9911796707
TMI Blog2020 (1) TMI 1238X X X X Extracts X X X X X X X X Extracts X X X X ..... ation is to ultimately obtain sanction of this Tribunal to a Scheme of Arrangement proposed to be made between the applicant companies and their respective shareholders under the Scheme whereby and whereunder :- a) Enable the Resulting Company to expand its presence in the fast moving consumer goods categories in India and abroad; b) Result in revenue and cost synergies including from supply chain opportunities, operational improvements, logistics alignment leading to economies of scale, creation of efficiencies and optimization of capital and operational expenditure, leveraging distribution networks, and optimization of overlapping infrastructure; c) Enhance the financial profile with higher growth, margin expansion and increased cash flows which will provide further headroom for inorganic growth opportunities in India and abroad; d) The shareholders of the Demerged Company will continue to participate in the growth of a larger consumer focused company i.e. the Resulting Company, while continuing to own shares in the Demerged Company which will remain focused on its basic chemistry and specialty products businesses. e) The Scheme would be in the best interest of the shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 19 as corrected by an order dated 30/9/2019 in CA (CAA) No. 1147 of 2019, this Tribunal, was pleased to (a) dispense with holding of meeting of Creditors of the Resulting Company in view of over 90% in value of such Creditors having already consented to the Scheme and (b) direct convening and holding of meeting of the Equity Shareholders of the Resulting Company. 8. Notices of the said meeting were duly sent to the Equity Shareholders of the Resulting Company on 30/9/2019 and 1/10/2019 and advertisements thereof published in all India editions of the Financial Express in English on 2nd October, 2019 and in the local edition of Aajkal in Bengali on 3/10/2019 as directed by the said order. In compliance with Section 230(5) of the Companies Act, 2013 and the order dated 20/9/2019 the petitioner duly served notices on the Statutory Authorities. Affidavit of Compliance was filed by the Resulting Company on 28/10/2019 proving service of notices upon Equity Shareholders and Statutory Authorities and publication in the newspapers. 9. Meeting of the Equity Shareholders of the Resulting Company was duly held on 4/11/2019 in compliance with the directions of this Hon'ble Tribunal and ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Act 2013 impacting the scheme. Furthermore, the proviso to Section 232(3) (b) expressly prohibits a company from holding shares in itself in its own name or in the name of a trust pursuant to a merger and provides or cancellation or extinguishment of such shares. The scheme is therefore not consistent with the provisions-of the Companies Act 2013. (d) According to clause 1.3 of the scheme the immovable properties of the demerged undertakings shall be transferred and vested in the resulting company and the title to such properties shall be deemed to have been mutated and recognized as that of the Resulting Company. In view of the judgment of Hon'ble Supreme Court in (2004)9 SCC 438 Hindustan Lever & Anr vs. State of Maharashtra and the judgment of Hon'ble Delhi High Court in Delhi Towers Limited vs. GNCT of Delhi (2009) the Transferee company may be directed to pay the applicable stamp duty for the transfer of the properties by virtue of the scheme. (e) It is submitted that the Resulting Company may be considered to be directed to pay the applicable Government fees including stamp duly, if any, for the increase of Authorize Share Capital to Rs. 125,00,00,000/- as propose ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... per the share entitlement under the Scheme; allotment of such consolidated shares on behalf of such shareholders to an authorized representative, trustee(s) or SEBI registered merchant banker, as nominated by the Board of Directors of the Resulting Company; sale of such consolidated shares in the market; and distribution of the sale proceeds to the said Equity Shareholders of the Demerged Company in proportion to their fractional entitlements. There is no cancellation or extinguishment of any shares under the said Clause and the said Clause does not tantamount to buy back of shares requiring compliance with Section 68 of the Act as observed or at all. Such consolidated shares are neither being allotted to the Resulting Company nor the Resulting Company is buying back such shares. The Resulting Company would neither be the legal nor beneficial owner of such consolidated shares. The Resulting Company would not be holding such shares at all whether in its own name or in the name of any trust. In view of the aforesaid, the question of the said Clause 2.4 of Part B of the Scheme not being consistent with the provisions of Sections 68, 230(10) or 232(3)(b) of the Act does not arise. 6 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions of the Companies Act, 2013 as part of a 'single window clearance' under the Scheme, as also provided in Clause 11.3 of Part B of the Scheme. It is settled law that Section 230 is a complete code and the principle of 'single window clearance' permits all other formal requirements of the Companies Act, 2013 to be complied with as an integral part of the process for sanction of the Scheme. As such no separate approval under Rule 29(2) of the Companies (Incorporation) Rules, 2014 is required for change of name of the Resulting Company in terms of the scheme. Further, by way of abundant caution, the Resulting Company has already obtained availability of the name, "Tata Consumer Products Limited", from the Registrar of Companies. A copy of the letter dated 22nd October, 2019 issued by the Registrar of Companies confirming availability of such name is annexed hereto and marked "A". As such the question of the name not being available does not arise. However, without prejudice to the aforesaid, for facilitating issuance of fresh certificate of incorporation by the Registrar of Companies with the changed name consequent to the Scheme, the Resulting Company undertakes to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... de and explanations given on behalf of the petitioners, the petition for sanction of the scheme, as aforesaid, is allowed and following orders in terms of prayers made in the petition is passed: - ORDER i. The Scheme of Arrangement being Annexure "A" to the petition is sanctioned by this Hon'ble Tribunal to be binding with effect from the 1st day of April, 2019 ("Appointed Date") on Tata Global Beverages Limited its shareholders, creditors and all concerned. The approved Scheme of Amalgamation is annexed with this order and marked as Annexure A. ii. All the property, rights and powers of Tata Chemicals Limited relating to the Demerged Undertaking, including those described in the Schedule of Assets herein, be transferred from the said Appointed Date, without further act or deed, to the Resulting Company and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013 be transferred to and vest in Tata Global Beverages Limited for all the estate and interest of Tata Chemicals Limited therein but subject, nevertheless, to the charges affecting the same, as provided in the Scheme; iii. All the debts, liabilities, duties and obligations of Tata Chemicals L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... may be applicable, and also read with Section 2(19AA) and other relevant provisions of the IT Act (defined hereinafter), as may be applicable, for the demerger of the Demerged Undertaking (defined hereinafter) of Tata Chemicals Limited into Tata Global Beverages Limited on a going concern basis. II. BACKGROUND AND DESCRIPTION OF THE COMPANIES 1. Tata Chemicals Limited (hereinafter referred to as the "Demerged Company") is a public limited company incorporated on 23 January 1939 under the Companies Act, 1913 with CIN L24239MH1939PLC002893 and having its registered office at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400001. The equity shares of the Demerged Company are listed on NSE and BSE. 2. Tata Global Beverages Limited (hereinafter referred to as the "Resulting Company") is a public limited company incorporated on 18 October 1962 under the Companies Act, 1956 with CIN L15491WB1962PLC031425 and having its registered office at 1, Bishop Lefroy Road, Kolkata 700020. 'The equity shares of the Resulting Company are listed on NSE, BSE and CSE. The Global Depository Receipts of the Resulting Company are listed on the London Stock Exchange and the Luxembourg Stock Exchange. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... prejudicial to the interests of the concerned shareholders and creditors or general public at large. IV. PARTS OF THE SCHEME 1. The Scheme is divided into the following parts: PART A deals with definitions, interpretation, effective date and share capital; PART B deals with the transfer of Demerged Undertaking from the Demerged Company and its vesting in the Resulting Company for consideration and matters incidental thereto; and PART C deals with the general terms and conditions. 2. This Scheme also provides for various other matters consequential, incidental or otherwise integrally connected therewith. PART A 1. DEFINITIONS In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning mentioned herein below: 1.1. "Act" means the Companies Act, 2013 and the rules and/or regulations framed under such a statute and includes any alterations, modifications and amendments made to such a statute or any re-enactment of such a statute, and/or other guidelines or notifications under Applicable Laws, made thereunder from time to time. 1.2. "Applicable Law" means (a) all applicable statutes, enactments, acts of legislature or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Consumer Products Business and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties; (b) all assets, as are movable in nature and exclusively and solely pertaining to "and in relation to the Consumer Products Business, whether present or future or contingent, tangible or intangible including goodwill, whether recorded in the books or not, in possession or reversion, including electrical fittings, furniture, fixtures, appliances, accessories, power lines, office equipments, computers, communication facilities, installations, tools, plants, vehicles, inventory and stock in trade and merchandise (including, raw materials, supplies, finished goods, and wrapping, supply, advertisement, promotional and packaging material), wherever lying, actionable claims, current assets, earnest monies and sundry debtors, financial assets, investment (including in subsidiaries, associates, joint venture, whether in India or abroad), outstanding loans and advances recoverable in cash or in kind or for value to be received, pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tallations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Demerged Company and exclusively and solely pertaining to or in connection with the Consumer Products Business and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company and exclusively and solely pertaining to the Consumer Products Business; (g) all tax related assets, all the credits for taxes such as sales tax, service tax, CENVAT, GST, tax deduction at source, accumulated losses and unabsorbed depreciation as per books if any as well as per the IT Act enjoyed by the Demerged Company pertaining to the Consumer Products Business; (h) all books, records, files, papers, engineering ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , statutory authority, regulatory authority, agency, government department, board, commission, SEBI, Stock Exchanges, administrative authority, tribunal or court or any authority (including authorities administering Taxes) or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, having or purporting to have jurisdiction on behalf of the Republic of India or any state or province or other political subdivision thereof or any municipality, district or other subdivision thereof or in any other nation over the Demerged Company and/or the Resulting Company, as the context may require. 1.14. "GST" means the goods and services tax. 1.15. "IT Act" means the Income-tax Act, 1961 and shall include any statutory modifications, re-enactments or amendments thereof for the time being in force. 1.16. "NCLT" means, the National Company Law Tribunal, Mumbai Bench having jurisdiction in relation to the Demerged Company and the National Company Law Tribunal, Kolkata Bench having jurisdiction in relation to the Resulting Company, or such other forum or authority as may be vested with any of the powers for approving any scheme of, ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s (i) circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, (ii) circular No. CFD/DIL3/CIR/2017/26 dated March 23, 2017, (iii) circular No. CFD/ DIL3/CIR/2017/105 dated September 21, 2017, (iv) circular No. CFD/DIL3/CIR/2018/2 dated January 3, 2018 issued by SEBI or any other circulars issued by SEBI applicable to schemes of arrangement from time to time. 1.29. "Stock Exchanges" means BSE, NSE and CSE collectively. 1.30. "Tax" or "Taxes" means and include any tax, whether direct or indirect, including income tax (including withholding tax, dividend distribution tax), GST, excise duty, VAT, CST, service tax, octroi, local body tax and customs duty, duties, charges, fees, levies or other similar assessments by or payable to Governmental Authority, including in relation to (i) income, services, gross receipts, premium, immovable property, movable property, assets, profession, entry, capital gains, municipal, interest, expenditure, imports, wealth, gift, sales, use, transfer, licensing, withholding. employment, payroll and franchise taxes, and (ii) any interest, fines, penalties, assessments, or additions to Tax resulting from, attributable to or incurred in connection with any pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... A. SHARE CAPITAL 4.1. The share capital of the Demerged Company as on March 31, 2019 is as follows: Particulars Amount in INR Authorised: 27.00.00.000 Ordinary Shares of Rs. 10 each 270,00,00,000 Total 270,00,00,000 Issued: Subscribed and Paid-up: Issued Capital 254,84,25,980 25,48,42,598 Ordinary Shares of Rs. 10 each Subscribed and Paid-up 25,47,56,278 Ordinary Shares of Rs. 10 each 254,75,62,780 Forfeited shares Amount originally paid up on 86,320 forfeited shares 6,41,172,50 Total 254,82,03,952.50 Subsequent to the above date and till the date of the Scheme being approved by the Board of Directors of the Demerged Company, there has been no change in the authorized, issued, subscribed and paid-up capital of the Demerged Company. 4.2. The share capital of the Resulting Company as on March 31, 2019 is as follows: Particulars Amounting Authorised: 110,00.00.000 Equity Sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Undertaking other than those referred to in Clause 1.1 of Part B above, outstanding loans and advances, if any, all kind of banking accounts including but not limited to current and saving accounts, term deposits, recoverable in cash or in kind or for value to be received, deposits, if any, with Governmental Authorities and other authorities and bodies, shall, without any further act, instrument or deed, be and stand transferred to and vested in the Resulting Company and/or be deemed to be transferred to and vested in the Resulting Company on the Appointed Date upon effectiveness of the Scheme, the Resulting Company shall upon sanction of the Scheme be entitled to the delivery and possession of all documents of title of such movable property in this regard. 1.3. All immovable properties of the Demerged Company in relation to the Demerged Undertaking, including land together with the buildings and structures standing thereon and rights and interests in immovable properties of the Demerged Company in relation to the Demerged Undertaking, whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto shall stand vested in and/or be de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sulting Company, so as to become on and from the Appointed Date, the debts, liabilities, bonds, debentures (including contingent liabilities), duties and obligations of the Resulting Company on the same terms and conditions as were applicable to the Demerged Company, and further that it shall not be necessary to obtain the consent/ approval of any Person who is a party to contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this Clause. Necessary modification as may be required would be carried out to the debt instrument issued by the Demerged Company in relation to the Demerged Undertaking. 1.6. Upon this Scheme becoming effective, the secured creditors (including any general purpose borrowings) of the Demerged Company in relation to the Demerged Undertaking and/or other holders of security over the properties of the Demerged Company in relation to the Demerged Undertaking shall be entitled to security only in respect of the properties, assets, rights, benefits and interest of the Demerged Company in relation to the Demerged Undertaking, as existing immediately prior to the effectiveness of this Scheme and the secure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s in favour of the Resulting Company. In so far as the various incentives, service lax benefits, subsidies (including applications for subsidies), rehabilitation schemes, grants, special status, rights, and other benefits or privileges enjoyed, granted by any Governmental Authority or by any other Person, or availed of, by the Demerged Company in relation to the Demerged Undertaking arc concerned, the same shall, without any further act or deed, vest with and be available to the Resulting Company on the same terms and conditions as are available to the Demerged Company in relation to the Demerged Undertaking. 1.8. All registrations, licenses, trademarks, patents, copyrights, domain names, applications for copyrights, patents, trade-names and trademarks, etc. pertaining to the Demerged Company in relation to the Demerged Undertaking, shall stand vested in the Resulting Company without any further act, instrument or deed, upon the sanction of the Scheme and upon this Scheme becoming effective. 1.9. Any third party or Governmental Authority required to give effect to any provisions of this Scheme, shall take on record the NCLT Orders sanctioning the Scheme on its file and duly recor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .12. For avoidance of doubt and without prejudice to the generality of any applicable provisions of this Scheme, it is clarified that in order to ensure (i) implementation of the provisions of the Scheme; (ii) uninterrupted transfer of the relevant consents, approvals, patents, permissions, licenses, registrations, certificates etc.; and (iii) continued vesting of the benefits, exemptions available to the Demerged Company in relation to the Demerged Undertaking in favour of the Resulting Company, the Board of Directors of the Demerged Company and the Resulting Company shall be deemed to be authorized to execute or enter into necessary documentations with any regulatory authorities or third parties, if applicable and the same shall be considered as giving effect to the NCLT Order(s) and shall be considered as an integral part of this Scheme. 2. CONSIDERATION 2.1. Upon the coming into effect of this Scheme, and in consideration of the transfer and vesting of the Demerged Undertaking of the Demerged Company in the Resulting Company, the Resulting Company shall, without any further application, act, instrument or deed, issue and allot to all the equity shareholders of the Demerged Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... consolidated shares directly to an authorised representative or an individual trustee or a board of trustees or a corporate trustee or a SEBI registered merchant banker, nominated by the Board of the Resulting Company in that behalf, who/which shall sell such shares in the market at such price or prices and on such time or times as he/she/it in its sole discretion decide and on such sale, shall, subject to withholding tax, distribute the net sale proceeds (after deduction of applicable taxes and other expenses incurred) to the concerned shareholders of the Demerged Company in proportion to their respective fractional entitlements. 2.5. In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholders of the Demerged Company, the Board of Directors of the Demerged Company, shall be empowered prior to the Record Date, to effectuate such transfers in the Demerged Company as if such changes in registered holders were operative as on the Record Date, in order to remove any difficulties arising to the transferors of the shares in relation to the New Shares after the Scheme is effected. The Board of Directors of the Demerged Company shall be empo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing in its books of account in the following manner: (i) The Demerged Company shall transfer all the assets and liabilities pertaining to the Demerged Undertaking as on the Appointed date at the values appearing in its books of account (i.e., the book value) at the Appointed Date to the Resulting Company. Accordingly, the Demerged Company shall reduce from its books of account, the book values appearing on such date in accordance with the provisions of Section 2(19AA) of the IT Act. (ii) Having recorded the transfer of the assets and liabilities, as aforesaid, the Demerged Company shall make necessary adjustments for the sake of compliance with Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013, specifically Ind AS 10 Appendix A 'Distribution of Non cash assets to Owners', and shall debit the fair value of the Demerged Undertaking to the Retained Earnings/General Reserve and create a corresponding liability. (iii) The book value of net assets derecognised at (i) above will be adjusted against the liability recognised at (ii) above. The difference, if any, shall be recognised in the Statement of Profit and Loss in accordance with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is Scheme, upon effectiveness of this Scheme: 4.1.1. the Demerged Company shall be liable for any Tax payable to Governmental Authorities under Applicable Laws relating to Tax ("Tax Laws") and shall be entitled to any refunds of Tax from Governmental Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking prior to the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Demerged Company and whether such payments or receipts are due or realised on, before or after the Appointed Date; and 4.1.2. the Resulting Company shall be liable for any Tax payable to Governmental Authorities under Tax Laws and shall be entitled to refunds of any Tax from Governmental Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking on or after the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Demerged Company and whether such payments or receipts are due or realised on, before or after the Appointed Date. 4.2. Upon effectiveness of this Scheme, all applicable Taxes pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , professional tax and other statutory returns, if required, claim credit for tax deducted at source, claim for sum prescribed under section 43B of the IT Act on payment basis, claim for deduction of provisions written back by the Demerged Company and the Resulting Company previously disallowed in the hands of the Demerged Company and the Resulting Company (relating to the Demerged Undertaking) respectively under the IT Act, credit of foreign taxes paid/withheld, if any, pertaining to the Demerged Company and the Resulting Company (relating to the Demerged Undertaking) as may be required consequent to implementation of this Scheme and wherever necessary to give effect to this Scheme, even if the prescribed time limits for filing or revising such returns have lapsed without incurring any liability on the Demerged Company or Resulting Company. The Demerged Company and the Resulting Company shall also be entitled to, amongst others, obtain TDS certificates, including TDS certificates relating to transactions between or amongst the Demerged Company and the Resulting Company and shall have the right to claim refunds, advance Tax credits, input Tax credit, CENVAT credits, credits of all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y or predominantly to the activities or operations of the Consumer Products Business prior to the Appointed Date, the Demerged Company shall promptly pay or reimburse the Resulting Company for such payment. 5. SAVING OF CONCLUDED TRANSACTIONS Subject to the terms of the Scheme, the transfer and vesting of the Demerged Undertaking and continuance of proceedings by or against the Resulting Company, as provided herein, shall not affect any transactions or proceedings already concluded by the Demerged Company before the Effective Date, to the end and intent that the Resulting Company accepts and adopts all acts, deeds and things done and executed by and/or on behalf of the Demerged Company in relation to the Demerged Undertaking as acts, deeds and things done and executed by and on behalf of the Resulting Company. 6. CONTRACTS, DEEDS AND OTHER INSTRUMENTS 6.1. Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all contracts, deeds, bonds, understandings whether written or oral and other instruments, if any, of whatsoever nature, in relation to the Demerged Undertaking, to which the Demerged Company is a party or to the benefit of which the Deme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ove shall stand transferred to the name of the Resulting Company and the same shall be continued, prosecuted, defended and enforced as the case may be by or against the Resulting Company, to the exclusion of the Demerged Company. 8. ALTERATION TO MEMORANDUM OF ASSOCIATION OF THE RESULTING COMPANY 8.1. With effect from the Appointed Date, the main object clause of the memorandum of association of the Resulting Company shall be deemed to be altered and amended, without any further act or deed, to include the objects as required for carrying on the business activities of the Demerged Company pursuant to the applicable provisions of the Act. Accordingly, the memorandum of association of the Resulting Company shall be altered and amended. 8.2. The following clauses shall replace Clause III (7) and III (10) of the main object clause of the memorandum of association of the Resulting Company and the new Clause III(10A) shall be added to the main object clause of the memorandum of association of the Resulting Company. The revised Clause III (7) and III (10) of main object clause of the Resulting Company shall read as under: "(7) To manufacture, produce, refine, prepare for market (whet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cts that contain the same including edible and nonedible applications, staples, cereals, pseudo cereals and processed derivatives thereof, spices, seasonings, ready to eat processed food products, nutritional solutions, natural, novel and processed foods, ingredients and formulations thereof, inorganic and organic materials and compounds based on novel processing and synthesis knowhow, ready to cook foods and spices, spice mixes and pastes or semi processed food products, sugar, sugar products, vegetable, ghee, edible oil, cooking oil, mineral oil, pre and pro biolic foods, sugar substitutes, natural foods, cocoa based, and other food products in and outside India." 8.3. It is clarified that the approval of the members of the Resulting Company to this Scheme shall be deemed to be their consent/ approval also to the consequential alteration of the memorandum of association of the Resulting Company and the Resulting Company in terms of Clause 8.2 of Part B above shall not be required to seek separate consent/ approval of its shareholders for such alteration of the memorandum of association as required under Sections 13, 14. 61, 62 and 64 of the Act and other applicable provisions of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not be required to seek separate consent/approval of its shareholders for such alteration of the memorandum of association and articles of association, as required under Sections 13, 14, 61, 62 and 64 of the Act and other applicable provisions of the Act. 10. STAFF, EMPLOYEES & WORKMEN 10.1. Upon the coming into effect of this Scheme, all the employees of the Demerged Company engaged in or in relation to the Demerged Undertaking immediately prior to the Effective Date, shall become the employees of the Resulting Company without any break or interruption of service and with the benefit of continuity of service on terms and conditions which are not less favourable than the terms and conditions as were applicable to them immediately prior to the Effective Date. 10.2. the Resulting Company agrees that the service of all employees engaged in or in relation to the Demerged Undertaking immediately prior to the Effective Date shall be taken into account for the purpose of all retirement benefits to which they may be eligible in the Demerged Company immediately prior into coming into effect of this Scheme, the Resulting Company further agrees that for the purpose of payment of any retre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d." 11.3. It is clarified that in the event any name other than 'Tata Consumer Products Limited' is made available by the Registrar of Companies and is acceptable to the Board of the Resulting Company, the name of the Resulting Company shall be changed to such other name and Clause 11.2 of Part B of this Scheme shall be read and applied accordingly. It is hereby further clarified that, for the purposes of acts and events as mentioned in Clause 11.1 and 11.2 of Part B above, the consent of the shareholders of the Resulting Company to this Scheme shall be deemed to be sufficient for the purposes of effecting the aforementioned amendment and that no further resolution under Sections 13 and 14 or any other applicable provisions of the Act, would be required to be separately passed, nor any additional fees (including fees and charges to the relevant Registrar of Companies) or stamp duty, shall be payable by the Resulting Company. 12. TREATMENT OF THE SCHEME FOR THE PURPOSES OF IT ACT The Scheme has been drawn up to comply with the conditions relating to "Demerger" as specified under Section 2(19AA) of the IT Act. If any of the terms or provisions of the Scheme are found or in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as the case may be, of the Resulting Company; 2.2.3 all loans raised and all liabilities and obligations incurred by the Demerged Company with respect to the Demerged Undertaking after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the Resulting Company and to the extent they are outstanding on the Effective Date, shall also, without any further act or deed be and be deemed to become the debts, liabilities, duties and obligations of the Resulting Company; 2.2. Except as provided under this Scheme, from the date of the Scheme being approved by the Board of Directors of the Demerged Company and the Resulting Company and up to the Effective Date the Demerged Company shall carry on the business of the Demerged Undertaking with diligence and prudence in the ordinary course, consistent with past practice in good faith and in accordance with Applicable Law. 2.3. The Resulting Company shall be entitled, pending the sanction of the Scheme, to apply to the Governmental Authorities concerned as are necessary under any Applicable Law for such consents, approvals and sanction ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Demerged Company and the Resulting Company are situated, for sanctioning this Scheme and all matters ancillary or incidental thereto under Sections 230 to 232 and other applicable provisions of the Act. 6. MODIFICATIONS OR AMENDMENTS TO THE SCHEME 6.1. The Demerged Company and the Resulting Company, through their respective Board of Directors or such other person or persons as the respective Board of Directors may authorize (including any committee or sub-committee thereof): (a) may, collectively, make and/or consent to any modifications / amendments to the Scheme or to any conditions or limitations that the NCLT or any other Governmental Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them. (b) shall be authorised to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions, whether by reason of any directive or orders of any other authorities or otherwise, arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith. 6.2. In case, post approval of the Scheme by the NCLT, there is any confusion in interpreting an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Demerged Company and the Resulting Company or their respective shareholders or creditors or employees or any other Person. 10. SEVERABILITY If any provision of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the mutual agreement of the Demerged Company and the Resulting Company in writing, affect the validity or implementation of the other provisions of this Scheme. If any provision of this Scheme hereof is invalid, ruled illegal by any court or tribunal of competent jurisdiction or unenforceable under present or future Applicable Laws, then it is the intention of the Parties that such provision shall be severable from the remainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletion of such provision shall cause this Scheme to become materially adverse to any Party, in which case the Parties shall attempt to bring about a modification in the Scheme, as will best preserve for such Parties the benefits and obligations of the Scheme, including but not limited to such provision. 11. COSTS All costs, charges and expenses including stamp duty on any deed, document, instrument or NCLT Orders including t ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
