UNO Minda Limited — Merger & Acquisition 2023

Dec 12, 2023

Uno Minda Limited

(Formerly known as Minda Industries Ltd.)

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Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 12/12/2023

National Stock Exchange of India Ltd. Listing Deptt., Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051	BSE Ltd. Regd. Office: Floor - 25, Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai-400 001.
NSE Scrip: UNOMINDA	BSE Scrip: UNOMINDA, 532539

Sub:Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in connection with the Scheme of Amalgamation of Minda iConnect Private Limited (Transferor Company) with Uno Minda Limited, formerly known as Minda Industries Ltd. (Transferee Company).

Dear Sirs,

This is in continuation of our earlier communication(s) regarding the subject matter cited above, we wish to inform you that the Scheme of Amalgamation of Minda iConnect Private Limited ("Transferor Company") with Uno Minda Limited, formerly known as Minda Industries Ltd. ("Transferee Company") and their respective shareholders and creditors, has been sanctioned by the Hon'ble National Company Law Tribunal, Court II , New Delhi ('NCLT'} vide its Order dated 12 December, 2023 , The said order has been uploaded on the website of NCLT today and the copy of the same is enclosed herewith.

It may be noted that the certified copy of the order of NCLT Delhi is still awaited, which will be filed with the Registrar of the Companies, within the prescribed time, upon receipt of the same.

You are requested to take the above on record.

Thanking you,

Yours faithfully, For Uno Minda Limited (formerly known as Minda Industries Ltd.)

Tarun Kumar Digitally signed by Tarun Kumar Srivastava Srivastava Date: 2023.12.12 20:41:17 +05'30'

Tarun Kumar Srivastava Company Secretary & Compliance Officer

Encl: As above.

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Uno Minda Limited (formerly known as Minda Industries Limited) CIN: L74899DL1992PLC050333, Regd. Office: B-64/1, Wazirpur lndustrial Area, Delhi-110052, (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Badda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA

T: +91 124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - info@unominda..com, www.unominda.com

NATIONAL COMPANY LAW TRIBUNAL - NEW DELHI BENCH (COURT II)

IA-177/2023

IN

CAA)-30(ND)/2022

CONNECTED WITH

- COMPANY APPLICATION NO. CA (CAA) 166 (ND)/2021

In the matter of:

Minda I Connect Private Limited

… Petitioner No.1/Transferor Company WITH

Uno Minda Limited (Formerly known as Minda Industries Limited) ...Petitioner No.2/Transferee Company

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Order Delivered on: 12.12.2023

Section: 230 to 232 of the Companies Act, 2013

CORAM

SH. ASHOK KUMAR BHARDWAJ, HON’BLE MEMBER (J) SH. L.N. GUPTA, HON’BLE MEMBER (T)

PRESENT

For Petitioner Companies : Sr. Adv Sh. P. Nagesh, Adv. Pawan Sharma, Adv. Anuj Shah, Adv, Shourya Ditya For the RD (ND) : Adv. Shankari Mishra, Adv. Niharika Tanwar For the IT Dept. : Sh. Punnet Rai, Sr. Standing Counsel

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ORDER

PER: SH. L. N. GUPTA MEMBER (T)

The present Petition is jointly preferred by the Transferor and Transferee Companies under Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 for approval of the Scheme of Arrangement/Amalgamation (hereinafter referred to as ‘Scheme’ ), as contemplated between the Companies, its Shareholders and Creditors. A copy of the Scheme has been placed on record.

1. Minda I Connect Private Limited (hereinafter referred to as “the Petitioner No. 1/Transferor Company”) having CIN U35900DL2014PTC 272202 is a company incorporated on 30.09.2014 under the Companies Act, 2013. The registered office of the Transferor Company is situated at B-64/1 Wazirpur Industrial area, Delhi -110052.

2. Uno Minda Limited (hereinafter referred to as the “Petitioner No. 2/Transferee Company”) having CIN L74899DL1992PLC050333 is a Company incorporated on 16.09.1992 under the provisions of the Companies Act, 2013. The Transferee Company has its registered office at B-64/1 Wazirpur, Industrial area Delhi -110052.

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1. The present Petition has been filed jointly by both Transferor and Transferee Company. Therefore, both the Companies together are called ‘Petitioner Companies’ hereinafter. The Registered offices of both Companies being in Delhi, the jurisdiction lies with this Tribunal.

2. From the records, it is seen that the First Motion petition was filed by the Petitioner Companies for seeking directions for convening the meetings of Equity Shareholders and Creditors of both the Company. This Tribunal in the First Motion Application bearing No. CO. APPL. (CAA) 66/ND/2021, vide Order dated 31.08.2021 and 20.10.2021, had directed to convene the meetings of the equity shareholders and creditors of the Petitioner Companies.

3. Subsequently, the Second Motion petition was moved by the Petitioner Companies in connection with the scheme of Arrangement/Amalgamation for issuance of notices to the Central Government, Registrar of Company NCT of Delhi & Haryana, Regional Director (Northern Region) MCA, Income Tax Authorities, and to such other Objector(s), if any, and also for publication of the said Scheme. Directions were issued, vide Order dated 07.04.2022 of this Tribunal, requiring the Petitioner Companies to carry out a necessary publication about the said Scheme in Business Standard” (English) and Business Standard (Hindi) newspapers.

4. Thereafter, the Petitioner companies filed an IA-258 of 2022 seeking modification of the Scheme under consideration. Since the Petitioner companies proposed to modify the Scheme post the first motion, this Tribunal,

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vide order dated 31.03.2023 directed the Petitioner Companies to place the Modified as well as the Original Schemes before the stakeholders by convening the meetings of their shareholders, Secured Creditors, and unsecured creditors for obtaining their approval and also, make a publication of the agenda of the meeting along with the Original & Modified Schemes in two national newspapers. The petitioners were directed to file a compliance report.

1. In compliance with the aforesaid directions, the Chairman of the stakeholder meetings filed its Reports on 05.05.2023 stating that the Modified Scheme has been approved by the Shareholders, Unsecured Creditors, and Secured Creditors of the Petitioner Companies with the requisite majority.

2. Subsequently, the present IA-177 of 2023 is moved by the Petitioners seeking approval of the Modified Scheme of Arrangement/Amalgamation. After hearing directions were passed vide Order dated 19.05.2023 requiring the Petitioner Companies to carry out a necessary publication about the said modified Scheme in the newspapers namely “Financial Express” (English) and “Jansatta” (Hindi). Further, directions were given to issue notices to the Central Government, Registrar of Company NCT of Delhi & Haryana, Regional Director (Northern Region) MCA, Income Tax Authorities, SEBI, and Stock Exchange and to such other Objector(s) to file objection, if any.

3. In compliance with the aforesaid directions, the Petitioner Companies filed their Affidavit of Service dated 16.06.2023 confirming that the Notices of the present Company Petition were published in the “Financial Express”

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(English) and “Jansatta” (Hindi) newspapers on 24.05.2023. The details of the

service of the notices to sectoral regulators as filed, read thus :

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1. On the issuance of the notice, the Income Tax Department filed its Report dated 29.08.2023 in respect of the Petitioner Companies stating that it has no objection towards the Modified Scheme of Arrangements/ Amalgamation proposed between the Petitioner Companies. The Report of the Income Tax Department reads thus:

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1. The OL too has filed its report dated 30.06.2023 stating the following:

“7. That in compliance of the directions of the Hon'ble Tribunal, fresh meetings of the shareholders and creditors of the respective petitioner companies were held on 05.05.2023. The shareholders and creditors of said companies in their meetings have accepted/approved the amended share exchange ratio of the shares of the Transferee Company to be allotted to the shareholders of the Transferor Company by way of the proposed modified Scheme of Amalgamation.

8. That the Official Liquidator on the basis of the above facts and information submitted by the petitioner companies is of the view that the affairs of the aforesaid Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its member or to public interest in terms of the Companies Act, 2013.”

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1. During the hearing on 07.07.2023, it was observed that there was no appearance on behalf of SEBI. Accordingly, this Tribunal issued a fresh notice to SEBI. It was made clear that in the event of non-filing of any report by SEBI before the next date of hearing, it will be inferred that it has nothing to say .

2. The Petitioner Companies vide their Affidavit dated 05.08.2023 stated that they issued fresh notice to SEBI vide email dated 15.07.2023, Speed Post and Registered Post dated 17.07.2023. They averred the following:

“4. In response to the email dated 15.07.2023, NSE vide email dated 21.07.2023 intimated that it had no comment as there was no change to the Scheme except for the consideration clause i.e., the swap ratio due to bonus issue. A copy of the email dated 21.07.2023 issued by NSE is annexed hereto and marked as ANNEXURE - 3.

5. It is further submitted that the Scheme is filed with Stock Exchanges. The Designated Stock Exchange in turn forwards the Scheme to SEBI. SEBI shares its comments to the said designated Stock Exchange which in turn shares its observation to the company. The Applicant Companies in the present Scheme have appointed National Stock Exchange as the designated stock exchange and it has vide its email dated 31.07.2023 confirmed that there are no comments of SEBI on the change in swap ratio in the Scheme due to issue of bonus by Transferee Company. A copy of the email dated 31.07.2023 issued by NSE is annexed hereto and marked as ANNEXURE- 4.”

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The Petitioner Companies have placed the relevant emails received from NSE

in this regard, which read thus:

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On perusal of the abovementioned emails, it is observed that neither the NSE nor the SEBI has conveyed any objection to the proposed Modified Scheme.

1. During the hearing on 01.09.2023, Ld. Counsel appearing for the RD pointed out that there is no mention of the “Appointed Date” in the Scheme. Accordingly, this Tribunal directed the following:

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1. In compliance with the aforesaid directions, the Petitioner Companies filed their Affidavits dated 13.10.2023 stating that the proposed Appointed date for the Modified Scheme is 01.04.2023. It has been further stated that the publication/advertisement regarding the Appointed Date has been made in “Times of India” (All Editions) and “Jansatta” (All Editions) newspapers on 16.09.2023.

2. During the hearing on 20.10.2023, Ms. Shankari Mishra, Ld. Counsel appearing for the RD submitted that the objection espoused by the RD qua the appointed date is already complied with and hence, no longer pressed.

3. Other than the above, the RD filed its report enclosing therewith the following observations of the RoC Delhi:

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19. In response to the aforesaid observations, the Petitioner Companies

have filed their reply stating the following:

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1. The material observation raised by the RD is that the Transferee Company has not paid the various statutory dues. In response, the Transferee Company stated that it has not paid the dues because of the disputes pending before other forums and not otherwise. In our view, the Transferee Company would be in existence post- Amalgamation. Further, the scheme does not come in the way of the statutory authorities to recover their dues. It goes without saying that the contentions of the parties would be open before the relevant fora where disputes are pending.

2. On Perusal of the observations of the RD, it is observed that there is no such clause in the Modified Scheme which could be termed as oppressive. Further, the RD has not expressly recommended for rejection of the Scheme. Since the Petitioner Companies had given a satisfactory reply and there was

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no further objection raised by the RD during the hearing, we find no impediment in proceeding ahead with the matter.

1. Given the foregoing facts and discussion and upon considering the approval accorded by the Members and Creditors of both the Petitioner Companies to the proposed Scheme and no sustainable objections having been raised by the Office of the Regional Director (North), Income Tax Department, OL, Stock Exchange, SEBI or any other interested party, there does not appear to be any impediment in granting sanction to the Scheme. Accordingly, the sanction is hereby granted to the Modified Scheme of Arrangement/Amalgamation annexed with IA -177 of 2023, proposed by the Petitioner Companies under Section 230 to 232 of the Companies

Act, 2013 . The Modified Scheme of Arrangement/ Amalgamation shall be binding on the Petitioner Companies and their Shareholders and Creditors. The Petitioner Companies shall remain bound to comply with the statutory requirements in accordance with law.

1. Notwithstanding the above, if there is any deficiency found or violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Authority to the Scheme will not come in the way of action to be taken, albeit, in accordance with law, against the concerned persons, Directors and Officials of the Petitioner Companies.

2. While approving the Scheme as above, it is clarified that this Order should not be construed as an order in any way granting exemption from

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payment of Stamp Duty, Taxes or other statutory dues, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement, which may be specifically required under any law. Further the approval of the Scheme would in no manner affect the tax treatment of the transactions under the Income Tax Act, 1961 or serve as any exemption or defense for the Petitioner Companies against tax treatment in accordance with the provisions of the Income Tax Act, 1961 and the rules and regulations made thereunder.

25. THIS TRIBUNAL FURTHER DIRECTS with respect to Transferor Company and Transferee Company, that:

• (i) Upon the sanction of the Modified Scheme becoming effective from the appointed date of Amalgamation/Arrangement i.e., 01.04.2023, the Transferor Company shall stand dissolved without undergoing the process of winding up.

• (ii) All benefits, entitlements, incentives and concessions under incentive schemes and policies that the Transferor Company are entitled to including under Customs, Excise, Service Tax, VAT, Sales Tax, GST and Entry Tax and Income Tax laws, subsidy receivables from Government, grant from any governmental authorities, direct tax benefit/exemptions/ deductions, shall, to the extent statutorily available and along with associated obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions;

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• (iii) All contracts of the Transferor Company, which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favor of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obliged thereto;

• (iv) All the employees of the Transferor Company shall be deemed to have become the employees and the staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on the terms and conditions no less favorable than those on which they are engaged by the Transferor Company, as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits;

• (v) All liabilities of the Transferor Company, shall, pursuant to the provisions of section 232(4) and other applicable provisions of the Company Act, 2013, to the extent they are outstanding as on the Effective Date, without any further act, instrument or deed stand transferred to and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations etc. as the case may be, of the Transferee Company and shall be exercised by or against the Transferee Company, as if it had incurred such liabilities.

• (vi) All proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company.

• (vii) The Income Tax department is permitted to retain its recourse for recovery in respect of demand and any other future liabilities of the

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transferor Company and the transferee company, in respect of the assets sought to be transferred under the proposed scheme.

• (viii) That any person interested shall be at liberty to apply to this Tribunal in the above matter for any directions that may be necessary.

• (ix) Further, the approval of the Modified Scheme would not come in the way of the Statutory Authorities to recover their dues. The contentions of the parties would be open before the relevant fora where disputes are pending.

• The Petitioner Companies shall within thirty days of the date of the receipt of this Order or on sanction of the Modified Scheme, whichever is later, cause a Certified Copy of this Order to be delivered to the Registrar of Company for registration and on such Certified Copy being so delivered, the Transferor Company shall be dissolved and the Registrar of Company shall place all documents relating to the Transferor Company on the file kept by him in relation to the Transferee Company and the files relating to both the Petitioner Companies shall be consolidated accordingly.

27. IA-177/2023 and CAA-30 of 2022 are disposed of accordingly.

• Sd/-

• (L. N. GUPTA) MEMBER (T)

Sd/- (ASHOK KUMAR BHARDWAJ) MEMBER (J)

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