TEGA INDUSTRIES (SEZ) LIMITED Corporate Identity Number (CIN) : U25111GJ2010PLC075794 Registered Office: Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch – 392130, Gujarat Tel : 02641 273800, Website : www.tegaindustries.com HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH (‘NCLT’) CONVENED MEETING OF THE UNSECURED CREDITORS OF TEGA INDUSTRIES (SEZ) LIMITED Day : Wednesday Date : 21 st June, 2017 Time : 12 noon Venue : Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch – 392130, Gujarat Sl. No. Contents Page No. 1 Notice of NCLT convened meeting of the Unsecured Creditors of Tega Industries (SEZ) Limited (‘Applicant/ Amalgamating Company’) 3-5 2 Explanatory Statement under section 102, section 230(3) and other applicable provisions of the Companies Act, 2013 read with Rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 forming part of the Notice 6-14 3 Scheme of Amalgamation (‘Scheme’) of Tega Industries (SEZ) Limited (‘Amalgamating Company’) with Tega Industries Limited (‘Amalgamated Company’) under Section 230 and 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and any amendments thereto or re-enactments thereof. 15-42 4 Copy of the Chartered Accountants Certificate dated 30 th March 2017 in connection with the Scheme providing for issue of shares 43-45 5 Copy of Supplementary unaudited financial statements for the six months ended on 30 th September 2016 of the Amalgamated and Amalgamating Company 46-99 6 Form of Proxy 101 7 Attendance Slip 103 1
Transcript
TEGA INDUSTRIES (SEZ) LIMITED
Corporate Identity Number (CIN) : U25111GJ2010PLC075794
1 Notice of NCLT convened meeting of the Unsecured Creditors of Tega Industries (SEZ) Limited (‘Applicant/ Amalgamating Company’)
3-5
2 Explanatory Statement under section 102, section 230(3) and other applicable provisions of the Companies Act, 2013 read with Rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 forming part of the Notice
6-14
3 Scheme of Amalgamation (‘Scheme’) of Tega Industries (SEZ) Limited (‘Amalgamating Company’) with Tega Industries Limited (‘Amalgamated Company’) under Section 230 and 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and any amendments thereto or re-enactments thereof.
15-42
4 Copy of the Chartered Accountants Certificate dated 30th March 2017 in connection with the Scheme providing for issue of shares
43-45
5 Copy of Supplementary unaudited financial statements for the six months ended on 30th September 2016 of the Amalgamated and Amalgamating Company
46-99
6 Form of Proxy 101
7 Attendance Slip 103
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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL
AHMEDABAD BENCH
FORM NO. CAA. 2 [Pursuant to Section 230 (3) and Rules 6 and 7]
C.A. (CAA) 47/NCLT/AHM/2017
In the matter of the Companies Act, 2013 (‘the Act’)
And
In the matter of Sections 230-232 read with other relevant provisions of the Companies Act, 2013
And
In the matter of the Scheme of Arrangement between Tega Industries (SEZ) Limited and Tega Industries Limited and their respective shareholders.
Tega Industries (SEZ) Limited
A company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch, Gujarat – 392130, India.
… Applicant Company
NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF THE APPLICANT/ AMALGAMATING COMPANY
To,
The Unsecured Creditors of Tega Industries (SEZ) Limited
Notice is hereby given that pursuant to an Order dated 1st day of May, 2017 of the National Company Law Tribunal (‘NCLT’), Ahmedabad Bench, meeting of the Unsecured Creditors of the Applicant Company will be held on Wednesday, 21st June, 2017 at the Registered Office of the Applicant Company situated at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch – 392130, Gujarat at 12 noon for the purpose of considering, and if thought fit, approving with or without modification(s), the amalgamation of the Amalgamating Company with the Amalgamated Company, under Section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013 and in connection therewith it is hereby proposed that
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the Unsecured Creditors of Applicant Company may consider, and, if thought fit, to pass, with or without modification(s) the following resolution:
“RESOLVED THAT pursuant to provisions of Sections 230 and 232 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) , applicable provisions of the National Company Law Tribunal Rules, 2016, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and enabling provisions of the Memorandum of Association of the Company and subject to the approval of the National Company Law Tribunal (‘NCLT’ or ‘Tribunal’) and other concerned authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of the aforementioned authorities while granting such approvals, permissions and sanctions, which may be agreed to by the Board of the Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers), the Scheme of Amalgamation (“Scheme”) between Tega Industries Limited (“Amalgamated Company”) and Tega Industries (SEZ) Limited (“Amalgamating Company”) placed before this meeting and initialed by the Chairman of the meeting for the purpose of identification, be and is hereby approved.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”
In this regard, the Copy of the Scheme of Amalgamation and Notice along with Explanatory Statement forming part thereof under Section 230 read with Section 102 and other applicable provisions of the Companies Act, 2013 can be obtained free of charge at the Registered Office, of the Amalgamating Company at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch – 392130, Gujarat or at the office of its Authorised Representative and Company Secretary, Mrs. Rakhi Sarkar at 147, Block-G, New Alipore, Kolkata – 700 053 within one day of requisition made by the unsecured creditor(s) of the Applicant Company entitled to attend the meeting as aforesaid. Persons entitled to attend and vote at the meeting, may vote in person or by proxy provided that all proxies in the prescribed form are deposited at the Registered Office of the Amalgamating Company not later than 48 hours before the meeting or through postal ballot.
Forms of proxy can be obtained from the Registered Office of the Amalgamating Company.
Explanatory statement under Section 102, Section 230(3) and other applicable provisions of the Companies Act, 2013 read with Rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is attached herewith and forms part of this Notice.
The Tribunal has appointed Ms. Vaibhavi Parikh, Advocate and in her absence, Mr. Manoj Kumar Agarwal, Chief Financial Officer of the Applicant Company, as the Chairperson of the said meeting, including any adjournment or adjournments thereof.
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Above mentioned amalgamation, if approved at the meeting, will be subject to the subsequent approval of the Tribunal. Sd/- Ms. Vaibhavi Parikh Chairperson for the Meeting Dated this 9th day of May, 2017
Registered Office address: Plot No. Z/103/J, Dahej SEZ, Phase II,
Taluka - Vagra, Dahej, Bharuch – 392130, Gujarat
Notes:
1. Only Unsecured Creditors of the Applicant Company may attend and vote either in person or by proxy (a proxy need not be an Unsecured Creditor of the Applicant Company) or in the case of a body corporate, by a representative authorised under Section 113 of the Companies Act, 2013 at the meeting of the secured creditors of the Applicant Company. The authorized representative of a body corporate which is a Unsecured Creditor of the Applicant Company may attend and vote at the meeting of the Unsecured Creditors of the Applicant Company provided a certified true copy of the resolution of the board of directors or other governing body of the body corporate authorising such representative to attend and vote at the meeting of the Unsecured Creditors of the Applicant Company is deposited at the Registered Office of the Applicant Company not later than 48 (forty eight) hours before the scheduled time of the commencement of the meeting of the Unsecured Creditors of the Applicant Company. The Form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company.
2. The quorum of the meeting of the Unsecured Creditors of the Applicant Company shall be 2 (two) Unsecured Creditors of the Applicant Company, present in person.
3. Unsecured Creditor or his proxy, attending the meeting, is requested to bring the Attendance Slip duly completed and signed.
4. Mr. Jitendra Leeya, Practicing Company Secretary has been appointed as the scrutinizer to conduct the voting at the venue of the meeting, in a fair and transparent manner.
5. The Scrutinizer will submit his report to the Chairperson of the meeting after completion of the scrutiny of the votes cast by the unsecured creditors of the Applicant Company. The Scrutinizer’s decision on the validity of the vote shall be final.
6. Explanatory Statement pursuant to Section 102, Section 230(3) and other applicable provisions of the Companies Act, 2013 read with Rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 setting out material disclosures forms part of this Notice.
7. Unsecured Creditors as per the books of accounts as on 30th day of September 2016 will be entitled to exercise their right to vote on the above meeting
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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL
AHMEDABAD BENCH
FORM NO. CAA. 2 [Pursuant to Section 230 (3) and Rules 6 and 7]
C.A. (CAA) 47/NCLT/AHM/2017
In the matter of the Companies Act, 2013 (‘the Act’)
And
In the matter of Sections 230-232 read with other relevant provisions of the Companies Act, 2013
And
In the matter of the Scheme of Arrangement between Tega Industries (SEZ) Limited and Tega Industries Limited and their respective shareholders.
Tega Industries (SEZ) Limited
A company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch, Gujarat – 392130, India.
… Applicant Company
EXPLANATORY STATEMENT UNDER SECTION 102, SECTION 230(3) AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULES 6 AND 7 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 FORMING PART OF THE NOTICE
1. Pursuant to an Order dated 1st day of May, 2017 passed by the Ahmedabad Bench of the National Company Law Tribunal (‘NCLT’ / ‘Tribunal’) in C.A. (CAA) 47/NCLT/AHM/2017 filed by Tega Industries (SEZ) Limited (‘Applicant/ Amalgamating Company’), a meeting of the Unsecured Creditors of the Applicant Company, is to be convened and held on Wednesday, 21st day of June, 2017 at its Registered Office at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch – 392130, Gujarat at 12 noon for the purpose of considering and if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between Tega Industries Limited (“Amalgamated Company”) and Tega Industries (SEZ) Limited (“Amalgamating
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Company”) and their respective shareholders and creditors (hereinafter referred to as the ‘Scheme’ or ‘Scheme of Amalgamation’) and in connection therewith pass resolution proposed in the Notice.
2. A copy of the Scheme setting out details of parties involved in the proposed Scheme, appointed date, effective date, share exchange ratio and other relevant particulars is attached herewith and forms part of the Notice as well as this Explanatory Statement thereto.
Background of the Amalgamated Company
3. Tega Industries Limited/ Amalgamated Company is a public limited company incorporated under the provisions of the Companies Act, 1956 on 15th May 1976.
4. Amalgamated Company’s Corporate Identity Number (‘CIN’) is U25199WB1976PLC030532 and Permanent Account Number (‘PAN’) is AABCT2074M.
5. Registered Office of the Amalgamated Company is situated at 147, Block-G, New Alipore, Kolkata – 700 053.
6. It is primarily engaged in the activity of manufacturing, buying, selling, exporting, importing, designing, installation, servicing and dealing in all kinds of wear resistant components, moulded wear resistant products, process equipment’s and accessories etc. to cater the mineral processing, mining, material handling and environment industries..
7. Summary of main objects of the Amalgamated Company as per its Memorandum of Association is as follows:
(i) “To carry on business of manufacturing, buying, selling, exporting, importing, designing, installing, servicing and dealing in, all kinds of wear resistant components, moulded wear resistant products made of rubber, plastics, metals and its alloys, ceramic materials, ceramic or combinations of ceramic or metallic alloy composites, for use in industries and mineral mining of all description and for material handling and processing facilities at ports, dry docks, steel plants, thermal power stations, mines, cement, plants, smelter complexes, power stations, quarrying, crushing, benefication plants and any other uses.”
8. Website and email address of the Amalgamated Company is www.tegaindustries.com and [email protected] respectively.
Background of the Amalgamating Company
9. Tega Industries (SEZ) Limited/ Amalgamating Company is a public limited company incorporated under the provisions of the Companies Act, 1956 on 26th August, 2010.
10. Amalgamating Company’s CIN is U25111GJ2010PLC075794 and PAN is AADCT5993P.
11. Registered Office of the Amalgamating Company is situated at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch, Gujarat – 392130.
12. It is primarily engaged in the activity of manufacturing, buying, selling, exporting, importing, designing, installation, servicing and dealing in all kinds of wear resistant components, moulded wear resistant products, process equipment’s and accessories etc. to cater the mineral processing, mining, material handling and environment industries. Its manufacturing facility is located at Dahej SEZ in Bharuch, Gujarat.
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13. Summary of main objects of the Amalgamating Company as per its Memorandum of Association is as follows:
(i) “To set up an unit in special economic zone to carry on business of Manufacturing, Buying, Selling, Importing, Exporting, Designing, Installing, Servicing and Dealing in all kinds of wear resistant components, moulded wear resistant products, all works related to lining for plant machinery and equipment, screen decks, belt scrapper, conveyor components, sand moulded products, tyre retreading & manufacture of seals O-rings surfaces, rubber & rubber products, solutions for plant, machinery & equipment for material handling and business of all kinds of metal casting forging rolling mills, etc.”
14. Email address of the Amalgamating Company is [email protected]. Both the Amalgamated and the Amalgamating Company have a common website www.tegaindustries.com.
15. During the last five years, there has been no change in name, Registered Office and main objects (which are summarized above) of the Amalgamated Company. The Registered Office of the Amalgamating Company has shifted from the state of West Bengal to the State of Gujarat vide order of the Regional Director, Eastern Region, Kolkata dated 31st May 2013 and a fresh certificate of incorporation dated 28th June, 2013 was issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli.
Details of Promoters and Directors of the Amalgamated Company
16. Details of the Promoters of the Amalgamated Company are:
Names Address
Mr. Madan Mohan Mohanka 146, Block–G, New Alipore, Kolkata – 700053
Mrs. Manju Mohanka 146, Block–G, New Alipore, Kolkata – 700053
Mr. Mehul Mohanka 146, Block–G, New Alipore, Kolkata – 700053
Nihal Fiscal Services Pvt. Ltd
[CIN : U67120WB1996PTC079527]
40/1A, Block–B, New Alipore, Kolkata – 700053
Marudhar Food & Credit Ltd.
[CIN : L65993WB1992PLC056788]
40/1A, Block–B, New Alipore, Kolkata – 700053
17. Details of Present Directors of the Amalgamated Company are:
Name Designation Address DIN No. Date of
appointment
Mr. Madan Mohan Mohanka
Chairman 146, Block–G, New Alipore, Kolkata – 700053
00049388 15/05/1976
Mr. Mehul Mohanka
Managing Director
146, Block–G, New Alipore, Kolkata – 700053
00052134 01/06/2008
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Approval of the Scheme by the Board of Directors
18. The Scheme was approved by the Board of Directors of Amalgamated Company, in the Board meeting held on 22nd November 2016. Meeting was attended by all the Directors named above and all of them have voted unanimously in favor of the resolution.
Details of Promoters and Directors of the Amalgamating Company
19. Details of the Promoters of the Amalgamating Company are:
Names Address
Mr. Madan Mohan Mohanka 146, Block–G, New Alipore, Kolkata – 700053
Mr. Mehul Mohanka 146, Block–G, New Alipore, Kolkata – 700053
Tega Industries Limited
[CIN: U25199WB1976PLC030532]
147, Block-G, New Alipore, Kolkata – 700 053
Mrs. Manju Mohanka
Director 146, Block–G, New Alipore, Kolkata – 700053
Crystal Cove - Flat 11 - III Floor 59 Satyadev Avenue, MRC Nagar, Chennai – 600028
00626151 27/03/2014
Mr. Jaharlal Saha
Director Sabarmati CG 204 Salt Lake, Sector II Kolkata – 700091
01762299 01/11/2007
Mr. Dhiraj Poddar
Director
001, Springs Island City Centre (Bombay Dyeing) G. D. Ambedkar Marg Dadar East Mumbai – 400014
01946905 11/05/2011
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20. Details of the Directors of the Amalgamating Company are:
Approval of the Scheme by the Board of Directors
21. The Scheme was approved by the Board of Directors of Amalgamating Company in the Board meeting held on 22nd November 2016. Meeting was attended by all the Directors named above and all of them have voted unanimously in favor of the resolution.
Relationship between Amalgamated and Amalgamating Company
22. Both the Amalgamated and Amalgamating Company are engaged in the manufacturing, buying, selling, exporting, importing, designing, installation, servicing and dealing in all kinds of wear resistant components, moulded wear resistant products, process equipment’s and accessories etc. to cater the mineral processing, mining, material handling and environment industries
23. Amalgamating Company is a wholly owned subsidiary of the Amalgamated Company.
24. Mr. Madan Mohan Mohanka and Mr. Mehul Mohanka are Directors of both Amalgamated and Amalgamating Company.
Objects and Rationale of the Scheme
25. Amalgamation of the Amalgamating Company with the Amalgamated Company would, inter-alia, provide the following benefits:
(i) Greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value, and improve the economic and competitive position of the combined entity.
(ii) To enable better and efficient management, control and running of the businesses to attain operational efficiencies, cost competitiveness, create synergies and capitalize on the growth opportunities to the fullest extent.
(iii) Since the entire share capital of Amalgamating Company is held by the Amalgamated Company,
Names Designation Address DIN No. Date of
appointment
Mr. Madan Mohan Mohanka
Director 146, Block–G, New Alipore, Kolkata – 700053
00049388 26/08/2010
Mr. Mehul Mohanka
Director 146, Block–G, New Alipore, Kolkata – 700053
00052134 26/08/2010
Mr. Amar Nath Sadhu
Director 73/1A, Palm Avenue Kolkata – 700019
00052579 26/08/2010
Mr. Viji Aravamudhan Iyengar
Director AA-17 Salt Lake, Sector 1, Kolkata – 700064
00064970 20/12/2011
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the consolidation by way of amalgamation would lead to simplified corporate structure for the group.
(iv) Better financial, business and operational prospects including but not limited to, efficient management of costs, and improved administrative control of the Amalgamated Company.
(v) Greater efficiency in cash management of the amalgamated entity and pooling of cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities to maximize shareholder value.
(vi) The Scheme shall be in the beneficial interest of the Shareholders and Creditors of the Amalgamated Company and Amalgamating Company. The Scheme shall not be in any manner prejudicial to the interest of the concerned members, creditors, employees or general public at large.
Salient Features of the Scheme
26. Salient features of the Scheme are, inter-alia, the following:
(i) The Scheme provides for the amalgamation of Tega Industries (SEZ) Limited with Tega Industries Limited;
(ii) The Appointed Date for the Scheme is proposed to be 1st October, 2016;
(iii) The Effective Date for the Scheme means the date on which the certified or authenticated copy of the Order sanctioning the Scheme passed by the Hon’ble Tribunal, as the case maybe, is/ are filed with the jurisdictional Registrar of Companies.
(iv) The proposed amalgamation will be such that all the assets, liabilities, rights, entitlements, obligations, etc. of the Amalgamating Company would stand transferred to and vested as a going concern in the Amalgamated Company, and the assets of the Amalgamated Entity will exceed its liabilities.
(v) The entire share capital of Amalgamating Company is held by Amalgamated Company along with its nominees. Pursuant to the amalgamation, no shares of Amalgamated Company will be issued or allotted with respect to the equity shares and preference shares held by Amalgamated Company in Amalgamating Company and Amalgamating Company’s investment in the share capital of Amalgamated Company shall stand cancelled in the books of Amalgamating Company.
(vi) Upon the Scheme becoming effective and with effect from the Appointed Date, the amalgamation of the Amalgamating Company with the Amalgamated Company shall be accounted as per 'the pooling of interest method' prescribed under Accounting Standard 14 - 'Accounting for Amalgamations' issued by the Institute of Chartered Accountants of India and notified by the Central Government.
Note. – Unsecured Creditors are requested to read the entire text of the Scheme attached herewith to get better acquainted with the provisions thereof. What is stated hereinabove are brief salient features.
Capital Structure of Amalgamated and Amalgamating Company – Pre and Post (expected) Amalgamation
27. The capital structure of:
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A. The Amalgamated Company pre and post (expected) amalgamation are/ will be as follows:
Particulars Pre-Amalgamation
as on 30th September 2016
Post-Amalgamation
(expected)
No. of shares Amount in Rs. No. of shares Amount in Rs.
I. Authorised Share Capital
Equity Shares of Rs 10/- each 60,000,000 600,000,000 70,000,000 700,000,000
Preference Shares of Rs. 10/- each
10,000,000 100,000,000 35,000,000 350,000,000
Total 700,000,000 1,050,000,000
II. Issued, Subscribed and Paid-up Share Capital
Equity Shares of Rs 10/- each 57,600,868 576,008,680 57,600,868 576,008,680
Compulsory Convertible Participatory Preference Shares of Rs 10/- each
8,692,281 86,922,810 8,692,281 86,922,810
Total 662,931,490 662,931,490
B. The Amalgamating Company pre and post (expected) amalgamation are/ will be as follows:
Particulars Pre-Amalgamation
as on 30th September 2016
Post-Amalgamation
(expected)
No. of shares Amount in Rs. No. of shares Amount in Rs.
I. Authorised Share Capital
Equity Shares of Rs 10/- each 10,000,000 100,000,000 - -
Preference Shares of Rs. 10/- each
25,000,000 250,000,000 - -
Total 350,000,000 - -
II. Issued, Subscribed and Paid-up Share Capital
Equity Shares of Rs 10/- each 8,050,000 80,500,000 - -
Redeemable Preference Shares of Rs 10/- each
19,080,000 190,800,000 - -
Total 271,300,000 - -
After the amalgamation, the Amalgamating Company shall cease to exist, hence there shall not be any post-amalgamation capital of the Amalgamating Company.
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GENERAL
28. As on the ‘cut-off date’ being 30th September 2016, the amount due to unsecured creditors of the Amalgamated Company has been INR 372,503,486 (Rupees Thirty Seven Crores Twenty Five Lakhs Three Thousand Four Hundred and Eighty Six Only) and the amount due to unsecured creditors of the Amalgamating Company has been 674,615,989 (Rupees Sixty Seven Crore Forty Six Lakhs Fifteen Thousand Nine Hundred and Eighty Nine Only).
29. The Scheme will not have a prejudicial effect on the key managerial personnel, directors, promoters, non-promoter members, creditors, employees and others concerned of the Amalgamated and Amalgamating Companies, as no sacrifice or waiver is, at all, called from them nor are their rights sought to be modified in any manner whatsoever.
30. None of the Directors, Promoters, Key Managerial Personnel, Creditors and Employees of the Amalgamated and Amalgamating Company respectively have any material personal interest in the Scheme, except to the extent of shares held in the Amalgamated and the Amalgamating Companies, if any.
31. No investigation proceedings have been instituted or are pending in relation to the Amalgamated and Amalgamating Company under the Companies Act, 1956/ Companies Act, 2013.
32. Proposed Scheme does not contemplate any corporate debt restructuring exercise.
33. Applicant Company has sent copy of the Scheme to the Jurisdictional Registrar of Companies.
SUMMARY OF VALUATION REPORT
34. Since the entire share capital of Amalgamating Company is held by Amalgamated Company along with its nominees, no shares of Amalgamated Company will be issued or allotted as consideration for the amalgamation. As confirmation for the same, report of an Independent Chartered Accountant dated 30th March 2017 has been obtained. Hence there is no requirement of obtaining report on the valuation of shares.
INSPECTION
35. Following documents are also available for obtaining extract from or for making or obtaining copies of or for inspection by the members of the Applicant Company at the Registered Office of the Company upto one day prior to the date of the Meeting between 11.00 a.m. to 5.00 p.m. on all working days (except Saturdays, Sundays and public holidays):
(a) Copy of Memorandum and Articles of Association of the Amalgamated and Amalgamating Company;
(b) Copy of Annual Report for the last three financial years ending on 31st March, 2016, 31st March, 2015 and 31st March, 2014 of the Amalgamated and Amalgamating Company;
(c) Copy of unaudited financial statements for the six months and financial year ended on 30th September, 2016 and 31st March, 2017 of the Amalgamated and Amalgamating Company ;
(d) Copy of the Scheme of Amalgamation;
(e) Copy of Board Resolution dated 22nd November 2016 passed by the Board of Directors of the Amalgamated Company;
(f) Copy of Board Resolution dated 22nd November 2016 passed by the Board of Directors of the
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Amalgamating Company;
(g) Copy of the certificate dated 30th March 2017 issued by the Independent Chartered Accountants, M/s Nandini Dutta & Associates, Chartered Accountants (FRN – 326987E) confirming that no shares of the Amalgamating Company will be issued or allotted as consideration for the amalgamation;
(h) Certificate issued by the Statutory Auditors M/s Price Waterhouse & Co Bangalore LLP, Chartered Accountants of the Amalgamated Company in respect of the accounting treatment proposed in the Scheme;
(i) Copy of the Order of the Tribunal dated 1st day of May, 2017 passed in C.A. (CAA) 47/NCLT/AHM/2017 directing, inter-alia, to convene meetings of the secured and unsecured creditors and dispensing the meetings of the equity and preference shareholders; and
(j) Other documents relating to the matters incidental to and arising out of the proposed Scheme.
OTHERS
36. In compliance with the requirement of Section 230(5) and Section 232 of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Notice in the prescribed form together with requisite documents and seeking approvals, sanctions or no-objections to the proposed Scheme shall be served on the concerned regulatory and government authorities, including the jurisdictional Registrar of Companies (Ministry of Corporate Affairs).
37. In view of the information provided hereinabove and the documents attached alongwith this Notice and Explanatory statement, the requirement of Section 232(2) of the Companies Act, 2013 have been complied with, further the Applicant Company will host the Notice together with Explanatory Statement and requisite documents on website www.tegaindustries.com and. Notices of this meeting is also going to be advertised in the English daily – “Indian Express” and the Gujarati daily – “Sandesh”, following the directions given in the NCLT Order and Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014
Sd/- Ms. Vaibhavi Parikh Chairperson for the Meeting Dated this 9th day of May, 2017
Registered Office address: Plot No. Z/103/J, Dahej SEZ, Phase II,
Taluka - Vagra, Dahej, Bharuch – 392130, Gujarat
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Page 1 of 28
SCHEME OF AMALGAMATION
(UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 1956 AND THE
COMPANIES ACT, 2013)
OF
TEGA INDUSTRIES LIMITED
WITH
TEGA INDUSTRIES (SEZ) LIMITED
AND
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
PREAMBLE
This Scheme of Amalgamation (hereinafter referred to as the “Scheme”) provide for the amalgamation of Tega Industries (SEZ) Limited with Tega Industries Limited, pursuant to Sections 391 to 394 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956 and /or the Companies Act, 2013 (to the extent notified and applicable). This scheme also provides for various other matters consequential to amalgamation or otherwise integrally connected herewith.
1. BACKGROUND AND DESCRIPTION OF COMPANIES
Amalgamated Company
Tega Industries Limited ("Tega India" or "Amalgamated Company") is a public limited company incorporated under the provisions of the Companies Act, 1956 on 15th May, 1976 and having its registered office at 147, Block-G, New Alipore, Kolkata, West Bengal – 700053, India.
Tega India is primarily engaged in the activity of manufacturing, buying, selling, exporting, importing, designing, installation, servicing and dealing in all kinds of wear resistant components, moulded wear resistant products, process equipment’s and accessories etc. to cater the mineral processing, mining, material handling and
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environment industries.
Amalgamating Company
Tega Industries (SEZ) Limited ("Tega SEZ" or “Amalgamating Company") is a public limited company incorporated under the provisions of the Companies Act, 1956 on 26th August, 2010 and having its registered office at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch, Gujarat – 392130, India.
Tega SEZ is primarily engaged in the activity of manufacturing, buying, selling, exporting, importing, designing, installation, servicing and dealing in all kinds of wear resistant components, moulded wear resistant products, process equipment’s and accessories etc. to cater the mineral processing, mining, material handling and environment industries. Its manufacturing facility is located at Dahej SEZ in Bharuch, Gujarat.
Tega SEZ is a wholly owned subsidiary of Tega India.
2. OBJECTS AND RATIONALE FOR THE SCHEME
Amalgamation of the Amalgamating Company with the Amalgamated Company would, inter-alia, provide the following benefits:
i. Greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value, and improve the economic and competitive position of the combined entity.
ii. To enable better and efficient management, control and running of the businesses to attain operational efficiencies, cost competitiveness, create synergies and capitalize on the growth opportunities to the fullest extent.
iii. As the entire share capital of Amalgamating Company is held by the Amalgamated Company, consolidation of Tega SEZ and Tega India by way of amalgamation would lead to simplified corporate structure for the group.
iv. Better financial, business and operational prospects including but not limited to, efficient management of costs, and improved administrative control of the Amalgamated Company.
v. Greater efficiency in cash management of the amalgamated entity and pooling of cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities to maximize shareholder value.
vi. The Scheme shall be in the beneficial interest of the Shareholders and Creditors of the Amalgamated Company and Amalgamating Company. The Scheme shall not be in any manner prejudicial to the interest of the concerned members, creditors, employees or general public at large.
In view of the aforesaid, the Board of Directors of the Amalgamating Company as well as the Board of Directors of the Amalgamated Company have considered and proposed the
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amalgamation of the entire undertaking and business of the Amalgamating Company with the Amalgamated Company.
3. SCOPE OF THE SCHEME
The Scheme provides for:
(a) amalgamation of Amalgamating Company with the Amalgamated Company and is presented pursuant to Section 391 to 394 and other applicable provisions of the Companies Act, 1956 and /or the Companies Act, 2013 (to the extent notified and applicable); and
(b) various other matters consequential, supplemental and / or otherwise integrally connected therewith.
4. PARTS OF THE SCHEME
This Scheme is divided into the following parts:
(a) Part I of the Scheme deals with Definitions, Interpretations and Share Capital;
(b) Part II of the Scheme deals with the amalgamation of the Amalgamating Company with the Amalgamated Company; and
(c) Part III of the Scheme deals with the General Terms and Conditions.
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PART I
DEFINITIONS, INTERPRETATIONS AND SHARE CAPITAL
1. DEFINITIONS
In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the following meanings:
1.1 "Act" or “the Act” means the Companies Act, 1956 and shall include the Companies Act, 2013 (to the extent applicable), including applicable rules and regulations thereunder, and includes any statutory re-enactments, modification or amendment thereto.
It is being clarified that as on the date of approval of this Scheme by the Board of Directors of the Amalgamating Company and the Amalgamated Company, Sections 391 and 394 of the Companies Act, 1956 continue to be in force and the corresponding provisions of the Companies Act, 2013 not having been notified. Accordingly, references in this Scheme to particular provisions of the Act are references to particular provisions of the Companies Act, 1956. Upon such provisions standing re-enacted by enforcement of provisions of the Companies Act, 2013, such references shall, unless a different intention appears, be construed as references to the provisions so re-enacted;
1.2 “Applicable Law” or “Law” means any statute, notification, bye laws, rules, regulations, guidelines, rule of common law, policy, code, directives, ordinance, orders or instructions having the force of law enacted or issued by any Appropriate Authority in India, including any statutory modification or re-enactment thereof for the time being in force.
1.3 “Appointed Date" means the date from which the provisions of this Scheme shall become operational viz. October 1, 2016, or such other date as may be assented to and approved by the Board of Directors (in pursuance to Clause 19.1 of the Scheme) or approved by the High Court(s) (as defined hereunder).
1.4 “Appropriate Authority” means any applicable central, state or local government, legislative body, regulatory, administrative or statutory authority, agency or commission or department or public or judicial body or authority, including but not limited to Registrar of Companies, National Company Law Tribunal (constituted under the Companies Act, 2013), Reserve Bank of India and the High Court(s).
1.5 “Articles of Association” means the articles of association of a company.
1.6 “Board of Directors” or “Board” means the board of directors of the Amalgamating Company and/ or the Amalgamated Company, as the case may be, and shall include a committee of directors or any person authorized by the Board or such committee of directors duly constituted and authorized for the purposes of matters pertaining to the amalgamation, this Scheme and/or any other matter relating thereto.
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1.7 “Effective Date” means the date on which the certified or authenticated copy of the order sanctioning the Scheme passed by the High Court(s) or any other appropriate authority (as defined hereunder), as the case maybe, is/ are filed with the relevant Registrar of Companies having jurisdiction.
Any references in this Scheme to the date of “coming into effect of this Scheme” or upon the Scheme becoming effective” or “effectiveness of this Scheme” shall mean the Effective Date.
1.8 "Encumbrance'' means:
i. any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of any obligation of the Amalgamating Company or the Amalgamated Company, including without limitation any right granted by a transaction which, in legal terms is not the granting of security but which has an economic or financial effect similar to the granting of security under Law;
ii. any proxy, power of attorney, voting trust agreement, interest or option in favour of any Person;
iii. any adverse claim as to title, possession or use; or
iv. any transfer restrictions.
1.9 “High Court(s)” means the Hon’ble High Court of Gujarat having jurisdiction in relation to the Amalgamating Company and the Hon’ble High Court of Calcutta having jurisdiction in relation to the Amalgamated Company. It is hereby clarified that in the event that the provisions of the Companies Act, 2013 pertaining to scheme(s) of arrangement(s) become applicable and effective for the purposes of this Scheme, all reference to the High Court(s) shall be deemed to include reference to the National Company Law Tribunal constituted under the Companies Act, 2013.
1.10 “Memorandum” means memorandum of association of a company.
1.11 "Person" shall include any individual, joint venture, company, corporation, partnership (whether limited or unlimited), proprietorship, trust or other enterprise (whether incorporated or not), Hindu undivided family, union, association, government (central, state or otherwise), or any agency, department, authority or subdivision thereof, and shall include their respective successors and in case of an individual shall include his/her legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or the trustees for the time being.
1.12 “Scheme” or “the Scheme” or “this Scheme” means this scheme of amalgamation in its present form or with any modification(s) made under clause 19 of this scheme or any
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modifications approved or directed by the High Court(s) or any other Appropriate Authority.
1.13 “Tega India” or “Amalgamated Company” means Tega Industries Limited, a company incorporated under the provisions of the Companies Act, 1956, under Corporate Identity No. U25199WB1976PLC030532 and having its registered office at 147, Block-G, New Alipore, Kolkata, West Bengal – 700053, India.
1.14 “Tega SEZ” or “Amalgamating Company” means Tega Industries (SEZ) Limited, a company incorporated under the provisions of the Companies Act, 1956, under Corporate Identity No. U25111GJ2010PLC075794 and having its registered office at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch, Gujarat – 392130, India.
1.15 “Undertaking” shall mean and include the entire business and the whole of the undertakings of the Amalgamating Company as a going concern, all its assets, rights, licenses and powers, and all its debts, outstanding, liabilities, duties, obligations and employees as on the Appointed Date including, but not limited to, the following:
(a) all the assets and properties (whether movable or immovable, tangible or intangible, real or personal, in possession or reversion, corporeal or incorporeal, present, future or contingent of whatsoever nature), whether situated in India or abroad, including but not limited to manufacturing facilities, land (whether leasehold or freehold), plant and machinery, buildings and structures, offices, residential and other premises, capital work-in-progress, furniture, fixtures, vehicles, office equipment, computers, appliances, accessories, power lines, stocks and inventory, leasehold assets and other properties, guesthouses, godowns, warehouses, cash in hand, amounts lying in the banks to the credit of the Amalgamating Company, investments of all kinds (including shares, scrips, stocks, bonds, debentures stocks, units, or securities of all kind and nature), claims, powers, authorities, allotments, approvals, consents, letters of intent, registrations, contracts, engagements, arrangements, rights, credits, titles, interests, benefits, club memberships, advantages, leasehold rights, memorandum of understandings, brands, sub-letting tenancy rights, with or without the consent of the landlord as may be required by law, goodwill, other intangibles, industrial and other licenses, permits, authorisations, trademarks, trade names, patents, patent rights, copyrights, and other industrial and intellectual properties and rights of any nature whatsoever including know-how, domain names, or any applications for the above, assignments and grants in respect thereof, import quotas and other quota rights, right to use and avail of telephones, telex, facsimile and other communication facilities, connections, installations and equipment, utilities, electricity and electronic and all other services of every kind, nature and description whatsoever, provisions, funds, and benefits of all agreements, arrangements, deposits, 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, exemptions, licenses and approvals of whatsoever nature including but not limited to
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benefits of tax exemptions/benefits and/or exemption entitlements, all tax holiday, tax relief including under the Income-tax Act, 1961 such as credit for advance tax, taxes deducted at source, accumulated tax losses, unabsorbed depreciation, MAT credit, etc. and under indirect taxes such as CENVAT credit, and wheresoever situated, belonging to or in the ownership, power or possession or control of or vested in or granted in favour of or enjoyed by the Amalgamating Company as on the Appointed Date;
(b) All agreements, rights, contracts, entitlements, licenses, permits, permissions, incentives, approvals, registrations, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges and claims as to any patents, trademarks, designs, quotas, rights, engagements, arrangements, authorities, allotments, security arrangements, benefits of any guarantees, reversions, powers and all other approvals of every kind, nature and description whatsoever relating to the Amalgamating Company business activities and operations;
(c) All intellectual property rights, engineering and process information, software licenses (whether proprietary or otherwise), drawings, records, files, books, papers, computer programmes, manuals, data, catalogues, sales and advertising material, lists of present and former customers and suppliers, customer credit information, customer pricing information, other customer information and all other records and documents, whether in physical or electronic form, relating to the business activities and operations of the Amalgamating Company
(d) amounts claimed by the Amalgamating Company whether or not so recorded in the books of account of the Amalgamating Company from any Appropriate Authority, under any law, act, scheme or rule, as refund of any tax, duty, cess or of any excess payment;
(e) all other obligations of whatsoever kind, including liabilities of the Amalgamating Company with regard to their employees, with respect to the payment of gratuity, superannuation, pension benefits and the provident fund or other compensation or benefits, if any, whether in the event of resignation, death, retirement, retrenchment or otherwise;
(f) all permanent and temporary Employees engaged by the Amalgamating Company at various locations;
(g) Rights to any claim not preferred or made by the Amalgamating Company in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Amalgamating Company and any interest thereon, under any law, act, rule or scheme, and in respect of set-on; carry forward of un-absorbed losses, deferred revenue expenditure, MAT credit, deduction, exemption, rebate, allowance, amortization benefit, etc. whether under the Income-tax Act, 1961, the rules and regulations thereunder, or taxation laws of other countries, or any other
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or like benefits under the said acts or under and in accordance with any law or act, whether in India or anywhere outside India;
(h) All debts (secured and unsecured), liabilities including contingent liabilities, duties, leases of the Amalgamating Company and all other obligations of whatsoever kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized. Provided that if there exists any reference in the security documents or arrangements entered into by the Amalgamating Company under which the assets of the Amalgamating Company stand offered as a security for any financial assistance or obligation, the said reference shall be construed as a reference to the assets pertaining to the Undertaking of the Amalgamating Company vested in the Amalgamated Company by the virtue of the Scheme. The Scheme shall not operate to enlarge the security for any loan, deposit or facility created by the Amalgamating Company which shall vest in Amalgamated Company by virtue of the amalgamation. The Amalgamated Company shall not be obliged to create any further or additional security thereof after the amalgamation has become effective; and
(i) all books, records, files, papers, engineering and process information, records of standard operating procedures, computer programmes along with their licenses, drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information and other records whether in physical or electronic form, in connection with or relating to the Amalgamating Company.
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, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, Income-tax Act, 1961 and other Applicable Laws, rules, regulations, bye laws, as the case may be, including any statutory modification or re-enactment thereof from time to time.
2. INTERPRETATIONS
In this Scheme, unless the context otherwise requires:
2.1 words denoting singular shall include plural and vice versa;
2.2 headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;
2.3 references to the word “include” or “including” shall be construed without limitation;
2.4 a reference to an article, clause, section, paragraph or schedule is, unless indicated to the contrary, a reference to an article, clause, section, paragraph or schedule of this Scheme;
2.5 unless otherwise defined, the reference to the word “days” shall mean calendar days;
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2.6 references to dates and times shall be construed to be references to Indian dates and times;
2.7 reference to a document includes an amendment or supplement to, or replacement or novation of, that document;
2.8 word(s) and expression(s) elsewhere defined in the Scheme will have the meaning(s) respectively ascribed to them; and
2.9 references to a person include any individual, firm, body corporate (whether incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representatives’ body (whether or not having separate legal personality).
3. Date of taking effect and operative date
3.1 The Scheme as set out herein in its present form or with any modification(s), as may be approved or imposed or directed by the High Court(s), or made as per Clause 19 of the Scheme, shall become effective from the Appointed Date, but shall be operative from the Effective Date.
3.2 The amalgamation of the Amalgamating Company with the Amalgamated Company shall be in accordance with Section 2(1B) of the Income-tax Act, 1961. If any terms or provisions or part of this Scheme are found or interpreted to be inconsistent with the provisions of Section 2(1B) of the Income-tax Act, 1961, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of Section 2(1B) of the Income-tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent necessary to comply with Section 2(1B) of the Income-tax Act, 1961 and such modifications shall not affect other parts of the Scheme.
4. SHARE CAPITAL
4.1 The authorized, issued, subscribed and paid up share capital of Tega India as on 31st March, 2016 as per the last audited annual report was as under:
Authorised Share Capital Amount (`)
60,000,000 Equity Shares of ` 10 each 600,000,000
10,000,000 Compulsorily Convertible Participatory Preference Shares of ` 10 each
100,000,000
Total 700,000,000
Issued, Subscribed and Fully Paid Up Share Capital Amount (`)
57,600,868 Equity Shares of ` 10 each, fully paid up 576,008,680
8,692,281 Compulsory Convertible Participatory Preference Shares of ` 10 each, fully paid up
86,922,810
Total 662,931,490
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Subsequent to 31st March 2016 till the date of the Scheme being approved by the Board of Directors, there has been no change in Authorized, Issued, Subscribed and Paid-up share capital of the Tega India.
4.2 The authorized, issued, subscribed and paid up share capital of the Tega SEZ as on 31st March, 2016 as per the last audited annual report was as under:
Authorised Share Capital Amount (`)
10,000,000 Equity Shares of ` 10 each 100,000,000
25,000,000 Redeemable Preference Shares of ` 10 each 250,000,000
Total 350,000,000
Issued, Subscribed and Fully Paid Up Share Capital Amount (`)
8,050,000 Equity Shares of ` 10 each, fully paid up 80,500,000
19,080,000 Redeemable Preference Shares of ` 10 each, fully paid up
190,800,000
Total 271,300,000
Subsequent to 31st March 2016 till the date of the Scheme being approved by the Board of Directors of Tega SEZ, there has been no change in Authorized, Issued, Subscribed and Paid-up share capital of Tega SEZ. Tega SEZ is a wholly owned subsidiary of Tega India, as the entire share capital of Tega SEZ, is held by Tega India and its nominees.
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PART II
AMALGAMATION OF THE AMALGAMATING COMPANY WITH THE AMALGAMATED COMPANY
5. TRANSFER AND VESTING OF UNDERTAKING
Generally
5.1 Upon the coming into effect of the Scheme and with effect from the Appointed Date and pursuant to the provisions of Section 394 and other applicable provisions of the Act, if any, the Undertaking of the Amalgamating Company shall, without any further act, instrument or deed, be and stand transferred to and/ or vested in or be deemed to have been and stand transferred to or vested in the Amalgamated Company as a going concern so as to become as and from the Appointed Date, the Undertaking of the Amalgamated Company by virtue of and in the manner provided in this Scheme, together with all estate, rights, titles and interests and authorities including accretions and appurtenances therein including dividends, or other benefits receivable.
Transfer of Assets and Liabilities
5.2 Without prejudice to the generality of Clause 5.1 above, upon the coming into effect of this Scheme and with effect from the Appointed Date:
(a) All assets and properties of the Amalgamating Company as on the Appointed Date, whether or not included in the books of the Amalgamating Company, and all assets and properties which are acquired by the Amalgamating 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 Amalgamated Company, and shall under the provisions of Sections 391 to 394 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 Amalgamated Company upon the coming into effect of this Scheme pursuant to the provisions of Sections 391 to 394 of the Act.
(b) All immovable properties, assets and rights (whether contingent or not) in the immovable properties of the Amalgamating Company, whether freehold or leasehold or licensed or otherwise and all documents of title, rights and easements in relation thereto, including, the immovable properties enlisted in Schedule I, shall pursuant to the provisions of Sections 391 to 394 of the Act and pursuant to the order of the High Court(s) sanctioning the Scheme and without any further act, instrument or deed shall stand transferred to and vested in and/or deemed to be transferred to and vested in the Amalgamated Company, subject to all the encumbrances, fixed and/or floating charges (if any). The Amalgamated Company shall be entitled to and exercise all rights and privileges attached thereto and shall be liable to pay ground rent, taxes and to
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fulfill all obligations in relation to or applicable to such immovable properties. The Amalgamated Company shall under the provisions of Scheme be deemed to be authorized to execute, if required such instruments, deeds and writing on behalf of the Amalgamating Company and to implement or carry out all such formalities or compliances to give effect to the provisions of this Scheme. Furthermore, no duty (including stamp duty), levy, cess of any nature will be payable by the Amalgamated Company at the time of replacement of the encumbrance, charge and / or right covered above with respect to the immoveable property. The mutation of the title to the immovable properties shall be made and duly recorded by the appropriate authorities pursuant to the sanction of the Scheme and upon the Scheme becoming effective, in accordance with the terms hereof, in favour of the Amalgamated Company. Any inchoate title or possessory title of the Amalgamating Company shall be deemed to be the title of the Amalgamated Company.
(c) In respect of such assets owned and belonging to the Undertaking of the Amalgamating Company as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and delivery, the same shall be so transferred by the Amalgamating Company, and shall become the property of the Amalgamated Company in pursuance of the provisions of Section 394 and other applicable provisions of the Act.
(d) In respect of movables other than those dealt with in Clause 5.2(c) above including without any further act, instrument or deed of the Amalgamated Company, the sundry debts, receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, investments, earnest money and deposits with any Government, quasi government, local or other authority or body or with any company or other person, the same shall on and from the Appointed Date stand transferred to and vested in the Amalgamated Company without any notice or other intimation to the debtors (although the Amalgamated Company may without being obliged and if it so deems appropriate at its sole discretion, give notice in such form as it may deem fit and proper, to each person, debtor, or depositee, as the case may be, that the said debt, loan, advance, balance or deposit stands transferred and vested in the Amalgamated Company).
(e) All consents, permissions, licenses, permits, quotas, approvals, certificates, clearances, authorities, leases, tenancy, assignments, allotments, registrations, incentives, subsidies, concessions, grants, rights, claims, liberties, special status, other benefits or privileges and any powers of attorney given by, issued to or executed in favour of the Amalgamating Company including in relation to the Undertaking, and all rights and benefits which have accrued to the Amalgamating Company shall, under the provisions of Section 391 to 394 and other applicable provisions, if any, of the Act, stand transferred to and vested in, or shall be deem to be transferred to or vested in, the Amalgamated Company, as if the same were originally given by, issued to or executed in favour of the Amalgamated Company, so as to become, as and from the Appointed Date, consents, permissions, licenses, permits, quotas, approvals,
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certificates, clearances, authorities, leases, tenancy, assignments, allotments, registrations, incentives, subsidies, concessions, grants, rights, claims, liberties, special status, other benefits or privileges and any powers of attorney of the Amalgamated Company which are valid, binding and enforceable on the same terms, and the Amalgamated Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Amalgamated Company.
(f) It is hereby provided that all documents executed and / or filed including but not limited to documents related to lease, charges, encumbrance or right, whether or not registered with any Appropriate Authority (including Registrar of Companies) or any other person as regards the transfer and vesting of assets of the Amalgamating Company, shall be deemed to have been executed and/or filed and/or registered by the Amalgamated Company, and the Amalgamated Company shall not be required to execute and/or perform any further act, instrument or deed separately. It is further clarified that filing of the certified copy(ies) of the order of the High Court sanctioning this Scheme with the Registrar of Companies shall be deemed to be sufficient for modifying or creating the charges in favour of the secured creditors of the Amalgamating Company as against the Amalgamated Company, as applicable, as required as per the provision of this Scheme.
(g) Further, where any document in case any encumbrance, charge and / or right created by the Amalgamating Company with respect to the assets mentioned in this Clause, is transferred to or replaced by the Amalgamated Company, no duty (including stamp duty), levy and/or cess of any nature will be payable by the Amalgamated Company at the time of replacement of the encumbrance, charge and/or right and the duty and other levies already paid by the Amalgamating Company shall be deemed to have been paid by the Amalgamated Company.
(h) For avoidance of doubt and without prejudice to the generality of the applicable provisions of the Scheme, it is clarified that with effect from the Effective Date and till such time that the name of the bank accounts of the Amalgamating Company would be replaced with that of the Amalgamated Company, the Amalgamated Company shall be entitled to operate the bank accounts of the Amalgamating Company in the name of the Amalgamating Company in so far as may be necessary. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Amalgamating Company after the Effective Date shall be accepted by the bankers of the Amalgamated Company and credited to the account of the Amalgamated Company, if presented by the Amalgamated Company. The Amalgamated Company shall be allowed to maintain bank accounts in the name of the Amalgamating Company for such time as may be determined to be necessary by the Amalgamated Company for presentation and deposition of cheques and pay orders that have been issued in the name of the Amalgamating Company. It is hereby expressly clarified that any legal proceedings by or against the Amalgamating Company in relation to the cheques and other negotiable Instruments, payment orders
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received or presented for encashment which are in the name of the Amalgamating Company shall be instituted, or as the case maybe, continued by or against the Amalgamated Company after the coming into effect of the Scheme.
5.3 Without prejudice to the generality of Section 5.1 above, upon the coming into effect of this Scheme and with effect from the Appointed Date:
(a) All the liabilities including all secured and unsecured debts, as on the Appointed Date, whether in Indian rupees or foreign currency, sundry creditors, contingent liabilities, duties, obligations and undertakings of the Amalgamating Company of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized for its business activities and operations (the "Liabilities") shall, without any further act, instrument or deed, be and the same shall stand transferred to and vested in or deemed to have been transferred to and vested in the Amalgamated Company without any further act, instrument or deed, along with any charge, lien, encumbrance or security thereon, and the same shall be assumed to become as and from the Appointed Date, the debts, liabilities, duties and obligations of the Amalgamated Company and further that it shall not be necessary to obtain consent of any third party or other person who is a party to the contract or arrangements by virtue of which such debts, liabilities, duties and obligations have arisen, in order to give effect to the provisions of this Section. Further, all debts and loans raised, and duties, liabilities and obligations incurred or which arise or accrue to the Amalgamating Company on or after the Appointed Date till the Effective Date, shall be deemed to be and shall become the debts, loans raised, duties, liabilities and obligations incurred by the Amalgamated Company by virtue of this Scheme.
(b) Upon coming into effect of this Scheme, all credit facilities, sanctioned by banks or any other party, whether utilised or not, as on the Effective Date shall stand transferred to and vested in or be deemed to have been transferred to and vested in the Amalgamated Company as if the same were sanctioned to the Amalgamated Company.
(c) Upon coming into effect of this Scheme, the borrowing limits of the Amalgamated Company in terms of Section 180(1)(c) of the Companies Act, 2013 shall be deemed without any further act or deed to have been enhanced by the borrowing limits approved for Amalgamating Company by the Board of Directors of the Amalgamating Company, pursuant to the Scheme, such limits being incremental to the existing limits of the Amalgamated Company, with effect from the Appointed Date.
(d) All other debts, liabilities, duties and obligations of the Amalgamating Company as on the Appointed Date, whether or not provided in the books of the Amalgamating Company, and all debts and loans raised, and duties, liabilities and obligations incurred or which arise or accrue to the Amalgamating Company on or after the Appointed Date till the Effective Date, shall be deemed to be and shall become the debts, loans raised, duties, liabilities and obligations incurred by the Amalgamated
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Company by virtue of this Scheme.
(e) Where any such debts, liabilities, duties and obligations (including contingent liabilities) etc. of the Amalgamating Company as on the Appointed Date have been discharged or satisfied by the Amalgamating Company after the Appointed Date and prior to the Effective Date, such discharge or satisfaction shall be deemed to be for and on account of the Amalgamated Company.
6. PERMITS, CONSENTS AND LICENSES
6.1 All the licenses, permits, quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status, including approval from Development Commissioner, Dahej Special Economic Zone (‘SEZ’) for set up, undertaking operation and availing all facilities and entitlements admissible to a unit in Dahej SEZ and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to the Amalgamating Company, pursuant to the provisions of Section 394(2) of the Act, shall without any further act, instrument or deed, be transferred to and vest in or be deemed to have been transferred to and vested in and be available to the Amalgamated Company so as to become as and from the Appointed Date, the estates, assets, rights, title, interests and authorities of the Amalgamated Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible in law. Upon the Effective Date and until the licenses, permits, quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status are transferred, vested, recorded, effected and / or perfected, in the records of the Appropriate Authority, in favor of the Amalgamated Company, the Amalgamated Company is authorized to carry on business in the name and style of the Amalgamating Company and under the relevant license and or permit and / or approval, as the case may be, and the Amalgamated Company shall keep a record of such transactions.
7. TAXES
7.1 Upon the Scheme becoming effective, all taxes payable by the Amalgamating Company under the Income-tax Act, 1961, Customs Act, 1962, Central Excise Act, 1944, State Sales Tax laws, Central Sales Tax Act, 1956 or VAT/ Service tax etc or other applicable laws/ regulations dealing with taxes/ duties/ levies (hereinafter in this Clause referred to as "Tax Laws") shall be transferred to the account of the Amalgamated Company; similarly all credits for taxes including Minimum Alternate Tax, Tax deduction at source on income of Amalgamating Company, or obligation for deduction of tax at source on any payment made by or to be made by the Amalgamating Company shall be made or deemed to have been made and duly complied with by the Amalgamated Company if so made by Amalgamating Company. Similarly any advance tax payment by the specified due dates in the tax laws shall also be deemed to have been made by the Amalgamated Company if so made by the Amalgamating Company. Any refunds under the Tax Laws due to the
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Amalgamating Company consequent to the assessments made on the Amalgamating Company 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 Amalgamated Company.
7.2 All taxes of any nature, duties, cesses or any other like payment or deductions made by Amalgamating Company to any statutory authorities such as Income Tax, Sales tax, service tax, Custom duty etc. or any tax deduction and collection at source, tax credits under Tax laws, relating to the period after the Appointed Date up to the Effective date shall be deemed to have been on account of or paid by the Amalgamated Company and the relevant authorities shall be bound to transfer to the account of and give credit for the same to Amalgamated Company upon the coming into effect of the Scheme.
7.3 All disallowances under section 43B of the Income-tax Act, 1961, in the hands of the Amalgamating Company, in relation and pertaining to its business, shall be claimed as a deduction under section 43B of the Income-tax Act, 1961 by the Amalgamated Company when the payment is made by Amalgamated Company against such expense. The transfer of the entire business and undertaking shall be considered as succession of business by the Amalgamated Company.
7.4 Upon this Scheme becoming effective, for the period between Appointed date and Effective date, the Amalgamated Company is expressly permitted to revise and file its income tax returns including tax deducted at source returns, service tax returns, excise duty returns, sales tax and value added tax returns, other tax returns (including revised returns) and the returns under the proposed Goods and Service Tax Act or any other applicable law as may be necessary and expressly reserves the right to make such provisions in its returns, and to claim refunds and credits etc. pertaining to the Amalgamating Company notwithstanding that the statutory period for such revision and filing may have lapsed. The Amalgamated Company shall be entitled to claim and be allowed credit or benefits of all tax deduction certificates, advance tax or other tax payments, credits or duty drawbacks or advance licenses or any other credit or benefit of any tax, duty, cenvat, incentive etc. relating to the Amalgamating Company, notwithstanding that such certificates or challans or any other documents for tax payments or credits/benefits etc. may have been issued or made in the name of the Amalgamating Company. Such credit/ benefit shall be allowed without any further act or deed by the Amalgamated Company or the need for any endorsements on such certificates, challans, documents etc. to be done by the issuers or any authority.
8. ENCUMBERANCES
8.1 The transfer and vesting of the assets of the Amalgamating Company to and in the Amalgamated Company shall be subject to the mortgages and charges, if any, affecting the same, as and to the extent hereinafter provided.
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8.2 All the existing securities, mortgages, charges, encumbrances or liens (the "Encumbrances"), if any, as on the Appointed Date and created by the Amalgamating Company after the Appointed Date, over the assets or any part thereof transferred to the Amalgamated Company by virtue of this Scheme and in so far as such Encumbrances secure or relate to any facility, debts or any liabilities of the Amalgamating Company, the same shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Effective Date and as are transferred to Amalgamated Company and such Encumbrances shall not relate or attach to any of the other assets of Amalgamated Company.
8.3 The existing Encumbrances over the assets and properties of the Amalgamated Company or any part thereof which relate to the liabilities and obligations of Amalgamated Company prior to the Effective Date shall continue to relate only to such assets and properties and shall not extend or attach to any of the assets and properties of the Amalgamating Company transferred to and vested in Amalgamated Company by virtue of this Scheme.
8.4 Any reference to the Amalgamating Company in any security documents or arrangements to which the Amalgamating Company is a party and its assets and properties, shall be construed as a reference to the Amalgamated Company and the assets and properties of the Amalgamating Company transferred to the Amalgamated Company by virtue of this Scheme.
8.5 It is hereby provided that all documents executed and/ or filed including but not limited to documents related to charges, encumbrance or right, whether or not registered with any Appropriate Authority (including Registrar of Companies) or any other person as regards the transfer and vesting of assets of the Amalgamating Company, shall be deemed to have been executed and/or filed and/or registered by the Amalgamated Company, and the Amalgamated Company shall not be required to execute and/or perform any further act, instrument or deed separately. It is further clarified that filing of the certified copy(ies) of the order of the High Court sanctioning this Scheme with the Registrar of Companies shall be deemed to be sufficient for modifying or creating the charges in favour of the secured creditors of the Amalgamating Company as against the Amalgamated Company, as applicable, as required as per the provision of this Scheme.
8.6 Further, where any document in case of any encumbrance, charge and/or right created by the Amalgamating Company, is transferred to or replaced by the Amalgamated Company, no duty (including stamp duty), levy and/or cess of any nature will be payable by the Amalgamated Company at the time of replacement and/or modification of the encumbrance, charge and/or right with any Appropriate Authority (including Registrar of Companies) or any other person as the case maybe and the duty and other levies already paid by the Amalgamating Company shall be deemed to have been paid by the Amalgamated Company.
8.7 Upon the coming into effect of this Scheme, the Amalgamated Company alone shall be
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able to perform all obligations in respect of the Liabilities, which have been transferred to it in terms of the Scheme
8.8 It is expressly provided that, save as herein provided, no other terms or conditions of the liabilities transferred to Amalgamated Company is modified by virtue of this Scheme except to the extent that such amendment is required statutorily or by necessary implication.
8.9 The provisions of this Clause shall operate in accordance with the terms of the Scheme, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document: all of which instruments, deeds or writings or the terms of sanction shall be deemed to stand modified and/or superseded by the foregoing provisions.
9. CONSIDERATION AND MODE OF DISCHARGE OF CONSIDERATION
9.1 The entire issued, subscribed and paid-up share capital of Tega SEZ is held by Tega along with its nominee. Upon this Scheme being effective, the entire Issued, Subscribed and Paid-up share capital of Tega SEZ shall, ipso facto, without any further application, act or deed stand cancelled on the Effective Date, no shares of Tega India will be issued or allotted with respect to the equity shares and preference shares held by Tega India in Tega SEZ in consideration for the amalgamation and Tega India’s investment in the entire issued, subscribed and paid-up share capital of Tega SEZ shall stand cancelled in the books of Tega India.
9.2 Upon the coming into effect of this Scheme, the share certificates, if any, of the shares held by Tega India and its nominees in Tega SEZ shall be deemed to be cancelled without any further act or deed for cancellation thereof by Tega India, and shall cease to be in existence accordingly.
10. COMBINATION OF AUTHORISED SHARE CAPITAL
10.1 Upon the Scheme coming into effect, the authorised share capital, including the equity share capital and the preference share capital, of the Amalgamating Company shall stand combined with the authorised share capital of the Amalgamated Company and accordingly the Memorandum of Association of the Amalgamated Company shall automatically stand amended and the words and figures in Clause 6 of the Memorandum of Association shall be substituted to read as follows:
“The Authorised Share Capital of the Company is ` 1,050,000,000 (Rupees One Hundred and Five crores only) divided into 70,000,000 (Seven Crores only) equity shares of ` 10/- each and 35,000,000 (Three Crores and Fifty lakhs only) Preference Shares of ` 10/- each with the power to increase or reduce the Capital of the Company and to divide the shares in the Capital for the time being
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into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, amalgamate or abrogate any such rights privileges or conditions in such manner or may for the time being be provided by the Articles of Association of the Company”.
10.2 The filing fee and stamp duty already paid by the Amalgamating Company on its authorized share capital, which is being combined with the authorized share capital of the Amalgamated Company, shall be deemed to have been paid by the Amalgamated Company and accordingly, the Amalgamated Company shall not be required to pay any fee, additional fee, charges and/ or stamp duty on the authorized share capital so increased. However, the Amalgamated Company shall file the amended copy of its Memorandum of Association and Articles of Association with the Registrar of Companies within a period of 30 days from the Effective Date and the Registrar of Companies shall take the same on record.
10.3 It is hereby clarified that the consent of the shareholders of the Amalgamated Company to the Scheme shall be deemed to be sufficient for the purposes of Section 13, Section 14 or any other applicable provisions of the Companies Act, 2013. No further resolution(s)/ action would be required to be separately passed.
11. ACCOUNTING TREATMENT IN THE BOOKS OF AMALGAMATED COMPANY
11.1 Upon the Scheme becoming effective and with effect from the Appointed Date, the amalgamation of the Amalgamating Company with the Amalgamated Company shall be accounted as per 'the pooling of interest method' prescribed under Accounting Standard 14 - 'Accounting for Amalgamations' issued by the Institute of Chartered Accountants of India and notified by the Central Government.
11.2 All Assets & Liabilities, including reserves, of the Amalgamating Company shall be recorded in the books of account of the Amalgamated Company at their respective book values and in the same form, as appearing in the books of Amalgamating Company as on the Appointed Date.
11.3 With effect from the Appointed Date and upon the Scheme becoming effective, the investment of Amalgamated Company in Amalgamating Company appearing in the books of the Amalgamated Company as on the Appointed Date shall stand cancelled.
11.4 The inter-corporate deposits/ loans and advances/ balances outstanding between the Amalgamating Company and the Amalgamated Company, as on the Effective date shall stand cancelled and there shall be no further obligation in that behalf.
11.5 The difference between the share capital of the Amalgamating Company and investment
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in Amalgamating Company recorded in the books of Amalgamated Company, shall be adjusted to Reserves in the books of the Amalgamated Company.
11.6 In case of any difference in accounting policy between the Amalgamating Company and the Amalgamated Company, the impact of the same till the Appointed Date will be quantified and adjusted in the reserves of the Amalgamated Company to ensure that the financial statements of the Amalgamated Company reflect the financial position on the basis of consistent accounting policy.
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PART III
GENERAL TERMS AND CONDITIONS
12. CONDUCT OF BUSINESS UNTIL THE EFFECTIVE DATE
With effect from the Appointed Date and up to and including the Effective Date:
12.1 The Amalgamating Company shall carry on and be deemed to have been carrying on its business and activities and shall stand possessed of and hold all of the Undertaking for and on account of and for the benefit of and in trust for the Amalgamated Company. The Amalgamating Company hereby undertakes to hold the said assets with utmost prudence until the Effective Date.
12.2 The Amalgamating Company shall carry on its business and activities with reasonable diligence, business prudence and shall not without the prior consent in writing of any of the persons authorised by the Board of Directors of the Amalgamated Company, (i) sell, alienate, charge, mortgage, encumber or otherwise deal with or dispose of the assets comprising the Undertaking or any part thereof or undertake any financial commitments of any nature whatsoever, except in the ordinary course of business (ii) nor shall it undertake any new business or substantially expand its existing business.
12.3 All the profits or income, taxes (including advance tax, tax deducted at source and MAT Credit) accruing or arising to the Amalgamating Company or expenditure or losses arising to or incurred or suffered by the Amalgamating Company, with effect from the said Appointed Date shall for all purposes and intents be treated and be deemed to be and accrue as the profits, incomes, taxes, tax losses, MAT credit, incomes, costs, charges, expenditure or losses of the Amalgamated Company, as the case may be.
12.4 The Amalgamating Company shall not alter its equity capital structure either by fresh issue of shares or convertible securities (on a rights basis or by way of bonus shares or otherwise) or by any decrease, reduction, reclassification, sub-division, consolidation, re-organisation or in any other manner, except by and with the consent of the Board of Directors of the Amalgamated Company.
12.5 The Amalgamated Company shall be entitled, pending the sanction of the Scheme, to apply to the Central Government and all other agencies, departments and authorities concerned as are necessary under any law for such consents, approvals and sanctions which the Amalgamated Company may require to carry on the business of the Amalgamating Company.
13. SAVING OF CONCLUDED TRANSACTIONS
13.1 The transfer and vesting of the entire business and Undertaking of the Amalgamating Company pursuant to this Scheme, and the continuance of proceedings under shall not
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affect any transaction or proceedings already concluded by the Amalgamating Company on or after the Appointed Date till the Effective Date, to the end and intent that the Amalgamated Company accepts and adopts all acts, deeds and things done and executed by the Amalgamating Company in respect thereto, as if done and executed on its behalf.
14. LEGAL PROCEEDINGS
14.1 With effect from the Appointed Date and up to and including the Effective Date, all legal, arbitration, and tax assessment proceedings/appeals of whatsoever nature by or against the Amalgamating Company pending and/or arising on or after the Appointed Date and relating to the Amalgamating Company shall be continued and/or enforced by or against the Amalgamated Company. As and from the Effective Date, the legal, arbitration, and tax proceedings/appeals shall be continued and enforced by or against the Amalgamated Company in the same manner and to the same extent as would and might have been continued and enforced by or against the Amalgamating Company. Further, the said proceedings shall not abate or be discontinued or be in any way prejudicially affected by reason of the Scheme or by anything contained in this Scheme.
15. CONTRACTS, DEEDS, ETC.
15.1 Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all contracts, deeds (including sub-lease deed with Dahej SEZ Ltd.), bonds, letters of credit, guarantees, indemnities, insurances, agreements (including tenancy or lease or hire purchase agreements), memorandums, tender bids, schemes, arrangements, other instruments (including negotiable instruments) or writings or documents of whatsoever nature, whether pertaining to movable or immovable properties or otherwise, to which the Amalgamating Company is a party or obligee or to the benefit of which Amalgamating Company may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect on or against or in favor of the Amalgamated Company. As the case may be, and may be enforced as fully and effectually as if, instead of Amalgamating Company, Amalgamated Company had been a party or beneficiary or obligee thereto or there under.
15.2 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme, all consents, lease, permissions, licenses, certificates, clearances, authorities, power of attorney given by, issued to or executed in favour of Amalgamating Company shall stand transferred to Amalgamated Company, as if the same were originally given by, issued to or executed in favour of Amalgamated Company, and Amalgamated Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to Amalgamated Company. The Amalgamated Company shall intimate, make application/ enter into/ execute any deeds or documents and do all such acts or things which may be necessary to obtain relevant approvals from the concerned Appropriate Authority or any other party, if and as may be necessary in this behalf. Further
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during the pendency of such approvals, from the concerned Appropriate Authority or any other party (as maybe applicable), the Amalgamated Company is authorized to carry on the business in the name and style of the Amalgamating Company and under the relevant licenses and/or permits and/or approvals as the case may be, and the Amalgamated Company shall keep a record and/ or account of such transactions.
15.3 The resolutions if any of the Amalgamating Company which are valid and subsisting on the Effective Date, shall under the provisions of the Act, and all other provisions of applicable law, if any, without any further act, instrument or deed, cost or charge and without any notice or other intimation be and stand continue to be valid and subsisting and be considered as resolutions of the Amalgamated Company and if any such resolutions have any monetary limits approved under the provisions of the Act, then the said limits shall be added to the limits, if any, under like resolutions passed by the Amalgamated Company and shall constitute as the aggregate of the said limits in the Amalgamated Company.
15.4 Upon the Scheme coming into effect, the experience, past track record, qualification criteria and credentials of the Amalgamating Company, including inter-alia, profitability, production, volume, market share etc. for all commercial and regulatory purposes including for the purpose of the eligibility, standing, evaluation and participation in all existing and future bids, tender, contracts of all authorities, agencies, departments, customers and clients shall be deemed to be the experience, track record, qualification criteria and credentials of the Amalgamated Company.
16. STAFF, WORKMEN & EMPLOYEES
16.1 On the Scheme becoming effective, all staff, workmen and employees of Amalgamating Company in service on the Effective Date shall be deemed to have become staff, workmen and employees of Amalgamated Company respectively with effect from the Appointed Date without any break, discontinuance or interruption in their service and on the basis of continuity of service, and the terms and conditions of their employment with the Amalgamated Company shall not be less favorable than those applicable to them with reference to Amalgamating Company, on the Effective Date.
16.2 Further, it is expressly provided that, on the Scheme becoming effective, the gratuity fund and superannuation fund or any other special fund or trusts created or existing for the benefit of the staff, workmen and other employees of Amalgamating Company, shall become the trusts /funds of Amalgamated 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 Amalgamating Company, in relation to such fund or funds shall become those of Amalgamated Company. It is clarified that the services of the staff, workmen and employees of Amalgamating Company, will be treated
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as having been continuous for the purpose of the said fund or funds. This Scheme shall enable the trustees of gratuity fund and superannuation fund trusts to amend their respective trust deeds so as to be in conformity with the requirements of both the labour laws and the income tax laws, as applicable, consequent upon the vesting and transfer of employees to the Amalgamated Company as provided herein, on a continuity of employment basis and on same and/or similar terms and conditions of service.
17. DISSOLUTION OF THE AMALGAMATING COMPANY
17.1 On the Scheme becoming effective, the Amalgamating Company shall stand dissolved without being wound up and without any further act by the parties.
17.2 Upon the Scheme taking effect and after dissolution of the Amalgamating Company, the Board of Directors of the Amalgamated Company is hereby authorized to take steps as may be necessary or desirable or proper to resolve any questions, doubts, or difficulty whether by reason of any order(s) of the Court(s) or any directive, order or sanction of any authority or otherwise arising out of or under this Scheme or any matter therewith.
18. APPLICATION TO THE HIGH COURT
18.1 The Amalgamating Company shall make all applications/petitions under Sections 391 to 394 of the Act other applicable provisions of the Act to the High Court of Gujarat for sanctioning of this Scheme and for dissolution of the Amalgamating Company without winding up under the provisions of Act.
18.2 The Amalgamated Company shall also make all applications/ petitions under Sections 391 to 394 of the Act and other applicable provisions of the Act to the High Court of Calcutta for sanctioning of this Scheme under the provisions of Act.
19. MODIFICATION OR AMENDMENTS TO THE SCHEME
19.1 Amalgamating Company and Amalgamated Company, through their respective Board of Directors (which shall include any committee or person authorized by the said Boards In this regard) may assent from time to time, on behalf of all persons concerned, to any extension, modifications/ amendments to the Scheme (including modification in the Appointed Date) or to any conditions or limitations that the Court and/ or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them. The Amalgamating Company and Amalgamated Company, acting through their respective authorized representatives, be and are hereby authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any other authorities or otherwise howsoever arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith.
19.2 For the purpose of giving effect to this Scheme or modifications or amendments thereof or
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additions thereto, the Board of Directors of the Amalgamating Company and the Amalgamated Company, including any person(s) or committee as may be authorised by the respective Board of Directors on their behalf may give and are hereby authorized to determine and give all such directions as are necessary and such determination or directions, as the case may be, shall be binding on all the parties in the manner as if the same were specifically incorporated in this Scheme.
20. CONDITIONALITY OF THE SCHEME
This Scheme is and shall be conditional upon and subject to:
20.1 The Scheme being approved by the requisite majorities in number and value of such classes of persons including the Members and/ or Creditors of the Amalgamating Company and Amalgamated Company as may be directed by the High Court as may be applicable.
20.2 The Scheme being sanctioned by the High Court(s) under Sections 391 to 394 of the Act and other applicable provisions of the Act.
20.3 Certified copies of the orders of the High Court sanctioning the Scheme being filed with the respective Registrar of Companies by the Amalgamating Company and Amalgamated Company.
21. REVOCATION OR WITHDRAWAL OF THE SCHEME
21.1 The Board of Directors of the Companies shall be entitled to revoke, cancel withdraw and declare this Scheme to be of no effect at any stage if: (i) this Scheme is not being sanctioned by the High Court(s) or if any of the consents, approvals, permissions, resolutions, agreements, sanctions and conditions required for giving effect to this Scheme are not obtained or for any other reason; (ii) in case any condition or alteration imposed by the High Court, shareholders of the Companies or any other authority is not acceptable to the Board of Directors of the Companies; (iii) the Board of Directors of the Companies are of view that the coming into effect of this Scheme in terms of the provisions of this Scheme or filing of the drawn up order with any Appropriate Authority could have adverse implication on all or any of the Amalgamating Company or Amalgamated Company. On revocation, withdrawal, or cancellation, this Scheme shall stand revoked, withdrawn, cancelled and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se between the Companies or their respective shareholders or creditors or employees or any other person, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the applicable law and in such case, each party shall bear its own costs unless otherwise mutually agreed.
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21.2 If any part of the Scheme is invalid, ruled invalid by any court of competent jurisdiction, or unenforceable under present or future laws, then such part shall be severable from the remainder of the Scheme. Further, if deletion of such part of the Scheme may cause the Scheme to become materially adverse to the Amalgamating and/or Amalgamated Company, then in such case the said companies may bring about modification(s) in the Scheme, as will best preserve for these companies the benefits and obligations under the Scheme, including but not limited to such part.
22. COSTS, CHARGES & EXPENSES
22.1 All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of, or incurred in connection with this Scheme and matters incidental thereto, shall be on account of and borne by the Amalgamated Company.
1 ALL THAT piece and parcel of Non-Agricultural land for residential purpose situated, lying and being at Village: Jolva, Taluka: Vagra, Dist. Bharuch, bearing Revenue Survey No. 254 Re-Survey/ Block No. 343 whereupon SAFFRON CITY project is organized out of which Plot No. 163 with construction of GF + FF thereupon admeasuring 1275.00 sq.ft. equivalent to 118.50 sq.mt. Of built up area with proportionate share in land admeasuring 119.85 sq.mtrs. and proportionate undivided share in road admeasuring 42.71 sq.mtrs. and proportionate undivided share in C.O.P. admeasuring 19.42 sq.mtrs. with right of easement of way and other right to use.
On and towards the East : Duplex Bunglow No. 162
On and towards the West : 7.50 mt. wide internal road
On and towards the North : 7.50 mt. wide internal road
On and towards the South : Duplex Bunglow No. 164
2 ALL THAT piece and parcel of Non-Agricultural land for residential purpose situated, lying and
being at Village : Jolva, Taluka : Vagra, Dist. Bharuch, bearing Revenue Survey No. 254 Re-Survey/ Block No. 343 whereupon SAFFRON CITY project is organized out of which Plot No. 188 with construction thereupon admeasuring 1875.00 sq.ft. equivalent to 175.00 sq.mt. of built up area with proportionate share in land admeasuring 126.13 sq.mtrs. and proportionate undivided share in road admeasuring 42.71 sq.mtrs. and proportionate undivided share in C.O.P. admeasuring 20.42 sq.mtrs. with right of easement of way and other right to use.
On and towards the East : 12.00m wide road
On and towards the West : Duplex Bunglow No. 201
On and towards the North : Duplex Bunglow No. 189
On and towards the South : Duplex Bunglow No. 187
Details of Leasehold Land
ALL THAT piece of land known as Plot No. Z/103/J in Dahej SEZ, consisting of Revenue Survey Nos. 379/P, 380/P, 381, 382/P, 385/P, 433/P, 434/P, 435, 436/P, 437/P, 438, 439/P, 440/P, 441/P, 442/P, 464/P, 470/P, NALA within the village limits of Lakhigam, Taluka – Vargra, District – Bharuch containing by admeasurements 98703.09 sq. mtr. (tentative) or thereabout and bounded as follows, that is to say:
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On or towards North by :- 10 Mt. Wide Corridor & SEZ Boundary
On or towards South by :- Plot No. Z/103/I
On or towards East by :- Plot No. Z/103/A
On or towards West by :- 30 Mt. Wide Road & Plot Boundary
Details of Buildings
Building constructed on above land
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TEGA INDUSTRIES (SEZ) LIMITED Corporate Identity Number (CIN) : U25111GJ2010PLC075794
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH (‘NCLT’) CONVENED MEETING OF THE UNSECURED CREDITORS OF TEGA INDUSTRIES (SEZ) LIMITED (‘AMALGAMATING COMPANY’)
Name of the Unsecured Creditor: ............................................................................................................................ Address: ............................................................................................................................................................... E-mail ID: ............................................................................................................................................................. I/We, being the Unsecured Creditor of Tega Industries (SEZ) Limited, of the above named Company, hereby appoint :
as my/our proxy to act for me/ us at the NCLT Convened Meeting of the Unsecured Creditors of the Amalgamating Company, to be held on the 21st day of June at 12 noon at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch – 392130, Gujarat, for the purpose of considering and if thought fit, approving with or without modification, Scheme of Amalgamation between Tega Industries (SEZ) Limited with Tega Industries Limited and at such meeting and any adjournment thereof, to vote for me/ us and in my/ our name(s) ______________ [here, if 'for', insert 'for'; if 'against', insert 'against' and in the latter case, strike out the words below after 'Scheme of Amalgamation'] the said Scheme Amalgamation either with or without modification. [Strike out what is not necessary]
Signed this …………… day of …………………… 2017 Signature of Unsecured Creditor(s) …………………………….. Signature of Proxyholder(s)………………………………
Notes: 1. Please affix revenue stamp before putting signature. 2. Proxy need not be an Unsecured Creditor. 3. Proxy shall not be a minor. 4. Proxy should carry a valid proof of identity like PAN card, Aadhar card, Driving License, Passport, etc. 5. Proxy authorised by an Unsecured Creditor which is a body corporate should carry the true copy of the Resolution passed by the Board of Directors or other governing
body of such body corporate, certified by a Director, Manager, Secretary or other authorised officer of such body corporate, to this effect. Such Resolution should be lodged with the Amalgamating Company at its registered office not later than FORTY EIGHT hours before the time scheduled / fixed for the said Meeting.
6. Alterations, if any, made in the Form of Proxy should be initialed. 7. Proxy must be deposited at the Registered Office of the Amalgamating Company, not later than FORTY EIGHT hours before the time scheduled / fixed for the said
Meeting. 8. In case of multiple Proxies, the Proxy later in time shall be accepted.
PROXY FORM – MGT 11
Affix Revenue
Stamp of ` 1/- here
101
102
TEGA INDUSTRIES (SEZ) LIMITED Corporate Identity Number (CIN) : U25111GJ2010PLC075794
HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH (‘NCLT’) CONVENED MEETING OF THE UNSECURED CREDITORS OF TEGA INDUSTRIES (SEZ) LIMITED (‘AMALGAMATING COMPANY’)
I/ We hereby record my/our presence at the NCLT Convened Meeting of the Unsecured Creditors of the Amalgamating Company, held on the 21st day of June at 12 noon at Plot No. Z/103/J, Dahej SEZ, Phase II, Taluka - Vagra, Dahej, Bharuch – 392130, Gujarat for the purpose of considering, and if thought fit, with or without modification(s), approve and pass resolution in connection therewith as in the notice for approval of the proposed scheme of Amalgamation of Tega Industries (SEZ) Limited with Tega Industries Limited.
Name and address of the Unsecured Creditor
Signature
Name of the Proxy Holder/ Authorised Representative ______________________________________
Signature
______________________________________
Note: Please bring the Attendance Slip duly signed to the meeting and hand it over at the entrance of the Meeting Hall. Duplicate slips will not be issued at the venue of the Meeting
