Scheme of Merger

Of

test999 Private Limited


AND

test888 Private Limited


AND

abs Private Limited


AND

abc Private Limited


AND

abc Private Limited


AND

abs Private Limited


AND

assa Private Limited


AND

test999 Private Limited


AND

test888 Private Limited


AND

test999 Private Limited


AND

test888 Private Limited


AND

test999 Private Limited


AND

test888 Private Limited


AND

test999 Private Limited


AND

test888 Private Limited


AND

df Private Limited


AND

FDG Limited


AND

dfg Private Limited


AND

dfbg Private Limited


AND

abs Private Limited


AND

abc Private Limited


AND

gggg Private Limited


AND

Hello Private Limited


AND

Hu Consultancy 2 Private Limited


AND

assa Private Limited


AND

sdfds Limited


AND

sdfds Private Limited


AND

a Limited


AND

a Private Limited


AND

HU Consultancy1 Private Limited


AND

HU Consultancy2 Private Limited


AND

HU Consultancy1 Private Limited


AND

HU Consultancy2 Private Limited


AND

HU Consultancy1 Private Limited


AND

HU Consultancy2 Private Limited


AND

Consultancy Private Limited


AND

fddf Private Limited


AND

sdfds Private Limited


AND

sdfd Private Limited


AND

assa Private Limited


AND

sadsa Private Limited


AND

asdas Private Limited


AND

sdacf Private Limited


AND

asd Private Limited


AND

wedwd Private Limited


AND

dsfwef Private Limited


AND

asdf Private Limited


AND

sdsfdf Private Limited


AND

sadsdasd Private Limited


AND

asdfes Private Limited


AND

John smith Private Limited


AND

John smith Private Limited


AND

abc Private Limited


AND

abc Private Limited


AND

abc Limited


AND

abc Limited


AND

abc Private Limited


AND

abc Private Limited


AND

abc Limited


AND

abc Private Limited


AND

abc Limited


AND

abc Limited


AND

pqr Limited


AND

pqr Limited


AND

pqr Limited


AND

abc Limited


AND

abc Limited


AND

abc Limited


AND

pqr Limited


AND

pqr Limited


AND

pqr Limited


AND

pqr Limited


AND

q2 Private Limited


AND

a Private Limited


AND

xyz computers Private Limited


AND

XYZ Private Private Limited


AND

Hu Consultancy Private Limited


AND

HU Consultancy Private Limited


AND

Hu Consultancy 2 Private Limited


WITH

Hu Consultancy Private Limited


1. PRELIMINARY

1.1 This Scheme of Merger provides for merger of and with Hu Consultancy Private Limited ( hereinafter referred to as "the Transferee Company").

(Under Sections 230 to 232 read with the other relevant provisions of the Companies Act, 2013)

1.2 The Scheme of Merger is divided into following parts:
  • Part A deals with Rational of the Scheme and Definitions
  • Part B deals with Share Capital of test999 Private Limited, test888 Private Limited, abs Private Limited, abc Private Limited, abc Private Limited, abs Private Limited, assa Private Limited, test999 Private Limited, test888 Private Limited, test999 Private Limited, test888 Private Limited, test999 Private Limited, test888 Private Limited, test999 Private Limited, test888 Private Limited, df Private Limited, FDG Limited, dfg Private Limited, dfbg Private Limited, abs Private Limited, abc Private Limited, gggg Private Limited, Hello Private Limited, Hu Consultancy 2 Private Limited, assa Private Limited, sdfds Limited, sdfds Private Limited, a Limited, a Private Limited, HU Consultancy1 Private Limited, HU Consultancy2 Private Limited, HU Consultancy1 Private Limited, HU Consultancy2 Private Limited, HU Consultancy1 Private Limited, HU Consultancy2 Private Limited, Consultancy Private Limited, fddf Private Limited, sdfds Private Limited, sdfd Private Limited, assa Private Limited, sadsa Private Limited, asdas Private Limited, sdacf Private Limited, asd Private Limited, wedwd Private Limited, dsfwef Private Limited, asdf Private Limited, sdsfdf Private Limited, sadsdasd Private Limited, asdfes Private Limited, John smith Private Limited, John smith Private Limited, abc Private Limited, abc Private Limited, abc Limited, abc Limited, abc Private Limited, abc Private Limited, abc Limited, abc Private Limited, abc Limited, abc Limited, pqr Limited, pqr Limited, pqr Limited, abc Limited, abc Limited, abc Limited, pqr Limited, pqr Limited, pqr Limited, pqr Limited, q2 Private Limited, a Private Limited, xyz computers Private Limited, XYZ Private Private Limited, Hu Consultancy Private Limited, HU Consultancy Private Limited, Hu Consultancy 2 Private Limited and Hu Consultancy Private Limited
  • Part C deals with the general terms and conditions.
  • Part D deals with other miscellaneous clauses

Part - A

2. RATIONALE OF THE SCHEME OF MERGER

Rationale for the Scheme of Merger between and with Hu Consultancy Private Limited.
2.1. The Merger will result into consolidation of operations into single entity and will result into various benefits including:
       2.1.1. Synergies in procurement, manufacturing, administration and marketing operations.
       2.1.2. Achieving economies of scale.
       2.1.3. Avoiding duplication of efforts, costs and resources.
       2.1.4. Lesser regulatory / procedural compliance resulting in cost saving in fees / duties payable on statutory compliances.
       2.1.5. Integrating, rationalizing and streamlining the management structure of the Merger business.
       2.1.6. Combining capital resources would strengthen financial position of the amalgamated entity and result in increasing leveraging capacity                         of the Merger entity i.e. its capacity to borrow funds for business purposes.
       2.1.7. Pooling of the human talents in terms of manpower, management, administration and marketing which would result in savings of costs.
       2.1.8. Merger of the companies would eliminate duplication of work, administrative services, and will result in cost savings.
       2.1.9. Cost saving in fees/ duties payable on statutory and procedural compliance.
     2.1.10. Facilitate inter transfer of resources and costs and optimum utilization of assets.
     2.1.11. Synchronizing of efforts to achieve uniform corporate policy.
     2.1.12. Ease in decision making.
     2.1.13. To reflect the consolidated net worth of these companies in one balance sheet.



3. DEFINITIONS

In this Scheme, unless inconsistent with the subject or context, the following expression shall have the following meanings:-

3.1 ACT
"Act" means the Companies Act, 2013 and includes any statutory re-enactment or modification thereof, or amendment thereto, from time to time;

3.2 Appointed Date
The "Appointed Date" means "August 31, 2018"or such other date as may be approved by NCLT.

3.3 Operative Date
"Operative Date" means the date on which certified copies of the NCLT order sanctioning this Scheme is filed with the Registrar of Companies, or such other dates as the NCLT may direct , any references in this Scheme to the date of "coming into operative of this Scheme" or "Scheme becoming operative" shall mean the Operative Date.

3.4 NCLT
NCLT" shall mean the Hon'ble National Company Law Tribunal of Transferee and Transferor Company's jurisdiction or any other judicial body, having jurisdiction in the matter.

3.5 Transferee Company
"The Transferee Company" means Hu Consultancy Private Limited a company incorporated under the Companies Act, 1956 and having its registered office at Vimannagar Maharashtra Pune 411015.

3.6 Transferor Company
"The Transferor " means " and , The incorporated under The Companies Act, 1956 and having at and .

3.7 The Record Date
"Record Date" means the date, after the operative date, to be fixed by the Board of Directors of the Transferee Company for the purpose of issue of shares of the Transferee Company to the shareholders of the Transferor Company as per the terms of this Scheme .

3.8 Scheme of Merger
"Scheme of Merger" or "this Scheme" or "the Scheme" means this Scheme of Merger of and with Hu Consultancy Private Limited in its present form with any amendment/modifications approved or imposed or directed by the shareholders or creditors and/or by the NCLTs and accepted by the board of directors of and .

3.9 Operative date
The Scheme, though effective from the Appointed Date, shall become operative from the Operative Date. Reference in this Scheme to the date of "coming into effect of this Scheme" shall mean the "Operative Date".

3.10 UNDERTAKING
    "Undertaking" shall mean and include:

3.10.1 All the assets (whether movable or immovable, tangible or intangible) of the Transferor Company as on the appointed date (hereinafter referred to 'the said Assets').

3.10.2 All debts, liabilities, duties and obligations of the Transferor Company as on the Appointed Date (hereinafter referred to 'the said Liabilities').

3.10.3 Without prejudice to the generality of sub-clauses 3.10.1 and 3.10.2 above, the undertaking of the Transferor Company shall include all the Transferor Company’s movable and immovable properties, work in progress, investments, preliminary and pre-operative expenses, assets, investments, loans, advances, stock-in-trade, cash and bank balances, deposits, financial assets, claims, investments including in overseas entities, powers, authorities, allotments, approvals, consents, contracts, enactments, arrangements, rights, titles, interests, benefits, advantages, lease-hold rights and other intangible rights, assets, lending contracts, benefit of any arrangement, reversions, powers, deposits, permits, quotas, entitlements, certificates, registrations, licenses (industrial or otherwise), municipal permissions, approvals and consents, systems of any kind whatsoever, rights and benefits of all agreements and other interests including rights, entitlements, any amount claimed from Government (whether or not recorded in the books), right to claim refund of any tax, duty, cess or other charges, including right to refund or adjust of any erroneous or excess payments and any interest thereon under any scheme or Statute made by Government, deduction, exemption, rebate, allowance, amortization benefit, etc under the Income Tax Act, 1961, the Cenvat/Modvat credit balances under the Central Excise Act, 1944, all Customs duty benefits and exemptions, export and import incentives and benefits or any other benefits /incentives/ exemption given under any policy announced, issued or promulgated by the Government of India, any State Government, or any other governmental body or authority or any other like benefits under any statute and advantages of whatsoever nature belonging to or in the control of or vested in or granted in favour of or enjoyed by the Transferor Company , rights and powers of every kind, nature and description of whatsoever probabilities, liberties, easements, advantages, and approval of whatsoever nature and wheresoever situated, belonging to or in ownership of the Transferor Company, including but without being limited to trade and service marks, patents, trademarks, designs and any other intellectual property rights or industrial rights of any nature whatsoever, authorizations, permits, rights to use and avail of, telephones, telexes, facsimile, email, internet, lease line connections and installations, utilities, electricity and other services, all records, files, papers, computer programs, software, know-how, manuals, data, catalogues, sales and advertising materials, lists and other details of present and former customers and suppliers, customer credit information, customer and supplier pricing information and other records in connection with or relation to the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession, or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company ,whether in India or abroad and advantages of whatsoever nature belonging to or in the control of or vested in or granted in favour of or enjoyed by the Transferor Company.


Part - B

4. COMPANIES AND THEIR CAPITAL STRUCTURE

4.1 The Authorised, issued, subscribed and paid-up share capital of test999 Private Limited and test888 Private Limited and abs Private Limited and abc Private Limited and abc Private Limited and abs Private Limited and assa Private Limited and test999 Private Limited and test888 Private Limited and test999 Private Limited and test888 Private Limited and test999 Private Limited and test888 Private Limited and test999 Private Limited and test888 Private Limited and df Private Limited and FDG Limited and dfg Private Limited and dfbg Private Limited and abs Private Limited and abc Private Limited and gggg Private Limited and Hello Private Limited and Hu Consultancy 2 Private Limited and assa Private Limited and sdfds Limited and sdfds Private Limited and a Limited and a Private Limited and HU Consultancy1 Private Limited and HU Consultancy2 Private Limited and HU Consultancy1 Private Limited and HU Consultancy2 Private Limited and HU Consultancy1 Private Limited and HU Consultancy2 Private Limited and Consultancy Private Limited and fddf Private Limited and sdfds Private Limited and sdfd Private Limited and assa Private Limited and sadsa Private Limited and asdas Private Limited and sdacf Private Limited and asd Private Limited and wedwd Private Limited and dsfwef Private Limited and asdf Private Limited and sdsfdf Private Limited and sadsdasd Private Limited and asdfes Private Limited and John smith Private Limited and John smith Private Limited and abc Private Limited and abc Private Limited and abc Limited and abc Limited and abc Private Limited and abc Private Limited and abc Limited and abc Private Limited and abc Limited and abc Limited and pqr Limited and pqr Limited and pqr Limited and abc Limited and abc Limited and abc Limited and pqr Limited and pqr Limited and pqr Limited and pqr Limited and q2 Private Limited and a Private Limited and xyz computers Private Limited and XYZ Private Private Limited and Hu Consultancy Private Limited and HU Consultancy Private Limited and Hu Consultancy 2 Private Limited as on the date is as under:



Name Of Company : test999 Private Limited

Authorised: Amount (Rs.)
5000 Equity Shares of Rs. 3000/- each 15000000
Total 15000000
Issued, subscribed and Paid-Up
500 Equity Shares of Rs. 3000/- each fully paid up 1500000
500 Equity Shares 3 of Rs.3000/-each paid up Rs 500per share 250000
Total 1750000

Name Of Company : test888 Private Limited

Authorised: Amount (Rs.)
5000 Equity Shares of Rs. 3000/- each 15000000
Total 15000000
Issued, subscribed and Paid-Up
500 Equity Shares of Rs. 3000/- each fully paid up 1500000
500 Equity Shares 3 of Rs.3000/-each paid up Rs 500per share 250000
Total 1750000

Name Of Company : abs Private Limited

Authorised: Amount (Rs.)
5000 Equity Shares of Rs. 3000/- each 15000000
Total 15000000
Issued, subscribed and Paid-Up
500 Equity Shares of Rs. 3000/- each fully paid up 1500000
500 Equity Shares 3 of Rs.3000/-each paid up Rs 500per share 250000
Total 1750000

Name Of Company : abc Private Limited

Authorised: Amount (Rs.)
50000 Equity Shares of Rs. 10/- each 500000
Total 500000
Issued, subscribed and Paid-Up
40000 Equity Shares of Rs. 10/- each fully paid up 400000
0 Equity Shares 3 of Rs.10/-each paid up Rs 0per share 0
Total 400000

Name Of Company : abc Private Limited

Authorised: Amount (Rs.)
50000 Equity Shares of Rs. 10/- each 500000
Total 500000
Issued, subscribed and Paid-Up
40000 Equity Shares of Rs. 10/- each fully paid up 400000
0 Equity Shares 3 of Rs.10/-each paid up Rs 0per share 0
Total 400000

Name Of Company : abs Private Limited

Authorised: Amount (Rs.)
50000 Equity Shares of Rs. 10/- each 500000
Total 500000
Issued, subscribed and Paid-Up
6 Equity Shares of Rs. 10/- each fully paid up 60
4 Equity Shares 3 of Rs.10/-each paid up Rs 10per share 40
Total 100

Name Of Company : assa Private Limited

Authorised: Amount (Rs.)
2522 Equity Shares of Rs. 10/- each 25220
255 10% Cumulative Convertible Preference Shares of Rs. 10 each 2550
Total 27770
Issued, subscribed and Paid-Up
600 Equity Shares of Rs. 10/- each fully paid up 6000
400 Equity Shares 3 of Rs.10/-each paid up Rs 5per share 2000
100    10% Cumulative Convertible Preference Shares of Rs. 10/- each fully paid up 1000
22  10% Cumulative Convertible Preference Shares of Rs.6/-each paid up Rs.0/- per share 132
Total 9132

Name Of Company : test999 Private Limited

Authorised: Amount (Rs.)
5000 Equity Shares of Rs. 2000/- each 10000000
Total 10000000
Issued, subscribed and Paid-Up
500 Equity Shares of Rs. 2000/- each fully paid up 1000000
500 Equity Shares 3 of Rs.2000/-each paid up Rs 1000per share 500000
Total 1500000

Name Of Company : test888 Private Limited

Authorised: Amount (Rs.)
5000 Equity Shares of Rs. 2000/- each 10000000
Total 10000000
Issued, subscribed and Paid-Up
1000 Equity Shares of Rs. 2000/- each fully paid up 2000000
1000 Equity Shares 3 of Rs.2000/-each paid up Rs 1000per share 1000000
Total 3000000

Name Of Company : test999 Private Limited

Authorised: Amount (Rs.)
400000 Equity Shares of Rs. 10/- each 4000000
Total 4000000
Issued, subscribed and Paid-Up
40000 Equity Shares of Rs. 10/- each fully paid up 400000
0 Equity Shares 3 of Rs.10/-each paid up Rs 0per share 0
Total 400000

Name Of Company : test888 Private Limited

Authorised: Amount (Rs.)
1200 Equity Shares of Rs. 10/- each 12000
50 10% Cumulative Convertible Preference Shares of Rs. 10 each 500
52 100% Non Cumulative Convertible Preference Shares of Rs. 55 each 2860
Total 15360
Issued, subscribed and Paid-Up
800 Equity Shares of Rs. 10/- each fully paid up 8000
100 Equity Shares 3 of Rs.10/-each paid up Rs 9per share 900
30    10% Cumulative Convertible Preference Shares of Rs. 10/- each fully paid up 300
10  10% Cumulative Convertible Preference Shares of Rs.6/-each paid up Rs.55/- per share 60
8  100% Non Cumulative Convertible Preference Shares of Rs.55/-each fully paid up 440
1  100% Non Cumulative Convertible Preference Shares of Rs.55/-each paid up Rs.9/- per share 9
Total 9709

Name Of Company : test999 Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 1500/- each 3000000
Total 3000000
Issued, subscribed and Paid-Up
200 Equity Shares of Rs. 1500/- each fully paid up 300000
100 Equity Shares 3 of Rs.1500/-each paid up Rs 100per share 10000
Total 310000

Name Of Company : test888 Private Limited

Authorised: Amount (Rs.)
10000 Equity Shares of Rs. 100/- each 1000000
Total 1000000
Issued, subscribed and Paid-Up
10000 Equity Shares of Rs. 100/- each fully paid up 1000000
0 Equity Shares 3 of Rs.100/-each paid up Rs 0per share 0
Total 1000000

Name Of Company : test999 Private Limited

Authorised: Amount (Rs.)
50000 Equity Shares of Rs. 10/- each 500000
Total 500000
Issued, subscribed and Paid-Up
40000 Equity Shares of Rs. 10/- each fully paid up 400000
0 Equity Shares 3 of Rs.10/-each paid up Rs 0per share 0
Total 400000

Name Of Company : test888 Private Limited

Authorised: Amount (Rs.)
50000 Equity Shares of Rs. 10/- each 500000
Total 500000
Issued, subscribed and Paid-Up
40000 Equity Shares of Rs. 10/- each fully paid up 400000
0 Equity Shares 3 of Rs.10/-each paid up Rs 0per share 0
Total 400000

Name Of Company : df Private Limited

Authorised: Amount (Rs.)
10000 Equity Shares of Rs. 10/- each 100000
Total 100000
Issued, subscribed and Paid-Up
10000 Equity Shares of Rs. 10/- each fully paid up 100000
0 Equity Shares 3 of Rs.10/-each paid up Rs 0per share 0
Total 100000

Name Of Company : FDG Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 100/- each 200000
Total 200000
Issued, subscribed and Paid-Up
1000 Equity Shares of Rs. 100/- each fully paid up 100000
0 Equity Shares 3 of Rs.100/-each paid up Rs 0per share 0
Total 100000

Name Of Company : dfg Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 2000/- each 4000000
Total 4000000
Issued, subscribed and Paid-Up
200 Equity Shares of Rs. 2000/- each fully paid up 400000
0 Equity Shares 3 of Rs.2000/-each paid up Rs 0per share 0
Total 400000

Name Of Company : dfbg Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 2000/- each 4000000
Total 4000000
Issued, subscribed and Paid-Up
200 Equity Shares of Rs. 2000/- each fully paid up 400000
0 Equity Shares 3 of Rs.2000/-each paid up Rs 0per share 0
Total 400000

Name Of Company : abs Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 2000/- each 4000000
Total 4000000
Issued, subscribed and Paid-Up
200 Equity Shares of Rs. 2000/- each fully paid up 400000
0 Equity Shares 3 of Rs.2000/-each paid up Rs 0per share 0
Total 400000

Name Of Company : abc Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 2000/- each 4000000
Total 4000000
Issued, subscribed and Paid-Up
200 Equity Shares of Rs. 2000/- each fully paid up 400000
0 Equity Shares 3 of Rs.2000/-each paid up Rs 0per share 0
Total 400000

Name Of Company : gggg Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 2000/- each 4000000
Total 4000000
Issued, subscribed and Paid-Up
150 Equity Shares of Rs. 2000/- each fully paid up 300000
0 Equity Shares 3 of Rs.2000/-each paid up Rs 0per share 0
Total 300000

Name Of Company : Hello Private Limited

Authorised: Amount (Rs.)
1000 Equity Shares of Rs. 1000/- each 1000000
Total 1000000
Issued, subscribed and Paid-Up
100 Equity Shares of Rs. 1000/- each fully paid up 100000
0 Equity Shares 3 of Rs.1000/-each paid up Rs 0per share 0
Total 100000

Name Of Company : Hu Consultancy 2 Private Limited

Authorised: Amount (Rs.)
1000 Equity Shares of Rs. 2000/- each 2000000
Total 2000000
Issued, subscribed and Paid-Up
100 Equity Shares of Rs. 2000/- each fully paid up 200000
0 Equity Shares 3 of Rs.2000/-each paid up Rs 0per share 0
Total 200000

Name Of Company : assa Private Limited

Authorised: Amount (Rs.)
Total 2000000
Issued, subscribed and Paid-Up
Total 200000
4.2 The Authorised, issued, subscribed and paid-up share capital of Hu Consultancy Private Limited as on date is as under:

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
5000 Equity Shares of Rs. 3000/- each 15000000
Total 15000000
Issued, subscribed and Paid-Up
500 Equity Shares of Rs. 3000/- each fully paid up 1500000
Total 1500000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
5000 Equity Shares of Rs. 3000/- each 15000000
Total 15000000
Issued, subscribed and Paid-Up
500 Equity Shares of Rs. 3000/- each fully paid up 1500000
Total 1500000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
5000 Equity Shares of Rs. 3000/- each 15000000
Total 15000000
Issued, subscribed and Paid-Up
500 Equity Shares of Rs. 3000/- each fully paid up 1500000
Total 1500000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
600000 Equity Shares of Rs. 10/- each 6000000
Total 6000000
Issued, subscribed and Paid-Up
600000 Equity Shares of Rs. 10/- each fully paid up 6000000
Total 6000000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
600000 Equity Shares of Rs. 10/- each 6000000
Total 6000000
Issued, subscribed and Paid-Up
400000 Equity Shares of Rs. 10/- each fully paid up 4000000
Total 4000000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
60000 Equity Shares of Rs. 10/- each 600000
Total 600000
Issued, subscribed and Paid-Up
30000 Equity Shares of Rs. 10/- each fully paid up 300000
Total 300000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
600000 Equity Shares of Rs. 10/- each 6000000
Total 6000000
Issued, subscribed and Paid-Up
300000 Equity Shares of Rs. 10/- each fully paid up 3000000
Total 3000000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
5000 Equity Shares of Rs. 1000/- each 5000000
Total 5000000
Issued, subscribed and Paid-Up
500 Equity Shares of Rs. 1000/- each fully paid up 500000
Total 500000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 1000/- each 2000000
Total 2000000
Issued, subscribed and Paid-Up
2000 Equity Shares of Rs. 1000/- each fully paid up 2000000
Total 2000000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
62000 Equity Shares of Rs. 10/- each 620000
Total 620000
Issued, subscribed and Paid-Up
62000 Equity Shares of Rs. 10/- each fully paid up 620000
Total 620000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
10000 Equity Shares of Rs. 10/- each 100000
Total 100000
Issued, subscribed and Paid-Up
10000 Equity Shares of Rs. 10/- each fully paid up 100000
Total 100000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
20000 Equity Shares of Rs. 2000/- each 40000000
Total 40000000
Issued, subscribed and Paid-Up
100 Equity Shares of Rs. 2000/- each fully paid up 200000
Total 200000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
50000 Equity Shares of Rs. 10/- each 500000
Total 500000
Issued, subscribed and Paid-Up
50000 Equity Shares of Rs. 10/- each fully paid up 500000
Total 500000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
50000 Equity Shares of Rs. 10/- each 500000
Total 500000
Issued, subscribed and Paid-Up
40000 Equity Shares of Rs. 10/- each fully paid up 400000
Total 400000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
90000 Equity Shares of Rs. 10/- each 900000
Total 900000
Issued, subscribed and Paid-Up
80000 Equity Shares of Rs. 10/- each fully paid up 800000
Total 800000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
10000 Equity Shares of Rs. 10/- each 100000
Total 100000
Issued, subscribed and Paid-Up
10000 Equity Shares of Rs. 10/- each fully paid up 100000
Total 100000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 100/- each 200000
Total 200000
Issued, subscribed and Paid-Up
1000 Equity Shares of Rs. 100/- each fully paid up 100000
Total 100000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 2000/- each 4000000
Total 4000000
Issued, subscribed and Paid-Up
200 Equity Shares of Rs. 2000/- each fully paid up 400000
Total 400000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
2000 Equity Shares of Rs. 2000/- each 4000000
Total 4000000
Issued, subscribed and Paid-Up
200 Equity Shares of Rs. 2000/- each fully paid up 400000
Total 400000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
1200 Equity Shares of Rs. 2000/- each 2400000
Total 2400000
Issued, subscribed and Paid-Up
200 Equity Shares of Rs. 2000/- each fully paid up 400000
Total 400000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
1200 Equity Shares of Rs. 2000/- each 2400000
Total 2400000
Issued, subscribed and Paid-Up
200 Equity Shares of Rs. 2000/- each fully paid up 400000
Total 400000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
1500 Equity Shares of Rs. 1500/- each 2250000
Total 2250000
Issued, subscribed and Paid-Up
150 Equity Shares of Rs. 1500/- each fully paid up 225000
Total 225000

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
Total 0
Issued, subscribed and Paid-Up
Total 0

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
Total 0
Issued, subscribed and Paid-Up
Total 0

Name Of Company :Hu Consultancy Private Limited

Authorised: Amount (Rs.)
Total 0
Issued, subscribed and Paid-Up
Total 0

Part - C

5. TRANSFER AND VESTING OF UNDERTAKING:-

The undertaking of the Transferor Company shall be transferred to and vested in or be deemed to be transferred to and vested in the Transferee Company in the following manner:

5.1 With effect from the Appointed Date, the whole of the undertaking of the Transferor Company comprising of all assets and liabilities of whatsoever nature and wheresoever situated, shall, under the provisions of Section 230 read with Section 232 and all other applicable provisions, if any, of the Act, without any further act or deed (save as provided in clauses 5.2 and 5.3 below) be transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company as a going concern so as to become as from the Appointed Date the assets and liabilities of the Transferee Company and to vest in the Transferee Company all the rights, title, interest or obligations of the Transferor Company therein.

5.2 All the movable assets including cash in hand, if any, of the Transferor Company, capable of passing by manual delivery or by endorsement and delivery, shall be so delivered or endorsed and delivered, as the case may be, to the Transferee Company. Such delivery shall be made on a date mutually agreed upon between the Board of Directors of the Transferor Company and the Board of Directors of the Transferee Company within thirty days from the Operative Date.

5.3 In respect of movable assets other than those specified in sub-clause 5.2 above, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, Semi-Government, local and other authorities and bodies, customers and other persons, the following modus operandi for intimating to third parties shall to the extent possible be followed:

5.3.1 The Transferee Company shall give notice in such form as it may deem fit and proper, to each person, debtor or depositee as the case may be, that pursuant to the NCLT having sanctioned the Scheme between the Transferor Company and the Transferee Company, the said debt, loan advance or deposit 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 extinguished and that appropriate entry should be passed in its books to record the aforesaid change.

5.3.2 The Transferor Company shall also give notice in such form as they may deem fit and proper to each person, debtor or depositee that pursuant to the NCLT having sanctioned the Scheme between the Transferor Company and the Transferee Company, the said debt, loan, advance or deposit be paid or made good or held on account of the Transferee Company and that the right of the Transferor Company to recover or realise the same stands extinguished.

5.4 With effect from the Appointed Date, all secured and unsecured debts, liabilities, contingent liabilities, duties and obligations of every kind, nature and description of the Transferor Company shall also, under the provisions of Section 230 read with Section 232 of the Act, without any further act or deed, be transferred to or be deemed to be transferred to the Transferee Company so as to become as from the Appointed Date the debts,liabilities,contingent liabilities, duties and obligations of the Transferee Company 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, contingent liabilities, duties and obligations have arisen, in order to give effect to the provisions of this Sub-Clause.

5.5 The transfer and vesting of the undertaking of the Transferor Company as aforesaid, shall be subject to the existing securities, charges and mortgages, if any subsisting, over or in respect of the property and assets or any part thereof of the Transferor Company. Provided however, any reference in any security documents or arrangements (to which the Transferor Company is a party) to the assets of the Transferor Company offered or agreed to be offered as security for any financial assistance or obligations shall be construed as reference only to the assets pertaining to the undertaking of the Transferor Company as are vested in the Transferee Company by virtue of the aforesaid Clauses, to the end and intent that such security, charge and mortgage shall not extend or be deemed to extend, to any of the other assets of the Transferor Company or any of the assets of the Transferee Company.

Provided further that the securities, charges and mortgages (if any subsisting) over and in respect of the assets or any part thereof of the Transferee Company shall continue with respect to such assets or part thereof and this Scheme shall not operate to enlarge such securities, charges or mortgages to the end and intent that such securities, charges and mortgages shall not extend or be deemed to extend, to any of the assets of the Transferor Company vested in the Transferee Company.

Provided always that this Scheme shall not operate to enlarge the security for any loan, deposit or facility created by the Transferor Company which shall vest in the Transferee Company by virtue of the merger of the Transferor Company with the Transferee Company and the Transferee Company shall not be obliged to create any further or additional security thereof after the merger has become operative.

5.6 Upon the coming into effect of this Scheme, the borrowing limits of the Transferee Company in terms of Section 180 (1) (c) of the Act shall be deemed without any further act or deed to have been enhanced by the aggregate liabilities of the Transferor Company which are being transferred to the Transferee Company pursuant to the Scheme, such limits being incremental to the existing limits of the Transferee Company with effect from the Appointed Date.

5.7 All assets of the Transferor Company would be available to the Transferee Company from the Operative Date.



6 ISSUE OF SHARES:
6.1 Upon coming into operation of this Scheme and in consideration of the transfer and vesting of the Undertaking of the First Transferor Company in the Transferee Company the Transferee Company shall without any further application or deed, be required to issue and allot:


6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.3000/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.3000/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.3000/- each held in the Transferor Company.











6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.10/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.10/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, (One only) Preference share of the face value of Rs.10/- each in the Transferee Company, credited as fully paid-up, for every (Four only) Equity share/s of the face value of Rs./- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.2000/- each held in the Transferor Company.











6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.10/- each held in the Transferor Company.





6.1.1to the preference shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, (One only) Equity share of the face value of Rs.10/- each in the Transferee Company, credited as fully paid-up, for every (Four only) Preference share/s of the face value of Rs./- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.1500/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.100/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.10/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.10/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.10/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.100/- each held in the Transferor Company.





6.1.1to the preference shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, (One only) Equity share of the face value of Rs.10/- each in the Transferee Company, credited as fully paid-up, for every (Four only) Preference share/s of the face value of Rs./- each held in the Transferor Company.





6.1.1to the preference shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, (One only) Equity share of the face value of Rs.10/- each in the Transferee Company, credited as fully paid-up, for every (Four only) Preference share/s of the face value of Rs./- each held in the Transferor Company.





6.1.1to the preference shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, (One only) preference share of the face value of Rs.10/- each in the Transferee Company, credited as fully paid-up, for every (Four only) preference share/s of the face value of Rs./- each held in the Transferor Company.





6.1.1to the preference shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, (One only) preference share of the face value of Rs.10/- each in the Transferee Company, credited as fully paid-up, for every (Four only) preference share/s of the face value of Rs./- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, (One only) Preference share of the face value of Rs.10/- each in the Transferee Company, credited as fully paid-up, for every (Four only) Equity share/s of the face value of Rs./- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.1000/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs.2000/- each held in the Transferor Company.





6.1.1to the equity shareholders of the Transferor Company whose names appear in the register of members of the Transferor Company as on the Record Date, 55 (55 only) equity share of the face value of Rs./- each in the Transferee Company, credited as fully paid-up, for every 55 (55 only) equity share/s of the face value of Rs./- each held in the Transferor Company.



7. BUSINESS AND PROPERTY OF THE TRANSFEROR COMPANY TO BE HELD IN TRUST FOR THE TRANSFEREE COMPANY
For the period beginning on and from the Appointed Date and ending on the Operative Date: -

7.1 The Transferor shall carry on and be deemed to have carried on all its business and activities and shall be deemed to have held and possessed of and shall continue to hold and stand possessed of all the Assets, properties and Liabilities for and on account of and in trust for the Transferee Company. The Transferor hereby undertakes to hold the Assets, properties and Liabilities with utmost prudence until the Operative Date.

7.2 All the profits or income accruing or arising to the Transferor and all costs, charges, expenditure, taxes or losses arising or incurred by the Transferor shall, for all purposes, be treated and be deemed to be and accrue as the profits, income, costs, charges, expenditure, taxes or losses as the case may be of the Transferee Company.

7.3 The Transferor shall carry on its business and activities until the Operative Date with reasonable diligence, and business prudence and shall not, without the prior consent of the Transferee Company, alienate, charge, mortgage, encumber or otherwise deal with or dispose off the Assets or any part thereof, except in the ordinary course of business or pursuant to any pre-existing obligation undertaken by the Transferor .

Provided however, the Transferor shall in the ordinary course of business be entitled to borrow in the form of loans if deemed necessary by it and further consent for this purpose will not be required of the Transferee Company in that behalf.

7.4 The Transferor shall not vary the terms and conditions of the employment of its employees except in the ordinary course of business.

7.5 The Transferor shall not, without the prior written consent of the Board of Directors of the Transferee Company, undertake any new business.

7.6 Neither the Transferor nor the Transferee Company shall make any change in their capital structure (paid-up capital), other than changes pursuant to any prior commitments, obligations or arrangements or acts and deeds already made except by mutual consent of the Board of Directors of the Transferee Company and the Transferor .



8. LEGAL PROCEEDINGS

8.1 All suits, actions, appeal, writ petitions, revisions or other proceedings of whatever nature (hereinafter called "the Proceedings") by or against the Transferor pending and/or arising on or before the Operative Date shall not abate, not be discontinued or not be in any way prejudicially affected by reason of the transfer of the business of the Transferor pursuant to this Scheme but the Proceedings be continued, prosecuted and enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as it would be or might have been continued, prosecuted and enforced by or against the Transferor as if the Scheme had not been made.



9.CONTRACTS, DEEDS AND OTHER INSTRUMENTS

Upon the coming into effect of this Scheme and subject to the provisions of this Scheme all contracts, deeds, bonds, agreements, arrangements and other instruments of whatsoever nature to which the Transferor is a party or to the benefit of which the Transferor may be eligible, and which are subsisting or having effect immediately before the Operative Date, shall be in full force and effect against or in favor of the Transferee Company as the case may be and may be enforced as fully and effectually as if, instead of the Transferor , the Transferee Company had been a party or beneficiary thereto. The Transferee Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enter into any multipartite agreements, arrangements, confirmations or novations to which the Transferor will, if necessary, also be a party in order to give formal effect to the provisions of this Clause, if so required or becomes necessary.



10. TREATMENT OF TAXES

10.1 Any tax liabilities under the Income-tax Act, 1961, Wealth Tax Act, 1957, Customs Act, 1962, Central Excise Act, 1944, Maharashtra Value Added Tax Act, 2002, Central Sales Tax Act, 1956 , any other state Sales Tax / Value Added Tax laws, Service Tax,Goods and Services Tax, stamp laws or other applicable laws/ regulations (hereinafter in this Clause referred to as "Tax Laws") dealing with taxes/ duties/ levies allocable or related to the business of the Transferor to the extent not provided for or covered by tax provision in the Accounts made as on the date immediately preceding the Appointed Date shall be transferred to Transferee Company.

10.2 All taxes (including income tax, wealth tax, sales tax, excise duty, customs duty, service tax,Goods and Services Tax, VAT, etc.) paid or payable by the Transferor in respect of the operations and/or the profits of the business on and from the Appointed Date, shall be on account of the Transferee Company and, insofar as it relates to the tax payment (including without limitation income tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor in respect of the profits or activities or operation of the business on and from the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company, and, shall, in all proceedings, be dealt with accordingly.

10.3 Any refund under the Tax Laws due to Transferor consequent to the assessments made on Transferor and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company.

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



11. SAVING OF CONCLUDED TRANSACTIONS

The transfer of all the assets and liabilities and the licences and permits and membership etc. under Clause 5 above and the continuance of proceedings by or against the Transferee Company under Clause 8 above shall not affect any transaction or proceedings already concluded by the Transferor on or before the Appointed Date, and after the Appointed Date till the Operative Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor in respect thereto as done and executed on behalf of itself.



12. STAFF, WORKMEN AND EMPLOYEES OF THE TRANSFEROR COMPANY

12.1 All staff, workmen and employees of the Transferor Company on the Operative Date shall become the staff, workmen and employees of the Transferee Company on such date without any break or interruption in service and on the terms and conditions not in any way less favourable to them than those subsisting with reference to the Transferor Company as the case may be on the said date.

12.2 It is expressly provided that as far as the Provident Fund, Gratuity Fund, Superannuation Fund or any other Special Fund or Schemes created or existing for the benefit of the staff, workmen and employees of the Transferor Company are concerned, upon the Scheme becoming operative, the Transferee Company shall stand substituted for the Transferor for all purposes whatsoever related to the administration or operation of such schemes or Funds or in relation to the obligation to make contributions to the said Funds in accordance with provisions of such schemes and Funds as per the terms provided in the respective Trust Deeds/ other documents. It is the end and intent that all the rights, duties, powers and obligations of the Transferor in relation to such Funds/ Schemes shall become those of the Transferee Company. It is clarified that the services of the staff, workmen and employees of the Transferor will be treated as having been continuous for the purpose of the aforesaid Funds or provisions.

12.3 The Transferor shall not vary the terms and conditions of the employment of its employees except in the ordinary course of business.



13. BOARD OF DIRECTORS OF THE TRANSFEROR COMPANY

The Board of Directors (or any committee/ sub-committee thereof) of the Transferor , upon the Scheme becoming operative, shall without any further act, instrument and deed stand dissolved. All the Directors of the Transferor shall cease to be Directors of the Transferor on coming into effect of this Scheme. However, if any such Director is a Director of the Transferee Company he would continue to hold his office in the Transferee Company.



14. APPLICATIONS TO THE HON’BLE NCLT

14.1 The Transferee Company and the Transferor shall, with all reasonable dispatch, make applications to the NCLT under Section 391 of the Act seeking orders for dispensing with or convening, holding and conducting of the meetings of the members and/or creditors of the Transferor and the Transferee Company as may be directed by the NCLT of Judicature at Bombay.

14.2 On the Scheme being agreed to by the requisite majorities of the members and/or creditors of the Transferee Company and the Transferor as directed by the NCLT of Judicature at Bombay, the Transferee Company and the Transferor shall, with all reasonable dispatch, apply to the NCLT of Judicature at Bombay for sanctioning the Scheme of Merger under Sections 230 to 232 of the Act, and for such other order or orders, as the said NCLT may deem fit for carrying this Scheme into effect and for dissolution of the Transferor without winding-up.



15. ACCOUNTING

15.1.The Transferee Company shall, upon the Scheme coming into effect record the assets and liabilities of the Transferor Company vested in it pursuant to this Scheme, at the fair values thereof at the close of business of the day immediately preceding the Appointed Date

15.2.The excess, if any, of the value of the assets over the value of the liabilities of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme and recorded in the books of account of the Transferee Company and after adjusting the cost of investment in shares of the Transferor Company will be credited to Capital Reserve Account in the books of the Transferee Company. Similarly, deficit if any may be debited to Goodwill Account in the books of the Transferee Company.

15.3.In case of any difference in any of the accounting policies between the Transferor Company and the Transferee Company, the impact of the same in the merger will be quantified and adjusted in order to ensure that the financial statement of the Transferee Company reflects the financial position on the basis of consistent accounting policies.

15.4.Notwithstanding the above, the Board of Directors of the Transferee Company, in consultation with its statutory auditors, is authorised to (a) account any of these or other balances or items in any manner whatsoever, as may be deemed fit or (b) to make such adjustments as may be necessitated.

15.5.To the extent that there are inter-corporate loans or balances between the Transferor Companies inter se and/or the Transferor Companies and the Transferee Company, the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of account and records of the Transferee Company for the reduction of any assets or liabilities, as the case may be. For the removal of doubts, it is hereby clarified that there would be no accrual of interest or other charges in respect of any such inter-company loans or balances with effect from the Appointed Date.



16.INCOME-TAX NEUTRALITY OF THE SCHEME

This Scheme has been drawn up to comply with the conditions relating to "Merger" as specified under section 2(1B) of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the Income-tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with section 2(1B) of the Income- Tax Act, 1961. Such modification will however not affect the other provisions of the Scheme.



17. SCHEME CONDITIONAL ON APPROVAL/ SANCTIONS
This Scheme is specifically conditional upon and subject to:

17.1 The sanction or approval under any law or of the Central Government or any other Agency, Department or Authorities concerned being obtained and granted in respect of any of the matters in respect of which such sanction or approval is required.

17.2 The approval of and agreement to the Scheme by the requisite majorities of members and creditors of the Transferor and the Transferee Company as may be directed by the NCLT on the applications made for directions under Section 230 of the Act for calling meetings and necessary resolutions being passed under the Act for the purpose.

17.3 The sanctions of the NCLT being obtained by the Transferor and the Transferee Company under Sections 230 to 232 and other applicable provisions of the Act.

17.4 The authenticated/ certified copies of order of the NCLT under sections 230 to 232 of the Act sanctioning the Scheme being filed with the Registrar of Companies.



18. EFFECT OF NON-APPROVALS

In the event of any of the approvals or conditions enumerated in clause 17 above not being obtained or complied or for any reasons this Scheme cannot be implemented then the Board of Directors of the Transferor and the Transferee Company shall waive such conditions as they consider appropriate to give effect appropriately and, as far as possible, to this Scheme and failing such agreement or in case this Scheme is not sanctioned by the NCLT, then the Scheme shall become null and void and in that event no rights and liabilities whatsoever shall accrue to or be incurred inter se between the Transferor and the Transferee Company or their shareholders or creditors or any other person.



19. DISSOLUTION OF TRANSFEROR COMPANY

On the Scheme coming into operation, the Transferor shall, without any further act or deed, stand dissolved without winding up.



20. MODIFICATION OR AMENDMENT TO THE SCHEME

20.1 The Transferor and the Transferee Company through its respective Board of Directors/ its authorized officers are hereby empowered and authorized to assent from time to time to any modifications or amendments or substitution of this Scheme or to any conditions or limitations which the NCLT or any other statutory authorities may impose and to settle all doubts or difficulties that may arise for carrying out the Scheme and to do and execute all acts, deeds, matters and things as may be necessary for putting the Scheme into operation.

20.2 For the purpose of giving operation to this Scheme or to any modifications or amendments thereof, the Directors of the Transferee Company or such other person who are so authorised may give and is/ are authorized to give all such directions as are necessary including directions for settling any question of doubt or difficulty that may arise after the dissolution of the Transferor .



21. COSTS, CHARGES & EXPENSES

Except for the event mentioned in Clause 17 above, all costs, charges and expenses of the Transferor and the Transferee Company in relation to or in connection with this Scheme and for carrying out and implementing/ completing the terms and provision of the Scheme and/ or incidental to the completion of the merger of the undertaking of the Transferor in pursuance of this Scheme shall, except as specifically provided herein, be borne and paid solely by the Transferee .

In the event mentioned in Clause 17 above, each party shall bear their respective costs, charges and expenses in connection with the Scheme. If the cost cannot be identified, the same shall be share equally between the Transferor Company and the Transferee Company.



PART - D


22.AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
On the Scheme being approved by the NCLT, the Transferee Company shall, in accordance with the procedure prescribed by the Act, amend its Memorandum and Articles of Association as may be required.
23.BUYBACK OF SHARES AND OTHER SPECIFIED SECURITIES
Notwithstanding anything contained in the present Articles and consequent amendment in the articles upon scheme becoming operative, in accordance with the provisions of Sections 77A, 77AA and 77B of the Companies Act, 1956 and such other regulations and guidelines as may be issued in this regard by the relevant authorities, the Board of directors may, if and when thought fit, buy-back such of the Company's own shares or securities as it may decide, subject to such limits, upon such terms and conditions and subject to such approvals as are specified in this regard.
24.CHANGE IN REGISTERED OFFICE OF THE TRANSFEREE COMPANY
On and from the Operative Date, the registered office of the Transferee Company shall stand changed to -------- without any further act, instrument, deed, or resolution required pursuant to the Applicable provisions of the Act.

25.DE-LISTING OF SHARES OF THE TRANSFEROR COMPANY
Upon the Scheme coming into effect the shares of the Transferor Company shall be automatically de-listed from such stock exchanges where they are listed.