sajjan india limited · 2017 filed by sajjan india limited("transferee/ firstapplicant...

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SAJJAN INDIA LIMITED

BEFORE THE NATIONAL COMPANY LAW TRIBUNALBENCH, AT MUMBAI

COMPANY SCHEME APPLICATION NO. 914 OF 2017

In the matter of the Companies Act, 2013;

AND

In the matter of Sections 230 to 232 of theCompanies Act, 2013 and other relevantprovisions of the Companies Act, 2013;

AND

In the matter of the Scheme of ..Amalgamation of Sajjan SpecialtyLimited,Agrasen Impex Private Limited andAgrasen Dyes & Intermediates PrivateLimited with Sajjan India Limited and their".respective shareholders.

Sajjan India Limited, a limited companyincorporated under the Companies Act, 1956having its Registered Office at Matulya Centre"A", #2, Ground Floor, Senapati BapatMarg, Lower Parel, Mumbai - 400 013,Maharashtra, India.

))))))... Applicant Company'

,,- -,

r~:~:J;;!f ~J, i t , ~~: :.~:._: ~<,t:~JTo,Secured Creditor (S)

Dear Sir,

Notice to Secured Creditors Ji

Notice is hereby given that by an order dated 16th October 2017 the Mumbai Bench of theNational Company Law.Tribunal has directed the Applicant Company to issue notice toall its Secured creditors under section 230(3) of the Companies Act, 2013 with a directionto submit their representations, if any, in connection with the Scheme of Amalgamationof Sajjan Specialty Limited, Agrasen Impex Private Limited and Agrasen Dyes &Intermediates Private Limited with Sajjan India Limited and their respective shareholderswhich, provides for Amalgamation of Sajjan Specialty Limited,Agrasen Impex PrivateLimited and Agrasen Dyes & Intermediates Private Limited with Sajjan India Limited (asdefined in the Scheme) under Sections 230-232 of the Companies Act, 2013 (hereinafterreferred to as the "Scheme").

'---~

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SAJJAN INDIA 'LIMITED E-nl<~~~_ieIN

A copy of the Scheme of Amalgamation alongwith other relevant annexures is enclosed.Copies of the same can also be obtained free of charge at the registered office of theCompany.

You as an secured creditor of the Applicant Company may submit your representation, ifany, in connection with the proposed Scheme of Amalgamation to the National CompanyLaw Tribunal, Mumbai Bench, 6th Floor, Fountain Telecom Building No.1, Near CentralTelegraph, M.G. Road Mumbai-400001. Copy of the representations shall simultaneouslybe sent to the Applicant Company. •

\~~{O~Dated this 23rd day of October 2017 Chairperson appointed for the meeting

Rajkumar Seksaria

Registered Office:Matulya Centre "A", #2, Ground Floor, Senapati Bapat Marg, Lower Parel, Mumbai- 400013, Maharashtra, India.

DIN-02604654

Notes:The Notice will be displayed on the website of the Company _

1.1


BEFORE THE NATIONAL COMPANY LAW TRIBUNALBEN<;:H,AT MUMBAI


In the matter of the Compan ies Act, 2013 (18 of2013);

AND

In the matter of Sections 230 to 232 of theCompanies Act, 2013 and other relevantprovisions of the Companies Act, 2013;

ANDIn the matter of the Scheme of Amalgamation ofSajjan Specialty Limited,Agrasen Impex PrivateLimited and Agrasen Dyes & IntermediatesPrivate Limited with Sajjan India Limited andtheir respective shareholders.

Sajjan India Limited, a limited company')incorporated under the Companies Act, ]956 )having its' Registered Office at Matulya )Centre "A", #2, Ground Floor, Senapati )Bapat Marg, Lower Parel, Mumbai - 400 )013, Maharashtra, India. ) ...Applicant Company,~

~~~~~To, ( . ''',Ii .:,,'f:) \Unsecured Creditor (S) ....( '\'i~~PC:,',' "'''':'0':~?~) ~

:A. i ..C-,' \ ~ .\ ,~,;,}- J ~\ t, \ " . , ' ,-, , .- , .""I., r~. v-v ./ ~ j .\.. . ) :(:~Dear Sir, 0 \ l-fjG:J

~,0 '-\. ,_,.;r.j,..< ~'"'' ,_./. '." "?~. .'Notice to Unsecured Creditors . O~ ~~~/ '

Notice is hereby given that by an order dated 16th October 20] 7 the Mumbai Bench of theNational Company Law Tribunal has directed the Applicant Company to issue notice to allits Unsecured creditors under section 230(3) of the Companies Act, 2013 with a direction tosubmit their representations, if any, in connection with the Scheme of Amalgamation ofSajjan Specialty Limited, Agrasen Impex Private Limited and Agrasen Dyes & IntermediatesPrivate Limited with Sajjan India Limited and their respective shareholders which, providesfor Amalgamation of Sajjan Specialty Limited,Agrasen Impex Private Limited and AgrasenDyes & Intermediates Private Limited with Sajjan India Limited (as defined in the Scheme)under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the"Scheme").


A copy of the Scheme of Amalgamation alongwith other relevant annexures is enclosed.Copies of the same can also be obtained free of charge at the registered office of theCompany.

You as an Unsecured creditor of the Applicant Company may submit your representation, ifany, in connection with the proposed Scheme of Amalgamation to the National CompanyLaw Tribunal, Mumbai Bench, 6th Floor, Fountain Telecom Building No.1, Near CentralTelegraph, M.G. Road Mumbai-400001. Copy of the representations shall simultaneously besent to the Applicant Company. "

Dated: this 23rd day of October 2017. Chairperson appointed for the meetingRajkumar Seksaria

Registered Office: .Matulya Centre "A", #2, Ground Floor, Senapati Bapat Marg, Lower Parel, Mumbai-400013, Maharashtra, India.

Notes:The Notice will be displayed on the website of the Company _

w

BEFORE THE NATIONAL COMPANYLAW TRIBUNALBENCH, AT MUMBAI


In the matter of the Companies Act, 2013 (18 of2013);

ANDIn the matter of Sections 230 to 232 of theCompanies Act, 2013 and other relevant provisionsof the CompaniesAct, 2013;

ANDIn the matter of the Scheme of Amalgamation ofSajjan SpecialtyLimited and Agrasen Impex PrivateLimited and Agrasen Dyes & Intermediates Pvt Ltdwith . Sajjan India Limited and their respectiveshareholders.

Sajjan India Limited, a public limited companyincorporated under the Companies Act, 1956 havingits Registered Office at Matulya Centre "A", 2,Ground Floor, Senapati Bapat Marg, Lower Parel,Mumbai - 400013

)))))) First Applicant Company

Notice of the meeting of equity shareholders of the Applicant Company

To,

Equity Shareholder(s)

Notice is hereby given that by an order dated October 16, 2017 the Mumbai Bench of the NationalCompany Law Tribunal has directed a meeting to be held of the equity shareholders of the saidApplicant company for the purpose of considering, and if thought fit, approving with or withoutmodification, the arrangement (i.e. Scheme of Amalgamation of Sajjan Specialty Limited andAgrasen Impex Private Limited and Agrasen Dyes & Intermediates Pvt Ltd with Sajjan IndiaLimited and their respective shareholders) proposed to be made between the Transferor Companiesand equity shareholderof the Applicant Company aforesaid.

In pursuance of the said order and as directed therein further notice is hereby given that a meeting ofthe equity shareholders of the said Applicant Company will be held at Matulya Centre "A", 2,Ground Floor, SenapatiBapat Marg, Lower Parel, Mumbai - 400013 on 30th day of November, 2017at 10:00 A.M. at which time and place the said equity shareholdersare requested to attend.. .~

Copies of the said arrangement (i.e. Scheme of Amalgamation of Sajjan Specialty Limited andAgrasen Impex Private Limited and AgrasenA~~@§.&Intermediates Pvt Ltd with Sajjan IndiaLimited and their respective shareho~d.~r~).,.iffitl~(..lhc?statementunder section 230 can be obtainedfree of charge at the registered o_mq~~of't?ecorripaiiy.~·lt~e office of its Advocates, Jupiter Legal,Office.No. 207, 2nd Floor, Un\tetf;Busmess Park,Ro~t1'~. II, Wagle Estate, Thane (West) -400604. Persons entitled to atteifd~a!ldvote at the me1;tJp.~m~ votein person or by proxy, providedthat all proxies in the prescrJp.~ f(l~n ar~ deposii~4~~t)',tI1~registered office of the ApplicantCompany at Matulya Centre "~",' ,4, Ground Floor; Senapjitif,BapatMarg, Lower Parel, Mumbai -400013 not later than 48 hours ~foie. \he meeting. ',' .J.:

Forms of proxy can be had at the registeredoffi~_:of the App,l,i£.'lntCompany.

~I

The Tribunal has appointed Mr. Raj kumar Seksaria and failing him, Ms. Priyanka MadhavprasadAgarwal as Chairperson of the saidmeeting. The above mentioned amalgamation, if approved by themeeting,will be subject to the subsequent approval of the Tribunal.

Dated this 24th day of October, 2017

ChairpersonapPointe~ f\~ibi ,~

Raj kumar Seksaria ~ -

BEFORE THE NATIONAL COMP ANY LAW TRIBUNALBENCH, AT MUMBAI


In the matter of the Companies Act, 2013;AND

In the matter of Sections 230 to 232 of theCompanies Act, 2013 and other relevant provisionsof the Companies Act, 2013;

ANDIn the matter of the Scheme of Amalgamation ofSajjan Specialty Limited and Agrasen Impex PrivateLimited and Agrasen Dyes & Intermediates Pvt Ltdwith Sajjan India Limited and their respectiyeshareholders. "\,~...~....

Sajjan India Limited, a public limited company )incorporated under the Companies Act, 1956 )having its Registered Office at Matulya Centre "A", )2, Ground Floor, Senapati Bapat Marg, Lower )Parel,Mumbai - 400013. )

) First Applicant Comp~p.y

Explanatory Statement under Section 230 of the Companies Act, 2013 read wtih Rule 6 of theCompanies (Compromises, Arrangements and Amalgamations) Rules, 2016

1. Pursuant to an Order dated October 16,2017 passed by the Hon'ble National Company.LawTribunal,Mumbai Bench ("NCLT"/ "Tribunal") at Mumbai in Company Scheme Application No. 914 of2017 filed by Sajjan India Limited ("Transferee/ FirstApplicant Company"), a meeting of theequity shareholders of the Applicant Company shall be convened and held at Matulya Centre "A", 2,GroundFloor, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 on November 30, 2017 at 10:00A.M. for the purpose of considering and if thought fit, approving, with or without modification(s), thearrangement embodied in the proposed scheme of amalgamation of Sajjan Specialty Limited("Transferor Company No.1") and Agrasen Impex Private Limited ("Transferor Company No.2") and Agrasen Dyes & Intermediates Private Ltd ("Transferor Company No.3") (All TransferorCompanies shall be collectively referred to as "Transferor Companies") with the ApplicantCompany and their respective shareholders("$cheme" or "Scheme of Amalgamation"). A copy ofthe Scheme setting out details of parties involved in the proposed Scheme, appointed date etc. isattachedherewith and forms a part-ofthis NoticelExplanatory Statement.

2. The details of the amalgamationare captured in the schemeattached with the Notice.3. The Scheme captures the details of the Applicant Company including name, date of incorporation,

type of company, registered office address, main business carried on by the Applicant Company,details of capital structure of the Applicant Company including authorized, issued, subscribed andpaid up share capital.

4. The PermanentAccountNumberof the Applicant Company iJ AAACS6498M ~~~5. The Corporate IdentificationNumber of the Company is U5l~00MHI983PLC030874. /.,.. ~/ _ ,,~

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6. The summary of main objects of the Applicant Company as per the memorandum of association is asfollows:i. "To buy, sell, import, export, manipulate, trade,prepare and deal in all types of merchandise,

products, substances, commodities, articles and things such as textiles, garments, hosieryproducts, electrical goods, electronic goods, engineering goods, hardware, building materials,agricultural produce, ships , crafts, automobiles, vessels, plastic, rubber, chemicals,pharmaceuticals, ferrous and nonferrous metals, iron, steel , furniture, spices, jewellery,grocery or any otherproducts and generally to act as exporters and general merchants

ii. To buy,sell, import, export, distribute, process, repair maintain or otherwise deal in textile,readymade garments, colour and chemicals, plant and machinery, instrument, accessoriesincluding electric motors, dynamos,generators, switch gears.

iii. To manufacture, buy, sell, import, export, distribute, repair, maintain, exchange or otherwisedeal in machines; equipments, instruments, goods, raw materials, chemicals and accessories,and allied things including electric motors, dynamos, generators, switch gears, electric wiring,electric accessories, power cables, transformers, moving coil, .head receivers and otherequipments, as may be necessaryfor the business of the company or otherwise.",

7. The name and address of the Directors of the Applicant Company are as follows:Sr. Name of the Director AddressNo.1. Shri Madhav Prasad Aggarwal 15-B, Darbhanga Mansion, 3rd Floor,12 Carmichael

Road, Mumbai -40.0026.2. Miss Priyanka M Agarwal Matulya Centre 'A', #2, Ground Floor, Senapati Bapat

Marg, Lower Parel, Mumbai- 400013.3 Shri Raj Kumar Seksaria 2501, A Wing, Sky Flama, Dosti Flamingos, T. J.

Road, Sewree, Mumbai-400015.4 Shri Sanjay Jhunjhunwala 5B, Judges Court Road, Alipore, Penn Court, Kolkata-

700027.5 Shri Sudip Kumar Nanda 528/2, 'CH', Sector-8, Gandhinagar - 382008.

8. The name and address of the Promoters/Shareholders of the Applicant Company are as follows:Sr. Name of the Promoter AddressNo.1. Agarwal Marketing Pvt. Ltd. Matulya Centre 'A', #2, Ground Floor, Senapati Bapat

Marg, Lower Parel, Mumbai- 400013.2. Mis Priyata International Matulya Centre 'A', #2, Ground Floor, Senapati Bapat

Marg, Lower Parel, Mumbai- 400013.3. Shri Madhav Prasad Aggarwal 15-B, Darbhanga Mansion, 3rq, Floor, 12 Carmichael

,""''''- Road, Mumbai -400026.4. Mis Om Intercontinentalj, Matulya Centre 'A', #2, Ground Floor, Senapati Bapat

"'.~'~~. ,,:<~• ' __r.- o ,' •• , \ •

Marg, Lower Parel, Mumbai- 400013 .~ I ) •.~- .:~.- . ~

5 Sajjan Ovefs~as J>vt.-Lt(C~·+-. " r.¥\atulya Centre 'A', #2, Ground Floor, Senapati Bapat(. .('"." ..\i' '\ M~g, Lower Parel, Mumbai- 400013.

6 SnU Sushama M. Agarwal .. 1:t'13, Darbhanga Mansion, 3rd Floor,12 Carmichael. ,

'R6a:d,Mumbai -400026 .7 Miss Priyanka M. Agarwal l~-B, Darbhanga Mansion, 3rd Floor,12 Carmichael

Rb;id, Mumbai -400026.8 Smt Manisha Saraf .Saraf Bhavan, Jatindra Avenue, Calcutta - 700006. -----.

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9. The email address of the Applicant Company is [email protected] and its website address iswww.sajjan.com

10. During the last five years, there has been no change in the name, registered office and main objects(which are summarized above) of the Applicant Company.

11. It may be noted that the Applicant Company is a public limited company and its securities are notlisted on any stock exchange.

12. It may be noted that except for the some common shareholding in Transferor Company No.1,TransferorCompanyNo.2, Transferor CompanyNo.3 and the Applicant Company, no relationshipsubsistsbetween the parties to the Scheme.

13. The proposed amalgamation of Transferor Company No.1 and Transferor Company No.2 andTransferor Company No. 3 with the Applicant Company and their respective shareholders will besuch that all the assets and liabilities of Transferor Company No. 1 and Transferor CompanyNo.2and Transferor Company No.3 would be transferred to and vested in the ApplicantffransfereeCompanyas explained in the Scheme.

14. The Board of Directors of the Applicant Company namely . Mr. Rajkumar Seksaria, Mr MadhavPrasad Aggarwal, Mr. Sudip Kumar Nanda, Ms. Priyanka Madhavprasad Agarwal and Mr. SanjayJhunjhunwalahave at their meeting held onAugust 4, 2017 unanimously approved the Scheme.

15. For the purpose of the Scheme the appointed date is 1st April, 2017 and Effective date has beendefined as "With effect from the Appointed Date and on the Scheme becoming effective, theTransferorCompanyNo.1, Transferor CompanyNo.2 and Transferor CompanyNo.3, shall standdissolved without being wound up" and wherein Effective date shall be the last of the dates onwhich the certified copies of the Orders of the NCLT approving this Scheme of Amalgamation arefiled with thejurisdictional registrar of companies by the respective Applicant Companies after thenecessary consents, approvals, permissions, resolutions, agreements, sanction and orders areobtained".

HiThe share exchange ratio is not applicable as the Transferor Company No.1, 2 & 3 are whollyowned subsidiary of the Transferee Company and no shares (whether equity or otherwise) of theTransfereeCompany shall be allotted in lieu of or exchange for holding of the shares (whether equity

, or otherwise) in the Transferor Companies by the Transferee Company and the share capital of the\ Transferor Companies shall stand cancelled and deemed to be cancelled and extinguishedwithoutJ any further act or deed with effect from 'the Appointed Date, therefore, no valuation report has been

made by the concernedTransferee or TransferorCompanies.I t is submittedthat the interests of the shareholders of the Transferor Companies will not be affected

since the Applicant! Petitioner/ Transferee Company is a holding company of the TransferorCompaniesand all the shares in the Transferor Companies shall stand cancelled and extinguished.

18. It is further provided that the propose~ Schemedoes not contemplate any corporate debt restructuri~gexercise.

19. It is informed that the proposed Scheme has been filled in the appropriate with the Registrar ofCompanies.

20. The rationale and benefit of the pro ..9l\~~ e been duly provided for and captured in theSchemeattachedwith this notice/ ~tory-sta~~lft: also in the Company SchemeApplicationNo. 914 of2017 filed with NC ,Ji:fiiilibaiBench.'··,\ .

21. As on 31st March, 2017 there. re {~two~.~ew_i·§~\9\~$'r of the First Applicant Com~any of thevalue of Rs. 38.35 Crores an•. ., ~'-31St ·k.u~1fr~Pll7)the are 2 (two) Secured Creditors of theFirst ApplicantCompany oft', valul6fRs:~b6~~Wlfe~ -e ~

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22. As on 31st March, 2017, the amount due to unsecured creditors of the Applicant Company isRs.56.43 Crores and as on 31st August, 2017 amount due to unsecured creditors of the ApplicantCompany is Rs.62.38 Crores.

23. The Scheme does not have a prejudicial effect on the key managerial personnel, directors, promoters,non-promoter members, creditors, employees of the Applicant Company, as no sacrifice or waiver is,at all, called from them nor are their rights sought to be modified in any manner.

24. None of the Directors, Promoters, Key Managerial Personnel, Creditors and Employees of theApplicant Company respectively have any material personal interest in the Scheme, save to the extentof shares held by the Directors in the Applicant Company, if any.

25. No investigation proceedings have been instituted or are pending in relation to the ApplicantCompany under the Companies Act, 2013 or any other legislation.

26. The following documents are available for obtaining extract from or for making or obtaining copiesof or for inspection by the equity shareholders of the Applicant Company at the Registered Office ofthe Company upto one day prior to the date of the Meeting between 11.00 am. to 5.00 p.m. on allworking days (except Saturdays, Sundays and public holidays):a. financial statements as required under Section 232 (2) of the Companies Act, 2013 read with

Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016including latest audited financial statements / provisional financial ~tatements of the ApplicantCompany;

b. copy of the Order of the Tribunal dated October 16, 2017 passed in Company SchemeApplication No. 914 of 2017 directing the convening of meeting of the equity shareholders anddispensing with the meeting of the secured and unsecured creditors of the Applicant Company;

c. copy of the scheme of amalgamation; andd. the certificate issued by the auditor of the Applicant Company to the effect that the accounting

treatment proposed in the Scheme is in conformity with the Accounting Standards prescribedunder section 133 of the Companies Act, 2013.

27. It is further provided that there are no other contracts or agreements that are material to the proposedScheme.

28. It is confirmed that the copy of the draft Scheme has been filed with the Registrar of Companies,Mumbai. In compliance with the requirement of Section 230(5) of the Companies Act, 2013 and Rule6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notice in theprescribed form and seeking approvals, sanctions or no-objections shall be served to the concernedregulatory and government authorities for the purpose of the proposed Scheme. No other approvalsfrom regulators or governmental authorities are required at this stage nor any have been received orare pending in respect of the proposed Scheme.

29. In view of the information provided hereinabove and the documents attached alongwith this Noticeand Explanatory statement, t!Mtteqtii'reili&ilfS~f_Section232(2) of the Companies Act, 2013 have been

/' . .1" .: •. " '. " "compliedwith. /;,-;~,t- .' - " ~".!/.f -.,_ \,\

30. A copy of the Scheme-and Explanatory Stat~me~ and form of proxy may be obtained from the,1;.-'_' " - ~. _":, ~ .•

Registered Office of W~Company at Matulya Centre "A", 2, Ground Floor, Senapati Bapat Marg,Lower Parel,Mumbaii!'4000J3. < •

31. The person to whom this notice is sent may vote in the meeting either in person or proxy.

, .


Registered Office: Matulya Centre "A", 2, Ground Floor, Senapati Bapat Marg, Lower Parel, Mumbai(C~:U51900~1983PLC030874)

Report under Section 232 (2) (c) adopted by Board of Directors ofSaiian India Limited

Scheme of AmalgamationlMerger (Copy of Scheme attached) provides for the amalgamation/merger

of Sajjan Specialty Limited -Transferor Company No 1, Agrasen Impex Private Limited-Transferor

Company No 2 and Agrasen Dyes & Intermediates Private Limited- Transferor Company No 3 with

Sajjan India Limited pursuant to Sections 230 to 232 of the Companies Act, 2013 and other relevant

provisions of the Act. The Transferor Company No.1, Transferor Company No.2 and Transferor

Company No.3 viz. Sajjan Specialty Limited, Agrasen Impex Private Limited, and Agrasen Dyes &

Intermediates Private Limited are wholly-owned subsidiaries of the Transferee Company.

The reasons and benefits for the amalgamation as contemplated under the Scheme are:

a. The First Applicant Company. i.e Transferee is a holding company of the Transferor

Companies. A consolidation of the First Applicant Company with the Transferor

Companies by way of amalgamation would therefore lead to a more efficient utilization

of capital and create a stronger base for future growth of the amalgamated entity;

b. the combination of the activities of the Holding Company & Transferor Companies

would result in administration and operational rationalisation, rationalisation in

economics of scale, reduction in overheads and. other expenses and more optimal

utilization of various resources;

c. the amalgamation will enable the Holding Company' & Transferor companies to have

centralized accounting and financial, managerial and operational systems which would

co-ordinate the entire business interest of the Holding Company & Transferor

companies, which are complimentary as aforesaid, saving duplication of expenses;

d. One of the main rationale for the scheme is that as all the three Transferor Companies are

e. the am

f. The proposed Scheme would strengthen and consolidate the position of the Transferor

Companies and the Transferee Company to develop and concentrate on the core

competency;

g.~. .' ing the above, this Scheme will be beneficial to the Company concerned, their_,::/""• , ,','0-7~,;' . , .1). ~. •/~i!->..-shareli, .Q..~er~,nd all other concerned; and

i~~,r •.)" ~If/h. a,~,~r~~¥S",~,~~eeme of Amalgamation of the Transferor Companies and the Transferee{l: ( ~\<t~"go~y is!~m~gst the Company having common business objectives and whose~\.,.:;,..t ';i~>~;}:,~~ieholdinJ'f,Uosely held. Hence, the proposed Scheme of Amalgamation. shall not\\t~ >'1 \- _"~.,). tit"111 .

'..,~~\~~~~~~~,~~I~;"dverSelY affect the interest of any person or the p~blic at large.

(ii~~~~: of the Scheme of Amalgamation are:

a. the transfer of the entire undertaking of the Transferor Companies i.e. of the Transferor't~! .

Company No.1, Transferor Company No.2 and Transferor Company No.3 comprising

all their collective assets, tangible and intangible to the Transferee Company;

b. the transfer of all the liabilities(including debts, duties and obligations) of the Transferor

companies i.e. of The Transferor Company No.1, Transferor Company No.2 and

Transferor Company No. 3to the Transferee Company.

c. upon the coming into effect of the Scheme, since the Transferor Companies are a wholly

owned subsidiaries of the Transferee Company, no shares (whether equity or otherwise)

of the Transferee Company shall be allotted in lieu of or exchange for holding of the

shares (whether equity or otherwise) to the Transferor Companies by the First applicant

Company, and the share capital of the Transferor companies shall stand cancelled and

deemed to b~ cancelled and extinguished without any further act or deed 'with effect from

the Appointed Date.

d. upon sanction of the Scheme, the Authorized Share Capital of the Transferee Company

shall automatically stand increased without any further act, instrument or deed on the'\iw.

part of the Transferee Company !First Applicant Company including payment of stamp

duty and f~is :,p;;:;hle~t egistrar of Companies, by the increase in authorized share

capital of the Transferee Co" pany as on the Effective Date and the Memorandum of

Association and Articles of As ociation of the Transferee Company (relating to the

authorized share capital) shall; ithout any further act, instrument or deed, be and stand

altered, modified and amended, and tlf consent of the shareholders to the Scheme shall

be deemed to be sufficient for the pu~oses of effecting this amendment, and no further

resolution(s) under relevant provisions of the Act would be required to be separately

®passed. For this purpose, the filing fees and stamp duty already paid by the Transferor

Companies on their authorized share capital shall be utilized and applied to the increased

share capital of the Transferee Company/ First Applicant Company, and shall be deemed

to have been so paid by the Transferee Company on such combined authorized share. .

capital and accordingly, Transferee Company/ the FirstApplicant Company shall not be

required to pay any fees / stamp duty on the Authorized Share Capital so increased.

e. The directors of the Transferee Company and the Transferor Companies at the board

meetings held on 4th August, 2(}17 passed resolutions approving the Scheme of

Amalgamation and submission of the Scheme of Amalgamation to the National

Company Law Tribunal for approval.

SHARE CAPITAL OF THE TRANSFEROR COMPANIES ARE AS UNDER

1. (a) The share capital of the Transferor Company No 1 as on 31 March 2017as evidenced

by the audited balance sheet as on that date was as under:

(in Rupees)Authorised

10,00,000equity shares of Rs. 10/- each 1,00,00,000

Total 1,00,00,000

Issued, Subscribed and Paid-up"

50,000equityshares ofRs. 10/- each fully paid up 5,00,000

Total 5,00,000

(b) The share capital of the Transferor Company No 2 as on 31 March 2017 as

evidenced by the ~:q4tt~a,j~i~~~,s~~~tas on that date was as under:..::~:~;,1:~>_./'.'. . ,r~"<;.'/ •/ (in Rupees).... (

if: (\~!):,: '.10,000equity share~of Rst-l0/- each, .

ToW \~~S,J,~;".Authorised

1,00,000

1,00,000===

Issued, Subscribed and Paid-up

10,000 equityshares ofRs. 10/- each fully paid up 1,00,000

Total 1,00,000

(c) The share capital of the Transferor CompanyNo 3 as on 31 March 2017 as

evidenced by the audited balance sheet as on that date was as under:

(in Rupees)Authorised

10,000 equity shares ofRs. 10/- each 1,00,000

1,00,000Total


10,000 equityshares ofRs. 10/- each fully paid up 1,00,000

Total 1,00,000

(d) The share capital of the Transferee Company as on 31 March 2017 as evidenced by

its audited balance sheet was as under:

Authorised (in Rupees)

Total

10,00,00,000

10,00,00,000

1,00,00,000 equity shares ofRs. 10/- each

· '

®Some other features of the Scheme of Merger illteralia explaining effect of Merger onshareholders, key managerial personnel etc.:-

1. It is submitted that the interests of the shareholders of the Transferor Companies will not be affectedsince the Applicant! Petitioner/ Transferee Company is a holding company of the TransferorCompanies and all the shares in the Transferor Companies shall stand cancelled and extinguished.

2. The Scheme of Merger is an arrangement between the Applicant Companies and its Shareholders ascontemplated under Section 230(1) (b) and not in accordance with the provisions of Section 230 (1)(a) of the Companies Act, 2013 as there is no Compromise andlor Arrangement with the Creditors asno sacrifice is called for the Creditors. As far as the rights of the Creditors of the ApplicantCompanies are concerned, they will hot be affected by the proposed Scheme of Amalgamation sincepost Scheme, the assets of the Transferee Company will be sufficient to discharge its liabilities andfurther, it also does not involve any compromise or arrangement with any creditors of the ApplicantCompanies.

3. The share exchange ratio is not applicable as the Transferor Company No.1, 2 & 3 are whollyowned subsidiary of the Transferee Company and no shares (whether equity or otherwise) of theTransferee Company shall be allotted in lieu of or exchange for holding of the shares (whether equityor otherwise) in the Transferor Companies by the Transferee Company and the share capital of theTransferor Companies shall stand cancelled and deemed to be cancelled and extinguished withoutany further act or deed with effect from the Appointed Date, therefore, no valuation report has beenmade by the concerned Transferee or Transferor Companies.

4. The rationale and benefit of the proposed scheme have been duly provided for and captured in theScheme attached with this report.

5. As on 31st March, 2017, .there are 2 (two) Secured Creditors of the First Applicant Company of thevalue of Rs.38.3S Crores and as on 31st August, 2017 there are 2 (two) Secured Creditors of theFirst Applicant Company of the value ofRs. 67.69 Crores.

6. As on 31st March, 2017, the amount due to unsecured creditors of the Applicant Company isRs.S6.43 Crores and as on 31st August, 2017 amount due to unsecured creditors of the ApplicantCompany is Rs.62.38 Crores.·

7. The Scheme does not have a prejudicial effect on the key managerial personnel, directors, promoters,non-promoter members; creditors, employees of the Applicant Company, as no sacrifice orwaiver is,at all, called from them nor are their rights sought to be modified in any manner.

8. None of the Directors, Promoters, Key Managerial Personnel, Creditors and Employees of theApplicant Company respectively have any material personal interest in the Scheme, save to the extentof shares held by the Directors in the Applicant Company, if any.

9. No investigation proceedings have been instituted or are pending in relation to the ApplicantCompany under the Companies Act, 2013 or any other legislation.

-- - - ----------------

Before the National Company Law TribunalBench, at Mumbai

In the matter of the Companies Act, 2013CSA-914/2017

andIn the matter of Sections 230 -232 and other applicable

provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016and

In the matter of Sajjan Speciality Limited(TRANSFEROR COMPANYNO.1)

andAgrasen Impex Private Limited

(TRANSFEROR COMPANYNO.2)And

Agrasen Dyes & Intermediates Private Ltd(TRANSFEROR COMPANYNO.3)

andSajjan India Limited

(TRANSFEREE COMPANY)and

their respective Shareholders

FORM OF PROXY

UWe the undersigned, being the Equity Shareholder(s) of the Transferee Companydo hereby appointMr. IMs. of and failing himlherMr. IMs. of as my / our proxy, to act for me / us at the meeting of the EquityShareholders of Transferee Company to be held at Matulya Centre "A", 2, Ground Floor, Senapati Bapat Marg, Lower Parel,Mumbai - 400013 on Thursday, the 30thday of November, 2017 at 10:00 a.m., for the purpose of considering and, if thought fit,approving, with or without modification(s), the proposed Scheme of Amalgamation ofSajjan Specialty Limited and Agrasen ImpexPrivate Limited and Agrasen Dyes & Intermediates Pvt Ltd with Sajjan India Limited and their respective shareholdersat suchmeeting, and anyadjournmentl adjournments 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 "either with or without modifications" after the word"Amalgamation" ahead) the said arrarigement embodied in the Scheme of Amalgamation either with or withoutmodifications as my/ourproxy may approve.* Strike out what is not necessary

Dated this __ day of. 2017·

Affix Re. 1RevenueStamp

Signature of Equity Shareholder / Witness (where the Equity Shareholder is blind or incapable of writing) across the Stamp

Name: ~~---------

Address:

Registered Folio No.: __(forphysical holding)

3.4.5.

~~Proxy shall not be a minor. •...., ..Proxy should carry a valid proof of identity like PAN card, Aadhar card, Driving License, Passport, etc.Proxy authorised by an Equity Shareholder which is a body corporate should carry the true copy of the Resolution passed by theBoard of Directors or other governing body of such body corporate, certified by a Director, Manager, Secretary or other authorised

(for dematerialized holding)

DP IDNo.:. _

Client IDNo.: _

No. ofShare(s) held: __

NOTES:1. Please affix revenue stamp before putting signature.2. Proxy need not be an Equity Shareholder.

1 ,

officer of such body corporate, to this effect. Such Resolution should be lodged with the Transferee Company at its registeredoffice not later than FORTY EIGHT hours before the time scheduled / fixed for the said Meeting.Alterations, if any, made in the Form of Proxy should be initialed.Proxy must be deposited at the Registered Office of the Transferee Company, not later than FORTY EIGHT hours before the timescheduled / fixed for the said Meeting.

8. In case ofmuitiple Proxies, the Proxy later in time shall be accepted.9. Copy of the Scheme of Amalgamation / Explanatory Statement / Proxy Form may be obtained from the registered office of

Transferee Company at Matulya Centre "A", 2, Ground Floor, Senapati 8apat Marg, Lower Parel, Mumbai - 400013.

6.7.

,,"l

/',

, ,

Sajjan India Limited

Registered Office: Matulya Centre "A",2, Ground Floor, Senapati Bapat Marg, Lower Parel, Mumbai - 400013.

Tel. No.. +91-+91 - 22 - 67300700; Fax: +91 - 22 - 24951098

CIN: U51900MH I983PLC030874; Email: sil((i)sajjan.com

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING

HALLIn the matter of Sajjan Speciality Limited

(TRANSFEROR COMPANYNO. I)and

Agrasen Impex Private Limited(TRANSFEROR COMPANYNO.2)

AndAgrasen Dyes & Intermediates Private Ltd

(TRANSFEROR COMPANYNO.3)and

Sajjan India Limited(TRANSFEREE COMPANY)

andtheir respective Shareholders

I hereby record my presence at the Meeting of the Equity Shareholders of Sajjan India Limited, Transferee Company, convenedpursuant to an Orders dated 16thOctober, 2017 of the Mumbai Bench of the National CompanyLaw Tribunal at the registered office of theCompany at Matulya Centre "A",2, Ground Floor, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 on the 30th day ofNovember, 2017 at 10:00A.M.

Name and complete address of the Equity Shareholder

Folio No.

DP ID No.*

'.

Client ID No.*

No. ofShare(s) held

.#.~A~~" R"-\-. ,\t.:.:,.. \lSignature .. -" ....... W<>:-.::, :. ~.t';.'---. ",' ~r r .~~Name of the proxy holder! ( . \..( r " :;~;,._;!{\a\1;:"* Name:_;: " • . .;I roo )\;'-.~"ilb31'

authorised representative t Area \.:;~. ~2'1!H4 ) ~ ,~\h"'~' ~~fJ/Signature o\.._'f,,", :~.~-.- ~~

Shares in demateriali ed.orm:. ':MA~~' .,,.1* holdin ,. '''''..~~ _-,_..--F"Applicable for Shareholderts) g z ffi

NOTE: Equity Shareholders attending the Meeting in Person or by Proxy or through Authorised Representative are requested to

complete and bring the Attendance Slip with them and hand it over at the entrance of the Meeting Hall.

'. ,~

...

SCHEhhE OF, pJ\ilALGAi\/1ATICH\lnVL~E<3ER

SAJJAN S~.)EC!P'!_TY U?,']JTED TRANSFEROR COi\JP.~,NY NO i

CIN. No: U24233MH2007PLC170668

AND

AGRASEN 1I'.1PEXPRIVATE LIMITED ... TRANSFEROR COlJlPANY NO 2

CIN. No: U51900NlH2007PTC170918

AND

AGRASEN DYES & INTERMEDIATESPRIVATE LIMITED

CIN. i-Jo: U24233;.,;-:::O·IOPTC198856

..• TRANSFEROR COl\;;PkNY NO 3

WITH

SAJJAN INDiA Ui,'!lTED TRANSFeREE COMt'ANY

AND

THEi~~ i'{ESPECTIVE SHAREHOLDERS AI'JD CREDITor:s

P a~Je 1 of 13

;. SCHEMEOF .AM.t\LGANIA'lIOI"iMERG2::;

Sajjan Specialty Limited

AND ..

Agrasen Impex Private Limited ... TRANSFERORCOMPANY NO 2

AND

Agmsen Dyes & Intermediates Private Limited ... TRANSFEROR COMPANY NO 3

'Nit!l

Sajjan IndiaLimltcd TRANSFEREECQMPANY·

PART I - GENEF~.l\L

1.

2.1'\.:, ,

(8) This Scheme of Amalgamation!Merger (Schem~) provides for the

amaljamatlon/rnerqer of Sajjan Specialty Limited -Transferor Company

No 1, Agrasen Impex Private Limited-Transferor Company No 2 and

Agrasen Dyes & Intermediates Private.Limited- Transferor Company No3with Sajjan India Limited pursuant to Sections 230 to 232 of the

Companies Act, 2013and other relevant provisions of the Act (defined

below);

(b) The Transferor Company No. 1; Transferor Company No. 2and

Transferor Company j\lo. 3 viz. Sajjan S:JC'cIClltyLimited, Aqrasen impexPrivate Limited, and P,gras8nDyes fl.lntermedi2tes Private limitedare

wholly-owned subsidiaries of the Transferee Company;

(c) The Transferor Company No. i, Transferor Company No. 2andTransferor Company NO.3 viz. Sajian Specialty Limited. Agrasen Impex

Private Limited, and Agrasen Dyes & lntermediates Private

Limitedhereinafter collectively referred to as the "Transferor

Companies";

(d) Sajjan Specialty Limited, hereinafter collectively referred to as theTransferor Company No 1 or SSL or Sajjan Specialty Limited;

(0) Agrasen lrnpex Private limited hereinafter collectively referred to as theTransferor Company No 2 or AIPL or Agrasen Impex Private Limited;

(f) I\grasen Dyes & Intermediates Private Limited hereinafter collectively

referred to as the-Transferor Company No 3 or ADIPL or Agrasen Dyes

& Intermediates Private Limited.

In this Scheme, unless repugnant to the meaning or context thereof, thefollowing

expressions shall have the following meanings:

Page 2 of 13

r

F~c- .

.. ._c:_'· ,

>"' ••;,/"Act" means the the Companies Act, 2013 (as applicable) as modified, amendedor re-enacted from time to time;

"Appointed Date" means 1sl April, 2017;

"Effective Date" has the meaning given in Clause 17;

"Scheme" has the meaning given in Clause 1(a);

"Transferee ,Company:' means Sajjan India Limited having CIN No.

U51900MH1983PLC030874,a company incorporated under the Companies Act,1956, and having its registered office at Matulya Centre 'A', 2, Ground Floor,Senapati Bapat Marg, Lower Parel, Mumbai- 400013;

"Transferor Company No.1" means Sajjan Specialty Limited having CIN No.

U24233MH2007PLC170668 incorporated under the Companies Act, 1956, andhaving its registered office at Matulya Centre 'A', 2, Ground Floor, Senapati

Bapat Marg, Lower Parel, Mumbai- 400013;and

"Transferor Company No.2" means Agrasen Impex Private Limited having

CIN No. U51900MH2007PTC170918'incorporated under the Companies Act,

1956, and having its registered office at Matulya Centre 'A', 2, Ground Floor,

Senapati Bapat Marg, Lower Parel, Mumbai- 400013;and

"Transferor Company No.3" means Agrasen Dyes & Intermediates Private

Limited having CIN No. U24233MH2010PTC198856 incorporated under the

Companies Act, 1956, and having its registered office at Matulya Centre 'A', 2,Ground Floor, Senapati Bapat Marg, Lower Parel, Mumbai- 400013;and

"Undertaking No 1 " means the entire business of the Transferor Company No 1

and includes

(a) All the properties (whether movable or immovable, tangible or

intangible) assets, deposits, investments of all kinds (including shares,

scrips, stocks, bones, debentures, debenture stock, units or pass

through certificates), a~lcash balanceswith the banks, money at call and

short notice, loans, advances, contingent rights or benefits, lease andhire purchase contracts and assets, securitised assets, receivables,cheques and other negotiable instruments (including post dated

cheques), benefit of assets or properties or other interest held in trust,

benefit of any security arrangements, authorities, allotments, approvals,

reversions, leases, licenses, fixed and other assets, powers, consents,

authorities, registrations, agreements, contracts, engagements,

arrangements of all kinds, rights, titles, interests, benefits, advantages,

leasehold rights, other intangibles and licenses and including, but without

being limited to, trade and service names and marks and other

intellectual property rights of any nature whatsoever, permits, approvals,

authonsatious, rights 'to use and avail of telephones, telexes, facsimile,

e-mail, internet, leased line reserves, provisions, funds, benefils of <;111

~r·~~ ~1t.~~.~~ ~~....r . "',\'X Ir;' r ~,-f' i::J ""~"<Al11t~\~;;~\ ~ ~~:~JJPane30f13

agreements, all records. fues, aCi'iienisingmaterials, lists and otherdetails present and ::.rrn:_,· GUS~O,;"Jhf and suppliers, customers credit

information, customer a; .d suppuer information a~d other records inconnection with or relating to Hie Transferor Company and all otherinterests of whatsoever nature belonging to or in the ownership, power,

possession or the control of or vested in or granted in favour of or held

for tne benefit of or enjoyed by the Transferor Company or to which the

Trarsferor Companymay be entitled as on the Appointed Date; and

(b) All the liabilities (includingdebts, duties and obligations) of the Transferor

Company No 1 as on the Appointed Date.

"Undertaking No 2" means the entire business of the Transferor CompanyNo2

and includes

(8) Ni the properties (whether mc':a::;is N immovable; tangible orintanqible) assets, deposits, investments cf al! kinds (including shares,scrips, stocks, bonds, debentures, debenture stock, units or pass

through certificates), all cash balanceswith the banks, money at call and

short notice, loans, advances, contingent rights or' benefits, lease and

hire purchase contracts and assets, securitised assets, receivables,

cheques and other negotiable instruments (including post dated

cheques), benefit of assets or properties or other interest held in trust,

benefit of any security arrangements, authorities, allotments, approvals,

reversions, leases, licenses, fixed and other assets, powers, consents,authorities, registrations, agreements, contracts, engagements,arranqernents of all kinds, rights, titles, interests, benefits, advantages,

leasehold rights, other intangiblesand licenses and including, but withoutbeing limited to, trade and service names and marks and otherlntellectual property rights of any nature whatsoever, permits, approvals,

authorisations, rights to use and avail of telephones, telexes, facsimile,

e-mail, internet, leased line reserves, provisions, funds, benefits of all

agreements, all records, files, advertising materials, lists and otherdetails present and former customers and suppliers, customers credit

information, customer and supplier information and other records in

connection with or relating to the Transferor Company and all otherinterests of whatsoever nature belonging to or in the ownership, power,

possession or the control of or vested in or granted in favour of or heldfor the benefit of or enjoyed by the Transferor Company or to which the

Transferor Companymay be entitled as on the Appointed Date; and

(b) All the liabilities (including debts, duties and obligations) of the Transferor


"Undertaking No 3 " means the entire businessof the Transferor CompanyNo 3

and includes }'1fA

Page 4 of 13

(a) All the properties (whether movable or immovable, tangible or intangible)

assets, deposits, investments of all kinds (including shares, scrips, stocks,

bonds, debentures, debenture stock, units or pass through certificates), all

cash balances with the banks, money at cali and short notice, loans,

advances, contingent rights or benefits, lease and hire purchase contracts

and assets, securitised assets, receivables, cheques and other negotiable

instruments (including post dated cheques), benefit of assets or properties or

other interest held in trust, benefit of any security arrangements, authorities,

allotments, approvals, reversions, leases, licenses, fixed and other assets,

powers, consents, authorities, registrations, agreements, contracts,

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

advantages, leasehold rights, other intangibles and licenses and including,

but without being limited to, trade and service names and marks and other

intellectual property rights of any nature whatsoever, permits, approvals,

authorisations, rights to use and avail of telephones, telexes, facsimile, e

mail, internet, leased line reserves, provisions, funds, benefits of all

agreements, all records, files, advertising materials, lists and other details

present and former customers and suppliers, customers credit information,

customer and supplier information and other records in connection with or

relating to the Transferor Company and all other interests of whatsoever

nature belonging to or in the ownership, power, possession or the control of

or vested in or granted in favour of or held for the benefit of or enjoyed by

the Transferor Company or to which the Transferor Company may be entitled

as on the Appointed Date; and

(b) All the liabilities (including debts, duties and obligations) of the Transferor


PART 11-SHARE CAPITAL OF THE TRANSFEROR COMPANIES

3. (a) The share capita! of the Transferor Company No 1 as on 31 March2017as evidenced by the audited balance sheet as on that date was as

under:


1O,OO,OOOequityshares of Rs. 10/- each 1,00,00,000--------------------

Total 1,00,00,000--------------------


'S(},OOOequityshare$of RS.10/- each fully paid up 5,OO,OOU

Page 5 of 13

Total 5,00,000

(b) The share capital of the Transferor Company No 2 8S on 31 March 2017

as evrdenced by the audited balance sheet as or. that date was as under:

Authorised (in Rupaes]

10,000equity shares of Rs. 10/- each 1,OG,ODO-------------~-.--..-...--

Total 1,00,000---_ .._-------.- -_,. ~--


1O,OOOequityshares of Rs. 10/- each fully paid up 1,00,000

Total 1,00,000

(c) The share capital of the Transferor Company No 3 as on 31 March 2017

as evidenced by the audited balance sheet as on that date was as under:

Authorised (in Rupees]

10,000 equity shares of Rs. 10/- each 1,00,000 •-----------~--------Total 1,00,000

--------------------


10,000 equityshares of Rs. 10/- each fully paid up 1,00,000

Total 1,00,000

/'1 f f)

Page 6 of 13

(d) The share capital of the Transferee Company as on 31 March 2017 as

evidenced by its audited balance sheet was as under:


1,00,00,000 equity shares of Rs. 10/- each 10,00,00,000--------------------

Total 10,00,00,000--------------------


38,19,100equity shares of Rs. 10/- each fully paidup

3,81,91,000

Total3,81,91,000

PART 111-TRANSFER OF THE UNDERTAKING NO 1, UNDERTAKING NO 2,

and UNDERTAKING NO 3,

4. (a) Upon the coming into effect of this Scheme and with effect fromthe Appointed Date and subject to the provisions of this Scheme, the

Undertaking shall, pursuant to the provisions of Section 2320f the

Companies Act, 2013and other applicable provisions of the Act, without

any further act, instrument or deed, Undertaking No 1, Undertaking No 2,

and Undertaking No 3,be stand transferred to and vested in and/or be

deemed to be and stand transferred to and vested in the Transferee

Company as a going concern so as to become as and from the

Appointed Date, the assets (subject to encumbrances and charges, if

any, existing thereon) or liabilities of the Transferee Company.

(b) Without prejudice to Clause4(a) above:

i. in respect of such assets of the Undertaking No 1, Undertaking

No 2, and Undertaking No 3as are movable in nature or are

otherwise capable of transfer by manual delivery or by

endorsement and/or delivery, the same may be so transferred by\

the Transferor Companies, and shall, upon such transfer,

become the property, estate, assets, rights, title, interest of the

Transferee Company; and

ii. upon the effective date, all consents, permissions, licenses,

certificates, authorities, powers of attorney given by, issued to or

Page7of13

executed in favour of t'ie Transferor Companies in relation to

the Transferor Comp:snies shall stand transferred to the

Transferee Company as. "if tne same WeTe originally given by,

issued to or executed in favour of the Transferee Company, and

the Transferee Company :,;Jail be bound by the terms thereof,

the obligations and duties thereunder, ana the lights and benefits

under the same shall be available to lhe Tran::feree Company.

The Transferee Company shall make applications to any

governmental authority as may be necessary ir, this behalf.

(c) With effect from the Appointed Date, ali the debts, liabilities, contingent

liabilities. duties and obliqatlor.s ~f the Transferor Companies shall,

pursuant to the orders of National Company Law Tribunal, Mumbai

Bench (NCL T) under Section 2320f the Companies Act, 2013and other

applieable provisions of the Act and without any further act or deed, be

also transferred or deemed to be transferred to and vest in and be

assumed by the Transferee Company, so as to become from the

Appointed Date the debts, liabilities, duties and obligations of the

Transferee Company on the same terms and conditions as wereapplicable to the Transferor Companies.

(d) With effect from the Appointed Date and upon the Scheme becoming

effective, the unabsorbed depreciation and losses of the Transferor

Company No.1, Transferor Company No. 2 and Transferor Company

No.3, shall be treated as the unabsorbed depreciation and losses of the

Transferee Company as on the Appointed Date and the Transferee

Company shall be entitled to carry forward the losses and unabsorbed

depreciation of the Transferor Company and to revise its income tax

returns including any loss returns, related tax deduction certificated and

to clcim refunds, advance tax credits (including minimum alternate taxcredit) etc., accordingly.

5. (e) With effect from the Appointed Date, all the profits or incomes accruing

or arising to the Transferor Companies, or expenditure or losses arisinq

or incurred (including the effect of taxes, if any, thereon) by the

Transferor Companies shall, for all purposes, be treated and be deemed

to be treated and accrue as the profits or incomes or expenditure or

losses or taxes of the Transferee Company, as the case may be.

G. Conduct of Business during the Interim Period

With effect from Appointed Date and up to and including the Effective Date:

(a) the Transferor Companies shall carry on and shall be deemed to have

carried on all its business and activities as hitherto and shall hold and

stand possessed of and shall be deemed to have held and stoodI; ,JvJffJ

~

Page 8 of 13

possessed of the Undertaking on account of, and in trust for, the

Transferee Company;

(b) the Transferor Companies shall carryon its business and activities with

reasonable diligence and business prudence and shall not, undertake

any additional financial commitments of any nature whatsoever, borrow

any amounts nor incur any other liabilities or expenditure, issue any

additional guarantees, indemnities, letters of comfort or commitments

either for itself or on behalf of its subsidiaries or group companies or any

third party, or alienate, charge, mortgage or encumber the Undertaking,

without the prior written consent of the Transferee Company.

7. Effect of Pending Legal Action

(a) Upon the coming into effect of this Scheme, all suits, actions andproceedings by or against the Transferor Companies pending and/or

arising on or before the Effective Date shall be continued and be

enforced by or against the Transferee Company as effectually as if the

same had been pending and/or arising by or against the TransfereeCompany.

(b) The Transferee Company undertakes to have all legal or otherproceedings initiated by or against the Transferor Companies referred to

in sub-clause (a) above transferred to its name and to have the same

continued, prosecuted and enforced by or against the TransfereeCompany.

8. Effect of Pending Contracts

Upon the coming into effect of this Scheme, and subject to the provisions of this

Scheme, all contracts, deeds, bonds, agreements, arrangements and other

instruments of whatsoever nature to which the Transferor Companies are a

party or to the benefit of which the Transferor Companies may be eligible, and

which are subsisting or having effect immediately before the Effective OCJtG,

shall be in full force and effect against or in favour of the Transferee Company

as the case may be and be enforced as fully and effectually as if, instead of theTransferor Companies, the Transferee Company had been a party or

beneficiary or obligee thereto. The Transferee Company shall, wherever

necessary, enter into and/or issue and/or execute deeds, writings orconfirmations at any time prior to the Effective Date, enter into any tripartitearrangements, confirmations or novations to which the Transferor Companies

will, if necessary, also be a party in order to give formal effect to the provisions

of this Clause.The Transferee Company shall, under the provisions of this

Scheme, be deemed to be authorised to execute any such writings on behalf of

the Transferor Company to carry out 'or perform all such formalities or

?? /o;_-'--~r~' ..~·~r ,~

(f~( . ,~\...:, ~IJUlllAl ) ~. ".) , ~,'

,'.,_;:.J.....P;)~-

,

Page 9 of 13

-----------

cornpilances referred to above on the part "r the Transferor Companies to be

carried out or performed.

9. Treatment of Employees,

(a) All employees, if any, of the '1 ransferor Companies in service on the

Effective Date, shall become tile employees of the Transferee Company

on such date without any break or interruption in service and on terms

and conditions as to remuneration not less favourable than those

subsisting with reference to the Transferor Companie~ as on the said

date. It is clarified that the variation as a result of amalqarnation by the

Transferee Company ')f terms and conditions of "lllp!oY'l1ent on which

employees are enqaqed by the Transferor Companies would be.deemed

to be break or interruption in service of the employees.

(b) TheTransferee Company shall be liable to pay and shall pay to each of

t:le employees such cornpensation hi' [he event of the retrenchment of

any of them as they may be entitled to receive according to any

agreement between them and the Transferor Company or between them

and the Transferee Company as the case may be, or as may be required

by any law for the time being in force, such compensation to be paid to

each of them on the basis that his service has been continuous and has

not been interrupted by virtue of the said Undertaking having been

arnalqarnated with the Transferee Company under this Scheme.

(c) insofar as the existing provident fund trusts, gratuity fund and pension

and/or superannuation fund trusts created by the Transferor Companies

for its employees are concerned the existing trusts created by the

Transferor Company and the funds therein shall be transferred to the

Transferee Company and the Transferee Company shall continue to

contribute to such trusts in accordance with the provisions thereof and

such trusts shall be held for the benefit of the employees transferred to

the Transferee Company.

10. The transfer of the said assets and liabilities of the Transferor

Companies to the Transferee Company and the continuance of all the

contracts or proceedings by or against the Transferee Company shall not

affect any contract or proceedings relating to the said assets or the said

liabilities already concluded by the Transferor Companies on or after the

Appointed Date.

PART PI - REORGANISATION OF CAPlTAL

11. (a) Upon the coming into effect of this Scheme, since the Transferor

Company No.1, 2 & 3 are a wholly owned subsidiary of the Transferee

Company, no shares (whether equity or otherwise) of the Transferee

Company shall be allotted in lieu ofor exchange for holding of the shares

(whether equity or otherwise) in the Transferor

1M fA

Page 10 of 13

Transferee Company and the share capital of the Transferor Companies

shall stand cancelled and deemed to be cancelled and extinguished

without any further act or deed with effect from the Appointed Date. For

the removal of doubts, any pledge created over the shares of the

Transferor Companies shall stand released upon the Scheme cominginto effect;

(b) Upon sanction of this Scheme, the authorized share capital ot the

Transferee Company shall automatically stand increased without any

further act, instrument or deed on the part of the Transferee Company

including payment of stamp duty and fees payable to Registrar of

Companies, by the increase in authorized share capital of the Transferor

Company No.1, 2 & 3 as on the Effective Date and the Memorandum

of Association and Articles of Association of the Transferee Company

(relating to the authorized share capital) shall, without any further act,

instrument or deed, be and stand altered, modified and amended, and

the consent of the shareholders to the Scheme shall be deemed to be

sufficient for the purposes of effecting this amendment, and no further

resolution(s) under relevant provisions of the Actwould be required to be

separately passed. For this purpose, the filing fees and stamp duty

already paid by the Transferor Companies on their authorized 'shere

capital shall be utilized and applied to the increased share capital of the

Transferee Company, and shall be deemed Lohave been so paid by the

Transferee Company on such combined authorized share capital and

accordingly, the Transferee Company shall not be required to pay any

fees / stamp duty on the authorized share capital so increased; and

(c) The Transferor Companies shall be entitled to declare and pay dividend

to its shareholders for any financial year or any period after the

Appointment Date subject, however, to the prior written approval of the

board of directors of the Transferee Company.

PART V - GE~ER,6.L TERMS AND CONDITIONS

12. ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREECOMPANY

On the Scheme becoming effective, the Transferee Company shall

account for the merger in its books with effect from the Appointed Date3S under:

(a) With effect from the Appointed Date, all the assets and liabilities

appearing in the books of accounts of the Transferor Companies shall

be recorded by the Transferee Company at their respective Book values,

as may be decided by the Board of Directors of the Transferee....

"

...Pagc11of13

.' .~ .. ,. J',/.,

(b) Inter-company balances and 'nves.ments, if any, will stand cancelled;

(c) The difference between the' excess of the net assets value or the

T; ansferor Companies transferred and recorded by the Transferee

Company as per Sub-Clauses4 (8) and 11 (a.) above after considering

the adjustments mentioned in Sub-Clause 11 (b) , would be recorded as

Capital Reserve. The shortfall, if any, shall be recorded as Goodwill

Account.

13. The Transferor Companies shall, forthv.ith, make applications/petitions under

Sections 230 to 232 of ·th{~ Cor, !j.la;);·c:s.!\t,;t, 201 :~, and other applicable

provisions of tile Act to the Naito;;:::i Company La.v Tribunal, [J;umbai Bench,

and/or such other competent authorities tor sanctioning of this Sch9me under

the provisions of law, and obtain ali approvals as may be required under law,

14. The present Scheme shall have effect in terms of Section 230 to 232 of the

Companies Act, 2013.

15. This Scheme is conditional upon and subject to:

(a) •the Scheme being agreed to by the requisite majorities of the members

of the Transferor Companies as required under the Act and the requisite

order of the National Company Law Tribunal, Murnbai Bench and/or such

other competent authorities;

(0) such other sanctions and approvals lncludinq ~c;nctions of any

qovernrnental or regulatory authority, .crecitcr, lesser, or contracting party

3S may be required by law or contract in respect of the Scheme being

obtained; and

(c) the certified copies of the court orders referred to in this Scheme being

filed V!itll the Re~istr'3r of Companies, Maharashtra, Mumbai.

16. in the event of any of the said sanctions and approvals referred to in the

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

by the :'L:;ticnal Company Law Tribunal, Mumbai Bench or such other competent

authority and / or the order not being passed as aforesaid before 31st October,

2018 or within such further period or periods as may be agreed upon between

the Transferor Companies and the Transferee Company by their Board of

Directors (and which the Board of Directors of Transferor Company and

Transferee Company are hereby empowered and authorized to agree to and

2xtend the Scheme from time to time without any limitation), this Scheme sh211

stand revoked, can'spll'~d and be of no effect, save and except in respect of any

act or deed dono prir;'r th:::r,eto3~ is contemplated hereunder or 3S to any rights

3ndl or liabilities which ;.:.ight have arisen or accrued pursuant .hereto and which

"hali be qoverned ano be preserved or worked out 3S is specifically provided in

the Scheme or as may otherwise a.tse in law. t:1{!rt

, " ·~iVJP (+ 1I.-'/}~r.,i;~~'$\...I\~lG~~?~ ..\W~£}(~·~ I(~~:-~ ":"G~~\l~)\\\'>,.-i;...,.'J>.,~ ..... ,.. ..... "'~ II~ '" I~f/ rr ,(,.\\ ~c,;,r "\\~~ \llt;1 ilhJtvlBA.1 ,(I'),

.::: ""\ 0-( .~$~ \~(r>~ /'11'-. ( \:::. \1 .; ( MVMlilA. ~~.,,). '~(.;:" .~/....c., .t~"~""'l'~ _p"'~1 ~ '."v, .. ~"~" IdWf:.;....,•.~,'. ,f ","'}j ,II ,I / / b \ ':1 • .'.\ ) '~";I \~ \,. J It ~''''''''' -'~' .""....\ '-"".............if '~ ~;:--_,// '~~~::.;;1L;:;:;~t~·

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Page 12 of 13

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17. i/Vith effect from the Appointed D2t'3 and on tile Scheme becoming effective, the

Transferor Company "'0. 1, Transferor Company No. 2 and TransferorCompany No.3, shall stand dissolVed without being wound up.

18. (a) The Transferor Company No.1, Transferor Company No. 2 and

Transferor Company No. 3 and the Transferee Company through their

respective board of directors may assent from time to time on behalf of

all the persons concerned to any r.lOdification(s) or amendment(s) to the

Scheme or agree to any terms and/or conditions which the National

Company Law Tribunal, Mumbai 8enci'/ and/or any other authorities

under law may deem fit to direct or im~c.3 ; or which may otherwisa be

considered necessary or desirable for setrling any question or doubt or

difficulty that may arise for implementing <md/ or carrying out the

Scheme and do all acts, deeds, and things as may be necessary

desirable or expedient for putting the Scheme into effect. All

amendments / modifications shall be subject to approval of the National

Company Law Tribunal, Mumbai Bench.

(b) For the purpose of giving effect to this Scheme or to any modifications or

amendments thereof or additions thereto, the respective boards of

directors, a committee or committees of the concerned board or any

director or any other person authorised in that behalfby the concerned

board of directorsof the Transferor Company No.1, Transferor

Company No. 2 and Transferor Company No.3. and Transferee

Company may give and are authorised to determine and give ali such

directions as are necessary including directions for settling or removing

any question of doubt or difficulty that may arise and such determination

or directions, as the case may be, shall be binding on all parties, in the

same manner as if the same were specifically incorporated in thisScheme.

19. The Effective Date of the Scheme shall be the date on which the certified

copies of the the National Company Law Tribunal, Mumbai Benchorders

referred to in this Scheme is filed with the Registrar of Companies,

Maharashtra, Mumbai.

20. All costs, charges and expenses, including any taxes and duties of the

Transferor Companies and Transferee Company respectively in relation to or in

connection with this Scheme and incidental to tile completion of the

amalgamation/merger of the Transferor Companies in pursuance of this

Scheme shall be borne by the Transferee Company alone.

For SAJ,JAN INOlA LIMITED

~OR

********** For SA.JJAN SPEC/ALrV LIMITi..~

\tr\c1AtJ® D'~ {rector

For AGRASEN TMPEXPVT. lTD.

)1~ Olr•• 1Or Oiroetor

Page 13 of 13

sajjan india limited · 2017 filed by sajjan india limited("transferee/ firstapplicant...

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