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Mergers & Amalgamations under the Companies Act, 1956

The terms merger and amalgamation have not been defined in the Companies Act, 1956 (hereinafter referred to as the Act) though this voluminous piece of legislation contains 69 definitions in Section ! The concept paper recentl" issued b" the #inistr" of Compan" Affairs, the fate of $hich is still un%no$n, contained 1&& such definitions but still stopped short of defining merger or amalgamation! The terms merger and amalgamation are s"non"ms and the term ' amalgamation(, as per Concise )*ford +ictionar", Tenth ,dition, means, ‘to combine or unite to form one organization or structure’! The provisions relating to merger and amalgamation are contained in sections -91 to -96A in Chapter . of /art .0 of the Act! An" proposal of amalgamation or merger begins $ith the process of due diligence, as the proposal for merger $ithout due diligence is li%e entering a tunnel $ith dar%ness gro$ing $ith each step! The due diligence process ma%es the 1ourne" see the light at the end of the tunnel 2 the light of $isdom to amalgamate or not! The Act and the relevant rules pertaining to amalgamation are to be follo$ed scrupulousl"! The provisions of the Act also deal $ith compromise or arrangement $ithin or $ithout amalgamation or merger! /resentl", the 3igh Court en1o"s po$ers of sanctioning amalgamation matters under section -94 of the Act though it is a matter of time $hen this po$er $ill be e*ercised b" 5ational Compan" 6a$ Tribunal, a forum $here Chartered Accountants shall be authori7ed to appear! 5ot losing sight of this opportunit" coming $a" of the Chartered Accountants, the seminar on this ver" topic, assumes greater significance and it is imperative that professionals li%e Chartered Accountants should %eep themselves informed of the provisions relating to merger and amalgamations! The role of Chartered Accountants, in an" amalgamation case, cannot be undermined as $ithout their uncann" insight $ithin the financial ma7e,

no due diligence, valuation, share e*change ratio etc! can be accomplished! An attempt has been made in this paper to present the provisions of the Companies Act, 1956 relating to mergers and amalgamations in form of 8uestions and ans$ers for ease of understanding, insight and a$areness! 1! Can a compromise or arrangement between company and creditors and company and members be made and whether it requires approval o the Court! 9es, compromise or arrangement can be made bet$een a compan" and its creditors or an" class of them and also bet$een a compan" and its members or an" class of them! Such a compromise or arrangement re8uires sanction of the court, $hich directs holding of meeting of creditors or members or class of creditors or members, as the case ma" be! )n agreement of creditors or members present in ma"ority representing three# ourth in value $both the conditions are concurrent and cumulative% of creditors or members, the court ma" sanction an" such compromise or arrangement! &' (hat are the powers vested in court in relation to amalgamation o two companies! The court en1o"s vast po$ers in relation to grant of sanction for amalgamation of companies and can ma%e provisions in the order, in respect of all or an" of the follo$ing matters: ; (i) the transfer to the transferee compan" of the $hole or an" part of the underta%ing, propert" or liabilities of an" transferor compan"< (ii) the allotment or appropriation b" the transferee

compan" of an" shares, debentures, policies, or other li%e

interests in that compan" $hich, under the compromise or arrangement are to be allotted or appropriated b" that compan" to or for an" person< (iii) the continuation b" or against the transferee compan" of an" legal proceedings pending b" or against an" transferor compan"< (iv) the dissolution, $ithout $inding up, of an" transferor compan"< (v) the provisions to be made for an" person $ho, $ithin such time and in such manner as the tribunal directs, dissent from the compromise or arrangement< and (vi) such incidental, conse8uential and supplemental

matters as are necessar" to secure that the reconstruction or amalgamation shall be full" and effectivel" carried out! )' *s it necessary or the Court to consider the report o the +egistrar o Companies prior to grant o sanction! 0t is mandator" for the court to consider not onl" report of =egistrar of Companies concerned but also the report of )fficial 6i8uidator prior to sanctioning the scheme of amalgamation! The =egistrar of Companies > )fficial 6i8uidators have to ma%e a report to the Court that the affairs of the compan" are not being conducted in a manner, pre1udicial interest of their member or to public interest! ,' *s it possible to have the merger with retrospective e ect! 9es, a merger can be made effective from a past date, i!e! it can be retrospective! 3o$ever, effective date, $hich is too far in the

ma1orit" of the mergers are effective from a future date! 6' (hat is the di erence between -. it is possible to include reduction of capital as part of the scheme of amalgamation provided the Articles of Association of the compan" authori7e such reduction and special resolution to this effect is passed as contemplated under section 1&& > 1&1 of the Act! 2' *n case reduction o capital is inherent in a scheme o amalgamation.past.ffective +ate( signifies the completion of all the formalities of merger! 1' *s it possible to have reduction o capital as part o the scheme o amalgamation! 9es. can create problems and adverse implication for such a merger in the form of non.compliance of various la$s cannot be ruled out! 5' Can the merger be e ective rom a uture date! There is no bar to have the effective date of amalgamation in future! 0ncidentall". is it necessary to obtain separate Court approval a ter ollowing the laid down procedure! . ective /ate0 and the -Appointed /ate0! The 'Appointed +ate( connotes the date of amalgamation i!e! the date from $hich the underta%ing including assets and liabilities of the transferor compan" vest in transferee compan"! The '.

being part of the scheme! 9' (hat is -+everse Merger0! '=everse #erger( is a coined term generall" used in those cases of mergers $here a compan" having higher net$orth is merging into a compan" having net$orth lo$er than it! 13' /o 4. state that this approval is also for reduction of capital. no separate petition is necessar" for reduction of capital $hich is a part of scheme of amalgamation! 3o$ever.?0 Ta%eover =egulations have no applicabilit" as laid do$n in =egulation -(1)(1) of S.?0 (Substantial Ac8uisition of Shares and Ta%eovers) =egulations. in cases of amalgamation or merger or demerger under the Act.5* $4ubstantial +egulations.There have been numerous decided cases $hich indicate that separate petition under section 1&& of the Act for reduction of capital need not be made if the same is covered as a part of scheme of amalgamation! The Courts have held that the provisions contained in section -91 are a complete code in itself! Thus. 199@! 11' (hether 6rans eror and 6rans eree companies have to ma7e separate petitions amalgamation! 0t has been held in some cases that $here the entire underta%ing of the transferor compan" is transferred to the transferee compan" not affecting the rights of the creditor or members inter se and there is no reorgani7ation of capital of the transferee or approval o scheme o . Acquisition 1991 are o 4hares applicable and to 6a7eovers% amalgamation or merger or demerger under the Act! 5o. in e*plicit terms. S. in the resolution in $hich the approval for scheme of amalgamation is sought must.

is to file an" schemeApetition propose to be filed before an" CourtATribunal under sections -91.8changes prior to iling o amalgamation petition with the Court in case o listed companies! The onl" obligation of listed companies. there is no need for the transferee compan" to file a separate petition! 0n practice. . to ile the SchemeA/etition at least -& da"s prior to filing it $ith the CourtATribunal! 0t is not necessar" to obtain prior approval of the stoc% e*change! The Courts have ruled that non. -94 > 1&1 of the Act $ith the stoc% e*change for approval at least one month before it is presented to the Court or Tribunal! The re8uirement is.compan". as provided in clause 4 of the 6isting Agreement.receipt of approval from stoc% e*change does not bar the Courts to approve the amalgamationAmerger as the approval of the stoc% e*changes is a mere procedural formalit"! 1)' 9ow the approval o shareholders0 and creditors0 are obtained in cases o amalgamation:merger! The approval of shareholders( and creditors 2 secured and unsecured are obtained in meetings convened under the directions of the Court! The Court normall" appoints a Chairperson and an alternate Chairperson for each such meeting! The application is made to the Court for directing convening of meetings and the Court can issue directions on an" or all of the follo$ing matters:. ho$ever. the petition is generall" preferred b" the transferee compan"! 1&' *s it necessary to obtain approval o the 4toc7 . therefore.

time and place of meetings< Appointment of chairperson for the meetings< Contents of notice and the manner of service of 5otice< +etermination of the classAclasses of members and creditors $hose meetings are to be held< +etermination of 8uorum< An" other matter as the court ma" deem fit! *s it possible to obtain dispensation o the meetings o shareholders or creditors! 0t is the discretion of the Court and generall" $here it is sho$n that creditors or members have given their consent to the scheme of amalgamation and their interest are not pre1udiciall" affected. the Courts grant dispensation! The 1udicial discretion is e*ercised after careful considerations of the facts and circumstances of the case! A case in e*ample could be grant of dispensation of shareholders( meeting in a compan" $ith fe$ shareholders and all of them have given their consent in $riting! 15' *s voting by show o hands is allowed in meetings o creditors or members in which approval o the 4cheme o Amalgamation is the only agenda item! The voting at Court convened meetings of members or a creditor is to done through poll onl"! The voting b" sho$ of hands is not permissible! 16' *s it necessary to pass a special resolution i'e' ):.a) b) c) d) e) f) 1.' +ate. conditions of majority in .th ma"ority or approval o scheme o amalgamation! Section -91( ) re8uires that the resolution approving the scheme of amalgamation should be passed b" majority in number representing 3/4th in value of the creditors or members! ?oth the conditions are cumulative! 3o$ever.

being given b" financial e*perts and the Courts are suspicious of genuineness of share e*change ratio $hich has been arrived at $ithout such a report! &3' *s there any Accounting 4tandard on -Accounting Amalgamations0! or .number and representing 3/4th in value is to be applied for members or creditors present in person or through pro*ies at the time of meeting! 11' *s it necessary to submit report o Court! 0t is incumbent upon the Chairperson to submit report of proceedings of the meeting indicating 2 a) b) c) d) e) 12' the number of persons present at the meeting< the number of persons voting in person and through pro*"< the value of sharesAindebted amount< the votes cast in favour of the resolution< and the votes cast against the resolution! 9ow the share e8change ratio is decided! The share e*change ratio is derived or decided on the basis of valuation done b" a Chartered Accountant! Considering the valuation report. share e*change ratio is arrived upon! 19' (hether it is mandatory to obtain Chartered Chairman to the Accountants report or share e8change ratio can be derived without it! Though it is not mandator" to obtain CA report. it is important to arrive at share e*change ratio on the basis of such a report onl" as the Courts rel" to a greater degree on such reports.

14 Accounting for Amalgamations $hich deal $ith accounting treatment and disclosure in case of Amalgamations! .The 0nstitute of Chartered Accountants of 0ndia (0CA0) has issued AS.

+=. $hich can be formed onl" after scanning of information and records available! +ue +illigence embraces the assessment process to 1udge the benefits vis. hidden liabilities etc! The due diligence process includes revie$ of cash flo$s 2 past and future. /*<<*=.+4 A>/ AMA<=AMA6*?>4 +ue +illigence refers to the process of appraising. revie$ of technical feasibilit". assessment of viabilit". digging out hidden liabilities after an independent assessment. assessing and evaluating business ris% $ith anal"sis of cost benefit $hich is involved in #erger > Amalgamation! 0t is li%e tr"ing to find a s$itch to put on the light $hen in entering a dar% room! The decision to merge or amalgamate has to be based on considered opinion.>C./. it encompasses 2 1! ! -! 4! =evie$ of Commercial viabilit" =evie$ of Cinancial liabilit" =evie$ of Ta* Assessments =evie$ of 6egal cases The process of due diligence cannot be sidestepped in #ergers and . ta* assessments.vis the troubles that $ill be faced in post merger scenario! Ac8uisitions! +ue +illigence is a broader term than financial audit! 0n financial audit. B.. the auditors are mainl" concerned so far as the material accurac" of the financials and its presentation in the form of statements $ith a vie$ to provide true and fair picture of entit"(s financials! The due diligence process goes be"ond the boo%s of account maintained b" the entit" and involves anal"sis of actions of entit" 2 assessment of problems faced b" the entit". status of ta* assessments and its financial impact. valuation of assets. *> M. assessment and anal"sis of information technolog" securit" s"stems etc! 0n short. impact of legal cases.

1! ! -! 4! 5! 0dentification of the purpose of #erger and Ac8uisition! =evie$ and Stud" of past ?usiness operations! Stud" of 0nformation S"stem $ithin the organi7ation! Collection of +ocuments! Assemblage of De" 0nformation from #anagement and 0ndependent sources! 6! @! E! 9! Allocation of revie$ responsibilities amongst team members! Compilation of findings of team members! Assessment of findings! /reparation of due diligence report! . assigned the tas% of due diligence follo$s the follo$ing steps: . revie$. la$"ers. $hich has been. valuers having e*pertise in their o$n field! The assessment. anal"sis.5! 6! =evie$ of #anpo$er =esources =evie$ of compliance of la$s The due diligence process is a team $or% consisting of chartered accountants. scrutin" and e*amination under due diligence process involves speciali7ation and application of mind $hich goes be"ond fact finding e*ercise i!e! mere chec%ing of records available! The Chartered Accountants pla" a ma1or role in due diligence process and no meaningful due diligence $ould be complete $ithout their participation! The team.

"ears or 5 "ears! -! 4! 5! 6! /ro1ected ?usiness and 0ncome Scenario! Coreign Collaboration Agreements! Technical Collaboration Agreements! 0ntellectual /ropert" =ights 2 Cop"rights.or 6icenses.nvironmental /ending 6itigation details $ith estimated financial ./ue /illigence Chec7list 4tep 1 @ Collection o /ocuments:*n ormation rom Management 1! ! #emorandum > Articles of Association of the entit"! Cinancial Statements consisting of ?alance Sheet.aluation 0nternal audit =eports Ta* Assessments and Ta* Audit =eports for last . /atents > Trade #ar%s @! liabilit" E! 9! clearances 1&! 11! 1 ! 1-! 14! 5 "ears 15! 6oan Agreements and Charge Certificates Correspondence $ith Fovernment Authorities #ar%eting 5et$or% +etails $ith feasibilit" studies ?rand and Food$ill . /rofit > 6oss Account. Auditor(s =eport and +irector(s =eport for last . Schedules. Cash Clo$ Statement. 5otes to Accounts. 8uota rights etc! Fovernment Approvals including .

8uit" Shares Segment 0nformation 0nformation Technolog" S"stems 0T Securit" #easures #inutes of ?oard and Committee #eetings .mplo"ee Contracts /a"roll 6iabilit" Status of Statutor" +ues including 6abour +ues Titles and o$nership of /ropert" and Assets Status of Contingent 6iabilities Sales and /urchase Agreements /ricing /olic" #)G(s and Shareholders( Agreements Hoint .S)/(s and S$eat .! --! financials -4! -5! -6! -@! -E! -9! 4&! 41! Corporate Fuarantees given 6ease Agreements Shareholding +etails Technical Ceasibilit" =eports /ending ContractsA)rders in hand 0nternal Control S"stems and /rocesses Statement of 0nventor" for last .enture Agreements Subsidiar" and Associate Compan" +etails and Iarrant" Agreements 0nsurance /olicies Cenvat Credit on Capital Foods .16! 1@! 1E! 19! &! 1! ! -! 4! 5! 6! @! E! 9! -&! -1! .or 5 "ears +ealership and franchisee Agreements .

4tep & @ Assemblage o *n ormation rom *ndependent 4ources 1! ! -! 4! 5! 6! @! 0ndustr" +ata 0ndependent Search of Title +eeds #ar%et =eports and Studies Customer =eports /roduct Ceasibilit" =eport /ast 6itigation =ecord and )rders /rosecution of Compan" and +irectors for offences for non.recoverable Assets ?ad and +oubtful +ebts .aluation of 6iabilities 3idden 6iabilities /roduct $arrantiesAclaims Cinancial 6iabilit" arising out of /ending 6itigation FuaranteesAComfort 6ettersA6etters of Credit given Statutor" +ues 6iabilit" including 0nterest and /enalt" 5on.compliance of la$s E! /rocurement of certified copies of Cinancial Statements and other documents 9! 1&! Search =eport for Charges and #ortgages Credit =eport from ?an%ersACinancial institutions 4tep ) @ +eview o /ocuments:*n ormation 1! ! -! 4! 5! 6! @! E! 9! )ver valuation of Assets Gnder .

A4 .+ 4' >o' 46.A4 B?+ AMA<=AMA6*?>:M.aluation #ethod of 0nventor" Compliance of various 6a$s Compliance of Accounting Standards 0ntellectual propert" =estrictive Covenants 0T securit" measures 0dentification of 0tems not disclosed Correctness of financial figures Jualit" of #anagement and 6eadership =esearch and +evelopment /rogrammes #ar%et =eputation Fovernance policies C9.+=. 5on.1&! 11! 1 ! 1-! 14! 6i%elihood of accrual of contingent liabilities )ver valuation of 0ntangible Assets Technological )bsolescence Ta* liabilities in future Status of 6abour #anagement Agreements $ith reference to retrenchment 15! 16! 1@! 1E! 19! &! 1! ! -! 4! 5! 6! Slo$.moving > )bsolete 0nventor" .moving.C<*46:46.

press releases.nglish > 6ocal 6anguage ne$spapers . Cinancial 0nstitutions and other secured creditors and obtain their consent Application to be filed to the Court for direction to convene the . if applicable 0ntimation to ?an%ers. 1956! /ublication of advertisement in .Ta*. about ?oard #eeting for the proposed Amalgamation +etermination of Share . as approved b" the Court.*change. la$"ers and consultants 5otif"ing the Stoc% . if applicable. if meetings not dispensed $ith +espatch of notices for holding the meeting to pass the resolution along $ith the e*planator" statement as re8uired under section -9-(1)(a) of the Companies Act.1) +ue +iligence! S"stem.*traordinar" Feneral #eeting of Shareholders. Cinancial > 6egal +ue +iligence Calling ?oard meeting to appoint valuers . form of pro*" and approved b" the =egistrar of the Court or companies.*changes. regarding holding of the #eetings of Shareholders and Creditors! Ciling of =eport in the form of affidavit b" the Chairpersons of the meetings $ith the Court! ) -) 4) 5) 6) @) E) 9) 1&) 11) 1 ) . ?usiness.*change =atio on the basis of =eport of a Chartered Accountant! Approval of Scheme of Amalgamation 5otification to Stoc% . Creditors 2 Secured and Gnsecured or to obtain dispensation! +raft notice.

up re8uired 3earing b" the Court and prior to passing order allo$ing the scheme . allotting shares. $ith or $ithout conditions! Ciling of certified cop" of Court(s )rder $ith the =egistrar of Companies $ithin -& da"s in form 5o! 1! To carr" out the scheme of amalgamation as approved b" the 3igh Court issuing notices. etc! Allotment of shares and to file =eturn of allotment $ith the =egistrar of Companies in Corm 5o! ! 15) 16) 1@) 1E) 19) &) 1) ) -) .1-) 3olding of Feneral #eeting to approve Amalgamation $ith re8uisite ma1orit" #erger or 14) /assing of =esolution approving the Scheme of Amalgamation sub1ect to 3igh Court confirmation b" both companies Ciling of =esolutions $ith the registrar of companies $ithin -& da"s in Corm 5o! -! Ciling of the petition $ith 3igh Court for approval of the scheme $ithin @ da"s of filing of chairman(s reports of meetings 5otice to the official li8uidator of the Transferor Compan" and from =egistrar of Companies of Transferor and Transferee compan"(ies) /ublication of advertisement as approved b" the Court notif"ing the date of hearing fi*ed b" the 3igh Court regarding consideration of petition! )fficial 6i8uidator > =egional +irector to submit reports 2 Collo$. to hear ob1ections! Court ma" approve.

petition or an" other document as ma" be re8uired to be signed in connection $ith the approval of the Scheme! The" are further authori7ed to do all such things./ra t +esolution o the 5oard approving the 4cheme o Amalgamation K=. of the Companies Act.+ pursuant to the provisions of sections -91 to -94 and other applicable provisions. &&5 being the 'Appointed +ate(!N K=. deeds and acts as ma" be deemed necessar" and e*pedient in connection $ith the approval of the Scheme. be and is hereb" approved for amalgamation of the compan" $ith L9M 6imited $ith effect from 1 st April..= T3AT #r! OOOOOOOOOOOOOOO and #r! OOOOOOOOOOOOOO. the Scheme of Amalgamation in terms of the draft produced at the meeting dul" initialed b" the Chairman for the purpose of identification.S)6. +irector of the compan" be and are herb" severall" authori7ed to sign an" application. affidavit.+ CG=T3...S)6. for and on behalf of the compan"!N K=.+ CG=T3. +irectors of the compan" be and are hereb" authroised to appoint and engage an" advocate or firm of advocates and solicitors to represent the compan" for approval of the Scheme!N . 1956 and sub1ect to the approval of the membersAcreditors and approval b" the 3igh Court of +elhi at 5e$ +elhi.S)6.= that #r! OOOOOOOOOOOOO and #r! OOOOOOOOOOOOOOOO. if an".

read with 4ections 133 to 13) o the Companies Act.9?</.+ is a compan" incorporated under the Companies Act.> A5C <*M*6. 1956 having its registered office at OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO! 1! A?C 60#0T.M.+4 A>/ C+.G A?C 60#0T.+=.nder 4ections )91 to )9.6(./ A>/ CDE <*M*6./ A>/ 69.+0 4C9.M. ?B -/.*+ +. assembling and sale of all %inds of OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO! 1!4 L9M 60#0T./*6?+4 $.4A.M. 49A+.M.>6 & /.C division is engaged in the business of manufacture.C6*F.+ is a Compan" incorporated under the provisions of the Companies Act.+ 5./+AB6 4C9.C at OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOand OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO! 1!- The (a) A?C /roducts +ivision is engaged in the business of manufacturing > trading in all %inds of OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO< and (b) the +.M.+ has +ivision +ivision $ith $ith main divisions. ?B A++A>=.+=.AM5<.. 1956% 1' 1!1 A+. namel"< (a) A?C /roducts factor" factor" located (b) located at +. 1956 having its registered office at .

B*>*6*?>4G 0n this Scheme unless repugnant to the meaning or conte*t thereof.OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO and is engaged in the business of manufacture and sale of various %inds of OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO! 1!5 As a measure of corporate restructuring.C +ivision b" demerging it to L9M 60#0T.+ > L9M 60#0T. A?C 60#0T. 1956! . $hich in turn shall be able to chal% out gro$th plan thereb" increasing profitabilit" of the +ivision! 1!6 A?C 60#0T.+ post demerger! 1!@ To give effect to the said proposal.+ to concentrate on its core business i!e! A?C +ivision and to combat fierce competition arising out of entr" of global pla"ers! The demerger $ill provide a speciali7ed +.C +ivision! The proposed demerger $ill enable A?C 60#0T. the follo$ing e*pressions shall have the follo$ing meaning:.+ has decided to demerge its +. A! P6he Act( means the Companies Act. increasing efficienc" in business operations and to realise the potential for further gro$th. operation on a broader scale.+ and restructure the respective companies A?C 60#0T.+. the Scheme of Arrangement > +emerger is presented for approval of the 3on(ble 3igh Court at +elhi! &' /.+ proposes b" this Scheme of Arrangement to separate the +. more efficient use of e*isting resources.C business to L9M 60#0T.

ective /ate0 means the date b" $hich last of the approvals specified in this Scheme shall have been obtained! . tangible or intangible including all rights . as more full" set out in the Schedule 0 hereof! 0n particular. title .C +ivision as set out in Schedule 000 hereof! .ho$ and other and other intellectual propert". the details of the material parcels of land are included in Schedule 00 hereof! (ii) All permits. patents. trade mar%s. agreements and all other rights including lease rights. nature and description $hatsoever pertaining to the +. be applicable! &&5. (i) all the assets $hether moveable or immoveable. depots and godo$ns. covenant.C +ivision. cop"rights. the date $ith effect from $hich the scheme of Arrangement > +emerger shall C! +! ICourtN means the 3on(ble 3igh Court of Hudicature at +elhi! The J.+ at QQQ! (+elhi) and shall also include .! The J/. branches. underta%ings. interest. plant and machiner" $hether leased or other$ise. %no$. po$ers and facilities of ever" %ind. title and interest in connection $ith the land and the buildings thereon $hether leasehold or other$ise. licenses. offices. industrial and other licences. rights. trade names.B /ivision0 means the unit of A?C 60#0T. 8uotas. together $ith all present and future liabilit" including contingent liabilities and debts appertaining thereto. of the Transferor Compan" of all of $hich relate to the +. privileges and benefits of all contracts.?! The KAppointed /ateH means April 1. liabilities including continuing rights.

+ $ill be allotted pursuant to this Scheme! F! I4chemeH means this scheme of Arrangement > +emerger in its present form submitted to the Court for sanction or $ith an" modification(s) approved or imposed or directed b" the Court! 3! IA5C <*M*6. ./H or the 6rans eree CompanyH means L9M 60#0T.+.+ in connection $ith or relating to the +.1.+ for the purpose of determining the member of A?C 60#0T.C +ivision< C! I+ecord /ateH means the date to be fi*ed b" the ?oard of +irectors of A?C 60#0T.*isting Share Capital of A?C 60#0T. each (ii) *ssued 4hare Capital +s'). 1956 having its registered office at OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO! 0! KCDE <*M*6. the Transferee Compan". branches or other offices< (iv) All earnest mone"s andAor securit" deposit paid b" A?C 60#0T. 1956./0 or the 6rans eror CompanyH means A?C 60#0T.(iii) All permanent emplo"ees of A?C 60#0T.C +ivision at the factor". having its registered office at OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO! )' (a) 49A+. incorporated under the Companies Act.+! (i) Authorised 4hare Capital 63.23. CAA*6A<G .&&& e8uit" shares of =s! 1&A.+ to $hom the shares of L9M 60#0T.&&. incorporated under the Companies Act.3'33 +s' ).+.+ engaged in or in relation to +.&).333'33 -6.33.

. 1961 and in the manner enumerated in ensuing paragraphs! 4! Iith effect from the Appointed +ate..8uit" Shares of =s!1& each (iii) 4ubscribed and paid up Capital +sKKKK KKKKK . if an" subsisting . be transferred to and vested in or be deemed to have been transferred to and vested in L9M 60#0T.C +ivision of A?C 60#0T.B /.&14 .+.@@5 e8uit" shares of =s!1& each full" paid up (b) .-E. $ithout an" further act or deed.153'33 -1. charges and mortgages.11.8uit" Shares of =s!1& each (iii) 4ubscribed and paid up Capital +s').@&. sub1ect to e*isting securities.' 4!1 6+A>4B.+ shall be +emerged and transferred to and vested in or be deemed to be transferred to and vested in L9M 60#0T.+ in accordance $ith Section (19AA) of the 0ncome ta* Act.+ for all the estate and interest of A?C 60#0T.8uit" shares of =s!1& each full" paid up! .C +ivision shall.+ ?B /. the +.+ (i) Authorised 4hare Capital +sKKKK (ii) *ssued 4hare Capital +sKKKK QQQQQQ!! .31.F*4*?>G The +.*isting Share Capital of L9M 60#0T.

debts. liabilities. duties and obligations of A?C 60#0T. duties. financial institutions.C +ivision and all or an" refundsA credit including #AT creditA claims relating thereto shall be treated as the liabilit" or refundA credit including #AT creditA claims.thereon in favour of ban%s.+ relating to the +.ad1usted. 5?>/4 A>/ ?69.C +ivision as on the Appointed +ate $hether provided for or not in the ?oo%s of Accounts of A?C 60#0T. be the debts. all ta*es. contingent liabilities.+ relating to +.+ underta%es to meet.>64 .C +ivision as on the Appointed +ate and all liabilities. duties. discharge and satisf" all debts. as ma" be modified. liabilities. sub1ect to such terms and conditions as ma" be agreed to bet$een Transferor Compan" and Transferee Compan"! 5' C?>6+AC64. $hether disclosed or undisclosed in the ?alance Sheet of A?C 60#0T.+. duties and obligations of A?C 60#0T. discharge and satisf" the same! 4!4 L9M 60#0T. /.M. contingent liabilities. duties and obligation of L9M 60#0T. namel" OOO Assemblies./4.+ underta%es to pa". of Transferee Compan"! 4!6 Transferor Compan" shall permit Transferee Compan" to use its brand R/J=R and corporate logo as a part of its brand name and mar%eting I promotional material for products. as the case ma" be. e*cess pa"able b" Transferor Compan" relating to the +. liabilities. apportioned or re. $ithout an" further act or deed.+ shall.+ *>46+.allocated b" them! 4!All debts.. obligations relating to the said division $hich ma" accrue or arise after the Appointed +ate! 4!5 0t is e*pressl" clarified that $ith effect from the Appointed +ate. re.+ and L9M 60#0T.

+ $ithout further act or deed. trade names. cop"rights. offices.+ had been a part" or beneficiar" or obligee thereto! 5!- Iith effect from the Appointed +ate. L9M 60#0T.+ ma" be eligible and $hich are subsisting or having effect immediatel" before the . %no$. and shall be appropriatel" mutated b" the statutor" authorities concerned there$ith in favour of L9M 60#0T.+ as the case ma" be.+.ffective +ate.C +ivision of A?C 60#0T. branches. trade mar%s. all permits. agreements and all other rights including lease rights. the environmental licenses.ho$ and other and other intellectual propert". and consents factor" including licenses. an" statutor" licenses. nature and description $hatsoever pertaining to the +. statutor" permissions or approvals or consents re8uired to carr" on the .+. L9M 60#0T.C +ivision to $hich A?C 60#0T. no ob1ection certificates.+ upon the vesting and transfer of +. shall be and remain in full force and effect in favour of or against L9M 60#0T. 8uotas. deeds.+ had been a part" thereto! 5! Iith effect from the Appointed date. licenses. privileges and benefits of all contracts.+ and ma" be enforced as full" and effectuall" as if instead of A?C 60#0T. and ma" be enforced as full" and effectuall" as if. permissions or approvals or consents re8uired to carr" on operations in the +.+ pursuant to the scheme! The benefit of all statutor" and regulator" approvals permissions. industrial and other licences.5!1 Sub1ect to the other provisions contained in this Scheme all contracts. depots and godo$ns.+ shall stand vested in or transferred to L9M 60#0T. instead of A?C 60#0T.C +ivision of A?C 60#0T. patents.+ to $hich A?C 60#0T. agreements and other instruments of $hatever nature relating to the +.+ is a part" or to the benefit of $hich A?C 60#0T.+ is a part" subsisting or having effect immediatel" before the arrangement shall remain in full force and effect against or in favour of L9M 60#0T. po$ers and facilities of ever" %ind. bonds. rights.C +ivision of A?C 60#0T.

at an" time after the coming into effect of this Scheme in accordance $ith the provisions hereof. arbitrations./*>=4 All legal or other proceedings including an" suits. po$er.+ in respect thereof! 1' 6+A>4B. liabilit".+ in respect of the +. revie$. obligation or duties of A?C 60#0T.C +ivision (including those relating to an" propert".operations of the +.+ is a part" in order to give formal effect to the above provisions! L9M 60#0T. $hether pending on the Appointed +ate or $hich ma" be instituted in future in respect of an" matter arising before the .+ pursuant to the scheme! 5!4 The L9M 60#0T.+ to $hich A?C 60#0T.4 C?MAA>D04 46ABB.+ and to carr" out or perform all such formalities or compliances referred to above on part of A?C 60#0T. be deemed to be authori7ed to e*ecute an" such $ritings on behalf of A?C 60#0T..+ shall.+.+ under statute.C +ivision S shall be continued and enforced b" or against L9M 60#0T. b" or against +. (?+LM. A?C 60#0T.ffective +ate and relating to the +.+ $ill defend the same as per advice of L9M 60#0T.+! 6' <.+. $ill e*ecute deeds of confirmation or other $ritings or arrangements $ith an" part" to an" contract or arrangement in relation to the +.+ onl"! 0f proceedings are ta%en against A?C 60#0T.+?+ .C +ivision of A?C 60#0T.> A>/ .C +ivision shall vest in and become available to L9M 60#0T. e*ecution proceedings. if an". under the provisions of this Scheme.=A< A+?C. revisions. references.MA<?D.. appeals.+ against all liabilities and obligations incurred b" A?C 60#0T. $rit petitions. if so re8uired under an" la$ or other$ise.+ and the latter $ill reimburse and indemnif" A?C 60#0T.+ at the cost of L9M 60#0T.C +ivision of A?C 60#0T. right.

/A6.ffective +ate! L9M 60#0T.BB.C +ivision shall be continued for the benefit of such emplo"ees. including emplo"ees $ho ma" 1oin L9M 60#0T.ffective +ate b" A?C 60#0T.+! underta%e to continue to abide L9M 60#0T.4*>.+ after the Appointed +ate on the same terms and conditions and $ith effect from such da" L9M 60#0T.+ agree that the service of all such emplo"ees $ith A?C 60#0T.C +ivision! L9M 60#0T.+ upto the Appointed +ate shall be ta%en into account for purposes of all retirement benefits for $hich the" ma" be eligible in A?C 60#0T.C +ivision $ith an" GnionAemplo"ees of +.(a) All permanent emplo"ees of A?C 60#0T.+ $ith continuit" of service and on the same terms and conditions on $hich the" are engaged as on the .+ further agree that for the purpose of pa"ment of an" retrenchment compensation.+ engaged in the +.mplo"ees Ielfare measures including funds.+ shall stand transferred to L9M 60#0T.+ shall ma%e the necessar" contributions for such emplo"ees ta%en over b" L9M 60#0T.+ shall also be ta%en into account and agrees and underta%es to pa" the same as and $hen pa"able! (b) L9M 60#0T. branches and other offices and else$here and $ho are in the emplo"ment of A?C 60#0T. gratuit" and other terminal benefits such past services $ith A?C 60#0T.+ underta%es that the e*isting . . organised and created b" A?C 60#0T.C6*F.+ upto the .+ shall b" an" of the AgreementASettlement etc entered into b" A?C 60#0T.+ constitutes its o$n arrangements and obtains necessar" approval for the same! 2' C?>/.+ until L9M 60#0T. trusts and arrangement.+ in respect of +.C6 ?B 5.C +ivision at its factories.+ for its emplo"ees of +.+?+ C?MAA>D 6*<< .44 5D 6+A>4B.

$hose name is recorded in the =egister of #embers of S/#6 on the =ecord +ate or hisAher heirs.. ?B 49A+.in. e*penditures including management costs. C?MAA>D Gpon the Scheme being sanctioned b" the 3on(ble 3igh Court of +elhi and it becoming effective and the transfer of the +.+ shall $ithout an" further application or deed.C +ivision or an" part thereof (e*cept in the usual course of business) or underta%e substantial e*pansion of its e*isting business pertaining to the +.+ not to alienate. as the case ma" be.+ hereb" underta%es upto and including the . be treated as the income. OOOOOOOOOO . 6+A>4B.8uit" shares of =s! OOOOOOO each in L9M 60#0T. of Transferee Compan"! (c) A?C 60#0T. L9M 60#0T.4 5D 69. issue at par and allot on proportionate basis to each member of A?C 60#0T.C +ivision. for all purposes. ta*es or losses. charge or other$ise deal $ith or dispose off the +. administrators or the successors.+ credited as full" paid. e*penditures.ffective +ate: (a) Transferor Compan" shall be deemed to have been carr"ing on and to be carr"ing on all business and activities relating to the +. becoming effective in terms of the Scheme.title..C +ivision of Transferor Compan" shall. profits accruing to Transferor Compan" and all ta*es thereof or losses arising or incurred b" it relating to the +. profits. e*ecutors.Iith effect from the Appointed +ate and upto and including the . as the case ma" be.ffective +ate to carr" on its business $ith proper prudence and $ithout the prior $ritten consent of L9M 60#0T.+.up in the ratio of for ever" OOOOOOOOOOOOOO .+.C +ivision! 9' a) *44.C +ivision of Transferor Compan" for and on behalf of Transferee Compan"! (b) All income.

up e8uit" shares of =s! OOOOOOO each held b" each such member of A?C 60#0T.+ shall not issue or allot an" =ights Shares or ?onus Shares.+ shall not declare an" dividend for the period commencing from and after April 1.+ has obtained term loans and ban% &&5 $ithout the $ritten borro$ingsAfacilities from ban%s and financial institutions in .4G A?C 60#0T.4:+*=964 49A+. out of its Authorised or unissued Share Capital for the time being! 11' a) 6.+M <?A> A>/ 5A>L 5?++?(*>=4:BAC*<*6*. &&5 or an" "ear thereafter! 1&!.>/4. A+?B*64. as it thin%s fit. the profits of the A?C 60#0T. &&5 shall belong to and be the profits of the Transferee Compan" and $ill be available to the Transferee Compan" for being disposed of in an" manner.up share capital of A?C 60#0T.+! b) The reduction of capital as mentioned above in this Scheme of Arrangement shall be effected as a part of this composite Scheme itself and not under a separate process in terms of Sections 1&& to 1&.of the Act as the same does not involve either diminishing of liabilities in respect of unpaid share capital or an" paid up capital! 13' /*F*/. 5?>.+! The paid. consent of the Transferee Compan"! 1&! Sub1ect to the provisions of the Scheme.+ for the period beginning from April 1. including declaration of dividend b" the Transferee Compan" in respect of its financial "ear ending -1 st #arch.A?C 60#0T.+ shall stand reduced to the e*tent of net value of assets (including reserves) and liabilities being transferred to L9M 60#0T.full" paid.4 1&!1 A?C 60#0T.

ffective +ate for operations of the +. pertaining to the +.+. and obligations! d) All loans raised after the Appointed +ate but before the .+ shall respectivel" $ith all reasonable dispatch. charges and e*penses as remain due upto the Transfer date.C +ivision vested in it under the scheme and compl" $ith all terms and conditions on $hich such loans have been granted $ith such modification as the aid institutionAban%s ma" stipulate! c) The securities created b" A?C 60#0T.ffective +ate and used and liabilities incurred b" A?C 60#0T.+ for the amount of debt.C +ivision shall be discharged b" L9M 60#0T. ma%e applications A petitions to the Court for sanctioning this Scheme of Arrangement under Section -91 of the Act read $ith Section 1&& to 1&.+6 )n the Scheme being agreed to b" the re8uisite ma1orities of the members of A?C 60#0T. borro$ingsAfacilities on the movable and immovable properties of the +.C +ivision. $ill continue to be in full force and effect and shall remain binding on L9M 60#0T.+ in favour of an" of the financial institutionsAban%s as mentioned hereinabove for the amounts of their outstanding loans.C +ivision against the securit" of the assets of the said division created as per the details given in the anne*ure hereto! b) /ursuant to the scheme. liabilities.+! 1&' AAA<*CA6*?>4 6? 9*=9 C?.+ after the Appointed +ate but before the .and other applicable provisions of the Act for carr"ing this Scheme into effect! 0t is .respect of the +.+ as $ell as the L9M 60#0T. L9M 60#0T.+ agrees and underta%es to pa" the said term loans and ban%Aborro$ingsAfacilities $ith interest cost. both A?C 60#0T.+ and the members of L9M 60#0T.

' 4C9.M. titles and defences A?C 60#0T.+ ma" be e*ercised b" their respective ?oards. a committee or committees of the concerned ?oard or an" +irector authori7ed in that behalf b" the concerned ?oard! 1. interests. desirable or e*pedient for putting the Scheme into effect! The aforesaid po$ers of A?C 60#0T.+ and L9M 60#0T. C?>/*6*?>A< ?> AAA+?FA<4:4A>C6*?>4 The Scheme is conditional upon and sub1ect to the follo$ing approvalsApermissions and the Arrangement shall be deemed to be completed on the . on behalf of all persons concerned to an" modifications or amendments to the Scheme or agree to an" terms and A or conditions $hich the Court and A or an" other authorities under la$ ma" deem fit to approve of or direct or impose or $hich ma" other$ise be considered necessar" or desirable or appropriate b" them in the best interest of the members for settling an" 8uestions or doubt or difficult" that ma" arise. matters and things and ta%e all such steps as ma" be necessar".+ has or ma" have under or pursuant to all applicable la$s! 1)' M?/*B*CA6*?>4:AM. or in an" matter connected there$ith and to do all acts.ffective +ate! . under or b" virtue of this Scheme and for the implementation and A or carr"ing out of the Scheme. assent from time to time.>/M.+ ma" in their full and absolute discretion.+ and L9M 60#0T.>64 6? 69. $hether b" reason of an" order of the Court or of an" directive or orders of an" other authorities or other$ise ho$soever.+ and L9M 60#0T. deeds.M. A?C 60#0T. 4C9. arising out of.hereb" clarified that submission of the Scheme to the Court and to an" authorities for their respective approvals is $ithout pre1udice to all rights.

*A6 ?B AAA+?FA<4:4A>C6*?>4 .+ $ith L9M 60#0T. -9 and -94 of the Act! c) The approvals of public financial institutions. under an" contract entered into $ith them b" A?C 60#0T. ban%s and creditors $herever necessar".BB.+ and to the necessar" )rder or )rders under Sections -91.of the Act for calling meetings and necessar" resolutions being passed under the Act! b) The sanctions of the Court of the Scheme of Arrangement under Sections -91 and -94 of the Act read $ith Section 1&& to 1&-.a) The approval of the Scheme b" the re8uisite ma1orities of such classes of persons of A?C 60#0T.C.+! d) The Sanction or Approval under an" la$ of the Central Fovernment or an" other agenc".+ and L9M 60#0T. the Scheme shall also become effective in terms of and upon the fulfillment of re8uirements of an" other la$ that ma" be brought into force in this behalf before the Scheme other$ise becomes effective as hereinbefore provided! 15' .+ ma" direct the Scheme once sanctioned $ill be binding on all concerned! f) 5ot$ithstanding an"thing contained hereinabove.+. department or authorities concerned in respect of an" of the matters in respect of $hich such sanction or approval is re8uired! e) The Scheme shall be sub1ect to such modifications as the Court $hile sanctioning such arrangement of A?C 60#0T. in favour of A?C 60#0T. as ma" be directed b" the Court on the applications made for directions under Section -91 read $ith section 1&& to 1&.C6 ?B >?>#+.+ and L9M 60#0T.+ > L9M 60#0T.

sub1ect to a specific provision.+ and L9M 60#0T. performance of $hich $ill put the other compan" under an" obligation.M.+ or L9M 60#0T. cancelled and be of no effect and in that event no rights and liabilities $hatsoever shall accrue to or be incurred b" parties inter se.CA. charges and e*penses in connection $ith the Scheme unless other$ise mutuall" agreed! 16' a) .+ in e8ual shares! b) 0n the event of non.fulfillment of an" or all obligations under the Scheme.+ or L9M 60#0T. b" either A?C 60#0T. liabilit" or obligation $hich has arisen or accrued pursuant thereto and $hich shall be governed and be preserved or $or%ed out as is specificall" provided in the Scheme or ma" other$ise arise in la$! A?C 60#0T. to the contrar" under the Scheme! c) All costs.+ shall bear their o$n costs. All costs. levies and all other e*penses. such defaulting compan" $ill indemnif" all costs A interests etc! to the other compan". charges.>4.+ respectivel" in relation to or in connection $ith this Scheme including negotiation leading upto the Scheme and for carr"ing out and . if an" (save $here e*pressl" provided other$ise) of A?C 60#0T.+.+ and L9M 60#0T. charges and e*penses in connection $ith the Scheme and of carr"ing on or completing the terms and provisions of the Scheme including an" incidental charges shall be borne and paid b" A?C 60#0T. ta*es including duties. the Scheme of Arrangement shall become null and void and shall stand revo%ed. the non. if an". save and e*cept in respect of an" act or deed done prior thereto as is contemplated hereunder or as to an" right.0n the event of an" of the said sanctions and approvals referred to in clause 14 above not being obtained and A or the Scheme not being sanctioned b" the Court and A or the order or orders not being passes as aforesaid.4 C?>>.C6. 4C9. including legal e*penses./ (*69 69.

564:/*BB.6*?> ?B /?. creditors.>C.4?<.4 0f an" doubt or difference or issue shall arise bet$een the parties hereto or an" of their shareholders.+! 11' +. emplo"ees and A or an" other person as to the construction hereof or as to an" account or apportionment to be ta%en or made of an" asset or liabilit" transferred under this Scheme or as to the accounting treatment thereof or as to an"thing else contained in or relating to or arising out of this Scheme.+ and L9M 60#0T.+ $hose decision shall be final and binding on all concerned! .completing the terms and provisions of this Scheme and A or incidental to the completion of arrangement of A?C 60#0T.+.+ in pursuance of this Scheme shall be borne and paid e8uall" b" A?C 60#0T. the same shall be decided b" the mutual agreement bet$een the ?oard of +irectors of A?C 60#0T.+ and L9M 60#0T.

po$ers and authorities. in the State of OOOOOOOOOOOOOOO! (b) KThe Transferee Compan"N means IL9M 6imited. movable and immovable. and all properties. 1956! KThe Appointed +ateN or KThe Transfer +ateN means April 1. &&5! (e) KThe . a Compan" incorporated under the Companies Act. for the purposes of 0ncome Ta* Act. $ith modifications./+AB6 4C9. 1956.M. the Gnderta%ing of the Transferor Compan" shall include all rights and privileges. or as sanctioned b" the OOOOOOOOOOO 3igh Court. the .of the Companies Act.ffective +ate shall be April 1. real or corporeal. in the State of OOOOOOOOOOOOOOO! (c) (d) KThe ActN means the Companies Act. the ?oard of +irectors of the Transferee Compan" ma" fi* the date! (f) KThe SchemeN means the Scheme of Amalgamation of A?C+ 6imited Iith IL9M 6imited as contained herein.*isting Compan" under section . if an"! (g) Cor the purpose of this Scheme. &&5. having its =egistered )ffice at OOOOOOOOOOOOOOOOOO. and for the purposes of allotment of shares of Transferee Compan". of $hatsoever nature and . 1956. ?B AMA<=AMA6*?> 0n this Scheme. having its =egistered )ffice at OOOOOOOOOOOOOOOOOOOOO. present or contingent.ffective +ateN means the date on $hich the last of the approvals hereinafter provided $ill have been obtained! 3o$ever. unless inconsistent $ith the sub1ect or conte*t: (a) KThe Transferor Compan"N means A?C+ 6imited an . incorporeal in possession or reversion.

&&& e8uit" shares of =s! 1& each and =s! 1&. provident fund or compensation retrenchment! 4hare Capital A' 6rans eror Company )n #arch -1.&&. divided into capital is Transferee Compan" is =s! &.&&.&&& (=upees )ne Crore) divided into 1. liabilities and duties of the Transferor Compan" and all other obligations of $hatsoever %inds including liabilities in respect of the emplo"ees of the Transferor Compan" agreed to be ta%en over b" the Transferee Compan". claims. the Authorised Share Capital of the in the event of voluntar" retirement or Transferor Compan" is =s! 1.&&.&&& e8uit" shares of =s! 1& each and OOOOOOOOOOOOOOOOOO (=upees OOOOOOOOOOOOOOOOO) OOOOOOOOOOOO /reference Shares of =s! OOOOOOO each! The issued =s! divided into OOOOOOOOOOOOO e8uit" shares of =s! 1& each and the .&&& preference shares of =s! 1& each! The issued Capital is =s! OOOOOOOOOOOO (=upees OOOOOOOOOOOOOOO) divided into OOOOOOOOOOO e8uit" shares of =s! 1& each and the subscribed and paid. rights. $ith regard to the pa"ment of gratuit". the Authorised Share Capital of the )n #arch -1.$heresoever situated including in particular all licenses permits. approvals.&&. leases. and import 8uotas held b" the Transferor Compan" o to $hich the Transferor Compan" is entitled.&&. trade mar%s.&&& (=upees T$ent" Crores) . patents.&&.&&&. tenanc" rights and liberties.&&. and all debts.&&. pension benefits. &&5.up capital is =s! OOOOOOOOOOOOOOO (=upees OOOOOOOOOOOOOOOOOO) divided into OOOOOOOO e8uit" shares of =s! 1& each! A' 6rans eree Company &&5. 8uotas.&&& (=upess Ten 6a%hs) divided into 1.

that such charge shall not e*tend over or be deemed to be e*tended over an" of the assets of the Transferee Compan" alread" o$ned and held b" the Transferee Compan"! (b) Iith effect from the Appointed +ate. permits. of OOOOOO 3igh Court and $ithout further act or deed be transferred or deemed to be transferred to and vested in and assumed b" the Transferee Compan" so as to become the debts. rights. patents. subsidies. liabilities. approvals. 1956.subscribed and paid. duties and obligations of the Transferor Compan" (hereinafter referred to as Kthe said liabilitiesN) shall. ho$ever. liabilities. duties and obligations of the Transferee Compan"! (c) Gpon this Scheme becoming effective. 8uotas. claims. leases.ffective +ate. all debts. the items appearing as =eserves and Surplus in the boo%s of the Transferor . incentives. trade mar%s and import 8uotas shall under the provisions of Sections -91 and -94 of the Act and pursuant to the )rders of OOOOOOO 3igh Court $ithout an" further act or deed but sub1ect to the charges affecting the same as on the .up capital is =s! OOOOOOOOOOOO (=upees OOOOOOOOOOOOOOO) divided into OOOOOOOOOOOOOOOOO e8uit" shares of =s! OOOOO each! 6he 4cheme o Amalgamation 1! (a) The Gnderta%ing of the Transferor Compan" and particularl" the immovable propert" incapable of passing b" manual deliver" including licences. shall be transferred to and vested in the Transferee Compan" so as to become the Gnderta%ing and propert" of the Transferee Compan" from the Appointed +ate! /rovided. pursuant to the )rder under Section -94 of the Companies Act. liberties. tenanc" rights.

in the ordinar" course of business on or after the Transfer +ate to the end and intent that the Transferee compan" accepts and adopts on behalf of itself all acts. appeal. be discontinued or be in an" $a" pre1udiciall" affected b" reason of the Transfer of the underta%ing of the Transferor Compan" or of an"thing contained in the Scheme. the same shall not abate. or other proceedings of $hatever nature (hereinafter called the KproceedingsN) b" or against the Transferor Compan" be pending. the Transferor Compan" shall be deemed to have carried on and to be carr"ing on its business for and on behalf of and on account of and in trust for the Transferee Compan" until such time that the amalgamation becomes effective in terms of the Scheme! 5! As from the Transfer +ate. prosecuted and enforced b" or against the Transferee Compan" in the same manner and to the same e*tent as the" $ould or might have been continued. deeds and things done la$full" and e*ecuted b" the Transferor Compan" in regard thereto as having been done or e*ecuted on behalf of the Transferee Compan"! 4! As from the Transfer +ate. shall not affect an" transactions or proceedings alread" concluded b" the Transferor Compan". but the proceedings shall be continued.Compan" as at the Appointed +ate shall become the corresponding reserves and surplus of the Transferee Compan"! ! 0f an" suit. the Transferor Compan" shall carr" on the business of the Transferor Compan" until the amalgamation . prosecuted or enforced b" or against the Transferor Compan" if the Scheme had not been made! -! The transfer of underta%ing under Clause 1 hereof and the continuance of the proceedings b" or against the Transferee Compan" under Clause hereof.

becomes effective, $ith utmost prudence and shall not $ithout concurrence of the Transferee Compan" alienate, charge or other$ise deal $ith the propert" or assets of the Transferor Compan" or an" part thereof, e*cept in the ordinar" course of business! 6! Iith effect from the Transfer +ate and up to and inclusive of the ,ffective +ate, all the profits and incomes accruing or arising to the Transferor Compan" or e*penditure and losses incurred or arising as the case ma" be b" the Transferor Compan" shall, for all purposes, be treated and be deemed to be and accrue as profits or income or e*penditure or losses, as the case ma" be of the Transferee Compan"! @! Sub1ect to the other provisions contained in the Scheme, all la$ful contracts, of deeds, bonds, nature agreements to $hich the and other instruments $hatever Transferor

Compan" is a part" subsisting or having effect immediatel" before the amalgamation shall be in full force and effect against or in favour of the Transferee Compan" and ma" be enforced as full" and effectivel" as if instead of the Transferor Compan", the Transferee Compan" had been a part" thereto! E! (a) All emplo"ees of the Transferor Compan" in the emplo"ment of the Transferor Compan" on the ,ffective +ate, shall, as from the said date become the emplo"ees of the Transferee Compan" on the basis that their services have not been interrupted b" the vesting of the underta%ing of the Transferor Compan" in the Transferee Compan" under the Scheme and that the terms and conditions of service applicable to them immediatel" after the ,ffective +ate $ill not be in an" $a" less favourable to them, than those applicable to them immediatel" before the ,ffective +ate!

(b)As far as the /rovident Cund, Fratuit" Cund, Superannuation Cund or an" other Special Cund created or e*isting for the benefit of the emplo"ees of the Transferor Compan" are concerned, upon the Scheme becoming effective, the Transferee Compan" shall be substituted for the Transferor Compan" for all the purposes $hatsoever related to the administration or operation of such Schemes or Cunds or in relation to the obligation to ma%e contributions to the said Cunds in accordance $ith provisions of such Schemes or Cunds according to the terms provided in the respective Trust +eeds or other documents! All the rights, duties, po$ers, and obligations of the Transferor Compan" in relation to such Schemes or Cunds shall become those of the Transferee Compan"! The services of the emplo"ees of the Transferor Compan" $ill be treated as being continuous for the purposes of the aforesaid Schemes or Cunds! 9! (a) Gpon the Scheme become effective, in consideration of the transfer to and vesting of the underta%ing of the Transferor Compan" in terms of the Scheme, the Transferee Compan" shall, $ith an" application being made b" the shareholders of the Transferor Compan", issue and allot to the e8uit" shareholders of the Transferor Compan", e8uit" shares in the Transferee Compan" in the proportion of 1 (one) share of the face value of =s! 1& each of the Transferee Compan", credited as full" paid up for ever" 5 (t$ent" five) full" paid up e8uit" shares of the face value of =s! 1& each, held b" the e8uit" shareholders of the Transferor Compan" on such date as the ?oard of +irectors of the Transferee Compan" ma" decide! (b) As a result of the issue and allotment of the share capital of the Transferor Compan" in the manner specified in sub; clause (a) to this Clause hereinabove, if an" e8uit"

shareholder of the Transferor Compan" becomes entitled to an" fraction of e8uit" shares of the Transferee Compan", no such fractional coupon shall be issued in respect of or representing such e8uit" shares of the Transferee Compan", but such fractional coupon shall be consolidated into $hole e8uit" shares and the ?oard of +irectors of the Transferee Compan", or a Committee thereof ma" allot an" one or more of such consolidated shares to an" nominee(s) as the ?oard of +irectors or the Committee ma" their absolute discretion deem fit for the purpose of holding and selling of such consolidated e8uit" shares! ,ver" such sale of the consolidated e8uit" shares shall be at such price or prices as ma" be approved b" the ?oard of +irectors or the Committee and upon receipt of the purchase price in respect of such sale (provided the ?oard of +irectors or the Committee approved the purchaser), the ?oard of +irectors or the Committee shall allot the e8uit" shares to the approved purchaserAs! the total net sale proceeds of such consolidated e8uit" shares (after defra"ing therefrom all costs, charges, and e*penses of sale) shall be distributed and divided among those e8uit" shareholders of the Transferor Compan" as $ould other$ise have been entitled to such fractions of the e8uit" shares of the Transferee Compan" in proportion to their respective interest in such fractions! (c) ,8uit" shares so allotted b" the Transferee Compan" to the shareholders of the Transferor Compan" $ill in all respects ran% pari;passu $ith the e*isting e8uit" shares of the Transferee Compan" for dividend, voting and other rights! (d),ver" shareholder of the Transferor Compan" shall surrender to the Transferee Compan" for cancellation, the relevant share certificate(s) held in the Transferor Compan" and thereupon the Transferee Compan" shall issue the

certificate(s) for the shares in the Transferee Compan" he or she ma" be entitled to! 1&! The OOOOOOOOOOOO e8uit" shares of =s! OOOOO each. in the Transferor Compan" are held b" the Transferee Compan"! The said OOOOOOOOO e8uit" shares shall be transferred b" the Transferee Compan" before the date of allotment of shares b" it pursuant to Clause 9 hereof. the Transferor Compan" and the Transferee Compan" shall $ith reasonable despatch. the #ain )b1ects of the #emorandum of Association of the Transferor Compan" shall form part of the #ain )b1ects of the #emorandum of Association of the Transferee Compan"! 1 ! )n the Scheme being agreed to b" the re8uisite ma1orities of the members of the Transferor Compan" and of the members of the Transferee Compan". appl" to the 3igh Court of Hudicature at #umbai for obtaining sanction to this Scheme of Amalgamation under Section -91 of the Act and for an )rder or )rders under Section -94 of the Act for carr"ing this Scheme into effect and for dissolution of the Transferor Compan" $ithout $inding up as also an" )rder or )rders as ma" be necessar" and appropriate under the Act! 1-! The Scheme is conditional upon and sub1ect to: . to such part"Aparties as the ?oard of +irectors of the Transferee Compan" ma" thin% fit! 11! Gpon the Scheme becoming effective. (a) The Scheme being agreed to b" the respective re8uisite ma1orities of the members of both the Companies as are referred to in clause 1 hereof and the re8uisite )rder or )rders referred to in Clause 1 being obtained< (b) Such other sanction and approvals as ma" be re8uired b" la$ in respect of the Scheme being obtained! . paid up.

&&5. is authori7ed to give such directors as ma" be necessar" or desirable and to settle as the" ma" deem fit. the ?oard of +irectors of the Transferee Compan" or an" Committee thereof. doubt or difficult" that ma" arise in connection $ith or in the $or%ing of the Scheme including $ith regard to issue and allotment of . shall not become effective until the date on $hich the certified copies of the )rders under Sections -91 and -94 of the Act shall be dul" filed $ith the =egistrar of Companies. deeds and things necessar" for carr"ing into effect the Scheme! 1E! A cop" of the order of the OOOOOOOOOOOOOOOOO 3igh Court sanctioning the Scheme of Amalgamation shall be filed b" the . although to come into operation from the Appointed +ate. an" 8uestion.8uit" Shares under Clause 9 hereof. to the members of the Transferor Compan" and to do all acts.14! This Scheme. #aharashtra State. charges and e*penses of the Transferor Compan" and the Transferee Compan" respectivel" in relation to or in connection $ith the negotiation leading up to this Scheme or carr"ing out and completing the terms and provisions of this Scheme shall be borne and paid b" the Transferee Compan"! 1@! Cor the purpose of giving effect to the Scheme. or $ithin such further period or periods as ma" be agreed upon b" and bet$een the Transferor Compan" and the Transferee Compan" (through their respective ?oard of +irectors) the Scheme shall become null and void and in that event no rights or liabilities $hatsoever shall accrue to or be incurred inter se bet$een the Transferor Compan" and the Transferee Compan"! 16! All costs. #umbai! 15! 0n the event of an" of the approvals or conditions re8uired to be obtained or fulfilled are not obtained or complied $ith on or before +ecember -1.

C6 ?B +.+=. $ithin one month from the date the )rder is received b" the Transferor Compan" and the Transferee Compan"! 6. or. 1956 *> +. or b" the division of shares into shares of different classes or.Transferor Compan" and the Transferee Compan" $ith =egistrar of Companies. on the application of the compan" or of an" creditor or member of the compan".FA>6 4. C?MA+?M*4. (a) bet$een a compan" and its creditors or an" class of them< or (b) bet$een a compan" and its members or an" class of them< the Court ma". AMA<=AMA6*?>:M.>6.<. OOOOOOOOOOOO.4 AC6.+4 )93' *nterpretation o sections )91 and )9) # *n sections )91 and )9) # (a) (b) the e*pression Kcompan"N means an" compan" liable to be $ound up under this Act< the e*pression KarrangementN includes a reorgani7ation of the share capital of the compan" b" the consolidation of shares of different classes. b" both those methods< and (c) unsecured creditors $ho ma" have filed suits or obtained decrees shall be deemed to be of the same class as other unsecured creditors! )91' Aower to compromise or ma7e arrangements with creditors and members # (1) Ihere a compromise or arrangement is proposed .<A6*?> 6? A++A>=.C6*?>4 ?B C?MAA>*.4.M. in the case of a .

agree to an" compromise or arrangement. present and voting either in person or. $here pro*ies are allo$ed under Act 65 of 196&. and the li%eS! (-) An order made b" the Court under sub. such as the latest financial position of the compan". on the li8uidator and contributories of the compan": T/rovided that no order sanctioning an" compromise or arrangement shall be made b" the Court unless the Court is satisfied that the compan" or an" other person b" $hom an application has been made under sub. the pendenc" of an" investigation proceedings in relation to the compan" under sections -5 to 51. b" pro*". b" affidavit or other$ise. all material facts relating to the compan". be binding on all the creditors. or of the members or class of members. to be called. or in the case of a compan" $hich is being $ound up. or members. as the case ma" be.compan" $hich is being $ound up. or class of creditors. as the case ma" be. all the creditors of the class. at the meeting. of the li8uidator. or all the members of the class as the case ma" be.section (1) has disclosed to the Court. fourths in value of the creditors. or class of members. order a meeting of the creditors or class of creditors. the latest auditor(s report on the accounts of the compan". all the members. and also on the compan". held and conducted in such manner as the Court directs! ( ) 0f a ma1orit" in number representing three. section 151. if sanctioned b" the Court.section ( ) shall have no effect until a certified cop" of the order has been filed $ith the =egistrar! . the compromise or arrangement shall.

the compan". to the Court of inferior 1urisdiction! )9&' Aower o 6ribunal to en orce compromise and arrangement # (1) Ihere the Tribunal ma%es an order under section -91 sanctioning a compromise or an arrangement in respect of a compan".(4) A cop" of ever" such order shall be anne*ed to ever" cop" of the memorandum of the compan" issued after the certified cop" of the order has been filed as aforesaid. at an" time after an application has been made to it under this section. sta" the commencement or continuation of an" suit or proceeding against the compan" on such terms as the Court thin%s fit. until the application is finall" disposed of! (@) An appeal shall lie from an" order made b" a Court e*ercising original 1urisdiction under this section to the Court empo$ered to hear appeals from the decisions of the Court.section (4). and ever" officer of the compan" $ho is in default. it . to ever" cop" so issued of the instrument constituting or defining the constitution of the compan"! (5) 0f default is made in compl"ing $ith sub. or if more than one Court is so empo$ered. (a) shall have po$er to supervise the carr"ing out of the compromise or an arrangement< and . shall be punishable $ith fine $hich ma" e*tend to one hundred rupees for each cop" in respect of $hich default is made! (6) The Court ma". or in the case of a compan" not having a memorandum.

and such an order shall be deemed to be an order made under section 4-. $hether in their capacit" as such or as members or . stating material interests of the directors. it ma". either on its o$n motion or on the application of an" person interested in the affairs of the compan". so far as ma" be. there shall be sent also a statement setting forth the terms of the compromise or arrangement and e*plaining its effect.(b) ma". give such directions in regard to an" matter or ma%e such modifications in the compromise or arrangement as it ma" consider necessar" for the proper $or%ing of the compromise or arrangement! ( ) 0f the Tribunal aforesaid is satisfied that a compromise or an arrangement sanctioned under section -91 cannot be $or%ed satisfactoril" $ith or $ithout modifications.of this Act! (-) The provisions of this section shall. or of members or an" class of members. is called under section -91 . ma%e an order $inding up the compan". managing director or manager of the compan". and in particular. at the time of ma%ing such order or at an" time thereafter. also appl" to a compan" in respect of $hich an order has been made before the commencement of the Companies (Second Amendment) Act. (a) $ith ever" notice calling the meeting $hich is sent to a creditor or member. or an arrangement! && sanctioning a compromise )9)' *n ormation as to compromises or arrangements with creditors and membersG # (1) Ihere a meeting of creditors or an" class of creditors.

if. of the compromise or arrangement. and the effect on those interests.section an" li8uidator of the compan" and an" trustee of a deed for . on ma%ing an application in the manner indicated b" the notice. the compan". and in so far as. the said statement shall give the li%e information and e*planation as respects the trustees of an" deed for securing the issue of the debentures as it is re8uired to give as respects the compan"(s directors! (-) Ihere a notice given b" advertisement includes a notification that copies of a statement setting forth the terms of the compromise or arrangement proposed and e*plaining its effect can be obtained b" creditors or members entitled to attend the meeting. shall be punishable $ith fine $hich ma" e*tend to fift" thousand rupees and for the purpose of this sub. $ith a cop" of the statement! (4) Ihere default is made in compl"ing $ith an" of the re8uirements of this section. be furnished b" the compan". there shall be included either such a statement as aforesaid or a notification of the place at $hich and the manner in $hich creditors or members entitled to attend the meeting ma" obtain copies of such a statement as aforesaid! ( ) Ihere the compromise or arrangement affects the rights of debenture holders of the compan".creditors of the compan" or other$ise. it is different from the effect on the li%e interests of other persons< and (b) in ever" notice calling the meeting $hich is given b" the advertisement. ever" creditor or member so entitled shall. free of charge. and ever" officer of the compan" $ho is in default.

a scheme for the reconstruction of an" compan" or companies. (1) Ihere an application is made to the Tribunal under section -91 for the sanctioning of a compromise or arrangement proposed bet$een a compan" and an" such persons as are mentioned in that section.securing the issue of debentures of the compan" shall be deemed to be an officer of the compan": /rovided that a person shall not be punishable under this sub. to suppl" the necessar" particulars as to his material interests! (5) . propert". or liabilities of an" compan" concerned in the scheme (in this section referred to as a Ktransferor compan"N) is to be transferred to another compan" (in this section referred to as the Ktransferee compan"N): . shall give notice to the compan" of such matter relating to himself as ma" be necessar" for the purposes of this section< and if he fails to do so. manager or trustee for debenture holders. or in connection $ith.ver" director. or manager of the compan". managing director. and ever" trustee for debenture holders of the compan". he shall be punishable $ith fine $hich ma" e*tend to five thousand rupees! -94! Arovisions or acilitating reconstruction and amalgamation o companies . or the amalgamation of an" t$o or more companies< and (b) that under the scheme the $hole or an" part of the underta%ing. being a director.section if he sho$s that the default $as due to the refusal of an" other person. managing director. and it is sho$n to the Tribunal! (a) that the compromise or arrangement has been proposed for the purposes of.

a scheme for the amalgamation of a compan". conse8uential and supplemental matters as are necessar" to secure that the reconstruction or amalgamation shall be full" and effectivel" carried out! /rovided that no compromise or arrangement proposed for the purposes of. or in connection $ith. policies.The Tribunal ma". (i) the transfer to the transferee compan" of the $hole or an" part of the underta%ing. $ithout $inding up. propert" or liabilities of an" transferor compan"< (ii) the allotment or appropriation b" the transferee compan" of an" shares. $hich is being $ound up. $ithin such time and in such manner as the tribunal directs. dissent from the compromise or arrangement< and (vi) such incidental. under the compromise or arrangement are to be allotted or appropriated b" that compan" to or for an" person< (iii) the continuation b" or against the transferee compan" of an" legal proceedings pending b" or against an" transferor compan"< (iv) the dissolution. either b" the order sanctioning the compromise or arrangement or b" a subse8uent order. or other li%e interests in that compan" $hich. debentures. ma%e provision for all or an" of the follo$ing matters: . shall be sanctioned . of an" transferor compan"< (v) the provisions to be made for an" person $ho. $ith an" other compan" or companies.

freed from an" charge $hich is. and those liabilities. b" virtue of the compromise or arrangement. shall be punishable $ith fine $hich ma" e*tend to five hundred rupees! (4) 0n this section .b" the Tribunal unless the Tribunal has received a report form the =egistrar that the affairs of the compan" have not been conducted in a manner pre1udicial to the interests of its members or to public interest: /rovided further that no order for the dissolution of an" transferor compan" under clause (iv) shall be made b" the Tribunal unless the )fficial 6i8uidator has. then. and ever" officer of the compan" $ho is in default. to cease to have effect! (-) Iithin thirt" da"s after the ma%ing of an order under this section. that propert" shall be transferred to and vest in. on scrutin" of the boo%s and papers of the compan". shall be transferred to and become the liabilities of. made a report to the Tribunal that the affairs of the compan" have not been conducted in a manner pre1udicial to the interests of its members or to public interest! ( ) Ihere an order under this section provides for the transfer of an" propert" or liabilities. the transferee compan"< and in the case of an" propert". b" virtue of the order. if the order so directs.section. . ever" compan" in relation to $hich the order is made shall cause a certified cop" thereof to be filed $ith the =egistrar for =egistration! 0f default is made in compl"ing $ith this sub. the compan".

been approved b" the holders of not less than nine. the transferee compan" or its subsidiar") the transferee compan" ma". the transferee compan" shall. at an" time $ithin t$o months after the e*pir" of the said four months. . The Tribunal shall give notice of ever" application made to it under section -91 or -94 to the Central Fovernment and shall ta%e into consideration the representations. has. or b" a nominee for. the . on an application made b" the dissenting shareholder $ithin one month from the date on $hich the notice $as given. give notice in the prescribed manner14& to an" dissenting shareholder. $hether a compan" $ithin the meaning of this Act or not! -94A! >otice to be given to Central =overnment or applications under section )91 and )9. if an".(a) K/ropert"N includes propert". rights and po$er of ever" description< and KliabilitiesN includes duties of ever" description< and (b) Ktransferee compan"N does not include an" compan" other than a compan" $ithin the meaning of this Act< but Ktransferor compan"N includes an" bod" corporate.tenths in value of the shares $hose transfer is involved (other than shares alread" held at the date of the offer b". $ithin four months after the ma%ing of the offer in that behalf b" the transferee compan". that it desires to ac8uire his shares< and $hen such a notice is given. made to it b" that Fovernment before passing an" order under an" of these sections! -95! Aower and duty to acquire shares o shareholders dissenting rom scheme or contract approved by ma"ority (1) Ihere a scheme or contract involving the transfer of shares or an" class of shares in a compan" (in this section referred to as Rthe transferor compan"R) to another compan" (in this section referred to as Rthe transferee compan"R). unless.

unless.tenths in value of the shares (other than those alread" held as aforesaid) $hose transfer is involved. shares. besides holding not less than nine. in pursuance of an" such scheme or contract as aforesaid. in the first. under the scheme compan": /rovided that $here shares in the transferor compan" of the same class as the shares $hose transfer is involved are alread" held as aforesaid to a value greater than one. the shares of the approving shareholders are to be transferred to the transferee . and those shares together $ith an" other shares or an" other shares of the same class.mentioned compan". or shares of an" class. as the case ma" be.mentioned compan" held at the date of the transfer b". (a) the transferee compan" offers the same terms to all holders of the shares of that class (other than those alread" held as aforesaid) $hose transfer is involved< and (b) the holders $ho approve the scheme or contract. in the first. be entitled and bound to ac8uire those shares on the terms on $hich. $ithin one month from the date of the transfer (unless on a previous transfer in or contract. the transferee compan" or its subsidiar" comprise nine.tenths in value of the shares. or b" a nominee for. then. are not less than three. as the case ma" be.. the foregoing provisions of this sub. in a compan" are transferred to another compan" or its nominee.fourths in number of the holders of those shares! ( ) Ihere. or the shares of that class.tenth of the aggregate of the values of all the shares in the compan" of such class.Court thin%s fit to order other$ise.section shall not appl". (a) the transferee compan" shall.

or on such other terms as ma" be agreed. $ithin three months from the giving of the notice to him. made an order to the contrar". or as the Court on the application of either the transferee compan" or the shareholder thin%s fit to order! (-) Ihere a notice has been given b" the transferee compan" under subsection (1) and the Court has not. . b" virtue of this section. if an application to the Court b" the dissenting shareholder is then pending. and pa" or transfer to the transferor compan" the amount or other consideration representing the price pa"able b" the transferee compan" for the shares $hich. transmit a cop" of the notice to the transferor compan" together $ith an instrument of transfer e*ecuted on behalf of the shareholder b" an" person appointed b" the transferee compan" and on its o$n behalf b" the transferee compan". and (b) an" such holder ma". the transferee compan" shall be entitled and bound to ac8uire those shares on the terms on $hich. $ho have not assented to the scheme or contract. after that application has been disposed of. on the e*pir" of one month from the date on $hich the notice has been given. give notice of that fact in the prescribed manner to the holders of the remaining shares or of the remaining shares of that class. the transferee compan" shall. or. re8uire the transferee compan" to ac8uire the shares in 8uestion< and $here a shareholder gives notice under clause (b) $ith respect to an" shares. as the case ma" be.pursuance of the scheme or contract it has alread" complied $ith this re8uirement). that compan" is entitled to ac8uire< and 141 Tthe transferor compan" shall. the shares of the approving shareholders $ere transferred to it. under the scheme or contract. on application made b" the dissenting shareholder.

and (b) $ithin one month of the date of such registration. disclosing the steps it has ta%en to ensure that necessar" cash $ill be available< (iii) ever" circular containing or recommending acceptance of. inform the dissenting shareholders of the fact of such registration and of the receipt of the amount or other consideration representing the price pa"able to them b" the transferee compan":S /rovided that an instrument of transfer shall not be re8uired for an" share for $hich a share $arrant is for the time being outstanding! (4) An" sums received b" the transferor compan" under this section shall be paid into a separate ban% account.(a) thereupon register the transferee compan" as the holder of those shares. such offer shall be presented to the . (i) ever" such offer or ever" circular containing such offer or ever" recommendation to the members of the transferor compan" b" its directors to accept such offer shall be accompanied b" such information as ma" be prescribed14-< (ii) ever" such offer shall contain a statement b" or on behalf of the transferee compan". namel":. and an" such sums and an" other consideration so received shall be held b" that compan" in trust for the several persons entitled to the shares in respect of $hich the said sums or other considerations $ere respectivel" received! (4A) (a) The follo$ing provisions shall appl" in relation to ever" offer of a scheme or contract involving the transfer of shares or an" class of shares in the transferor compan" to the transferee compan".

=egistrar for registration and no such circular shall be issued until it is so registered< (iv) the =egistrar ma" refuse to register an" such circular $hich does not contain the information re8uired to be given under sub.section (1). in sub.R of the $ords Rthe shares affectedR and $ith the omission of the proviso to that sub.clause (iii) of clause (a) $hich has not been registered. the transferee compan" or its subsidiar").clause (i) or $hich sets out such information in a manner li%el" to give a false impression< and (v) an appeal shall lie to the Court against an order of the =egistrar refusing to register an" such circular! (b) Ihoever issues a circular referred to in sub. this section shall have effect!. shall be punishable $ith fine $hich ma" e*tend to thousand rupeesS!S (5) 0n this section (a) Rdissenting shareholderR includes a shareholder $ho has not assented to the scheme or contract and an" shareholder $ho has failed or refused to transfer his shares to the transferee compan" in accordance $ith the scheme or contract< (b) Rtransferor compan"R and Rtransferee compan"R shall have the same meaning as in section -94! (6) 0n relation to an offer made b" the transferee compan" to shareholders of the transferor compan" before the commencement of this Act. for the $ords Rthe shares $hose transfer is involved (other than shares alread" held at the date of the offer b". (a) $ith the substitution. or b" a nominee for.section< &A Tfive .

section< and (d) $ith the omission of clause (b) of sub.ver" member or creditor (including a debenture holder) of each of the companies before the amalgamation shall have. po$ers.section (-) of the $ords Rtogether $ith an instrument of transfer e*ecuted on behalf of the shareholder b" an" person appointed b" the transferee compan" and on its o$n behalf b" the transferee compan"R and of the proviso to that sub. authorities and privileges< and such liabilities. the same interest in or rights against the compan" resulting from the amalgamation as . then. b" order notified in the )fficial Fa7ette. the Central Fovernment ma". duties. not$ithstanding an"thing contained in section -94 and -95 but sub1ect to the provisions of this section. interest. rights. and obligations< as ma" be specified in the order! ( ) The order aforesaid ma" provide for the continuation b" or against the transferee compan" of an" legal proceedings pending b" or against ma" transferor compan" and ma" also contain such conse8uential. be necessar" to give effect to the amalgamation! (-) .section ( )< $ith the omission in sub. provide for the amalgamation of those companies into a single compan" $ith such constitution< $ith such propert". in the opinion of the Central Fovernment.section (5)! o Central =overnment to provide or )96' Aower amalgamation o companies in national interest (1) Ihere the Central Fovernment is satisfied that it is essential in the 144 Tpublic interestS that t$o or more companies should amalgamate.(b) (c) $ith the omission of sub. incidental and supplemental provisions as ma". as nearl" as ma" be.

not being less than t$o months from the date on $hich the cop" . or $here an" such appeal has been preferred.section (-A) has e*pired. unless. (a) a cop" of the proposed order has been sent in draft to each of the companies concerned< (aa) the time for preferring an appeal under sub.he had in the compan" of $hich he $as originall" a member or creditor< and to the e*tent to $hich the interest or rights of such member or creditor in or against the compan" resulting from the amalgamation are less than his interest in or rights against the original compan". he shall be entitled to compensation $hich shall be assessed b" such authorit" as ma" be prescribed and ever" such assessment shall be published in the )fficial Fa7ette! The compensation so assessed shall be paid to the member or creditor concerned b" the compan" resulting from the amalgamation! (-A)An" person aggrieved b" an" assessment of compensation made b" the prescribed authorit" under sub. and made such modifications.section (-) ma". in the draft order as ma" seem to it desirable in the light of an" suggestions and ob1ections $hich ma" be received b" it from an" such compan" $ithin such period as the Central Fovernment ma" fi* in that behalf. $ithin thirt" da"s from the date of publication of such assessment in the )fficial Fa7ette. the appeal has been finall" disposed of< and (b) the central Fovernment has considered. if an". prefer an appeal to the Compan" 6a$ ?oard and thereupon the assessment of the compensation shall be made b" the Compan" 6a$ ?oard! (4) 5o order shall be made under this section.

of the first. that Fovernment ma" appoint a person to e*amine the boo%s and papers or an" of them for the purpose of ascertaining $hether the" contain an" evidence of the commission of an offence in connection $ith the promotion or formation. another compan" under this Chapter shall not be disposed of $ithout the prior permission. of the Central Fovernment and before granting such permission. or from an" creditors or an" class of creditors thereof! (5) Copies of ever" order made under this section shall.aforesaid is received b" that compan". or from an" class of shareholders therein. or the management of the affairs. or $hose shares have been ac8uired b". as soon as ma" he after it has been made. mentioned compan" or its amalgamation or the ac8uisition of its shares! . be laid before both 3ouses of /arliament! )96A' Areservation o company The boo%s and papers of a compan" $hich has been boo7s and papers o amalgamated amalgamated $ith.

<.up. on its li8uidator.+6% +. (1) determining the class or classes of creditors andAor of members $hose meeting or meetings have to be held for considering the proposed compromise or arrangement< ( ) fi*ing the time and place of such meeting or meetings< .C6 ?B +. $here the compan" is being $ound. a cop" of the summons and of the affidavit shall be served on the compan".<.4 B+?M 69. the Hudge shall. 6E! 4ummons or directions to convene a meeting An application under section -91(1) for an order convening a meeting of creditors and A or members or an" class of them shall be b" a Hudge(s summons supported b" an affidavit! A cop" of the proposed compromise or arrangement shall be anne*ed to the affidavit as an e*hibit thereto! Save as provided in rule 6E hereunder. give such directions as he ma" thin% necessar" in respect of the follo$ing matters: . 1959 Compromise or Arrangement under section )91 and )9. or. not less than 14 da"s before the date fi*ed for the hearing of the summons! @&! /irections at hearing o summons Gpon the hearing of the summons or an" ad1ourned hearing thereof. and the affidavit in support thereof in Corm 5o! -4! 69! 4ervice on company Ihere the compan" is not the applicant.4. the summons shall be moved e* parte! The summons shall be in Corm 5o! --.6. C?MAA>*.FA>6 +.4 $C?.<. unless he thin%s fit for an" reason to dismiss the summons.

including voting b" pro*"< (5) determining the values of the creditors and A or the members.(-) (4) appointing a Chairman or Chairmen for the meeting or meetings to be held. as the case ma" be.oting b" pro*" shall be permitted. a cop" of the resolution of the ?oard of +irectors or other governing bod" of such bod" corporate authori7ing such person to act . or the creditors or members of an" class. provided a pro*" in the prescribed form dul" signed b" the person entitled to attend and vote at the meeting is filed $ith the compan" at its registered office not later than 4E hours before the meeting! ( ) Ihere a bod" corporate $hich is a member or creditor (including holder of debentures) of a compan" authori7es an" person to act as its representative at the meeting of the members or creditors of the compan". as the case ma" be. as the case ma" be< fi*ing the 8uorum and the procedure to be follo$ed at the meeting or meetings. or of an" class of them. $hose meetings have to be held< (6) notice to be given of the meeting or meetings and the advertisement of such notice< (@) the time $ithin $hich the Chairman of the meeting is to report to the Court the result of the meetings< and such other matters as the Court ma" deem necessar"! The order made on the summons shall be in Corm 5o! -5 $ith such variations as ma" be necessar"! @1! Aro8ies (1) .

or to the creditors or members of an" class. as the case ma" be. and shall be sent to them individuall" b" the Chairman appointed for the meeting.section (6) of section -91.as its representative at the meeting. or other authori7ed officer of such bod" corporate. provided that $here a petition for $inding. or an" other . shall be in Corm 5o! -6.up the compan" or a petition under section -9@ or -9E is pending. and certified to be a true cop" b" a director. shall be lodged $ith the compan" at its registered office not later than 4E hours before the meeting! (-) =ules @ to 9 of these rules relating to pro*ies shall also appl" to pro*ies lodged under this rule! @ ! Application or stay An application under sub. if the Court so directs.section (6) of section -91 for sta" of the commencement or continuation of an" suit or proceeding against the compan" ma" be moved b" a Hudge(s summons e* parte. b" the compan" (or its 6i8uidator). an" person aggrieved b" such order ma" appl" to the Court b" a Hudge(s summons to vacate or var" such order! 5otice of the application shall be given to the applicant at $hose instance the order of sta" $as made and to such other persons as the Court ma" direct! @4! >otice o meeting The notice of meeting to be given to the creditors and A or members. or. the manager. notice of the application shall be given to the petitioner in such petition! @-! Application to vacate or vary order o stay Ihere an order has been made sta"ing the commencement or continuation of an" suit or proceeding under sub. the secretar".

and a form of pro*" in Corm 5o! -@! @5! Advertisement o the notice o meeting The notice of the meeting shall be advertised in such ne$spapers and in such manner as the Hudge ma" direct. b" post under certificate of posting to their last %no$n address not less than 1 clear da"s before the date fi*ed for the meeting! 0t shall be accompanied b" a cop" of the proposed compromise or arrangement and of the statement re8uired to be furnished under section -9-. of the statement re8uired to be furnished under section -9-. unless the same had been alread" furnished to such member or creditor! @@! A idavit o service . not less than 1 clear da"s before the date fi*ed for the meeting! The advertisement shall be in Corm 5o! -E! @6! Copy o compromise or arrangement to be urnished by the company . The Chairman appointed for the meeting or the Compan" or other person directed to issue the advertisement and the notices of the meeting shall file an affidavit not less than @ da"s before the date fi*ed for the holding of the meeting or the holding of the first of the meetings as the case ma" be. the summons shall be posted before the Hudge for such orders as he ma" thin% fit to ma%e! .ver" creditor or member entitled to attend the meeting shall be furnished b" the compan".person as the Court ma" direct. free of charge and $ithin 4 hours of a re8uisition being made for the same $ith a cop" of the proposed compromise or arrangement together $ith a cop". sho$ing that the directions regarding the issue of notices and the advertisement have been dul" complied $ith! 0n default thereof.

$ith or $ithout modification. (or $here there are separate meetings.@E! +esult o the meeting to be decided by poll The decisions of the meeting or meetings held in pursuance of the order made under rule 69 on all resolutions shall be ascertained onl" b" ta%ing a poll! @9! +eport o the result o the meeting The Chairman of the meeting.section ( ) of section -91. the compan". the petition shall pra" for appropriate orders and directions under section -94! petition to the Court for confirmation of the compromise or arrangement! The petition shall be in Corm 5o! . $ith seven da"s after conclusion of the meeting. present a 4&! Ihere a compromise or arrangement is proposed for the purposes of or in connection $ith a scheme for the reconstruction of an" compan" or companies. their individual values and the $a" the" voted! The report shall be in Corm 5o! -9! E&! Aetition or con irming compromise or arrangement Ihere the proposed compromise or arrangement is agreed to. or $here no time has been fi*ed. as the case ma" be. $ithin the time fi*ed b" the Hudge. or for the amalgamation of an" t$o or more companies. (or its li8uidator. the Chairman of each meeting) shall. $ho $ere present and $ho voted at the meeting either in person or b" pro*". report the result thereof to the Court! The report shall state accuratel" the number of creditors or class of creditors or the number of members or class of members. as provided b" sub. as the case ma" be) shall $ithin @ da"s of the filing of the report b" the Chairman.

to present and the compan" shall be liable for the costs thereof! Ihere no petition for confirmation of the compromise or arrangement under is presented. not less than 1& da"s before the date fi*ed for the hearing! E ! ?rder on petition Ihere the Court sanctions the compromised or arrangement. -91( ) and or $here the compromise no petition or for arrangement has not been approved b" the re8uisite ma1orit" section conse8uentl" confirmation could be presented. $ith the leave of the Court. it shall be open to an" creditor or contributor" as the case ma" be. $ith such variations as ma" be necessar"! . or in such other papers as the Court ma" direct. the report of the Chairman as to the result of the meeting made under the preceding rule shall be placed for consideration before the Hudge for such orders as ma" be necessar"! E1! /ate and notice o hearing The Court shall fi* a date for the hearing of the petition.Ihere the compan" fails to present the petition for confirmation of the compromise or arrangement as aforesaid. or such other time as ma" be fi*ed b" the Court! The order shall be in Corm 5o! 41. and notice of the hearing shall be advertised in the same papers in $hich the notice of the meeting $as advertised. the order shall include such directions in regard to an" matter and such modifications in the compromise or arrangement as the Hudge ma" thin% fit to ma%e for the proper $or%ing of the compromise or arrangement! The order shall direct that a certified cop" of the same shall be filed $ith the =egistrar of Companies $ithin 14 da"s from the date of the order.

$here necessar". an application shall be made to the Court under section -94. An order made under section -94 shall be in Corm 5o! 4 such variation as the circumstances ma" re8uire! $ith E6! Compromise or arrangement involving reduction o capital . including. b" a summons supported b" affidavit. as the case ma" be.E-! Application or directions under section )9. an in8uir" as to the creditors of the transferor compan" and the securing of the debts and claims of an" of the dissenting creditors in such manner as to the Court ma" seem 1ust! E5! ?rder under section )9. and the matters involved cannot be dealt $ith or dealt $ith ade8uatel" on the petition for sanction of the compromise or arrangement. for directions of the Court as to the proceedings to be ta%en! 5otice of the summons shall be given in such manner and to such persons as the Court ma" direct! E4! /irections at hearing o applications Gpon the hearing of the summons or upon an" ad1ourned hearing thereof the Court ma" ma%e such order or give such directions as it ma" thin% fit. as to the proceedings to be ta%en for the purpose of the reconstruction or amalgamation. Ihere the compromise or arrangement has been proposed for the purposes of or in connection $ith a scheme for the reconstruction of an" compan" or companies or the amalgamation of an" t$o or more companies.

the li8uidation. if an" to issue. before the compromise or arrangement so far as it relates to reduction of capital. pass such orders and give such directions as it . to submit to the Court $ithin such time as the Court. a report on the $or%ing of the said compromise or arrangement! )n a consideration of the report. and the re8uirement of the Act and these =ules in relation thereto. the Court ma". on such application. $here the compan" is being $ound. appl" to the Court for the determination of an" 8uestion relating to the $or%ing of the compromise or arrangement! ( ) The application shall in the first instance be posted before the Court for directions as to the notices and the advertisement. the li8uidator. the procedure prescribed b" the Act and these =ules relating to the reduction of capital. as the Court ma" direct! (-) The Court ma". at an" time after the passing of the order sanctioning the compromise or arrangement.up. ma%e an order directing the compan". ma". ma" fi*.up. shall be complied $ith. or an" creditor or member thereof. or. or in case of a compan" $hich is being $ound. is sanctioned! E@! +eport on wor7ing o compromise or arrangement At an" time after the passing of the order sanctioning the compromise or arrangement. the Court ma" pass such orders or give such directions as it ma" thin% fit! EE! (1) <iberty to apply The Compan".Ihere a proposed compromise or arrangement involves a reduction of capital of the compan". either of its o$n motion or the application of an" person interested.

$riting of the $itness and such $itness shall have certified at the foot of the pro*" that all such insertions have been made b" him at the re8uest and in the presence of the creditor or contributor" before he attached his signature or mar%! 9! Aro8y o person not acquainted with .nglish The pro*" of a creditor or contributor" $ho does not %no$ . or pass such orders as it ma" thin% fit in the circumstances of the case! @! Minor not to be appointed pro8y 5o person shall be appointed as a general or special pro*" $ho is a minor! E! Biling in pro8y where creditor or contributory is blind or incapable 2 The pro*" of a creditor or a contributor" blind or incapable of $riting ma" be accepted if such creditor or a contributor" has mar% thereto in the presence of a $itness his description and address: attached his signature or $ho shall add to his signature. /rovided that all insertions in the pro*" are in the hand.ma" thin% fit in regard to the matter. and ma" ma%e such modifications in the compromise or arrangement as it ma" consider necessar" for the proper $or%ing thereof. and gives the creditor(s or contributor"(s name in .nglish ma" be accepted if it is e*ecuted in the manner prescribed in the last preceding rule and the $itness certifies that it $as e*plained to the creditor or contributor" in the language %no$n to him.nglish belo$ the signature! .

Q!!!!!!!!! shares numbered Q!!!!!!!!! etc!. 6td! is henceforth =sQ!!!!! divided into !!!!!!!!!!!!! shares of =sQ!!!!!each. have been issued and are deemed to be full" paid Tand the remaining Q!!!!!!!!! shares are unissuedS! T5ote!U1! The $ords Vand reducedV are to be added onl" $here the order so directs!S ! 0f all the shares of a class are not issued. the minute should state the serial numbers of the issued shares! /artl" paid shares should also be distinguished b" their serial numbers and the amounts paid thereon should be stated! The serial numbers of shares $ith calls in arrears and of forfeited shares should also be stated! . reduced from =sQ!!!!! divided into Q!!!!!!!!! shares of =sQ!!!!! each! At the date of the registration of this minute.B?+M >o' )1 (See rule 65) T3eading as in Corm 5o! 1S Compan" /etition 5oQ!!!!!!!!! of &Q!!!! A! ?! > Co! 6td! 2 /etitioner Borm o minute The capital of A! ?! > Co!.

named compan" from =sQ!!!!! divided into Q!!!!!!!!! shares of =sQ!!!!! each. to =sQ!!!!! divided into Q!!!!!!!!! shares of =sQ!!!!! each and the minute approved b" the court sho$ing.B?+M >o' )& (See rule 65) T3eading as in Corm 5o! 1S Compan" /etition 5o Q!!!!!!!!! of &Q!!! A! ?! > Co! 6td! 2 /etitioner >otice o registration o order and minute 5otice is hereb" given that the order of the 3igh Court at Q!!!!!!!!! (or the district court of Q!!!!!!!!) dated the Q!!!!!!!!! 19Q!!!!. confirming the reduction of the capital of the above. $ith respect to the share capital of the above compan" as altered. the several particulars re8uired b" the above Act. $ere registered b" the =egistrar of Companies on the Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! +ated Q!!!!!!!!! (Sd!) Q!!!!!!!!!!!!!!!!!QQQ! Advocate for the Compan" .

$ith or $ithout modification. the Q!!!!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! at Q!!!!!!!!! oVcloc% in the Q!!!!!!!!! noon on the hearing of an application of the above named compan" (or of the applicant(s) above. unsecured creditors. the meetings have to be heldS of the above compan". etc! of $hich class or classes. holding! and conducting the said meeting(s) and as the notices and advertisements to be issued! And that a Chairman (or Chairmen) ma" be appointed of the said meeting(s). e8uit" shareholders. and if thought fit. debenture holders other secured creditors. approving. for the purpose of considering.B?+M >o' )) (See rule 6@) T3eading as in Corm 5o! 1S Compan" Application 5o Q!!!!!!!!! of 19Q!!!! Q!!!!!!!!!!!!! Applicant(s) 4ummons or directions to convene a meeting under section )91 6et all parties concerned attend the Hudge in Chambers on Q!!!!!!!!! (da"). etc!.named) for an order that a meeting (or separate meetings) be held at Q!!!!!!!!! of There enter the creditors or class of creditors e!g!. or the members or class of members e!g!. preference shareholders. or the class of membersS of the said compan"! And that directions ma" be given as to the method of convening. a scheme of compromise or arrangement proposed to be made bet$een the compan" and the said There mention the creditors or class of creditors or members. $ho shall report the result thereof to the Court! .

on its li8uidatorS! . the summons should be served on the compan".up. or $here it is being $ound.Advocate for the applicant(s) =egistrar The affidavit of Q!!!!!!!!! $ill be used in support of the summons! T5ote!UIhere the compan" is not the applicant.

B?+M >o' )) (See rule 6@) T3eading as in Corm 5o! 1S Compan" Application 5o Q!!!!!!!!! of &Q!!!! Q!!!!!!!!!!!!! Applicant(s) 4ummons or directions to convene a meeting under section )91 6et all parties concerned attend the Hudge in Chambers on Q!!!!!!!!! (da"). or the members or class of members e!g!. $ith or $ithout modification.named) for an order that a meeting (or separate meetings) be held at Q!!!!!!!!! of There enter the creditors or class of creditors e!g!. e8uit" shareholders. holding! and conducting the said meeting(s) and as the notices and advertisements to be issued! . the Q!!!!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! at Q!!!!!!!!! oVcloc% in the Q!!!!!!!!! noon on the hearing of an application of the above named compan" (or of the applicant(s) above. approving. for the purpose of considering. unsecured creditors. etc! of $hich class or classes. or the class of membersS of the said compan"! And that directions ma" be given as to the method of convening. debenture holders other secured creditors. preference shareholders. and if thought fit. etc!. a scheme of compromise or arrangement proposed to be made bet$een the compan" and the said There mention the creditors or class of creditors or members. the meetings have to be heldS of the above compan".

on its li8uidatorS! .And that a Chairman (or Chairmen) ma" be appointed of the said meeting(s). $ho shall report the result thereof to the Court! Advocate for the applicant(s) =egistrar The affidavit of Q!!!!!!!!! $ill be used in support of the summons! T5ote!UIhere the compan" is not the applicant. the summons should be served on the compan". or $here it is being $ound.up.

(or an auditor of the said compan" authorised b" the directors to ma%e this affidavit. and also contains copies of all the special resolutions $hich have been passed and are no$ in force! -! 4! The registered office of the compan" is situate at Q!!!!!!!!! The capital of the compan" is rsQ!!!!! +ivided into Q!!!!!!!!! There set out the classes of shares issued and the amounts paid up on each shareS! 5! The ob1ects of the compan" are set out in the memorandum of association anne*ed hereto! The" are briefl" (here set out the main ob1ects in brief)! . but b" a member or creditor the above paragraph should be suitabl" alteredS! ! The compan" $as incorporated on Q!!!!!!!!! 19Q!!!! The document no$ produced and sho$n to me is printed cop" of the memorandum and articles of association of the said compan". solemnl" affirm and sa" as follo$s:U 1! 0 am the managing director A secretar"Aa directorA Q!!!!!!!!!Aof the said compan". Q!!!!!!!!! )f etc!. or li8uidator of the said compan" in li8uidation)! T$here the application is not b" the compan" or its li8uidator. (See rule 6@) T3eading as in Corm 5o! 1S Compan" Application 5o Q!!!!!!!!! of 19Q!!!! Q!!!!!!!!!!!!! Applicant(s) A idavit in support o summons 0.B?+M >o' ).

and the effect. TWWWS or the manager of the compan". if an". it should be so stated) should be called to consider and approve the proposed compromise or arrangement! 1&! 0t is suggested that the meeting (or meetings) ma" be held at the premises of the registered office of the compan" or at such other place as ma" be determined b" the court.) and has been carr"ing on the same since Q!!!!!!!!! @! There set out in separate paragraphs the circumstances that have necessitated the proposed compromise or arrangement. and $ere the compromise or arrangement affects the interests of the debentures holders. it should be stated $hether an" creditors or class of creditors are li%el" to be affected b" itS! 9! 0t is necessar" that a meeting (or meetings) of the creditorsAmembers (if the meeting is to be onl" of a class of creditors or a class of members.tc!. and on such date(s) and at such time(s) as this court ma" direct< and that a chairman ma" be appointed for the meeting (or for each of the meetings) to be held! 11! 0t is suggested that notice of the proposed compromise or arrangement and of the meeting ma" be published once in (here . of the compromise or arrangement on the material interests of the directors. its effect on the material interests of the trustees of the debenture truest deed! A cop" of the proposed compromise or arrangement should be mar%ed as an e*hibit and anne*ed to the affidavit!S E! There set out the class of creditors or members $ith $hom the compromise or arrangement is to be made< $here the arrangement is bet$een the compan" and its members. the terms of the compromise or arrangement. the ob1ects sought to be achieved b" it.6! The compan" commenced the business of Q!!!!!!!!! (e!g! 3ides and s%ins! . managing director.

set out the ne$spapers) and in such manner as the court ma" direct! 1 ! 0t is pra"ed that necessar" directions ma" be given as to the issue and publication of notices and the convening. holding and conducting of the meeting(s) proposed above! Solemnl" affirmed. etc! (sd!) L! 9 Q!!!!!!!!!!!!!!!!!!!!! ?efore me (sd!) Q!!!!!!!!!!!!!!!!!!!!! Commissioner for oaths .

B?+M >?' )5 (S. 69) T3.+: That a meeting (or.*hibit Q!!!!!!!!! being a cop" of the proposed compromise or arrangement)! 0T 0S )=+.A+05F AS 05 C)=# 5)! 1S C)#/A59 A//60CAT0)5 5) Q!!!!!!!!! )C 19 Q!!! Q!!!!!!!!!!!!!!!!!!!!! A//60CA5T(S) ?. and the e*hibits therein referred to (.. 3)5V?6. =G6.+ Q!!!!!!!!! ?rder on summons or directions Gpon the application of the above. approving. the Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!!. of above compan" shall be convened and held at Q!!!!!!!!! on Q!!!!!!!!! (da"). for the purpose of considering. separate meeting as hereinafter set out) of (here set out the class or classes of creditors and Aor members of $hom the meeting or meetings have to be held).=. T3. and upon reading the affidavit of Q!!!!!!!!! filed the Q!!!!!!!!! da" of Q!!!!!!!!!!!!!!!! 19Q!! . upon hearing Shri Q!!!!!!!!! advocate for the compan" T)r ($here the compan" is not the applicant) upon hearing the advocate for the applicant(s) and the advocate for the Compan"S. the compromise or arrangement proposed to be made bet$een the said compan" and (here set out the class or classes of creditors or members as the case ma" be) of the said compan"! . at !!!!!!!!!! oVcloc% in the Q!!! noon. #=! HGST0C. Q!!!!!!!!!!!!!!!!!!!!! +AT.C)=.named compan"W (or. the applicant(s) above named) b" summons dated the Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! . $ith or $ithout modifications. and if thought fit.

a cop" of the statement re8uired to be sent under section -9-. be inserted once in the Q!!!!!!!!! Fa7ette and once in each of (here set out the ne$spaper or ne$spapers)! That.named do.T5ote!U0f separate meetings of different classes of creditors andAor members are to be held. at least 1 clear da"s before the meeting (or the first of the meetings) to be held as aforesaid. shall be sent b" pre. and the prescribed Corm of pro*".and forms of pro*" can be obtained free of charge at the registered office of the compan" or at the office of its advocate.paid letter post under Certificate of posting addressed to each of (here mention the class or classes of creditors or members $hose meeting or meetings are to be held) at their respective registered or last %no$n addresses! That the advocate for the compan" above. in addition. an advertisement convening the same and stating that copies of the said compromise or arrangement and of the statement re8uired to be furnished pursuant to section -9. Shri Q!!!!!!!!!!!!!!!!!!!!!. $ithin . in separate paragraphs!S That at least 1 clear da"s before the da" appointed for the meeting (or the first of the meetings. the notice and the statement to accompan" the notice. and failing him. state the date. together $ith a cop" of the said compromise or arrangement. shall be the Chairman of the meeting to be held on Q!!!!!!!!! as aforesaid! That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting (s) referred to above! That the 8uorum for the said meeting(s) shall be Q!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! .da"s from this date file in court the form of the advertisement. and the same shall be settled b" the =egistrar of this Court! That Shri Q!!!!!!!!!!!!!!!!!!!!!. a notice convening the said meeting at the place and time aforesaid. time and place of each of such meetings as fi*ed b" the Hudge.

suitable alteration should be made! WIhere the application is b" a li8uidator of the compan" substitute the $ords Vli8uidator of the above compan" in li8uidationV for the $ord Vcompan"V $herever necessar"! . the provisions should be repeated in respect of each of such meetings! 5ote!UIhere the Court directs the compan" or its 6i8uidator or an" other person to issue the advertisement and notices. and. provided that a pro*" in the prescribed form dul" signed b" the person entitled to attend and vote at the meeting. the Chairman shall determine the value for purposes of the meeting! And it is further ordered that the chairman do report to this Court the result of the said meeting $ithin Q!!!!!!!!!da"s of the conclusion of the meeting and the said report shall be verified b" his affidavit! +ated this Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! (?" the Court) =egistrar 5ote!UIhere separate meetings are to be held. $here the entries in the boo%s are disputed. is filed $ith the compan" at its registered office at Q!!!!!!!!! not later than 4E hours before the meeting! That the value of each member or creditor shall be in accordance $ith boo%s of the compan".That voting b" pro*" be permitted.

$hen "ou are re8uested to attend! Ta%e further notice that "ou ma" attend and vote at the said meeting in person or b" pro*". for the purpose of considering. dul" signed b" "ou.B?+M >o' )6 (See rule @-) T3eading as in Corm 5o! 1S Compan" Application 5o Q!!!!!!!!! of 19Q!!!! Q!!!!!!!!!!!!!!!! Applicant(s) >otice convening meeting To Q!!!!!!!!!!!!!!!!!!!!!!!!!!! Q!!!!!!!!!!!!!!!!!!!!!!!!!!! Ta%e notice that b" an order made on Q!!!!!!!!! 19Q!!!!. the compromise or arrangement proposed to be made bet$een the said compan" and (here mention the class of creditors or members $ith $hom the compromise or arrangement is to be made) of the compan"! Ta%e further notice that in pursuance of the said order. and if thought fit. at Q!!!!oVcloc%. $ith or $ithout modification. a meeting of (here mention the class of creditors or members of $hom the meeting is to be held) of the compan" $ill be held at Q!!!!!!!!! on Q!!!!!!!!! (+a"). approving. the Court has directed that a meeting of (here mention the class of creditors or members of $hom the meeting is to be held) of the compan" be held at Q!!!!!!!!! on the Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!. the Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!!. provided that a pro*" in the prescribed form. is deposited at the registered office of the compan" at Q!!!!!!!!! not later than 4E hours before the meeting! .

and a form of pro*" is enclosed! +ated this Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! Chairman appointed for the meeting (or as the case ma" be)! T5ote!UAll alterations made in the form of the pro*" should be initialled!S . to be the Chairman of the said meeting! A cop" each of the compromise or arrangement. Shri Q!! QQQ!!!!. the statement under section -9.This court has appointed Shri QQ!!!!!!!!!!! . and failing him.

B?+M >o' )1 (See rule @-) T3eading as in Corm 5o! 1S Compan" Application 5o Q!!!!!!!!! of 19Q!!!! Q!!!!!!!!!!!!!!!! Applicant(s) Borm o pro8y 0. insert VforV< if VagainstV. and in m" name Q!!!!!!!!! There. as m" pro*". approving. for the purpose of considering and. 0f thought fit. the undersigned Tan unsecured creditorS. and failing him L! 9!. and in the latter case. of the above compan" hereb" appoint C!+!. a compromise or arrangement proposed to be made bet$een the said compan" and its unsecured creditorsS and at such meeting and an" ad1ournment thereof. if VforV. to act for me at the meeting of Tunsecured creditorsS to be held at Q!!!!!!!!! on the Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! . of etc!. stri%e out the $ords belo$ after Vcompromise or arrangementVS the said compromise or arrangement either $ith or $ithout modification as m" pro*" ma" approve! Tstri%e out $hat is not necessar"S +ated this Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! Signature Q!!!!!!!!!!!!!!!!!!!!! Address Q!!!!!!!!!!!!!!!!!!!Q . at Q!! oVcloc% in the Q!!!!!!!!! noon. $ith or $ithout modification. to vote for me. of etc. insert VagainstV.

the compromise or arrangement proposed to be made bet$een the said compan" and (here mention the class of creditors or members $ith $hom the compromise or arrangement is to be madeV) of the compan" aforesaid! 0n pursuance of the said order and as directed therein. at Q!!!!!!!!! oVcloc% in the Q!!!!!!!!! noon at $hich time and place the said (here mention the class of creditor or members) are re8uested to attend! TIhere separate meetings of classes of creditors or members are to be held. the Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!!. further notice is hereb" given that a meeting of (here set out the class of creditors or members $hose meeting has to be held) of the said compan" $ill be held at Q!!!!!!!!! on (da"). separate meetings) to be held of There mention Vdebenture holdersV. set them out separatel" $ith the place. and. or Vfirst debenture holdersV orV second debentures holdersV orV unsecured creditorsV or Vsecured creditorsV or Vpreference shareholdersV or Ve8uit" shareholdersV as the case ma" be $hose meeting or meetings have to be heldS of the said compan" for the purpose ofV considering.B?+M >o' )2 (See rule @4) T3eading as in Corm 5o! 1S Compan" Application 5o Q!!!!!!!!! of 19Q!!!! Q!!!!!!!!!!!!!!!! Applicant(s) >otice convening meeting o creditors:shareholders. if thought fit. date and time of the meeting in each case!S Copies of the said compromise or arrangement. and of the statement under section -9. approving $ith or $ithout modification. etc' 5otice is hereb" given that b" an order dated the Q!!!!!!!!! 19Q!!!! the court has directed a meeting (or.can be had free of charge at the registered office of the compan" or at the office of its advocate Shri Q!!!!!!!!!!!!!!!!!!!! at Q!!!!!!!!! .

if approved b" the meeting. mentioned compromise or arrangement. Shri Q!!!!!!!!!. as Chairman of the said meeting (or several meetings)! The above./ersons entitled to attend and vote at the meeting ( or respective meetings) ma" vote in person or b" pro*". $ill be sub1ect to the subse8uent approval of the Court! +ated this Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! Chairman appointed for the meeting (or as the case ma" be) . provided that all pro*ies in the prescribed form are deposited at the registered office of the compan" at Q!!!!!!!!! not later than 4E hours before the meeting! Corms of pro*" can be had at the registered office of the Compan"! The Court has appointed Shri Q!!!!!!!!! and failing him.

$here the meeting $as of members. named compan". $ho attended the meeting). of those $ho attended the meeting)! ! The compromise or arrangement $as read out and e*plained b" me to the meeting and the 8uestion submitted to the said meeting $as $hether the (here state the class of creditors or members. as the case ma" be) of the said compan" approved of the compromise or arrangement submitted to the meeting and agreed thereto! . $here the meeting $as of creditors. of the said compan" entitled together to Q!!!!!!!!! (here mention the total value of the debts.B?+M >o' )9 (See rule @E) T3eading as in Corm 5o! 1S Compan" Application 5o Q!!!!!!!!! of 19 Q!!!! Q!!!!!!!!!!!!!!!!!! Applicant(s) +eport by Chairman 0. the person appointed b" this 3onVble Court to act as Chairman of the meeting of Tthe debenture holders or first debenture holders or second debenture holders or unsecured creditors or secured creditors or preference shareholders or e8uit" shareholdersS of the above. or debentures.!C!. and the total number and value of the shares. 1! The said meeting $as attended either personall" or b" pro*" b" (here state the number of creditors or the class of creditors or the number of members or the class of members as the case ma" be. . summoned b" notice served individuall" upon them and b" advertisement dated the Q!!!!!! da" of Q!!!!!!!!! 19Q!!!! and held on the Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! atQ!!!!!!!!!. do hereb" report to this 3onVble Court as follo$s:.

mentioned T3ere mention the class of creditors or members $ho attended the meetingS voted against the proposed compromise or arrangement being adopted and carried into effect:U 5ame of creditor (or member) 1! ! -! Address .mentioned There mention the class of creditors or members $ho attended the meetingS voted in favour of the proposed compromise or arrangement being adopted and carried into effect:U 5ame of creditor (or member) 1! ! -! etc! Address .alue of debt (or 5o! of 5umber of preference or e8uit" shares votes held) +ated this Q!!!!!!!!!!!!!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! (Sd!) .alue of debt (or 5o! of preference or e8uit" shares held) 5umber of votes The under.-! The said meeting $as unanimousl" of the opinion that the compromise or arrangement should be approvedW and agreed toAor the result of the voting upon the said 8uestion as follo$s:U The under.!C! Q!!!!!!!!!!!!!!!!!!!!! Chairman! .

W 0f the compromise or arrangement $as approved $ith modifications. and also the particulars of the voting on the modifications! . it should be so stated and the modifications made should be set out.

(Win li8uidation.B?+M >o' .3 (See rule @9) T3eading as in Corm 5o! 1S Compan" /etition 5o Q!!!!!!!!! of 19Q!!!! connected $ith Compan" Application 5o! Q!!!!!!!!! of 19Q!!!! A! ?! > Co! T6td!S in li8uidation. of $hich Q!!!!!!!!! shares $ere issued and =sQ!!!!! $as paid up on each share issued! -! The ob1ects for $hich the compan" $as formed are as set in the compan"Vs memorandum of association! The" are in brief (Set out the principal ob1ects)! 4! T3ere set out the nature of the business carried on b" the compan". b" its li8uidatorW Q!!!!!!!!!!!!!!!!!!!!!!!!!! ) /etitioner Aetition to sanction compromise or arrangement The petition of A! ?! > Co! T6idS!.named is as follo$s:U 1! The ob1ect of this petition is to obtain sanction of the Court to compromise or arrangement $hereb" (here set out the nature of the compromise or arrangement)! ! The compan" $as incorporated under the Q!!!!!!!!! Act Q!!!!!!!!! $ith a nominal capital of =sQ!!!!! divided into Q!!!!!!!!! shares of =sQ!!!!! each. its financial position and the circumstances that necessitated the compromise or arrangement and the benefits sought to be achieved b" the compromise or arrangement and its effectS! 5! The compromise or arrangement $as in the follo$ing terms :. T3ere set out the terms of the compromise or arrangementS! . b" its li8uidator) the petitioner above.

and the said order directed that . should act as Chairman of the said meeting and should report the result thereof to this Court! @! 5otice of the meeting $as sent individuall" to the T3ere mention the class of creditors or members to $hom the notice $as sentS as re8uired b" the order together $ith a cop" of the compromise or arrangement and of the statement re8uired b" section -9and a form of pro*"! The notice of the meeting $as also advertised as directed b" the said order in (here set out the ne$spapers)! E! )n the Q!!!!!!!!! 19Q!!!!. $ith or $ithout modifications. a meeting of (here mention the class of creditors or members $hose meeting $as convened) of the compan" dul" convened in accordance $ith the said order. and the total value of their There mention debts. to the meeting and it $as resolved unanimousl" Tor b" a ma1orit" of Q!!!!!!!!! votes against Q!!!!!!!!! votesS as follo$s:U T3ere set out the resolution as passedS . $ho attended the meeting either in person or b" pro*"). $as held at Q!!!!!!!!! and the said . the said compromise or arrangement.! C!. as the case ma" be. or failing him.! C!. the petitioner $as directed to convene a meeting of T3ere set out the class of creditors or members of $hom the meeting $as to be heldS of the compan" for the purpose of considering and. if thought fit. approving.6! ?" an order made in the above matter on Q!!QQ!!!! 19QQ.! C!. acted as the chairman of the meeting! 9! The said . L! 9!. the total number and value of the shares should be mentioned! The said compromise or arrangement $as read and e*plained b" the said . has reported the result of the meeting to this 3onVble Court! 1&! The said meeting $as attended b" (here set out the number of the class of creditors or members.! C!. debentures or shares. as the case ma" be is =s Q!!!!!!!!! T0n the case of shares.

erification. posting of notices. such other order ma" be made in the premises as to the Court shall seem fit! . holding of meetings.up! . copies of compromise or arrangement and pro*ies. etc!. and should e*hibit the report of the Chairman and verif" the same!S 5ote!U0f the compan" is being $ound. sa" so! 5ote!U0f an" modifications $ere made in the compromise or arrangement at the meeting the" should be set out in separate paragraph! W To be inserted $here the compan" is being $ound. such as advertisement.up. etc! /etitioner T5ote!UThe affidavit in support should verif" the petition and prove an" matters not proved in an" prior affidavit.11! The sanctioning of the compromise or arrangement $ill be for the benefit of the compan"! 1 ! 5otice of this petition need not be served on an" person! The petitioner therefore pra"s: (1) That the said compromise or arrangement ma" be sanctioned b" the Court so as to be binding on all the There set out the class of creditors or members of the compan" on $hom the compromise or arrangement is to be bindingS of the said compan" and on the said compan"! ( ) )r.

and if thought fit. the Q!!!!!!!!! Fa7ette dated !!!!!!!!!!!! and the (here mention the ne$spaper) dated Q!!!!!!!! each containing the advertisement of the said notice convening the said meeting (s) directed to be held b" the said order dated Q!!!!!!!!!!!!!! 19Q!!!!. the affidavit of Q!!!!!!!!! filed the Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!!. the compromise or arrangement proposed to be made bet$een the said compan" and Q!!!!!!!!! and anne*ed to the affidavit of Q!!!!!!!!! filed the Q!!!!!!!!! da" ofV Q!!!!!!!!!!!!!!!!!!! 19Q!!!!. (and upon hearing Shri QQQQQ!!!!!!!!!! advocate . T6td!S (Win li8uidation. $as ordered to convene a meeting (or separate meetings) of the creditorsA debenture holdersApreference shareholdersAe8uit" shareholders of the above compan" for the purpose of considering. li8uidator ofV the said compan"). approving $ith or $ithout modification.1 (See rule E1 ) T3eading as in Corm 5o! 1S Compan" /etition 5o Q!!!!!!!!! of 19Q!!!! connected $ith Compan" Application 5o Q!!!!!!!!! of 19Q!!!! A! ?! > Co!.B?+M >o' . sho$ing the publication and despatch of the notices convening the said meeting(s). the order dated Q!!!!!!!!! $here b" the said compan" (or. the report(s) of the ChairmanAChairmen of the said meeting(s) (respectivel") dated Q!!!!!!!!! as to the result of the said meeting(s). b" its li8uidator ) petitioner ?efore the 3onVble #r! Hustice Q!!!!!!!!! +ated Q!!!!!!!!! ?rder on petition The above petition coming on for hearing on Q!!!!!!!!! upon reading the said petition.

and doth hereb" declare the same to be binding on Q!!!!!!!!! (here enter the class of creditors or members on $hom it is to be binding) of the above.named compan" and also on the said compan" (and its li8uidatorW) And this Court doth further order:U T3ere enter an" directions given or modifications made b" the Court regarding the carr"ing out of the compromise or arrangement!S That the parties to the compromise or arrangement or other persons interested shall be at libert" to appl" to this Court for an" directions that ma" be necessar" in regard to the $or%ing of the compromise or arrangement. present and voting in person or b" pro*")! This Court doth hereb" sanction the compromise or arrangement set forth in para Q!!!!!!!!!!!!!! of the petition herein and in the Schedule hereto. fourths in value of the creditors or class of creditors or members or class of members as the case ma" be.for Q!!!!!!!!! etc!) and it appearing from the report(s) that the proposed compromise and arrangement has been approvedWW Q!!!!!!!!! (here state $hether unanimousl" or b" a ma1orit" of not less than three. and That the said compan" Tor the li8uidator of the said compan"S do file $ith the =egistrar of Companies a certified cop" of this order $ithin 14 da"s from this date! 4chedule Scheme of compromise or arrangement as sanctioned b" the Court! .

+ated this Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! (?" the Court) =egistrar W To be inserted $here the compan" is being $ound;up! WW Ihere the compromise or arrangement has been approved $ith modifications, it should be so stated!

B?+M >o' ,& (See rule E4) T3eading as in Corm 5o! 1S Compan" /etition 5o Q!!!!!!!!! of 19Q!!!! WApplication 5o Q!!!!!!!!! of 19Q!!!! QQ!!!!!!!!!!!!!! Applicant ?efore the 3onVble #r! Hustice Q!!!!!!!!! +ated Q!!!!!!!!! ?rder under section )9, Gpon the above petition Tand applicationS coming on for further hearing on Q!!!!!!!!!!!!, upon reading, etc!, and upon hearing, etc! This Court +oth )rder (1) That all the propert", rights and po$ers of the transferor compan" specified in the first, second and third parts of the Schedule hereto and all the other propert", rights and po$ers of the transferor compan" be transferred $ithout further act or deed to the transferee compan" and accordingl" the same shall pursuant to section -94( ) of the Companies Act, 19Q!56, be transferred to and vest in the transferee compan" for all the estate and interest of the transferor compan" therein but sub1ect to nevertheless to all charges no$ affecting the same Tother than (here set out an" charges $hich b" virtue of the compromise or arrangement are to cease to have effect)S< and ( ) That all the liabilities and duties of the transferor compan" be transferred $ithout further act or deed to the transferee compan" and accordingl" the same shall pursuant to section -94( ) of the Companies Act, 1956, be transferred to and become the liabilities and duties of the transferee compan"< and

(-)

That all proceedings no$ pending b" or against the transferor compan" be continued b" or against the transferee compan"< and

(4)

That the transferee compan" do $ithout further application allot to such members of the transferor compan" as have not given such notice of dissent as is re8uired b" clause Q!!!!!!!!!!! of the compromise or arrangement herein the shares in the transferee compan" to $hich the" are entitled under the said compromise or arrangement< and

(5)

That the transferor compan" do $ithin 14 da"s after the date of this order cause a certified cop" of this order to be delivered to the =egistrar of Companies for registration and on such certified cop" being so delivered the transferor compan" shall be dissolvedWW and the =egistrar of Companies shall place all documents relating to the transferor compan" and registered $ith him on the file %ept b" him in relation to the transferee compan" and the files relating to the said t$o companies shall be consolidated accordingl"< and

(6)

That an" person interested shall be at libert" to appl" to the Court in the above matter for an" directions that ma" be necessar"!

4chedule /art 0 (0nsert a short description of the freehold propert" of the transferor compan") /art 00 (0nsert a short description of the leasehold propert" of the transferor compan")

shares./art 000 (0nsert short description of all stoc%s. debentures and other charges in action of the transferor compan") +ated this Q!!!!!!!!! da" of Q!!!!!!!!! 19Q!!!! (?" the Court) =egistrar W To be inserted $here an application is made! WW Ihere the Court directs that the transferor compan" should be dissolved from an" other date. the clause should be altered accordingl"! .