Zuari Industries Limited — M&A Activity 2022

Apr 25, 2022

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25 April 2022

To,

To, To, BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Sandra- Kurla Complex, Sandra (East) Mumbai - 400 001 Mumbai - 400 051 BSE Scrip Code: 500780 NSE Symbol : ZUARIGLOB

Ref: Disclosure in terms of Regulation 30 and other relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015

Dear Sir/ Madam,

In furtherance to the intimation dated 29 March 2022 and pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, we hereby inform you that Hon'ble National Company Law Tribunal ("NCL T"), Mumbai Bench, vide its order dated 20 April 2022 as made available on the portal of the NCL T on 25 April 2022 has approved the Scheme of Amalgamation between Gobind Sugar Mills Limited ("GSML' / 'Transferor Company') and Zuari Global Limited ("ZGL" / 'Transferee Company') and their respective shareholders and creditors thereof. Please be informed that the said Scheme was already approved by the Hon'ble National Company Law Tribunal ("NCL T"), New Delhi Bench, vide its order dated 28 March 2022, and the same was already intimated to you vide our letter dated 29 March 2022.

The Board of Directors of the Company vide its meeting held on 25 April 2022 has also taken note of the Orders passed by Hon'ble Mumbai and New Delhi Benches as mentioned above.

The disclosures required, under Regulation 37(5) of the LODR Regulations read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated 10 March 2017, are as follows:

1. Copy of the NCL T approving Scheme - Copy of the Order of the Hon'ble National Company Law Tribunal, Mumbai Bench dated 20 April 2022 as made available on the portal of the NCL T on 25 April 2022, is enclosed herewith as Annexure-A;

2. Result of voting by shareholders for approving the Scheme - Pursuant to the Order dated 11 August 2021, passed by the Hon'ble National Company Law Tribunal, Mumbai Bench, a meeting of equity shareholders of the Company was convened on 12 October 2021. In this regard, pursuant to Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith Consolidated Voting results for approving the scheme as Annexure-B;

3. Statement explaining changes, if any, and reasons for such changes carried out in the Approved Scheme of arrangement vis-a-vis the Draft Scheme of arrangement - The Scheme of Amalgamation which was approved by the NCL T is same as the Draft Scheme of

ZUARI GLOBAL LIMITED

CIN No.: L65921GA1967PLC000157 Corp. Off: 5th Floor, Tower.., A, Global Business Park, M. G. Road, Sector 26, Gurugram -122 002, Haryana India

Tel: +91124 482 7800 / +91124 404 3572 Website : www.adventz.com, E-mail: ig.zgl@adventz.com Regd. Off: Jai Kisaan Bhawan, Zuarinagar, Goa - 403726

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Amalgamation which was submitted with the stock exchange(s) for disclosure purposes vide letter(s) dated July 17, 2020 and February 13, 2021 i.e., there is no change in the approved and draft Scheme of Amalgamation;

1. Status of compliance with the Observation Letter or No Objection Letter of the Stock -

Exchange(s) Pursuant to the application filed under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Bombay Stock Exchange, vide its letter no. DCS/AMAL/BA/R37/1877/2020-21 dated January 15, 2021 and the National Stock Exchange of India, vide its letter no. NSE/LIST/24289_111 dated January 15, 2021, has directed the company that the proposed Scheme of Amalgamation between ZGL and GSML and their respective shareholders and creditors should specifically disclose that the 10.5% Non­ Convertible Redeemable Preference Shares of the face value of Rs. 10/- (Rupees Ten) proposed to be issued by ZGL to the equity shareholders of GSML pursuant to clause 5.1 (b) of the Scheme and 7% Non-Convertible Redeemable Preference Share of the face value of Rs. 10/- (Rupees Ten) to be issued by ZGL to the 7% Non-Convertible Redeemable Preference Shareholders of GSML pursuant to clause 5.5 of the Scheme, shall not be listed on any other stock exchange.

Accordingly, insertion of the following Clause No. 5.11 in the Scheme was approved in the meeting of the Board of Directors held on February 13, 2021:

The 10.5% Non-Convertible Redeemable Preference Shares of the face value of Rs. 10/­ (Rupees Ten) proposed to be issued by ZGL to the equity shareholders of GSML pursuant to clause 5. 1 (b) above and 7% Non-Convertible Redeemable Preference Share of the face value of Rs. 10/- (Rupees Ten) to be issued by ZGL to the to the 7% Non-Convertible Redeemable Preference Shareholders of GSML pursuant to clause 5.5 above shall not be listed on NSE, BSE or any other stock exchange(s).

Furthermore, pursuant to insertion of the above Clause, the existing Clauses 5.11 to 5.15 in the Scheme were renumbered as Clause 5.12 to 5.16.

1. The application seeking exemption from Rule 19(2)(b) of SCRR, 1957, wherever -

applicable Not applicable;

1. Report on Complaints as per Annexure Ill of Circular No. CFD/DILJICIR/2017I21 dated March 10, 2017 - No complaints were received.

Kindly take the above information on your records.

Thanking you,

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mited
Laxman Aggarwal
Company Secretary
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ZUARI GLOBAL LIMITED

CIN No.: L65921GA1967PLC000157

Corp. Off: 5th Floor, Tower - A, Global Business Park, M. G. Road, Sector 26, Gurugram - 122 002, Haryana India

Tel: +91124 482 7800 / +91124 404 3572 Website : www.adventz.com, E-mail: ig.zgl@adventz.com Regd. Off: Jai Kisaan Bhawan, Zuarinagar, Goa - 403726

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Annexure - A

IN THE NATIONAL COMPANY LAW TRIBUNAL COURT NO. V, MUMBAI BENCH

CA (CAA)/ 139/ MB/ 2021 Connected With CP(CAA)/ 192/MB/ 2021

In the matter of Sections 230 to 232 and other applicable provisions of Companies Act, 2013 read with rules framed thereunder

And

In the matter of Scheme of Amalgamation between Zuari Global Limited (Transferee Company or ZGL), Gobind Sugar Mills Limited (Transferor Company or GSML) and their respective shareholders and creditors

ZUARI GLOBAL LIMITED,

CIN: L65921GA1967PLC000157

Company/ Transferee Company

GOBIND SUGAR MILLS LIMITED,

CIN: L15421DL1952PLC354222

Non-Petitioner Company/ Transferor Company

Order delivered on: 20.04.2022

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Coram:

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Smt. Suchitra Kanuparthi, Member (Judicial) Smt. Anuradha Sanjay Bhatia, Member (Technical)

Appearances (via video conferencing):

For the Petitioners:

Mr. Gaurav Joshi, Senior Counsel a/w Mr. Hemant Sethi, Advocate a/w Ms Vidisha Poonja, Devanshi Sethi, Advocates, i/b Hemant Sethi & Co., Advocates

For the Regional Director: Ms. Rupa Sutar, (WR) Deputy Registrar, ROC i/b Office of the Regional Director, WR, MCA

Per: Anuradha Sanjay Bhatia, Member (Technical)

ORDER

1. The Bench is convened by video conference.

2. Heard Learned Counsel for the Petitioner Company. No objector has come before the Tribunal to oppose the petition and nor has any party controverted any averments made in the petition.

3. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of Companies Act, 2013 and in the matter of Scheme of Amalgamation between Zuari Global Limited (Transferee Company or ZGL), Gobind Sugar Mills Limited (Transferor Company or GSML) and their respective shareholders and creditors

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1. Learned Counsel for Petitioner Company states that shares of Petitioner Company are listed on National Stock Exchange of India Limited and BSE Limited

2. Learned Counsel for Petitioner Company submits that Petitioner Company is engaged in real estate business, business of contractors, erectors, construction of buildings, houses, apartments, structures or residential complexes and offices, set up, develop and providing of infrastructure facilities and investment in listed and unlisted securities.

3. Counsel for Petitioner Company further submits that rationale for the Scheme is as under:

This Scheme of Amalgamation (hereinafter called has been propounded under Sections 230 to 232 and other applicable provisions, if any, of Companies Act, 2013 and rules framed thereunder. Board of Directors of the companies considers that the Scheme of Amalgamation would benefit the respective companies and their respective stakeholders on account of the following reasons:

• Streamlining and rationalization of the group structure through consolidation of Transferor Company with Transferee / Petitioner Company, leading to reduction in compliance and administrative cost of the group;

• Imparting better management focus, facilitating administrative convenience and ensuring optimum utilization of various resources of the Companies.

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• Bring about synergy in operations, economies in costs and other benefits resulting from the economies of scale;

• The net worth and regular stream of revenue of the post-merger Transferee / Petitioner Company would facilitate requisite cost effective fund-raise for the future business operations of the Transferee / Petitioner Company; and

• Proposed business re-alignment will create enhanced value for the stakeholders of both the Companies. This Scheme is not expected to be in any manner prejudicial to the interest of the concerned shareholders, members, creditors, employees or general public at large.

• The Appointed Date, as defined in the Scheme is 1 April 2020.

• Petitioner Company has approved the Scheme by passing its Board Resolutions dated July 17, 2020 and has approached the Tribunal for sanction of the Scheme.

• Learned Counsel for Petitioner Company submits that the Petition has been filed in consonance with order dated August 11, 2021 passed by this Tribunal in CA(CAA)/139/MB-V/2021.

• Learned Counsel for Petitioner Company states that Petitioner Company has complied with all requirements as per directions of this Tribunal.

• Regional Director has filed his report dated 25 February, 2022 praying that this Tribunal may pass such orders as it thinks fit, save and except as stated in paragraphs IV (a) to (j). In response to observations

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made by Regional Director, Petitioner Company have also given necessary clarifications and undertakings vide their rejoinder affidavit dated 25 February 2022. Observations made by Regional Director, clarifications and undertakings given by Petitioner Company and response of the Regional Director in its Supplementary Report dated 10 March, 2022 are summarized in the table below:

Para No. and Page No. of RD Report	RD Report/ Observations dated 25 Feb- ruary, 2022	Response of Peti- tioner Company	Response of the Regional Director in its Supple- mentary Re- port
Para IV (a) on page 32	In compliance of AS-14 (IND AS- 103), the Peti- tioner Companies shall pass such accounting en- tries which are necessary in con- nection with the scheme to comply with other appli- cable Accounting Standards such as AS-5 (IND-AS 8) etc.	The Petitioner Company under- takes that it shall pass such account- ing entries which are necessary in connection with the Scheme to comply with appli- cable Accounting Standards	The reply of the Petitioner Company is satisfactory
Para IV (b) on page 32	The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to	The Petitioner Company states that it has duly served notices upon the authori-	The reply of the Petitioner Company is satisfactory

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	concerned author- ities which are likely to be af- fected by Com- promise or Ar- rangement. Fur- ther, the approval of the scheme by this Hon'ble Tri- bunal may not de- ter such authori- ties to deal with any of the issues arising after giv- ing effect to the scheme. The deci- sion of such Au- thorities is bind- ing on the Peti- tioner Com- pany(s)	ties concerned pur- suant to Section 230(5) of the Com- panies Act, 2013, i.e. Regional Di- rector, Registrar of Companies, In- come tax Depart- ment, Securities and Exchange Board of India, BSE Limited, Na- tional Stock Ex- change of India Limited and the Real Estate Regu- latory Authority, Goa. The Peti- tioner Company further states that the approval of the Company Petition by this Tribunal will not deter the authorities con- cerned to deal with any of the issues arising after giving effect to the Scheme and all de- cisions of such au- thorities will be binding on the Pe- titioner Company in accordance with

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		the provisions of the applicable law
Para IV (c) on page 32	The Hon'ble NCLT may kindly direct to the Petitioners to file an undertak- ing to the extent that the Scheme enclosed to the Company Appli- cation and the scheme enclosed to the Company Petition are one & same and there is no discrepancy or deviation.	The Petitioner Company under- takes that the Scheme enclosed to the Company Application and the Scheme en- closed to the Com- pany Petition are one and the same and there is no dis- crepancy/ devia- tion	The reply of the Petitioner Company is satisfactory
Para IV (d) on page 32	As per Definition of the Scheme, "Appointed Date" means April 1, 2020 or such other date as may be fixed or approved by the NCLT or any other appropriate authority "Effective Date" means the last of the dates on which certified copy(s) of the Or- der of the NCLT	The Petitioner Company submits that the Appointed Date as contem- plated in the Scheme is in com- pliance with the re- quirements of cir- cular no. F. No. 7/12/2019/Cl-1 dated 21.08.2019 issued by the Min- istry of Corporate Affairs. As per the afore- said Circular, where the 'ap- pointed date' is	The reply of the Petitioner Company is satisfactory

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	or any other ap- propriate author- ity under Sections 230 to 232 of the Act sanctioning this Scheme are filed with the re- spective Registrar of Companies. "Record Date" means date to be fixed by the Board of Direc- tors of ZGL for the purpose of de- termining the shareholders of GSML to whom shares will be al- lotted pursuant to this Scheme. The Appointed Date is 01.04.2020 which is ante- dated more than one year which needs to be changed. Further, the Peti- tioners may be asked to comply with the require-	chosen as a spe- cific calendar date, it cannot precede the date of filing of the application for scheme of mer- ger/amalgamation in NCLT by more than a year. The first motion application was filed by the Transferor Company before the Tribunal at New Delhi Bench, on 27 February, 2021, and therefore, the proposed Appointed Date of 1 April, 2020 is not antedated. Further, the Petitioner Company was able to obtain the consents of the Secured Creditors to the Scheme of Amalgamation in the next four months and thereafter the first motion application was filed before this Tribunal, Mumbai

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	ments and clari- fied vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Cor- porate Affairs.	bench, on 3 June, 2021. The Counsel for the Petitioner further submits although the Scheme was filed before NCLT bench at Delhi within one year, the MCA Circular in any event does not prohibit filing of Application after the expiry of one year on sufficient grounds being given .
Para IV (e) on page 33	Petitioner Com- pany have to un- dertake to comply with section 232(3)(i) of Com- panies Act, 2013, where the trans- feror company is dissolved, the fee, if any, paid by the transferor com- pany on its au- thorised capital shall be set-off against any fees payable by the transferee com-	The Petitioner Company under- takes that the Peti- tioner Company shall comply with the provisions of Section 232(3)(i) of the Companies Act 2013 and the fees , if any, paid by the Transferor Company on its authorised capital shall be set-off against any fees payable by the Pe- titioner Company on its authorised	The reply of the Petitioner Company is satisfactory

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pany on its au- capital sub sequent
thorised capital to the amalgama-
subsequent to the tion.
amalgamation
and therefore, pe-
titioners to affirm
that they comply
the provisions of
the section.
Para IV (f) Transferor Com- The Petitioner The reply of
on page 33 pany is having Company under- the Petitioner
registered office takes that the Company is
at Birla Mill Transferor Com- satisfactory
Complex, P.O. pany has filed a
Bir/a Lines, GT Petition with Tri-
Road, Near Clock bunal, New Delhi
Tower, Kam/a bench for obtain-
Nagar North ing approval of the
Delhi 110007, Scheme sepa-
hence approval rately.
from Hon'ble
NCL T, New
Delhi Bench shall
be obtained sepa-
rately.
Para IV (g) As per Clause 6 The Petitioner Com- The reply of
on page 33 of the Scheme, pany states that as the Petitioner
per Clause 6 of the Company is
Upon the Scheme Scheme of Amal- satisfactory
becoming effec- gamation, the Peti-
tive, ZGL shall tioner Company
account for the shall account for the
amalgamation of amalgamation of
GSML in its Transferor Company
books of accounts in its books of ac-
as per the' Pooling counts as per the
of Interest
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	Method', in ac- cordance with the principles laid down in Appen- dix C of Indian Accounting Standard (IND AS) - 103 "Busi- ness Combina- tions", such that: 1.1 ZGL shall record all the assets, liabili- ties and re- serves of GSML, vested in ZGL pursu- ant to this Scheme, at their existing carrying amounts. 1.2 The carrying amount of in- vestments in the shares of GSML as ap- pearing in the books of sub- sidiaries of ZGL, shall stand can- celled. 1.3 All inter-cor- porate bal- ances includ-	ance with the princi- ples laid down in Appendix C of In- dian Accounting Standard (IND AS) credit the surplus (if any) or debit the def- icit (if any) pursuant to the Scheme of Amalgamation to its Capital Reserve Ac- count. The Petitioner Company further un- dertakes that the sur- plus / deficit shall be credited to Capital Reserve Account arising out of amal- gamation and that re- serves shall not be available for distri- bution of dividend.

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	ing loans, ad-
	vances,
	amount re-
	ceivable or
	payable inter-
	se between
	GSML and
	ZGL, if any,
	appearing in
	the books of
	GSML and
	ZGL shall
	stand can-
	celled, and
	there shall be
	no further ob-
	ligations/
	rights in that
	behalf.
1.4	The compara-
	tive financial
	information in
	respect of
	prior periods
	presented in
	the financial
	statements of
	ZGL shall be
	restated for
	the accounting
	impact of
	amalgamation
	as stated
	above, as if
	the amalgam-
	ation had oc-
	curred from

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	the beginning
	of such com-
	parative pe-
	riod presented
	in the finan-
	cial state-
	ments.
1.5	The balance
	of the retained
	earnings ap-
	pearing in the
	financial
	statements of
	the GSML is
	aggregated
	with the Gen-
	eral Reserve
	balance ap-
	pearing in the
	financial
	statements of
	ZGL.
1.6	The identity
	of the reserves
	shall be pre-
	served and
	shall appear in
	the financial
	statements of
	ZGL in the
	same form in
	which they
	appeared in
	the financial
	statements of
	GSML.

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1.7	ZGL shall
	credit its
	'Share Capital
	Account' with
	the aggregate
	face value of
	the equity
	shares issued
	and allotted to
	the sharehold-
	ers of GSML
	as per Clause
	5.1 (a) above.
1.8	ZGL shall
	record the
	Non-Convert-
	ible Redeema-
	ble Preference
	Shares issued
	by ZGL pur-
	suant to
	Clause 5.1 (b)
	and Clause 5.5
	as per the ac-
	counting prin-
	ciples set out
	in the Indian
	Accounting
	Standards pre-
	scribed under
	section 133 of
	the Compa-
	nies Act,
	2013.
1.9	The differ-
	ence between
	the amount

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recorded as
equity / pref-
erence share
capital issued
as per clause
5.1 to 5.6 of
the Scheme
and the
amount of
share capital
of GSML, af-
ter adjusting
the impact of
cancellation
of investment
in equity share
capital of
GSML as per
Clause 6.2 and
inter-com-
pany balances
as per Clause
6.3 above will
be transferred
to the Capital
Reserve of
ZGL, and pre-
sented sepa-
rately from
other Capital
Reserve with
disclosure of
its nature and
purpose in the
notes to the fi-
nancial state-
ments of ZGL.

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1.10 In case of
any differ-
ence in ac-
counting
policies be-
tween
GSML and
ZGL, the ac-
counting
policies fol-
lowed by
ZGL will
prevail and
impact of the
difference
will be quan-
tified and ad-
justed to the
reserves of
ZGL to en-
sure that the
financial
statements of
ZGL reflect
the financial
position on
the basis of
consistent
accounting
policies.
Petitioner Com-
panies have to un-
dertake that the
surplus / deficit
shall be credited

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	to Capital Re- serve Account arising out of amalgamation. Further Petitioner Companies have to undertake that reserves shall not be available for distribution of dividend.
Para IV (h) on page 35 and para IV (i) on page 36	ALTERATION IN NAME CLAUSE IN MEMORAN- DUM OF ASSO- CIATION 1.1 Upon the Scheme be- coming ef- fective, with- out any fur- ther act or deed, ZGL shall be re- named as 'Zuari Indus- tries Limited' or such other name as may be decided by the Board of Directors of ZGL and	The Petitioner Company submits that the same is a mere reproduction of the relevant clauses of the Scheme. Since there are no ex- press objections taken, it does not require any re- sponse.	The reply of the Petitioner Company is satisfactory

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	approved by
	the NCLT.
1.2	The approval
	and consent
	of the
	Scheme by
	the share-
	holders of
	GSML and
	ZGL shall be
	deemed to be
	the approval
	of the share-
	holders by
	way of spe-
	cial resolu-
	tion for
	change of
	name of
	ZGL as con-
	templated
	herein under
	Section 13 of
	the Compa-
	nies Act,
	2013. The
	sanction of
	this Scheme
	by the NCLT
	shall be
	deemed to be
	compliance
	of Section 13
	of the Com-
	panies Act,
	2013 and

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other appli-
cable provi-
sions of the
Companies
Act, 2013.
MODIFICA-
TION OF
CHARGE
Upon this Scheme
becoming effec-
tive, the secured
creditors of
GSML shall be
entitled to the se-
curity only in re-
spect of the prop-
erties, assets,
rights, benefits
and interest of
GSML as existing
immediately prior
to the effective-
ness of this
Scheme and fu-
ture assets as may
be acquired by
ZGL for its sugar,
power and etha-
nol division. For
avoidance of
doubt, it is clari-
fied that the assets
of the GSML
which are cur-
rentlynot encum-

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bered shall, sub-
ject to the appli-
cable laws, re-
main free and
available for crea-
tion of any secu-
rity; thereon in fu-
ture in relation to
new indebtedness
that may be in-
curred by ZGL in
accordance with
the provisions of
the applicable
laws. Filing of the
certified copy of
the NCLT Order
with the respec-
tive Registrar of
Companies shall
be deemed to be
sufficient for
making the requi-
site modification
of title / charge in
favour of the se-
cured creditors
transferred to
ZGL, as required
as per the provi-
sions of this
Scheme
Hon'ble Tribunal
may consider the
aforementioned

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and pass the or-
ders accordingly.
Para IV (j) STATUS OF The Regional Di-
on page 36 ROC REPORT: rector has pro-
- vided the follow-
ROC, Goa Report ing status of the
dated 15.12.2021, ROC Report:
has inter alia
ROC, Goa Report
mentioned that
dated 15.12.2021,
there is no prose-
has inter alia men-
cution, no tech-
tioned that there is
nical scrutiny, no
no prosecution, no
inquiry, no in-
technical scrutiny,
spection and no
no inquiry, no in-
complaints pend-
spection and no
ing against Peti-
complaints pend-
tioner Compa-
ing against Peti-
nies .
tioner Companies.
Para IV (j) Further men- The Petitioner As regards
(3) on page tioned that: - Company submits (j) of the re-
36, para IV that these are audi- port, the Pe-
(j) (4) on 3. As per the Di- tors titioner
page 37, rectors Report in the Annual Re- Company
para IV (j) 2020-21 of ZGL, port of the Peti- has not sub-
(3) (a) to M/s Walker tioner Company or mitted the re-
(m) on Chandiok & Co. a reproduction of ply of the
page 39 to LLP, Firm Regis- various provisions qualifica-
42 and tration No: of law and some tions re-
para IV (j) 001076N/ facts. There are no ported by the
(5) on page N500013), Char- express objections Auditors.
42 tered Account- taken by the Re- The Peti-
ants, tendered gional Director tioner Com-
their resignation and the manage- pany to sub-
vide their letter mit its reply.
dated 07th Sep- incorporated in the
tember 2020 and
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	at their place M/s V Sankar Aiyar Co, Chartered Accountants, Delhi (Firm Reg- istration Num- ber:109208W), are appointed as the Statutory Au- ditors of the Com- pany till the con- clusion of the forthcoming An- nual General Meeting (AGM) of the Company. 4. As per the Inde- pendent Auditors Report, at Annex- ure-1, the list of Subsidiaries and steps down sub- sidiaries, Joint Ventures and Their Associates Companies are mentioned: - 1. Zuari Infra- world India Limited 2. Zuari Infra Middle East Limited, a subsidiary of Zuari Infra	va- tions in accord- ance with provi- sions of section 134 of the Compa- nies Act 2013.

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World India
Limited
3. Zuari Infra-
world SJM
Properties
LLC (For-
merly Known
as SJM
Elynium
Properties
LLC) a sub-
sidiary; of
Zuari Infra
Middle East
Limited
4. Zuari Man-
agement Ser-
vices Lim-
ited
5. Indian Furni-
ture Products
Limited
6. Simon India
Limited
7. Zuari Invest-
ments Lim-
ited
8. Zuari Finserv
9. Zuari Sugar
and Power
Limited
10. Gobind
Sugar Mills
Limited, a
subsidiary of
Zuari Invest-
ments Limited

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11. Zuari Insur-
ance Brokers
Limited, a
subsidiary of
Zuari Fin-
serv Limited.
Joint Ventures
12. Zuari Indian
Oil tanking
Private Lim-
ited, a Joint
Venture of
Zuari Global
Limited
13. Forte Furni-
ture Products
India Private
Limited, a
Joint venture
of Zuari
Global Lim-
ited
14. Soundaryaa
IFPL Interi-
ors Limited,
a Joint Ven-
ture of In-
dian Furni-
ture Products
Limited
Associates
15. New EROS
Tradecom
Limited, an
associate of

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	Zuari invest-
	ments Lim-
	ited
16.	Zuari Agro
	Chemicals
	Limited, an
	associate of
	Zuari Global
	Limited
17.	Mangalore
	Chemicals
	and Fertilis-
	ers Limited,
	a subsidiary
	of Zuari
	Agro Chemi-
	cals Limited.
18.	Adventz
	Trading
	OMCC a
	subsidiary of
	Zuari Agro
	Chemicals
	limited
19.	Zuari Farm-
	hub Limited,
	a subsidiary
	of Zuari
	Agro Chemi-
	cals Limited.
20.	Zuari Maroc
	Phosphates
	Private Lim-
	ited, a joint
	venture of
	Zuari Agro

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	Chemicals
	Limited.
21.	Paradeep
	Phophates
	Limited, a
	subsidiary;
	of Zuari Ma-
	roc Phos-
	phates Pri-
	vate Limited.
22.	Zuari Yoma
	Agri Solu-
	tions Lim-
	ited, an asso-
	ciate of Pa-
	radeep Phos-
	phates Lim-
	ited.
23.	Brajbhumi
	Nirmaan Pri-
	vate Limited,
	an associate
	of Zuari In-
	fraworld In-
	dia Limited
24.	Pranati Ni-
	ketan Private
	Limited, an
	associate of
	Zuari Infra-
	world India
	Limited
25.	Darshan
	Nirmaan Pri-
	vate Limited,
	an associate

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	of Zuari In-
	fraworld In-
	dia Limited
26.	Rosewood
	Agencies
	Private Lim-
	ited, a sub-
	sidiary of
	Brajbhumi
	Nirmaan Pri-
	vate Limited
27.	Neobeam
	Agents Pri-
	vate Limited,
	a subsidiary
	of
	Brajbhumi
	Nirmaan Pri-
	vate Limited
28.	Mayapur
	Commercial
	Private Lim-
	ited, a sub-
	sidiary of
	Brajbhumi
	Nirmaan Pri-
	vate Limited
29.	Nexus Vin
	trade Private
	Limited, a
	subsidiary;
	of
	Brajbhumi
	Nirmaan Pri-
	vate Limited
30.	Bahubali
	Tradecomm

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	Private Lim- ited, a sub- sidiary of Brajbhumi Nirmaan Pri- vate Limited 31. Hopeful Sales Private Limited, a subsidiary of Brajbhumi Nirmaan Pri- vate Limited 32. Divine Realde Private Lim ited, a subsidi ary o Brajbhumi Nirmaan Pri vate Limited 33. Kushal Infrap roperty Privat Limited, a sub sidiary o Brajbhumi Nirmaan Pri vate Limited 34. Beatie Agen cies Privat Limited, a sub sidiary o Brajbhumi Nirmaan Pri vate Limited 35. Suhana Proper ties Privat	v - - f - - e - f - - e - f - - e

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	Limited, a sub sidiary o Brajbhumi Nirmaan Pri vate Limited 36. Saket Man sions Privat Limited, a sub sidiary o Brajbhumi Nirmaan Pri vate Limited Branch 37. Simon India Limited (KSA Branch) 3. Qualifications as per Independ- ent Auditor Re- view Report for the quarter ended 30th, June 2021. a. As per inde- pendent Audi- tor Review Report Point No. 6 (a) Note 4 of the State- ment which describes the uncertainties	- f - - e - f -

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due to the out-
break of
Covid-19 pan-
demic and the
management's
evaluation of
the impact on
the consoli-
dated finan-
cial results of
the Group, its
associates and
joint venture
as at the re-
porting date.
The impact of
these uncer-
tainties of the
Group's oper-
ations is sig-
nificantly de-
pendent on fu-
ture develop-
ments. The
said matter
has also been
reported as
emphasis of
matter in the
review reports
issued by in-
dependent
firm of Char-
tered Ac-
countants on
the consoli-

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dated finan-
cial results of
an associate
and a subsidi-
ary for the
quarter ended
30 June 2021.
b. As per the In-
dependent
Auditor Re-
view Report
Point No. 6
(b) one of the
subsidiaries of
ZGL, had
filed an appli-
cation to the
Reserve Bank
of India (RBI)
for registra-
tion of the
Company as
Non-Banking
Financial
Company
(NBFC) under
the category
of Systemi-
cally Im-
portant Core
Investment
Company
(CIC-ND-SI)
in the year
2018-19 and
the same is

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under process
during the fi-
nancial year
under review.
However, the
impact of non-
registration is
not ascertaina-
ble but would
not be mate-
rial to the ac-
companying
financial
statements.
c. As per the In-
dependent
Auditor Re-
view Report
Point No. 6
(c), in respect
of Zuari Infra
Middle East
Limited, a for-
eign subsidi-
ary of Zuari
Infraworld In-
dia Limited,
the accumu-
lated losses
exceed its net
worth as at the
end of the pe-
riod. How-
ever, the Man-
agement has
considered the

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Company as a
going concern
for the reasons
listed in the fi-
nancial state-
ment.
d. As per the In-
dependent
Auditor Re-
view Report
Point No.
6(d)(i), atten-
tion is drawn
to Note XX of
the accompa-
nying finan-
cial results of
Zuari Infra-
world India
Limited, a
subsidiary of
the Holding
Company for
the period
ended 30h
June 2021 re-
garding ad-
vance pay-
ments aggre-
gating to INR
639.61 Lakhs
made by the
Company un-
der the Devel-
opment Man-
agement

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agreement to
agencies
against which
the said agent-
initiated In-
solvency reso-
lution pro-
ceedings. The
management
does not ex-
pect any sig-
nificant effect
of the same on
carrying bal-
ance and ex-
pects to ad-
just/recover
the same in
full and ac-
cordingly no
adjustment is
considered
necessary at
this stage.
e. As per the In-
dependent
Auditor Re-
view Report
Point No.
6(d)(ii), atten-
tion is also
drawn to re-
coverable ad-
vances paid to
a sub-contrac-

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tor aggregat-
ing to INR
2246.49 lakhs
including in-
terest accrued
to INR 33,72
lakhs. The
management
is in negotia-
tion with that
party for its
recovery and
is confident
that this ad-
vance will be
fully recov-
ered. Hence in
the view of the
Management
no provision
is considered
necessary at
this stage.
f. As per the In-
dependent
Auditor Re-
view Report
Point No.
6(d)(iii), at-
tention is
drawn to notes
XX to the ac-
companying
financial re-
sults of Zuari

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Infraworld In-
dia Limited,
regarding
non-carrying
out of valua-
tion of devel-
opment work
in progress by
an independ-
ent profes-
sional valuer
for the reasons
mentioned in
the said note.
The conse-
quent adjust-
ment, if any,
in the carrying
value of the
assets and eq-
uity deficit
will be made
upon comple-
tion of valua-
tion as men-
tioned above.
g. As per Inde-
pendent Audi-
tor Review
Report Point
No. 6(e), at-
tention is
drawn to the
accompany-
ing consoli-

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dated finan-
cial results,
which states
in addition to
the net current
liability posi-
tion as at June
30, 2021,
there are
events or con-
ditions which
indicate that a
material un-
certainty ex-
ists that may
cast signifi-
cant doubt on
the Holding
ability to con-
tinue as a go-
ing concern. It
also describes
the mitigating
factors con-
sidered by the
management
in its assess-
ment, in view
of which the
accompany-
ing consoli-
dated finan-
cial results
have been pre-
pared under

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the going con-
cern assump-
tion.
h. As per the In-
dependent
Auditor Re-
view Report
Point No.
6(f)(1), the
consolidated
financial re-
sults of the
ZACL, atten-
tion is drawn
wherein the
Holding Com-
pany is carry-
ing a receiva-
ble of INR
19.49 Crores
in relation to
the subsidy in-
come accrued
during the
year ended
March 31,
2013. Based
on the legal
opinion ob-
tained by the
Holding Com-
pany, the
management
believes that
the amount is

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	fully recover-
	able from the
	department of
	fertilisers.
	Pending set-
	tlement of the
	differential
	subsidy
	amount, the
	Holding Com-
	pany has not
	made any pro-
	vision in this
	regarding the
	accompany-
	ing financial
	results.
i.	As per the in-
	dependent
	Auditor Re-
	view Report
	Point No.
	6(f)(ii), atten-
	tion is also
	drawn to GST
	credit on input
	services rec-
	ognised by the
	Holding Com-
	pany, which
	the manage-
	ment has as-
	sessed to re-
	cover based
	on the legal
	opinion bythe

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Holding Com-
pany. The
Holding Com-
pany has also
filed a written
petition in the
High Court of
Bombay at
Goa.
j. As per the In-
dependent
Auditor Re-
view Report
Point No.
6(f)(iii), one
of the subsidi-
aries, MCFL,
has recog-
nised urea
subsidiary in-
come of INR
29.14 crores
considering
that bench-
marking of its
cost of pro-
duction of
urea using
Naptha with
that of gas-
based urea
manufactur-
ing units is ar-
bitrary and for
which the
MCFL has

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==> picture [94 x 99] intentionally omitted <==

----- Start of picture text -----

filed a writ pe-
tition against
the Depart-
ment of Ferti-
lisers before
----- End of picture text -----

High Court of
Delhi. Based
on legal opin-
ion obtained,
the manage-
ment of
MCFL be-
lieves the cri-
teria for
recognition of
subsidy reve-
nue is met.
k. As per the in-
dependent
Auditor Re-
view Report
Point No. 7,
the independ-
ent auditors
did not review
the interim fi-
nancial results
of four subsid-
iaries included
in the state-
ment, whose
financial re-
sults reflect
total revenues
of INR 986.29

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lakhs, tota1
net loss after
tax of INR
479.93 lakhs
and total com-
prehensive in-
come of INR
1987.25
lakhs, for the
quarter ended
30 June 2021.
The Statement
also includes
the Group's
share of net
loss after tax
of INR 20.00
lakhs and total
comprehen-
sive income of
INR 619.23
lakhs for the
quarter ended
30 June 2021.
In respect of
seven associ-
ates whose in-
terim financial
results have
not been re-
viewed by the
Independent
Auditors.
These finan-
cial results
have been re-
viewed by

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other auditors
whose review
reports have
been fur-
nished to the
Auditors by
the manage-
ment and their
conclusion in
so far as it re-
lates to the
amounts and
disclosures in-
cluded in the
respect of
these subsidi-
aries/associ-
ates is based
solely on the
review reports
of such other
auditors.
l. As per the In-
dependent
Auditor Re-
view Report
Point No. 8,
the statement
includes in-
terim financial
information of
one subsidiary
and one
branch of a
subsidiary in-
cluded in the

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Group, which
have not been
reviewed by
their auditors,
whose interim
financial re-
sults reflect
total revenues
of INR 685.30
lakhs, net
profit after tax
of INR 286.19
lakhs and total
comprehen-
sive income of
INR 283.58
lakhs, for the
quarter ended
30 June 2021.
The statement
also includes
the Group's
share of net
loss after tax
of INR 286.27
lakhs and total
comprehen-
sive income of
INR 192.17
lakhs for the
quarter ended
30 June 2027
as considered
in the State-
ment in re-
spect of fif-

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teen associ-
ates and three
joint ventures,
based on their
interim finan-
cial infor-
mation, which
have not been
reviewed by
their auditors,
and have been
furnished to
the Independ-
ent Auditors
by the Hold-
ing Compa-
ny's Manage-
ment. Inde-
pendent Audi-
tor's conclu-
sion on the
Statement,
and their re-
port in terms
of Regulation
33 of the SEBI
(Listing Obli-
gations and
Disclosure
Require-
ments) Regu-
lations, 2015
(as amended),
read with
SEBI Circu-
lar, in so far as
it relates to the

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subsidiary, as-
sociates, joint
ventures and
branch, is
based solely
on such un-re-
viewed in-
terim financial
information.
According to
the infor-
mation and
explanations
given to the
Independent
Auditors by
the manage-
ment, the in-
terim financial
information is
not material to
the Group.
m. As per the In-
dependent
Auditor Re-
view Report
Point No. 9,
the unaudited
consolidated
financial re-
sults of the
Company for
the quarter
ended 30th
June, 2020
were reviewed

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by the prede-
cessor auditor
who ex-
pressed an un-
modified
opinion on
that financial
information
on 07th Sep-
tember 2020.
In conclusion,
the Independ-
ent Auditor
Review Re-
port on the
Statement is
not modified.
5. Qualification
as per Independ-
ent **Auditor's **
Report for the
year 2019-2020
As per Independ-
ent Auditor Re-
port 2019-20 the
on the consoli-
dated financial
statements under
the lending Re-
port on other legal
and regulatory re-
quirements it has
been reported that
managerial remu-
neration in rela-
tion to Managing

47 | P a g e

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==> picture [397 x 641] intentionally omitted <==

----- Start of picture text -----

Director of one
associate com-
pany has been
paid in excess of
the limits pro-
vided in provi-
sions of section
197 read with
Schedule-V to the
Companies Act,
2013 by INR
81.00 lakhs which
is subject to ap-
proval of
banks/financial
institutions and
shareholders of
such associate
company by a
special resolution
as explained in
note 62(g) of the
consolidated fi-
nancial state-
ments and there-
fore, carried as a
recoverable from
managing direc-
tor as at 31 March
2020, in financial
statements of as-
sociate company.
Para IV (j) As per page 8 of The Petitioner
(5) on page 15 of the Scheme Company submits
43 of Amalgamation, that in Clause 3.2
----- End of picture text -----

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	it is stated that the Issued and Sub- scribed Equity Share Capital of Zuari Global Limited as on 31 March 2020 is INR 294,406,040 consisting of 29,440,604 equity shares of the face value of INR 10/- each. However as per form MGT-7 vide SRN R86667730 filed for the year 2019- 2020 the Issued Capital is dis- closed as INR 294,486,550 con- sisting of 29,448,655 equity shares of the face value of INR 10/- each and the Sub- scribed Capital is disclosed as INR 294,406,040 con- sisting of 29,440,604 equity shares of INR 10/- each. The Company has not filed MGT- 7 for the year ended 2020-21.	of the Scheme, the Issued Capital is disclosed as INR 294,486,550 con- sisting of 29,448,655 equity shares of the face value of INR 10/- each and the Sub- scribed Capital is disclosed as INR 294,406,040 con- sisting of 29,440,604 equity shares of INR 10/- each. This is the same as provided in Form MGT-7 vide SRN R86667730 filed for the year 2019- 2020. Further, with re- spect to the differ- ence between the Issued and Sub- scribed Capital, the Petitioner Company submits that 8,051 shares were issued by the Petitioner Com- pany 7 January, 1997, but are kept in abeyance. Therefore, such

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8,051 shares are
included in the Is-
sued Capital of the
Petitioner Com-
pany, but are ex-
cluded in the Sub-
scribed Capital.
Further, with re-
spect to non-filing
of MGT-7 for the
year 2020-21, the
Petitioner Com-
pany submits that
the due date of fil-
ing MGT 7 for
FY2020-21 was
extended upto 28
February 2022
vide MCA Circu-
lar No. 22/2021
dated 29 Decem-
ber 2021. How-
ever, the Company
has already filed
the form MGT-7
on 10th January
2021 vide MCA
Challan No.
T71270532. The
copy of said MCA
Challan was en-
closed with the re-
joinder affidavit
filed on 25 Febru-
ary 2022.

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Para IV (j) (6) on page 43	In the Director's Report of Zuari Global Limited for the year 2020- 21, the company has stated that during the year there were no complaints re- ceived from the shareholders. However, R. G. Furtado has given his representation against the said scheme of Amal- gamation.	The Petitioner Company submits that Mr. R.G. Fur- tado holds 50 shares consisting of insignificant / negligible percent- age (0.00017%) in the shareholding in the Petitioner Company. As per the proviso to Sec- tion 230(4) of the Companies Act 2013, an objection can be made only by a shareholding holding atleast 10% of the share- holding in the Company. Ac- cordingly, the ob- jection made by Mr. R.G. Furtado should not be sus- tained. This view can also be sub- stantiated by the order of National Company Law Tribunal, Principal bench, New Delhi in the matter of Scheme of Ar- rangement be- tween Tata Tele-	Shri R.K. Furtado has given his representa- tion on 06.08.2021 against the Scheme of Amalgama- tion, which be heard in the matter.

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		services (Maha- rashtra) Limited and Bharti Airtel Limited, wherein an objection to the Scheme raised by a shareholder hold- ing 9 shares, con- stituting 0.000000460% of the total share- holding, was not considered by the Tribunal. The or- der of the Tribu- nal, Principal bench, was en- closed with the re- joinder affidavit filed on 25 Febru- ary 2022.
Para IV (j) (7) on page 43, para IV (j) (8) on page 43 and para IV (j) (10) on page 43	Compared to the previous year 2018-19, the profit of the trans- feree company has drastically re- duced from INR 4,027.70/- (in lakhs) to INR 1,292.41 /- (in lakhs) in the cur- rent year 2019- 20.	The Petitioner Company submits that the same is a mere reproduction of some facts and figures. Since there are no ex- press objections on the same, they do not require any re- sponse	The reply of the Petitioner Company for para IV (j) (7) and (8) is satisfactory. The Peti- tioner Com- pany has not submitted re- ply in respect of para no. (iv) (j) (10)

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==> picture [397 x 641] intentionally omitted <==

----- Start of picture text -----

As per financial of the Direc-
statements filed
by the transferor dated
company it has 25.02.2022
incurred a loss of regarding ac-
INR 3582.47(In tive charges
Lakhs) for the fi- of the Peti-
nancial year tioner Com-
ended 31 pany. The
.03.2019 and the Petitioner
loss widened to Company to
INR 7456.06(In undertake to
Lakhs) during the honor those
financial year charges as
31.03.2020, How- per due
ever in the year dates.
2020-21 the com-
pany has made a
profit of INR
1314.35 (In
Lakhs).
Para IV (j) The Transferee The Petitioner
(9) on page Company has not Company submits
43 filed MGT-7 for that the form MGT
the financial year 7 for FY2020-21
ended 31st March has already been
2021. filed with MCA on
10 [th] January 2021
vide MCA Challan
No. T71270532.
Para IV (j) As per the Annual The Petitioner Com- The reply of
(11) on Report of the pany submits the fol- the Petitioner
page 45 Transferee Com- lowing: Company for
and para pany for the Fi- i. Required amount para IV (j) (12)
IV (j) (12) nancial year of CSR could not is satisfactory
on page 45 31.03.2020 the be spent during
----- End of picture text -----

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	Total amount to be spent by the company towards CSR should be INR 49.87 (in Lakhs). However total amount spent during the year is Nil. As per the finan- cial statement filed during the year 31.03.2021 the total amount transferred to un- spent CSR Ac- count is INR 103.63 (In Lakhs). It has also been shown that the amount spent on other than on- going projects is also INR 103.63 (In Lakhs).	2019-20 in view of the fact that the process of imple- mentation of CSR projects where the amount was required to be spent were halted due to spread of COVID-19 pan- demic, followed by nationwide lockdown im- posed in March 2020. Accord- ingly, the pro- posed activities were scheduled to be completed in the next financial year 2020-21. ii. As disclosed in the Annual Re- port of the Com- pany for financial year 2020-21 un- der CSR report, the total CSR ob- ligation of the Company for fi- nancial year 2020-21 was Rs. 31.05 Lakhs. However, the Company spent an amount of Rs.

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		103.63 Lakh dur- ing the year end- ing 31.03.2021. Out of the excess spend of Rs. 72.58 Lakh, Rs. 26.93 Lakh per- tains to the CSR liability of FY 2019-20
Para IV (j) on page 46	The income tax authority has in- formed aide its re- ply dated 28.04.2021 that proceeding pend- ing against the Transferee Com- pany. The Hon'ble Tribunal may protect the rights of the Rev- enue.	The Petitioner Com- pany submits that it will continue to exist post the Scheme if effected, and there- fore, there will be no impact on the in- come tax proceed- ings of the Petitioner Company post sanc- tioning of scheme and all tax issues shall be met in ac- cordance with law.	The reply of the Petitioner Company is satisfactory

1. The response to the observations of the Regional Director in the supplementary report dated 10 March 2022 with respect to the Para (j) (3), (j) (4), (j) (3) (a) to (j) (3) (m) and (j) (5) of the Report of the Regional Director dated 25 February, 2022 has been filed by the Petitioner Company vide affidavit dated 15 March, 2022.

2. As far as the observation made in para no. (iv) (j) (10) of the Report of the Regional Director is concerned, the Petitioner Company submits that the

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Petitioner Company will honor its obligations as per the terms and conditions of the respective facility agreements of the lenders and the corresponding charges created by it and shown on the MCA portal. It is also submitted that as per the provisions of Para 4.3 of the Scheme, all the debt of the Transferor Company will be transferred to the Transferee Petitioner Company and as per Para 20 of the Scheme, certified copy of the Order of the Tribunal shall be filed with the respective Registrar of Companies for making requisite modification of the charge in favour of the secured creditors transferred to the Transferee Petitioner Company.

1. The Counsel for the Petitioner Company submits that the Petitioner Company has received letters dated 23 September, 2021 and 26 October, 2021 from the Real Estate Regulatory Authority, Goa Goa contending that the Petitioner Company is promoter of a real estate project Rain F registered under its name, bearing registration no.

PRG004180144 with Goa Real Estate Regulatory Authority. Therefore, in accordance with the provisions of Section 15 of The Real Estate (Regulation and Development) Act, 2016, the Petitioner Company is required to obtain consent of two third allottees to the proposed Scheme of Amalgamation and to further update the records in the webpage of the promoter maintained by the Goa Real Estate Regulatory Authority.

The Counsel of the Petitioner Company submitted that as per the provisions of Section 2(zk) of The Real Estate (Regulation and Development) Act, 2016:

Promoter means:

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(i) a person who constructs or causes to be constructed an independent building or a building consisting of apartments, or converts an existing building or a part thereof into apartments, for the purpose of selling all or some of the apartments to other persons and includes his assignees; or

(ii) a person who develops land into a project, whether or not the person also constructs structures on any of the plots, for the purpose of selling to other persons all or some of the plots in the said project, whether with or without structures thereon; or

A person is defined in Section 2(zg) of The Real Estate (Regulation and Development) Act, 2016 as follows:

" Person " includes, (i) an individual; (ii) a Hindu undivided family; (iii) a

In the instant matter, in accordance with the provisions of Section 2(zk), read with Section 2(zg), the Petitioner, which is the promoter of the project rain is a company incorporated in accordance with the provisions of the Companies Act, 1956.

The promoter, i.e. the Petitioner Company, in the proposed Scheme of Amalgamation, is the Transferee Company and therefore, post amalgamation, the Petitioner Company will continue to exist and there will be no change in the corporate status of the Petitioner Company, and the Project is not getting transferred to a third party through this Scheme of Amalgamation. Therefore, the provisions of aforesaid Section 15 should not be applicable to the Petitioner Company.

It is hereby further submitted that the construction of the rain project has been completed by the Petitioner Company, and it has received

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the completion certificates of all the units during the months of July and August 2019 (18 July 2019 and 1 August 2019) as well as occupancy certificate with respect to the said project on 04[th] June 2020.

As per Section 19 (10) of RERA Act under the heading Rights and Duties of Allottees, it is stated that allottee shall take physical possession

of the apartment, plot or building as the case may be, with in a period of two months of the occupancy certificate issued for the said apartment, plot or building, as the case may

In view of the above provision, it is mandatory on the part of the allottees to take possession of the respective units within 2 months from the date of issue of the occupancy certificate. In the instant case, the occupancy certificate of all the units were received on 4[th] June 2020, hence all the allottees should be deemed to have taken possession including the registration of the sale deeds by August 2020.

1. The clarifications and undertakings given by Petitioner Company are accepted by this Tribunal.

2. Counsel for Petitioner Company further submits that Transferee / Petitioner Company, shall, without any further application or deed, pay consideration to the extent indicated below, to equity shareholders of Transferor Company (except to Transferee / Petitioner Company or to subsidiaries of Transferee / Petitioner Company), or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by Board of Directors of Transferor Company and approved by them, whose names appear in the Register of Members on Record Date in the following manner:

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• a. 100 (One Hundred) equity share(s) of the face value of Rs. 10/(Rupees Ten) each credited as fully paid up in the share capital of Transferee Company for every 285 (Two Hundred and Eighty-Five) fully paid up equity share(s) of the face value of Rs. 10/- (Rupees Ten) each held in Transferor Company; or

• b. 10,000 (Ten Thousand) 10.5% Non-Convertible Redeemable Preference Shares of the face value of Rs. 10/- (Rupees Ten) each credited as fully paid up in the share capital of Transferee Company for every 1,006 (One Thousand and Six) fully paid up equity share(s) of the face value of Rs. 10/- (Rupees Ten) each held in Transferor Company.

at the option of the equity shareholder

The equity shareholders of GSML shall accordingly have the option to take either equity shares or 10.5% Non-Convertible Redeemable Preference Shares as specified above, in ZGL. Accordingly, within 7 days of Record Date, ZGL shall send to the eligible equity shareholders of GSML an appropriate intimation and an option form requiring them to exercise their option as provided above, within 30 days from the date of dispatch of such option form by ZGL.

In case no written intimation for the exercise of option as provided above is received by ZGL from the equity shareholders of GSML in the manner and within the time specified above, such equity shareholders shall be issued 10.5% Non-Convertible Redeemable Preference Shares in the proportion specified above.

Further, upon this Scheme becoming effective and in consideration for transfer and vesting of Transferor Company in Transferee / Petitioner Company, Transferee / Petitioner Company to pay consideration to the

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extent indicated below, to 7% Non-Convertible Redeemable Preference Shareholders of Transferor Company (except to Transferee / Petitioner Company or to subsidiaries of Transferee / Petitioner Company), or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by Board of Directors of Transferor Company and approved by them, whose names appear in the Register of Shareholders on Record Date in the following manner:

1 (One) 7% Non-Convertible Redeemable Preference Share of the face value of Rs. 10/- (Rupees Ten) each credited as fully paid up in the share capital of Transferee Company for every 1 (One) fully paid up 7% NonConvertible Redeemable Preference Share of the face value of Rs. 10/(Rupees Ten) each held in Transferor Company;

1. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.

2. Since all requisite statutory compliances have been fulfilled, CP (CAA)/ 192/MB/2021 is made absolute in terms of the prayer clauses of said Company Scheme Petition.

3. The Scheme is hereby sanctioned with Appointed Date of April 1, 2020.

4. Petitioner Company is directed to file a copy of this Order along with a copy of the Scheme with the concerned Registrar of Companies, electronically along with e-form INC-28 within 30 days from the date of

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receipt of certified copy of Order by Petitioner Company. The Scheme will become effective on filing of the copy of this order with the concerned Registrar of Companies.

1. Petitioner Company to lodge a copy of this Order along with the Scheme duly certified by Designated Registrar National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of receipt of certified Order from the Registry of this Tribunal.

2. All concerned regulatory authorities to act on a copy of this Order along with Scheme duly certified by Designated Registrar, National Company Law Tribunal, Mumbai Bench.

3. Any person interested is at liberty to apply to this Tribunal in above matters for any directions that may be necessary.

4. Any concerned Authorities are at liberty to approach this Tribunal for any further clarification as may be necessary.

5. Ordered accordingly.

Sd/-

Sd/-

Anuradha Sanjay Bhatia Suchitra Kanuparthi Member (Technical) Member (Judicial)

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Annexure-B

Date of Meeting - October 12, 2021

Total No. of Shareholders as on Record Date - 24938

No. of Shareholders present in the meeting either in person or through proxy - NA

Promoters and Promoter Group: NA Public: NA

No. of Shareholders attended the meeting through video conferencing -

Promoters and Promoter Group: 8 Public: 38

Public:38	Public:38	Public:38	Public:38	Public:38	Public:38	Public:38	Public:38	Public:38
Resolution Required : Majority of equity shareholders representing three-furth in vlue
Whether promoter/ promoter group ar in the agenda/resolution?
Category Promoter and Promoter Group	Moe of Voting E-Votlng		No. of vtes polled	%of Votes Polled on outstanding shares	No. of Votes No. of Votes - in favour -Against		%of Votes in %of Votes against favour on votes on votes plled plled
		[1]	[2] 16720445 0	[3]={[2]/11}*100 99.8209 0.0000	[4] 16720445 0		[6]={[4V[2]*100	[7]={[5)2]}*100
		16750445					100.0000	0.0000
	Poll						0.0000 0.0000
	Postl Ballot Total		0	0.0000			0.0000 0.0000
			16720445	99.8209	16720445 0		100.0000	0.0000
Public lnsmutions Public Non lnstiMons Total	E-Voting	765011	0 0.0000 0 0.0000 0 0.0000 0 0.0000		0 0 0 0 0 0 0 0		0.0000	0.0000
	Poll						0.0000 0.0000	0.0000 0.0000
	Postal Ballot
	Toal E-Voting						0.0000	0.0000
			3708 0.0311 11 0.0001 0 0.0000		3708 0		100.0000	0.0000
	Poll Postl Ballot			0.0001 0.0000	11 0 0 0		100.0000 0.0000	0.0000 0.0000
				0.0312	3719	0 100.0000		0.0000
				56.8065	16724164	0 100.0000		0.0000

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