Varroc Engineering Ltd.

Regd. & Corp. Office

L‐4, MIDC, Industrial Area Waluj, Aurangabad 431 136, Maharashtra, India Tel + 91 240 6653700 Fax + 91 240 2564540

email: [email protected] www.varroc.com CIN: L28920MH1988PLC047335

VARROC/SE/INT/2020-21/49 November 12, 2020

To,

The Manager- Listing The Listing Department, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400051.

Mumbai-400001.

BSE Security Code: 541578

Phiroze Jeejeebhoy Towers,

Bombay Stock Exchange Limited

The Manager – Listing The Corporate Relation

Dalal Street, Fort,

Department,

NSE Symbol: VARROC

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in connection with approval of Scheme of Amalgamation of Varroc Lighting Systems (India) Private Limited with Varroc Engineering Limited and their respective Shareholders

Dear Sir/Madam,

This is to inform that the Hon'ble National Company Law Tribunal, Mumbai Bench ('NCLT'), has vide its Order dated November 2, 2020, approved the Scheme of Amalgamation of Varroc Lighting Systems (India) Private Limited with Varroc Engineering Limited and their respective Shareholders. A certified copy of the Order of the NCLT is attached herewith and same is also uploaded on the Company's website i.e. www.varroc.com.

The Petitioner Companies are in process of complying with the directions issued by the NCLT. The Scheme will become effective upon filing of the certified copy of the order with the Registrar of Companies, Pune and Registrar of Companies, Mumbai, respectively.

We request you to take this on record, and to treat the same as compliance with the applicable provisions of the Listing Regulations, as amended.

Thanking you,

Yours faithfully, For Varroc Engineering Limited

AJAY KUMAR SHARMA

Digitally signed by AJAY KUMAR SHARMA DN: c=IN, o=Personal, 2.5.4.20=8e394f0b54df7a428a2c5037cce4c75628f0ab036b8fe3c 204ae92155ac8623d, postalCode=121004, st=HARYANA, serialNumber=6874ec243b772feb55e68c4ac7af69e44bded0b2f 83f14b155f3058c5ed4b3ae, cn=AJAY KUMAR SHARMA Date: 2020.11.12 15:13:45 +05'30'

______________________________________ Ajay Sharma Group General Counsel and Company Secretary

Encl: a/a

c.P. (cAA) 948 / MB-il / 2O2O c.A. (cAA) 37s3 I MB-fi I 2ote

IN THE NATIONAL COMPANY LAW TRIBTINAL, MUMBAI BENCH, COURT II

c.P. (cAA) 9 48 IMB -lU 2020

c.A.(cAA) 37 53 NlB-rrt2otg

In the matter of the Companies Act, 2013;

AND

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act,2013;

AND

ln the matter of Scheme of Amalgamation of Varroc Lighting Systems (India) Private Limited ('VLSIPL' or 'the Transferor Company') with Varroc Engineering Limited ('VEL' or 'the Transferee Company') and their respective shareholders

Varroc Lighting System (India) Private Limited '	First Petitioner ComPanY
Varroc Engineering Limited'	Second Petitioner ComPanY

Order delivered on 02.11.2020

Coram: Hon'ble Sh. H.P. Chaturvedj, Member (Judicial)

Hon'ble Sh. Ravikumar Duraisamy, Member (Technical)

For the Petitioner(s): App earances (through videoconfere ncing)

Page I of 15

c.P. (cAA) 948 / MB-tt I 2O2O c.A. (cAA) 37 s3 I MB-rr I 2ore

For the Petitioner(s)

For the Regional Director (WR)

: Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates : Ms. Rupa Sutar, DePutY Director

ORDER:

PCT: RAVIKUMAR DURAISAMY' MEMBER TECTINICAL

I The court is convened by videoconferencing today'
1. Heard the Leamed Counsel for the Petitioner Companies 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 to the said Scheme'
3 The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act' 2013 to the Scheme of Amalgamation of Varroc Lighting Systems (India) Private Limited ('the Transferor Company') with Varroc Engineering Limited ('the Transferee Company') and their respective shareholders'
four-wheeler Passenger/ co ro 8.1 mmercial vehicles. The Transferee islt. The Petitioners state that the Transferor Company is engaged in the business ofdesign,manufactureandsaleofautomotivelightingapplicationsmainly head lamps, tail lamps, fog lamps and other automotive lighting p duc 4 c

Page 2 of 15

o;. l8i ! B engaged in the business of manufacturing of automobile components and caters to customers both in the domestic and intemational markets. The Transferee Company and its subsidiaries operate from manufacturing plants and technical development centers across 4 continents and 14 countries spread across the globe. Further, the Transferee Company holds 100% shares in the Transferor ComPanY'

5 The Petitioner Companies states that both the Petitioner Companies believe that the amalgamation would benefit them and its stake holders on account of following reasons:
- i. Merger of wsIPL into vEL will provide synergies by strengthening the op erati on al caP abilities ;
- Streamline operations and reduce operational cost by sharing common functions litre legal, human resource' finance' etc'; lt
- Better economic and fficient management' control and running of the businesses; ul
- lv comPetitive industry' Imoroved organizational capability and leadership by pooling human 'iritir'i"r^"rrr'i-.i,n ai'i"i" ikilt'''ot'n' and experience' -The !,itii,ir,i"" *iuia""nott" 'he business units of VLSIPL and vEL to ;;;;;;';; ,tlent pool n''ompae successfuitv in an increasinglv
- 6 The Petitioner Companies have approved the said Scheme bY Passing the BoardResolutionsattheirrespectiveboardmeetingheldonl2fiNovember

2019which are annexed to the Company Scheme Petition'

Page 3 of 15

7 The Learned counsel for the Petitioner companies state that the Joint Company Petition has been filed in consonance with the order dated 20'h February 2020 passed by the National Company Law Tribunal, Mumbai Bench in the Company Application bearing C'A'(C'A'A'y3753lMBl20l9'
The Leamed Counsel appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary affidavits of compliance. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements if any' as required under the Companies Act, 2013 and the Rules made there under whichever is applicable. The said undertaking is accepted' 8
The Regional Director has filed a Report dated llft day ofAugust 2020' based on the report issued by ROC, Pune' stating therein' save and except as stated in paragraph IV, it appears that the Scheme is not prejudicial to the interest of shareholders and public' In paragraph IV of the said Report' the Regional Director has stated that: - 9
- "U. The observations of the Regional Director on the proposed Scheme to be considered by the Hon'bte NCLT are as under:

Page 4 of 15

a. (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'
As per Definition of the Scheme, b

"AppointedDate" means |'t day ofApril, 2020'

"Effective Date" means the date on which certifed copy(s) of the Order of the Hon'ble National Company Law Tribunal or any other appropriate authority as prescribed under Section 230-2i2 of the Act sanctioning this Scheme are filed by the Transferor Company and Transferee Company with the Registrar of Companies, Pune, and Regisffar of Companies' Mumbai' respectivelY.

In thts regard, it is submitted that Section 2j2 (6) of the Companies Act, 201i states that the scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be ffictive from suchdateandnotatadatesubsequenttotheappointeddate' 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 n)ith the requirements 4s clailied vide circular no' F' No' 7/12/201g/CL-1, dated 21'0E'2019 issued by the Ministry of Corporate Affairs.

Page 5 of 15 9

c 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 ils authorised capital shall be set-ol| against any fees payable by the transferee company on its authorised capital subsequent to the amalSamation and therefore, petitioners to ffirm that they comply the provisions of the section.
d. In view of the observation raised by the ROC Pune, mentioned at para 10 above Hon'ble NCLT may pass appropridte order as deemft;
e. The Hon'ble Tibunal may kindly seek the undertabing that this Scheme is approved by the requisite majority of members and credilors as per Section 230(6) of the Act in meetings duly held in terms of Section 230(1) read with subsection (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal.
f As the Petttioner Companies are listed, hence' the petitioner be directed to file an affidavit to the extent it has complied with the directions of issued vide DCS/AMAL/AJ/R37/t 060/2017' I8 dated NSE/LIST/14769 dated 12.03'2018, bv respectively; letter 08.03.2018 BSE and No. and NSE
Regarding clause 21.9 of the Scheme the shares sought to be issued to the non-resident equity shareholders the Share Exchange price and Price per share arrived should

Page 6 of 15 'l

of fair price determined as per FEMA gaidelines. Hence, valuer should certify that the price per share is as per FEMA guidelines

Certificate of Auditor under Section 133 of the companies AcL 2013 has not been provided. Petitioner Company may be asked to submit the same. h

Save and except stated in Para IV (a) to (h) above, the Regional Director prays this Hon'ble Tribunal may kindly be pleased to:

a. Take this representation on record;
b. Consider the observations made at Sr. No' IY (a) to (h) mentioned above; and
c. Pass such other order or orders as deemed Jit and proper in the facts and circumstances of the case'
In response to the report of the Regional Director, the Petitioner Companies have filed Affidavit in Rejoinder dated 12th August' 2020 and have clarified as under: 10
- Apropos observation made in paragraph IY (a) of the Report of Regional Director is concerned, the Petitioner Companies undertake that they will comply with all the applicable Accounting Standards,Further,inadditiontocompliancewiththeapplicable Accounting Standards, the Transferee Company shall pass such Accounting entries as may be necessary in connection with the Scheme to comply with other applicable Accoun ting s, a

Page 7 of 15

b. Apropos observation made in paragraph IV (b) of lhe Report of Regional Director is concerned, the definition as stated in the Scheme read as under:

" I .2. "Appointed Date" means lst day of April, 2020; "

" 1.3. " E/fective Date" means the date on which certified copy(s) of the Order of the Hon'ble National Company Law Tribunal or any other appropriate authority as prescribed under Seclion 230-2i2 of the Act sanctioning this Scheme are filed by the Transferor Company and Transferee Company with the Registrar of Companies, Pune, and Registrar of Companies, Mumbai, respectivelY;

Further, the Transferee Company confirms that as per Clause 1'2 of the Scheme, "Appointed Date" for the purpose of this scheme means lst day ofApril 2020. Further, Clause 2 ofthe 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 2j2(6) of the Companies Act' 201i' the Scheme shall be deemed to be e/fective from lst day of April 2020i.e. the Appointed Date- Accordingly, the effective date is not in contravention with the provisions of section 232(6) of the Companies Act,2013.

Further Petitioner Companies confrm and undertake to comply Ministry No. of with Circular the requirements and clarifications vide 7/12/201g/CL-1 dated 21.08.2019 issued by the Corporate A/fairs to the extent applicable' ia-;i

Page 8 of 15

c. Apropos observation made in paragraph IV (c) of the Report of Regional Director is concerned, the Petitioner Companies confirm and undertake to comply with the provisions of section 232(3)(i) of Companies Act, 2013 subsequent to the amalSamation.
d. Apropos observation made in paragraph IV (d) of the report of Regional Director is concerned, the Transferor Company undertake that the charges are on account of enhancement in the overall limit of the existing working capital (und and non-fund based) facility of the Transferor Company from Rs. 7 Crore to Rs. 20 Crore. Further, as provided in clause 4.2.1 of the Scheme, with effect from the Appointed Date, all assets of the Transferor Company shall vest in the Transferee Company along with existing charges and pledges' if any. In this regard, the necessary filings made with the ROC along with relevant attachments were provided to the Regional Director'
Apropos observation made in paragraph IV (e) of the report of Regional Director is concerned, the Petitioner Companies states that this Tribunal, vide its order dated February 20' 2020' had dispensed with the requirement of convening the meeting of the equity shareholders and creditors of the Transferor Company as well as the Transferee Company. Further, the Transferor Company submits that, pursuant to the directions given by this Tribunal in the said order, it had issued notices to all its creditors and have not received any representation till date from any of the Creditors' e
Apropos observation made in paragraph IV (fl of the report of RegionaI Director is concerned' the Second Petitioner Company' which is a listed comPany states that pursuant to f

Page 9 of 15

c.P. (cAA) 948 /MB-rr / 2O2O c.A. (cAA) 37s3 I MB-II I 2Or9

CFD/DIL3/C1N2017/21 dated March I0 2017 and CFD/DIL3/C[N2118/2 dated January 3, 2018, the Second Petitioner Company, by their letter dated November Li, 2019, had filed a copy of the Scheme with the BSE Ltd and the National Stock Exchange of India Limited. Copies of the lefier rtkd with BSE and the National Stock Exchange of India Limited were provtded to the Regional Director. The Second Petitioner Company further states that the letter No. DCS/AMAL/AJ/R37/1060/2017-18 dated 08.03.2018 and NSE/LIST/14769 dated 12.03.2018' by BSE and NSE respectively, seems to have been erroneously mentioned in the RD report, as the Second Petitioner Company has not received any such letters from either BSE or NSE.

g. Apropos observation made in paragraph IV (g) of the report of Regional Director is concerned, the Petitioner Companies states that clause Il.l and tl.2 ofPart III of the Scheme reads as under:

"ll.l Since the entire issued, subscribed and paid up share capital of the Transferor Company is held by the Transferee Company and/or its nominee/s, no consideration shall be payable pursuant to the amalgamation of Transferor Company into Transferee Company. Accordingly, there shall be no issue of shares by the Transferee Company upon coming into elfect of this Scheme, and the shares of the Transferor Company' whether held in physical form or in electronic form shall automatically stand cancelled and extinguished without any further acl' deed' instrument, malter or thing {i.+

Page l0 of 15

c.P. (cAA) 948 / MB_tr / 2o2o c.A. (cAA) s7 s3 /MB_\ / 2O1s

i:-'f

',,rlJ:. .

11.2 Further, upon coming into eflect of this Scheme, the investrnent in the shares of the Transferor Company, appearing in the bool<s of account of the Transferee Company, shall stand cancelled. "

Further, the Transferee Company confirms that as per Clause ll.l of the Scheme, no consideration shall be payable pursuant to the amalgamation and no shqres shall be issued by the Transferee Company upon the Scheme coming into effect. Accordingly, the requirement of complying with the FEMA guidelines in relation to Share Exchange price and fair price per share does not arise. The Petitioner Companies further state that reference to clause 21.9 of the Scheme seems to have been erroneously mentioned in the RD report, as there is no such clause in the Scheme.

h. Apropos observation made in paragraph IV (h) of lhe report of Regional Director is concerned, the Petitioner Companies state that the certificate under section I j3 of the Companies Act, 2013 was attached as Annexure 'O'to the reply letter dated July 27, 2020 submitted by the First Petitioner Company in response to the letter issued by the Regional Director. Copy of the auditor certificate was also annexed to the company application and company petition.
ll. The Regional Director has frled its Supplementary Report dated 14th August, 2020 t*ng into consideration report issued by ROC Mumbai. ROC Mumbai in their report have brought out that there are no investigation/inspectior/inquiry proceedings and complaint a f+$ present scheme. ROC Mumbai has made an observation that t, -4i

Page 11of15

capital of the Transferor Company is held by the Transferee Company and lts nommee.

l2.The observations made by the Regional Director mentioned in para 9 above have been explained by the Petitioner Companies in Para l0 above. Further, the Petitioner Companies have also filed affidavit in rejoinder to the report of Regional Director with the Tribunal on 126 August 2020. T\e clarifications and undertakings given by the Petitioner Companies are accepted by the Tribunal.
l3.In view of certain observations made in the Report of RD especially para IV e,f and g the matter was listed for clarification on 06.10.2020 and the Ld Counsel clarified the points. However, the bench felt it appropriate to obtain clarification from RD and Dy Director representing RD sought some time to reply. Accordingly, the matter was posted on 16' 10'2020 and RD/Dy director confirmed verbally, that the above observations crept in inadvertently, by mistake and the same may be ignored in this case' Further, Dy Director also confirmed that no objection for sanction of the scheme as prayed for.
1. The official Liquidator has filed his report dated 7th August 2020 inter alia, stating therein that the affairs of the transferor Company ha n

Page 12 of 15

conducted in a manner prejudicial to the interest of its members or to the public interest.

1. The Jurisdictional Income Tax Department of the Petitioner Companies have filed their replies in relation to the Scheme, stating therein the details of pending assessments and appeals and praying that the fact of the pending assessments / appeals be taken into consideration by this Tribunal while passing the amalgamation order.
1. The Petitioners submit that all tax issues arising out of the scheme will be met and answered in accordance with law.
t7 From the material on record, the scheme appears to be fair and reasonable and is not contrary to public policy.
1. All the assets and liabilities including taxes and charges, if any and duties of the Transferor Company, employees shall pursuant to section 232 of the CompaniesAct,20|3,betransferredtoandbecometheliabilitiesandduties of the Transferee ComPanY'
1. Since the entire issued, subscribed and paid up share capital of the Transferor Company is held by the Transferee Company and'/or its nominee/s, no consideration shall be payable Pursuant to the am \t'r. shal? of Transferor Company into Transferee Company' Acco c iiri '4_i "i"

Page 13 of 15

be no issue of shares by the Transferee Company upon coming into effect of this Scheme, and the shares of the Transferor Company, whether held ir: physical form or in electronic form shall automatically stand cancelled and extinguished without any further act, deed, instrument, mafter or thing. Further, upon coming into effect of this Scheme, the investment in the shares of the Transferor Company, appearing in the books of account of the Transferee Company, shall stand cancelled.

1. Since all the requisite statutory compliances have been fulfilled, c.P. (cAA) g48l],fB-lll2o20 is made absolute in terms of prayer clause of the company Petition. First Petitioner Company / Transferor Company is ordered to be dissolved without winding uP.
1. The Petitioners are directed to file a certified copy of this Order along with the copy of Scheme with the concerned Registrar of Companies' electronically,ine-formINC-2Swithin30daysfromthedateofreceiptof the Order duly certified by the Registry of this Tribunal'
22.Asacompleteinformationdisseminatiorr/disclosuretoallShareholders' creditors, covemment Authorities, other stakeholders the petitioner companies are directed to publish immediately the approval granted by this Tribunal for the scheme in the same newspapers in which previous

Page 14 of 15

publication was made. Further copy of this order shall also be hosted on the website of the respective petitioner companies.

1. The Petitioners shall lodge a copy ofthis order duly certified by the Registry of this Tribunal along with Scheme, with the concemed Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, within aperiod of 60 days from the date of the receipt of the order by the Transferee ComPanY'
1. Any person interested shall be at liberty to apply to this Tribunal in the above matter for any directions that may be necessary'

sd/- RaviKumar DuraisamY Member(Technical)

sd/- H.P Chatunedi Member (Judicial)

filir.\ i.sr	C crtrlitd T n:r: CoPYD,rie r[ ]\1, . i'ir(,ilIrr;:,,, 'I.:i'i:':''(.Cr;,.	\x11D\oo. \1.,1.,.,.i^n c0p'/ 0li.

^*l\ -, , ntg4 Natior.at c'-r:;''--,: "'" t;ti;;:' trlJmbai Br;"jh

Page 15 of 15

SCHEME OFAMAIGAMATION

VARROC LIGIITING SYSTEMS (INDIA) PRTVATE IIMITED

ICIN: UB14ot.PN2or2PICI42539l

(Transfemr Company)

WTTH

VARROC ENGINEERING LIMITED

ICIN: L2892oMH1988PLo473351

(Tlansferee CompanY)

AND

THEIR RESPECTIVE SIIAREHOI.DERS

(Under Sections z3o-z3z of the C-orlrpalries Act, 2or3)

PREAMBLE

The Scheme of Amatgamation ("Scheme") is presented under Sections z3o-z3z ard other applicable provisions ofthe Companies Act,2013' The Scheme provides for t}Ie amalgamation ofVarroc Lighting Systems (India) Private Limited (VISIPL"' or't}le Transferor Company') with Varroc Engineering Limited ('VEL", or 'the Transferee Company') and tleir respective shareholders.

Rationale for the Scheme.

1r t

.t.',

r"J

The Transferor Company is engated in the business ofdesign, manufacture and sale of automotive lighting applications mainly head lamps, tail lamps' fog lamps and other automotive lighting products for four-wheeler passenger/ commercial vehicles. The Company has one manufacturing plant in Pune' India and sells primarily in India. 1
The Transferce Company is a publicly listed comPany with its shares listed on the National Stock Exchange and Bombay Stock Exchan8e lt is engaged in the ii+ of manufacturing of automobile components and caters to customers jiL the domestic and international markets. the Transferee Company and diaries operate from manufacturing plants and technical developmeut 2 su

Page I of 15

centeE across 4 continents and 14 countries spread across the globe. The Transferee Company holds roo% shares in the Transferor Company.

1. The Board of Directors of the Ttansferor Company and Transferee Company anticipate the following benefits pursuant to amaltamation of both tle Companies:
- . Merger of VI.SIPL into vEL will provide synergies by strengthening the operational capabilities;
- . Streamline operations and reduce operationd cost by sharing common funaions like legal, human resource, finance, etc.;
- . Better economic and efficient management, control and running of the businesses;
- . Improved ortanizational capability and leadenhip by pooling human capital resource with diverse skills, talent and experience. The consolidation would enable the business units of VISIPL and vEL to leverate on talent pool to compete successfully in an increasingly competitive industry.

This Scheme ofAmalgamation is divided into t}re following parts: -

Part I: Definitions ofthe terms used in this Scheme and details ofthe share capital ofVtSlPL and VEL

Part II: Ama.lgamation of lrlSIPL with VEL.

Part III: Consideration for Amalgamation and Accounting Treatment.

Part fV: General Terms and Conditions

Page 2 of 15

PART - I

DEFINIIIONS AND SHARE CAPTTAL

1) DEFINruONS

lii

'r',1BAI

ii I

In this Scheme (as defined hereinafter), ur ess repugDant to t}le meaning or context thercof, the following exprtssions shall have the meaniag mentioned herein below:

"Act" or -The Act" mezns the Companies Act, 2013, and shall include any statutory modifications, re-enactnent or amendments thertof for the time being in force. 1.1
"Appointed Date" means td day ofApril, zozo. 1.2
'Effective Date" means the date on which certified copy(s) of the Order of the Honble National Company law Tribuna.l or any otler appropriate authority as prescribed under Section z3o-zgz of the Act sanctioning this Scheme are filed by the Transferor Compaay arrd Transferce Company with the Registmr of Companies, Pune, and Registar of Compaaies, Mumbai, respectively. 1.3
"NCLT' means the National Company law Tribunal, Mumbai Bench. 1.4
'scheme' or "Ore Scheme' or 'this Scheme" means this Scheme of Amalgamation, in its present form or with any modification(s) made under Clause r4 of this Scheme as approved or tlirected by the NCLT or any other appropriate authority. 1.5
*Ttansferee Compan/' means Varroc Engineering Limited, a publicly listed compary incorporated on tlu May, 1988 under the Act, having its registered ofEce at L4, MIDC, Waluj Awangabad, Maharasbtra - 43186, India. r.6
'oTfansferor Compan/' means vanoc LiShtinS Systems (India) Private Limited, a private company incorporated on 136 March, 2or2 under tJIe Act, having its registered office at SuveyNo.279, Village Mann, Hinjewadi, Pune, Maharashtra - 4uo57, India. t-7
All terms and words not defined in this Scheme shall, unless repuBnant or conEary to the context or meaning thereof, shall have the same meaning ascribed to tlem under t}te Act and other applicable laws, rules, regulations, bye-laws, as tJre case may be or any statutory modification or re-enactment thereof from time to time. 1.8

ItIfr to clauses and recitals, unless otherwise provided, ale to clauses of and to this scheme.

i.iol Ther4a herein shall not affect the construction of this scheme

Page S ofrs

1,11 Any phrase introduced by terms "including", "include", "in particular" or any sirnilar expression shall be constrr,red as illustative and shall uot limit the sense of the words proceeding those terms.

2) DATE OFTAKING EFFESTAND OPERATIVE DATE

This Scheme shall be effective from the Appointed Date but shall be operative from the Effective Date.

3) SIIARE CAPITAI,

3.1 The Share Capital of VISIPL as per the latest audited balance sheet as on March 3r, zor.9 is as under:

Particulars	Amount (INR)
Authorized Capital
4,5o,ooo equity shares of INR 10 each	45,OO,Ooo
TOTAL	45,OO,OOO
Issued, Subscribed and Paid-up
4,99,997 equity shares of INR ro each	43,99,970
TOTAL	43,99,970

The Share Capital ofYlSlPL as per the latest unaudited balarce sheet as on september 30, 2or9 is as under:

Particnlars	Amount (INR)
Authorized Capital
ffi,ooo equity shares of INR to each	45,oo,ooo
TOTAL	45,OO,OOo
Issued, Subscribed and Paid-up
4,39,997 equity shares of INR 10 each	43,99,970
TOTAI	43,99,970

Subsequent to the Balance Sheet date, there has been no change in the issued, subscribed and paid-up capital ofvlSIPL

Page 4 of u

The Share Capital ofLEL as per the latest audited bdance sheet as on March 3r, zorg is as under:

Particulars	Alnoult (INR)
Authorized Capital
25,oo,oo,ooo equity shares of INR r each	25,OO,OO,OOO
25,oo,oo,ooo preference shares of INR reach	25,OO,OO,OOO
TOTAL	5O,OO,OO,OOO
Issued, Subscribed and Paid-up
8,48,u,53o equity shares of INR r each	r3,48,11,53o
ML preference shares of INR r each	NIL
TOTAI	13,48,11,53o

The Share Capital of VEL as per t}Ie latest unaudited balance sheet' as on September 30, 2019 is as under:

Particulars	Amount (INR)
Authorized Capital
25,oo,oo,ooo equity shares of INR r each	25,OO,OO,OOO
z5,oo,oo,ooo preference shares of INR t each	25,OO,OO,OOO
TOTAL	5O,OO,OO,OOO
Issued, Subscribed and Paid-up
13,48,11,S3o equity shares of INR r each	19,48,r1,53o
ML preference shar€s of INR r each	NIL
TOTAI	r3,48,11,53o

* Limited review report filed with the stock exchange on Novem ber rz, zorg

Subsequent to the Balance Sheet date, tlere has been no change in the issued, subscribed and paid-up capital ofvEL.

Pate s of 15

PAXT - tI

AMAI.GAMATION OF THE TRANSFEROR COMPANY WTIII THE TTANSFEREE COMPANY

4) TRANSFER AND VESTING OF I,'NDERTAKING OF TRANSF:EROR COMPANY

Upon the comint into effect of the Scheme and with effect from the Appointed Date, the entire business and the n'hole of the undertaking of the Transferor Company shall, pursuant to tfie sanction of the Scheme by the NCLT and pursuant to t}le provisions of sections z3o-z3z and other applicable provisions, if any, of the Act, be atrd hereby stand tansferr€d to and vested in and/or be deemed to have been transferred to and vested in the Ttansferee Company, as a going concem witlout any further act, instrument, deed, matter or thint so as to become, as and from the Appointed Date, t}Ie estate, assets, liabilities, rights, title, interests and authorities of tle Transferee Company, by virtue of and in the manner provided in this Scheme. 4.1
without prejudice to the tenerality oftle above clause 4.r: 4.2
- 4.2.1 With effect from the Appointed Date, the entire business antl whole of the undertaking of tle Transferor Company, includint but not limited to land and building (whether owned or leased), office space, Information and Communications Technolory (ICT) equipments (whether owned or leased), plant and machinery (ntrether owned or leased), computers, computer software, fumiture and fixture, office equipments, leasehold improvements, electrical fittings, vehicles, work in prcgress of all kintls (whether tangible or intangible), receivables (including govemment refuntls and dues), inventories of all kind, cash and bank balances, investments of all kinds, loans, advances, contingent right or benefits, receivables, benefit of any deposits, financial assets, leases, leasing contracts and assets, hire purchase contracts and assets, lending conracts, employment agreements, benefit of any security arrargements, reversions, powers, authorities, allotments, approvals, permits and consents, quotas, rights, entitlements, contracts, licenses, development rights, whether vested or poteutial and whether under agreements or otherwise' tenancies and all advantages of whatso€ver nature and whosesoever situated belonging to or enjoyed by t}le Transferor Compary, including but without being limited to trade and service names and marks, patents, copyrights, designs and other intellectual prcperty rights of any nature whatso€ver, autlorizations, benefits, including but notlimited to the benefit(s) underlncome tax Act, 1961(incl tax relief under tJre Income tax Act, 196r such as credit tax, TDS, TCs, Dividend Distribution tax, Minimum (MAT), unabsorbed deprtciation and Business losi3() holidays/exemptions, etc.), Custom duties, Goods Sfrrice Tax E,t tii l ,-1

Page 6 of 15

(includint benefit of any unutilizd CENVAT / Service tax / coods and Service tax credits, export incentives/benefits includiDg but not limited to Duty rlrawback, MEIS and SEIS, refunds/rebates, expoft obligations etc.) benefits and perufts, approrals, concessions, reliefs, rights to use and avail of assets shall, witlout any further act, instrument or deed stand transferred to and vested in and/or deemed to be Eansferred to and vested in tle Transferee Compaay, free from all encumbrances, but subject to subsisting charges and pledtes, if any.

4.2.2 All tantible movable assets of tle Transferor Company, which are capable of being phlsically transferred including all movable equipment, computers, software, office equipments and furniture, shall be delivered to tlre Transferee Company to the end and intent that the property therein passes to t}te Transferee Company. The Bank balaaces as appearing in the books of the Transferor Company shall also b€ hansfered to the Transferee Company. Such transfer should be mutually agreed.
4.2.3 All immovable pmperties of the Transferor Company would become the properties ofTransferee Company under atld pursuant to order of the NCLT appmving this Scheme, without rrquiring the execution of any otler deed or document or instrument of conveyance, and the order of the NCLT shall for all purposes be treated as the insEument conveying such properties and assets to Transferee Compaay.
4.2.4 The transfer and vesting as aforesaid shall be subject to the existing charges / hypothecation / mortgages, if any, as may be subsisting and agreed to be created over or in respect of the said assets or any part thereof, provided horrever, any reference in ary security documents or iurangements to which the Traasferor Company is a party wherein the assets of the Transferor Company has been or is offered or agreed to be offered as security for aly financial assistance or obligations then t}le same shall be constmed as reference only to t}le assets pertai.ning to tle Tiansferor Company and shall be vested in the Transferee Company by virtue of this Scheme to the end and intent that the char8es shall not extend or deemed to extend to any assets of the Transferee Company.

Provided that the Scheme shall not operate to enlarge the security for the said liabilities of Transferor Company which shall vest in the Transferee Company by virtue of the Scheme and tle Transferee Company shall not be obliged to ueate any further, or additiona.l security tiereof after the amalgamation has become effective or otherwise. Further, the Scheme shall not operate to enlarge the security for any liabilities of ttre Transferee Company, in as much as the security shall not extend to lJre assets transferred by the

Paee j of ts

Transferor Company to the Transferee Company in terms of Clause 4.r above.

4.2.5 The liabilities of the Transferor Company shall also, witlout any further act, instrument or deed be and hereby stand transferred to and vested in and assumed by and/or deemed to be transferred to and yested in and assumed by the Transferee Company pursuant to tle provisions of Sections 23o to 252 of ttre Act, so as to beclme the liabilities ofthe Traasferee Company and further that it shall not be necessary to obtain th e consent of any ttri rd party or other person who is a party to any conbtact or arrantement by virtue of which such liabilities have arisen, in order to give effect to tbe provisions of this clause.
4.3 The Transferee Company may at any time, after the coming into effect of the Scheme i-n accordance with ttre provisions of this Scheme, if so required, under any law or otherwise, execute necessary writings, in favour of tle creditors of t}le Transferor Company or in favour of any other party to any contract or arrangement to which the Transferor Compaay is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shalJ under the provisions of tie Scheme be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to implement or carry out all such formalities or compliances referred to above on t}te part of Trarsferor Company to be carried out or performed.
4.4 Witb effect from the Appointed Date and upon coming into effect of this Scheme, all the rights, licenses, permission, approvals, consent, etc., to carry on tlle operations and business of the Transferor Company shall stand vested in or barlsferred to the Transferee Company without any further act or deed and shall be appropriately mutated by the Statutory Authorities concerned in favour of t}le Transferee Company. The benefit of all statutory ard regulatory permissions, consents, registrations or otler licenses and consents shall vest in and become available to tle Transferee Company pursuant to this Scheme.
4.5 The amalgamation of tle Transferor Company with the Transferee Compa-ny, pursuant to and in accordance with ttris Scheme shall be in accordance with section 2(1B) of t}le Income tax Act, 1961. If any terms or provisions of tlle Scheme are found or interpreted to be inconsistent witi the provisions oftle said section at a later date including resulting from an amendment of law or for any other reason whatsoever, t}te provisions of the said section of the Income tax Act, 196r shall prevail and the Scheme shall stand modified to the extent determhed necessary to comply with the said section. Such tion will however not afiect ttre other parts of the Scheme

eques and other negotiable instruments, payment order, electronic 11" by feree Compaay, which are in the name of the Ttansferor Company, rs flike NEFT, RTGS, etc.) received or presented for encashment

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Page 8 ofrs

after the Effective Date shall be accepted by the bankers of tle Transferee Company and credited to the account of t}te Transferee Company, if presented by the Transferee Company or received through electronic tramfers. Similarly, tle banler of tbe Transferee Company shall honour all cheques / electronic fund transfer instructions issued by the Transferor Company for payment after the Effective Date. If required, the bankers of Transferor Company shall allow maintaining and operating of the bank accounts (including balkiug transactions carried out electronically) in the name of Traasferor Company by the Transferee Company for such time as may be determined to be necessary by the Transferee Company for presentation and depositiou of cheques, pay order and electronic trarsfers that have been issued/made in the name ofthe Transferor Compaly.

Upon the Scheme becoming effective, t}te Transferor Company and the Transferee Company are expressly permitted to rwise, its financia.l statements and returns along with prescribed forms, filings and annexures under t}le Income tax Act, 196r, Customs laws, Goods and Service tax laws and ot}ter tax laws, and to claim refunds and/or credit for taxes paid (including tax deducted at source) and for matters incidental thereto, if required to give effect to the provisions of the Scheme.
4.8 Any tax liabilities under the Income tax Act, 196r, Custotrrs laws, Director General of Foreign Trade (DGFI), Goods and Service tax laus and other tax laws or other applicable laws/regulations dealing with taxes/duties/levies of the Transferor Company to the extent not provided for or covered by tax provision in the accounts made as on the date immediately preceding tle Appointed Date shall be nansferred to the Transferee Compary.
4.9 Aly refund, under the Income taxAct, 196r, Customs laws, Goods ald Service tax laws and otler tax laws or other applicable laws/regulations dealinS with taxes/duties/levies due to Transferor Company consequent to tle assessment made on Transferor Company and for which no credit is taken in t}le accounts as on t}le date immediately preceding the Appointed Date sha-tl also belong to and be received by the Transferee Company upon this Scheme becoming effective.
4.to Without prejudice to the generality of the above, all benefits, incentives, losses, credits (including, without limitation income tax, tax deducted at source, Goods and Service tax, etc.) to which the Transferor Company is entitled to in terms of applicable laws, shall be available to and vest in the Transferee Company, upon tltis Scheme coming into effect, In particular, any MAT credit available to the Transferor Company shall get trarsferred to and be available to t}te Transferee Company for being carried forward and being off against tax on future taxable income

. -.t 3 L1 a/ 4 ree Company is expressly permitted to fiJe/revise their income and Service tax, Custom, VAT and other statutory returns, to the Scheme becoming effective, notwithstanding that the 4ax co

Pate 9 of 15

period for filing/ revising such retums may have lapsed. The Ttansferee Company is expressly permitted to amend TDSICS anct ot]er statutory certificates and shall have the right to claim refunds, advance tax credits, set offs and adjustments relating to their respective incomes / traasactions from the Appointed Date. It is specifically declared that the taxes/duties paid by Transferor Compaay with ef{ect from the Appointed Date shall be deemed to be the taxes/ duties paid by ttre Transferee Company a.rld the Transferee Company shall be entitled to claim crcdit for such taxes deducted / paid against its tax/ duty liabilities notwithstanding that the certifcates/ challans or otler documents for payment of such taxes/duties arc in the name of the Transferor Company.

5) CoNTRACTS, DEEDS, APPROVAT.S, EXEMPTTONS, ErC.

5.1 Upon the coming into effect ofthis Scheme and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, schemes, insurance policies, indemnities, guarantees, arrangements and other irsEuments, whether pertainitrg to immovable properties or otherwise of whatsoever nature to which the Transferor Company is a party or to the benefit of \dhich the Ttansferor Company may be eligible, and which are subsisting or have effect immed.iately before the Effective Date, shall continue in firll force and effect on or against or in favor of, as the case may be, Transferee Company and may be enforced as firlly and effectually as if, instead of t}re Transferor Company, the Trarsferee Company had been a parqr or beneficiary or obligee thereto or there under.
For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into efiect of this Scheme, all consents, IErmissions, licenses, certificates, clearances, authorities, power of attorney given by, issued to or executed in favor of the Ttansferor Company shall stand transferred to Transferee Company, as if t}le same were originally given by, issued to or executed in favour of the Tiansferee Company and the Tramferee Company shall be bouad by the terms thereof, the obligations and duties there under, and the rights arrd benefits under the same shall be available to Ttansfere€ Company. Transferee Company shall make applications and do all such acts or things which may be necessary to obtain relevant approvals from the concemed Governmental Authorities as may be necessary in this behalf.
Transferee Company, at any time after the Scheme becoming effective in accordance with the provisioru hereof, if so required under any law or otherwise, will execute deeds of confirmation or other writin$ or a[angements with any party to any contract or arrangement to which the Transferor Company is a party in order to give formal effect to the above provisions. The Transferee Company shall, under t}le provisions of this , be deemed to be authorized to execute any such writings on behalf the Transferor Compatry and to carry out or perform all such formalities or pliances, referred to above, on behalf of the Transferor Company. 5.3 ,i,.. a

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6) LEGAL PROCEEDINGS

6.t All legal proceedings of whatso€ver nature by or against the Transferor Companypending and/ or arising on or after the Appointed Date and relating to the Transferor Company shall not abate or be discontinued or be in any way prejudicially affected by reason of the Scheme or by anlthing contained in this Scheme but shall be continued and enforced by or against Transferee Company in the manner and to t}le same extent as would or might have been continued and enforced by or against t}re Transferor Company, if t}lis Scheme had not been made.
6.2 Tiansferce Company undertakes to have all legal or other proceedings initiated by or against tle Ttansferor Company referred to in Clause 6.r above transferred itr its name respectively and to have the same continued, prosecuted ald enforced by or against TFansferee Company to the same extent as would or mitht have been continued and enforced by or agaimt the Transferor Company, to the exclusion of the Trarsferor CrmpaEy.

7) STAFF AND EMPIOYEFS

7.1 On the Scheme becoming effeaive, all employees of the Transferor Company in service on tJre Effective Date shall be deemed to have become employees of Transferee Company with effect fmm the Appointed Date without any brea.k, discontinuance or intemrption in their service and on the basis of continuity of sewice, and the terms and conditions oftleir employment wit}t Transferee Company shall not be less favourable than those applicable to them with reference to the Transferor Company on the Effective Date. Transferee Company further agrees that for tle purpose of payment of arly retirement benefit / compensation, such immediate uninterrupted past servicts with the Transfercr Compary shall also be ta-ken into account.
In so far as the existing provident fund, gratuity fund and pension arld/ or superannuation fund, trusts, retircment fund orbenefits and anyotherfunds or benefits (collectively referred to as the "Funds") ueated by the Transferor Company, the Funds and such of t}re investments made by t}re Funtis which p€rtains/ relates to the employees of tlle Transferor Company shall be uansferred to Transferee Company and shall be held for their benefit pusuant to this Scheme in the manner provided hereinafter. The Funds sha.ll, subject to tle necessary approvals and permissions and at the discretion of Transferee Company, either be continued as separate funds of Transfere€ Company for the benefit of the employees of the Transfemr Company or be uansferred to and merged with other similar funds, if any, of Transferee Company.

8) CONDUCT OF BUSINESS I.'NTIL THE EFFECTIVE DATE

with effect from the Appointed Date and up to a-nd including the Effective Date:

PaSe u of ts

8.r The Transferor Company undertake to preserve and carry on their business, with reasonable diligeuce and business prudence aad shall not undertake finaacial mmmitrnents or sell, transfer, alienate, charge, mortgage, or encumber or otherwise deal with or dispose of any undertaking or any part tlereof save and except in each case:
- (a) if the same is in its ordinary course of business as carried on by it as on the date offiling this Scheme with the NCLT(s); or
- (b) if the same is exprrssly permitted by this Scheme; or
- (c) if the prior written consent of t}re Board of Directors of Transferee Company has been obtained.
8.2 The Transferor Company shall carry on and be deemed to have carried on all business and activities and shall stand possessed of all the assets, rights, title and inter€st of the Transferor Compaly for and on account of, and in trust for Transferee Company.
8.3 All profits and cash accruing to or losses arising or incurred (including the effect of taxes if any thereon), by the Transferor Company, respectively, shall for all purposes, b€ treated as the pmfits/ cash, taxes or losses of Transferee Company.

9) SAVING OF CONCLTJDED TRANSACIIONS

9.1 The transfer and vesting of the assets, liabilities and obligations pertaining /relating to tle Transferor Company, puNuant to this Scheme, and the contiuuance of the proceedings by or against Tiansferee Company, under Clause 6 hereof shall not affect any transactions or proceedings a.lready completed by the Transferor C,ompany, on and after the Appointed Date to t}le end and intent tlat Tralsferee Company accepts all acts, deeds and things done and executed by and/ or on behalf of tle Ttansferor Company, as acts, deeds and things done and executed by and on behalf of Transferee Compaay.

10) COMBINATION OF AUTHORISED SIIARE CAPTTAL

r. On coming into effect of this Scheme, the Authorized Share Capital of the Tmrsferor Company of INR 45,oo,ooo/- ( Rupees Forty Five Iakhs only) consisting of4,5o,ooo (Four lakhs Fifty Thousand) equity shares of INR ro/ each shall be added to the Authorized Share Capital of t}re Transferee Company and the Authorized Share Capital of the Transferee Company shall stand enhanc€d to INR So,45,oo,ooo/- (Fifty Crore Forty Fiye ta]<hs only) consisting of4,5o,ooo( Four lakhs Fifty Thousand) equity shares of INR ro each, z5,oo,oo,ooo (Twenty Five Crores only) Equity shares of INR r each and z5,oo,oo,ooo (fwenty Five Crores only) Preference shares of INR I each without any act or deed on part of the Transferee Company including payment of stamp duty and Registrar of Compades' Fee.

It is hereby clarified that for the purposes of this clause, the consent of t}le Transferee Company to t}lis scheme shall be deemed to be sufficient for the

Pag€ 12 ofts

purposes of effecting this amendment and that no further resolutions under Sections 13, t4 and 61 of the Companies Act, 2ot3 or irny other applicable provisions of this Act, woutd be required to be separately passecl by the Transferee Company.

1o.3 It is further clarified that upon the increase ofthe autlorized share capital of tJle Transferee Company, pursuant to this Scheme, the fees and duties paid by Ttansferor Company for its auttrorized share capita.l shall be considered as fees and duties paid by the Transferee Company in respect of such autlorized share capital, and no further fees and duties including stamp duty shalt be payable by tle Transferee Company in respect of such increase in t}le Authorized share capital to that extent.
1o.4 It is clarified tlat the approval of the members ofthe Transferee Company to the Scheme shall be deemed to be their consent/approya.l also to the alteration of the Memorandum OfAssociation of the Transferee Company as may be required under the Act, and Clause V(rXa) of the Memorandum of Association of the Transferee Company shall respectively stand substituted by virtue of the Scheme to read as follows

Clause V(lXa) ofthe Memorandu.m ofAssociation ofthe Tiarsfer€e Company:

The Authorised Share Capital of the Company is Rs. 5o,45,oo,ooo (Rup€es Fifty Crores Forty Five lakhs Only) comprising of:

(a) Rs. 25,oo,oo,ooo (Rupees Twenty Five Crore only) divided into 25,oo,oo,ooo equity sha-res ofRe. r each;
O) Rs. 45,oo,ooo (Rupees Forty Five Iakhs only) divided into 4,So,ooo equity shares of Rs. to each; a-nd
(c) Rs. 25,oo,oo,ooo (Rupees Twenty Five Crore only) divided into 25,oo,oo,ooo preference sharcs ofRe. r each

with power to increase or reduce tie capital ofthe Company and to divided the shares in the capital for t}Ie time being into several classes and to attach tlereto respectively such preferential, deferred, qualified or speciat rithts, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modiry, amaltamate or abrogate any such rights, privileges or conditions in such manner as may be for the time being provided by the Artictes ofAssociation of the Compary.

PART - TII

CONSIDERATION FOR AMAI,GAMAT.ION AND ACCOT'NTTNG TREATMENT

1r) CONSIDERATION

PaBe 13 of15

11.1 Sincc tlre entire issued, subscribed company is herd by the a.-.r.-o oto uo share capital of the Traasferor considerationshaub"o"r"br;;r;fi "?;'#'#Y; jfJ:il:ffi ,:: company into Tiansferee company. Accordingty, there shal be no issue of shares by the Transferee Company upon coming into effect of this Scheme, and the shares ofthe Transferor Co in electronic form shall "r,o,ouo-'-* toether held in physica.l forrn or without any further act, deed, instn: stand cancelled and extinguished lment, matter or thing.
71-2 Further, upon coming into effect ofttris Scheme, the investme[t in the shares of t}te Transferor Company, appearing Transferee in the books of account of the Company, sha.ll stand cancelled.

ACCOIINTING :TREAIMENT I,2)

Upon the coming into effect of this Scheme, t}le amalgamation of the Transferor compary with the Ttansferee company shall be"a;;;. ^ per Appendix C to tJre "Indiaa Ar Business combination", pr"r..ibud , "ounting standard (Ind As) 1o3 for Act 2013 as notified under the *rrnder the section 43 ofthe companies RuJes, zor5, as mayb" "-".d"d fro;T]:'.*.j' Accountins standard) 12-L

PART - IV

13) APPIJCATION TO TIIE NCLT

13.1 Transferor Company and Transferee Compaay shall, with all reasonable dispatch, make necessary applications to the NCLT pursuant to ,*"* "r* 232 of the Act, for convening and/or seehrrg "*".ption to _n""r" rnl"** of shareholders and creditors, for sanctioning arrd carrying out ofthis Scheme and for consequetrt dissolution ofil andsharrappryroran."o*."":;'ilff;;-T"l:HHTH**

14) MODIFICATIONS/AMENDMENIS TO TI{E SCHEME

14.7 Transferor Company and Transferr Directorsmayassent,"-r.;:rTJr'#'**",T:;Ttr#",,"l,7 any conditions or limitations that tl desirable de€m nt to direct or,-*"" ;,;?;::ff: il,"jffi:ilX"H or appropriate by them (i.e. the Board of Directom). Tlansfemr Company aad Transferee Compaay by their respective Board ;";;; " and are hereby authorized to tale all orpropertoresorveanydoubts,""" j,:I"f fi ff ::;*Ty;i:#l whether by reason of any directive otherwise howsoever *.,;, ;;;;; ;::ffi I#J;I:;:1"Jn:: any matter concerned or connected therewith.

DISSOLUTION OF ITANSFEROR COMPANY

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15.r On the Scheme becoming effective, the Transferor Company shall stand dissolved without being wouud up.

16) CONDIIIONALIry OF THE SCHEME

This Scheme is and shall be conditional upon and subject to:

r7.1 The Scheme being approved by the requisite majorities in number and va.lue of such classes of persons inclucling the members and/or creditors of the Transferor Company as prescribed under the Act and as may be directed by the NCLT or any other appropriate authority as may be applicable.
17-2 The sanction of this Scheme by the NCLT or any other appropriate autlority under Sections 23o-z3z and other applicable provisions, ifany ofthe Act in favor of Transferor Company and Transferee Company.
t7.j Certified or autlenticated copy of the Order of the NCLT sanctioning the Scheme being filed with the Registrar of Companies, pune and Registrar of Companies, Mumbai by Tralsferor Company and Transferee Company respectively.
17.4 The requisite, mnsent, approval or permission ofthe Ceuual Governmeut or any other statutory or regulatory authority, if any, which by law may be necessary for the implementation of this Scheme.

r8 EFFECT OF NON.RECEIPT OF APPROVAIS

In the event of any of the said sanctions and approvals referred to in any of the preceding clauses not beint obtained and/ or the Scheme not being sanctioned by the NCLT or such other appropriate autlority, if any, this Scheme shall stand revoked, caacelled and be of no effect, save 3nd 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 tiereto and which shall be governed and be preserved or worked out as is specifically provided ia the Scheme or as may otlerwise arise in law and agreed between the resp€ctive parties to this Scheme. Each party shall bear and pay its resp€ctive costs, chartes ald expenses for ald or in connection with the Scheme unless otherwise mutually agreed. 18.1

cosTs, CHARGES AND EXPENSES 19

All costs, charges, taxes including duties, levies and all other expenses, if any (save as exprrssly otherwise agreed) of Transferor Company and Transferee Company arising out of or incuEed in carrying out ald implementing this Scheme and matters i.ucidental thereto shall be borne by Traasferee Company. 19.1