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SCHEME OF AMALGAMATION

OF

SWITZER PROCESS INSTRUMENTS PRIVATE LIMITED (“SPIPL” OR “THE

TRANSFEROR COMPANY”)

WITH

WIKA INSTRUMENTS INDIA PRIVATE LIMITED (“WIIPL” OR “THE

TRANSFEREE COMPANY”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF

THE COMPANIES ACT, 2013

I. PREAMBLE

The Scheme of Amalgamation (“Scheme”) is presented pursuant to the

provisions of Sections 230 to 232 and other applicable provisions of the

Companies Act, 2013, for amalgamation of Switzer Process Instruments

Private Limited (hereinafter referred to as “SPIPL” or “the Transferor

Company”) with Wika Instruments India Private Limited (hereinafter referred

to as “WIIPL” or “the Transferee Company”) and their respective

Shareholders and Creditors.

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II. DESCRIPTION OF THE COMPANIES

(a) The Transferee Company is a private limited company incorporated

under the Companies Act, 1956 on 2nd September, 1997 vide CIN

U29299MH1997PTC110418, having its registered office at Plot No.

40, Gat No. 94+100, Hi-Cliff Industrial Estate, Village Kesnand, Pune

412 207, Maharashtra, India. The Transferee Company is inter alia

engaged in the business of manufacturing and marketing of

measuring instruments such as pressure gauges, temperature

gauges, pressure transmitters, chemical seals, thermometers, level

gauges, flow and force measuring instruments, temperature

transmitters, calibration test benches, gas filtering units and

components and tools for refrigeration and air conditioning systems

etc. The manufacturing activities carried on by the Transferee

Company in India relate to the assembly of components, welding of

components, calibration and final adjustment of the instruments, filling

of liquid in the casing of the instrument, leaking testing by helium leak

tester and final quality inspection of above mentioned measuring

instruments.

(b) The Transferor Company is a private limited company incorporated

under the Companies Act, 1956 on 25th March, 2014 vide CIN

U29255TN2014PTC095662, having its registered office at No.128,

SIDCO Estates, Ambattur, Chennai 600 098, Tamil Nadu, India. The

Transferor Company has manufacturing facilities in Chennai and

Ghaziabad city in India. The Transferor Company is inter alia engaged

in the business of manufacture of process control instruments like

pressure switches, draft indicators, flow switches, differential pressure

indicators, primary flow elements, etc..

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III. RATIONALE OF THE SCHEME

The Transferor Company and the Transferee Company are part of the same

shareholders group i.e. WIKA group. The Transferor Company and the

Transferee Company, both are subsidiaries of WIKA Alexander Wiegand

SE & Co. KG, Germany.

The amalgamation of the Transferor Company with the Transferee

Company would inter-alia have the following benefits:

(i) Improve the organisational capability arising from the pooling of

financial, managerial and technical resources, professional

capabilities, skills and expertise and technologies in one entity.

Further, it will eliminate multiple companies resulting in simplified

structure. This will consolidate the efforts of management and will

enable to closely monitor the activities.

(ii) Provide significant impetus to the growth in the form of enhance

scale of operations leading to optimum utilisation of various

resources and infrastructure with reduction in overheads,

administrative costs, managerial and other expenditure, provide

holistic services, appropriate channelization of synergies, direct

operational efficiencies, increased asset base and will consolidate

revenue and profitability.

(iii) Contribute in furthering and fulfilling the objectives and business

strategies of these companies thereby accelerating growth,

expansion and development of business. It will also provide the

Transferee Company a strong and focused base to undertake the

business more advantageously and thereby maximising the overall

shareholders value by strengthening its core competencies.

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(iv) Establish a diversified product offering and benefit from access to

each company’s client base. Accordingly, create revenue and cost

synergies by bundling the product offerings, leveraging distribution

networks and enhance the financial profile with higher growth and

margin expansion.

(v) The Scheme shall not in any manner be prejudicial to the interest of

the shareholders and creditors or general public at large.

IV. PARTS OF THE SCHEME

The Scheme is divided into the following parts:

Part - A – deals with Definitions and Share Capital;

Part - B – deals with the Amalgamation of the Transferor Company with the

Transferee Company; and

Part - C - deals with General Terms and Conditions applicable to this

Scheme.

PART - A

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

In this Scheme, unless inconsistent with the subject or context, the following

expressions shall have the following meaning:

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1.1 “Act” means the Companies Act, 2013 or any modifications or re-

enactments or amendments thereof from time to time and shall include any

rules, regulations, circulars, directions or guidelines issued thereunder;

1.2 “Applicable Law” means any applicable statute, notification, bye laws,

rules, regulations, guidelines, rule of common law, policy, code, directives,

ordinances, orders or instructions having the force of law enacted or issued

by any appropriate authority, including any statutory modification or re-

enactment thereof for the time being in force;

1.3 “Appointed Date” means 1st day of April, 2019, or such other date as may

be fixed or approved by the National Company Law Tribunal, Mumbai

Bench or National Company Law Tribunal, Chennai Bench or such other

competent authorities;

1.4 “Board of Directors” or “Board” means the board of directors of the

respective the Transferor Company and/ or the Transferee Company, as

the case may be, and shall include a duly constituted committee thereof;

1.5 “Effective Date” means the last of the dates on which the certified copies

or authenticated copies of the order sanctioning this Scheme, passed by the

Tribunal(s) are filed with the Registrar of Companies, Pune by the

Transferee Company and with the Registrar of Companies, Chennai by the

Transferor Company.

References in this Scheme to the date of “coming into effect of this

Scheme” or “upon the Scheme being effective” shall mean the Effective

Date;

1.6 "Governmental Authority" means any applicable central, state or local

government, legislative body, regulatory, administrative or statutory

authority, agency or commission or any court, tribunal, board, bureau or

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instrumentality thereof or arbitration or arbitral body having jurisdiction,

exercising powers conferred by Applicable Law in India;

1.7 “Tribunal(s)” or “NCLT(s)” means the National Company Law Tribunal,

Mumbai Bench having jurisdiction over the Transferee Company and

National Company Law Tribunal, Chennai Bench having jurisdiction over

the Transferor Company as applicable;

1.8 "Scheme" or “the Scheme” or “this Scheme” means this Scheme in its

present form or with any modification(s) made under Clause 16 of this

Scheme, as approved or directed by the Tribunal(s);

1.9 “SPIPL” or “the Transferor Company” means Switzer Process

Instruments Private Limited, a company incorporated under the Companies

Act, 1956 and having its registered office at No.128, SIDCO Estates,

Ambattur, Chennai 600 098, Tamil Nadu, India;

1.10 “WIIPL” or “the Transferee Company” means Wika Instruments India

Private Limited, a company incorporated under the Companies Act, 1956

and having its registered office at Plot No. 40, Gat No. 94+100, Hi-Cliff

Industrial Estate, Village Kesnand, Pune 412 207, Maharashtra, India.

All terms and words not defined in this Scheme shall, unless repugnant or

contrary to the context or meaning thereof, have the same meaning

ascribed to them under the Act and other applicable laws, rules, regulations,

bye-laws, as the case may be or any statutory modification or re-enactment

thereof from time to time.

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2. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme as set out herein in its present form or with any modification(s)

and amendment(s) made under Clause 16 of the Scheme shall be effective

from the Appointed Date but shall be operative from the Effective Date.

3. SHARE CAPITAL

3.1 The share capital of the Transferor Company as on March 31, 2019 was as

under:

Particulars Amount in (Rs.)

Authorised Capital

4,00,00,000 Equity Shares of Rs.10/- each

40,00,00,000

TOTAL 40,00,00,000

Issued, Subscribed and Paid up Capital

3,69,80,454 Equity Shares of Rs.10/- each fully paid up

36,98,04,540

TOTAL 36,98,04,540

Subsequent to March 31, 2019, there has been no change in the

authorised, issued, subscribed and paid-up share capital of the Transferor

Company.

3.2 The share capital of the Transferee Company as on March 31, 2019 was as

under:

Particulars Amount in (Rs.)

Authorised Capital

32,00,000 Equity shares of Rs 100/- each

32,00,00,000

TOTAL 32,00,00,000

Issued, Subscribed and Paid up Capital

31,35,000 Equity shares of Rs 100/- each fully paid up

31,35,00,000

TOTAL 31,35,00,000

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Subsequent to March 31, 2019, there has been no change in its authorised,

issued, subscribed and paid-up share capital of the Transferee Company.

PART - B

AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE

TRANSFEREE COMPANY

4. TRANSFER AND VESTING

4.1 With effect from the Appointed Date and upon the Scheme becoming effective,

the entire business and undertakings of the Transferor Company, shall, under

the provisions of Sections 230 to 232 and other applicable provisions, if any, of

the Act, and pursuant to the order of the Tribunal(s) or other appropriate

authority, if any, sanctioning the Scheme shall without any further act, deed,

matter or thing, stand transferred to and vested in and/or deemed to be

transferred to and vested in the Transferee Company so as to become the

properties and liabilities of the Transferee Company in accordance with

Sections 230 to 232 of the Act.

4.2 Without prejudice to the generality of the above said Clause:

4.2.1 The assets of the Transferor Company shall include all its properties

and assets (whether real or personal, in possession or reversion,

corporeal or incorporeal, movable or immovable, tangible or intangible)

of whatsoever nature including but not limited to immovable properties

(whether owned, licensed or leased), plant and machinery, furniture

and fixtures, vehicles, office equipments, other equipments, building

and structures, offices, residential and other premises, capital work in

progress, computers, air conditioners, refrigerators, investments, cash

on hand, sundry debtors, all stocks, investments of all kinds (including

shares, scrips, stocks, bonds, debenture, debenture stocks, units)

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advances, electrical installations, telephones, telex, facsimile, other

communication facilities, any trade mark, patents, know-how, service

mark, trade secrets, brand, registrations, product licenses, intangibles

and licenses (including but not limited to AX - ERP), marketing

authorisations, or other intellectual property rights, proprietary right,

permits, quotas, approvals, actionable claims, all rights / title or interest

in property(ies) by virtue of any court order / decree, contractual

arrangement, allotment, grant, subsidies, lease, possession or

otherwise, memorandum of understandings, tenancy rights, lending

contracts, permissions, incentives, registrations, contracts,

engagements, arrangements of all kinds, rights, titles, interests, all

benefits including subsidies, grants, incentives, tax credits (including

but not limited to credits in respect of CENVAT, income tax, minimum

alternate tax, goods and services tax (“GST”), value added tax, sales

tax, entry tax, service tax and all other taxes, tax refunds) and all rights,

claims and powers of whatsoever nature and wheresoever situated

belonging to or in the ownership, power or possession and in the

control of or vested in or granted in favour of or enjoyed by or

pertaining to the Transferor Company, licenses, municipal and other

statutory permissions, approvals of the Transferor Company including

but not limited to right to use and avail electricity connections, water

connections, telephone connections, facsimile connections, telexes, e-

mail, internet, leased line connections and installations, all records,

files, papers, computer programs, manuals, data, catalogues, sales

material, list of customers and suppliers, other customer information,

quotations, and all other rights, title, lease, interest, contracts, consent,

approvals or powers of every kind, nature and descriptions whatsoever,

benefits of all agreements, arrangements, deposits, loans, advances,

recoverable and receivables, whether from government, semi-

government, local authorities or any other person including customers,

contractors or other counter parties, etc., all earnest monies and/or

deposits, privileges, liberties, easements, advantages, benefits,

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exemptions and approvals of whatsoever nature shall under the

provisions of Sections 230 to 232 of the Act and pursuant to the orders

of the Tribunal(s) or any other appropriate authority sanctioning this

Scheme and without further act, instrument or deed, but subject to the

charges affecting the same as on the Effective Date be transferred

and/or deemed to be transferred to and vested in Transferee Company

so as to become the properties and assets of Transferee Company as

on Appointed Date.

4.2.2 Pursuant to the Scheme, the immovable property, shall, upon coming

into effect of this Scheme, be so transferred to the Transferee

Company without requiring any deed or instrument of conveyance and

shall upon such transfer become the property and an integral part of

the Transferee Company. Such immovable property shall be free from

all encumbrances except permitted asset encumbrances.

4.2.3 In respect of all the movable assets owned by the Transferor Company

as on the Effective Date and the assets which are otherwise capable of

transfer by physical delivery or endorsement and delivery or novation,

including cash on hand, shall be so transferred to the Transferee

Company and deemed to have been physically handed over by

physical delivery or by endorsement and delivery, as the case may be,

to the Transferee Company to the end and intent that the property and

benefit therein passes to the Transferee Company with effect from the

Appointed Date.

4.2.4 Such delivery and transfer shall be made on or after the Effective Date

as may be mutually agreed upon between the respective Board of

Directors of the Transferee Company and the Transferor Company.

4.2.5 In respect of the movable assets owned by the Transferor Company as

on the Effective Date, other than those mentioned in Clause 4.2.3

above, including all documents, deeds, agreements, mortgages,

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pledges, guarantees, actionable claims, sundry debtors, outstanding

loans, advances, whether recoverable in cash or kind or for value to be

received and deposits, if any with the local and other authorities, bodies

corporate, customers, etc, the Transferor Company shall if so required

by the Transferee Company, and the Transferee Company may, issue

notices in such form as the Transferee Company may deem fit and

proper stating that pursuant to the Tribunal(s) having sanctioned this

Scheme, the relevant debt, loan, advance or other asset, be paid or

made good or held on account of the Transferee Company, as the

person entitled thereto, to the end and intent that the right of the

Transferor Company to recover or realize the same stands transferred

to the Transferee Company and that appropriate entries should be

passed in their respective books to record the aforesaid changes.

4.2.6 With effect from the Appointed Date, all debts, liabilities (including

contingent liabilities), provisions, duties and obligations of every kind,

nature and description of the Transferor Company, shall be deemed to

have been transferred to the Transferee Company and to the extent

they are outstanding on the Effective Date shall, without any further act,

deed, matter or thing be and stand transferred to the Transferee

Company and shall become the liabilities and obligations of the

Transferee Company which undertakes to meet, discharge and satisfy

the same and it shall not be necessary to obtain the consent of any

third party or other person who is a party to any contract or

arrangement by virtue of which such debts, liabilities and obligations

have arisen in order to give effect to the provisions of this Clause.

4.2.7 Where any of the debt, liabilities (including contingent liabilities), duties

and obligations of the Transferor Company as on the Appointed Date,

deemed to be transferred to the Transferee Company have been

discharged by the Transferor Company, as the case may be, after the

Appointed Date and prior to the Effective Date, such discharge shall be

deemed to have been for and on account of the Transferee Company,

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and all loans raised and used and all liabilities and obligations incurred

by the Transferor Company after the Appointed Date and prior to the

Effective Date shall be deemed to have been raised, used or incurred

for and on behalf of the Transferee Company and to the extent they are

outstanding on the Effective Date, shall also without any further act,

deed, matter or thing shall stand transferred to the Transferee

Company and shall become the liabilities and obligations of the

Transferee Company which undertakes to meet, discharge and satisfy

the same and it shall not be necessary to obtain the consent of any

third party or other person who is a party to any contract or

arrangement by virtue of which such loans and liabilities have arisen in

order to give effect to the provisions of this Clause.

4.2.8 All the assets and properties which are acquired by the Transferor

Company, on or after the Appointed Date but prior to the Effective Date

shall be deemed to be and shall become the assets and properties of

the Transferee Company and shall under the provisions of Sections

230 to 232 and all other applicable provisions if any of the Act, without

any further act, instrument or deed, be and stand transferred to and

vested in and be deemed to have been transferred to and vested in the

Transferee Company upon the coming into effect of this Scheme

pursuant to the provisions of Sections 230 to 232 of the Act.

4.2.9 All cheques and other negotiable instruments and payments orders

received in the name of the Transferor Company after the Effective

Date shall be accepted by the bankers of the Transferee Company and

credited to the account of the Transferee Company. Similarly, the

banker of the Transferee Company shall honour cheques issued by the

Transferor Company for payment on or after the Appointed Date and

presented after the Effective Date.

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4.2.10 Loans, advances and other obligations if any, due or which may at any

time in future become due between the Transferor Company and the

Transferee Company shall stand cancelled and there shall be no

liability in that behalf on either party.

4.2.11 The transfer and vesting of the undertakings of the Transferor

Company as aforesaid shall be subject to the existing securities,

charges, liens, mortgages and other encumbrances if any, subsisting

over or in respect of the property and assets or any part thereof to the

extent such securities, charges, mortgages, encumbrances are created

to secure the liabilities forming part of the Transferor Company.

Provided always that this Scheme shall not operate to enlarge the

scope of security for any loan, deposit or facility availed of by the

Transferor Company and the Transferee Company shall not be obliged

to create or provide any further or additional security therefore after the

Effective Date or otherwise.

4.2.12 Without prejudice to the provisions of the foregoing clauses and upon

the effectiveness of this Scheme, the Transferor Company and the

Transferee Company shall execute all such instruments or documents

or do all the acts and deeds as may be required, including the filing of

necessary particulars and/or modification(s) of charge, with the relevant

Registrar of Companies to give formal effect to the above provisions, if

required.

4.2.13 Upon the Scheme being sanctioned and made effective, the Transferee

Company shall be entitled to operate all Bank Accounts related to the

Transferor Company and all cheques, drafts, pay orders, and/or

payment advices of any kind or description issued in favour of the

Transferor Company, either before or after the Appointed Date, or in

future, may be deposited with the Bank of the Transferee Company

and credit of all receipts thereunder will be given in the accounts of the

Transferee Company.

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4.3 This Scheme has been drawn up to comply with the conditions relating to

“Amalgamation” as specified under Section 2(1B) of the Income-tax Act, 1961.

If any terms or provisions of the Scheme is/are inconsistent with the provisions

of the said Section 2(1B) of the Income-tax Act, 1961, such provisions of said

Section 2(1B) of the Income-tax Act, 1961 shall prevail and the Scheme shall

stand modified to the extent necessary to comply with the said Section 2(1B)

of the Income-tax Act, 1961. Such modification will, however, not affect the

other parts of the Scheme.

5. CONSIDERATION

5.1 Upon this Scheme becoming effective and in consideration of amalgamation of

the Transferor company with the Transferee Company, the Transferee

Company shall without any further application or deed, issue and allot to all the

equity shareholders of the Transferor Company, holding fully paid up equity

shares in the Transferor Company and whose names appear in the Register of

Members of the Transferor Company as on the Effective Date or to their

respective his/ her/its heirs, executors, administrators, legal representative or

the successors-in-title, as may be recognized by the Board of Directors of the

Transferee Company, fully paid-up equity shares of the Transferee Company

in the following ratio:

‘100 (One Hundred) fully paid up Equity Shares of Rs. 100 /- (Rupees One

Hundred) each of the Transferee Company shall be issued and allotted for

every 1553 (One Thousand Five Hundred and Fifty Three) fully paid up

Equity Shares of Rs. 10/- (Rupees Ten) each held in the Transferor

Company.’

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5.2 The Equity Shares in the Transferee Company to be issued to the equity

shareholders of the Transferor Company pursuant to Clause 5.1 above shall

be subject to the Memorandum of Association and Articles of Association of

the Transferee Company and shall rank in pari-passu in all respects with the

existing Equity Shares of the Transferee Company as on the Effective Date

including in respect of dividend, if any, that may be declared by the Transferee

Company on or after the Effective Date.

5.3 The fractional entitlement, if any, to which the equity shareholder of the

Transferor Company may become entitled to upon issuance of Equity Shares

pursuant to Clause 5.1 above would be rounded off by the Transferee

Company to the nearest integer. A fraction of less than half shall be rounded

down to the nearest lower integer and a fraction of half or more shall be

rounded up to the nearest higher integer.

5.4 The issue and allotment of Equity Shares by the Transferee Company, to the

shareholders of the Transferor Company as provided in this Scheme is an

integral part thereof and shall be deemed to have been carried out as if the

procedure laid down under Section 62 of the Act and any other applicable

provisions of the Act were duly complied with. It is clarified that the approval to

the Scheme by the shareholders of the Transferee Company shall be deemed

to be due compliance of the provisions of Sections 42 and 62 and other

relevant provisions of the Act and all applicable law for issuance and allotment

of the Equity Shares by the Transferee Company under this Scheme Further,

Board of Directors of the Transferee Company shall take necessary steps

required for issue of Equity Shares and shall take necessary action or steps, if

required, for any compliance under the direction of regulatory bodies.

5.5 The Transferee Company shall take necessary steps to increase or alter, to

the extent required, its Authorized Share Capital suitably to enable it to issue

and allot the Equity Shares pursuant to this Scheme.

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6. ACCOUNTING TREATMENT

6.1 The provisions of the Accounting Standard (AS) 14, Accounting for

Amalgamations, or such other accounting standard as applicable from time to

time will be complied with to the extent applicable to this Scheme.

6.2 The amalgamation of Transferor Company with the Transferee Company shall

be accounted for in accordance with the “Pooling of Interest Method” of

accounting as per Accounting Standard 14 as notified under the Companies

Act, 2013 read with applicable rules thereunder.

6.3 Upon the Scheme coming into effect and with effect from the Appointed Date,

the Transferee Company shall account for the amalgamation in its books as

under:

a) All the assets, liabilities and reserves (excluding Equity Share

Capital) as on the Appointed Date recorded in the books of the

Transferor Company, shall stand transferred to and vested in the

Transferee Company pursuant to this Scheme and shall be recorded

by the Transferee Company at their existing carrying amounts and in

the same form as appearing in the financial statements of the

Transferor Company at the end of the day immediately preceding

the Appointed Date;

b) The inter-company transactions, deposits / loans and advances or

any other balances outstanding in the books of account, between the

Transferee Company and the Transferor Company will stand

cancelled and there shall be no further rights or obligation in that

behalf;

c) The Transferee Company shall credit to the Equity Share Capital

Account in its books of account, the aggregate face value of the

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Equity Shares issued and allotted under the Scheme by it to the

equity shareholders of the Transferor Company pursuant to this

Scheme;

d) The difference between the amount recorded as Equity Share

Capital issued and allotted by the Transferee Company pursuant to

this Scheme and the existing amount of Equity Share Capital of the

Transferor Company shall be adjusted in the reserves (i.e. Surplus/

(Deficit) in Statement of Profit and Loss) of the Transferee Company;

e) If considered appropriate, for the purpose of application of uniform

accounting policies between the Transferor Company and the

Transferee Company, the Transferee Company may make suitable

adjustments in respect of conflicting accounting policies, if any, and

shall report the effects on the financial statements of any changes in

accounting policies of the Transferee Company in accordance with

the Accounting Standard (AS) 5, Net Profit or Loss for the Period,

Prior Period Items and Changes in Accounting Policies, notified

under the Companies Act, 2013 read with applicable rules

thereunder.

7. COMBINATION OF AUTHORISED SHARE CAPITAL

7.1.1 Upon this Scheme becoming effective, the authorised share capital of the

Transferee Company shall automatically stand increased and reclassified

without any further act, instrument or deed on the part of the Transferee

Company including payment of stamp duty and fees payable to Registrar of

Companies, by the authorised share capital of the Transferor Company

aggregating to Rs. 40,00,00,000/- (Rupees Forty Crores only).

7.2 Consequently, the Memorandum of Association and Articles of Association of

the Transferee Company (relating to the authorised share capital) shall,

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without any further act, instrument or deed, be and stand altered, modified and

amended, and the consent of the shareholders to the Scheme, whether at a

meeting or otherwise, shall be deemed to be sufficient for the purposes of

effecting this amendment, and no further resolution(s) under Sections 13, 14

and 61 of the Companies Act, 2013 and other applicable provisions of the Act

would be required to be separately passed, as the case may be and for this

purpose the stamp duties and fees paid on the authorised share capital of the

Transferor Company shall be utilized and applied to the increase and

reclassification of authorised share capital of the Transferee Company and

there would be no requirement for any further payment of stamp duty and/or

fee by the Transferee Company for increase in the authorised share capital to

that extent.

7.3 Pursuant to the Scheme becoming effective and consequent amalgamation of

the Transferor Company with the Transferee Company, the authorised share

capital of the Transferee Company would be increased and reclassified as

under:

Particulars Amount in (Rs.)

Authorised Capital

72,00,000 Equity Shares of Rs.100/- each

72,00,00,000

TOTAL 72,00,00,000

7.4 It is clarified that the approval of the members of the Transferee Company to

the Scheme, whether at a meeting or otherwise, shall be deemed to be their

consent/approval also to the amendment of the Memorandum of Association

and Articles of Association of the Transferee Company as may be required

under the Act.

7.5 The Clause IV (a) of the Memorandum of Association of the Transferee

Company shall stand substituted by virtue of the Scheme to read as follows:

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“a. The authorised share capital of the Company is Rs. 72,00,00,000/-

(Rupees Seventy two crores only) divided into 72,00,000 (Seventy two

lakhs) Equity Shares of Rs.100/- (One hundred) each with rights, privileges

and conditions attached thereto as per the relevant provision contained in

behalf of the Articles of Association of the Company.”

8. LEGAL PROCEEDINGS

8.1 If any suit, appeal or other proceeding of whatever nature by or against the

Transferor Company is pending, the same shall not abate or be discontinued

or in any way be prejudicially affected by reason of the amalgamation or by

anything contained in this Scheme, but the said suit, appeal or other legal

proceedings may be continued, prosecuted and enforced by or against the

Transferee Company, as the case may be, in the same manner and to the

same extent as it would or might have been continued, prosecuted and

enforced by or against the Transferor Company as if this Scheme had not

been made.

8.2 In case of any litigation, suits, recovery proceedings which are to be initiated or

may be initiated by or against the Transferor Company, the Transferee

Company shall be substituted and deemed to be party thereto and any

payment and expenses made thereto shall be the liability of the Transferee

Company.

9. TAXATION MATTERS

9.1 All taxes (including, without limitation, income tax, wealth tax, sales tax,

custom duty, service tax, value added tax, entry tax, central sales tax, GST,

etc.) paid or payable by the Transferor Company in respect of the operations

or profits and assets of the Transferor Company before the Appointed Date,

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shall be on account of the Transferee Company and, in so far as it relates to

any tax payment (including, without limitation, income tax, dividend distribution

tax, minimum alternate tax, wealth tax, sales tax, custom duty, service tax,

value added tax, entry tax, central sales tax, GST, etc.) whether by way of

deduction at source, advance tax or otherwise, howsoever, by the Transferor

Company in respect of its profits or activities or operations or assets with effect

from the Appointed date, shall be deemed to be the corresponding item paid

by the Transferee Company and shall in all proceedings be dealt with

accordingly.

9.2 Any refund under the tax laws due to the Transferor Company consequent to

the assessment made on the Transferor Company and for which no credit is

taken in accounts as on the date immediately preceding the Appointed Date

shall also belong to and be received by the Transferee Company.

9.3 The Transferee Company shall be entitled to revise and file income tax

returns, sales tax / value added tax return, service tax returns, GST returns

and any other returns, and to claim refunds / credits, pursuant to the provisions

of this Scheme. The Transferee Company shall be entitled to such tax

benefits, including but not limited to, minimum alternate tax paid under Section

115JA/115JB of the Income-tax Act, 1961, including the benefit of brought

forward losses or depreciation as admissible under the provisions of the

Income-tax Act, 1961 to the extent applicable, of the Transferor Company from

the taxable profits of the Transferee Company with effect from the Appointed

Date. Further, all existing and future benefits / claim / relief / under the

provisions of the Income-tax Act, 1961 shall be available otherwise to the

Transferor Company upon fulfilment of the prescribed conditions. The

Transferee Company shall continue to enjoy the tax benefits and concessions

provided to the Transferor Company by the concerned authorities.

9.4 Any refund / credit / claim / benefits / incentives under any tax laws due to the

Transferor Company (including but not limited to advance tax self-assessment

tax, regular assessment tax, service tax, CENVAT, minimum alternate tax,

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value added tax, entry tax, central sales tax, GST, etc.) shall belong to and be

received by the Transferee Company. Without prejudice to the generality of

the aforesaid provision, all benefits under the various incentive schemes and

policies that the Transferor Company is entitled to, in relation to its operations,

shall upon the Scheme becoming effective and with effect from the Appointed

Date be transferred to and vested in the Transferee Company and all the

benefits, entitlements and incentives of any nature whatsoever, shall be

claimed by the Transferee Company.

10. CONTRACTS, DEEDS AND OTHER INSTRUMENTS

10.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds,

insurance, registrations, licenses, permissions, approvals, consents, letters of

Intent, undertakings, entitlements, permit benefits, arrangements, policies,

agreements, services, guarantees, collaterals and securities and other

instruments, if any, of whatsoever nature pertaining to the Transferor

Company to which the Transferor Company is party and subsisting or having

effect on the Effective Date, shall be in full force and effect against or in favour

of the Transferee Company, as the case may be, and may be enforced by or

against the Transferee Company as fully and effectually as if, instead of the

Transferor Company, the Transferee Company had been a party thereto.

10.2 The Transferee Company shall enter into and/or issue and/or execute deeds,

writings or confirmations or enter into any tripartite arrangements,

confirmations or novations, to which the Transferor Company will, if necessary,

also be party in order to give formal effect to the provisions of this Scheme, if

so required or becomes necessary. The Transferee Company shall be

deemed to be authorised to execute any such deeds, writings or confirmations

on behalf of the Transferor Company and to implement or carry out all

formalities required on the part of the Transferor Company to give effect to the

provisions of this Scheme.

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10.3 Upon the coming into effect of the Scheme, the resolutions, if any, of the

Transferor Company, which are valid and subsisting on the Effective Date,

shall continue to be valid and subsisting and be considered as resolutions of

the Transferee Company and if any such resolutions have any monetary limits

approved under the provisions of the Act, or any other applicable statutory

provisions, then the said limits shall be added to the limits, if any, under like

resolutions passed by the Transferee Company and shall constitute the

aggregate of the said limits in the Transferee Company.

11. TREATMENT OF STAFF, WORKMEN AND EMPLOYEES

11.1 On the Scheme becoming operative, all employees of the Transferor Company

in service on the Effective Date shall be deemed to have become employees

of the Transferee Company without any break in their service and on the basis

of continuity of service and the terms and conditions of their employment with

the Transferee Company shall not be less favourable than those applicable to

them in the Transferor Company.

11.2 The Transferee Company agrees that the services of all such employees with

the Transferor Company up to the Effective Date shall be taken into account

for purposes of all retirement benefits to which they may be eligible in the

Transferor Company on the Effective Date.

11.3 It is expressly provided that, on the Scheme becoming effective, the Provident

Fund, Gratuity Fund, Superannuation Fund or any other Special Fund or

Trusts created or existing for the benefit of the staff, workmen and employees

of the Transferor Company shall become the Trusts/ Funds of the Transferee

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Company for all purposes whatsoever in relation to the administration or

operation of such Fund or Funds or in relation to the obligation to make

contributions to the said Fund or Funds in accordance with the provisions

thereof as per the terms provided in the respective Trust Deeds, if any, to the

end and intent that all rights, duties, powers and obligations of the Transferor

Company in relation to such Fund or Funds shall become those of the

Transferee Company. It is clarified that the services of the staff, workmen and

employees of the Transferor Company will be treated as having been

continuous for the purpose of the said Fund or Funds.

12. CONDUCT OF BUSINESSES UNTIL EFFECTIVE DATE

With effect from the Appointed Date and upto and including the Effective

Date:

12.1 The Transferor Company shall carry on and be deemed to have been carrying

on their business and activities and shall stand possessed of and hold all of

their properties and assets for and on account of and in trust for the

Transferee Company. The Transferor Company hereby undertake to hold the

said assets with utmost prudence until the Effective Date.

12.2 The Transferor Company shall carry on their business and activities with

reasonable diligence, business prudence and shall not without the prior written

consent of the Transferee Company, alienate, charge, mortgage, encumber or

otherwise deal with or dispose of their undertakings or any part thereof.

12.3 All the profits or income accruing or arising to the Transferor Company or

expenditure or losses incurred by the Transferor Company shall for all

purposes be treated and deemed to be profits or income or expenditure or

losses (as the case may be) of the Transferee Company.

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12.4 The Transferor Company shall not vary the terms and conditions of

employment of any of the employees except in the ordinary course of business

or without the prior consent of the Transferee Company or pursuant to any

pre-existing obligation undertaken by the Transferor Company as the case

may be, prior to the Appointed Date.

12.5 The Transferee Company shall be entitled to apply, intimate, obtain and file, as

the case may be wherever required, to the Central/State Government,

regulatory authorities and all other agencies, departments and authorities

concerned as are necessary under any law, rules, regulations or circulars for

such information/notification/consents, approvals and sanctions, which the

Transferee Company may require pursuant to this Scheme reflecting its

position without any change in its management or control.

13. SAVING OF CONCLUDED TRANSACTIONS

The transfer and vesting of businesses under Clause 4 above and the

continuance of proceedings by or against the Transferor Company above

shall not affect any transaction or proceedings already concluded by the

Transferor Company before Effective Date, to the end and intent that the

Transferee Company accepts and adopts all acts, deeds and things done

and executed by the Transferor Company in respect thereto as done and

executed on behalf of itself.

14. DISSOLUTION OF THE TRANSFEROR COMPANY

On the Scheme becoming effective the Transferor Company shall be

dissolved without being wound up.

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PART C – GENERAL TERMS & CONDITIONS APPLICABLE TO THIS

SCHEME

15. APPLICATION TO THE TRIBUNAL(S)

The Transferor Company and the Transferee Company, shall, with all

reasonable dispatch, make applications to the respective Tribunal(s) or such

other appropriate authority under Sections 230 to 232 of the Act, seeking

orders for dispensing with or convening, holding and conducting of the

meetings of the respective classes of the members and creditors of each of

the Transferor Company and the Transferee Company as may be directed

by the respective Tribunal(s) or such other appropriate authority.

16. MODIFICATION / AMENDMENT TO THE SCHEME

Subject to approval of the Tribunal(s), the Board of Directors or such other

person or persons, as the respective Board of Directors may authorize,

including any committee or sub-committee thereof of the Transferor

Company and Transferee Company, may consent to any modifications or

amendments of the Scheme or to any conditions or limitations that the

Tribunal(s) or any other Governmental Authority may deem fit to direct or

impose or which may otherwise be considered necessary, desirable or

appropriate by them (i.e. the Board of Directors) and solve all difficulties that

may arise for carrying out the Scheme and do all acts, deeds and things

necessary for putting the Scheme into effect. For the purpose of giving

effect to this Scheme or to any modification thereof, the Board of Directors

or such other person or persons, as the respective Board of Directors may

authorize, including any committee or sub-committee thereof of the

Transferor Company and the Transferee Company to give such directions

and to take all such steps as may be necessary, desirable or proper to give

effect to this Scheme and to resolve any doubt, difficulties whether by

reason of any direction or orders of any other authorities or otherwise

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howsoever arising out of or under or by virtue of this Scheme and/or any

matters concerning or connected therewith. It is clarified that any

modification or amendment to the Scheme, after the sanction of the

Tribunal(s) shall only be made with the prior consent of the Tribunal(s).

17. CONDITIONALITY OF THE SCHEME

The Scheme is and shall be conditional upon and subject to the following:

17.1 The Scheme being approved / consented to by requisite majorities in number

and value of such classes of persons including the respective members and/or

creditors of the Transferor Company and the Transferee Company as may be

directed by the Tribunal(s).

17.2 The requisite consent, approval or permission of the Central Government or

any other statutory or regulatory authority, which by law may be necessary for

the implementation of this Scheme

17.3 The sanction of this Scheme by the Tribunal(s) or any other appropriate

authority, under Sections 230 to 232 of the Act and other applicable

provisions, being obtained by the Transferor Company and the Transferee

Company from their respective Tribunal(s) .

17.4 The certified or authenticated copies of the order of Tribunal(s) under Sections

230 and 232 of the Act sanctioning the Scheme being filed with the relevant

Registrar of Companies by the Transferor Company and the Transferee

Company.

18. EFFECT OF NON-RECEIPT OF APPROVALS/SANCTIONS

In the event of any of the said sanctions and approvals/ consents referred to

in the preceding Clause not being obtained and/ or the Scheme not being

27

sanctioned by the Tribunal(s) or such other competent authority and / or the

Order not being passed as aforesaid within such period or periods as may

be agreed upon between the Transferor Company and the Transferee

Company by their Boards of Directors (and which the Boards of Directors of

the Companies are hereby empowered and authorised to agree to and

extend the Scheme from time to time without any limitation) failing which

this Scheme shall stand revoked, cancelled and be of no effect, save and

except in respect of any act or deed done prior thereto as is contemplated

herein or as to any rights and/ or liabilities which might have arisen or

accrued pursuant thereto and which shall be governed and be preserved or

worked out as is specifically provided in the Scheme or as may otherwise

arise in law.

19. COSTS, CHARGES & EXPENSES

All costs, charges, taxes including duties, levies and all other expenses, if

any (save as expressly otherwise agreed), incurred in carrying out and

implementing this Scheme and matters incidentals thereto, shall be borne

by the Transferee Company.

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