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    Merger Order [Corp. Action]

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    10 views29 pages

    Merger Order (Corp. Action)

    Uploaded by

    Shyam Sunder

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 29
    Tel. : 91224027 5600 Fax: 91224027 3700 Website: tw fertune co. ‘The anager - CRD BSE Lmtea Mural ~ 400 002 Subject : Merger Order Dear Sir Thaniena you ‘Yours raitntuly For Fortune Financial Services (india) ui Ka Haroon Mansuri | ‘Company Secretary Enel :a/a Fortune Financial Services (India) Limited EGD. OFFICE 2103, Naman Mown, ‘Awing, Senapeti Bapat Marg [iphinstone Read (Wes, mumbal- 400 013. Eni acninatsi.com Date : 23° February, 2017 ‘Attached please find the copy of the order issued by the High Court of Judicature at Bombay regarcing merger of The Investment Trust of India Limited (earlier known as ITT ‘Wealth Management Private Limited) with the company. Order from the Madras High Court / NCLT is awaited. Kindly take the above on record and acknowledge receipt ¥ $9045, HIGH COURT, BOMBAY t IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 473 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 307 OF 2026 Fortune Financial Serviees (India) Limited........... Petitioner Company dn the matter of Companies Act, 1936 (1 of 1956) And In the matter af Section 391 & 394 of the Companies Act, 1956; {to the extent appticablo provisions of the Companies Act, 2013) And In the matter of Schetie of Amalgamation of ITL Wealth Mariazement Private Linnited with Fortune Financial Services (India) Limited and their respective shareholders and creditors Called (4 Hearing 1 Hemant Sethi and Mr. Ajit Singh Tawar i/B Hemant Sethi & Go. Advacates for the Petitioners. Mi Ashish Melitta, i/b Mr. Pankaj Kapoor, for the Regional Director CORAM: A. K. MENON, J DATE; 20" OCTOREK-2016 Heacedl Counsel for the parties. No objector has comé butbre the Court to Oppose the Scheme and neither party has contravened any. averments made in the Petition, The sanction of the Court is-sought under Sections 301 16 394 af the Companies Act, 1956 and any other relevant provisions of the Companics Act, 1956 and Companies Act, 2013, to the extent notified and applidabie tp the Scheme of Amalgamation of [TT Wealth Management Private Limited Upaaeed on rxonz097 Domntaadou om. 2208208 BEE cewis-Lc & “Disclaimer Clause : Authenticated copy is not a Certified Copy” HIGH COURT, BOMBAY with Fortune Financial Services (India) Limited and their respective shareholders and creditors. ‘arned Counsel jor the Petitioner states that the Petitioner Company is Presently engaged in the business of stock broking, underwriting, portfolio management, corporate advisory services, financial advisory, asset Management, fund mobilization, lease financing and other financial services and the Transferor Company is presently engaged iri thé business of strategic investment and finance, +. Learned counsel far the Petitioner states that the amalgamation would result into. many benefits including Synergies in administration and marketing and business operations, Pooling of the human talents, strengthen the financial position of the merged entity and its capacity 40 borrow funds for business purposes) eliminate duplication of wort administrative services, and will fesult in cast savings and reflect the consolidated net worth of thesé- companies in ane balance sheet Both the Petitioner Companies have approved the said Scheme hy passing Board Resolutions which are annexed-to the Company, Scheme Petition Aled. by the Petiilorier Company. The leamed Counsel for the Petitioner further States that, Petitioner Company has complied with ali the directions passed in Company Summons for Direction and that the Company Scheme Petition have been filed in consonance with the orders passed in respective Summons for Direction The learned Counsel appearing on behalf uf the Petitioner has stated that the Petitioner has complied with’all requirements as per directions of this Court and has filed necestary affidavit of compliance in the Court Moreover, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956/2013 ‘and the Rules made thers undet. The said undertaking is accepted the Regional Director has filed an affidavit on 17% October, 2016 stating therein that save and except as stated in para 6 (i} to'6 (ul it appears according to Regional Director that the Scheme is not prejudicial to the interest of shareholders and public. in para 6 (i) to 6 (vi) of the said Affidavit, it is stated as under: Uplosdsaon- 13:012017 Downloaded os - 29012017 s2.ahde . cane “Disclaimer Clause : Authenticated copy is not a Certified Copy" 706454 HIGH COURT, BOMBAY 3 fa} That the Petitioner Companies had accepted the pooling of interest method as set out in AS 14 however the Petitioner Companies shouid alse shall pass accounting entries as mentioned in AS-S of the Accounting Standarcts, Therefore, Deponent prays that the Hon ble Cour may pass such orders as deem fit (8) Thar the Deponent prays that the excess of; ar deficit, in the value of the assets quer the value of the labilities of the Transferor Company vested in the Transferee Company pursuant to the scheme as recorded in the books of account of the Transferee Company shall be treated as Capital Resewe und in the case of deficit, it should be treated us Goodwill as per Clause No. 8.6 of the scheme. fo) The shares of the Transferor Cofpany and Transferee Company are held by foreign body/NRI-corporate as its shareholders, Hence for ‘allotment oF new shares tothe sharcholder of Transferor Company at the record date, 1M Fransforee Company may be directed to comply with FEMA/RBEJegutations, ete. as appleéible bi this.regard () The Pettioner Companies in the Clause No 17 inter alia has mertiohed that upon the scheme beconting effective, without ary further act or deed, the Transferee Company shail be re-named as "The Investment Trist of India” Therefore, Deponent prays that the Hon'ble Court may pass arders that this change may be allowed only stcbject to the complianos of the Provisions of the section 4, 13 and other applicable provisions of the Companies Act, 2013 an niles and guidelines macte thereunder, fe) That the Deponent further submits that the Tax issue if any arising out of this scheme shalt be subject to final derision of Income Tax Authority and approval of the scheme by Hon'ble High Court may nat deter the Income Tax Authority to senutinize the tax returns filed by the Petitioner Companies after giving effect to the amalgamation ‘The decision of the Income. Tax Authority is binding on the Petitioner Companies. W) ‘That the Registered Office of the Transferor Campany is situated in the State of Tamil Nadu- Chennai. it is informed that the Transferor Uploaded on #aietror7 ") Dowhlanded on - 200N/20¥7 12.25.56 ewis-ce “Disclaimer Clause ; Authenticated copy is not a Certified Copy” HIGH COURT, BOMBAY 4 Company has file similar petition before the Hon'ble High Court of Tarsil Nadw-Chennat for approving the said schema 9 Se far aa the observation in paragraph 6[i] of the Afidavit of the Regional Director ig concerned, the Petitioner Company thraugh its Counsel undertakes that in addition to compliance of Accounting Standard-14, the Petitioner Company shall pase such accounting entries which are necessary in connection with the Scheme of Amalgamation to camply with any other applicable accounting standards, 0. So far as the observation in paragraph 6lii) of Affida Director is concerned, the Petitioner Company through its Counsel of the Regional undertakes that surplus if'any arising out of the Scheme shall be credited to Capital Reserve Account of the Petitioner Company und deficit will be debited to Goodwill Account af the Petitioner Company, 1. Se far as the observation in paragraph 6itit) of the Affidavit of the Regional Director is concerned, the\ Petitioner Company thraugh its Counsel undertakes to comply (with the relevant provisions of FEMA / RBI regulations as may-be applicable with regard 16 allatment-of new shares 10 the foreign shareholder, if any. So far asithe observation in paragraph 6{iv) of the Affidavit of the Regional Director is concerned, the Petitioner Company through its Counsel clarifies that the change of name. of the Transferco Company to “The Investment Trust of India Limited” and proposed amendment to, Memorandum. of Association as per Paragraph 17 of thé Schethe is already approved by the Shareholders of the Petitioner Company and further it undertakes to comply with the Seetion 4 & 12 of the Companies Act, 2013 with regard to filing of relevant E-form and the amended copy of the Memorandum of Association with the Registrar of Companies |B. So far as the observation in patagraph ly) of the Adidavit of the Rex Director is concerned, the Petitioner Company through its Counsel states that it is bound to comply with all applicable provisions of the Ineame Ta Act, 1961 read with Income Tax Rules, 1962 issued in that behalf i} So far as the observation in paragraph G(vi) of the Affidavit of the Regionat Director is concerned, the Petitioner Company through its counsel submit that the Transferor Company has fled a similar petition before High Court Uplosdeden - 1012097 Dpwnioadodin 2004017 18:76:58 ews “Disclaimer Clause : Authenticated copy is not a Certified Copy” 90490 HIGH COURT, BOMBAY 5 of Madras for approval of the Scheme bearing CP/207/2016 and the same is pending for approval 18. The Counsel for the Regional Director om instructions from Mr RX. Dalmia, Deputy Director in the office of Regional Director states that they fre satistied with the undertakings and submission given by the Petitioner Company, The said undertakings & submission given by the Petitioner Company are accepted 16. From the material on record, the Scheme appears ta be fair and reasonable and is not violative af any pravisions of law and is not contrary to public policy. 17, Since ell the requisite statutory compliances have been fulfilled. the Company Scheme Petition filed by the Petitioner Coinpany is made absolute in terms of prayer (a) of the Company Scheme Petition 18. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (0.8), Bombay with the consented Superintendent of Stamps. for the purpose of adjudication of Gtamp duty payebléy iflaiy, oti.tHe same within 60 days from the late of receipt af the Order ftom the Madras High Court in respect af Petition filed by the Transferor Company 19. ‘The Petitioner Company are directed to file 8 copy of this order and the Schenie, duly authenticated by the Company Registrar, High Court (0.$)) Bombay with the concerned Registrar of Companies, eleetronically, along with INC ~ 28 in addition to physical copy ae-per ‘the relevant provisions of the Companies Act, 2013/1956. 20. The Petitioner Company to pay costs ef INR 10,000/- to the Reyional Director, Western Region, Mumbai. Coste to be paid within four weeks from the date of the order. 1 Filing and issuance of the drawn up order ie dispensed with, 2. All cancemed regulatory authorities to act on & copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (0. S,), Bombay. (A. K. Menon, J.) Uplesses on 42092007 Downioadad om = 2009/2047 #0.28 98 “Disclaimer Clause : Authenticated copy is not a Certified Copy” puutus HIGH COURT, BOMBAY 6 CERTIFICATE | certify that this Order uploaded is 2 true and correct copy of ofiginal signed order |Uplaaded by: - Shankar Gawde, Stenographer TRUE-COPY UE COPY , TRUE CO Upioaves on $20172017 Downloaded on: - 230972017 J2:28.66 —-cwis-ce “Disclaimer Clause : Authenticated copy is not a Certified Copy” Lt u 22 23 SCHEME OF AMALGAMATION oF ITI WEALTH MANAGEMENT PRIVATE LIMITED. wit FORTUNE FINANCIAL SERVICES (INDIA) LIMITED AND ‘THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS, (Under Sections 391 to 394 and to the extent applicable, provisions of the ‘Companies Ast 2013) ‘This Scheme of Amalgamation it presented we Sections 391 t0 394. and other applicable provisions of the Companies Act, 1956, and to the extent applicable, provisions of the Companies Act, 2013 for Amalgamation of ITT Wealth Masagement Private Limited (hereinafter refered te as “the “Transleror Company” or ITT") with Fortune Financial Services (India) Limited (hereinafter refered to aa “Transferee Company” of “FFSIL") ‘The Schemes divided ino following pars: Pare A deals svi dhe iiroductions snd definitions; Par B deals with Amalgariatiog of [THwith FPSIL and art C deals with the general (erm and eonditions that wil be applicable co Past B of the Scheme, PREAMBLE Bris ‘A. FFSIL was incorporstod om June 14, 1991 as « Limited Company in the Sine of Mahurashira under the provisions ofthe Companies Act, 1956 under the name and style of “Fortune Finapeial Secvices (India) Private Limited". The name was then changed to its present name of “Fortune Financial Services (Inia) Limited” on Octsher 20, 1991, The Registered Office of FFSIL is situated at Naman Midtown, “AP Wing Unit No, 2103, 2bst Floor, Senapati Bepst Marz, Elphinstone Road, Mumbai ~ 400 013, FESIL is presently engaged in the business of stock broking, underwriting, portfolio management, corporate acvisory services, financial ‘kdrisory, asset management, fund motilizaion,iaase financing and other financial B. ITT mas incorporated om June 12, 2015 as a Limited Company Inthe State of Tamil Nadu under the provisions of the Companies Act, 1956. The Registered Office of TT is ditusted at No. 7, 'B" Bleck, H Avenue, ‘Alsa Samar’ First Floor, Anna ‘Nagar, (East), Cheanai 600 102. TTT is presently engaged in the business of strategic investment and finance. TET is. 2 99.56% subsidiary of FFSIL. A scheme of aemngememt involving TTT bas curently been Sled with the High Court of Judicature st Chennal far demerger of Wealth Management Advisory Business of Investment Trust of India Limited ito ITI. CA. Scheme of Amalgamation js proposed under Sevtions 391 to 394 of the ‘Companies Act, 1956 for amalgamation of TF with FESIL, RATIONALE FOR AMALGAMATION ‘The amalgamation of FTI with EFSIL will result in various benefits including: (i) Synergies in administration and marketing and business operations. (il) Achieving economies of scale, (ii) Posting of the human talents in terme of manpower, management, administration and marketing which would result in savings of costs. is} Combined capital resources would strengthen the financial position of the merged ersity and result in increasing leveraging capeclty of the merged sptiy ets capacity to borrow funds for business purposes. (0) Avoiding duplication of eftoms, costs end resources. (vi) Lesser regulatory / procedural compliance. (vi) Integrate, rationalize and streamline the management structure of the merged busines. (ili) Amalgamation of the companies would eliminate duplleation of work, ‘administrative services, and will result in cost savings. Gx) Cost saving in fees! duties payable on statutory and procedural compliance 48) Fabiliate inter transfer of revourees andl costs and optirmm vtliation of assets, (ox) Syichnoniing of effors uw achieve uniform corporate policy. (ali) To reflect the consolidated net wae of these companies in one balance sheet, ‘PART A = DEFINITIONS 1. DEFINITIONS In this Scheme, unless ncomsstest with the subject or context, the following ‘expressions shall have te following meaning: 1a) xi sen acini Ae, 19 and in he et gga pian the Corapenes Act 2013) Lnhaig aby sary otdons,e-nectners or sncpinem thst ton tie oti, TSS, “Appointed ate”: or he prpoce ofthis Scheme and fr Income Tax Act, f ‘961, the “Appointed Dete" means January 1, 2016, 1.3. Court or High Courts” means the Honourable High Court of Judicacure at “//Boenbay and Chennai exercising jurisdiction under Section 391 t0 394 of the be ‘Cocypanies Act, 1956 and shall include the National Company Law Tribunal, if enolate | “kite Bate" or *Coming into effect ef this Scheme” means the let of te ises‘on wih ll he contest nd oppecinle refered tin slau 19 of hie Scheie cbse or waive Rafrece in hia chee dat of "Coing et efecto tis scheme” or “fective of hs scheme” stl meta the “Etetve Dee 1.5 “Fortune Financial Services (India) Limited” or “FFSIL” or “Transferee Company”, 2 Company incorporated under the provisions of Companies Act, 1986 having seed Oe at Naan Miiown, “A” Wing Unt No, 2108, ‘21st Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400013; 16 “114 Wealth Management Private Linlted” or “ITT or “Transfror Company” ita Company incaponted unde the Companies At. 1956, ving is Regier Otis ot No, 7, “B' Block, I! Avene, “lsa San” Fi Foc, Anna Nagar, (East), Chennai 600 102; 1.7 “Record Date” means the date to be fixed by the Board of Directors or a commiice teeot of FFSUL fr the purpose of deeming members of TI 10 fea, shat lb elie pear Gin Scho ie ran of clans ‘12 reo! ual ine” mtins this Schatie of Amalgamation ints presen form or with any modification approved se imposed or direced by the sharcolders of the respeetive companies oF te Cour; 1.3) “Undertaking” shall mean and inside all he undetaking and businesses of TTT 2s ing comcens compels of All the assets and properties (wheter moveable or immaveable, tangible and incangible, eal or personal, comport ot incacporeal, presen, future or catingeat) ‘of ITT, imeluding, without being limited to, plant and machinery, equipments, ldings and structures, ose reidential and other premites,espital workin- progress, famitue, foauns, office equipments, eppliances, accessories, power Des, depots, epoits ll sncks, stocks of fuel, ase, invests ofall kind (including shares, serps stocks, toad, éebeorue stocks, unis or pas through senificates), cash balances with banks loans, advances, contngent rights or benefits, secevables, camest manics, advances or deposits Cneluding bat nit lies to deposits with Vat Added Tas & Service Tax Departments 2s per the provisions of applicable Status, Seowity deposits far lee hold premises, / Eloeticity & Oceroi Deposits) paid by TTT; Financial assets, cases (incloding Yeas Fiphin), hire purchase contacts and ates, landing concts, rights and Benes under any conics, benefits of any security wangemenis or under any s2mrasecs. everson, powers, municipal permissions, tenancies in relation to the coflce and/or residential properties for the empleyees othe other persons, guest howies, godowns, warehouses, lenses fted and other abet, trade and service ‘names an marks, patent, copyrights, and other iellecalpeoperty sights of ny ature whatsoever, right t use and avall ef telephones, telexes, crime, emai, intemet, leased line connections and installations, ulitles, clesvisity and ether services, reserves, provisions, funds, benefits of esses or properties, or cher ‘oterest held i tras, regions, commacts, eogagemens. arangements of all ind, privileges and all other rights including sales tx defers ttle, interes ther benefits (cluding ime benefits), easements, privilege, liberties and ndvaninges of whatsoever future and wheteroever situate belonging 1o oi the ‘owsegship, power of possession aad In the eontel of er vested in or granted in favour of or enjoyed by ETT ot in connection with or relating to that ITT and all other interests of whatsoever nature belonging to or in the ownership, power, possesslon oF the contol of oe vested in or grunted in favour of or held for the benefit of cc enjoyed by ITE, whether in India or abroad (hereinafter referred to as “Asser 192. All secured and unsecured debts, (mbster in Indian rupees or foreign currency) bilities (including contingent Liabilities, if any, duties and obligations of TT of 134 197 Loa very kind, Demowings, tlle payoble; interest accrued and all other debs, duties, undertakings, soniactual obligations, geanaates given and obligations ef ITI of every ine. manure ané description whatsoever and howsoever, (hereinafter refered to 25 “Lisbil {Al agreements including fratehisse agreements), rights, contacts, entitlements, permits, licenses, pre-cualifcationstenders relating to the business of ITI, fpprovals, wutberisatons, concessions, consents, quots rights, fuel linkages, engngements, axangemenis; euthortis, allouneats, security arrangements, benefits of ny gurantes, reversions, pomers an all other approvals of every Sed, nanure and deseription whatsowver relating to the Transferor Company's ‘business setts and operations: Al ineleecual rights, ecards, les. papers, computes programmes (including but rot limited 19 any licences), manuals, data, catalogues, sales and advertising snaterials Hits and other details of present and former customers and supplies, customer éredit information, customer and supplir pricing information wall ‘ther records and documents relating 10 the IT's business activities and operons “All employees engaged in o relating ode ITI business activities tod operations, ‘Without peeudice to the generehty of subclawse 1.9. 1.92, 1.93, 194 and 1.95 shove, the undertaking of FTE shall include all TT's assets Including ctaims or obligations, certifications / permissions of whatsoever nature directly ot indirectly pertaining to the business of export of the pasty present or future pecduets, Ineluéing those relating to employees and technical know-how agreement, Hf any, oe eberwise with any person istitation / company’ oF any association anywhere in the world, enactments, lease-hold rights and, systems of any ind whussever, rights and benefits of all agreements and other interests Including sghis aad benefits under various schemes of diferent Taxation and ose Laws ray Belong to or be available to TT igh and powers of every kind, ‘umture and éescription of whatsoever probabilities, liberties, and approval of, whatsoever nature and wherever simsted, The words importing the singuiar include the phir; Words importing sny Bender Inctude every gender, Aay ward or expression used and at defined inthe Scheme bus defined in ihe At shall ove meaning respectively asigned to them in the Act 24 ‘SHARE CAPITAL ‘The Authorised, Issued and Subscribed capital of TT as on October 23, 2015 is as under: Partialars “Amount (Rs) authorised, 30,00,000 Equity Shares of Rs, 10/- each | 2e0enor ‘Totat 3.00,80,000 | | sued, Subecribed and Pad Up 180,000 Equity Shares of Rs.10/-eaci fully paid] 2,28,00,000) Total 2.28,00,000 ‘Ou: of the above, 227,000 equity stares, comprising of 99.56% of the equity chr cpl of Tr el by FFSUs Subset he above dat ae Bas “ben ni hinge in autre saved, subscribed and paid up share capital of TTL. > The Authorised, sued and Subscribed eapital of FFSIL as 0 March 31, 2015: sunder: Particulars “Amount (5) Authorised 60,000,000 Equity Shares of Rs.10/< each ‘600,000,000, Total 0,000,000 Iasned, Subseribed and Paid Up 293,489,900 28,345,990 Equity Shares of Rs L0/each 2359.90 ‘Total Sulasequent to the above date, there has been 0 change in authorised, issued, subserlbed and pald up share capital of FFSIL. al 33 aa PARTE AMALGAMATION OF FTI WEALTH MANAGEMENT PRIVATE LIMITED (ITP) WITH FORTUNE FINANCIAL SERVICES (INDIA) LIMITED (*FFSIL") SFER STING Upon the coating inio effect ofthis Scheie and with effect ftom the opening of business ascn the Appotmed Date, the Undertaking ofthe Transferar Comipens. sal, puriuant to Section 394 (2) ofthe Act, without any funher act, instrument ar deed, but subject to the ‘Libilitie, be wad stand transferred to and vested in andlor be in the Transferee Company (Amalgamated Company) as a going concen so us i become as snd fram the Appointed ‘Dine, este, assets, ight, tie, terest, and authorities ofthe Transferee Company under the provisions of Sections 391 and 394 of the Act Teaithout prejudice to clmuse 3.1 above, in respect of such ofthe Assets ap are moveable "be er inegeeel rupeny ok ts Tides Grama sia wefate pares ot béing transferred otherwise, shall be physically handed ower by manual delivery or by snonement andlor delivery io the Trafic Compary a going once 3.3510 secre $5 so froma the: Append Dov heen nigh, tea cores end ‘authorities of the Transferee Company. In respect of such assets and movables other than those refered to above in 3.2 is: sundky debtors, outstanding loans, all advances recoverable in cish or in kind or for vale tobe received, bank balances and deposits with Goverment, Semi-Government, local and other authorities and bodies, ets, the same shal, without any further act, deed or instrument, be iransferred to and vested in andlor be deemed to be transferred and vested lnthe Transferee Company as and from the Appointed Dace ‘With effect fees the Appolared Date, all the Liabilities shall, without any further ac, lnsrument or deed, stand transferred to and vested in or deemed to have been transferred ‘tw and vested in the Transteree Company so as to become the debts, liabilities, duties, and ‘obligations ofthe Transferee Company as and thom the Appointed Date and further that t shall not be necessary to obtain the content of any third party oe other person who is & party to any coniract or arrangement by virwe of which such debes, liabilities, duos and ‘obligations have arisen in order to offect the provisisas of this clause. Provided always that dhe Scheme shall not operate to enlange the security for any loan, depositor fairy a6 at avalled by the Transteror Company, and the Traneferee Company stall not be obliged to crepe any further oc additional security therefore after the Effective Date, 1h hereby sare that all ater party wansactions between the Transferor Company and the|Traaiferee Company’ shall be considered as Intra party transactions for all purposes ‘the Appointed Date and the same stall stand eancelled post the approval of the sclfeme, No inferes on Iter Corpotate deposit will bs provided. All scot, este, righ ide, stevest, eences and authorities acquzed by er pets, ‘qufcs, opprovals, peomissions, incentives, sales ue deferas, loans or benefits, sulfides, concessions, grants, sights, claims, leases, tenancy fights, liberia, eHfblbnaion Schemes and other snes, special staus and other Beneflis or privileges enjoyed or confemed upan or held ar avale of by ans'r all righ ad beset that have scdrued oc which may accrue'o te Transeror Company fier the Appointed Die and prbe us the Effective Date in connection with or in reltion to the operution of the ‘Uifderaking shall, pursuant othe provisions of Setion 3942) ofthe Act, without any futher be, instrument or deed, be an hereby’ stand wansferred to ond vested or deemed’ to have bown warferedw and vested inthe Transfeee Company : \E A oats rsd and itn nl debs, dies undenangs bites and bigs. inured or undertaken by the Tranferor Company in eaton to or in connection ith LUndetaking afer the Appotited Die and pris tothe Effective Dae hall be deemed tolave been raised used, insumed! or undertaken fer and on behalf of the Trenaeres Chmpany and tothe exten they are oustanding on the Effective Date, shall, ypon the cofaing inio effet of ibis Scheme, plsuaht to the provisions of Section 354(2) ofthe ag, without any fsther act, instrument or deed, be and stand transferred to or vested in crfoe dere to have Rees transferred a and vested inthe Transferee Company a tall boabome the debi. duties, undesakings, lsblitiee and obligations of the Thansferee Jy a nut ect eee ‘solutions, (funy, ofthe Tranaferor Company, which are valid and subsisting on the Effective Date, shall be cantinued to be valid and subsisting anid be considered as lutions OF the Transfesce Company and if any such resalutions have upper monetary cf other Limits being imposed under the provisions of the Act, of any other applicable bibvisions, then the said limits shall be ded and shall constitute the aggregate of the ‘upd limits inthe Teansferee Company. 3] aq] This Scheme shall not, in any manner, affect the rights of any of the Creditors of the Transferor Compa, The Scheme fa been drawn up to comply with the conditions twlaing to “Amalgamation” 2s specified under Section 2(1B) of the Inciene-twx Act, 1961. If any terms of provisions of the Scheme ore found or interpreted to be incoasistent with the provisions of the saié Section at a later date inshuding resulting fromm an amendment of lave or fr any other reason whatsoever upto the Effective Date, the provisions of the ssid ‘Section of the Income-tax Act, 1961 shall prevail andthe Scheme shall stand modified w the extent determined necessary to comply with Section 2(1B) of the Income-tm Act, 1961, Such modification will however not affect the other pars of the Seheme. CONTRACTS. DEEDS, BONDS AND OTHER INSTRUMENTS, "Without any fuer sto deeds, upon the coming into effec ofthis Scheme and subnet to the provisions of this Scheme, all contracts, deeds, bonds, agyeernens, Incentives, licenses, engagements, registrations, benefis, exemptions, entitlements, arrangements sad other instruments of whatsoever nsture, including all the bids and tenders which have been submived andlor accepted, in relation to the Transferor Company to which the ‘Transferor Company ate the party orto the benefit of whlch the Transferur Conspiny may be eligible end which are subsisting or having effect limmediaaty before the Effective Dat, shall be in fall fore and effect on or aginst of in favour of, a the case may te, the Transferes Company and’ may be enfrood as fully and effectually if Instead of the Transfevor Company, the Tranaferee Company fad been a party or ‘beneficiary or bkigee thereto without the requirement of obtaining or seeking consent AappROVAL Of ay third party, ‘The transfer of the Undertaking of the ‘ransferor Company from the Appointed Date under clouse 3.1 and the continuance of proceedings by of against the Trinslerse ‘Company under clause 5 shall not affest any transaction or proceedings already soncluded by the Transferor Company on and ufer the Appoiated Date to the ene and lotent thatthe Transferee Company sccepts andl adopts all acts, deeds and things done and executed by the Traasteror Company and the Transfttor Company shall be deemod to have carried on and to be carrying on fs businesson behalf ofthe Transfer Company un ed time his Scheme tes eect LEGAL PROCEEDINGS @ e te ong ot Shen la tn sl png itt campy py tate nie Enea Tel pci ent aul fc ps Te opm = tal Fk ees pd Wis ana ar Sd gw ising by or aguinst the Trunsferoe Company. “The Trensferee Company undertakes to have all legal or other proceedings initiated by or the Transferor Company refered to in clause $.1 above transfered to it name ané fo nave the same continued, prosecuted and enforced bye again the Transferee RAT Lorn -TheSciteme shall become operative ftom the Appoisted Date, but the same shall become effeftive on and from the Bffecive Date. coNpt cs HLL With effect fiom the Appoisted Date and upto the Effective Date, the “Trasféror Company: Shull. carry on and be deemed to cary on all the business and activities as hitherto ‘and thall hold and stand possessed of and shall be deemed to have held and stood possessed ofthe Undertlding on account of, and forthe benefit of and in trust for the Transfoiee Compeny and all the jolts or losses arising or incured by the “Transferor Company shai, or all purposes, be treated and be éeemed to be and cere as the profits oe lasses of the Transferee Company asthe case may be. shall carry on 1i6 business and activiies with reasonable diligence and business prudence and shall not, undertake any additonal fiasacial commitmests of any nature whatsoever, berew any amounts nar incur any other liabilities or cexpendinue, issue any additional goariatees, indernaites, letters of comfort or committees. either for itself ar on behalf of its subsidiaries or group corapaaies or aaythisd party, or sel, transfs, alienate, charge, morgage or encumber or deal with the Undertaking save ind except in each ease in the following circumstances 10 BA Bs @) ifthe same is ints ordinary course of business as casi on by ita onthe date of fling this Scheme with Cour: or Gi) the same is expressly pormitted by this Scheme; or (di) SCveriten consent of the Transferee Company’ has Been obtained. ‘The Transferee’ Company shall follow pooling of interest method for accounting ‘or the amalgamation us set out in Aecourting Standard L4 (AS 14) refereed x ia Sestion 210 and 2LL of the Companles Act (Comesponding notified Section 129 and 133 of the Companies Act, 2013), subject to the following: ‘Upon the coming into effest of this Scheme and with effect from the Appointed Date, all Assets and Lisbiities. (includes reserves if any) of the Transferor Company shall be recocded in the books of the Transferee Company at their respective book values az recorded in the hooks of the Transferor Company’ ‘subject to such corrections and adjustinents, if any, as-may in the opinion of the Board of Directors of the Transferee Company be necessary ot required andwo te ‘extent permissible in law Cis carfied thatthe halance in the reserves account including Profit and Lees ‘Account of the Transferor Company as on the Appolated Date, shall be transferred ‘to and aggregated with the corresponding reserves in the books of the Transfezce ‘Company, Its clarified that identlty of reserves of the Trans feror Company shall ‘be preserved upoa transfer thereof to the Trensferee Company, {In ease of any difference in the accounting policy of the Transferoc Company and ‘Mut of the Transferee Company, the impact theceof sball be quantified and adjusted in the reserves of the Teansferee Company to sasure that the financial -salements ofthe Traasferee Company reflec the financial position onthe basis of ‘the consistent accounting poliey- Upon coming into effect ofthis Scheme, to the extent tht there are intercompany’ investments, loans, advances, investment, deposit balances or other obligations as bocwoun the Traneferoe Company and the Transferes Company, the obligations fa 86 a respect there shall come to an end and eomespamding affect sll be given in the ‘books of accounts and records of the Transftres Compuny forthe redustion of any asses or liabilities, asthe case may be: The éxcess of, of deficr, n the value of the assets over the value ofthe Liabilities of the Transferor Company vested in the Traasieree Company purstant to this Scheme as recorded in the books of accuat of the Transferes Company shall, after adjusting the aggregite face value of the shares issued by the Transferee ‘Company’ so the members of he Trunsferor Company pursuant this Scheme and the amounts reccrded in terms of Para 82 above, be adusted in the reserves (lacluding reserves transferred as per Para 8.3) in the books of the Transferee Company. ‘TREATMENT OF TAXES Any tax libiiies under the Income-iax Ast, 1961, Wealth Tax Ac, 1957, Customs Act, 1962, Central Excise Act, 1864, Central Sales Tax Aet, 1956 ay cater Sate Sules‘Ta / Va Adie Tac Ew, Service Tat, tap lave oroter spplcabe laws srgulation (bersinaflr in this Cause referred to as "Tax Laws" eating with tev’ date levies allocable or related 10 the business of ‘Transferor Company to the extent not provided fat oF covered ty tax provision in Sr the Accounis made as onthe dai immediatly preveing the Appointed Dale shall be tarsfered wo Transferee Company. ‘All taxes (inching income tax, wealth tax, sales tax, excise duty, custms duty, serve tx, VAT, et) paid or payable by the Transeror Company in respect of the opestons andio he pros ofthe hsiness anand fom the Appointed Date, ‘shall bs on account of the Transferee Company and, insofiar as it relates ta the tax pavment Gineiling without timation lacome tas, wealth tx, sales tx, excise uty, customs duty, service tax, VAT, et), whether by way of deduction at souce, advance tax or athervise howsoever, by the Tranéror Comgany in respect oF the profits oF activites or operation of the business on and from the Appoited Date, tbe same sh! be deemed tu be the comesponding item paic by te Tenses Comp, and hl val proeediag, be dou with aseordingy ‘Any refund under the Tax Laws received by / due to Transferor Company consequent te the asstastnents made on. Tranaferor Company subseqlent to the appointed Date and for which no credit takes in the accounts a5 oa the date nmedGately preceding the Appointed Dute shall also belong to and be received by the Transferee Company: 24 10. Without prejudice to the gsnsraity of the shove, all benefits including under the income tax sales tx, excise duty, customs duty, service tre, VAT, 6 10 Which the Traaaferar Company is entitled to in terms ofthe appliable Tax Laws ofthe Union and State Governmenisy sul be available 1o and est in the Tisasferee ‘Company, 1 OF DIVIDE ‘With effect from the dave of filing ofthis Schetse with she High Court and wp to ‘and ineluding the Effective Date, the Transferer Company and the Transferee (Company shall be eaiitled to declare and pay dividens, whether interim or final, 1w thelr sespeotive equity shareholders as on the respestive record dates for the purpose of dividend. Provided that the Transferor Company shall declare a cividend only after obtaining he prioe permission of the Transferee Company and the sharsholdsrs of the Transferor Company shall no be entitled to dividends, If any, declared by the Trensferee Company priors the “Etfestive Date". 102 ntl the coming into effest of this Scheme, the holder of equity shares of the 103 a a ‘Tronsferor Company and the Transferee Company shall, save as expressly ‘provided otherwise ia this Scheme, continue to enjoy their existing rights under ‘their Fespestive Article of Astociation including thai eight to restive dividend, 1 is elarted thatthe aforesaid provisions in respect of declaration of dividends, ‘whether intevim or final are enabling provisions only and shall not be deemed to sonfer any rght-on any member ofthe Tranaferer Company andlor the Transferee ‘Company to demand or claim any dividends which, sect to the provisions of the ‘Act shall be eatitly at he discretion ofthe respective Board of Diets of the ‘Transftror Company and the Trassferee Company and subjest, wherever necessary, to the approval of the sharcholders of the Transferor Commany and the “Transferee Company, respectively COMPANY STAFF, WORKMEN AND EMPLOYEES All the employees of the Transferor Compaty in servies on the Effective Date shall become the emplayees of the Transferce Company on such date without any break or inerruption in service and on tems and conditions as to remuneration not ess fvourable than those subsisting with reference tothe Transferor Company as ‘onthe said dase. Tt is clarified that the emplayees of the Transferor Comnpany’ who B a become employees of the Transferee Company by virus ofthis Scheme, shall not be entitled to the employenent polices, and sball aot be ensitled to avail of any sesnes a betefts that are applisable and available to any af the emplayens of the ‘Transfetee Company, unless otherwise detemnined ty the Transferes ‘Compuny. As far as the provident fund, gratuity fund or any other special Fund! ur schemes ‘isting forthe benefit ofthe employees ofthe Transferor Company are concemed lipo the consiag Into effiet of this Sebeme, the Transferee Company shall be substituted and or wansferred for the Transferor Company for all purposes “whatsoever related to the administrton/operation of such funds ae schemes or in ‘ation to the obligation to make contribution to the seid funds oF seheenes in accordance with provisions of such funds or sebemes seconding to the terms provided in the respective tnust deeds of other documents and il such ime shall bbe sian sepiiately. All the righ, duties, powers and obligations of the ‘Transferoe Company In relation to such funds or Schemes shull become those of the Transferee Company und the services of the employees willbe treated as bel ‘continuous forthe purpose of tis aforesaid funds or schemes L ND Al \ The provisions of thls part shall operate notwithstanding anything to the conary in any osher insrument, deed oe writing, Upon coming inta etfect of the Scheme, und in consideration of the transfer and. vesting of undertaking and che lisbiltes of the Transferor Company to the: ‘Transfetes Company in terms of this Scherbe, the Transferee Company shall without any father application, act or deed, Issue and allot wo the equity and preference sharebolders of the Transferor Company (other than the Transferee Conipacy) Whose aes We HeeGided Ge the Reglater of Membert of the ‘Transferor Company, on the Record Dale; in the following ratio ("the Share xchange Ratio”) In respect of every 1 (One) Preference Share of Rs.1001- each fully paid up held by such member in the Trarsferor Company, 1 (One) Redeemable Prefteence ‘Share in the Transferee Company of Bs 10 each credited as fully paid up, 4 a 12 12s 12.6 lat 18 In respect of every 19 (Ten) Equity Shares of R10! each fully pale up bald by such member in the Tranafror Company, | (Ons) Redermable Prefers Share inthe Transferee Company of Rs 100 each credited a fly paid up. (afer Armenirs I for term ef Redeeable Preference Shaves) 22,70,000 Equity Shares of the Teansferor Company held by: the Transferee ‘Company on the Revord date shall be deemed to have been canceled without aiy ‘usher act or desé, Reduction and caxeellation of sharcs in the manner aforesaid shall be treated as integral part of the Scheme. In case of aay member's holding in the Transferor Compeay is such that the ‘member becomes entitled to a finstion of a preference shure of the Transferee ‘Conipany, the Transtéres Company all not Ise fractal share camifieses to ‘such member. All such fractions shall be rounded off t che nearest decimal, Unless otherwise determined by’the Board of Direstos, of any Commies thereof of the Teansferes Company alloumens of shares la teri of clause 12,2 of this par shal be done within ninety days from the Effective Date. The Tranaferce Company will make an application for approval, if applicable o¢ ‘kings w Foreign Investment Promotion Board ‘ Reserve Bank of India / suthorized dealer or approgeiite muthority, for fs approval under the provisions of the Foreign Exchange Management Act 1999 for the issue and allotment of preference shares in the Transferee Company wo the nowtesident shareholders of ‘the Transferor Company in accordance with the provisions of the Scheme. ‘Upon the Scheme being finaly afftetive, the Authorised Capital of Transferor Company will get merged with that of the Transferee Company without payment of waiditional fees and duties os the sald fees have already been paid and te Authorlied Capital of the Teaferes Canny Will bé increase to that effect by jus ing requisite forms. tis clarified that FFSIL, for the purpose of amendment in the Authorised Share Capital and corresponding amendment in the Memorandum of Association and Antcies of Associaton, shall nt be required to.past a separe Resolution under Seetion 16, Seetion 31 or any other provisions of the Act and on the members of FFSIL approving the Scheme, it shall be deemed that she shareholders of FESIL have given their consent for amendment of the Authorised Share Capital snc 1s 44 emendment in Memorandum of Asscelation and Articles of Association of FESIL. & required under Section 16, Section 31 and other applicable provisions of the ‘Act RESTRICTION ON CHANGE OF CAPITAL STRUCTURE With effet srom the Appsinied Date and upto the Effective Date, the Transferor Company shall not make any change in their reapestive capital siracture either by any increase, (by issue of equity or shares on a rights basis, bonus shares, converibie debeorures ot otherwise) decrease, reduetion, re-classificwion, wb- division or comolidation, re-organistion, or in any ocher manne except by ‘mutuai consent ofthe respective Board of Directors of the Transferer Company andthe Transferes Compury or except a may’ be expressly perntted utdes this Scheme WINDING UP AG On the Scheme becoming effective, Transferor Company shall be dissolve" ig ip PART C -GENERAL TERMS: APPLICATION TO THE JURISDICTIONAL HIGH COURTS OR SUCH ‘OTHER APPROPRIATE AUTHORITY ‘The Transferor Company and the Transferee Company shall make applications / petitions under Sestions 391 and 394 read together with oer applicable provisions of the Act to the Furidictional High Court or anyother appropriate sauthorty, for sanction of this Scheire and for the dissolution of the Transferor (Company without winding-up ide the provisions ef law. MODIFICATION/sMENPMENTS TO THIS SCHEME 1 TTT and FESIL by their respective Board of Disesiors or any Commitee thereof ac any Diector authorised in that behalf may consent on behalf of all persons conseened, (without reeousse to shareholders and approval of the Scheme by the Shareholders shall be deemed to be approval to any modification/s or amendments of this Scheme or to any conditions Which the Court and/or any other authorities 16 162 nn ma 123 1% 18 under oor muy deem Gt 42 approve of or spite, wich may otherwise be wonsldered necessary or desirable for setng any question a doubt or difvaly at say arise for carrying out the Scheme and do all acs, deeds end things as may be secesiary desirable a exgeien for putting thie Schema ints effect For the purpose of giving effect ta this Scheme or to aay modification thereof, the

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