which includes wholesale and retail purchase and sale of foreign currencies and paid documents including prepaid, forex cards, wire transfers, etc.;
b. Travel and related services which includes tour operations, travel management, visa services, travel insurance, destination management services, MICE and other related services;
c. Vacation ownership and resorts business which includes time share holiday's business, resort management, resort construction, etc.; and
d. Human resource services which includes staffing services for conducting tours and other businesses, talent development and training, resource management businessing

facilities management services, selection services, food services and engineering services

$\overline{4}$ The Rational for Scheme -
1. TCIL is engaged in the following broad segments either directly and/ or indirectly through its subsidiaries, joint ventures and associates - financial services, travel and related services, vacation ownership and resorts business and human resource services.
1. TCI is a wholly owned subsidiary of TCIL and is engaged in the business of handling inward foreign tourist activity in India including independent and conducted tours, safaris, expeditions, conferences, meetings and other group movements and also to handle similar foreign tourist activity in other parts of the world through its own offices and agents and correspondents.
1. TCF is a wholly owned subsidiary of TCIL and is engaged in the business of providing complete range of travel related foreign exchange products. The wide range of products provided by TCF includes currency notes, travel cards and traveller's cheques etc. TCF is registered with the RBI as fullfledged money changer and deals in buying, selling and conversion of all types of foreign currencies.
1. TCTSL is a wholly owned subsidiary of TCIL and is engaged in the travel and ticketing business. TCTSL offers a wide range of services including airline ticketing, booking hotel accommodation, visa and passport facilitation, travel insurance etc.
1. SOTC TRAVEL is a wholly owned subsidiary of TCIL and is engaged in the business of travel agents and tour operators and allied services.
1. Quess is India's leading integrated business services provider and is engaged in providing services in the fields of: (i) industrial asset management, (ii) integrated facility management, (iii) human resource services, (iv) global technology solutions, and (v) internet business. Quess excels in helping large and emerging companies manage their non after core activities by leveraging its integrated service aftern

across industries and geographies which provides significant operational efficiencies to its client.

1. TCIL is streamlining its business and proposes to demerge its Human Resource Services Business and consolidate its travel related businesses carried on by its wholly owned subsidiaries viz. Transferor Companies. As part of this arrangement, the Inbound Business of TCI will be demerged into SOTC TRAVEL and thereafter, the residual business of TCI will be merged along with the other wholly owned subsidiaries viz. TCTSL and TCF with TCIL. This arrangement is in consonance with the global corporate practices which intend and seek to achieve flexibility and integration of size, scale and financial strength, in the business carried on by TCIL. Further, TCIL will demerge Demerged Undertaking 2 which is the Human Resource Services Business into Quess. Upon segregation of identified business undertakings and amalgamation, TCIL, SOTC TRAVEL and Quess shall achieve higher long-term financial returns, increased competitive strength, cost reduction and efficiencies, productivity gains, and logistical advantages, thereby significantly contributing to future growth in their respective business verticals. Apart from the various benefits/advantages stated and illustrated above, the management of TCIL, SOTC TRAVEL, Quess and Transferor Companies are of the opinion that the following benefits shall also be enjoyed and realized by all the stakeholders:
(i) Streamlining businesses: Currently, TCIL along with its subsidiaries, joint ventures and associate companies is engaged in various businesses such as financial services, travel and related services, vacation ownership and resorts business and human resource services. SOTC TRAVEL is engaged in business of tours & travels, travel agents, tour operators etc. Further, Transferor Companies are engaged in business of forex, tours etc. Quess is India's leading integrated business services provider and is engaged in providing services in the field of: (i) industrial asset management, (ii) integrated facility management, (iii) human resource services, (iv) shibal^7g

C.P. (C.A.A.) No.3339/230-232/2019

technology solutions, and (v) internet business. In order to streamline the business both from operating and management perspective, it is proposed to consolidate alike businesses into a single identified entity and segregate other businesses into another identified entity creating a niche dedicated and focused business segment without any risk or overlap of one business over the other. Accordingly, the Inbound Business of TCI will be demerged into SOTC TRAVEL and residual TCI, TCF and TCTSL will amalgamate into TCIL. The 'Human Resource Service Business' carried on by TCIL through itself and through Quess has significant potential for growth and profitability. The nature of risk, challenges, competition, opportunities for the 'Human Resource Service Business' is distinct and separate from the travel related business carried on by TCIL. The 'Human Resource Service Business' is capable of attracting a different set of investors, strategic partners and stakeholders. The proposed Scheme would create enhanced value for the stakeholders.

(ii) Resources: The Scheme will improve organizational capability arising from the pooling of human capital that have diverse skills, talent, and vast experience, and facilitate mobility of human resources of Transferor Companies and the employees in the subsidiaries belonging to the Transferor Companies and vice versa, greater integration and greater employees' strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value and will improve the competitive position of all the companies.
(iii) Streamlining the holding in various operating companies of the group: The Scheme will result in administrative and operational rationalization, organizational efficiencies, and in economies of scale, reduction in overheads and other expenses and optimum utilization of resources, which will go a long way in strengthening the business model that would be competitive and cogent.

(iv) Focused management: Pursuant to the Scheme, similar businesses will vest together thereby providing focused management and propel the growth of each business.
(v) Efficiency in fund raising and de-risking businesses: With consolidation of like businesses, the companies can leverage on the combined strength of the businesses and raise funds efficiently as well as de-risk other businesses that are segregated.
(vi) Reduction in number of companies and regulatory compliance thereof: TCI, TCF and TCTSL are wholly owned subsidiaries of TCIL. This will lead to a reduction of shareholding layers, overheads and facilitate administrative convenience.
1. The proposed corporate restructuring mechanism by way of a composite scheme of arrangement and amalgamation under the provisions of the Act is beneficial, advantageous and not prejudicial to the interests of the shareholders, creditors and other stakeholders of all the companies involved.
The authorised share capital of the First Petitioner Company as $\overline{5}$ on 31^st March 2019 is ₹ 200,000,000/- comprising of 20,000,000 equity shares of ₹ 10/- each and the Issued, Paid-up and Subscribed share capital is $\bar{\tau}$ 118,451,330/- comprising of 11,845,133 equity shares of ₹10/- each.
The authorised share capital of the Second Petitioner Company as 6. on 31^st March 2019 is ₹ 194,300,000/- comprising of 19,430,000 equity shares of $\overline{\epsilon}$ 10/- each and $\overline{\epsilon}$ 3,000,000,000 comprising of 300,000,000 Preference Shares of ₹ 10/- each and the Issued, Paid-up and Subscribed share capital is $\bar{x}$ 16,499,310/comprising of 1,649,931 Equity Shares of $10$ each and $$ -2,637,092,640 comprising of 263,709,264 Preference Shares of ₹ $10/-$ each.
The authorised share capital of the Third Petitioner Company as 7. on 31^st March 2019 is ₹ 250,000,000/- comprising of 25,000,000 equity shares of ₹ 10/- each and the Issued, Paid-up and the

Subscribed share capital is $\bar{\tau}$ 250,000,000/- comprising of 25,000,000 Equity Shares of ₹10 each.

1. The authorised share capital of the Fourth Petitioner Company as on 31^st March 2019 is $\overline{\epsilon}$ 100,000/- comprising of 10,000 equity shares of ₹ 10/- each and the Issued, Paid-up and Subscribed share capital is $\overline{\tau}$ 100,000/- comprising of 10,000 Equity Shares of Rs. 10 each.
The authorised share capital of the Fifth Petitioner Company as 9. on 31^st March 2019 is ₹ 1,335,000,000/- comprising of 1,335,000,000 equity shares of ₹ 1/- each and ₹ 2,500,000,000 comprising of 250,000,000 Preference Shares of ₹ 10/- each and the Issued, Paid-up and Subscribed share capital is ₹ 370,728,308/- comprising of 370,728,308 Equity Shares of Rs. $1/-$ each.
1. Upon the coming into effect of this Scheme, and in consideration of the transfer and vesting of the Demerged Undertaking 1(more clearly defined in the Scheme) of TCI in SOTC TRAVEL, SOTC TRAVEL shall, immediately following such transfer and vesting of the Demerged Undertaking 1 of TCI into SOTC TRAVEL as described in Clause 5 of the Scheme without any further application, act, instrument or deed, issue and allot NCOCPS to all the equity and preference shareholders of TCI, whose names appear in the register of members on the Record Date 1(more clearly defined in the Scheme), in the following manner:
75 NCOCPS of SOTC TRAVEL of INR 10/- each fully paid $(i)$ up for 100 equity shares held in TCI of INR 10/- each fully paid up; and
75 NCOCPS of SOTC TRAVEL of INR 10/- each fully paid $(ii)$ up for 100 preference shares held in TCI of INR 10/- each fully paid up.

As all the Transferor Companies are wholly-owned subsidiaries of TCIL, no consideration shall be payable pursuant to the amalgamation of Transferor Companies into TCIL, and the equity shares and preference shares held by TCIL on its own and together with its nominees in the respective Transferor Competition and TRIBUN applicable, shall stand cancelled without any further act, application or deed.

Upon the coming into effect of this Scheme, and in consideration of the transfer and vesting of the Demerged Undertaking 2 (more clearly defined in the Scheme) of TCIL in Quess, Quess shall, immediately following the transfer and vesting of the Demerged Undertaking 2 of TCIL into Quess described in Clause 31 of the Scheme, without any further application, act, instrument or deed, issue and allot equity shares to all the equity shareholders of TCIL, whose names appear in the register of members as on the Record Date 2 (more clearly defined in the Scheme), fully paid up equity shares of Quess in the following manner ("Share Entitlement Ratio"):

"1889 equity shares of Quess of INR 10/- each fully paid up for every 10,000 equity shares held in TCIL of INR 1/- each fully paid $\cdot$ up."

1. The Regional Director has filed his report dated 10th October, 2019 stating therein that, save and except as stated below, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph IV of the said Report, it is stated that:
a) In compliance of AS-14 (IND AS-103), the Petitioner Companies shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5(IND AS-8) etc.
b) Petitioner Company have to undertake to comply with section 232(3)(i) of the Companies Act, 2013, where the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorised capital shall be set-off against any fees payable by the transferee company on its authorised capital subsequent to the amalgamation and therefore, petitioners to affirm that they comply the provisions of the section.
c) As per Definition of the Scheme,

"Appointed Date" means 31st March, 2019 such other date as may be fixed or approved by the National Company Law Tribunal, Mumbai Bench or such other competent authority. And

"Effective Date" means the Appointed Date or the date on which the last of conditions referred to in Clause 48 hereof have been fulfilled, whichever is later.

In this regard, it is submitted that Section 232(6) of the Companies Act 2013 states that the scheme under this section shall clearly indicate as appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. However, this aspect may be decided by the Hon'ble Tribunal taking into account its inherent powers.

Further, the Petitioners may be asked to comply with the requirement and clarified vide circular no F.No.7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs.

d) As per records available in Directorate's office (Inspection Cell), the Deponent submits that, the Ministry has ordered inspection u/s. 206(5) of the Companies Act, 2013 against Thomas Cook (India) Limited, (Transferee Company -2) vide letter no F.No.5/15/2019/CL-II (NR) dated 23.07.2019, for analysing the pattern of debit and credit transactions executed with Arush Forex Private Limited (U74999DL2010PTC201297), in this regards, the Hon'ble Tribunal may pass the order deem fit.
1. In response to the above observations made by the Regional Director in his report, the Petitioner Companies undertakes and clarifies as under :
i. As far as the observations made in paragraph IV (a) of the Report of Regional Director is concerned, the Transferee Company undertakes that in addition to compliance of AS-14 (IND AS-103), to the extent applicable; the Transference jarell TR Company shall pass such accounting entries which necessary in connection with the scheme to comply y

applicable Accounting Standards such as AS-5(IND AS-8) etc.

ii. Aa far as observations made in paragraph IV (b) of the Report of Regional Director is concerned, the Petitioner Companies states that, the Transferee Companies will be eligible for setoff of fees on the authorised share capital paid by the Transferor companies and thus comply with the provisions of Section 232(3)(i) of the Companies Act, 2013.
iii. As far as the observations made in paragraph IV (c) of the Report of Regional Director is concerned, the Transferee Company confirms that as per Clause 1.4 of the Scheme, "Appointed Date" means April 1; 2019. Further, Clause 3.1 the Scheme specifies that the Scheme shall be effective from the Appointed Date but shall be operative from the Effective Date. In this regard, it is submitted that, in terms of provisions of section 232(6) of the Companies Act, 2013, the Scheme shall be deemed to be effective from 1^st April 2019 i.e. the Appointed Date. Thus, the Petitioner Companies will be complying with the requirement and clarified vide circular no F.No.7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs.
iv. As far as the observations made in paragraph IV (d) of the Report of Regional Director is concerned, Thomas Cook (India) Limited, (Transferee Company -2) states that they have filed a letter with the Ministry dated 9th October 2019 clarifying that
Post conclusion of the Scheme, TCIL, SOTC TRAVEL and Quess will remain in existence and continue to operate and TCI, TCTSL and TCF will be amalgamated into TCIL and consequently dissolved without winding up.

C.P. (C.A.A.) No.3339/230-232/2019

Pursuant to the above mentioned Composite Scheme, no interest of any foreign shareholder is impacted in any manner. Also, none of the parts of the Scheme envisage any outward remittance of funds from India to outside India. Further, no inward remittance from outside India to India is also envisaged under any of the part of the Scheme.
Further, post the Scheme becomes effective, the Transferee Company 2 will continue to remain in existence and we will extend our full support to the authorities in respect of the said inspection.
1. The clarifications and undertakings given by the Petitioner Companies to the observations made in the Report of the Regional Director are considered by this Bench and those are hereby accepted. Subsequently, this Bench hereby directs the Petitioner Companies to comply with the provisions/statements which the Petitioner Companies undertakes herein.
1. The Official Liquidator has filed his report dated 25^th September, 2019 stating that the affairs of the Transferor Companies has been conducted in a proper manner.
1. 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.
1. Since all the requisite statutory compliances have been fulfilled, the Company Petition No. 3339 of 2019 filed jointly by the Petitioner Companies 2019 and the updated Scheme filed vide a separate Additional Affidavit by the Petitioner Companies on 9th October 2019 is made absolute in terms of prayer clause (a) of Company Petition No 3339 of 2019.
1. The Petitioner Companies are directed to file a copy of this Orden TRIA along with a copy of the Scheme with the concerned Registrar

C.P. (C.A.A.) No.3339/230-232/2019

Companies, electronically, along with E-Form INC-28, in addition to the physical copy within 30 days from the date of receipt of the Order from the Registry, duly certified by the Designated Registrar of the National Company Law Tribunal, Mumbai Bench.

1. The Petitioner Companies to lodge a copy of this Order and the Scheme duly certified by the Designated Registrar, of National Company Law Tribunal, Mumbai Bench, with the concerned 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 the Order.
1. All authorities concerned, to act on a copy of this Order along with the Scheme duly certified by the Designated Registrar of, National Company Law Tribunal, Mumbai Bench.
1. Any person interested in this Scheme, is at liberty to apply to the Tribunal in these matters for any directions or modification that may be necessary.
1. The Scheme is sanctioned and the appointed date of the Scheme is fixed as 1st April, 2019.

$Sd/-$ SHYAM BABU GAUTAM MEMBER (TECHNICAL)

$Sd$ /-BHASKARA PANTULA MOHAN MEMBER (JUDICIAL)

Certified True Copy
Date of Application	102
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Assistant Registral National Company Law Tribunal, Mumbar Bench

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION