Yuken India Ltd. — Board/Management Information 2021

Sep 6, 2021

	YUKEN INDIA LIMITEDAn ISO 9001:2015 CompanyManufacturers of Oil Hydraulic EquipmentIN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN.CIN: L29150KA1976PLC003017
Regd. Office:	No. 16-C, DoddanekundiIndustrial Area II Phase,Mahadevapura,Bengaluru –560 048.	Factory:	PB No. 5,Koppathimmanahalli Village,Malur-Hosur Main Road, MalurTaluk, Kolar District –563 130.
Phone	+91-9731610341	Phone :	+919845191995
Our Ref No:	YIL/Sec/2021	E-mail:	hmn_rao@yukenindia.com
Date:	06/09/2021	Web:	www.yukenindia.com

To,

National Stock Exchange of India Limited NSE Script Code: YUKEN Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400051

Dear Sir/Madam,

Sub: Compliance under Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Scheme of Amalgamation of Yuflow Engineering Private Limited, a wholly owned subsidiary of the Company, with the Company.

We had earlier by our letter dated 15.04.2021 informed about the approval of the Board of Directors of the Company to the Scheme of Amalgamation between Yuflow Engineering Private Limited ("Yuflow") and the Company ("Scheme"), whereunder Yuflow, a wholly owned subsidiary of the Company, is proposed to be merged with the Company. In compliance with Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the following:

• a) Certified true copy of the Resolution passed by the Board of Directors of the Company approving the Scheme; and
• b) Certified true copy of the draft Scheme.

This is for your information and records.

Thanking you,

Yours faithfully, For Yuken India Limited VINAYAK SHRIDHAR HEGDE Digitally signed by VINAYAK SHRIDHAR HEGDE Date: 2021.09.06 14:48:51 +05'30'

Vinayak Hegde Company Secretary & Compliance Officer

HydraulicsDepend on us	YUKEN INDIA LIMITEDAn ISO 9001:2015 CompanyManufacturers of Oil Hydraulic EquipmentIN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN.CIN: L29150KA1976PLC003017		YIA/ NORD
Regd. Office:	No. 16-C, DoddanekundiIndustrial Area II Phase,Mahadevapura,Bengaluru $-560048$ .	Factory:	PB No. 5,Koppathimmanahalli Village,Malur-Hosur Main Road, MalurTaluk, Kolar District - 563 130.
Phone	+91-9731610341	Phone:	+91 9845191995
Our Ref No:	YIL/Sec/2021	E-mail:Web:	hmn_rao@yukenindia.com
Date	0/05/2021		www.yukenindia.com

EXTRACT OF THE MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF YUKEN INDIA LIMITED ("COMPANY") HELD ON THURSDAY, 15TH APRIL, 2021 AT 10.00 AM, CONVENED THROUGH VIDEO CONFERENCE MODE HOSTED BY MR. VINAYAK HEGDE - COMPANY SECRETARY:

TO DISCUSS AND APPROVE THE SCHEME OF AMALGAMATION OF YUFLOW ENGINEERING PRIVATE LIMITED ("WHOLLY OWNED SUBSIDIARY COMPANY") WITH YUKEN INDIA LIMITED (HEREINAFTER REFERRED TO AS "COMPANY"):

The Chairman informed the Board that keeping in view with the object of consolidation of the business of the Wholly Owned Subsidiary Company with the Company, there was a need to deliberate upon the Scheme of Amalgamation.

The Board discussed on the matter and passed the following resolution:

"RESOLVED THAT pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, National Company Law Tribunal Rules (including any statutory modifications, re-enactment or amendments thereof) and applicable provisions of the Memorandum and Articles of Association of the Company and subject to the sanctioning of the Scheme of Amalgamation between Yuflow Engineering Private Limited and Yuken India Limited by the Hon'ble National Company Law Tribunal, Bengaluru Bench ("NCLT") and subject to such terms and conditions and modification(s), as may be imposed, prescribed or suggested by the NCLT while sanctioning the Scheme of Amalgamation and keeping in mind the larger interests of the Company, consent of the Board be and is hereby accorded for Amalgamation of Yuflow Engineering Private Limited, a wholly owned subsidiary company of Yuken India Limited, having its registered office at B-80, 2nd Cross, 1st Stage, Peenya Industrial Area, Bengaluru- 560058 with Yuken India Limited, wherein Yuflow Engineering Private Limited is proposed to be merged into Yuken India Limited in terms of the Scheme of Amalgamation (A copy of which

was placed before the meeting and initialled by the Chairman thereof for the purpose of identification).

"RESOLVED FURTHER THAT Mr. C P Rangachar - Managing Director or Mr. H M Narasinga Rao - CFO & VP Finance or Mr. Vinayak Hegde - Company Secretary or any other person(s) authorised by the Board of Directors be and is hereby authorized to do all such acts deeds and things as may be required to give effect to the Scheme of Amalgamation and to carry out such alterations or modifications in the Scheme of Amalgamation as may be imposed by the NCLT while sanctioning the Scheme of Amalgamation."

"RESOLVED FURTHER THAT Mr. C P Rangachar - Managing Director or Mr. H M Narasinga Rao - CFO & VP Finance or Mr. Vinayak Hegde - Company Secretary or any other person(s) authorised by the Board of Directors, be and are hereby authorized to severally, sign, submit and execute all application/s, petition/s, forms, affidavits, returns, deeds and documents for and on behalf of the Company in relation to and in connection with the filing of the Scheme of Amalgamation between Yuflow Engineering Private Limited and Yuken India Limited before the NCLT."

"FURTHER RESOLVED THAT Mr. Mr. C P Rangachar - Managing Director or Mr. H M Narasinga Rao - CFO & VP Finance or Mr. Vinayak Hegde - Company Secretary is hereby authorised to appoint an Advocate or any other professional, to represent before the NCLT or such authorities as maybe required for obtaining consent for the proposed merger and authorize to take all necessary steps on behalf of the Company as may be required in this regard."

"RESOLVED FURTHER THAT Mr. C P Rangachar - Managing Director or Mr. Vinayak Hegde - Company Secretary be and is hereby authorized to authenticate the resolution for furnishing whoever requires it."

IND7 CERTIFIED TRUF COPY For YUKEN INDIA LIMITED VINAYAK HEGI Vinayak Heade

$UR-563$

Company Secretary M No. 48364

SCHEME OF AMALGAMATION

$OF$

YUFLOW ENGINEERING PRIVATE LIMITED

WITH

YUKEN INDIA LIMITED

Under Sections 230 to 232 of the Companies Act, 2013

This Scheme of Amalgamation ("the Scheme") is presented under Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, for amalgamation of YUFLOW ENGINEERING PRIVATE LIMITED with YUKEN INDIA LIMITED

The Scheme is divided into following parts:

• $\mathbf{i}$ Part A - dealing with definitions, date of taking effect and operative date and share capital;
• Part B dealing with the amalgamation of YUFLOW ENGINEERING $ii)$ PRIVATE LIMITED with YUKEN INDIA LIMITED; and
• iii) Part C - dealing with general terms and conditions.

$\mathbf{1}$ . RATIONALE FOR AMALGAMATION

$1.1$ Yuflow Engineering Private Limited ("Transferor Company") is a wholly owned subsidiary of Yuken India Limited ("Transferee Company"). The Transferor Company is incorporated under the provisions of the Companies Act, 1956 and is, inter alia, engaged in the business of manufacturers, assemblers, importers and exporters, buyers and sellers of various hydraulics Cylinders, hydraulic and fluid powered motors, pumps,

Certified True Copy

control valves, winches, gear boxes and other related industrial fluid power, electrical, electronic and mechanical engineering products, equipment, spare parts and accessories. The Transferee Company is incorporated under the provisions of the Companies Act, 1956 and is, inter alia, engaged in the business of design, manufacture, sale and servicing of hydraulic equipment like pumps, valves, power packs, machinery, components and accessories for various applications.

• $1.2$ The Boards of the Transferor Company and the Transferee Company discussed and deliberated upon the Companies' business profiles and concluded that as the business of the Companies is similar and compliments each other, it is in the best interest of the Companies to amalgamate the Transferor Company with its parent company i.e. the Transferee Company which would inter alia provide the following benefits to the stakeholders of the said Companies:
  • a. Improve organizational capability and leadership, arising from the pooling of human capital that has the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.
  • b. Greater integration, consolidation of business operations and greater financial strength & flexibility for the Transferee Company, which would result in maximizing overall shareholder value, and will improve the competitive position of the combined entity.
  • c. Greater efficiency in cash management of the Transferee Company, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value.
  • d. Simplification of the group structure.
  • e. Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, greater synergy between the products and services of the two companies and the elimination of duplication, and rationalization of

administrative expenses.

• f. Optimal utilisation of resources and better administration and reduction of cost.
• g. Achieving economies of scale:
• $\checkmark$ Operations: through more focused operational efforts, standardization and simplification of business processes:
• $\checkmark$ Administration: elimination of duplication, rationalization and better monitoring of administrative expenses.
• $1.3$ Accordingly, the respective Boards of the Transferor Company and the Transferee Company have formulated this Scheme for the transfer and vesting of the entire Assets and Liabilities of Transferor Company with and into the Transferee Company pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013.

PARTA

1. DEFINITIONS

In this Scheme, unless inconsistent with the subject or the context, the following expressions shall have the following meaning:

• "Act" means the Companies Act, 2013 and applicable rules made $1.1$ thereunder and includes any amendments, statutory re-enactments and modifications thereof for the time being in force.
• $1.2$ "Appointed Date" means April 01, 2021 or such other date as the NCLT may direct.
• "Assets" shall mean all the business, undertakings, estates, assets, 1.3 properties, rights, titles and interests of whatsoever nature and kind and wheresoever situated (in India or abroad), of the Transferor Company as on the Appointed Date and thereafter, including but not limited to-

• $\mathbf{i}$ . all assets, moveable and immoveable, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, present or contingent of whatever nature and wheresoever situate, free hold or lease hold, fixed or current, including capital works in progress, computers & telecommunication equipment's, computer hardware, software and programmes, plant & machinery, office equipment's, furniture & fixtures, vehicles, sundry debtors, cash & bank balances, loans & advances, deposits, deposits, buildings, godowns, warehouses, offices, inventories, bills of exchange, peripherals and accessories, receivables, carry forward Income Tax losses, Cenvat credits of input service tax, Central Excise Duty, & Countervailing duty of Customs, VAT/GST credits, Minimum Alternate Tax (MAT) credit entitlements and all other future tax input credits as applicable, investments, goodwill, investment in shares, debentures, bonds, mutual funds etc.,
• ii. all the registrations, permits, quotas, rights, entitlements, industrial and other licenses held by the Transferor Company, concessions, exemptions, no-objection certificates and certifications, incentives, reserves, deposits, provisions, funds, subsidies, grants, tax credits, approvals, authorisations, consents, tenancies, roof rights, trademarks, service marks, patents, copyrights, all intellectual property rights and licenses there-under, know-how, technical know-how, permits, designs, patterns, inventions, leasehold rights, leases, tenancy rights privileges, trade names, descriptions, trading style, franchises, labels, label designs, colour schemes, utility models, holograms, bar codes, all other rights, benefits and entitlements including sales tax deferrals and other benefits, lease rights (including the benefit of any applications made thereof), powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections, e-mail connections, communication facilities and installations, utilities, electricity and other services, provisions, funds, benefits of all agreements, contracts and arrangements including lease rights, benefits under letter of credit, guarantees, letters of comfort etc. issued for the benefit of the Transferor Company, benefits under government schemes, deferred tax benefits and other benefits

accruing on account of past expenditure and all such other interests/benefits;

• all earnest moneys and/or security deposits; iii.
• all records, files, papers, engineering and process information, iv. manuals, data, catalogues, quotations, sales and advertising materials, list of present and former customers and suppliers, customer credit information, customer pricing information and all other records pertaining to business.
• "Board" means the Board of Directors of the respective Companies. $14$
• "Companies" means both the Transferor Company and Transferee 1.5 Company.
• "Effective Date" means the date on which the certified copies of the orders $1.6$ of the Hon'ble NCLT under Sections 230 to 232 of the Act are filed with the jurisdictional Registrar of Companies; References in this Scheme to the date of "coming into effect of this Scheme" or "becoming effective" or "effectiveness of this Scheme" shall mean the Effective Date.
• "Liabilities" shall mean all the debts, secured and unsecured loans, 1.7 liabilities, responsibilities, guarantees, obligations, provisions and duties of the Transferor Company, including all obligations of whatsoever kind including liabilities for any debentures issued, payment of gratuity, pension benefits, leave, provident fund, sales tax/VAT, service tax, Goods and Services Tax and other statutory dues as on the Appointed Date and thereafter.
• "National Company Law Tribunal" or "NCLT" shall mean the National 1.8 Company Law Tribunal at Bangalore having jurisdiction over the Transferee Company and Transferor Company having powers to approve the Scheme under Section 230 to 232 of the Act.
• "Scheme" or "The Scheme" or "this Scheme" " means this Scheme of 1.9

Amalgamation in its present form or with any modification(s) made under Clause 14 hereof, as approved or directed by the Hon'ble NCLT.

• "Transferee Company" means and refers to Yuken India Limited, a 1.10 company incorporated under the provisions of Companies Act, 1956 and having its registered office at No.16-C, Doddanekundi Industrial area, II Phase, Mahadevapura, Bangalore-560048.
• "Transferor Company" means and refers to Yuflow Engineering Private 1.11 Limited, a company registered under the provisions of Companies Act, 1956 and having its registered office at No. B-80 2nd cross, 1st Stage, Peenya industrial area, Bangalore-560058.

DATE OF TAKING EFFECT AND OPERATIVE DATE $2.$

$2.1$ The Scheme set out herein in its present form or with any modification(s) and amendment(s) made under Clause 14 of the Scheme shall be effective from the Appointed Date but shall be operative from the Effective Date.

$3.$ SHARE CAPITAL

Based on the latest audited balance sheet as on 31st March 2020, the share $3.1$ capital of the Transferor Company is as under:

Equity Share Capital
Authorised Capital	Amount $(Rs.)$
Equity Share Capital	$2,00,00,000/$ -
20,00,000 equity shares of $Rs.10/-$
Issued, Subscribed & Paid-up Capital	Amount (Rs.)
20,00,000 equity shares of Rs.10/-fully paid up	$2,00,00,000/$ -

There is no change in the capital structure of the Transferor Company after 31st March 2020 till the date of this Scheme being approved by its Board.

Based on the latest audited balance sheet as on 31st March 2020, the share $3.2$ capital of the Transferee Company is as under:

Equity Share Capital
Authorised Capital	Amount (Rs.)
Equity Share Capital	$15,00,00,000/$ -
1,50,00,000 equity shares of Rs.10/-each
Issued, Subscribed & Paid-up Capital	Amount (Rs.)
$1,20,00,000$ equity shares of Rs.10/- each fully	$12,00,00,000/$ -
paid up

There is no change in the capital structure of the Transferee Company after 31st March 2020 till the date of this Scheme being approved by its Board.

PART B

AMALGAMATION OF THE TRANSFEROR COMPANY INTO THE TRANSFEREE COMPANY

$\overline{4}$ . TRANSFER AND VESTING

• 4.1 Upon coming into effect of this Scheme, pursuant to Sections 230 and with effect from the Appointed Date -
  • All Assets of the Transferor Company on the Appointed Date shall, $(i)$ without any further act, instrument or deed and pursuant to Sections 230-232 of the Act be transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company on a going concern basis, so as to become the business, undertaking, estate, assets, properties, right, title and interest of the Transferee Company but subject to all charges, liens, mortgages, if any, then affecting the same or part thereof.
  • All Liabilities of the Transferor Company, including but not limited $(ii)$ to the debentures issued, as on the Appointed Date shall also stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company on a going concern basis, without any further act or deed so as to become the liabilities, debts, duties, obligations, dues, loans and responsibilities of the Transferee Company on the same terms and conditions as was applicable to the

Transferor Company. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, loans, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Scheme

PROVIDED ALWAYS THAT this Scheme shall not operate to enlarge the security for any loan, deposit or facility created by or available to the Transferor Company which shall vest in the Transferee Company, by virtue of this Scheme and the Transferee Company shall not be obliged to create any further or additional security there for after this Scheme has become effective or otherwise.

• In respect to the assets of the Transferor Company that are movable $(iii)$ in nature or are otherwise capable of transfer by delivery or by endorsement and delivery, the same shall stand transferred without requiring any further deed or instrument of conveyance for transfer of the same, and shall become property of the Transferee Company.
• In respect of such of the assets of the Transferor Company other than $(iv)$ those referred to in sub-clause (iii) above, the same shall, as more particularly provided in sub-clause (i) above, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company on and from the Appointed Date.
• Any statutory and other licenses, registrations, permissions, $(v)$ approvals or consents issued to carry on the operations including quality certifications of the Transferor Company, if any, shall stand vested in or transferred to the Transferee Company without any further act or deed and shall be appropriately mutated by the statutory and other authorities concerned in favour of the Transferee Company upon the Scheme becoming effective. Further, any applications filed in the name of Transferor Company for registration of its intellectual properties before the concerned statutory authorities shall be deemed to be substituted in the name

of the Transferee Company without any further act or deed. The benefit of all such statutory and regulatory permissions, licenses, environmental approvals and consents, tax registrations, customs authorities, service tax authorities or other licenses, permissions and consents shall vest in and become available to the Transferee Company pursuant to this Scheme.

5. CONTRACTS, DEEDS, APPROVALS AND OTHER INSTRUMENTS

• $5.1$ Subject to other provisions contained in this Scheme, all contracts, deeds, bonds, agreements and other instruments writings and benefits of whatever nature to which the Transferor Company is a party, subsisting or having effect immediately before the Effective Date shall be in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectively as if instead of the Transferor Company, the Transferee Company had been the party thereto. All such agreements from the Appointed Date shall be deemed to have been executed between the Transferee Company which shall be entitled to exercise all such rights as were vested with the Transferor Company under such agreements.
• 5.2 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Assets and Liabilities occurs by virtue of this Scheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement to which the Transferor Company 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 shall, under the provisions of Part B of this Scheme, be deemed to be authorised to execute any such writings as a successor of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.
• 5.3 Any statutory and other licenses, registrations, permissions, approvals or consents issued to carry on the operations including quality certifications of the Transferor Company, if any, shall stand vested in or transferred to

the Transferee Company without any further act or deed and shall be appropriately mutated by the statutory and other authorities concerned in favour of the Transferee Company upon the Scheme becoming effective. Further, any applications filed in the name of Transferor Company for registration of its intellectual properties before the concerned statutory authorities shall be deemed to be substituted in the name of the Transferee Company without any further act or deed. The benefit of all such statutory and regulatory permissions, licenses, environmental approvals and consents, tax registrations, customs authorities, service tax authorities or other licenses, permissions and consents shall vest in and become available to the Transferee Company pursuant to this Scheme.

5.4 Without prejudice to the above provisions, with effect from the Appointed Date, all transactions solely between the Transferor Company and the Transferee Company, if any, that have not been completed, shall stand cancelled.

6. TREATMENT OF EMPLOYEES

• On the Scheme becoming effective, all permanent employees of the 6.1 Transferor Company, who are in service on the date immediately preceding the Effective Date shall become the employees of the Transferee Company, without any break or interruption in their services, on same terms and conditions on which they are engaged as on the Effective Date and shall in no event be less favourable than those applicable to them respectively prior to the Effective Date. The Transferee Company further agrees that for the purpose of retrenchment or payment of any retirement benefit / compensation, gratuity or superannuation, such immediate uninterrupted past services with the Transferor Company shall also be taken into account.
• 6.2 The accounts / funds of the employees whose services are transferred under Clause 6.1 above, relating to superannuation, provident fund and gratuity fund shall be identified, determined and transferred to the respective trusts / funds of the Transferee Company and such employees shall be deemed to have become members of such trusts / funds of the Transferee Company. Pending the transfer as aforesaid, the account/ funds dues of the permanent employees of the Transferor Company would be

continued to be deposited in the existing accounts / funds of the Transferor Company. It is clarified that upon transfer of the aforesaid funds to the respective funds of the Transferee Company, the existing trusts created for such funds by the Transferor Company shall stand dissolved.

6.3 Transferee Company undertakes to continue to abide $bv$ any agreement(s)/settlement(s) entered into with any labour unions/ permanent employees by the Transferor Company. Transferee Company agrees that for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits, the past services of such permanent employees with Transferor Company shall also be taken into account, and agrees and undertakes to pay the same as and when payable.

7. TRANSACTIONS BETWEEN THE APPOINTED DATE AND EFFECTIVE DATE:

• $7.1$ With effect from the Appointed Date and upto and including the Effective Date-
  • $(i)$ the Transferor Company shall be deemed to have been carrying on and shall carry on its business and activities and stand possessed of the properties so to be transferred, for and on account of and in trust for the Transferee Company, including but without limitation payment of advance income tax and subsequent instalments of income tax, sales tax, excise and other statutory levies, etc.
  • all incomes, profits, benefits and incentives accruing to the $(ii)$ Transferor Company or losses arising or incurred by it relating to the Assets shall, for all purposes, be treated as the incomes, profits, benefits and incentives or losses, as the case may be, of the Transferee Company; and
  • the Transferee Company shall have the right to claim refund of $(iii)$ payment of the taxes arising on account of transactions entered into between the Transferor Company and the Transferee Company between the Appointed Date and the Effective Date.

• $7.2$ The Transferor Company hereby undertakes, from the Appointed Date upto and including the Effective Date -
  • $(i)$ to carry on its business with reasonable diligence and business prudence and not to borrow alienate, charge, mortgage, encumber or otherwise deal with or dispose of the Assets or any part thereof, or to undertake any new business or a substantial expansion of its existing business except with the prior written consent of the Transferee Company.
  • to carry on and be deemed to have been carrying on its business and $(ii)$ activities and shall stand possessed of and hold all of its properties and assets for and on account of and in trust for the Transferee Company. The Transferor Company hereby undertakes to hold the assets with utmost prudence until the Effective Date.

8. LEGAL PROCEEDINGS

• 8.1 If any legal, taxation or other proceedings of whatever nature by or against the Transferor Company be pending on the Appointed Date, the same shall not abate or be discontinued or be in any way prejudicially affected by reason of the amalgamation by anything contained in this Scheme, but the said legal, taxation or other proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company as if this Scheme had not been made.
• 8.2 The Transferee Company shall have all legal, taxation or other proceedings initiated by or against the Transferor Company referred to in Clause 8.1 above transferred to its name as soon as is reasonably possible after the Appointed Date and to have the same continued, prosecuted and enforced by or against the Transferee Company, as a successor of the Transferor Company.

PART C

9. CONSIDERATION

• 9.1 The Transferor Company is a wholly owned subsidiary of the Transferee Company. Accordingly, upon the Scheme becoming effective, no consideration shall be payable pursuant to the amalgamation of the Transferor Company into the Transferee Company and the investments in the shares of the Transferor Company, appearing in the books of the Transferee Company stand cancelled without any further act, application or deed.
• 9.2 Upon the Scheme becoming effective, the authorized share capital of the Transferor Company shall stand combined with the authorized share capital of the Transferee Company. The Transferee Company shall pay the prescribed fees due on the revised capital as required under Sections 230 to 232 of the Act. However the fee, if any, paid by the Transferor Company on its authorised capital prior to amalgamation with the Transferee Company shall be set-off against the fees payable by the Transferee Company on its authorised capital enhanced by the amalgamation.
• 9.3 Upon the coming into effect of this Scheme, the authorized share capital of the Transferee Company shall stand increased to Rs.17,00,00,000/- (Rupees Seventeen Crore only) divided into 1,70,00,000 (One crore Seventy Lakh) Equity Shares of Rs. 10/-each.

Accordingly, upon the Scheme becoming effective Clause V of the Memorandum of Association of the Transferee Company will read as follows:

V. "The Authorized Share Capital of the Company is Rs.17,00,00,000/-(Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each"

9.4 The approval of this Scheme by the shareholders of the Transferee Company under Sections 230 to 232 of the Act, whether at a meeting or otherwise, shall be deemed to have the approval under Sections 4, 13, 61 and other applicable provisions of the Act and any other consents and approvals as may be required in this regard for the alteration of the

memorandum of association as mentioned above.

ACCOUNTING TREATMENT 10.

• $10.1$ Amalgamation of the Transferor Company with the Transferee Company shall be accounted in the books of the Transferee Company by way of an as per "Pooling of Interests Method" under Appendix of Ind- AS 103 (Accounting for Business Combinations) and any other relevant Indian Accounting Standard prescribed under Section 133 of the Act.
• $10.2$ All assets and liabilities of the Transferor Company shall be recorded in the financial statements of the Transferee Company at the carrying value as appearing in the financial statements of the Transferor Company in accordance with Appendix C of Ind - AS 103.
• 10.3 The identity of the reserves pertaining to the Transferor Companies shall be preserved and shall appear in the merged financial statements of Transferee Company and it shall be aggregated with the corresponding balance appearing in the financial statements of Transferee Company in accordance with Appendix C of Ind-AS 103.
• The investments in shares of the Transferor Company, as appearing, inter alia 10.4 in the books of the Transferee Company shall stand cancelled.
• 10.5 To the extent that there are inter-company loans, deposits, obligations, balances or other outstanding including any interest thereon, as between the Transferor Company and the Transferee Company as the case may be, the obligations in respect thereof shall come to an end and there shall be no liability in that behalf and corresponding effect shall be given in the books of accounts and records of the Transferee Company for the reduction of such assets or liabilities as the case may be.
• 10.6 The excess/deficit of the value of the assets over the value of liabilities of the Transferor Company, pursuant to Amalgamation of the Transferor Company with and into the Transferee Company, as recorded in the books of accounts of the Transferee Company shall, after adjusting as above, be recorded as 'Capital Reserve' in the books of the Transferee Company.

In case of any difference in the accounting policy between the Transferor 10.7 Company and the Transferee Company, the accounting policies followed by the Transferee Company will prevail and difference shall be adjusted in retained earnings of the Transferee Company, to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy.

11. TAX TREATMENT

• 11.1 Any tax liabilities and rights or benefits under the Income-tax Act, 1961. Central Goods and Services Tax Act, 2017, Wealth Tax Act, 1957, Customs Act, 1962, Central Excise Act, 1944, Central Sales Tax Act, 1956, any other State Sales Tax / Value Added Tax laws, Service Tax, stamp laws as amended from time to time or other applicable laws/ regulations (hereinafter in this clause referred to as "Tax Laws") dealing with taxes/ duties/ levies allocable or related to the business 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 the Appointed Date shall be transferred to Transferee Company.
• 11.2 All taxes (including income tax, Goods and Services tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT, etc.) paid or payable by the Transferor Company in respect of the operations and/or the profits of the business on and from the Appointed Date, shall be on account of the Transferee Company and, insofar as it relates to the tax payment (including without limitation income tax, Goods and Services tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Company in respect of the profits or activities or operation of the business on and from the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company, and, shall, in all proceedings, be dealt with accordingly.
• 11.3 Any refund under the Tax Laws received by $/$ due to the Transferor Company consequent to the assessments made on the Transferor Company subsequent to the Appointed Date and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall

also belong to and be received by the Transferee Company.

11.4 Without prejudice to the generality of the above, all benefits including under the income tax, sales tax, excise duty, customs duty, service tax, VAT, etc., to which the Transferor Company are entitled to in terms of the applicable Tax Laws of the Union and State Governments, shall be available to and vest in the Transferee Company.

DISSOLUTION OF THE TRANSFEROR COMPANY $12.$

On the Scheme becoming effective the Transferor Company shall be dissolved 12.1 without being wound up without any further act by the Companies.

13. APPLICATION TO THE HON'BLE NCLT

13.1 The Transferor Company and Transferee Company shall with all reasonable diligence make and pursue applications and petitions before the jurisdictional NCLT for sanctioning of the Scheme under the Section 230 to 232 and other applicable provisions of the Act.

14. MODIFICATION / AMENDMENT TO THE SCHEME

• 14.1 If any part of this Scheme hereof is invalid, ruled illegal by the Hon'ble NCLT or unenforceable under present or future laws, then it is the intention of the Companies that such part shall be severable from the remainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to the Transferor Company or Transferee Company, in which case the Companies shall attempt to bring about a modification in the Scheme, as will best preserve for the Companies the benefits and obligations of the Scheme, including but not limited to such part.
• 14.2 The Transferor Company and the Transferee Company by their respective Boards or any duly authorized committees may make or consent to, on behalf of all persons concerned, any modifications or amendments to the

Scheme or to any conditions or limitations that the Hon'ble NCLT or any other competent authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them or it (i.e. the Board or committee) and solve all difficulties that may arise for carrying out the Scheme and do all acts, deeds and things necessary for putting the Scheme into effect.

14.3 The Board of the respective Companies are authorised to take all necessary steps to give effect to the terms of this Scheme.

15. CONDITIONALITY OF THE SCHEME

• 15.1 The Scheme is conditional upon and subject to the following:
  • $(a)$ Approval of this Scheme by the requisite majority of the members and such classes of persons of the Transferor Company and the Transferee Company as required under applicable laws or as directed by the Hon'ble NCLT:
  • Sanction of the Scheme by the Hon'ble NCLT under Section 230 to 232 $(b)$ of the Act;
  • $(c)$ Certified copy of the orders of the Hon'ble NCLT sanctioning the Scheme being filed with the jurisdictional Registrar of Companies.

16. EFFECT OF NON-RECEIPT OF APPROVALS / SANCTIONS

16.1 In the event of any of the said approvals or conditions referred to in Clause 15 above not being obtained and/ or complied with and/or satisfied and/or confirmation order or orders not being passed by the Hon'ble NCLT as aforesaid by such date as may be mutually agreed upon by the respective Boards of the Transferor Company and the Transferee Company (who are hereby empowered and authorised to agree to and extend the aforesaid period from time to time without any limitations in exercise of their powers through and by their respective delegate(s)), this Scheme shall stand revoked, cancelled and be of no effect.

• 16.2 The Board of Directors of the Transferor Company and the Transferee Company shall be entitled to withdraw this Scheme prior to the Effective Date.
• 16.3 The Boards of the Transferor Company and the Transferee Company shall be entitled to revoke, cancel and declare the Scheme of no effect if they are of the view that the coming into effect of the Scheme with effect from the Appointed Date could have adverse implications on the Transferor Company and/ or the Transferee Company.

17. VALIDITY OF EXISTING RESOLUTIONS, ETC.

17.1 Upon the coming into effect of the Scheme and with effect from the Appointed Date, the resolutions of the Transferor Company as are considered necessary by the Board of Transferee Company which are validly subsisting be considered as resolutions of Transferee Company. If any such resolutions have any monetary limits approved under the provisions of the Act or of any other applicable statutory provisions, then the said limits, as are considered necessary by the Board of Transferee Company, shall be added to the limits, if any, under the like resolutions passed by Transferee Company.

18. SAVING OF CONCLUDED TRANSACTIONS

18.1 The transfer and vesting of the entire Assets and Liabilities of the Transferor Company under Clause 4 above, transfer and continuation of legal proceedings under Clause 8 above and effectiveness of contracts, deeds, approvals and other instruments under Clause 5 above shall not affect any transaction or proceedings already concluded by the Transferor Company on or before the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company in regard thereto, as if done and executed by the Transferee Company on its behalf.

19. COSTS

All costs, charges, taxes including duties, levies and all other expenses, if any 19.1 (save as expressly otherwise agreed) of the Transferor Company and the Transferee Company arising out of or incurred in carrying out and implementing this Scheme or implementation thereof and matters incidental thereto shall be borne by the Transferee Company.

IND For YUKEN INDIA LTD. PER (VINAYAK HEREDE) Authorised Signatory