Annorrrull'. ,L SCHEME OF AMALGAMATION CEIERGER BY ABSORPTION) OF PALAVA DWELLERS PRIVATE LIMITED (TRANSFEROR COMPANY) WITH MACROTECII DEVELOPERS LIMITED (TRANSFEREE COMPANY) AND THEIR RESPECTIYE SIIAREHOLDERS UNDER SECTION 230 TO 232 OF TIIE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT,2013 AN'D RULES FRAMED TIIEREUNDER A. PREAMBLE The Scheme of Amalgamarion (Merger by Absorption) ('Scheme') is presented under section 230 to 232 of the Companies Act, 2013 and other applicable Provisions of the Companies Act, 2013 and rules framed thereunder, for the amalgamation of Paiava Dwellers Private Limited (Hereinafter refened to as'Transferor Company') with Macrotech Developers Limited (l{ereinafter referred to as 'Transferee Company') B. DESCRIPTION OF COMPANIES 1. Palava Dwellers Private Limited ('Transferor Company' or 'PDPL') The Transferor Company was incorporated as a private limited company under the name ,Eisa Trading private Limited, in the srate of Maharashtra on 14ft March, and style of 2017 vide cIN U74999MH2 017PTC2923':1 and a certificate of incorporation was issued b-v the Registrar of Companies, Mumbai. The name of the Transferor Company was subsequently changed to 'Palava Dwellers Plivate Limited' on l" March' 2018 and a certif,rcate of incorporation consequent upon change of name was issued b)' the fresh Registrar of Companies, Mumbai having Corporate Identity Number u701 00MH20l 7PTC2923'.7 t . of real estate development' The Transferor Company is pnmanly engaged in the business 2. Macrotech DeveloPers Limited, (formerly known as Lodha Developers Li a grlt ('Transferee ComPanY' or 'MDL ') was originally incorporated as Prrva day of September 1995 n the companY under the ComPanies Act 1956, on the 25'h z- +ri o a, 3-l "{ name and style of'Lodha Developers Private Limited' vide Corporate Identity Nurnber U45200MH1995PTC093041. On 10'h August, 2009, the Transferee Company was converted inlo a Public Limited Company and its name was changed to 'Lodha Deveiopers Limited'. Subsequently, on I 1th January, 2013 the Transferee Company again got converted into a Private Limited Company and the name of the Transferee Company was changed to 'Lodha Developers Private Limited','and a fresh certificate of incorporation consequent upon change of name was issued by the Regisual of Companies, Mumbai. Thereafter, on l4th March, 2018 the Transferee Company again got converted into a Public Limited Company, and the name was changed to 'Lodha Developers Limited', for which a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai having Corporate Identity Number U45200MH1995PLC093041. Further the Transferee Company changed its name liom 'Lodha Developers Limited' to 'Macrotech Deve)opers Limited' and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai dated 24rh day of May, 2019 The Transferee Company is primarily engaged in the business of real estate development. C, RATIONALE OF THE SCIMME The Transferor Company and the Transferee Company are engaged in similar line of business. Therefore, this Scheme will achieve the following primary benefits: . Synergies arising olrt of consolidation of business, such as, enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources; . Achieving operational effrciencies and management efficiencies; and . Reducing oPerational and compliance cost D. PARTS OFTHESCIM,ME This Scheme is divided into the following pa(s: PART I deals with the definitions, interPretations and share capital; PART II deals with the amalgamation of the Transferor Company with the Transferee Companyl and PART III deals with the general terms and conditions apPlicable to this Scheme ? AN v ftir o-l t.l o CS + a o .,',1il JtsL l: ro? z6 PART I - DEFINITIONS. L\TERPRETATIONS AND SIIARE CAPIT,\L I DEFINITIONS In this Scheme, unless repugnant to the context. the foliowing expressions shall have the following meaning: t.l "Act" or "thc Acf' means the Companies Act, 2013, and ordinances, rules and regulations made thereunder, and shall include any stanrtory modjfications, re-enactments or amendments thereof for the time being in force. References in this Scheme to pafiicular provisions of the Act are references to particular provisions of the Compalties Act, 2013, untess stated otherwise. \.2 "Applicable Law" sha'll mean any statute, notification, bye laws, des, regulations, guidelines, rule of common law, policy, code, directives, ordinance, orders or instructions having the force of law enacted or issued by the appropriare authority including any statutory modification or re-enactment thereof for the time being in force. 1.3 "Appointed Date" means the l"t day of April 2019 or such other date as may be fixed or approved by National Company Law Tribunal, Mumbai Bench 1.4 "Board of Directors" or 'tsoard" means the respective Board of Directors of the Transferor Company or the Transferee Company, as the case may be, and shall include any committee of directors constituted or appointed and authorized for the purposes of matters pertaining to this Scheme and or any other matter relating thereto 1.5 'Effective Date" means the last of the dates on which the certified copies of the orders sanctioning this Scheme, passed by the National Company Law Tribunal at Mumbai, are filed with the Registrar of Companies, Mumbai by the Transferor Company and the Transferee Company. Any references in this scheme to the date of "coming into effect of this Scheme" or "upon the Scheme becoming effective" shall mean the Effective Date' "Transferor Company" means Palava Dwellers Private Limited' a 1.6 pnvate Iimired company incorporated under rhe Companies Act, 2013 on 14'h March, 2017, and having its registered offrce at 412, Floor- 4, l7G Vardhaman Chamber Cawasji Patel Road' Horniman Circle. Fo , Mumbai 400001- 1 .'7 jurisdiction in relation to the Transferor Company and the Transferee ComPany and shall which be deemed to include, if applicable, a reference to such other forum or authority the Acr' may be vested with any of the powers of NCLT to sanction the Scheme under 1.8 "Regi strar of Companies" means the Registrar of Companies, Mumbai' Maharashtr rO (the Scheme" or "this Scheme" means this Scheme of Mer I 1.9 "Scheme" or Absorption in its present form or with any modification(s) made under Clause l6 t tf;s q '* N 1:-\ [] T' i. YmtG ts E N c 3 O1: , -7- Scheme as approved or directed by the NCLT or such other competent authority, as may be applicable. 1 .10 "Transferee Company" means Macrotech Developers Limited, a public limited company incorporated under the Companies Act, 1956 on 25'h September 1995, and having its registered office at 412, Floor- 4, l7G Vardhaman Chamber Cawasji Patel Road, Horniman Circle, Fort, Mumbai 400001, All terms and words rct defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act and other applicable laws, rules, regulations, byeJaws, as the case may be, including any statutory amendment(s), modification(s) or re-enactment(s) thereof, from time to time. 2. DATE OF TAKING EFFECT AND OPERATIVE DATE The Scheme as sct out herein in its present form, or with any modification(s) or amendment(s) approved, imposed or directed by the NCLT shall be effective from the Appointed Date, as defined in Seclion 232(6) of lhe Act, but shall be operative from the Effective Date. 3 SHARE CA?ITAL 3.1 The share capital of the Transferor Company as on 31't March 2019 is as under Amount (in Ils.) Authorised Capital 20,000 Equity Shares of Rs.l0/- each 2,00,000 Total 2,00,000 Issued, Subscribed and Paid-up Capitat 10,010 Equity Shares of Rs.10/- each fully paid-up 1,00,100 Total 1,00,100 Subsequenc to 3l" March 2019, there bas been no change in the caPital structure of the Transferor Company. The Transferee Company holds 98.03% of paid up share capital of the Transferor Company and the balance is held by other individuals 3.2 The share capital of the Transferee ColnPany as on 3'l't Marcb 2019 is as under: Authorised Capital P li Y 1,1 t, 102,58,41,750 Equity Shares ofRs. 10/- each 1025.84,17,5 I 1 1,16,250 Preference Shares of Rs. l0/- each l i,1 1,62,5 c ffif d$ F $, L]I * ta 4 o L8 Total 1036,95,80,000 Issued, Subscribed and Paid-up Capital' 39,58,78,000 Equiry Shares of Rs. 10/- each, tully paid up 395,87,80,000 Total 395,87,80,000 Subsequent to 31't day of March, 2019, there has been no change in lssued, Subscribed and Paid up share capital of the Transferee Company. However, there has been change in the Authorized Share Capital of the Transferee Company. The current Share Capital structure of the Transferee Company as on date is as under : Authorised Capital 1,25,76,41,7 50 Eqvity Shares of Rs. 10/- each 12,57 ,64,1'?,500 1,26,86,250 Preference Shares ofRs. 10/- each 12,68,62,500 Total 12,70,32,80,000 Issued, Subscribed and Paid-up Capital 39,58,78,000 Equ y Shares ofRs. 10/- cach, tutly paid up 395,87,80,000 Total 395,87,80,000 1,9 r, t' C f&, 1;1I 2 lr.fi F L3 PART tr - AI,IALGAMATION OF TTIE TRA.NSFEROR COMPANY WITH THE TRANSFEREE COMPANY 4 TRANSFER AND VESTING OF ENTIRN, BUSINESS OF TIIE TRANSEEROR COMPANY INTO TIIE TRANSFEREE COMPAI.IY 4.1 Subject to the provisions of this Scheme as specified hereinafter and with effect from the Appointed Date and upon the Scheme becoming effective, the entire business of the Transferor Company shall under the provisions of Section 230 to 232 and other applicable provisions, if any, of the Act,.dnd Pursuant to the orders of the Tribunal or other appropriate authority, if any, sanctioning the Scheme shall without any further act, deed, matter or thing stand transfened to and vested in and/or deemed to be transferred to and vested in the Transferee Company so as to become tle proPerties and liabilities of the Transferee Company in accordance with the provisions of Section 2(1B) of the Income- tax Act, 1961. 4.2 With effect from the Appointed Date, the whole of the business of the Transferor Company, as a going concem, including its business, all secured and unsecured debts, 'Iiabilities, duties and obligations and a.ll the assets, rights, titles and benefits, ProPenies, lvhether movable or immovable, real or personal, in possession or reversion, corporeal or incorporea'I, tangible or intangible, present or contingent and including but without being limited to land and building (whether owned, leased, licensed) all fixed and movable plant and machinery, vehicles, fixed assets, work in progress' current assets, inYestments, reserves, provisions, funds, licenses, registrations, copyrights, patents, trademarks and other rights and licenses in respect thereof, applications for copyrights, patents, trademarks, leases, licenses, tenancy rights, premise, ownership flats, hire purchase and iease arrangements, lending arrangements, joint venture agreements, benefits of security a[angements, computers, office equipment, telephones, te]exes, facsimiie connections' communication facilities, equipment and instaliations and utilities, electricity, water and powers' other service connections, benefits of agreements, contracts and arrangements, authorities, permits, allotments, approvals' consents, priviieges, libcrties' advantages' easements and all rights, title, interest, Soodwill, benefit and advantage' deposits' balances accounts reserves, provisions, advances, receivables, deposits, funds' cash' bank tax holidays' tax losses' and all other rights, benefits of all agreements' subsidies, Srants' including under the Income- tax credits lincluding but not limited to benefits of tax relief tax' taxes deducted at tax Act, 1961 such as credit for advance tax, minimum alternate set off' benefits of any unutilis source, etc, benefits under the Sales Tax Act, sales tax of central goo ItiY l,l tt, MODVAT/CENVAT/Service tax credits, unutilised inPut tax credit sewices tax ('CGST'), integrated goods and seryices tax ('ICST')' state go cess ('GST Com r*fl services tax ('SGST'), goods and iervices tax compensation P" gLrl I BA :l: 6 o L E r,i.r ,1 t\:0 t:2 T 3o Cess') etc.l, soffware license, domain / website etc. all files, papers, records engineering and catalogues, data quotations saies / advertisement materials and former customers (price information) / suppliers (credit information) other records whether in physical, electronic form in connection / relating to the Transferor Company and other claims and powers, of whatsoever nature and'wheresoever situated belonging to or in the possession of or granted in favour of or enjoyed by the Transferor Company, whether in India or abroad as on the Appointed Date, shall, under the provisions of sections 230-232 of the Act and all other applicable provisions, if any, of the Act, and without any further act or deed, be transferred to and vested in and / or be deemed to be transfened to and vested in the Transferee Company as a going concern so as to become from the Appointed Date, che business of the Transferee Company and to vest in the Transferee Company all the rights, tide, interest or obligations of dre Transferor Company tllerein. 4.3 With effect from the Appointed Date and upon the Scheme becoming effective, any statutory licences, permissions, approvals, quotas or consents to carry on the respective operations and business of the Transferor Company shall stand vested in or transferred to the Transferee Company without any further act or deed and shall be appropriately mutated by the Statutory Authorities concerned in favour of the Transferee Company. The benefit of all statutory and rdgulatory permissions, factory licences, environmental approvals and consents, sales tax, service tax, excise registrations, CGST, SGST, IGST or other licences and consents shall vest in and shall be in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectually as if instead of the Transferor Company, the Transferee Company had been the Party thereto or the beneficiary or obligee thereof Pursuant to this Scheme. In so far as the various incentives, subsidies, rehabilitation Schemes, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by the Transferor Company, as the case may be, are concemed, tlre same shall vest with and be available to the Transferee Company on the same terms and conditions. 4.4 with effect from the Appointed Date, ali respective debts, liabilities (including contingent Iiabilities), duties and obligations of every kind, nature and description of the Transferor and to Company, shall be deemed to have been transferred to the Transferee Companl' they are outstanding on the Effective Date shall, without any further act' deed' the extent and shall become the matler or thing be and stand transferred to the Transferee Company tiabilities and obligations of lhe Transferee Company which undertakes to meet' the consent discharge and satisfY the same and it shall not be necessary to obtain third paffy or other person who is a party to any contract or arranSement b which such debts, liabilities and obligations have arisen in order to give provisions of this Clause. The Transferee Company shall issudallot n \\ >t '7 a o t- 3l debennrres to the optionally convertible debenture holders of the Transferor Company on the Effective Date. 4.5 Where any of the respective debts, liabilities (including contingent liabilities), duties and obligations of the Transferor Company as on the Appointed Date, deemed to be transferred to the Transferee Company have been discharged by the Transferor Company, after the Appointed Date and prior to the Effective Date, such discharge shali be deemed to have been for and on account of the Transferee Company, and all loans raised and used and all liabilities and obligations incurred by the Transferor Company after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used or incurred for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall also without any furlher act, deed, matter or thing sha]l stand transferred to the Trarsferee Company and shall become the liabilities and obligations of the Tlansferee Company which undertakes to meet, discharge and satisfy the samB and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virh.re of which such loans and liabilities have arisen in order to give effect to the provisions of *ris Clause. 4.6. All the assets and properties which are acquired by thc Transferor Company, on or after the Appointed Date but prior to the Effective Date shall be deemed to be and shall become the assets and properties of the Transferee Company and shall under the provisions of Sections 230-232 afi all other applicable provisions if any of the Act, without any further act, instrument or deed, be and stand Eansferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company upon the coming into effect of this Scheme pursuant to the provisions of Sections 230-232 of lhe Act. 4.i Loans, advances and other obligations if any, due or which may at any time in future become due between the Transferor Company and the Transferee Company shall stand cancelled and there shall be no liability in that behalf on either party. 4.8 The transfer and vesting of the undertakings of the Transferor Company as aforesaid shall be subject to the existing securities, charges, morlgages and other encumbrances if any, subsisting over or in respect of the property and assets or any Part thereof to the extent such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of the Transferor Company. Provided always that this Scheme shall not operate to enlarge the scope of security for any loan, deposit or facility availed of by the Transferor Company and the Transferee Company shall not be obliged to create or p rovide any further or addilional security therefore after the Effective Date or otherwise 4.9 Without prejudice to the provisions of the foregoing clauses and upo n the effective 5NI L1 p, execu this Scheme, the Transferor Colnpany and the Transferee Company shall .fg? instruments or documents.or do all the acts and deeds as may be required' inc the wlr P-9 * 7;r 1-, ,,1, BA \ il o a o I 32^ filing of necessary particulars and./or modification(s) of charge, with the Registrar of Companies, Mumbai to give formal effect to the above provisions. 4.10. The provisions of this Scheme as they relate to the merger of the Transferor Company into Transferee Company, have been drawn up to comply with the conditions relating to "amalgamation" as defined under Section 2(lB) of the Income-tax Act, 1961. if any terms or provisions of the Scherie aie found or interpreted to be inconsistent with the provisions of the said Section of thq Income-tax Act, 1961, at a later date including resulting from an amendment of law or for any other reason whatsoever, the Provisions of the said Section of the Income-tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the Income- tax Act, 1961. Such modification will, however, not affect the other parts of the Scheme. 4.11. Upon the Scheme being sanctioned and taking effect, the Transferee Company shall be entitled to operate a.ll bank accounts related to the Transferor Company and all cheques, drafts, pay orders, direct and indirect tax balances and/or payment advices of any kind or description issued in favour of the Transferor Company, either before or after the Appointed Date, or in future, may be deposited with the Bank of the Transferee Company and credit of all receipts there-under will be given in the accounts of the Transferee CompanY. 5. CONTRACTS, DEEDS AN'D OTIIER INSTRUMENTS 5. I . Upon the coming into effect of this Scheme, and subject to the Provisions of this Scheme, all contracts, deeds, bonds, agreements, approvals / permissions, schemes, insurance policies, indemnities, guarantees, arrangemerts and other instruments of whatsoever nature to which the Transferor Company are a party or to the benefit of which the Transferor company may be eligible, and which arc subsisting oI have effect immediately before the Effective Date, shall continue in fuli force and effect on or against or in favoul of, as the case may be, the Transferee Company, and may be enforced as fully and effectually as il instead of the Transferor Company' the Transferee Company had been a party or beneficiary or obiigee thereto or there under' generality of the foregoing, it is 5.2 For the avoidance of doubt and without prejudice to the clarified that uPon the coming into effect of this Scheme' all consents' permissioos' attorney given by' issued to or licenses, certificates' clearances, authorities' power of executed in favour of the Transferbr Company shall stand transferred to the Transferee given by' issued to or executed in favour of the Company, as if the same were originally Transferee Company and the Transferee Company shall be bound bY the terms thereof, and the riShts and benefits under the same sh the obligations and duties there under, Company shpll rnake appli , available to the Transferee Company The Transferee zo '..o o P t- 6 \: t MU 9 t) o s l't',' lirli 0 5J and do all such acts or things which may be necessary to obtain relevant approvals from the concerned Governmental Authorities as may be necessary in this behalf. 5.3. The Transferee Company, at any time after the Scheme becoming effective, in accordance with the provisions hereof, if so required under any law or otherwise, will execute deeds of confirmation or other writings or arrangements with any party to any contract or arrangement in relation to which the Transferor Company are a party, in order to give formal effect to the provisions of the Scheme. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of tlre Transferor Company and to carry out or perform all such formalities or compliances, referred to above, on behalf of the Transferor Company. 6. STAFF, WORKMEN & EMPLOYEES 6.1 Upon the coming into effect of this Scheme, all employees of rhe Transferor Company shall, become the employees of the Transferee Company, on terms and conditions not less favourable than those on which they are engaged by the Transferor Company and without any interruption of.or break in service as a result of the amalgamation of tbe Transferor Company with the Transferee Company. For the purpose of payment of all retirement benefits, the past services of such employees with the Transferor ComPany shall be taken into account from the date of their appointment with the Transferor Company and such benefits to which the employees are entitled in the Transferor Company shall also be taken into account, and pa.rd (as and when payable) by the Transferee Company. 6.2 The accounts I funds of staff, workmen and employees, past or present, relating to pension and./or superannuation, provident fund, gratuity fund or any other special fund or trusts created or existing for the benefit of staff, workmen and employees of the Transferor Company shall be identified, determined and transferred to the respective Trusts / Funds of the Transferee Company and such employees shall be deemed to have become members of such Trusts / Funds of the Transferee Company. 7. LEGAL PROCEEDINGS 7.1 All suits, appeals or other legal proceedings of $'hatsoever nature are pending by or against the Transferor Company on or before the Effective Date, the same shall not abate or be discontinued or be in any way Prejudicially affected by reason of the Scheme or by anfhing contained in this Scheme, but shall be continued and enforced by or against the Transferee Company in the same manner and to lhe same extent as would or might have . been continued and enforced by or against the Transferor Company, as if this Scheme had not been made. 7.2 The Transferee Company undertakes to have all legal or other proceedings initi against the Transferor Company referred to in Clause 7 1 above transferred in ?A a F 10 51 ' respectively and to have the same continued, prosecuted and enforced by or against the Transferee Company, to the exclusion of the Transferor Company. 8. TA)(ES 8.1 Any tax liabilities under the Income-tax Act, 1961, Wealth Tax Act, 1957, Customs Act, 1962, Central Excise Act, 1944, Maharashtra Va'lue Added Tax Act, 2002, Central Sales Tax Act, 1956, any other state Sales Tax / Value Added Tax laws, Chapter V of Finance Act, 1994, The Integrated Goods and Services Tax Act, 2017, The Central Goods and Services Tax Act, 2017, Maharashtra Goods and Services Tax Act, 2017 and any other state Goods and Services Tax Act, 2017, The Goods hnd Services Tax (Compensation to States) Act, 2017, Stamp Laws or other applicable laws/ regulations (hereinafter in this Clause refened to as "Tax Laws") dealing with taxes/ duties/ levies allocable or related to the business of the Transferor Company to the extent not provided for or covered by tax provision in the Accounts made as on the date immediateiy preceding the Appointed Date shall be transferred to Transferee Company. 8.2 AII taxes (including income tax, wealth tax, sales tax, excise duty, customs duty, service tax, CGST, SGST, IGST, GST Compensation Cess, value added tax ('VAT'), etc.) paid or payable by the Transferor Company in respect of the operations and/or tbe profits of the business on and from the Appointed Date, shall be on account of the Transferee Company and, in so far as it relates to the tax payment (including without limitation income tax, wealth tax, sales tax, excise duty, customs duty, service tax, CGST, SGST' IGST, GST Compensation Cess, VAT, etc.), whether by way of deduction at source' advance tax or self assessment tax or otherwise howsoever, by the Transferor Company in respect of the profits or activities or operarion of the business on and from the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company, and, shall, in all proceedings, be dealt with accordingly 8.3 Any refund under the Tax Laws due to the Transferor Company consequent to the assessments made on the Transferor Company and for which no credit is taken in the accountsasonthedateimmediatelyprecedingtheAppointedDateshallbelongtoandbe received by the Transferee Company. S.4AnytaxholiclayundeltheprovisionsoflncomeTaxAct,196ltowhichtheTransferor and the Company is eligible shall be construed as eligible to the Transferee Company benefit shall be deemed to be available to the Tlansferee company in respect of the profits or activities or oPeration of the business on and from the ApPointed Date 8.5 Any profit already recognized under the accounting method of percentage of completion in the books of accounts of the Transferor Company and considered in taxable Profit on to have ffi, the date immediately preceding the Appoi nted Date shall be deemed trN I L,{ a recognized by the Transferee Company for the putpose of discharge of tax liab for which no credir is taken on the date immediately preceding the Appointed Da f 2 SB P * *q a o t n-l fi U M B \ ll Hi].tlt!f o s o (- 1O_ JJ 8.6 Without prejudice to the generality of the above, all benefits including under the Income Tax Act, 1961, sales tax, excise duty, customs duty, service tax, CGST, SGST, IGST, GSf Compensation Cess, VAT, etc., to which the Transferor Company are entitled to in terms of the applicable Tax Laws of the Union and State Govemments, shall be available to and vest in the Transferee Company. 9. CONDUCT OF BUSINESS IJNTIL EFTECTIVE DATE With effect from the Appointed Date and up to and including the Effective Date: 9. r The Transferor Company,undertake to preserve and carry on its business, with reasonable diligence and business prudence and shall not undertake financial commitments or sell, [ansfer, a]ienate, charge, mortgage, or encumber or otheMisl deal with or dispose of any undertaking or any part thereof save and except in each case: a) if the same is in its ordinary course of business as carried on by it as on the date of . filing this Scheme with the Tribunal: or b) if thesame is expressly perrnitted by this Scheme; or c) if the prior written consent of the Board of Directors of the Transferee Company has been obta'ined. 9.2 The Transferor Company shall carry on and be deemed to have carried on all business and activities and shall stand possessed of atl the assets, rights, title and interest for and on account of, and in fust for dre Transferee Company. 10. SAVING OF CONCLUDED TRANSACTION The transfdr and vesting of the assets, tiabilities and obligations pertaining/relating to the Transferor Company, pursuant to this Scheme, and the continuance of the proceedings by or against the Transferee Company, under Clause 7 hereof shail not affect any transactions or proceedings already completed by the Transferor Company, on and after thg Appointed Date to the end and intent that the Transferee Company accepts all acts, deeds and things done and executed by and/or on behalf of the Transferor Company, as acts, deeds and things done and executed by and on behalf of the Transferee Company' 11. CONSIDERATION 1r.1 upon this Scheme becoming effective and in consideration of the tlansfer and vesting of all assets and liabilities of tbe Transferor Company into the Transferee Company in accordance with this Scheme, the Transferee Company shall issue and allot to every shareholder of the Transferff Company (other than shares held by the Transferee Company), holding fully paid up equity shares in the Transferor Company and whose names appear in the register of members of Transferor Company on the Record Date or to such of their he'irs, executors, administrators or the successors-in-title, red w t$'{ preference shares in the following share exchange ratio: +"1 r 5 'L ,,, ry- i) 3 l'1 IJ 3t: "54,696, 7Va Nort-Cumulative Redeemable Preference S/rares ('N.CRPJ') of INR 10/- each fully patd up of MDL to be issuerl for every I (One) Equity share of NR 10/- each leld by the equity shareholders (other than MDL) of PDPL." 11.Z Terms of Issue of Non-Cumulative Redeemable Preference Share (a) Face Value The NCRPS issued shall have face value of Rs. 10. (b) Coupon The NCRPS shall subject to the provisions of the Articles of Association of the Transferee Company and the Act, confer the holders of NCRPS a right to fixed preferential dividend of 77o per annum in prioriry to the equiry sha.reholders. Dividend shall be payable annually. (c) Voting Rlghts The holder of the NCRPS shall have right to vote in general meeting of the Transferee Company in accordance with section 47 of the Companies Act, 2013. (d) Redemption The NCRPS issued shall be redeemable at par i.e. Rs. l0 per share, on the expiry of 3 years from the date of allotment. (e) Taxation All payments in respect of the redemption of NCRPS shall be made post any deduction of withholding taxes as may be applicable. (D Winding Up In the event of winding up of the Transferee Company, the holders of the NCRPS shallhavetherighttoleceiveofthepaidupcapitalandarrearsofdividend,whether declared or not, upto the commencement of winding up, in priority to any paid up capitalontheequitysharesbutshallnothaveanyfurtherrightstoparticipateinthe profits of the asses of the Transferee Company. 'l 1.3 The issue and allotment of NCRPS to the shaleholders of PDPL, as provided in this Scheme,sha]lbedeemedtobemadeincompliancewiththeprocedureiaiddownunder the Act lNY t,q U/ z '4. ? o + *,4 .+ 1 13 o rof 3t 11,.4 In the event of there being any pending share transfer, whethe.r lodged or outstanding, of any shareholder of the Transferor Company, the Board of Directors or any Committee thereof of the Transferor Company shall be empowered even subsequent to the Effective Date, to effectuate such transfer as if such changes in the registered holder were operative from the Effective Date, as the case may be, in order to remove any difficulries arising on account of the transfer of shares. I 1.5 The Transferee Company shall and to the extent required, increase or alter its Authorized Share Capital to facilitate the issue of NCRPS, as the case may be under this Scheme. 1 1.6 The issue and allotment of NCRPS by the Transferee Compauy to the shareholders of the Transferor Company is an integral part of this Scheme and sball be deemed to have been carried out without any fufiher act or deed and the approval of the shareholders of the Transferee Company to the Scheme shall be deemed to be due compliance of the provisions of Sections 55 and 62 and other relevant or applicable provisions of the Act. 12. ACCOUNTING TREATMENT IN TIIE BOOKS O[ THE TRANSTfEREE COMPANY 12.1 Upon the Scheme becoming effective, the Transferee Company shall account for the merger of the Transferor Company in its books of accounts with effect from the Appointed Date as per "Pooling of Interest Method" provided in Appendix C of Indian Accounting Standard 103 (Business combinations of entities under common contlo]) notified under the provisions of the Companies Act, 2013. It would inter alia include the following: 12.2. All the asses, liabilities and reserves in the books of the Transferor ComPany shall stand transferred to and vested in the Transferce Company pursuant to the Scheme and shall be recorded by the Transferee Company at their carrying amount as appearing in the books of the Transferor CompanY. 12.3 Inter-company balances, loans and advances, investments and transactions if any, shall stand cancelled. 12 4 The difference between the amount of 770 Non Cumulative Redeemable Pleference Share capital issued as consideration including investment in the equity shales of Transferor Company, as appearing in the books of Transferee Company, and the equity share caPital of the Transferor Company shall be transferred to Capital Reserve' 12.5 In case of any differences in the accounting policies between the Transferor C trNY Lzt It and the Transferee Company, the impact of the same till the Appojnted Date o 9 PA u U a D ,d * f.l UJ 14 N] llAl I + rot 38 will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies. 13. AGGREGATION OF AUTIIORISED SIIARE CAPITAL 13.1 Upon this Scheme becoming effective, the authorized share capital of the Transferor Company shall stand consolidated and vested in and be merged with the authorised share capital of the Transferee Company without any further act, instrument or deed on the part of the Transferee Company, inciuding without payment of stamp duty and fees payabie to Registrar of Companies, and lhe Memorandum of Association and Articles of Association of the Transferee Company (relating to the authorised share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, pursuant to Section 13, Section 14, Section 61 and Section 232(3Xi) respectively of the Act or any other applicable provisions of the Act, as the case may be and for this purPose the stamp duties and fees pald on the authorised share capital of the Transferor Company shall be utilised and applied to the increased authorised share capital of the Transferee Company and no payment of any extra stamp duty and./or fee shall be payable by the Transferee Company for increase in the authorised share capital to that extent. Further, in the event of ary increase in the authorised share capital of Transferor Company and./ or Transferee Company before the Effective Date, on sanctioning of the any other Scheme by the NCLT, such increase shall be given effect to while aSSregating the authorised share capital. 13.2 Consequent upon the amalgamation, the authorised share capital of the Transferee Company will be amended,/ altered/ modified as under: Authorised Share Capital Amount in Rs. 1,25,76,61,750 Equity Shares of Rs. 10i- each 12,57,66,17,500 i,26,86,250 Preference sbares ofRs. 10/-each 12.68,62,500 Total 12.70,34,80,000 13.3 It is clarified that rhe consent of the shareholders to the scheme shall be deemed to be sufficient for the purposes of effec trng this amendment, and no further resolulion(s Sections 13, l4 and 61 of the Act or any other applicable P rovisions of the A tl) required to be separately passed .T z o l. N PA 2l- o o' -1 it ,_, i1 v lrl 15 H li' I OF\ 31 PART III - GENERAI- TER]\{S AND CO\A)ITIONS 14. DISSOLUTION OF THE TRANSFEROR COMPANY WITHOUT WIN'DING UP The Transferor Company shall be dissolved. without winding up, on an order made by the NCLT under section 230 of the Act. 15. APPLICATION(S) TO NCLT The Transferor Company and the Transferee Comparry shall make, as applicable, joiot or separate applications / petitions, under section 230 lo 232 and other applicable provisions of the Act to the NCLT.for seeking approval of this Scheme and for dissolution of the Transferor Company. 16. MODTFICATIONS/ AME]\IDMENTS TO TIIE SCHEME 16.1 Subject to approval of the NCLT, the Transferor Company and"/or the Transferee Company, through their respective Board of Directors, may consent, on behalf of all persons concemed, to any modifications/amendments to the Scheme or to any conditions . or limitations that the NCLT may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them (i,e. the Board of Directors) and . solve all difficulties lhat may arise for carrying out the Scheme and do all acts, deeds and things necessary for putting the Scheme into effect. 16.2 For the purpose of giving effect to this Scheme or to any modification thereof, the Board of Directors of the Transferee Company may give and are authorised to give such . directions including directions for settling any question of doubt or difficulty that may anse. 16.3 In ihe event of any of the conditions imposed by the Tribunal or other authorities, which the Transferor Company and/or the Transferee Company may find unacceptable for any reason, in whole or in part, then tbe Transferor Company and/or the Transferee Company are at liberty to withdraw the Scheme. 17. CONDITIONALITY OF TI{E SCIIEI\,M The Scheme is conditional upon and subject to the following: 17.1 The Scheme being approved by the requisite majorities of the respective members and creditors of the Transferor Company and the Transferee Company or dispensing the meetings, as may be directed by the NCLT. l'1.2 The sanction of the Scheme by NCLT under the provisions of Sections 230 lo 232 Act in favour of Transferor Company and Transferee Company' as the case 4 2 2 No o F c, A ) { i6 m