INOTICE - UN SECURED CREDITORS

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1 I INOTICE - UN SECURED CREDITORS PRITIKA AUTOCAST LIMITED Registered Office : Vil. Batheri, Teh. Haroli, Tahliwala - Garhshankar Road, Dist. UNA, Himachal Pradesh Tel. No. : CIN Website : U34300HP2005PLCO29149 : info@pritikagroup.com : MEETING OF THE UNSECURED CREDITORS (HAVING VALUE OF RUPEES ONE LAKH AND ABOVE) OF PRITIKA AUTOCAST LIMITED (convened pursuant to an order dated 5th day of March 2018 as rectified vide order dated 9t day of Mardi, 2018 passed by the National Company Law Tribunal, Bench at Chandigarh) MEETING: Day Date Time Venue Saturday 21st Apri1, am. (1130 hours) Plot No. C-94, Phase VII, Industrial Area Focal Point, S.A.S. Nagar, Mohali, Punjab INDEX Sr. Contents Page No. 1. Notice convening the meeting of the Unsecured Creditors (having value of Rupees one Lakh and above) of Pritika Autocast Limited under the provisions of Sections of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules,

2 3. Annexure 1 Scheme of Amalgamation between Pritika Autocast Limited, the First Transferor Company and Nibber Castings Private Limited, the Second Transferor Company with Pritika Auto Industries Limited, the Transferee Company and their respective shareholders under Sections of the Companies Act, Annexure 2 Report adopted by the Board of Directors of Pritika Autocast Limited in its meeting held on 1st day of August, 2017 pursuant to the provisions of Section 5. Annexure Report adopted by the Board of Directors of Nibber Castings Private Limited in its meeting held on 1st day of August, 2017 pursuant to the provisions of Section 232(2)(c) of the Companies Act, Annexure Report adopted by the Board of Directors of Pritika Auto Industries Limited in its meeting held on 1st day of August, 2017 pursuant to the provisions of Section 232(2)(c) of the Companies Act, Annexure 5 Supplementary Un- audited Accounting Statement of Pritika Autocast Limited for the eight months period ended 30th November, Annexure 6 Supplementary Un-audited Accounting Statement of Nibber Castings Private Limited for the eight months period ended 30th November, Annexure 7 Supplementary Un-audited Accounting Statement of Pritika Auto Industries Limited for the eight months period ended 30th November, Proxy Form 11. Attendance Slip

3 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, AT CHANDIGARH CA (CAA) NO. 21 CHD /PB / 2017 In the matter of the Companies Act, 2013 AND IN THE MATTER OF APPLICATION UNDER SECTIONS 230 TO 232 READ WITH SECTION 52, 66 AND OTHER APPLICABLE PROVISIONS OF THE AND COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATION) RULES, 2016 In the matter of Pritika Autocast Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Nibber Castings Private Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Pritika Auto Industries Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Pritika Autocast Limited ( the First Transferor Company ) and Nibber Castings Private Limited ( the Second Transferor Company) WITH Pritika Auto Industries Limited ( the Transferee Company ) Pritika Autocast Limited, a company incorporated under the Companies Act, 1956, having its registered office at Vil Batheri, Teh. Haroli, Tahliwala-Garhshankar Road, Dist. Una, Himachal Pradesh the First Transferor / Applicant Company 3

4 NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS (HAVING VALUE OF RUPEES ONE LAKH AND ABOVE) OF THE APPLICANT COMPANY To, All the Unsecured Creditors (having value of Rupees one Lakh and above) of Pritika Autocast Limited (the "Applicant Company"): NOTICE is hereby given that by an Order dated 5 th day of March, 2018 as rectified vide order dated 9 th day of March, 2018 (the "Order"), the Hon'ble National Company Law Tribunal, Chandigarh Bench at Chandigarh ("NCLT") has directed a meeting to be held of the Unsecured Creditors (having value of Rupees one Lakh and above) of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation between Pritika Autocast Limited, the First Transferor Company and Nibber Castings Private Limited, the Second Transferor Company with Pritika Auto Industries Limited and their respective shareholders ("Scheme"). In pursuance of the said Order and as directed therein further notice is hereby given that a meeting of the Unsecured Creditors (having value of Rupees one Lakh and above) of the Applicant Company will be held at Plot No. C-94, Phase VII, Industrial Area Focal Point, S. A. S. Nagar, Mohali Punjab on Saturday, 21 st day of April, 2018 at a.m. (1130 hours) at which time and place you are requested to attend. At the meeting, the following resolution will be considered and if thought fit, be passed, with or without modification(s): "RESOLVED THAT pursuant to the provisions of Sections and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification or re-enactment thereof) as may be applicable and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon'ble National Company Law Tribunal, Chandigarh Bench at Chandigarh ("NCLT") and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Scheme of Amalgamation between Pritika Autocast Limited, the First Transferor Company and Nibber Castings Private Limited, the Second Transferor company with Pritika Auto Industries Limited, the Transferee Company and their respective shareholders ("Scheme') placed before this meeting and initialed by the Chairman of the meeting for the purpose of identification, be and is hereby approved. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper." 4

5 TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy provided that a proxy in the prescribed form, duly signed by you or your authorised representative, is deposited at the registered office of the Applicant Company at Vil Batheri, Teh. Haroli, Tahliwala- Garhshankar Road, Dist. Una, Himachal Pradesh not later than 48 (forty eight) hours before the time fixed for the aforesaid meeting. The form of proxy can be obtained free of charge from the registered office of the Applicant Company. TAKE FURTHER NOTICE that in compliance with the provisions of (i) Section 230(4) Companies Act, 2013; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; the Applicant Company has provided the facility of voting at the venue of the meeting so as to enable the Unsecured Creditors, to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by Unsecured Creditors of the Applicant Company to the Scheme shall be carried out through ballot or polling paper at the venue of the meeting to be held on 21 st day of April, Copies of the Scheme and of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, can be obtained free of charge at the registered office of the Applicant Company at Vil Batheri, Teh. Haroli, Tahliwala- Garhshankar Road, Dist. Una, Himachal Pradesh or at the office of its advocates, M/s. Yash Pal Gupta, Advocate, R&S Law Associates, SCO 40-41, Level-III, Sector 17 A, Chandigarh NCLT has appointed Mr. Justice (retd.) Rajive Bhalla and in his absence, Ms Eshna Kumar to be the alternate Chairman of the said meeting including for any adjournment or adjournments thereof. The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval of NCLT. A copy of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Scheme and the other enclosures as indicated in the Index are enclosed. For Pritika Autocast Limited Dated this 15 th day of March, 2018 Sd/- Harpreet Singh Nibber Managing Director DIN: Registered office: Vil Batheri, Teh. Haroli, Tahliwala-Garhshankar Road, Dist. Una, Himachal Pradesh Notes: 1. Only registered Unsecured Creditors (having value of Rupees one Lakh and above) of the Applicant Company may attend and vote either in person or by proxy (a proxy need not be a 5

6 Unsecured Creditors of the Applicant Company) at the meeting of the Unsecured Creditors of the Applicant Company. 2. The form of proxy can be obtained free of charge from the registered office of the Applicant Company. 3. All alterations made in the form of proxy should be initialed. 4. During the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a Unsecured Creditors (having value of Rupees one Lakh and above) would be entitled to inspect the proxies lodged at any time during the business hours of the Applicant Company, provided that not less than 3 (three) days of notice in writing is given to the Applicant Company. 5. NCLT by its Order has directed that a meeting of the Unsecured Creditors (having value of Rupees one Lakh and above) of the Applicant Company shall be convened and held at Plot No. C-94, Phase VII, Industrial Area Focal Point, S.A.S. Nagar, Mohali, Punjab on Saturday, the 21st day of April, 2018 at a. m. (1130 hours) for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme. Unsecured Creditors (having value of Rupees one Lakh and above) would be entitled to vote in the said meeting either in person or through proxy. 6. In compliance with the provisions of (i) Section 230(4) of the Companies Act, 2013; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; the Applicant Company has provided the facility of voting at the venue of the meeting so as to enable the Unsecured Creditors(having value of Rupees one Lakh and above), to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by Unsecured Creditors (having value of Rupees one Lakh and above) of the Applicant Company to the Scheme shall be carried out through ballot or polling paper at the venue of the meeting to be held on Saturday the 21 st of April, The quorum of the meeting of the Unsecured Creditors (having value of Rupees one Lakh and above) of the Applicant Company shall be 40 in number OR 25% in value whichever is higher. In case the required quorum as noted above for the meeting of Unsecured Creditors of the applicant company is not present at the commencement of the meeting, then the meeting shall be adjourned by half an hour and thereafter the person present shall be deemed to constitute the quorum. For the purpose of computing quorum, the valid proxies shall also be considered. 8. A registered Unsecured Creditors (having value of Rupees one Lakh and above) or his proxy, attending the meeting, is requested to bring the Attendance Slip duly completed and signed. 9. The registered Unsecured Creditors (having value of Rupees one Lakh and above) who are attending the meeting are requested to bring their ID for easy identification. 6

7 10. The documents referred to in the accompanying Explanatory Statement shall be open for inspection by the Unsecured Creditors (having value of Rupees one Lakh and above) at the registered office of the Applicant Company between a.m. and noon on all days (except Saturdays, Sundays and public holidays) up to the date of the meeting. 11. Unsecured Creditors who are having outstanding balance of Rupees one Lakh and above as on 30 th day of November, 2017, being the cutoff date, will be entitled to exercise their right to vote on the above resolution. 12. The Notice, together with the documents accompanying the same, is being sent to all the Unsecured Creditors (having value of Rupees one Lakh and above) either by registered post or airmail or by courier or by speed post or by hand delivery or electronically by to those Unsecured Creditors who have registered their ids with the Applicant Company whose names appear in the register of Unsecured Creditors as on 30th day of November The Notice will be displayed on the website of the Applicant Company A person, whose name is not recorded in the register of Unsecured Creditors (having value of Rupees one Lakh and above) as on the cutoff date i.e. 30 th day of November, 2017 shall not be entitled to avail the facility of voting at the meeting to be held on 21 st day of April, Voting rights shall be reckoned on the outstanding amount of the Unsecured Creditors as on 30th day of November, Persons, who are not Unsecured Creditors of the Applicant Company as on the cut-off date i.e. 30 th day of November, 2017 should treat this notice for information purposes only. 14. The notice convening the meeting will be published through advertisement in (i) Indian Express (Chandigarh Edition) in the English language; and (ii) translation thereof in Jag Bani (Chandigarh Edition) in Punjabi language. 15. In accordance with the provisions of Sections of the Companies Act, 2013, the Scheme shall be acted upon only if a majority of persons representing three fourth in value of the Unsecured Creditors (having value of Rupees one Lakh and above) of the Applicant Company, voting in person or by proxy agree to the Scheme. 16. Ms. Dimple Gupta, Chartered Accountant, H.No.201, H-Block, Royal Mansion, Peer Muchhala, Zirakpur, Mohali has been appointed as the scrutinizer to conduct and the voting at the venue of the meeting in a fair and transparent manner. 17. The scrutinizer will submit her report to the Chairman of the meeting after completion of the scrutiny of the votes cast by the Unsecured Creditors(having value of Rupees one Lakh and above), of the Applicant Company through ballot or polling paper at the venue of the meeting. The scrutinizer's decision on the validity of the vote shall be final. The results of votes cast through ballot or polling paper at the venue of the meeting will be announced on or before 24 th 7 7

8 day of April 2018 at the registered office of the Applicant Company. The results, together with the scrutinizer's Reports, will be displayed at the registered office of the Applicant Company, on the website of the Applicant Company, Any queries/grievances in relation to the voting may be addressed to Mr. Harpreet Singh Nibber Managing Director of the Applicant Company at Vil Batheri, Teh. Haroli, Tahliwala-Garhshankar Road, Dist. Una, Himachal Pradesh or through to Mr. Harpreet Singh Nibber, Managing Director of the Applicant Company can also be contacted at Encl.: As above 8

9 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, AT CHANDIGARH CA (CAA) NO. 21 CHD /PB / 2017 In the matter of the Companies Act, 2013 AND IN THE MATTER OF APPLICATION UNDER SECTIONS 230 TO 232 READ WITH SECTION 52, 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATION) RULES, 2016 AND In the matter of Pritika Autocast Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Nibber Castings Private Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Pritika Auto Industries Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Pritika Autocast Limited ( the First Transferor Company ) and Nibber Castings Private Limited ( the Second Transferor Company) WITH Pritika Auto Industries Limited ( the Transferee Company ) Pritika Autocast Limited, a company incorporated under the Companies Act, 1956, having its registered office at Vil Batheri, Teh. Haroli, Tahliwala-Garhshankar Road, Dist. Una, Himachal Pradesh the First Transferor / Applicant Company 3 9

10 EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES. ARRANGEMENTS AND AMALGAMATIONS) RULES Pursuant to the order dated 5 th day of March, 2018, as rectified vide order dated 9 th day of March, 2018 passed by the Hon'ble National Company Law Tribunal, Chandigarh Bench at Chandigarh (the "NCLT"), in Company Scheme Application No. CA (CAA) NO. 21 CHD /PB / 2017 ("Order"), a meeting of the Unsecured Creditors (having value more than Rupees one Lakh) of Pritika Autocast Limited (hereinafter referred to as the "Applicant Company" or the "First Transferor Company" or (PACL) " as the context may admit) is being convened at Plot No. C-94, Phase VII Industrial Area Focal Point, S.A.S.Nagar, Mohali, Punjab on Saturday, the 21 st day of April 2018 at a.m. (1130 hours), for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation between Pritika Autocast Limited (hereinafter referred to as the "First Transferor Company" or "PACL" as the context may admit) and Nibber Castings Private Limited (hereinafter referred to as the "Second Transferor Company" or "NCPL" as the context may admit) and Pritika Auto Industries Limited (hereinafter referred to as the "Transferee Company" or "PAIL" as the context may admit) and their respective shareholders under Sections and other applicable provisions of the Companies Act, 2013 (the "Scheme"). PACL, NCPL and PAIL are together referred to as the "Companies". A copy of the Scheme, which has been, inter alias, approved by the Board of Directors of the Applicant Company at its meeting held on 1st day of August, 2017, is enclosed as Annexure 1. Capitalized terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated. 2. In terms of the said Order, the quorum for the aforesaid meeting of the Unsecured Creditors(having value of Rupees one Lakh and above) of the Applicant Company shall be 40 in number OR 25% in value whichever is higher present in either person or proxy. In case the required quorum as noted above for the meeting of Unsecured Creditors (having value of Rupees one Lakh and above) of the applicant company is not present at the commencement of the meeting, then the meeting shall be adjourned by half an hour and thereafter the person present shall be deemed to constitute the quorum. Further in terms of the said Order, NCLT, has appointed Mr. Justice (retd.) Rajive Bhalla, and in his absence, Ms. Eshna Kumar, as the alternate Chairman of the meeting of the Applicant Company including for any adjournment or adjournments thereof. 3. This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 (the "Act") read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the "Rules"). 4. As stated earlier, NCLT by its said Order has, inter alia, directed that a meeting of the Unsecured Creditors (having value of Rupees one Lakh and above) of the Applicant Company shall be convened and held at Plot No. C-94, Phase VII Industrial Area Focal Point, S. A. S. Nagar, Mohali, Punjab on Saturday the 21 st day of April, 2018 at a.m. (1130 hours) for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme. Unsecured Creditors (having value 10

11 of Rupees one Lakh and above) would be entitled to vote in the said meeting either in person or through proxy. 5. In accordance with the provisions of Sections of the Act, the Scheme shall be acted upon only if a majority in persons representing three fourths in value of the Unsecured Creditors(having value of Rupees one Lakh and above) of the Applicant Company, voting in person or by proxy agree to the Scheme. 6. If the entries in the books /register of the Applicant Company in relation to the number or value, as the case may be, of the Unsecured Creditors (having value of Rupees one Lakh and above) are disputed, the Chairman of the meeting shall determine the number or value, as the case may be, for the purposes of the said meeting and his decision in that behalf would be final. Particulars of PRITIKA AUTO INDUSTRIS LIMITED (PAIL) 7. The Company (PAIL) was incorporated on April 11, 1980 under the Companies Act, 1956 (No.1 of 1956) in the State of Maharashtra as Hariganga Machineries and Engineering Services Limited and received the Certificate of Incorporation bearing number of 1980 from the Registrar of Companies ( ROC ), Maharashtra, Bombay. The Company had also received Certificate for Commencement of Business from ROC, Maharashtra on 25 th April, The CIN of the Company was L45208MH1980PLC The name of the Company was changed from Hariganga Machineries and Engineering Services Limited to Shivkrupa Machineries and Engineering Services Limited on 5 th August, 2015 and a fresh certificate of incorporation consequent on change of name was obtained from ROC, Maharashtra, Mumbai. The Equity Shareholders have passed a special resolution through Postal Ballot on 7 th March, 2017 for change of name from Shivkrupa Machineries and Engineering Services Limited to its present name i.e. Pritika Auto Industries Limited and a fresh certificate of incorporation dated 16 th March, 2017 consequent on change of name was obtained from ROC, Maharashtra, Mumbai. There has been change in the name of PAIL in the last five (5) years, the details of which have been given hereinabove. The Corporate Identification Number of PAIL is L45208PB1980PLC The Permanent Account Number of PAIL is AAACH4698C. The shares of PAIL are listed on BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). 8. The Registered Office of PAIL is situated at Plot No. C-94, Phase VII Industrial Focal Point, S.A.S. Nagar, Mohali, Punjab The Hon,ble Regional Director (WR) Mumbai, vide his order dated 9 th June, 2017 has sanctioned a Petition for shifting of the Registered Office of the company from the State of Maharashtra to the State of Punjab. There has been change in the registered office address of PAIL in the last five (5) years. The details of which has been given hereinabove. The address of PAIL is compliance@pritikaautoindustries.com. 9. The objects for which PAIL has been established are set out in its Memorandum of Association. The main objects of PAIL are as follows: 11

12 To carry on the business of Manufacturers, Designers, Planners, Engineers, Consultants, Contractors, Fabricators, Assemblers, Processor, Patentees, Dealers, and Traders, Importers and Exporters of Industrial and Non Industrial Plants Machineries, equipments, tools stores and spares and to promote develop and provide design plans, layout and technical knowledge, processes, turnkey consultancy, engineering and allied services within and outside India. To carry on the business as manufacturers, buyers, sellers, assembling or distributing processors, founders, forgers, converters, fabricators, assemblers, importers, exporters, agents, buyers, and sellers of all types of metal, alloys, castings, automobile parts, machine tools, tractor parts, all types of machinery, plant equipment, component, spares, tools, engineering goods and accessories including zigs and fixtures, bolts and nuts, screws of any size and design for motor vehicles, or components parts thereof, chassis motors, buses lorries, omnibuses, engines, locomotives; scooters, tracks, tractors and other vehicle and component or motor vehicle parts, Tools, implements, spare parts, accessories, materials and allied products of automobiles industry for use as original equipment or otherwise and processing, assembling, jobbing, fabricating, manufacturing and marketing and dealers of automobile accessories and spares, automotive parts connect therewith. There has been change in the object clause of PAIL in the last 5 years. The Shareholders of the company have passed a Special Resolution through Postal ballot on 4 th day of March, 2017 for amendment in object clause of the Memorandum of Association of the company. The Company has obtained a certificate dated 9 th day of March, 2017 from the office of Registrar of Companies Maharashtra, Mumbai for registration of Special Resolution for alteration of Object clause of the company. 10. PAIL is a part of Pritika Group. The brief description of some of the major businesses being carried out by PAIL along with its subsidiaries, joint ventures and associates are as under: a) PAIL is engaged in the business of trading of Machineries, Equipments and Tools and various Industrial Products and Providing Engineering and Allied Services to its Clients b) PAIL holds 100% of the paid-up equity share capital of Pritika Autocast Limited (PACL) which is engaged in the business of manufacturing, buying, selling, assembling all types of metals, alloys, castings, automobile parts, tractor parts, and accessories including zigs and fixtures, bolts and nuts, or components part thereof. c) PAIL holds 100% paid-up equity share capital of Nibber Castings Private Limited (NCPL), which is engaged in the business of manufacturing, buying, selling, assembling all types of metals, alloys, castings, automobile parts, tractor parts, and accessories including zigs and fixtures, bolts and nuts, or components part thereof. d) PRITIKA INDUSTRIES LIMITED (PIL) holds 49,10,253 Equity shares of PAIL and is engaged in the business of as manufacturers, buying, selling, exchange, altering, improving, assembling or distributing and dealing in Tractor parts, Machine Tools, and Machine Tools accessories 12

13 including zings and fixtures, bolts and nuts, screws of any size and design for Motor vehicles or components parts thereof, chassis, Motors, buses, lorries, omnibuses, engines, locomotives, scooters, tracks, tractors and other vehicle and component or motor vehicle parts, tools, implements, spare parts, accessories, materials and allied products of automobiles industry for use as original equipment or otherwise. 11. The Authorised, Issued, Subscribed and Paid up Share Capital of PAIL as on 31 st March 2017 is as follows: Share Capital Amount in Rs. Authorised Share Capital 1,50,00,000 Equity Shares of Rs. 10/- each 15,00,00,000 Issued, Subscribed and Paid Up Capital Total 15,00,00,000 1,35,42,000 Equity Shares of Rs. 10/- each 13,54,20,000 Total 13,54,20, Subsequent to 31 st March, 2017, there is change in the Authorised, issued, subscribed and paid up share capital of PAIL, the details of which are as under. a) The Shareholders at their Extra Ordinary General Meeting held on 8 th day of December, 2017 have passed an Ordinary Resolution for increase of an Authorised share Capital from Rs.15,00,00,000/- to Rs.20,00,00,000/- b) The Board of Directors of the company at their Board Meeting held on 22 nd December, 2017 have allotted 40,17,500 Equity shares of Rs.10/- each at a price of Rs.74.10/- on Preferential allotment basis to the allottees who are Promoters and Non Promoters of the company. Out of the said allotment 3,25,000 Equity shares have been allotted to Promoters on conversion of Loan into Equity Shares and 36,92,500 ( Promoters 3,50,000 Equity shares and Non promoters- 33,42,500 Equity Shares) Equity shares have been allotted for cash. 13

14 c) The Present Authorised, issued, subscribed and paid up share capital of PAIL is as under. Share Capital Amount in Rs. Authorised Share Capital 2,00,00,000 Equity Shares of Rs. 10/- each 20,00,00,000 Total 20,00,00,000 Issued, Subscribed and Paid Up Capital 1,75,59,500 Equity Shares of Rs. 10/- each 17,55,95,000 Total 17,55,95,000 Particulars of PRITIKA AUTO CAST LIMITED (PACL) 13. The Company was incorporated as a Private Limited Company under the Companies Act, 1956, on 7 th November, 2005 in the name of Pritika Autocast Private Limited in the State of Himachal Pradesh. The name of the Company was changed to its present name to PRITIKA AUTOCAST LIMITED by deleting the word Private from its name and a fresh Certificate of Incorporation dated 12 th June, 2014 has been obtained consequent upon conversion from Private Company to Public Company from the Registrar of Companies, Himachal Pradesh. There has been no further change in the name of PACL in the last five (5) years except deletion of word Private from its name in the year The Corporate Identification Number of PACL is U34300HP2005PLC The Permanent Account Number of PACL is AADCP8486H. The Equity shares of PACL were listed with SME-Institutional Platform (ITP) of BSE Ltd. The Equity Shares of the company have voluntarily been delisted from SME- Institutional Trading Platform (ITP) of BSE Ltd. w. e. f 21 st February, At present the PACL is an Unlisted Public Company and its entire Issued, Subscribed and Paid up Equity Share Capital is held by the PAIL. By virtue of the Shareholding pattern, the PACL is a Wholly Owned Subsidiary of the PAIL. 14. The Registered Office of PACL is situated at Vill. - Batheri, Teh Haroli, Tahliwala- Garhshankar Road, Dist- UNA, HP There has been no change in the registered office address of PACL in last five (5) years. The address of PACL is info@pritikagroup.com. 15. The objects for which PACL has been established are set out in its Memorandum of Association. The main object of PACL are, inter alia, as follows: To carry on the business as manufacturers, buyers, sellers, assembling or distributing processors, founders, forgers, convertors, fabricators, assemblers, importers, exporters, agents, buyers, and sellers of all types of metals, alloys, castings automobile parts, tractor parts and accessories including zigs and fixtures, bolts and nuts, screws of any size and design for 14

15 motor vehicles, or components parts thereof, chassis motors, buses lorries, omnibuses, engines, locomotives, scooters, Tracks, tractors and other vehicle and component or motor vehicle parts, Tools, implements, spare parts, accessories, materials and allied products of automobiles industry for use as original equipment or otherwise and processing, assembling, jobbing, fabricating, manufacturing, and marketing and dealers of automobile accessories and spares, automotive parts connect therewith. There has been no change in the object clause of PACL in the last 5 years. 16. PACL is a part of Pritika Group. PACL is engaged in the business of manufacturing, buying, selling, assembling all types of metals, alloys, castings, automobile parts, tractor parts, and accessories including zigs and fixtures, bolts and nuts, or components part thereof. PACL is an Unlisted Public Company and the entire Issued, Subscribed and Paid up Equity Share Capital is held by the PAIL. By virtue of the Shareholding pattern, PACL is a Wholly Owned Subsidiary of PAIL. 17. The Authorised, Issued, Subscribed and Paid up Share Capital of PACL as on 31 st day of March 2017 and as on date is as under. Share Capital Amount in Rs. Authorised Share Capital 1,40,00,000 Equity Shares of Rs.10/- each 14,00,00,000 Total 14,00,00,000 Issued, Subscribed and Paid Up Capital 1,20,26,475 Equity Shares of Rs. 10/- each 12,02,64,750 Total 12,02,64, Subsequent to 31 st March, 2017, there is no change in the Authorised, issued, subscribed and paid up share capital of PACL. 19. PAIL holds 1,20,26,475 (100%) equity shares in PACL. PACL is a wholly owned subsidiary company of PAIL. On amalgamation of PACL with PAIL, these equity shares will stand cancelled as provided in the Scheme. 15

16 Particulars of NIBBER CASTINGS PRIVATE LIMITED (NCPL) 20. The Company was incorporated as a Private Limited Company under the Indian Companies Act, 1956, on 3 rd January, 1996 in the name of Nibber Castings Private Limited in the State of Punjab. There has been no change in the name of NCPL in the last five (5) years. The Corporate Identification Number of NCPL is U27107PB1996PTC The Permanent Account Number of NCPL is AAACN5719L. The Equity shares of NCPL are not listed on any stock exchanges. At present the NCPL is an Unlisted Private Company and its entire Issued, Subscribed and Paid up Equity Share Capital is held by the PAIL. By virtue of the Shareholding pattern, the NCPL is a Wholly Owned Subsidiary of the PAIL. 21. The Registered Office of NCPL is situated at Plot No. C-94, Phase-VII, Focal Point Industrial Area, S.A.S. Nagar, Mohali Punjab. There has been no change in the registered office address of NCPL in last five (5) years. The address of NCPL is info@pritikagroup.com. 22. The objects for which NCPL has been established are set out in its Memorandum of Association. The main object of NCPL are, inter alia, as follows: To carry on the business as manufactures, processors, founders, forgers, convertors, fabricators, assemblers, importers, exporters, agents, buyers, and sellers of all types of metals, alloys, castings, automobile parts, machine tools, and engineering goods. To Carry on the business as manufacturers, fabricators, assemblers, installers, agents, dealers, importers, exporters, buyers and sellers of all types of machinery, plant equipment, component, spares and tools. The company vide Special Resolution passed by its members in their Extra Ordinary General Meeting held on 8 th day of July 2017, added clause 18 in The objects incidental or ancillary to the attainment of the main objects and certificate dated 28 th day of July, 2017 was issued in this respect by the office of Registrar of Companies, Punjab at Chandigarh. Except this there has been no change in the object clause of NCPL in the last 5 years. 23. NCPL is a part of Pritika Group. NCPL is engaged in the business of manufacturing, buying, selling, assembling all types of metals, alloys, castings, automobile parts, tractor parts, and accessories including zigs and fixtures, bolts and nuts, or components part thereof. NCPL is an Unlisted Private Company and the entire Issued, Subscribed and Paid up Equity Share Capital is held by the PAIL. By virtue of the Shareholding pattern, NCPL is a Wholly Owned Subsidiary of PAIL. 16

17 24. The Authorised, Issued, Subscribed and Paid up Share Capital of NCPL as on 31 st day of March 2017 and as on date is as under. Share Capital Amount in Rs. Authorised Share Capital 25,00,000 Equity Shares of Rs.10/- each 2,50,00,000 Total 2,50,00,000 Issued, Subscribed and Paid Up Capital 25,00,000 Equity Shares of Rs.10/- each 2,50,00,000 Total 2,50,00, Subsequent to 31 st March, 2017, there is no change in the Authorised, issued, subscribed and paid up share capital of NCPL. 26. PAIL holds 25,00,000 (100%) equity shares in NCPL. NCPL is a wholly owned subsidiary company of PAIL. On amalgamation of NCPL with PAIL, these equity shares will stand cancelled as provided in the Scheme. Description and Objective of the Scheme 27. The Scheme provides for, inter alia, I. The amalgamation of PACL and NCPL with PAIL II. Cancellation of the equity shares held by PAIL in PACL and NCPL; III. Dissolution without winding up of PACL and NCPL IV. Merger of the authorised share capital of PACL and NCPL with the authorised share capital of PAIL V. Various other matters consequential to or otherwise integrally connected with the above. VI. The proposal is to be implemented in terms of the Scheme under Sections of the Act. 28. The objective is stated in Clause 1.2 of the Scheme (Annexure 1) and is as under: Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value and will improve the competitive position of the combined entity. 17

18 The existence of independent companies at times result in duplication of efforts and the integration and combination of such businesses will lead to greater and optimal utilization of resources. The amalgamation would, therefore, enable the Transferee Company to increase operations and confer a competitive advantage on the entire business. With integrated processes, the Transferee Company can achieve higher scales of operation. The amalgamation of the operations of the Transferor Companies into the Transferee Company will assist the Transferee Company and its management in meeting the funding through a common funding mechanism. This will result in effective management and utilization of funds for capital expenditure and working capital. The efficiencies generated through cash management of the merged entity and access to cash flow generated by the combined business can be deployed more efficiently to fund organic and inorganic growth opportunities and to maximize shareholders value. The amalgamated company will have the benefit of synergy, optimum use of human relations, expertise, and stability of operations and would help to achieve economies of scale through efficient utilization of resources and facilities. Strengthened leadership in the Industry, in terms of the asset base, revenues, product range, production volumes and market share of the combined entity. The amalgamated entity will have the ability to leverage on its large asset base and vast pool of intellectual capital, to enhance shareholder value. Enable the shareholders of PRITIKA AUTO INDUSTRIES LIMITED to get direct participation in the business of its present wholly owned subsidiaries (being PRITIKA AUTOCAST LIMITED and NIBBER CASTINGS PRIVATE LIMITED) Simplified group and business structure; Major Developments / Actions post announcement of the Scheme 29. There are no major developments / actions have taken place since announcement of the scheme except issue and allotment of Equity Shares on Preferential allotment basis in Pritika Auto Industries Limited (PAIL), the details of which has been given hereinabove and further the company (PAIL) has formed a wholly owned subsidiary under name & style Pritika Engineering Components Pvt. Ltd (CIN:U28999PB2018PTC047462) having Regd. Office at Plot No. C-94, Phase VII, Industrial Focal Point, S.A.S. Nagar, Mohali (Punjab). The Authorised Share Capital of the company is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each. PAIL has invested Rs. 4,50,00,020/- by subscribing 45,00,002 equity shares of Rs. 10/- each in the new company. The new company will be engaged in manufacturing of auto components and parts. 18

19 Corporate Approvals 30. The proposed Scheme was placed before the Audit Committee of PAIL at its meeting held on 1 st day of August, The Audit Committee of PAIL based on the aforesaid, inter alia, recommended the Scheme to the Board of Directors of PAIL. 31. The Scheme was placed before the Board of Directors of PAIL, at its meeting held on 1 st day of August, The report of the Audit Committee was also submitted to the Board of Directors of PAIL. Based on the aforesaid, the Board of Directors of PAIL approved the Scheme. The meeting of the Board of Directors of PAIL held on 1 st day of August, 2017, was attended by Four (4) directors (namely, Mr. Raminder Singh Nibber, Mr. Harpreet Singh Nibber, Mr. Neeraj Bajaj and Ms. Sapna Khandelwal in person). Mr. Raminder Singh Nibber, Mr. Harpreet Singh Nibber, being part of Promoter Group, abstained from voting on the resolution in respect of the Scheme. None of the directors of PAIL who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of PAIL who attended and voted at the meeting. 32. The Scheme was placed before the Board of Directors of PACL, at its meeting held on 1 st day of August, Based on the aforesaid, the Board of Directors of PACL approved the Scheme. The meeting of the Board of Directors of PACL, held on 1 st day of August 2017, was attended by Four (4) directors (namely, Mr. Raminder Singh Nibber, Mr. Harpreet Singh Nibber, Mr. Neeraj Bajaj and Mr. Parvinder Singh Sahni in person). Mr. Raminder Singh Nibber, Mr. Harpreet Singh Nibber being part of the promoter group, abstained from voting on the resolution in respect of the Scheme. None of the directors of PACL who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of PACL who attended and voted at the meeting. 33. The Scheme was placed before the Board of Directors of NCPL, at its meeting held on 1 st day of August, Based on the aforesaid, the Board of Directors of NCPL approved the Scheme. The meeting of the Board of Directors of NCPL, held on 1 st day of August 2017, was attended by four (4) directors (namely, Mr. Raminder Singh Nibber, Mr. Harpreet Singh Nibber, Mr. Neeraj Bajaj and Mr. Ramesh Chander Saini in person). Mr. Raminder Singh Nibber, Mr. Harpreet Singh Nibber being part of the promoter group, abstained from voting on the resolution in respect of the Scheme. None of the directors of NCPL who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of NCPL who attended and voted at the meeting. Approvals and actions taken in relation to the Scheme 34. BSE has been appointed as the designated stock exchange by PAIL for the purpose of coordinating with the SEBI, pursuant to the SEBI Circular. The provisions of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated 10 th March, 2017 shall not apply to Schemes which solely provides for merger of a wholly owned subsidiary with the Parent company reference is made 19

20 to the SEBI (LODR) (Amendment) Regulations, 2017 whereby the Sub-Regulation (6) to Regulation 37 is inserted. The Transferor Companies ( PACL and NCPL) are wholly owned subsidiaries of the Transferee Company (PAIL). However the Transferee company as per the requirement of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated 10 th March, 2017 has filed draft Scheme with BSE Limited on 8 th August, 2017 and the same has been disseminated by BSE Limited on its website. The copy of the draft Scheme has also been filed with The Calcutta Stock Exchange Limited on 11 th September, The Companies or any of them would obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required. 36. The applications along with the annexure thereto (which includes the Scheme) were filed by the Companies with the NCLT, on 21st day of November, This notice convening Meeting of the Unsecured Creditors (having value more than Rupees one Lakh) of the Applicant Company along with aforesaid documents are placed on the website of the Company Salient extracts of the Scheme 38. The salient extracts of the Scheme are as Under: DEFINITIONS A. "Appointed Date" means 1 st April, 2017 or such other date as the National Company Law Tribunal [NCLT] Chandigarh Bench, Chandigarh may direct, which shall be the date with effect from which this Scheme shall become effective and with effect from which date the Transferor Companies shall amalgamate with the Transferee Company in terms of the Scheme, upon the order sanctioning this Scheme becoming effective. B. "Effective Date" shall mean the last of the dates on which a certified copy of the order passed by the NCLT sanctioning the Scheme, is filed by PACL, NCPL and PAIL respectively, with the Concerned Registrar of Companies, in terms of Section 232 (5) or any other provisions if any of the Companies Act, C. "Transferred Undertaking" means and includes the whole of the undertaking of the Transferor Companies together, as on the Appointed Date (further details of which are set out in Paragraph 3.2. of the Scheme ), and includes: i. all assets of the Transferor Companies, wherever situated, as are movable in nature, whether present, future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal, including without limitation current assets, capital work in progress including any capital expenditure on projects pending commencement of operations and project expenditure incurred, furniture, fixtures, appliances, accessories, office equipment, communication facilities, installations, vehicles, utilities, actionable claims, earnest monies, security deposits and sundry 20

21 debtors, bills of exchange, inter corporate deposits, financial assets and accrued benefits thereto, insurance claims recoverable, prepaid expenses, outstanding loans and advances recoverable in cash or in kind or for value to be received (including capital advances),provisions, receivables, funds, cheques and other negotiable instruments, cash and bank balances and deposits including accrued interests thereto with Governmental Authority, other authorities, bodies, customers and other persons, benefits of any bank guarantees, performance guarantees, corporate guarantees, letters of credit and tax related assets (including service tax, input credits, CENVAT credits, value added tax, sales tax, Goods and Service Tax(GST), entry tax credits or set-offs and any other tax benefits, exemptions and refunds) ii. iii. iv. all immovable properties (i.e., land together with the buildings and structures standing thereon or under construction, (whether freehold, leasehold, leave and licensed or otherwise) including any tenancies in relation to office space, building plans, guest houses and residential premises including those provided to/occupied by the Transferred Employees (as defined hereinafter) and documents of title, rights and easements in relation thereto and all plant and machineries constructed on or embedded or attached to any such immovable properties and all rights, covenants, continuing rights, title and interests in connection with the said immovable properties; all investments of the Transferor Companies including in the form of shares, scrips, stocks, bonds, debentures, debenture stock, units or pass through certificates and other securities and instruments, including all rights, interest and entitlement in relation thereto and rights and options exercised and application or subscription made for or in relation thereto ("Investments"); all permits, licenses, permissions, approvals, consents, municipal permissions, benefits, registrations, rights, entitlements, certificates, clearances, authorities, allotments, quotas, noobjection certificates and exemptions of the Transferor Companies including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereof, including applications made in relation thereto ("Licenses"); v. all benefits, entitlements, incentives and concessions under incentive schemes and policies including under customs, excise, service tax, VAT, sales tax and entry tax and GST and income tax laws, subsidy receivables from Government, grants from any Governmental Authority, all other direct tax benefit/ exemptions/ deductions, to the extent statutorily available to the respective Transferor Companies, alongwith associated obligations; vi. all contracts, agreements, Joint Venture Agreement, memorandum of understanding, bids, tenders, expressions of interest, letters of intent, commitments including to clients, and other third parties, hire and purchase arrangements, other arrangements, undertakings, deeds, bonds, investments and interest in projects undertaken by the Transferor Companies, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise, to which the Transferor Companies is a party, or to the benefit of which the Transferor Companies may be eligible ("Contracts") 21

22 vii. viii. ix. all intellectual property rights of the Transferor Companies, including pending applications (including hardware, software, source codes, parameterization and scripts), registrations, goodwill, logos, trade names, trademarks, service marks, copyrights, patents, technical knowhow, trade secrets, domain names, computer programmes, moral rights, development rights, finished and ongoing research and development programs and all such rights of whatsoever description and nature, whether or not registered, owned or licensed, including any form of intellectual property which is in progress ("Intellectual Property"); all employees of the Transferor Companies, whether permanent or temporary, engaged in or in relation to the Transferor Companies as on the Effective Date and whose services are transferred to the Transferee Company ("Transferred Employees") and contributions, if any, made towards any provident fund, employees state insurance, gratuity fund, staff welfare scheme or any other special schemes, funds or benefits, existing for the benefit of such Transferred Employees ("Funds"), together with such of the investments made by these Funds, which are referable to such Transferred Employees; all loans, debts, borrowings, obligations, duties, forward contract liability, cash credits, bills discounted, deferred income, contingent liability and liabilities (including present, future and contingent liabilities) pertaining to or arising out of activities or operations of the Transferor Companies, including obligations relating to guarantees in respect of borrowings and other guarantees ("Transferred Liabilities"); x. all legal (whether civil or criminal), taxation or other proceedings or investigations of whatsoever nature (including those before any Governmental Authority) that pertain to the Transferor Companies, initiated by or against the Transferor Companies or proceedings or investigations to which the Transferor Companies is party to, whether pending as on the Appointed Date or which may be instituted any time in the future ("Proceedings"); xi. xii. all taxes, duties, cess, income tax benefits or exemptions including the right to claim deduction, to carry forward losses and tax credits under any provision of the Income Tax Act etc., that are allocable, referable or related to the Transferor Companies, including all credits under Income tax Act, including MAT credit, book losses (if any), all or any refunds, interest due thereon, credits and claims relating thereto; and all books, records, files, papers, engineering and process information, building plans, databases, catalogues, quotations, advertising materials, lists of present and former credit, and all other books and records, whether in physical or electronic form, of the Transferor Companies. 22

23 AMALGAMATION OF THE TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY D. Upon the order of the NCLT sanctioning the Scheme becoming effective, on and from the Appointed Date, the Transferred Undertaking of the Transferor Companies shall, together with all its properties, assets, agreements including development Agreements, joint venture Agreements, expression of Interest(EOI), rights, benefits, interests, liabilities and obligations, subject to the provisions of Paragraph 3.2 hereof in relation to the mode of vesting, and without any further deed or act and in accordance with Sections 230 to 232 of the Companies Act, 2013 and all other applicable provisions of law, be transferred to and vested in and be deemed to have been transferred to and vested in, the Transferee Company, as a going concern. E. Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, upon the Scheme becoming effective and with effect from the Appointed Date : a) In respect of such assets of the Transferor Companies as are moveable in nature or are otherwise capable of transfer by delivery of possession, payment or by endorsement and delivery, the same shall stand transferred to and be vested in the Transferee Company and shall become the property of the Transferee Company. b) In respect of such assets of the Transferor Companies as are or represent Investments registered and/or held in any form by or beneficial interest wherein is owned by the Transferor Companies, the same shall stand transferred/transmitted to and be vested in and/or be deemed to have been transferred/transmitted to and vested in the Transferee Company, together with all rights, benefits and interest therein or attached thereto, without any further act or deed and thereupon the Transferor Companies shall cease to be the registered and/or the beneficial owner of such investments. c) In respect of such of the moveable assets belonging to the Transferor Companies other than those specified in paragraph 3.2.1(a) and (b) of the Scheme, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or value to be received, bank balances and deposits, if any, the same shall (notwithstanding whether there is any specific provision for transfer of credits, assets or refunds under the applicable laws, wherever applicable), without any further act, instrument or deed by the Transferor Companies or the Transferee Company or the need for any endorsements, stand transferred from the Transferor Companies to and in favour of the Transferee Company. d) All immovable properties of the Transferor Companies (i.e., land together with the buildings and structures standing thereon or under construction, development rights) (whether freehold, leasehold, leave and licensed or otherwise) including any tenancies in relation to warehouses, office space, guest houses and residential premises including those provided to/occupied by the Transferred Employees and all documents of title, rights and easements in relation thereto and all plant and machineries constructed on or embedded or 23

24 attached to any such immovable properties and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties, shall stand transferred to and be vested in and be deemed to have been transferred to and vested in the Transferee Company, without any further act or deed done/executed or being required to be done/executed by the Transferor Companies or the Transferee Company or both. e) All Licenses, building plans, permits, registrations & ownership certificate issued by various registering & statutory authorities relating to the Transferor Companies shall stand transferred to and be vested in the Transferee Company, without any further act or deed done by the Transferor Companies or the Transferee Company and be in full force and effect in favour of the Transferee Company, as if the same were originally given to, issued to or executed in favour of the Transferee Company and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company. f) All benefits, entitlements, incentives and concessions under incentive schemes and policies that the respective Transferor Companies is entitled to, including under customs, excise, service tax, VAT, GST, sales tax and entry tax and income tax laws, subsidy receivables from Government, grants from any governmental authority, direct tax benefit/ exemptions/ deductions, shall, to the extent statutorily available and alongwith associated obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions g) All Contracts, Agreements including Development Agreements, Development Rights, of the Transferor Companies which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or oblige thereto. Any inter-se contracts between the Transferor Companies on One hand and the Transferee Company on the other hand and the Transferor companies amongst themselves shall stand cancelled and cease to operate upon the coming into effect of this Scheme. All guarantees provided by any bank in favour of the Transferor Companies outstanding as on the Effective Date, shall vest in the Transferee Company and shall enure to the benefit of the Transferee Company and all guarantees issued by the bankers of the Transferor Companies at the request of the Transferor Companies favouring any third party shall be deemed to have been issued at the request of the Transferee Company and continue in favour of such third party till its maturity or earlier termination. h) All Intellectual Property of the Transferor Companies shall stand transferred to and be vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the 24

25 Transferor Companies, the Transferee Company had been a party or beneficiary or obligee thereto. i) All Transferred Employees of the Transferor Companies shall be deemed to have become the employees and staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on terms and conditions no less favorable than those on which they are engaged by the Transferor Companies, as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefit, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits. The Transferee Company agrees that the services of all transferred Employees with the Transferor Companies prior to the transfer, shall be taken into account for the purposes of all benefits to which such Transferred Employees may be eligible, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and other retirement benefits and accordingly, shall be reckoned from the date of their respective appointment in the Transferor Companies. The Transferee Company undertakes to pay the same, as and when payable under applicable laws. For avoidance of doubt, in relation to those Transferred Employees for whom the Transferor Companies is making contributions to the Government provident fund, the Transferee Company shall stand substituted for the respective Transferor Companies for all purposes whatsoever, including in relation to the obligation to make contributions to such funds in accordance with the provisions of such funds, bye-laws, etc. in respect of the Transferred Employees. All contributions made by the Transferor Companies on behalf of the Transferred Employees and all contributions made by the Transferred Employees including the interests arising thereon, to the Funds and standing to the credit of such Transferred Employees' account with such Funds, shall, upon this Scheme becoming effective, be transferred to the funds maintained by the Transferee Company along with such of the investments made by such Funds which are referable and allocable to the Transferred Employees and the Transferee Company shall stand substituted for the Transferor Companies with regard to the obligation to make the said contributions. The contributions made by the Transferor Companies under applicable law in connection with the Transferred Employees, to the Funds, for the period after the Appointed Date shall be deemed to be contributions made by the Transferee Company. The Transferee Company shall continue to abide by the agreement(s) and settlement(s) entered into with the employees by the Transferor Companies, if any, in terms of such agreement(s) and settlement(s) subsisting on the Effective Date, in relation to the Transferred Employees. j) All Transferred Liabilities of the Transferor Companies, shall, to the extent they are outstanding as on the Effective Date, without any further act, instrument or deed, stand transferred to and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations, etc., as the case may be, of the Transferee Company and shall be exercised by or against the Transferee Company, as if it had incurred such Transferred Liabilities. The Transferee Companies alone shall be liable to meet, discharge and satisfy the Transferred 25

26 Liabilities as the borrower/creditor in respect thereof. This Scheme shall not operate to enlarge or extend the security for any of the Transferred Liabilities and the Transferee Company shall not be obliged to create any further or additional securities after the Effective Date, unless otherwise agreed to by the Transferee Company with such secured creditors and subject to the consent and approval of the existing secured creditors of the Transferee Company, if any. Further, this Scheme shall not operate to enlarge or extend the security for any loan, deposit, credit or other facility availed by the Transferee Company, in as much as the security shall not extend to any of the assets forming part of the Transferred Undertakings. In so far as the existing security in respect of the Transferred Liabilities is concerned, such security shall, without any further act, instrument or deed, be modified and shall be extended to and shall operate only over the assets forming part of the Transferred Undertakings of the Transferor Companies, which have been charged and secured and subsisting as on the Effective Date, in respect of the Transferred Liabilities. Provided that if any of the assets forming part of the Transferred Undertakings of the concerned Transferor Companies have not been charged or secured in respect of 'the Transferred Liabilities, such assets shall remain unencumbered and the existing security referred to above shall not be extended to and shall not operate over such assets. It shall not be necessary to obtain the consent of any third party or other person, who is a party to any contract or arrangement by virtue of which such Transferred Liabilities have arisen in order to give effect to the provisions of this paragraph. It is expressly provided that, save as mentioned in this paragraph 3.2.7, no other term or condition of the Transferred Liabilities is modified by virtue of this Scheme, except to the extent that such amendment is required by necessary implication. The Transferred Liabilities, if any, due or which may at any time in the future become due only inter-se the Transferor Companies and the Transferee Company, shall stand discharged and there shall be no liability in that behalf on either company and corresponding effect shall be given in the books of account and records of the Transferee Company, in accordance with Part V of this Scheme. k) All Proceedings transferred to the Transferee Company pursuant to the Scheme, shall not abate or be discontinued or in any way be prejudicially affected by reason of the amalgamation of the Transferor Companies or by anything contained in this Scheme and the proceedings shall continue and any prosecution shall be enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted or enforced by or against the Transferor Companies, as if this Scheme had not been made. The Transferee Company undertakes to have such Proceedings relating to or in connection with the Transferor Companies, initiated-by or against the said Transferor Companies, transferred in the name of the Transferee Company as soon as possible, after the Effective Date, and to have the same continued, prosecuted and enforced by or against the Transferee Company. The Transferee Company also undertakes to pay all amounts including interest, penalties, damages, etc., which the Transferor Companies may be called upon to pay or secure in respect of any liability or obligation relating to the Transferor Companies for the period from the Appointed Date up to the Effective Date and any costs incurred by the Transferor Companies in respect of such proceedings started by or 26

27 against it relatable to the period from the Appointed Date up to the Effective Date upon submission of necessary evidence by the said Transferor Companies to the Transferee Company for making such payment. l) All taxes, duties, cess, MAT credit, tax related assets (including service tax, input credit, CENVAT, value added tax, sales tax, entry tax, GST etc) that are allocable, referable or related to the Transferor Companies and payable, whether due or not, upto a day immediately preceding the Appointed Date, including all advance tax payments, tax deducted at source, tax liabilities or any refunds, tax obligations, credit and claims, carry forward losses and tax credits under any provision of the Income Tax Act, 1961 shall, for all intent and purposes, be treated as the liability or refunds, credit and claims, as the case may be, of the Transferee Company. m) All books, records, files, papers, engineering and process information, building plans, databases, catalogues, quotations, advertising materials, if any, lists of present and former clients and all other books and records, whether in physical or electronic form, of the Transferor Companies, to the extent possible and permitted under applicable laws, be handed over by them to the Transferee Company. F. With effect from the Appointed Dates and upto the Effective Date: The Transferor Companies shall carry on its business with reasonable diligence and commercial prudence and in the same manner as it has been doing hitherto. The Transferor Companies shall carry on and shall be deemed to have carried on all their respective business activities and shall hold and stand possessed and shall be deemed to have held and stood possessed of all the said assets, rights, title, interests, authorities, Contracts, investments and decisions, benefits for and on account of and in trust for the Transferee Company. All obligations, liabilities, duties and commitments attached, related or pertaining to the Transferor Companies shall be undertaken and shall be deemed to have been undertaken for and on account of and in trust for the Transferee Company; and All the profits and incomes accruing or arising to the Transferor Companies and all expenditure or losses arising or incurred by the Transferor Companies shall, for all purposes, be treated and be deemed to be the profits and incomes or expenditures and losses, as the case may be, of the Transferee Company. All assets acquired, development rights, leased or licensed, Licenses obtained, benefits, entitlements, incentives and concessions granted, Contracts entered into, Intellectual Property developed or registered or applications made thereto, Transferred Liabilities incurred and Proceedings initiated or made party to, between the Appointed Date and till the Effective Date by the Transferor Companies shall be deemed to be transferred and vested in the Transferee Company. For avoidance of doubt, where any of the Transferred Liabilities as on the Appointed Date (deemed to have been transferred to the Transferee Company) have been discharged by the Transferor Companies on or after the Appointed Date but before the Effective Date, such discharge shall be deemed to have been for and on behalf of the Transferee Company for all intent and purposes and under all applicable laws. Further, in connection with any transactions between the Transferor Companies and the Transferee Company between the Appointed Date and upto the Effective date, if any service 27

28 tax / GST has been paid by the Transferor Companies, then upon the Scheme coming into effect, the Transferee Company shall be entitled to claim refund of such service tax / GST paid by the Transferor Companies. With effect from the Effective Date, the Transferee Company shall carry on and shall be authorised to carry on the business of the Transferor Companies and till such time as the name of account holder in the respective bank accounts of the Transferor Companies is substituted by the bank in the name of the Transferee Company, the Transferee Company shall be entitled to operate such bank accounts of the Transferor Companies, in its name, in so far as may be necessary. Cheques already issued by the Transferor Companies, will be honored by the banks, even after the title of account has been changed in the name of Transferee Company. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Transferor Companies occurs by virtue of Part III of this Scheme itself, the Transferee Company may, at any time after the Effective Date, in accordance with the provisions hereof, if so required under applicable law or otherwise, give notice in such form, as may be required or as it may deem fit and proper or enter into or execute deeds (including deeds of adherence), confirmations, novations, declarations or other writings or documents as may be necessary and carry out and perform all such formalities and compliances, for and on behalf of the Transferor Companies, including, with or in favour of and required by (i) any party to any Contract to which the Transferor Companies is a party; or (ii) any Governmental Authority or non-government authority, in order to give formal effect to the provisions of this Scheme. Provided however, that execution of any confirmation or novation or other writings or arrangements shall in no event postpone the giving effect to this Scheme from the Effective Date. To the extent possible, pending sanction of this Scheme, the Transferor Companies or the Transferee Company shall be entitled to apply to the relevant Governmental Authorities and other third parties concerned, as may be necessary under any law or contract for transfer or modification of such consents, approvals and sanctions which the Transferee Company may require to own and carry on the business of the Transferor Companies with effect from the Effective Date and subject to this Scheme being sanctioned by the NCLT. For the purpose of giving effect to the order passed under Sections 230 to 232 read with Section 52, 66 and any other applicable provisions if any of the Companies Act, 2013 in respect of this Scheme by the NCLT, the Transferee Company shall, upon the Scheme becoming effective, be entitled to get the record of the change in the legal right(s) standing in the name of the Transferor Companies, in its favour in accordance with such order and the provisions of Sections 230 to 232 read with Section 52, 66 and any other applicable provisions if any of the Companies Act, G. The transfer and vesting of the Transferor Companies with and into the Transferee Company under Part III of the Scheme, shall not affect any transaction or proceedings already completed or liabilities incurred by the Transferor Companies, either prior to or on or after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company shall accept and adopt all acts, deeds and things done and executed by or on behalf of the Transferor Companies in respect thereto as acts, deeds and things done and executed by and on behalf of itself. 28

29 H. Upon this Scheme becoming effective, PRITIKA AUTOCAST LIMITED and NIBBER CASTINGS PRIVATE LIMITED shall stand dissolved without being wound-up. I. The Transferor Companies are wholly owned subsidiary companies of Transferee Company and therefore upon amalgamation of Transferor Companies with Transferee Company in terms of the Scheme becoming effective, the entire paid-up share capital i.e., equity share capital of the Transferor Companies held by the Transferee Company shall without any act or deed stand automatically cancelled and be extinguished and in lieu thereof and the Transferee Company shall not be required to issue and / or allot any shares to the members of the Transferor Companies. The shareholders of PAIL have passed an Ordinary Resolution on 8 th December, 2017 for increase of an Authorised Share capital from Rs.15,00,00,000/- (Rupees Fifteen Crores only) to Rs.20,00,00,000/- (Rupees Twenty Crores only). Upon this Scheme becoming effective and upon the transfer and vesting of PACL and NCPL into PAIL pursuant to this Scheme, the entire authorized share capital of PACL and NCPL equal to Rs.16,50,00,000/- (divided into 1,65,00,000 equity shares of Rs. 10 each) shall stand merged with the authorized share capital of PAIL, the Transferee Company. Thus, the Authorized Share Capital of the Transferee Company (PAIL) of Rs.20,00,00,000/- divided into 2,00,00,000 Equity Shares of the face value of Rs.10/- each, shall stand increased by Rs.16,50,00,000/- to Rs. 36,50,00,000/- divided into 3,65,00,000 Equity Shares of the face value of Rs.10/- each. Accordingly, the authorized share capital of the Transferee Company shall stand increased by an amount of Rs. 16,50,00,000/- and Clause V of the Memorandum of Association of PAIL (relating to the authorized share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended pursuant to Sections 13 and 61 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 as the case may be and be replaced by the following clause: The Authorized Share Capital of the Company is Rs.36,50,00,000/- (Rupees Thirty Six Crores Fifty Lakhs only) divided into 3,65,00,000 ( Three Crore Sixty Five Lakhs) Equity Shares of Rs.10/- (Rupee Ten only) each with power to increase or reduce such capital for the time being in force in this behalf and with power to divide the shares in the capital for the time being into equity share capital or preference share capital, and to attach thereto respectively any preferential, qualified or special right, privileges or condition. If and whenever the capital of the company is divided into shares, of different classes the right of any such class may be varied, modified, effected, extended, abrogated or surrendered as provided in the Articles of Association of the company and the legislative provisions for the time being in force. The stamp duty or filing fees paid on the authorized share capital of the Transferor Companies is permitted to be utilized and applied towards the increase in the authorized share capital of the Transferee Company in accordance with this paragraph 4.2 and no additional stamp duty shall be payable and no additional fee shall be payable to any regulatory authorities in relation 29

30 to such increase in the authorized share capital of the Transferee Company. The Transferee Company shall file the requisite documents with the relevant Registrar of Companies, which has jurisdiction over the Transferee Company, for the increase of the authorized share capital of the Transferee Company as aforesaid. It is hereby clarified that for the purposes of increasing the authorized share capital in accordance with this paragraph 4.2, the sanction of the NCLT shall be deemed to be sufficient for the purposes of effecting this amendment and that no further approval or resolution under any applicable provisions of the Companies Act, 2013 would be required to be separately passed. J. Accounting treatment in respect of amalgamation of Transferor Companies with Transferee Company i. Accounting for the amalgamation of PACL (the "First Transferor Company") and NCPL ( the Second Transferor Company) and treatment of reserves, if any, in the Financial Statements of the Transferee Company shall be as per "pooling of interest method" as prescribed in Indian Accounting Standard 103 issued by the Institute of Chartered Accountants of India (IND AS 103) specified under Section 133 of the Companies Act, 2013 read together with Rule 7 of the Companies (Accounts) Rules, 2014 as applicable. Accordingly, upon the Scheme coming into effect, with effect from Appointed Date: ii. iii. iv. Transferee Company shall record the assets, liabilities and reserves relating to Transferred Undertaking of Transferor Companies vested in it pursuant to this Scheme, at their respective carrying amounts at the close of the business of the day immediately preceding the Appointed Dates. The identity of the Reserves will be preserved. The identity of the reserves of the Transferor Companies, if any, shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner in which they appeared in the financial statements of the Transferor Companies mentioned above as on the date immediately preceding the Appointed Date. Accordingly, if prior to this Scheme becoming effective there is any Reserve in the financial statements of the Transferor Companies mentioned above, which are available for distribution to shareholders whether as bonus shares or dividend or otherwise, the same would continue to remain available for such distribution by the Transferee Company, subsequent to this Scheme becoming effective. The balances of the profit and loss accounts of Transferor Companies (as appearing in financial statements mentioned above) shall be aggregated, and added to or set-off from, as the case may be, the corresponding balance appearing in the financial statements of the Transferee Company. v. Upon coming into effect of this Scheme, to the extent that there are inter-company loans, advances, deposits balances or other obligations as between the Transferor Companies and the Transferee Company and Transferor Company amongst themselves, the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of 30

31 accounts and records of the Transferee Company for the reduction of any assets or liabilities, as the case may be. vi. vii. viii. ix. The shares held by the Transferee Company in the Transferor Companies shall stand cancelled and there shall be no further obligation / outstanding in that behalf. The difference between the investment in the financial statements of the Transferee Company in the Transferor Companies and the amount of paid-up share capital of the Transferor Companies respectively, shall be adjusted against the Reserves (Securities Premium) of the Transferee Company. In case of any differences in the accounting policies between Transferor Companies as compared to the Transferee Company (PAIL), the impact of the same till the Appointed Date will be quantified and the same shall be appropriately adjusted against the Reserves of the Transferee Company and reported in accordance with applicable Accounting Standard prescribed under section 133 of the Companies Act, 2013 read together with Rule 7 of the Companies (Accounts) Rules, 2014 or Indian Accounting Standard (Ind AS) 8 on Accounting Policies, Changes in Accounting Estimates and Errors prescribed by the Central Government under the Companies (Indian Accounting Standard) Rules, 2015, as applicable, so as to ensure that the financial statements of Transferee Company reflect the financial position on the basis of consistent accounting policies. The Transferor Companies are wholly owned subsidiary Companies of the Transferee Company, thus pursuant to the Scheme no new shares shall be issued after the Scheme is sanctioned by the NCLT at Chandigarh. x. Notwithstanding anything mentioned in Paragraph of the Scheme, the Board of Directors of the Transferee Company are authorised to account for any of the above mentioned transactions/balances in any manner whatsoever as may be deemed fit, in accordance with the applicable accounting standards and generally accepted accounting principles. xi. The reduction, if any, in the securities Premium account of the Transferee Company shall be effected as an integral part of the Scheme in accordance with the provisions of Section 66 of the Companies Act, 2013 read alongwith Section 52 of the Companies Act, 2013 and the order of the National Company Law Tribunal sanctioning the scheme shall be deemed to be also the order under Section 66 of the Companies Act, 2013 for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid up share capital and the provisions of Section 66 of the Companies Act, 2013 will not be applicable. 31

32 K. The Transferor Companies and the Transferee Company shall make, as applicable, joint or separate applications/petitions under Section 230 to 232 of the Companies Act, 2013 to the NCLT, as necessary, inter act, to seek orders for dispensing with or for convening, holding or conducting of the meetings of their respective shareholders and creditors, sanctioning of this Scheme and for consequent actions including for dissolution of the Transferor Companies without winding up and further applications / petitions under Sections 230 to 232 of the Companies Act, 2013 including for sanction / confirmation / clarification of the Scheme or connected therewith, as necessary. L Upon this Scheme becoming effective and from the Appointed Date, the Transferee Company is expressly permitted to revise and file its income tax returns and other statutory returns, including tax deducted at source returns, services tax returns, excise tax returns, sales tax and value added tax returns, Goods and Service Tax (GST) returns as may be applicable and has expressly reserved the right to make such provisions in its returns and to claim refunds or credits etc, if any. Such returns may be revised and filed notwithstanding that the statutory period for such revision and filing may have lapsed. Filing of the certified copy of the orders of the NCLT sanctioning this Scheme with the concerned Registrar of Companies, shall be deemed to be sufficient for creating or modifying the charges in favour of the secured creditors, if any, of the Transferor Companies, as required as per the provisions of this Scheme. M The amalgamation in accordance with this Scheme shall be pursuant to and in compliance with the provisions of Section 2(1B) of the Income-tax Act, 1961, or any modification or re-enactment thereof. If any terms or provisions of this Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the Scheme shall then stand modified to the extent determined necessary to comply with the said provisions. Such modification will, however, not affect other parts of this Scheme. N. Notwithstanding anything to the contrary contained in this Scheme, the Transferor Companies and the Transferee Company (acting through their respective Board of Directors or a committee thereof or authorised representatives) may make or assent, from time to time, to any modifications, amendments, clarifications or confirmations to this Scheme, which they deem necessary and expedient or beneficial to the interests of the stakeholders and the NCLT. The Transferor Companies and the Transferee Company (acting through their respective Board of Directors or a committee thereof or authorised representatives) shall be authorised to take all such steps and give such directions, as may be necessary, desirable or proper, to resolve any doubts, difficulties or questions that may arise in regard to and of the meaning or interpretation of this Scheme or implementation thereof or in any manner whatsoever connected therewith, 32

33 whether by reason of any directive or orders of the NCLT or any other authorities or otherwise, howsoever arising out of or under or by virtue of this Scheme or any matter concerned or connected therewith and to do and execute all acts, deeds, matters and, things necessary for giving effect to this Scheme without recourse to their respective shareholders. For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the representative of the Transferor Companies and the Transferee Company may give and are hereby authorised to determine and give all such directions as are necessary and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme. However, no modifications and / or amendments to the Scheme can be carried out or effected by the Board of Directors without approval of the NCLT and the same shall be subject to powers of the NCLT under Section 230 to 232 of the Companies Act, O. This Scheme is conditional upon and subject to the following: i. The requisite consent, approval or permission of the Appropriate Authorities or any other statutory or regulatory authority, which by law may be necessary for the implementation of this Scheme. ii. iii. iv. The Scheme being approved by the respective requisite majorities of the members and creditors of the Transferor Companies and Transferee Company as may be directed by the NCLT and/or any other competent authority and it being sanctioned by the NCLT and / or any other competent authority, as may be applicable. As para (I) (A) (9) (a) of Annexure I of SEBI Circular No. CFD/ DIL3/CIR/2017/21 dated 10 th March, 2017 is applicable to this Scheme, therefore it is provided in the Scheme that the Transferee Company will provide voting by the public shareholders through postal ballot and e-voting and will disclose all material facts in the explanatory statement to be sent to the shareholders in relation to the said Resolution. As para (I) (A) (9) (a) of Annexure I of SEBI Circular No. CFD/ DIL3/CIR/2017/21 dated 10 th March, 2017 is applicable to this Scheme, the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the Scheme are more than the number of votes cast by the public shareholders against it. v. All other sanctions and approvals as may be required by law including registration of the order of the Tribunal sanctioning the Scheme of Amalgamation or any other Appropriate Authority, by the Registrar of Companies, under the Act in respect of this Scheme being sanctioned. vi. Certified copies of the orders of the NCLT or such other competent authority, as may be applicable, sanctioning this Scheme being filed with the concerned Registrar of Companies. 33

34 Notwithstanding anything to the contrary contained herein, the non-receipt of any sanctions or approvals for transfer of a particular asset or liability forming part of the Transferor Companies to the Transferee Company pursuant to this Scheme, shall not affect the effectiveness of this Scheme, if the Board of Directors of the Transferor Companies and the Transferee Company so decide. On the sanction of this Scheme and upon this Scheme becoming effective, the following shall be deemed to have occurred on the Appointed Date and become effective and operative only in the sequence and in the order mentioned hereunder: a) Amalgamation of PACL and NCPL and transfer and vesting thereof in PAIL; b) Transfer of the Authorized Share Capital of PACL and NCPL to PAIL and consequential increase in the authorised share capital of the Transferee Company (in accordance with paragraph 4.2 hereof). P. The difference between the investment in the financial statements of the Transferee Company in the Transferor Companies and the amount of paid-up share capital of the Transferor Company respectively, as per para no of the Scheme shall be adjusted against the Securities Premium Account of the Transferee Company. The adjustment / reduction towards Securities Premium Account shall tantamount to reduction of capital as per Section 66 of the Companies Act, 2013 read alongwith Section 52 of the Companies Act, The reduction, if any, in the Securities Premium Account of the Transferee Company shall be effected as an integral part of the Scheme in accordance with the provisions of Section 66 of the Companies Act, 2013 read alongwith Section 52 of the Companies Act, 2013 and the order of the National Company Law Tribunal sanctioning the scheme shall be deemed to be also the order under Section 66 of the Companies Act, 2013 for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid up share capital and the provisions of Section 66 of the Companies Act, 2013 will not be applicable. Q. The Board of Directors of the Transferor Companies and the Transferee Company shall be entitled to revoke, cancel, withdraw and declare this Scheme to be of no effect at any stage, but before the Effective date, and where applicable re-file, at any stage in case (a) this Scheme is not approved by the NCLT or if any other consents, approvals, permissions, resolutions, agreements, sanctions and conditions required for giving effect to this Scheme are not received or delayed; (b) any condition or modification imposed by the NCLT and/or any other authority is not acceptable; (c) the coming into effect of this Scheme in terms of the provisions hereof or filing of the drawn up order(s) with any Governmental Authority could have adverse implication on either of the Transferor Companies and/or the Transferee Company; or (d) for any other reason whatsoever, and do all such acts, deeds and things as they may deem necessary and desirable in connection therewith and incidental thereto. On revocation, cancellation or withdrawal, this Scheme shall stand revoked, cancelled or withdrawn and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se between the respective Transferor Companies and the 34

35 Transferee Company or their respective shareholders or creditors or employees or any other person, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the applicable law and in such case, each party shall bear its own costs, unless otherwise mutually agreed. R. If any part of this Scheme is held invalid, ruled illegal by any Tribunal of competent jurisdiction, or becomes unenforceable for any reason, whether under present or future laws, then it is the intention of both the Transferor Companies and the Transferee Company that such part of the Scheme shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part of the Scheme shall causes this Scheme to become materially adverse to either the Transferee Company or the Transferor Companies, in which case the Transferor Companies and the Transferee Company shall attempt to bring about a modification in this Scheme, as will best preserve for the parties the benefits and obligations of this Scheme, including but not limited to such part of the Scheme. S. Upon the Scheme coming into effect and with effect from the Appointed Date, the title to the immovable properties of the Transferred Undertakings shall be deemed to have been mutated and recognised as that of the Transferee Company and the mere filing of the certified true copy of the vesting order of the Tribunal sanctioning the Scheme with the appropriate Registrar or Subregistrar of Assurances or with the relevant Government agencies shall suffice as record of continuing title of the immovable properties of the Transferred Undertakings with the Transferee Company pursuant to the Scheme becoming effective and shall constitute a deemed mutation and substitution thereof. T. The respective Transferor Companies and the Transferee Company shall be entitled to declare and pay dividends, whether interim or final, to their respective shareholders, as may be decided by their respective Board of Directors, in respect of the accounting period prior to the Effective Date. It is clarified that the aforesaid provisions in respect of declaration of dividends is an enabling provision only and shall not be deemed to confer any right on any shareholder of either of the Transferor Companies or the Transferee Company to demand or claim any dividends, which is subject to the provisions of the Companies Act, 2013, shall be entirely at the discretion of the Board of Directors of the Transferor Companies and the Transferee Company, as the case may be, subject to such approval of the respective shareholders, as may be required. U. All costs, expenses, charges, taxes, fees and all other expenses, if any, including stamp duty and registration charges, if any, arising out of or incurred in carrying out and implementing the terms of this Scheme and the incidentals thereto shall be borne and paid by the Transferee Company. You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the salient extracts thereof. 35

36 Other matters 39. The accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. The certificates issued by the respective Statutory Auditors of the Companies are open for inspection. 40. Under the Scheme, an arrangement is sought to be entered into between PAIL and its equity shareholders. Upon the effectiveness of the Scheme, PAIL shall not require to allot equity shares. Upon the effectiveness of the Scheme, the equity shares held by PAIL in the paid-up equity share capital of PACL and NCPL shall stand cancelled. As far as the Equity shareholders of PAIL are concerned (promoter shareholders as well as Non Promoter shareholders), there will be no dilution in their shareholding. In respect of the Scheme, there is no arrangement with the unsecured creditors of PAIL. No compromise is offered under the Scheme to any of the creditors of PAIL. The liability of the creditors of PAIL, under the Scheme, is neither being reduced nor being extinguished. As on date, PAIL has no outstanding towards any public deposits and therefore, the effect of the Scheme on any such public deposit holders does not arise. As on date, PAIL has not issued any debentures. In the circumstances, the effect of the Scheme on the debenture trustee does not arise. Under the Scheme, no rights of the Employees of PAIL are being affected. The services of the Employees of PAIL, under the Scheme, shall continue on the same terms and conditions on which they were engaged by PAIL. There is no effect of the Scheme on the key managerial personnel and/or the Directors of PAIL. Further no change in the Board of Directors of the company is envisaged on account of the Scheme. Further, none of the Directors, the Key Managerial Personnel (as defined under the Act and rules framed thereunder) of PAIL and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of the equity shares held by them in PAIL and/or to the extent that the said Director(s) are common director(s) of the Companies and/or to the extent the said Director(s) are holding shares in PACL and NCPL as nominee and/or to the extent that the said Director(s), Key Managerial Personnel and their respective relatives are the directors, members of the companies that hold shares in the respective Companies. Save as aforesaid, none of the said Directors or the Key Managerial Personnel has any material interest in the Scheme. The shareholding of the Company Secretary and Chief financial Officer of the Company and their respective relatives is less than 2% of the paid-up share capital of each of the Companies. 36

37 41. Under the Scheme, an arrangement is sought to be entered into between PACL and its equity shareholders. Upon the effectiveness of the Scheme, PAIL shall not require to allot equity shares. Upon the effectiveness of the Scheme, the equity shares held by PAIL in the paid-up equity share capital of PACL shall stand cancelled. In respect of the Scheme, there is no arrangement with the creditors, either secured or unsecured of PACL. No compromise is offered under the Scheme to any of the creditors of PACL. The liability of the creditors of PACL, under the Scheme, is neither being reduced nor being extinguished. As on date, PACL has no outstanding towards any public deposits and therefore, the effect of the Scheme on any such public deposit holders does not arise. As on date, PACL has not issued any debentures. In the circumstances, the effect of the Scheme on the debenture trustee does not arise. Under Clause of the Scheme, on and from the Effective Date, PAIL undertakes to engage the Employees of PACL, on the same terms and conditions on which they are engaged by PACL without any interruption of service and in the manner provided under Clause of the Scheme. In the circumstances, the rights of the Employees of PACL, engaged in, would in no way be affected by the Scheme. There is no effect of the Scheme on the key managerial personnel of PACL. Upon the effectiveness of the Scheme, the directors of PACL shall cease to be its directors as PACL shall stand dissolved without winding up. Further, none of the Directors, the Key Managerial Personnel (as defined under the Act and rules framed thereunder) of PACL and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of the equity shares held by them in PAIL and/or to the extent that the said Director(s) are common director(s) of the Companies and/or to the extent the said Director(s) are holding shares in PACL as nominee of the equity shares held by them and/or to the extent that the said Director(s), Key Managerial Personnel and their respective relatives are the directors, members of the companies that hold shares in the respective Companies. As PACL is a wholly owned subsidiary of PAIL, none of the said directors, the Key Managerial Personnel and their relatives are holding any shares in the paid up share Capital of PACL in their individual capacity. Save as aforesaid, none of the said Directors or the Key Managerial Personnel has any material interest in the Scheme. 42. Under the Scheme, an arrangement is sought to be entered into between NCPL and its equity shareholders. Upon the effectiveness of the Scheme, PAIL shall not require to allot equity shares. Upon the effectiveness of the Scheme, the equity shares held by PAIL in the paid-up equity share capital of NCPL shall stand cancelled. 37

38 In respect of the Scheme, there is no arrangement with the creditors, either secured or unsecured of NCPL. No compromise is offered under the Scheme to any of the creditors of NCPL. The liability of the creditors of NCPL, under the Scheme, is neither being reduced nor being extinguished. As on date, NCPL has no outstanding towards any public deposits and therefore, the effect of the Scheme on any such public deposit holders does not arise. As on date, NCPL has not issued any debentures. In the circumstances, the effect of the Scheme on the debenture trustee does not arise. Under Clause of the Scheme, on and from the Effective Date, PAIL undertakes to engage the Employees of NCPL, on the same terms and conditions on which they are engaged by NCPL without any interruption of service and in the manner provided under Clause of the Scheme. In the circumstances, the rights of the Employees of NCPL, engaged in, would in no way be affected by the Scheme. There is no effect of the Scheme on the key managerial personnel of NCPL. Upon the effectiveness of the Scheme, the directors of NCPL shall cease to be its directors as NCPL shall stand dissolved without winding up. Further, none of the Directors, the Key Managerial Personnel (as defined under the Act and rules framed thereunder) of NCPL and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of the equity shares held by them in PAIL and/or to the extent that the said Director(s) are common director(s) of the Companies and/or to the extent the said Director(s) are holding shares in NCPL as nominee of the equity shares held by them and/or to the extent that the said Director(s), Key Managerial Personnel and their respective relatives are the directors, members of the companies that hold shares in the respective Companies. As NCPL is a wholly owned subsidiary of PAIL, none of the said directors, the Key Managerial Personnel and their relatives are holding any shares in the paid up share Capital of NCPL in their individual capacity. Save as aforesaid, none of the said Directors or the Key Managerial Personnel has any material interest in the Scheme. 43. The Scheme does not involve any capital or debt restructuring and therefore the requirement to disclose details of capital or debt restructuring is not applicable. 44. In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of PAIL, PACL and NCPL have in their separate meetings held on 1st day of August 2017, have adopted a report, inter alia, explaining effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders amongst others. Copy of the 38

39 Reports adopted by the respective Board of Directors of PACL, NCPL and PAIL, are enclosed as Annexure 2. Annexure 3 and Annexure 4 respectively. 45. None of the Companies is registered under the Monopolies & Restrictive Trade Practices Act and no investigation is pending against either of these Companies under Sections 210 to 229 of Chapter XIV of the Companies Act, 2013 or under the corresponding provisions of the Companies Act, 1956.Further no proceedings are pending under the Act or under the corresponding provisions of the companies Act, 1956 against any of the Companies. 46. To the knowledge of the Companies, no winding up proceedings have been filed or are pending against them under the Act or the corresponding provisions of the Act of The copy of the proposed Scheme has been filed by the respective Companies before the concerned Registrar of Companies on 15 th day of March, The Supplementary Un-audited Accounting Statement of PACL, NCPL and PAIL for the eight months period ended 30 th November, 2017 are enclosed as Annexure 5 Annexure 6 and Annexure 7, respectively. 49. As per the books of accounts (as on 30 th June, 2017) of PACL and NCPL, the amount due to the secured creditors is Rs. 27,63,52,240/-, and Rs. 14,30,53,856/- respectively. As per the books of accounts (as on 30 th November, 2017) of PACL, and NCPL, the amount due to the secured creditors is Rs. 27,55,38,678/- and Rs. 14,23,42,667/- respectively. There are no Secured Creditors in the books of PAIL as on 30 th June, 2017 and 30 th November, 2017 respectively. 50. As per the books of accounts (as on 30 th June, 2017) of PAIL, PACL and NCPL, the amount due to the unsecured creditors is Rs. 11,39,915/-, Rs. 36,15,01,552/- and Rs. 15,45,84,202/- respectively. As per the books of accounts (as on 30 th November 2017) of PAIL, PACL, and NCPL, the amount due to the unsecured creditors is Rs. 2,50,50,000/-, Rs.26,12,14,661/- and Rs. 17,36,12,810/- respectively. 39

40 51. The name and addresses of the Promoters of Pritika Auto Industries Limited (PAIL) including their shareholding in the Companies as on 9 th day of March, 2018 are as under: Sr. No. Name and address of Promoters and Promoter Group No. of Shares of Rs.10/- each PAIL PACL NCPL % No. of Shares of Rs.10/- each % No. of Shares of Rs.10/- each % PROMOTERS 1. Mr. Harpreet Singh Nibber House No. 1021, Phase IV, SAS Nagar, Mohali Punjab 20,54, Mr. Raminder Singh Nibber House No. 1021, Phase IV, SAS Nagar, Mohali Punjab 11,71, Rishi Mangat House No. 1021, Phase IV, SAS Nagar, Mohali Punjab 65, Pavit Nibber House No. 1021, Phase IV, SAS Nagar, Mohali Punjab 45, Gurkaran Singh Nibber House No. 1021, Phase IV, SAS Nagar, Mohali Punjab 2,31, Pritika Industries Limited Plot. No. C-94, Phase VII Industrial Focal Point, SAS Nagar, Mohali Punjab 49,10, (*) (*) (*) (*) (*) as a nominees of Pritika Auto Industries Limited 40

41 52. The name and addresses of the Promoters of Pritika Autocast Limited (PACL) including their shareholding in the Companies as on 9 th day of March,2018 are as under: Sr. No. Name and address of Promoters and Promoter Group PROMOTERS No. of Shares of Rs.10/- each PACL PAIL NCPL % No. of Shares of Rs.10/- each % No. of Shares of Rs.10/- each % 1. Pritika Auto Industries Limited ,49,99, Plot. No. C-94, Phase VII Industrial Focal Point, SAS Nagar, Mohali Punjab 1,20,26, Mr. Raminder Singh Nibber 1 (*) 11,71, (*) 0.00 House No. 1021, Phase IV, SAS Nagar, Mohali Punjab Mr. Harpreet Singh Nibber 1 (*) 20,54, House No. 1021, Phase IV, SAS Nagar, Mohali Punjab Mrs. Rishi Mangat 1 (*) 65, House No. 1021, Phase IV, SAS Nagar, Mohali Punjab 0.00 (*) as a nominees of Pritika Auto Industries Limited 41

42 53. The name and addresses of the Promoters of Nibber Casting Private Limited (NCPL) including their shareholding in the Companies as on -9 th day of March, 2018 are as under: Sr. No Name and address of Promoters and Promoter Group NCPL No. of Shares of Rs.10/- each PACL % No. of Shares of Rs.10/- each PAIL % No. of Shares of Rs.10/- each % PROMOTERS Pritika Auto Industries Limited Plot. No. C-94, Phase VII Industrial Focal Point, SAS Nagar, Mohali Punjab 24,99, ,20,26, Mr. Raminder Singh Nibber House No. 1021, Phase IV, SAS Nagar, Mohali Punjab 1(*) (*) ,71, (*) as a nominees of Pritika Auto Industries Limited 54. The details of the Directors of PAIL as on 9 th day of March, 2018 are as follows: Sr. no. Name of Director Address DIN 1 Mr. Raminder Singh Nibber House No. 1021, Phase-IV, SAS Nagar, Mohali , Punjab Mr. Harpreet Singh Nibber House No. 1021, Phase-IV SAS Nagar, Mohali , Punjab Mr. Neeraj Bajaj House No.559, Sector-16A, Faridabad , Haryana 4 Mr. Yudhisthir Lal Madan SD-209, G/F,Tower Apptt, Pitampura, New Delhi , Delhi 5 Mr. Ajay Kumar H.No. HL-224, Phase-IX, Mohali ,Punjab

43 55. The details of the Directors of PACL as on 9 th day of March, 2018 are as follows: Sr. No. Name of Director Address DIN 1 Mr. Raminder Singh Nibber House No. 1021, Phase-IV, SAS Nagar, Mohali , Punjab 2 Mr. Harpreet Singh Nibber House No. 1021, Phase-4, SAS Nagar, Mohali , Punjab 3 Mr. Neeraj Bajaj House No.559, Sector-16A, Faridabad , Haryana The details of the Directors of NCPL as on 9 th day of March, 2018 are as follows: Sr. No. Name of Director Address DIN 1 Mr. Raminder Singh Nibber House No. 1021, Phase-IV, SAS Nagar, Mohali , Punjab 2 Mr. Harpreet Singh Nibber House No. 1021, Phase-4, SAS Nagar, Mohali , Punjab 3 Mr. Neeraj Bajaj House No.559, Sector-16A, Faridabad , Haryana 4 Mr. Sunil Kumar Gupta B-219, C.A. Apartments, Paschim Vihar, New Delhi , Delhi The details of the shareholding of the Directors and the Key Managerial Personnel of PAIL in PAIL and in, PACL and NCPL as on 9 th day of March, 2018 are as follows: Name of Director and KMP Position Equity Shares held in PAIL Equity shares in PACL Equity shares in NCPL Mr. Raminder Singh Nibber Director 11,71,182 1 (*) 1(*) Mr. Harpreet Singh Nibber Managing Director 20,54,934 1(*) 0 43

44 Mr. Neeraj Bajaj Director Mr. Yudhisthir Lal Madan Director Mr. Ajay Kumar Director 970 1(*) 0 Mr. Ramesh Chander Saini CFO (*) 0 Mr. Vedant Ashish Bhatt Company Secretary (*) as a nominee of Pritika auto Industries Limited 58. The details of the shareholding of the Directors and the Key Managerial Personnel of PACL in PACL and NCPL and PAIL as on 9 th day of March, 2018 are as follows: Name of Director and KMP Position Equity Shares held in PACL Equity Shares held in NCPL Equity Shares held in PAILL Mr. Raminder Singh Nibber Director 1(*) 1(*) 11,71,182 Mr.Harpreet Singh Nibber Managing Director 1(*) 0 20,54,934 Mr. Neeraj Bajaj Director Mr.Ramesh Chander Saini CFO 1(*) Mr. Chander Bhan Gupta Company Secretary (*) as a Nominee of Pritika Auto Industries Limited 59. The details of the shareholding of the Directors and the Key Managerial Personnel of NCPL in NCPL and PACL and PAIL as on 9 th day of March, 2018 are as follows: Name of Director and KMP Position Equity Shares held in NCPL Equity Shares held in PACL Equity Shares held in PAILL Mr.Raminder Singh Nibber Whole Time Director 1 ( *) 1 (*) 11,71,182 Mr. Harpreet Singh Nibber Director 0 1(*) 20,54,934 Mr. Neeraj Bajaj Director Mr. Sunil Kumar Gupta Director (*) as a Nominee of Pritika Auto Industries Limited 44

45 60. The Pre-Arrangement shareholding pattern of PACL and NCPL as on -9 th day of March, 2018 and the Pre and Post- Arrangement (expected) shareholding pattern of PAIL are as under: Pre-Arrangement shareholding pattern of PACL as on 9th day of March, 2018: Sr. NO Category No. of fully paid up equity shares held Shareholding as a % of total no. of shares (A) Promoter and Promoter Group (1) Indian 0 0 (a) Individuals/Hindu undivided family 0 0 (b) Body Corporate 1,20,,26, Sub-Total (A)(1) 1,20,26, (2) Foreign (a) Body Corporate (through GDRs) 0 0 Sub-Total (A)(2) 0 0 Total Shareholding of Promoter and Promoter Group (A)= (A)(1) + (A)(2) 1,20,26, (B) Public Shareholding (1) Institutions 0 0 (a) Mutual Funds 0 0 (b) Foreign Portfolio Investors 0 0 (c) Financial Institutions/ Banks 0 0 (d) Insurance Companies 0 0 Sub Total (B) (1) 0 0 (2) Central Government/State Government(s)/ President of India

46 Sub Total (B)(2) 0 0 (3) Non-Institutions (a) i. Individual shareholders holding nominal share capital upto Rs.2 lakhs ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs (b) NBFCs Registered with RBI 0 0 (c) Overseas Depositories (Holding GDRs) 0 0 (d) Any Other Trusts 0 0 Overseas Corporate Bodies 0 0 Non Resident Indians Repatriation 0 0 Clearing Members 0 0 NRI Non-Repatriation 0 0 Bodies Corporate 0 0 Foreign Nationals 0 0 Sub Total (B)(3) 0 0 Total Public Shareholding (B)= (B)(1) + (B)(2) + (B)(3) 0 0 Total Shareholding (A+B) 1,20,26,

47 Pre-Arrangement shareholding pattern of NCPL as on 9th day of March, 2018: Sr. NO Category No. of fully paid up equity shares held Shareholding as a % of total no. of shares (A) Promoter and Promoter Group (1) Indian 0 0 (a) Individuals/Hindu undivided family 0 0 (b) Body Corporate 25,00, Sub-Total (A)(1) 25,00, (2) Foreign (a) Body Corporate (through GDRs) 0 0 Sub-Total (A)(2) 0 0 Total Shareholding of Promoter and Promoter Group (A)= (A)(1) + (A)(2) 25,00, (B) Public Shareholding (1) Institutions 0 0 (a) Mutual Funds 0 0 (b) Foreign Portfolio Investors 0 0 (c) Financial Institutions/ Banks 0 0 (d) Insurance Companies 0 0 Sub Total (B) (1) 0 0 (2) Central Government/State Government(s)/ President of India 0 0 Sub Total (B)(2) 0 0 (3) Non-Institutions 47

48 (a) i. Individual shareholders holding nominal share capital upto Rs.2 lakhs ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs (b) NBFCs Registered with RBI 0 0 (c) Overseas Depositories (Holding GDRs) 0 0 (d) Any Other Trusts 0 0 Overseas Corporate Bodies 0 0 Non Resident Indians Repatriation 0 0 Clearing Members 0 0 NRI Non-Repatriation 0 0 Bodies Corporate 0 0 Foreign Nationals 0 0 Sub Total (B)(3) 0 0 Total Public Shareholding (B)= (B)(1) + (B)(2) + (B)(3) 0 0 Total Shareholding (A+B) 25,00,

49 Pre Arrangement shareholding pattern of PAIL as on 9 th day of March2018: Sr. NO Category No. of fully paid up equity shares held Shareholding as a % of total no. of shares (A) Promoter and Promoter Group (1) Indian (a) Individuals/Hindu undivided family 35,67, (b) Body Corporate 49,10, Sub-Total (A)(1) 84,78, (2) Foreign (a) Body Corporate (through GDRs) 0 0 Sub-Total (A)(2) 0 0 Total Shareholding of Promoter and Promoter Group (A)= (A)(1) + (A)(2) 84,78, (B) Public Shareholding (1) Institutions (a) Mutual Funds 0 0 (b) Foreign Portfolio Investors 0 0 (c) Financial Institutions/ Banks 0 0 (d) Insurance Companies 0 0 (e) Foreign Institutional Investors ( FII s) 0 0 Sub Total (B) (1) 0 0 (2) Central Government/State Government(s)/ President of India 0 0 Sub Total (B)(2)

50 (3) Non-Institutions (a) i. Individual shareholders holding nominal share capital upto Rs.2 lakhs ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs 11,60, ,74,, (b) NBFCs Registered with RBI 0 0 (c) Overseas Depositories (Holding GDRs) 0 0 (d) Any Other Overseas Corporate Bodies 29, Non Resident Indians (Repatriation) 36,92, Clearing Members 81, Non Residents Indians (Non-Repatriation) 1,35, Bodies Corporate 6,41, Non Residents Indians 17, Hindu Undivided Families 1,48, Sub Total (B)(3) 90,81, Total Public Shareholding (B)= (B)(1) + (B)(2) + (B)(3) 90,81, Total Shareholding (A+B) 1,75,59, There is no change in the pre and post shareholding (expected) pattern of Pritika Auto Industries Limited (PAIL) as Pritika Autocast Limited (PACL) and Nibber Castings Private Limited (NCPL) are wholly owned subsidiary companies of Pritika Auto Industries Limited. Post Amalgamation, PAIL is not required to issue any shares to the shareholders of PACL and NCPL on amalgamation, the shares held by PAIL in PACL and NCPL will get cancelled. 50

51 61. The pre and Post-Arrangement (expected) capital structure of Pritika Auto Industries Limited (PAIL) will be as follows (assuming the continuing capital Structure as on 9 th day of March, 2018): PRE ARRANGEMENT Amount (Rupees) Authorised Share Capital 2,00,00,000 Equity Shares of Rs. 10/- each 20,00,00,000 Total 20,00,00,000 Issued, Subscribed and Paid Up Capital 1,75,59,500 Equity Shares of Rs. 10/- each 17,55,95,000 Total 17,55,95,000 POST ARRANGEMENT (EXPECTED) Amount (Rupees) Authorised Share Capital 3,65,00,000 Equity Shares of Rs. 10/- each 36,50,00,000 Total 36,50,00,000 Issued, Subscribed and Paid Up Capital 1,75,59,500 Equity Shares of Rs. 10/- each 17,55,95,000 Total 17,55,95, In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void. 63. The following documents will be open for inspection by the Unsecured Creditors (having value more than Rupees one Lakh) of the Applicant Company at its registered office at Vil Batheri, Teh. Haroli, Tahliwala-Garhshankar Road, Dist. Una, Himachal Pradesh between a.m. and noon on all days (except Saturdays, Sundays and public holidays) up to the date of the meeting: I. Copy of the final order passed by NCLT in Company Scheme Application No. CA (CAA) NO. 21 CHD /PB / 2017 dated 5 th day of March, 2018 as rectified vide order dated 9 th day of March, 2018 directing Pritika Auto Industries Limited to, inter alia, convene the meeting of its equity shareholders; II. Copy of the final order passed by NCLT in Company Scheme Application No. CA(CAA)NO. 21CHD/PB/2017 dated 5 th day of March, 2018 as rectified vide order dated 9 th day of March, 2018 directing Pritika Autocast Limited to, inter alia, convene the meeting of its Secured Creditors and Unsecured Creditors. 51

52 III. Copy of the final order passed by NCLT in Company Scheme Application No. CA(CAA)NO. 21CHD/PB/2017 dated 5 th day of March, 2018 as rectified vide order dated 9 th day of March, 2018 directing Nibber Castings Private Limited to, inter alia, convene the meeting of its Secured Creditors and Unsecured Creditors. IV. Copy of joint Company Scheme Application No. CA(CAA)NO. 21CHD/PB/2017 along with annexure filed by PAIL, PACL and NCPL before NCLT; V. Copy of the Memorandum and Articles of Association of PAIL, PACL and NCPL respectively; VI. Copy of the annual reports of PAIL, PACL and NCPL for the financial years ended 31 st March 2015 and 31 st March 2016 and 31 st March, 2017 respectively; VII. Copy of the Supplementary Un-audited Accounting Statement of PAIL, PACL and NCPL respectively, for the eight months period ended 30 th November, 2017; VIII. Copy of the Register of Directors' shareholding of each of the Companies; IX. Copy of the Audit Committee Report, dated 1 st day of August, 2017 of PAIL X. Copy of the resolutions, all dated 1 st day of August, 2017, passed by the respective Board of Directors of PAIL, PACL and NCPL approving the Scheme; XI. Copy of the Statutory Auditors' certificate on Accounting Treatment dated 1st day of August 2017 issued by M/s. Koshal & Associates, Chartered Accountants to PAIL XII. Copy of the Statutory Auditors' certificate on accounting treatment dated 30 th day of October, 2017 issued by M/s. VPMG &CO. Chartered Accountants to PACL XIII. Copy of the Statutory Auditors' certificate on accounting treatment dated 30 th day of October 2017 issued by M/s VPMG &CO Chartered Accountants to NCPL XIV. Copy of Form No. GNL-1 filed by the respective Companies with the concerned Registrar of Companies along with challan dated 15 th day of March, 2018, evidencing filing of the Scheme; XV. Copy of the certificate, dated 13 th day of November, 2017 and 15 th day of January, 2018, issued by - Koshal & Associate, Chartered Accountants, certifying the amount due to the Unsecured Creditors of PAIL as on 30 th June, 2017 and 30 th November, 2017 respectively. 52

53 XVI. Copy of the certificate, dated 13 th November, 2017 and 22 nd January, 2018, issued by VPMG &CO, Chartered Accountants, certifying the amount due to the Secured and Unsecured Creditors of PACL as on 30 th June, 2017 and 30 th November, 2017 respectively. XVII. Copy of the certificate, dated 13 th November, 2017 and 22 nd January, 2018, issued by VPMG & CO, Chartered Accountants, certifying the amount due to the Secured and Unsecured Creditors of NCPL as on 30 th June, 2017 and 30 th November, 2017 respectively. XVIII. C o p y o f t h e S c h e m e ; a n d XIX. Copy of the Reports dated 1 st day of August, 2017 adopted by the Board of Directors of all the companies namely, PACL, NCPL and PAIL respectively, pursuant to the provisions of section 232(2)(c) of the Act. The Unsecured Creditors (having value of Rupees one Lakh and above) shall be entitled to obtain the extracts from or for making or obtaining the copies of the documents listed in item numbers (I), (II), (III), (VI), (XII), (XIII) and (XX) above. 64. This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Rules. A copy of the Scheme, Explanatory Statement and Form of Proxy shall be furnished by PACL to its Unsecured Creditors (having value of Rupees one Lakh and above), free of charge, within one (1) day (except Saturdays, Sundays and public holidays) on a requisition being so made for the same by the Unsecured Creditors (having value of Rupees one Lakh and above) of PACL. 65. After the Scheme is approved, by the Unsecured Creditors (having value of Rupees one Lakh and above) of PACL it will be subject to the approval/sanction by NCLT. For Pritika Autocast Limited Dated this 15 th day of March, 2018 Sd/- Harpreet Singh Nibber Managing Director DIN: Registered office: Vil Batheri, Teh. Haroli, Tahliwala-Garhshankar Road, Dist. Una, Himachal Pradesh

54 Annexure - 1 SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 READ WITH SECTION 52, 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 OF PRITIKA AUTOCAST LIMITED (The First Transferor Company) AND NIBBER CASTINGS PRIVATE LIMITED (The Second Transferor Company) WITH PRITIKA AUTO INDUSTRIES LIMITED (The Transferee Company) AND THEIR SHAREHOLDERS 54

55 SCHEME OF AMALGAMATION PREAMBLE A. Purpose of the Scheme This Scheme of Amalgamation is presented under Sections 230 to 232 read with Section 52, 66 and other applicable provisions if any of the Companies Act, 2013 for amalgamation of PRITIKA AUTOCAST LIMITED ( the First Transferor Company ) and NIBBER CASTINGS PRIVATE LIMITED ( the Second Transferor Company ) with PRITIKA AUTO INDUSTRIES LIMITED ( the Transferee Company ), and the dissolution of the Transferor Companies without winding up. B. Description of Companies 1.1 Pritika Auto Industries Limited ("PAIL"), the Transferee Company The Company (PAIL) was incorporated on April 11, 1980 under the Companies Act, 1956 (No.1 of 1956) in the State of Maharashtra as Hariganga Machineries and Engineering Services Limited and received the Certificate of Incorporation bearing number of 1980 from the Registrar of Companies ( ROC ), Maharashtra, Bombay. The Company had also received Certificate for Commencement of Business from ROC, Maharashtra on 25 th April, The CIN of the Company was L45208MH1980PLC The name of the Company changed from Hariganga Machineries and Engineering Services Limited to i.e. Shivkrupa Machineries and Engineering Services Limited on 5 th August, 2015 and a fresh certificate of incorporation consequent on change of name was obtained from ROC, Maharashtra, Mumbai. The Equity Shareholders have passed a special resolution through Postal Ballot on 7 th March, 2017 for change of name from Shivkrupa Machineries and Engineering Services Limited to its present name i.e. Pritika Auto Industries Limited and a fresh certificate of incorporation dated 16 th March, 2017 consequent on change of name was obtained from ROC, Maharashtra, Mumbai. The Hon,ble Regional Director (WR) Mumbai, vide his order dated 9 th June, 2017 has sanctioned a Petition for shifting of the Registered Office of the company from the State of Maharashtra to the State of Punjab. Accordingly the company, upon registration of the said order, obtained a fresh certificate of incorporation from the Registrar of Companies, Chandigarh. The CIN of the Company is L45208PB1980PLC The main objects clause of the Memorandum of Association of the Transferee Company authorizes the Transferee Company: To carry on the business of Manufacturers, Designers, Planners, Engineers, Consultants, Contractors, Fabricators, Assemblers, Processor, Patentees, Dealers, and Traders, Importers and Exporters of Industrial and Non Industrial Plants Machineries, equipments, tools stores and spares and to promote develop and provide design plans, layout and technical knowledge, processes, turnkey consultancy, engineering and allied services within and outside India. 55

56 To carry on the business as manufacturers, buyers, sellers, assembling or distributing processors, founders, forgers, converters, fabricators, assemblers, importers, exporters, agents, buyers, and sellers of all types of metal, alloys, castings, automobile parts, machine tools, tractor parts, all types of machinery, plant equipment, component, spares, tools, engineering goods and accessories including zigs and fixtures, bolts and nuts, screws of any size and design for motor vehicles, or components parts thereof, chassis motors, buses lorries, omnibuses, engines, locomotives; scooters, tracks, tractors and other vehicle and component or motor vehicle parts, Tools, implements, spare parts, accessories, materials and allied products of automobiles industry for use as original equipment or otherwise and processing, assembling, jobbing, fabricating, manufacturing and marketing and dealers of automobile accessories and spares, automotive parts connect therewith. The company is engaged in the business of trading of Machineries, Equipments and Tools and various Industrial Products and Providing Engineering and Allied Services to its Clients The Transferee Company is a Public Company and its shares are listed on BSE Limited and The Calcutta Stock Exchange Limited. 1.2 PRITIKA AUTOCAST LIMITED ("PACL"), the First Transferor Company The Company was incorporated as a Private Limited Company under the Companies Act, 1956, on 7 th November, 2005 in the name of Pritika Autocast Private Limited in the State of Himachal Pradesh. The CIN of the Company is U34300HP2005PLC29149.The name of the Company was changed to its present name to PRITIKA AUTOCAST LIMITED by deleting the word Private from its name and a fresh Certificate of Incorporation dated 12 th June, 2014 has been obtained consequent upon conversion from Private Company to Public Company from the Registrar of Companies, Himachal Pradesh. The main objects clause of the Memorandum of Association of the First Transferor Company authorizes the First Transferor Company: To carry on the business as manufacturers, buyers, sellers, assembling or distributing processors, founders, forgers, convertors, fabricators, assemblers, importers, exporters, agents, buyers, and sellers of all types of metals, alloys, castings automobile parts, tractor parts and accessories including zigs and fixtures, bolts and nuts, screws of any size and design for motor vehicles, or components parts thereof, chassis motors, buses lorries, omnibuses, engines, locomotives, scooters, Tracks, tractors and other vehicle and component or motor vehicle parts, Tools, implements, spare parts, accessories, materials and allied products of automobiles industry for use as original equipment or otherwise and processing, assembling, jobbing, fabricating, manufacturing, and marketing and dealers of automobile accessories and spares, automotive parts connect therewith. The First Transferor Company is engaged in the business of manufacturing, buying, selling, assembling all types of metals, alloys, castings, automobile parts, tractor parts, and accessories including zigs and fixtures, bolts and nuts, or components part thereof. 56

57 The Equity shares of First Transferor Company were listed with SME-Institutional Platform (ITP) of BSE Ltd. The Equity Shares of the company have voluntarily been delisted from SME-Institutional Platform (ITP) of BSE Ltd. w. e. f 21 st February, At present the First Transferor Company is an Unlisted Public Company and its entire Issued, Subscribed and Paid up Equity Share Capital is held by the Transferee Company. By virtue of the Shareholding pattern, the First Transferor Company is a Wholly Owned Subsidiary of the Transferee Company. 1.3 NIBBER CASTINGS PRIVATE LIMITED ("NCPL"), the Second Transferor Company The Company was incorporated as a Private Limited Company under the Indian Companies Act, 1956, on 3 rd January, 1996 in the name of Nibber Castings Private Limited in the State of Punjab. The CIN of the company is U27107PB1996PTC The main objects clause of the Memorandum of Association of the Second Transferor Company authorizes the Second Transferor Company: (1) To carry on the business as manufactures, processors, founders, forgers, convertors, fabricators, assemblers, importers, exporters, agents, buyers, and sellers of all types of metals, alloys, castings, automobile parts, machine tools, and engineering goods. (2) To Carry on the business as manufacturers, fabricators, assemblers, installers, agents, dealers, importers, exporters, buyers and sellers of all types of machinery, plant equipment, component, spares and tools. The Second Transferor Company is engaged in the business of manufacturing, buying, selling, assembling all types of metals, alloys, castings, automobile parts, tractor parts, and accessories including zigs and fixtures, bolts and nuts, or components part thereof. The Second Transferor Company is an Unlisted Private Company and the entire Issued, Subscribed and Paid up Equity Share Capital is held by the Transferee Company. By virtue of the Shareholding pattern, the Second Transferor Company is a Wholly Owned Subsidiary of the Transferee Company. C.Purpose and Rationale of the Scheme 1.1 PRITIKA AUTOCAST LIMITED, the First Transferor Company and NIBBER CASTINGS PRIVATE LIMITED, the Second Transferor Company are wholly owned subsidiary companies of PRITIKA AUTO INDUSTRIES LIMITED, the Transferee Company. All the companies are part of the same group. 1.2 Accordingly, the Board of Directors of the Transferor Companies and the Transferee Company has decided to amalgamate the Transferor Companies together with their business and undertakings, with the Transferee Company, so as to achieve the following: Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value and will improve the competitive position of the combined entity. 57

58 The existence of independent companies at times result in duplication of efforts and the integration and combination of such businesses will lead to greater and optimal utilization of resources. The amalgamation would, therefore, enable the Transferee Company to increase operations and confer a competitive advantage on the entire business. With integrated processes, the Transferee Company can achieve higher scales of operation. The amalgamation of the operations of the Transferor Companies into the Transferee Company will assist the Transferee Company and its management in meeting the funding through a common funding mechanism. This will result in effective management and utilization of funds for capital expenditure and working capital. The efficiencies generated through cash management of the merged entity and access to cash flow generated by the combined business can be deployed more efficiently to fund organic and inorganic growth opportunities and to maximize shareholders value. The amalgamated company will have the benefit of synergy, optimum use of human relations, expertise, and stability of operations and would help to achieve economies of scale through efficient utilization of resources and facilities. Strengthened leadership in the Industry, in terms of the asset base, revenues, product range, production volumes and market share of the combined entity. The amalgamated entity will have the ability to leverage on its large asset base and vast pool of intellectual capital, to enhance shareholder value. Enable the shareholders of PRITIKA AUTO INDUSTRIES LIMITED to get direct participation in the business of its present wholly owned subsidiaries (being PRITIKA AUTOCAST LIMITED and NIBBER CASTINGS PRIVATE LIMITED) Simplified group and business structure; 1.3 Thus, as a whole, amalgamation of the Transferor Companies with the Transferee Company in terms of the Scheme will be beneficial for all the companies, their shareholders, their creditors, employees, customers and all others concerned with all the companies. D. Parts of the Scheme The Scheme is divided into following parts: Part I: Definitions and Interpretations Part II: Capital Structure Part III: Amalgamation of the Transferor Companies with the Transferee Company Part IV: Cancellation of Shares of First Transferor Company and Second transferor Company & Increase of Authorized Share Capital of Transferee Company Part V: Accounting treatment in the books of the Transferee Company Part VI: General terms and conditions 58

59 1.1 Definitions PART I DEFINITIONS AND INTERPRETATIONS In addition to the words and expressions defined elsewhere in this Scheme, unless it is contrary or repugnant to the subject, context or meaning thereof, the following words and expressions shall have the meanings as set out hereunder: "Act" means the Companies Act, 2013, to the extent notified, and all amendments or statutory modifications thereto or re-enactments thereof, except where otherwise expressly provided; "Appointed Date" means 1 st April, 2017 or such other date as the National Company Law Tribunal [NCLT] Chandigarh Bench, Chandigarh may direct, which shall be the date with effect from which this Scheme shall become effective and with effect from which date the Transferor Companies shall amalgamate with the Transferee Company in terms of the Scheme, upon the order sanctioning this Scheme becoming effective Amalgamation means the amalgamation as specified under Section 2(1B) of the Income-tax Act, "Board of Directors" in relation to PACL, NCPL or PAIL as the case may be, means the Board of Directors of the respective companies for the time being and shall include a committee of directors or any person authorized by the Board of Directors or such committee of directors "Effective Date" shall mean the last of the dates on which a certified copy of the order passed by the NCLT sanctioning the Scheme, is filed by PACL, NCPL and PAIL respectively, with the Concerned Registrar of Companies, in terms of Section 232 (5) or any other provisions if any of the Companies Act, "Financial Statements" include standalone and consolidated accounts, i.e., balance sheet, statement of profit & loss, cash flow statement and notes to accounts of the Transferor Companies and the Transferee Company, as the context may require "Governmental Authority" means any applicable central, state or local government, legislative body, regulatory or administrative authority, agency or commission or committee or any court, tribunal, board, bureau, instrumentality, Registrar of Companies, Regional Director, The Official Liquidator, National Company Law Tribunal and Courts of Relevant Jurisdiction, judicial or quasi-judicial or arbitral body having jurisdiction over the territory of India National Company Law Tribunal means the Hon ble National Company Law Tribunal, Chandigarh Bench that has jurisdiction over PACL, NCPL and PAIL or such other forum or authority that may be vested with requisite powers under the Companies Act, 2013 in relation to provisions of 230 to 232 of the Companies Act,

60 1.1.9 "NCPL" means NIBBER CASTINGS PRIVATE LIMITED (CIN: U27107PB1996PLC017505), an Unlisted Private Company, which was incorporated on 3 rd January, 1996 under the Companies Act, 1956 having its registered office at Plot No. C-94, Phase-VII, Industrial Focal Point, S.A.S. Nagar, Mohali Punjab "PACL" means PRITIKA AUTOCAST LIMITED (CIN: L34300HP2005PLC29149), an Unlisted Public Company, which was incorporated on 7 th November, 2005 under the Companies Act, 1956 having its registered office at Vill. - Batheri, Teh Haroli, Tahliwala- Garhshankar Road, Dist- UNA, HP "PAIL" means PRITIKA AUTO INDUSTRIES LIMITED (CIN: L45208PB1980PLC046738), a listed Public Company, which was incorporated on 11 th April, 1980 under the Companies Act, 1956 having its registered office at Plot No. C-94, Phase-VII, Industrial Focal Point, S.A.S. Nagar, Mohali Punjab "Scheme" means this Scheme of Amalgamation of PRITIKA AUTOCAST LIMITED and NIBBER CASTINGS PRIVATE LIMITED with PRITIKA AUTO INDUSTRIES LIMITED, in its present form, or with any modification(s) made under paragraph 6.4 hereof Subsidiary means a subsidiary of PRITIKA AUTO INDUSTRIES LIMITED under Section 2(87) of the Companies Act "Transferor Companies" means collectively both the companies i.e. PRITIKA AUTOCAST LIMITED and NIBBER CASTINGS PRIVATE LIMITED amalgamating into PRITIKA AUTO INDUSTRIES LIMITED in terms of the Scheme "Transferee Company" means PRITIKA AUTO INDUSTRIES LIMITED "Transferred Undertaking" means and includes the whole of the undertaking of the Transferor Companies together, as on the Appointed Date (further details of which are set out in Paragraph 3.2. thereof), and includes: xiii. all assets of the Transferor Companies, wherever situated, as are movable in nature, whether present, future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal, including without limitation current assets, capital work in progress including any capital expenditure on projects pending commencement of operations and project expenditure incurred, furniture, fixtures, appliances, accessories, office equipment, communication facilities, installations, vehicles, utilities, actionable claims, earnest monies, security deposits and sundry debtors, bills of exchange, inter corporate deposits, financial assets and accrued benefits thereto, insurance claims recoverable, prepaid expenses, outstanding loans and advances recoverable in cash or in kind or for value to be received (including capital advances),provisions, receivables, funds, cheques and other negotiable instruments, cash and bank balances and deposits including accrued interests thereto with Governmental Authority, other authorities, bodies, customers and other persons, benefits of any bank guarantees, performance guarantees, corporate guarantees, letters of credit and tax related assets (including 60

61 service tax, input credits, CENVAT credits, value added tax, sales tax, Goods and Service Tax(GST), entry tax credits or set-offs and any other tax benefits, exemptions and refunds) xiv. xv. xvi. xvii. xviii. xix. all immovable properties (i.e., land together with the buildings and structures standing thereon or under construction, (whether freehold, leasehold, leave and licensed or otherwise) including any tenancies in relation to office space, building plans, guest houses and residential premises including those provided to/occupied by the Transferred Employees (as defined hereinafter) and documents of title, rights and easements in relation thereto and all plant and machineries constructed on or embedded or attached to any such immovable properties and all rights, covenants, continuing rights, title and interests in connection with the said immovable properties; all investments of the Transferor Companies including in the form of shares, scrips, stocks, bonds, debentures, debenture stock, units or pass through certificates and other securities and instruments, including all rights, interest and entitlement in relation thereto and rights and options exercised and application or subscription made for or in relation thereto ("Investments"); all permits, licenses, permissions, approvals, consents, municipal permissions, benefits, registrations, rights, entitlements, certificates, clearances, authorities, allotments, quotas, noobjection certificates and exemptions of the Transferor Companies including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereof, including applications made in relation thereto ("Licenses"); all benefits, entitlements, incentives and concessions under incentive schemes and policies including under customs, excise, service tax, VAT, sales tax and entry tax and GST and income tax laws, subsidy receivables from Government, grants from any Governmental Authority, all other direct tax benefit/ exemptions/ deductions, to the extent statutorily available to the respective Transferor Companies, alongwith associated obligations; all contracts, agreements, Joint Venture Agreement, memorandum of understanding, bids, tenders, expressions of interest, letters of intent, commitments including to clients, and other third parties, hire and purchase arrangements, other arrangements, undertakings, deeds, bonds, investments and interest in projects undertaken by the Transferor Companies, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise, to which the Transferor Companies is a party, or to the benefit of which the Transferor Companies may be eligible ("Contracts"). all intellectual property rights of the Transferor Companies, including pending applications (including hardware, software, source codes, parameterization and scripts), registrations, goodwill, logos, trade names, trademarks, service marks, copyrights, patents, technical knowhow, trade secrets, domain names, computer programmes, moral rights, development rights, finished and ongoing research and development programs and all such rights of whatsoever description and nature, whether or not registered, owned or licensed, including any form of intellectual property which is in progress ("Intellectual Property"); 61

62 xx. xxi. xxii. xxiii. xxiv. all employees of the Transferor Companies, whether permanent or temporary, engaged in or in relation to the Transferor Companies as on the Effective Date and whose services are transferred to the Transferee Company ("Transferred Employees") and contributions, if any, made towards any provident fund, employees state insurance, gratuity fund, staff welfare scheme or any other special schemes, funds or benefits, existing for the benefit of such Transferred Employees ("Funds"), together with such of the investments made by these Funds, which are referable to such Transferred Employees; all loans, debts, borrowings, obligations, duties, forward contract liability, cash credits, bills discounted, deferred income, contingent liability and liabilities (including present, future and contingent liabilities) pertaining to or arising out of activities or operations of the Transferor Companies, including obligations relating to guarantees in respect of borrowings and other guarantees ("Transferred Liabilities"); all legal (whether civil or criminal), taxation or other proceedings or investigations of whatsoever nature (including those before any Governmental Authority) that pertain to the Transferor Companies, initiated by or against the Transferor Companies or proceedings or investigations to which the Transferor Companies is party to, whether pending as on the Appointed Date or which may be instituted any time in the future ("Proceedings"); all taxes, duties, cess, income tax benefits or exemptions including the right to claim deduction, to carry forward losses and tax credits under any provision of the Income Tax Act etc., that are allocable, referable or related to the Transferor Companies, including all credits under Income tax Act, including MAT credit, book losses (if any), all or any refunds, interest due thereon, credits and claims relating thereto; and all books, records, files, papers, engineering and process information, building plans, databases, catalogues, quotations, advertising materials, lists of present and former credit, and all other books and records, whether in physical or electronic form, of the Transferor Companies. 1.2 Interpretations In this Scheme, unless the context otherwise requires: References in this Scheme to "upon this Scheme becoming effective" or "effectiveness of this Scheme" shall mean the Effective Date of the Scheme; references to the singular include a reference to plural and vice versa and reference to any gender includes a reference to all other genders; Reference to persons shall include individuals, bodies corporate (wherever incorporated or unincorporated), associations and partnerships; Headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Scheme; 62

63 1.2.5 References to a paragraph shall be deemed to be a reference to a paragraph or Schedule of this Scheme; Reference to the words 'hereof, 'herein' and 'hereby' and derivatives or similar words refer to this entire Scheme; references to the words "including", "inter alia" or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and any reference to any statute or statutory provision shall include: i. all subordinate legislations made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated from time to time) and any retrospective amendment; and ii. such provision as from time to time amended, modified, re-enacted or consolidated (whether before or after the filing of this Scheme) to the extent such amendment, modification, reenactment or consolidation applies or is capable of applying to the matters contemplated under this Scheme and (to the extent liability there under may exist or can arise) shall include any past statutory provision (as amended, modified, re-enacted or consolidated from time to time) which the provision referred to has directly or indirectly replaced. PART II CAPITAL STRUCTURE 2.1 The capital structure of PRITIKA AUTOCAST LIMITED (the First Transferor Company) as on 31 st March, 2017 is set out below: Share Capital Amount in Rs. Authorised Share Capital 1,40,00,000 Equity Shares of Rs.10/- each 14,00,00,000 Issued, Subscribed and Paid Up Capital Total 14,00,00,000 1,20,26,475 Equity Shares of Rs. 10/- each 12,02,64,750 Total 12,02,64,750 63

64 2.2 The capital structure of NIBBER CASTINGS PRIVATE LIMITED (the Second Transferor Company) as on 31 st March, 2017 is set out below: Share Capital Amount in Rs. Authorised Share Capital 25,00,000 Equity Shares of Rs.10/- each 2,50,00,000 Total 2,50,00,000 Issued, Subscribed and Paid Up Capital 25,00,000 Equity Shares of Rs.10/- each 2,50,00,000 Total 2,50,00, The capital structure of PRITIKA AUTO INDUSTRIES LIMITED, the Transferee Company as on 31st March, 2017 is set out below: Share Capital Amount in Rs. Authorised Share Capital 1,50,00,000 Equity Shares of Rs. 10/- each 15,00,00,000 Total 15,00,00,000 Issued, Subscribed and Paid Up Capital 1,35,42,000 Equity Shares of Rs. 10/- each 13,54,20,000 Total 13,54,20, Upto and as on the date of approval of the Scheme by the Board of Directors of PACL, NCPL and PAIL respectively, there is no change in the Authorized, Issued, Subscribed and Paid-up share Capital of the respective companies. 64

65 PART III AMALGAMATION OF TRANSFEROR COMPANIES WITH TRANSFEREE COMPANY 3.1 Transfer & Vesting of the Transferor Companies Upon the order of the NCLT sanctioning the Scheme becoming effective, on and from the Appointed Date, the Transferred Undertaking of the Transferor Companies shall, together with all its properties, assets, agreements including development Agreements, joint venture Agreements, expression of Interest(EOI), rights, benefits, interests, liabilities and obligations, subject to the provisions of Paragraph 3.2 hereof in relation to the mode of vesting, and without any further deed or act and in accordance with Sections 230 to 232 of the Companies Act, 2013 and all other applicable provisions of law, be transferred to and vested in and be deemed to have been transferred to and vested in, the Transferee Company, as a going concern. 3.2 Without prejudice to the generality of the foregoing and to the extent applicable, unless otherwise stated herein, upon the order of the NCLT sanctioning this Scheme becoming effective, on and from the Appointed Date: Assets a) In respect of such assets of the Transferor Companies as are moveable in nature or are otherwise capable of transfer by delivery of possession, payment or by endorsement and delivery, the same shall stand transferred to and be vested in the Transferee Company and shall become the property of the Transferee Company. The vesting pursuant to this paragraph shall be deemed to have occurred by manual delivery or endorsement, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly, without requiring execution of any deed or instrument of conveyance for the same. b) In respect of such assets of the Transferor Companies as are or represent Investments registered and/or held in any form by or beneficial interest wherein is owned by the Transferor Companies, the same shall stand transferred/transmitted to and be vested in and/or be deemed to have been transferred/transmitted to and vested in the Transferee Company, together with all rights, benefits and interest therein or attached thereto, without any further act or deed and thereupon the Transferor Companies shall cease to be the registered and/or the beneficial owner of such investments. The Transferor Companies shall be deemed to be holding such investments for and on behalf of and in trust for and for the benefit of the Transferee Company and all profits or dividends and other rights or benefits accruing/paid/distributed on such investments and all taxes thereon, or losses arising or expenses incurred relating to such investments, shall, for all intent and purposes, be treated as the profits, dividends, rights, benefits, taxes, losses or expenses, as the case may be, of the Transferee Company. c) In respect of such of the moveable assets belonging to the Transferor Companies other than those specified in paragraph 3.2.1(a) and (b) hereof, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or value to be received, bank balances and deposits, if any, the same shall (notwithstanding whether there is any specific provision for transfer of 65

66 credits, assets or refunds under the applicable laws, wherever applicable), without any further act, instrument or deed by the Transferor Companies or the Transferee Company or the need for any endorsements, stand transferred from the Transferor Companies to and in favour of the Transferee Company. Any security, lien, encumbrance or charge created over any assets in relation to the loans, or borrowings or any other dues of the Transferor Companies, shall, without any further act or deed, stand transferred to the benefit of the Transferee Company and the Transferee Company will have all the rights of the Transferor Companies to enforce such security, lien, encumbrance or charge, by virtue of this Scheme. d) All immovable properties of the Transferor Companies (i.e., land together with the buildings and structures standing thereon or under construction, development rights) (whether freehold, leasehold, leave and licensed or otherwise) including any tenancies in relation to warehouses, office space, guest houses and residential premises including those provided to/occupied by the Transferred Employees and all documents of title, rights and easements in relation thereto and all plant and machineries constructed on or embedded or attached to any such immovable properties and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties, shall stand transferred to and be vested in and be deemed to have been transferred to and vested in the Transferee Company, without any further act or deed done/executed or being required to be done/executed by the Transferor Companies or the Transferee Company or both. The Transferee Company shall be entitled to exercise and enjoy all rights and privileges attached to the immovable properties and shall be liable to pay the ground rent and taxes and fulfill all obligations and be entitled to all rights in relation to or as applicable to such immovable properties Licenses & Certificates All Licenses, building plans, permits, registrations & ownership certificate issued by various registering & statutory authorities relating to the Transferor Companies shall stand transferred to and be vested in the Transferee Company, without any further act or deed done by the Transferor Companies or the Transferee Company and be in full force and effect in favour of the Transferee Company, as if the same were originally given to, issued to or executed in favour of the Transferee Company and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company Benefits, Entitlements, Incentives and Concessions All benefits, entitlements, incentives and concessions under incentive schemes and policies that the respective Transferor Companies is entitled to, including under customs, excise, service tax, VAT, GST, sales tax and entry tax and income tax laws, subsidy receivables from Government, grants from any governmental authority, direct tax benefit/ exemptions/ deductions, shall, to the extent statutorily available and alongwith associated obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions. 66

67 3.2.4 Contracts a) All Contracts, Agreements including Development Agreements, Development Rights, of the Transferor Companies which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or oblige thereto. b) Any inter-se contracts between the Transferor Companies on One hand and the Transferee Company on the other hand and the Transferor companies amongst themselves shall stand cancelled and cease to operate upon the coming into effect of this Scheme. c) All guarantees provided by any bank in favour of the Transferor Companies outstanding as on the Effective Date, shall vest in the Transferee Company and shall enure to the benefit of the Transferee Company and all guarantees issued by the bankers of the Transferor Companies at the request of the Transferor Companies favouring any third party shall be deemed to have been issued at the request of the Transferee Company and continue in favour of such third party till its maturity or earlier termination Intellectual Property All Intellectual Property of the Transferor Companies shall stand transferred to and be vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obligee thereto Transferred Employees a) All Transferred Employees of the Transferor Companies shall be deemed to have become the employees and staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on terms and conditions no less favorable than those on which they are engaged by the Transferor Companies, as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefit, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits. b) The Transferee Company agrees that the services of all transferred Employees with the Transferor Companies prior to the transfer, shall be taken into account for the purposes of all benefits to which such Transferred Employees may be eligible, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and other retirement benefits and accordingly, shall be reckoned from the date of their respective appointment in the Transferor Companies. The Transferee Company undertakes to pay the same, as and when payable under applicable laws. 67

68 For avoidance of doubt, in relation to those Transferred Employees for whom the Transferor Companies is making contributions to the Government provident fund, the Transferee Company shall stand substituted for the respective Transferor Companies for all purposes whatsoever, including in relation to the obligation to make contributions to such funds in accordance with the provisions of such funds, bye-laws, etc. in respect of the Transferred Employees. c) All contributions made by the Transferor Companies on behalf of the Transferred Employees and all contributions made by the Transferred Employees including the interests arising thereon, to the Funds and standing to the credit of such Transferred Employees' account with such Funds, shall, upon this Scheme becoming effective, be transferred to the funds maintained by the Transferee Company along with such of the investments made by such Funds which are referable and allocable to the Transferred Employees and the Transferee Company shall stand substituted for the Transferor Companies with regard to the obligation to make the said contributions. d) The contributions made by the Transferor Companies under applicable law in connection with the Transferred Employees, to the Funds, for the period after the Appointed Date shall be deemed to be contributions made by the Transferee Company. e) The Transferee Company shall continue to abide by the agreement(s) and settlement(s) entered into with the employees by the Transferor Companies, if any, in terms of such agreement(s) and settlement(s) subsisting on the Effective Date, in relation to the Transferred Employees Transferred Liabilities and Security a) All Transferred Liabilities of the Transferor Companies, shall, to the extent they are outstanding as on the Effective Date, without any further act, instrument or deed, stand transferred to and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations, etc., as the case may be, of the Transferee Company and shall be exercised by or against the Transferee Company, as if it had incurred such Transferred Liabilities. b) The Transferee Companies alone shall be liable to meet, discharge and satisfy the Transferred Liabilities as the borrower/creditor in respect thereof. c) This Scheme shall not operate to enlarge or extend the security for any of the Transferred Liabilities and the Transferee Company shall not be obliged to create any further or additional securities after the Effective Date, unless otherwise agreed to by the Transferee Company with such secured creditors and subject to the consent and approval of the existing secured creditors of the Transferee Company, if any. Further, this Scheme shall not operate to enlarge or extend the security for any loan, deposit, credit or other facility availed by the Transferee Company, in as much as the security shall not extend to any of the assets forming part of the Transferred Undertakings. d) In so far as the existing security in respect of the Transferred Liabilities is concerned, such security shall, without any further act, instrument or deed, be modified and shall be extended to and shall 68

69 operate only over the assets forming part of the Transferred Undertakings of the Transferor Companies, which have been charged and secured and subsisting as on the Effective Date, in respect of the Transferred Liabilities. Provided that if any of the assets forming part of the Transferred Undertakings of the concerned Transferor Companies have not been charged or secured in respect of 'the Transferred Liabilities, such assets shall remain unencumbered and the existing security referred to above shall not be extended to and shall not operate over such assets. e) It shall not be necessary to obtain the consent of any third party or other person, who is a party to any contract or arrangement by virtue of which such Transferred Liabilities have arisen in order to give effect to the provisions of this paragraph. f) It is expressly provided that, save as mentioned in this paragraph 3.2.7, no other term or condition of the Transferred Liabilities is modified by virtue of this Scheme, except to the extent that such amendment is required by necessary implication. g) The Transferred Liabilities, if any, due or which may at any time in the future become due only inter-se the Transferor Companies and the Transferee Company, shall stand discharged and there shall be no liability in that behalf on either company and corresponding effect shall be given in the books of account and records of the Transferee Company, in accordance with Part V of this Scheme Legal and other such Proceedings All Proceedings transferred to the Transferee Company pursuant to the Scheme, shall not abate or be discontinued or in any way be prejudicially affected by reason of the amalgamation of the Transferor Companies or by anything contained in this Scheme and the proceedings shall continue and any prosecution shall be enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted or enforced by or against the Transferor Companies, as if this Scheme had not been made. The Transferee Company undertakes to have such Proceedings relating to or in connection with the Transferor Companies, initiated-by or against the said Transferor Companies, transferred in the name of the Transferee Company as soon as possible, after the Effective Date, and to have the same continued, prosecuted and enforced by or against the Transferee Company. The Transferee Company also undertakes to pay all amounts including interest, penalties, damages, etc., which the Transferor Companies may be called upon to pay or secure in respect of any liability or obligation relating to the Transferor Companies for the period from the Appointed Date up to the Effective Date and any costs incurred by the Transferor Companies in respect of such proceedings started by or against it relatable to the period from the Appointed Date up to the Effective Date upon submission of necessary evidence by the said Transferor Companies to the Transferee Company for making such payment Tax Treatment All taxes, duties, cess, MAT credit, tax related assets (including service tax, input credit, CENVAT, value added tax, sales tax, entry tax, GST etc) that are allocable, referable or related to the Transferor Companies and payable, whether due or not, upto a day immediately preceding the Appointed Date, including all advance tax payments, tax deducted at source, tax liabilities or any refunds, tax 69

70 obligations, credit and claims, carry forward losses and tax credits under any provision of the Income Tax Act, 1961 shall, for all intent and purposes, be treated as the liability or refunds, credit and claims, as the case may be, of the Transferee Company Books and Records All books, records, files, papers, engineering and process information, building plans, databases, catalogues, quotations, advertising materials, if any, lists of present and former clients and all other books and records, whether in physical or electronic form, of the Transferor Companies, to the extent possible and permitted under applicable laws, be handed over by them to the Transferee Company. 3.3 Conduct of Business With effect from the Appointed Dates and upto the Effective Date: a) The Transferor Companies shall carry on its business with reasonable diligence and commercial prudence and in the same manner as it has been doing hitherto; b) The Transferor Companies shall carry on and shall be deemed to have carried on all their respective business activities and shall hold and stand possessed and shall be deemed to have held and stood possessed of all the said assets, rights, title, interests, authorities, Contracts, investments and decisions, benefits for and on account of and in trust for the Transferee Company; c) All obligations, liabilities, duties and commitments attached, related or pertaining to the Transferor Companies shall be undertaken and shall be deemed to have been undertaken for and on account of and in trust for the Transferee Company; and d) All the profits and incomes accruing or arising to the Transferor Companies and all expenditure or losses arising or incurred by the Transferor Companies shall, for all purposes, be treated and be deemed to be the profits and incomes or expenditures and losses, as the case may be, of the Transferee Company All assets acquired, development rights, leased or licensed, Licenses obtained, benefits, entitlements, incentives and concessions granted, Contracts entered into, Intellectual Property developed or registered or applications made thereto, Transferred Liabilities incurred and Proceedings initiated or made party to, between the Appointed Date and till the Effective Date by the Transferor Companies shall be deemed to be transferred and vested in the Transferee Company. For avoidance of doubt, where any of the Transferred Liabilities as on the Appointed Date (deemed to have been transferred to the Transferee Company) have been discharged by the Transferor Companies on or after the Appointed Date but before the Effective Date, such discharge shall be deemed to have been for and on behalf of the Transferee Company for all intent and purposes and under all applicable laws. Further, in connection with any transactions between the Transferor Companies and the Transferee Company between the Appointed Date and upto the Effective date, if any service tax / GST has been paid by the Transferor Companies, then upon the Scheme coming into effect, the Transferee Company shall be entitled to claim refund of such service tax / GST paid by the Transferor Companies. 70

71 3.3.3 With effect from the Effective Date, the Transferee Company shall carry on and shall be authorised to carry on the business of the Transferor Companies and till such time as the name of account holder in the respective bank accounts of the Transferor Companies is substituted by the bank in the name of the Transferee Company, the Transferee Company shall be entitled to operate such bank accounts of the Transferor Companies, in its name, in so far as may be necessary. Cheques already issued by the Transferor Companies, will be honored by the banks, even after the title of account has been changed in the name of Transferee Company Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Transferor Companies occurs by virtue of Part III of this Scheme itself, the Transferee Company may, at any time after the Effective Date, in accordance with the provisions hereof, if so required under applicable law or otherwise, give notice in such form, as may be required or as it may deem fit and proper or enter into or execute deeds (including deeds of adherence), confirmations, novations, declarations or other writings or documents as may be necessary and carry out and perform all such formalities and compliances, for and on behalf of the Transferor Companies, including, with or in favour of and required by (i) any party to any Contract to which the Transferor Companies is a party; or (ii) any Governmental Authority or non-government authority, in order to give formal effect to the provisions of this Scheme. Provided however, that execution of any confirmation or novation or other writings or arrangements shall in no event postpone the giving effect to this Scheme from the Effective Date To the extent possible, pending sanction of this Scheme, the Transferor Companies or the Transferee Company shall be entitled to apply to the relevant Governmental Authorities and other third parties concerned, as may be necessary under any law or contract for transfer or modification of such consents, approvals and sanctions which the Transferee Company may require to own and carry on the business of the Transferor Companies with effect from the Effective Date and subject to this Scheme being sanctioned by the NCLT For the purpose of giving effect to the order passed under Sections 230 to 232 read with Section 52, 66 and any other applicable provisions if any of the Companies Act, 2013 in respect of this Scheme by the NCLT, the Transferee Company shall, upon the Scheme becoming effective, be entitled to get the record of the change in the legal right(s) standing in the name of the Transferor Companies, in its favour in accordance with such order and the provisions of Sections 230 to 232 read with Section 52, 66 and any other applicable provisions if any of the Companies Act, Saving of Concluded Transactions The transfer and vesting of the Transferor Companies with and into the Transferee Company under Part III of the Scheme, shall not affect any transaction or proceedings already completed or liabilities incurred by the Transferor Companies, either prior to or on or after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company shall accept and adopt all acts, deeds and things done and executed by or on behalf of the Transferor Companies in respect thereto as acts, deeds and things done and executed by and on behalf of itself. 71

72 3.5 Dissolution of Transferor Companies Upon this Scheme becoming effective, PRITIKA AUTOCAST LIMITED and NIBBER CASTINGS PRIVATE LIMITED shall stand dissolved without being wound-up. PART IV CANCELLATION OF SHARES OF TRANSFEROR COMPANIES & INCREASE / CONSOLIDATION OF AUTHORISED SHARE CAPITAL OF TRANSFEREE COMPANY 4.1 Cancellation of Shares of Transferor Companies The Transferor Companies are wholly owned subsidiary companies of Transferee Company and therefore upon amalgamation of Transferor Companies with Transferee Company in terms of the Scheme becoming effective, the entire paid-up share capital i.e., equity share capital of the Transferor Companies held by the Transferee Company shall without any act or deed stand automatically cancelled and be extinguished and in lieu thereof and the Transferee Company shall not be required to issue and / or allot any shares to the members of the Transferor Companies. 4.2 Increase / consolidation of authorized share capital of the Transferee Company Upon this Scheme becoming effective and upon the transfer and vesting of PACL and NCPL into PAIL pursuant to this Scheme, the entire authorized share capital of PACL and NCPL equal to Rs.16,50,00,000/- (divided into 1,65,00,000 equity shares of Rs. 10 each) shall stand merged with the authorized share capital of PAIL, the Transferee Company Thus, the Authorized Share Capital of the Transferee Company (PAIL) of Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares of the face value of Rs.10/- each, shall stand increased by Rs.16,50,00,000/- to Rs. 31,50,00,000/- divided into 3,15,00,000 Equity Shares of the face value of Rs.10/- each Accordingly, the authorized share capital of the Transferee Company shall stand increased by an amount of Rs. 16,50,00,000/- and Clause V of the Memorandum of Association of PAIL (relating to the authorized share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended pursuant to Sections 13 and 61 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 as the case may be and be replaced by the following clause: The Authorized Share Capital of the Company is Rs.31,50,00,000/- (Rupees Thirty One Crores Fifty Lacs only) divided into 3,15,00,000 ( Three Crore Fifteen Lakhs) Equity Shares of Rs.10/- (Rupee Ten only) each with power to increase or reduce such capital for the time being in force in this behalf and with power to divide the shares in the capital for the time being into equity share capital or preference share capital, and to attach thereto respectively any preferential, qualified or special right, privileges or condition. If and whenever the capital of the company is divided into shares, of different classes the right of any such class may be varied, modified, effected, extended, abrogated or surrendered as provided in the Articles of Association of the company and the legislative provisions for the time being in force. 72

73 4.2.4 The stamp duty or filing fees paid on the authorized share capital of the Transferor Companies is permitted to be utilized and applied towards the increase in the authorized share capital of the Transferee Company in accordance with this paragraph 4.2 and no additional stamp duty shall be payable and no additional fee shall be payable to any regulatory authorities in relation to such increase in the authorized share capital of the Transferee Company. The Transferee Company shall file the requisite documents with the relevant Registrar of Companies, which has jurisdiction over the Transferee Company, for the increase of the authorized share capital of the Transferee Company as aforesaid. It is hereby clarified that for the purposes of increasing the authorized share capital in accordance with this paragraph 4.2, the sanction of the NCLT shall be deemed to be sufficient for the purposes of effecting this amendment and that no further approval or resolution under any applicable provisions of the Companies Act, 2013 would be required to be separately passed. PART V ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE COMPANY 5.1 Accounting treatment in respect of amalgamation of Transferor Companies with Transferee Company Accounting for the amalgamation of PACL (the "First Transferor Company") and NCPL ( the Second Transferor Company) and treatment of reserves, if any, in the Financial Statements of the Transferee Company shall be as per "pooling of interest method" as prescribed in Indian Accounting Standard 103 issued by the Institute of Chartered Accountants of India (IND AS 103) specified under Section 133 of the Companies Act, 2013 read together with Rule 7 of the Companies (Accounts) Rules, 2014 as applicable. Accordingly, upon the Scheme coming into effect, with effect from Appointed Date: Transferee Company shall record the assets, liabilities and reserves relating to Transferred Undertaking of Transferor Companies vested in it pursuant to this Scheme, at their respective carrying amounts at the close of the business of the day immediately preceding the Appointed Dates. The identity of the Reserves will be preserved The identity of the reserves of the Transferor Companies, if any, shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner in which they appeared in the financial statements of the Transferor Companies mentioned above as on the date immediately preceding the Appointed Date. Accordingly, if prior to this Scheme becoming effective there is any Reserve in the financial statements of the Transferor Companies mentioned above, which are available for distribution to shareholders whether as bonus shares or dividend or otherwise, the same would continue to remain available for such distribution by the Transferee Company, subsequent to this Scheme becoming effective The balances of the profit and loss accounts of Transferor Companies (as appearing in financial statements mentioned above) shall be aggregated, and added to or set-off from, as the case may be, the corresponding balance appearing in the financial statements of the Transferee Company. 73

74 5.1.5 Upon coming into effect of this Scheme, to the extent that there are inter-company loans, advances, deposits balances or other obligations as between the Transferor Companies and the Transferee Company and Transferor Company amongst themselves, the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of accounts and records of the Transferee Company for the reduction of any assets or liabilities, as the case may be The shares held by the Transferee Company in the Transferor Companies shall stand cancelled and there shall be no further obligation / outstanding in that behalf The difference between the investment in the financial statements of the Transferee Company in the Transferor Companies and the amount of paid-up share capital of the Transferor Companies respectively, shall be adjusted against the Reserves (Securities Premium) of the Transferee Company In case of any differences in the accounting policies between Transferor Companies as compared to the Transferee Company (PAIL), the impact of the same till the Appointed Date will be quantified and the same shall be appropriately adjusted against the Reserves of the Transferee Company and reported in accordance with applicable Accounting Standard prescribed under section 133 of the Companies Act, 2013 read together with Rule 7 of the Companies (Accounts) Rules, 2014 or Indian Accounting Standard (Ind AS) 8 on Accounting Policies, Changes in Accounting Estimates and Errors prescribed by the Central Government under the Companies (Indian Accounting Standard) Rules, 2015, as applicable, so as to ensure that the financial statements of Transferee Company reflect the financial position on the basis of consistent accounting policies The Transferor Companies are wholly owned subsidiary Companies of the Transferee Company, thus pursuant to the Scheme no new shares shall be issued after the Scheme is sanctioned by the NCLT at Chandigarh Notwithstanding anything mentioned in Paragraph above, the Board of Directors of the Transferee Company are authorised to account for any of the above mentioned transactions/balances in any manner whatsoever as may be deemed fit, in accordance with the applicable accounting standards and generally accepted accounting principles The reduction, if any, in the securities Premium account of the Transferee Company shall be effected as an integral part of the Scheme in accordance with the provisions of Section 66 of the Companies Act, 2013 read alongwith Section 52 of the Companies Act, 2013 and the order of the National Company Law Tribunal sanctioning the scheme shall be deemed to be also the order under Section 66 of the Companies Act, 2013 for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid up share capital and the provisions of Section 66 of the Companies Act, 2013 will not be applicable. 74

75 PART VI GENERAL TERMS AND CONDITIONS 6.1. Application(s) to the National Company Law Tribunal [NCLT] The Transferor Companies and the Transferee Company shall make, as applicable, joint or separate applications/petitions under Section 230 to 232 of the Companies Act, 2013 to the NCLT, as necessary, inter act, to seek orders for dispensing with or for convening, holding or conducting of the meetings of their respective shareholders and creditors, sanctioning of this Scheme and for consequent actions including for dissolution of the Transferor Companies without winding up and further applications / petitions under Sections 230 to 232 of the Companies Act, 2013 including for sanction / confirmation / clarification of the Scheme or connected therewith, as necessary. 6.2 Revision of accounts and tax filings, modification of charge Upon this Scheme becoming effective and from the Appointed Date, the Transferee Company is expressly permitted to revise and file its income tax returns and other statutory returns, including tax deducted at source returns, services tax returns, excise tax returns, sales tax and value added tax returns, Goods and Service Tax (GST) returns as may be applicable and has expressly reserved the right to make such provisions in its returns and to claim refunds or credits etc, if any. Such returns may be revised and filed notwithstanding that the statutory period for such revision and filing may have lapsed Filing of the certified copy of the orders of the NCLT sanctioning this Scheme with the concerned Registrar of Companies, shall be deemed to be sufficient for creating or modifying the charges in favour of the secured creditors, if any, of the Transferor Companies, as required as per the provisions of this Scheme. 6.3 Tax neutrality The amalgamation in accordance with this Scheme shall be pursuant to and in compliance with the provisions of Section 2(1B) of the Income-tax Act, 1961, or any modification or re-enactment thereof If any terms or provisions of this Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the Scheme shall then stand modified to the extent determined necessary to comply with the said provisions. Such modification will, however, not affect other parts of this Scheme. 6.4 Modifications and Amendments to the Scheme Notwithstanding anything to the contrary contained in this Scheme, the Transferor Companies and the Transferee Company (acting through their respective Board of Directors or a committee thereof or authorised representatives) may make or assent, from time to time, to any modifications, amendments, clarifications or confirmations to this Scheme, which they deem necessary and expedient or beneficial to the interests of the stakeholders and the NCLT. 75

76 6.4.2 The Transferor Companies and the Transferee Company (acting through their respective Board of Directors or a committee thereof or authorised representatives) shall be authorised to take all such steps and give such directions, as may be necessary, desirable or proper, to resolve any doubts, difficulties or questions that may arise in regard to and of the meaning or interpretation of this Scheme or implementation thereof or in any manner whatsoever connected therewith, whether by reason of any directive or orders of the NCLT or any other authorities or otherwise, howsoever arising out of or under or by virtue of this Scheme or any matter concerned or connected therewith and to do and execute all acts, deeds, matters and, things necessary for giving effect to this Scheme without recourse to their respective shareholders For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the representative of the Transferor Companies and the Transferee Company may give and are hereby authorised to determine and give all such directions as are necessary and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme However, no modifications and / or amendments to the Scheme can be carried out or effected by the Board of Directors without approval of the NCLT and the same shall be subject to powers of the NCLT under Section 230 to 232 of the Companies Act, Conditionality of the Scheme This Scheme is conditional upon and subject to the following: vii. viii. ix. The requisite consent, approval or permission of the Appropriate Authorities or any other statutory or regulatory authority, which by law may be necessary for the implementation of this Scheme. The Scheme being approved by the respective requisite majorities of the members and creditors of the Transferor Companies and Transferee Company as may be directed by the NCLT and/or any other competent authority and it being sanctioned by the NCLT and / or any other competent authority, as may be applicable. As para (I) (A) (9) (a) of Annexure I of SEBI Circular No. CFD/ DIL3/CIR/2017/21 dated 10 th March, 2017 is applicable to this Scheme, therefore it is provided in the Scheme that the Transferee Company will provide voting by the public shareholders through postal ballot and e-voting and will disclose all material facts in the explanatory statement to be sent to the shareholders in relation to the said Resolution. x. As para (I) (A) (9) (a) of Annexure I of SEBI Circular No. CFD/ DIL3/CIR/2017/21 dated 10 th March, 2017 is applicable to this Scheme, the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the Scheme are more than the number of votes cast by the public shareholders against it. 76

77 xi. xii. All other sanctions and approvals as may be required by law including registration of the order of the Tribunal sanctioning the Scheme of Amalgamation or any other Appropriate Authority, by the Registrar of Companies, under the Act in respect of this Scheme being sanctioned. Certified copies of the orders of the NCLT or such other competent authority, as may be applicable, sanctioning this Scheme being filed with the concerned Registrar of Companies Notwithstanding anything to the contrary contained herein, the non-receipt of any sanctions or approvals for transfer of a particular asset or liability forming part of the Transferor Companies to the Transferee Company pursuant to this Scheme, shall not affect the effectiveness of this Scheme, if the Board of Directors of the Transferor Companies and the Transferee Company so decide On the sanction of this Scheme and upon this Scheme becoming effective, the following shall be deemed to have occurred on the Appointed Date and become effective and operative only in the sequence and in the order mentioned hereunder: c) Amalgamation of PACL and NCPL and transfer and vesting thereof in PAIL; d) Transfer of the Authorized Share Capital of PACL and NCPL to PAIL and consequential increase in the authorised share capital of the Transferee Company (in accordance with paragraph 4.2 hereof). 6.6 Reduction of Capital The difference between the investment in the financial statements of the Transferee Company in the Transferor Companies and the amount of paid-up share capital of the Transferor Company respectively, as per para no above shall be adjusted against the Securities Premium Account of the Transferee Company The adjustment / reduction towards Securities Premium Account shall tantamount to reduction of capital as per Section 66 of the Companies Act, 2013 read alongwith Section 52 of the Companies Act, The reduction, if any, in the Securities Premium Account of the Transferee Company shall be effected as an integral part of the Scheme in accordance with the provisions of Section 66 of the Companies Act, 2013 read alongwith Section 52 of the Companies Act, 2013 and the order of the National Company Law Tribunal sanctioning the scheme shall be deemed to be also the order under Section 66 of the Companies Act, 2013 for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid up share capital and the provisions of Section 66 of the Companies Act, 2013 will not be applicable. 6.7 Revocation and withdrawal of this Scheme The Board of Directors of the Transferor Companies and the Transferee Company shall be entitled to revoke, cancel, withdraw and declare this Scheme to be of no effect at any stage, but before the Effective date, and where applicable re-file, at any stage in case (a) this Scheme is not approved by the NCLT or if any other consents, approvals, permissions, resolutions, agreements, sanctions and conditions required for giving effect to this Scheme are not received or delayed; (b) any condition or 77

78 modification imposed by the NCLT and/or any other authority is not acceptable; (c) the coming into effect of this Scheme in terms of the provisions hereof or filing of the drawn up order(s) with any Governmental Authority could have adverse implication on either of the Transferor Companies and/or the Transferee Company; or (d) for any other reason whatsoever, and do all such acts, deeds and things as they may deem necessary and desirable in connection therewith and incidental thereto. On revocation, cancellation or withdrawal, this Scheme shall stand revoked, cancelled or withdrawn and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se between the respective Transferor Companies and the Transferee Company or their respective shareholders or creditors or employees or any other person, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the applicable law and in such case, each party shall bear its own costs, unless otherwise mutually agreed. 6.8 Severability If any part of this Scheme is held invalid, ruled illegal by any Tribunal of competent jurisdiction, or becomes unenforceable for any reason, whether under present or future laws, then it is the intention of both the Transferor Companies and the Transferee Company that such part of the Scheme shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part of the Scheme shall causes this Scheme to become materially adverse to either the Transferee Company or the Transferor Companies, in which case the Transferor Companies and the Transferee Company shall attempt to bring about a modification in this Scheme, as will best preserve for the parties the benefits and obligations of this Scheme, including but not limited to such part of the Scheme. 6.9 Mutation of property Upon the Scheme coming into effect and with effect from the Appointed Date, the title to the immovable properties of the Transferred Undertakings shall be deemed to have been mutated and recognised as that of the Transferee Company and the mere filing of the certified true copy of the vesting order of the Tribunal sanctioning the Scheme with the appropriate Registrar or Sub-registrar of Assurances or with the relevant Government agencies shall suffice as record of continuing title of the immovable properties of the Transferred Undertakings with the Transferee Company pursuant to the Scheme becoming effective and shall constitute a deemed mutation and substitution thereof Dividend The respective Transferor Companies and the Transferee Company shall be entitled to declare and pay dividends, whether interim or final, to their respective shareholders, as may be decided by their respective Board of Directors, in respect of the accounting period prior to the Effective Date It is clarified that the aforesaid provisions in respect of declaration of dividends is an enabling provision only and shall not be deemed to confer any right on any shareholder of either of the Transferor Companies or the Transferee Company to demand or claim any dividends, which is subject 78

79 to the provisions of the Companies Act, 2013, shall be entirely at the discretion of the Board of Directors of the Transferor Companies and the Transferee Company, as the case may be, subject to such approval of the respective shareholders, as may be required Costs and expenses All costs, expenses, charges, taxes, fees and all other expenses, if any, including stamp duty and registration charges, if any, arising out of or incurred in carrying out and implementing the terms of this Scheme and the incidentals thereto shall be borne and paid by the Transferee Company. 79

80 Annexure -2 REPORT ADOPTED BY THE BOARD OF DIRECTORS OF PRITIKA AUTOCAST LIMITED AT ITS MEETING HELD ON TUESDAY THE 1 ST DAY OF AUGUST, 2017 EXPLAINING THE EFFECT OF SCHEME ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDER 1) Background 1.1 The proposed Scheme of Amalgamation between Pritika Autocast Limited (PACL) ( First Transferor Company) and Nibber Castings Private Limited (NCPL) ( Second Transferor company) and Pritika Auto Industries Limited (PAIL) (Transferee Company) and their respective shareholder ( the Scheme ) was approved by the Board of Directors of PACL vide resolution dated 1 st day of August, Provisions of Section 232(2)(c) of the Companies Act, 2013 requires the Directors to adopt a report explaining the effect of arrangement and amalgamation on equity shareholders, key managerial personnel (KMPs), promoters and non-promoters shareholders of the Company laying out in particular the share exchange ratio and the same is required to be circulated to the equity shareholders. 1.2 This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2) (c) of the Companies Act, The Following documents were placed the Board A Draft Scheme duly initialed by the Director for the purpose of identification. 2. Effect of the Scheme of Amalgamation on equity shareholders (promoter shareholder and nonpromoter shareholder), employees and KMPs of PACL 2.1 The First Transferor Company (PACL) is wholly owned subsidiary of Transferee Company (PAIL) and therefore upon amalgamation of First Transferor Company with Transferee Company in terms of the Scheme becoming effective, the entire paid-up share capital i.e., equity share capital of the First Transferor Company held by the Transferee Company shall without any act or deed stand automatically cancelled and be extinguished and in lieu thereof and the Transferee Company shall not be required to issue and / or allot any shares to the members of the First Transferor Company. 2.2 Under Clause of the Scheme, on and from the Effective Date, PAIL undertakes to engage all the Employees of PACL on the same terms and conditions on which they are engaged by PACL without any interruption of services and in the manner provided under clause of the Scheme. In the circumstances, the rights of the Employees of PACL would in no way be affected by the Scheme. 80

81 2.3 Under the Scheme, no right of the Employees of PACL are being affected. The services of the Employees of PACL under the scheme shall continue on the same terms and conditions on which they were engaged by PACL. 2.4 There is no effect of the Scheme on the creditors, key managerial personnel and promoters and non promoters shareholders of PACL. Upon the effectiveness of the Scheme, the directors of PACL shall cease to be its directors as PACL shall stand dissolved without winding up. 2.5 No special valuation difficulties were reported. 2.6 The Directors of the Company have adopted this report after noting and considering information set forth in this report. The Board or any duly authorised committee by the Board is entitled to make relevant modification to this report, if required, and such modifications or amendments shall be deemed to form part of this repor Sd/- Harpreet Singh Nibber Managing Director Din: Dated 1st August,

82 Annexure -3 REPORT ADOPTED BY THE BOARD OF DIRECTORS OF NIBBER CASTINGS PRIVATE LIIMITED AT ITS MEETING HELD ON TUESDAY THE 1 ST DAY OF AUGUST, 2017 EXPLAINING THE EFFECT OF SCHEME ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDER 1) Background 1.1 The proposed Scheme of Amalgamation between Pritika Autocast Limited (PACL) ( First Transferor Company) and Nibber Castings Private Limited (NCPL) (Second Transferor company) and Pritika Auto Industries Limited (PAIL) (Transferee Company) and their respective shareholder ( the Scheme ) was approved by the Board of Directors of NCPL vide resolution dated 1 st day of August, Provisions of Section 232(2)(c) of the Companies Act, 2013 requires the Directors to adopt a report explaining the effect of arrangement and amalgamation on equity shareholders, key managerial personnel (KMPs), promoters and non-promoters shareholders of the Company laying out in particular the share exchange ratio and the same is required to be circulated to the equity shareholders. 1.2 This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2) (c) of the Companies Act, The Following documents were placed the Board B Draft Scheme duly initialed by the Director for the purpose of identification. 2) Effect of the Scheme of Amalgamation on equity shareholders (promoter shareholder and non-promoter shareholder), employees and KMPs of NCPL 2.1 The Second Transferor Company (NCPL) is wholly owned subsidiary of Transferee Company (PAIL) and therefore upon amalgamation of Second Transferor Company with Transferee Company in terms of the Scheme becoming effective, the entire paid-up share capital i.e., equity share capital of the Second Transferor Company held by the Transferee Company shall without any act or deed stand automatically cancelled and be extinguished and in lieu thereof and the Transferee Company shall not be required to issue and / or allot any shares to the members of the Second Transferor Company. 2.2 Under Clause of the Scheme, on and from the Effective Date, PAIL undertakes to engage all the Employees of NCPL on the same terms and conditions on which they are engaged by NCPL without any interruption of services and in the manner provided under clause of the Scheme. In the circumstances, the rights of the Employees of NCPL would in no way be affected by the Scheme. 82

83 2.3 Under the Scheme, no right of the Employees of NCPL are being affected. The services of the Employees of NCPL under the scheme, shall continue on the same terms and conditions on which they were engaged by NCPL. 2.4 There is no effect of the Scheme on the creditors, key managerial personnel and promoters and non promoters shareholders of NCPL. Upon the effectiveness of the Scheme, the directors of NCPL shall cease to be its directors as NCPL shall stand dissolved without winding up. 2.5 No special valuation difficulties were reported 2.6 The Directors of the Company have adopted this report after noting and considering information set forth in this report. The Board or any duly authorised committee by the Board is entitled to make relevant modification to this report, if required, and such modifications or amendments shall be deemed to form part of this report. Sd/- Harpreet Singh Nibber Managing Director Din: Dated 1st August,

84 Annexure - 4 REPORT ADOPTED BY THE BOARD OF DIRECTORS OF PRITIKA AUTO INDUSTRIES LIMITED AT ITS MEETING HELD ON TUESDAY THE 1 ST DAY OF AUGUST, 2017 EXPLAINING THE EFFECT OF SCHEME ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDER (1) Background 1.1 The proposed Scheme of Amalgamation between Pritika Autocast Limited (PACL) ( First Transferor Company) and Nibber Castings Private Limited (NCPL) (Second Transferor company) and Pritika Auto Industries Limited (PAIL) (Transferee Company) and their respective shareholder ( the Scheme ) was approved by the Board of Directors of PAIL on vide resolution dated 1 st day of August, Provisions of Section 232(2)(c) of the Companies Act, 2013 requires the Directors to adopt a report explaining the effect of arrangement and amalgamation on equity shareholders, key managerial personnel (KMPs), promoters and non-promoters shareholders of the Company laying out in particular the share exchange ratio and the same is required to be circulated to the equity shareholders. 1.2 This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2) (c) of the Companies Act, The Following documents were placed the Board Draft Scheme duly initialed by the Director for the purpose of identification Report of the Audit Committee of the Board of Directors dated 1 st day of August, (2) Effect of the Scheme of Amalgamation on equity shareholders (promoter shareholder and nonpromoter shareholder), employees and KMPs of PAIL. 2.1 The Transferor Companies are wholly owned subsidiaries of Transferee Company and therefore upon amalgamation of Transferor Companies with Transferee Company in terms of the Scheme becoming effective, the entire paid-up share capital i.e., equity share capital of the Transferor Companies held by the Transferee Company shall without any act or deed stand automatically cancelled and be extinguished and in lieu thereof and the Transferee Company shall not be required to issue and / or allot any shares to the members of the Transferor Companies. 2.2 Under Clause of the Scheme, on and from the Effective Date, PAIL undertakes to engage all the Employees of PACL and NCPL on the same terms and conditions on which they are engaged by PACL and NCPL without any interruption of services and in the manner provided under clause of the Scheme. In the circumstances, the rights of the Employees of PACL and NCPL would in no way be affected by the Scheme. 84

85 2.3 Under the Scheme, no right of the Employees of PAIL is being affected. The services of the Employees of PAIL, under the scheme, shall continue on the same terms and conditions on which they were engaged by PAIL. 2.4 There is no effect of the Scheme on creditors, the key managerial personnel and/or the Directors and promoters and non promoters shareholders of PAIL. 2.5 No special valuation difficulties were reported 2.6 The Directors of the Company have adopted this report after noting and considering information set forth in this report. The Board or any duly authorised committee by the Board is entitled to make relevant modification to this report, if required, and such modifications or amendments shall be deemed to form part of this report. Sd/- Harpreet Singh Nibber Managing Director Din: Dated 1st August,

86 PRITIKA AUTOCAS T LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) BALANCE SHEET AS AT 30TH NOVEMBER 2017 (Value in `) Particulars Note As on As on No 30th Nov, st March, 2017 I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital 2 120,264, ,264,750 (b) Reserves and Surplus 3 120,847,839 91,870,621 (c) Money recived against share warrants - - (2) Share application money pending allotment - - (2) Non-Current Liabilities (a) Long-Term Borrowings 4 84,523,715 87,607,340 (b) Other Long Term Liabilities (c) Deferred Tax Liabilities (Net) 6 4,369,674 7,876,509 (d) Long - term provisions - - (4) Current Liabilities (a) Short-Term Liabilities 7 212,053, ,750,863 (b) Trade Payables 8 160,988, ,384,911 (c) Other Current Liabilities 9 275,280, ,854,701 (d) Short-Term Provisions 10 15,785,347 15,653,968 Inter Unit Balances Total Equity & Liabilities 994,113, ,263,664 II. ASSETS ` ` (1) Non-Current Assets (a) Fixed Assets (i) Gross Block ,079, ,422,358 (ii) Intangible assets - - (ii) Depriciation 252,485, ,854,363 (iii) Net Block 278,594, ,567,995 (b) Non-current investments , ,000 (c) Deferred tax assets (net) - - (c) Long term loans and advances - - (c) Other non-current assets , ,000 (2) Current Assets (a) Current Investments - - (a) Inventories ,029, ,623,489 (b) Trade receivables ,192, ,350,693 (c) Cash and Bank balances 16 20,733,386 14,621,587 (d) Short-term loans and advances 17 61,401,102 54,990,914 (e) Other Current Assets 18 6,367,363 6,358,987 Total Assets 994,113, ,263,664 For and on behalf of Pritika Autocast Limited Sd/- Date: Place :- Mohali Raminder Singh Nibber ( Director ) DIN No

87 PRITIKA AUTOCAS T LTD CIN:L34300HP2005PLC VILLAGE BATHRI,TAHLIWAL GHARSHANKER ROAD, DISTT.- UNA (HP) Profit & Loss for 30th November, 2017 (Value in `) Sr. Particulars Note As on As on No No 30th Nov, st March, 2017 I Revenue from Operations Sale of Products (Net of Sale Returns) ,059, ,535,566 Job Work / Other Operational Incomes - - Gross Turnover 823,059, ,535,566 Less: Indirect taxes ( Excise duty, Service tax and VAT) 108,984,003 31,274,388 Net Sale 714,075, ,261,178 II Other Income 20 4,081, ,053 III III. Total Revenue (I +II) 718,156, ,689,231 IV Expenses: Cost of materials consumed ,713, ,061,830 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 22-34,345,510 3,555,261 Employee Benefit Expense 23 41,333,397 67,005,404 Financial Costs 24 27,467,529 42,495,829 Depreciation and Amortization Expense 11 29,630,858 37,491,192 Other Expenses ,271, ,756,127 Total Expenses (IV) 681,071, ,365,643 V Profit before exceptional and extraordinary items and tax III - IV 37,084,690 34,323,588 VI Exceptional Items - - VII Profit before extraordinary items and tax (V - VI) 37,084,690 34,323,588 VIII Extraordinary Items - - IX Profit before tax (VII - VIII) 37,084,690 34,323,588 X Tax expense: (1) Current tax 11,614,308 7,325,203 (2) Deferred tax (3,506,835) (2,269,506) (3) MAT Credit Entitlement - 3,868,867 XI Profit(Loss) from the perid from continuing operations (IX-X) 28,977,218 25,399,024 XII Profit/(Loss) from discontinuing operations - - XIII Tax expense of discounting operations - - XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - - XV Profit/(Loss) for the period (XI + XIV) 28,977,218 25,399,024 XVI Earning per equity share: (nominal value of equity shares of Rs. 10 each) Basic/Diluted earning per share For and on behalf of Pritika Autocast Limited Sd.- Date: Raminder Singh Nibber Place :- Mohali ( Director ) DIN No

88 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) CASH FLOW STATEMENT AS ON 30th November, 2017 (Value in `) Sr. No Particulars As on 30th Nov, 2017 As on 31st March, 2017 A. Cash Flow From Operating Activities Net Profit before tax as per statement of Profit & Loss A/c 37,084,690 34,323,588 Add: Depreciation 29,630,858 37,491,192 Profit on Sale of Asset - (102,187) Exceptional Items/Income - - Interest Expense 27,467,529 42,495,828 57,098,387 79,884,833 Adjustments for: Increase/(Decrease) in Trade Payables 57,603,377 (5,480,187) Increase/(Decrease) in Other Current Liabilities 69,425,495 (21,439,723) Increase/(Decrease) in Short Term Provisions (104,560) 832, ,924,312 (26,087,521) Increase/(Decrease) in Trade Recievable (110,841,979) (26,513,890) Increase/(Decrease) in Short Term advances (10,463,354) (1,923,833) Increase/(Decrease) in Other Current Assets (8,376) 1,098,477 Increase/(Decrease) In Inventories 14,593,845 (6,872,752) (106,719,864) (34,211,998) Cash Generated From Operations 114,387,526 53,908,902 Less:Income Tax Paid 7,325,203 4,070,492 B. Cash Generated From Investing Activities 107,062,323 49,838,410 Purchase Of Assets (72,656,967) (39,080,647) Sale Of Assets - 413,500 Increase In Non Current Assets (45,000) 555,266 (72,701,967) (38,111,881) C. Cash Generated From Financing Activities Proceeds from Share Capital - - Subsidy Received 3,000,000 - Long Term Loans Raised 13,985,010 49,988,000 Long Term Loans Repaid (17,068,635) (29,782,113) Short Term Loans Raised (697,403) 3,299,284 Interest Paid (27,467,529) (42,495,828) (28,248,557) (18,990,657) 6,111,798 (7,264,125) Add:- Opening Cash & Cash Equivalents 14,621,587 21,885,712 Closing Cash & Cash Equivalents 20,733,385 14,621,587 (1.00) -.00 For and on behalf of Pritika Autocast Limited Sd/- Date: Raminder Singh Nibber Place :- Mohali ( Director ) DIN No

89 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 Note No. 1: Notes To The Financial Statement GENERAL INFORMATION The Company was incorporated on , having main objects of Manufacturingof Tractor and Automobile Parts. The company is having works at Village Bathri, Distt. Una, Himachal Pradesh 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES I Basis of preparation These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis, These financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 133 of Companies Act 2013 and read with Rule 7 of Companies (Accounts) Rules 2014 (as amended) [As on date the notified accounting standards are, the Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, All assets and liabilities have been classified as current or non-current as per the Company s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycleas 12 months for the purpose of current non current classification of assets and liabilities. II Use of estimates The preparation of financial statementsin conformity with generally accepted accounting principles requires management to make estimates and assumptionsthataffect the reportedamountsof assetsand liabilities and disclosureof contingentliabilities at the dateof the financial statementsand the resultsof operationsduring the reporting periodend. Although these estimatesare basedupon management sbest knowledge of current events and actions, actual results could differ from these estimates. III Fixed Assets and Depreciation ` a) Fixed Assets are stated at cost of acquisition inclusive of duties, taxes, incidental expenses, erection/commissioningexpensesup to the date the asset is ready to be put to use less depreciation provided up to 31st March, Depreciationhas beenprovidedon StraightLine Method& all the assetshave been depreciatedas per the relevant provisions of the Part 'C' of Schedule II of the Company Act 2013 IV Investments Long term unquotedinvestmentsare consideredat cost unless there is a permanentdecline in value thereof, in which case suitable provision for such shortfall in the values are made in the accounts. 89

90 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 V Debtors, Creditors and Loans Advances In the opinion of the Board, the Current Assets, Loan & Advances are approximately of the value stated if realized in the ordinary course of business expect otherwise stated. The provisions for all known liabilities and for in excess of amount considered reasonable necessary. All the debtors, creditors, and Loan & Advances are subject to confirmation. VI Revenue Recognition Revenue is recognized to the extent that it is probable thatthe economic benefits will flow to the Company and the revenue can be reliably measured.basically, Sales and Contractrevenue have been accounted for on the basis of terms and conditions of agreements entered into with various clients. Interestis recognizedon a time proportionbasistaking into account the amount outstandingand the rate of interest applicable. VII Taxation a Current Taxes Current Income Tax is measuredat the amount expected to be paid to the Income Tax authoritiesin accordance with the Indian Income Tax Act, The provision for Current Taxes is based on the elementsof Income and expenditureas reportedin the financial statementsand computed in accordance with the provisions of the Indian Income Tax Act, b Deferred Tax DeferredTax is measuredbasedon the tax rates and the tax laws enactedor substantivelyenacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is reasonably cer that sufficient future taxable income will be available against which such deferred tax asset can be realized. In situations where the company has unabsorbeddepreciation or carry forwardtax losses,all deferredtax assetsare recognizedonly if thereis virtual certaintysupportedby convincing evidencethat they can be realized against future taxable profits. VIII Retirement And Other Benefits Retirement benefits in the form of Provident Fund being a defined contributionscheme is charged to Profitand LossAccount of the year whenthe contributionsto the funds are due. Thereare no obligations other than the contribution payable to the fund. Gratuitybeing a definedbenefit obligation is providedfor basedon actuarial valuation made at the end of each financial year using the projected unit credit method. Accumulated leave, which is expected to be utilized within the next 12 month,is treatedas shortterm employee benefit.thecompany measuresthe expected cost of such absencesas the additionalamount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.suchshortterm compensatedabsencesare provided for in the Statement of Profit and Loss basedon estimates. Actuarial gain and losses are recognized immediately in the Statement of Profit & Loss as income or expenses. 90

91 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 IX Impairment of Asset The impairment of assets are reviewed to see if there is any indication of impairment based on internal/externalfactors. An impairment loss is recognized whereverthe carrying amountof an asset exceedsits recoverableamount.therecoverableamountis the greaterof the asset snet selling price and value in use. In assessingvalue in use, the estimated future cash flowsare discountedto their present value at the weighted averagecost of capital afterimpairment, depreciationis providedon the revised carrying amount of the asset over its remaining useful life. X Foreign currency translation Initial Recognition Foreign currencytransactionsare recordedin the reportingcurrency, by applying to the foreigncurrency amount the exchange rate betweenthe reporting currency and the foreign currency at the date of the transaction. Conversion Foreign currency monetary items are reported using the closing rate. Non-monetaryitems which are carriedin termsof historical cost denominatedin a foreigncurrencyare reportedusing the exchangerate at the date of the transaction. Exchange Differences Exchangedifferencesarising on the settlementof monetaryitems, or on reporting such monetary items of company at rates different from those at which they were initially recorded during the year, or report previous financial statements, are recognized as income or as expenses in the year in which they arise. XI Segment Reporting Identification of segments: The company has been operating in single segment i.e. Manufacturing of Tractors & Automobile Parts Allocation of common costs: Common allocable costs are allocated to each segment according to the relative contributionof each segment to the total common costs. Segment Policies: The Company preparesits segment information in conformity with the accountingpolicies adoptedfor preparing and presenting the financial statements of the Company as a whole. XII Earnings Per Share The earnings consideredin ascertaining the Company's earnings per share comprise of the net profit/ (loss) after tax for the year. Thenumber of shares usedin computingthe basic earnings per share is the weightedaveragenumberof sharesoutstandingduring the period.thenumberof sharesused in computing dilutedearningsper sharecomprisesthe weightedaverageshareconsideredfor deriving basic earningsper share, and also the weighted average number of shares, which would have been issued on the convers dilutive potential equity shares, if any. 91

92 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 XIII Provision, Contingent liabilities and Contingents assets A provision is recognised when the Company has a presentobligation as a result of past event; it is probable that an outflow of resourceswill be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discountedto its presentvalue and are determined basedon bestestimaterequiredto settlethe obligation at the balance sheetdate. Theseare reviewedat each balance sheet date and adjusted to reflect the current best estimates. XIV Cash and Bank Balances Cash and Bank balancesin the balance sheetcomprise cash at bank and in hand and short term, highly liquid investmentsthat are readily convertibleinto knownamounts of cash and which are subject to an insignificant risk of changes in value. 92

93 Sr. No PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in ` ) Note : 2 Share Capital Particulars As on 30th Nov, 2017 As on 31st March, Authorized Capital 1,40,00,000 Equity Shares of Rs. 10/- each. 140,000, ,000, ,000, ,000,000 2 Issued, Subscribed & Paid up Capital 1,20,26,475 Ordinery Equity Shares of Rs. 10/- each fully paid 120,264, ,264,750 Total 120,264, ,264, a) Reconcilation of Number of equity shares Opening- Shares 12,026,475 12,026,475 Bonus Share Issue - - Fresh issues of shares - - Closing Balance 12,026,475 12,026,475 b) Rights, Preferences and restrictions to Equity Shares The company has only one class of equity shares having a par value of Rs 10 each. Each shareholder is eligible for one vote per share held. The dividend proposed by Board of Directors is subject to the approval of the Shareholders in ensuing Annual General Metting, except incase of Interim Dividend. In the event of Liquidation, the equity shareholder are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proporation to their shareholding. c) Shares in the company held by each shareholder holding more than 5 percent shares specifying the number of shares held. Name of Share Holders As on 30th Nov, 2017 As on 31st March, 2017 No. of Shares % No. of Shares % Pritika Industries Limited % 8,122, % Raminder Singh Nibber % 1,203, % Harpreet Singh Nibber % 2,485, % Pritika Auto Industries Limited 12,026, % % * Beneficiary Owner of above share holding is M/s Pritika Auto Industries Limited (Formerly known as Shivkrupa Machineries and Engineering Services Ltd. ) w.e.f. 15/03/2017. d) Details of Fully Paid Bonus Shares Issued within 5 years from the date of Current year Balance Sheet. i) shares were issued as fully paid bonus shares to the shareholderes during the financial year ii) shares were issued as fully paid bonus shares to the shareholderes during the financial year

94 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in ` ) Note : 3 Reserve & Surplus Sr. Particulars No 1 (a) Surplus in the statement of Profit & Loss As on 30th Nov, 2017 As on 31st March, 2017 Current year Surplus 28,977,218 25,399,024 Add: Previous year balance 91,870,621 66,580,087 Less: Mat Credit Adjustment - 108,490 Closing Balance 120,847,839 91,870,621 Total 120,847,839 91,870,621 Note : 4 Long Term Borrowings Sr. No Particulars As on 30th Nov, 2017 As on 31st March, 2017 Term Loan 1 Secured - From Bank 9,183,851 15,646,115 - From Financial Institutions 31,313,579 29,871,000 2 Unsecured - From Financial Institutions/NBFC 341,275 3,390,225 - From Directors 1,200,000 1,200,000 - From Body Corporate 42,485,010 37,500,000 Total 84,523,715 87,607,340 94

95 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in ` ) Note No.4.1: Details of Securities and Terms of Repayment Secured : Term loans from Banks (A) Term Loans from Canara Bank Secured by first charge by way of hypothecation of Trade receivables, Inventories, other current assets and Plant and Machinery of the company including land & Building. These loans are also personally guaranted by directors Namely Mr. Raminder Singh Nibber & Mr. Harpreet Singh Nibber. Moreover Pritika Industries Limited and Nibber Castings Private Limited had given separate corporate guarantee amounting to Rs Cr each to Canara Bank was given on and still alive. Particulars As on 30th Nov, 2017 As on 31st March, The Vehicle loan of Rs 8.30 lacs repayable in 44 monthly installments of Rs 0.23 lacs including interest.current rate of interest is 10.50% The term loan of Rs 112 lacs repayable in 72 monthly installments comprising of 71 monthly installments of Rs 1.56 lacs and last monthly installment of Rs 1.24 lacs. (Interest rate is base rate plus 2.25%, Presently 13.75%.) 3,244,000 4,492, The term loan of Rs 200 lacs repayable in 60 monthly installments of Rs 3.33 lacs. Interest rate is base +3.25% 9,226,607 12,000,005 4.The term loan of Rs 125 lacs repayable in 84 monthly installments comprising of first 83 monthly installemnts of Rs 1.50 lacs and one installement of 1.24 Lacs. Current rate of interest is 14.45%. 1,756,197 3,008, The Vehicle loan of Rs 6.50 lacs repayable in 48 monthly installments of Rs 0.17 lacs. (Base Rate +0.50%, Presently 10.70%) 276, , The Vehicle loan of Rs 3.00 lacs repayable in 60 monthly installments of Rs 0.06 lacs. (Base Rate +0.30%, Presently 10.30%) 167, , The Term Loan of Rs 75 lacs repayable in 72 Installments of Rs 1.05 Lacs and one monthly installment of 0.45 lacs excluding interest part (Base +3.25%) 3,238,044 4,148, The Term Loan of Rs 2.73 lacs repayable in 36 Installments of Rs 0.09 Lacs current rate of interest is 9.95% 140, ,995 Total 18,050,003 24,426,106 Less: Amount shown in Current liabilities towards current maturities and Interest accrued 9,268,181 9,249,618 Amount shown as Loan 8,781,822 15,176,488 95

96 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in ` ) (B) Term loans from Other Banks Secured by first charge by way of hypothecation of vehicles and the equipment accuqired under the project/scheme the details are as follow these loan funds. Particulars As on 30th Nov, 2017 As on 31st March, 2017 ICICI Bank : The Vehicle loan of Rs 5.65 lacs repayable in 60 monthly installments comprising of 59 monthly installments of Rs lacs each and last monthly installments of Rs 0.09 Lacs (including interest part).current Interest rate is 8.75%. 501, ,000 Total 501, ,000 Less: Amount shown in Current liabilities towards current maturities and Interest accrued 99,943 95,373 Amount shown as Loan 402, ,627 Grand Total of Loans from Banks (A+B) 9,183,851 15,646,115 I(II) Secured Loans A. Loans from Financial Institutions (SIDBI) Secured by first charge by way of hypothecation of all the moveable including plant, machinery and equipment acquired/to be acquired under the project/scheme. All the below mentioned loans at Sr.No 1,2 and 3 are secured by corporate gurantee of M/s Pritika Industries Limited and Nibber Casting Private Limited. These loans are personally guarnteed by directors namely S. Raminder singh nibber and S. Harpreet singh nibber. Particulars As on 30th Nov, 2017 As on 31st March, The term loan of Rs lacs repayable in 87 monthly installments comprising of first 12 monthly installments of comprising of Rs 0.25 lacs Each, the next 12 monthly installments comprising of Rs 2.00 lacs each the next 12 Monthly installments of comprising of Rs 5.00 lacs each the next 12 Monthly installments of comprising of Rs 8.00 lacs each the next 39 Monthly Instalment of Rs lac (excluding interest part). Current Interest rate is 10.50%) The term loan of Rs 125 lacs repayable in 48 monthly installments comprising of first 47 installments of Rs 2.60 lacs and last installments being Rs 2.80 lacs, Total 48th Instalment. Current Interest rate is 14.00% The term loan of Rs 90 lacs repayable in 72 monthly installments of Rs 1.25 lacs (excluding interest part). Current Interest rate is 12.15%. 5,614, The term loan of Rs 225 lacs repayable 54 monthly installments comprising of 53 monthly installments of Rs 4.15 lacs and 1 monthly installments of Rs 5.05 lacs (excluding interest part). Current Interest rate is 12.95%. 16,690, ,010,

97 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in ` ) 5. The term loan of Rs 130 lacs repayable in 72 monthly installments comprising of 24 monthly installments of Rs 0.25 lacs and 12 monthly installments of Rs 0.50 lacs each and next 12 monthly installments of Rs 2.00 lacs each and next 12 monthly installment Rs 3.00 lacs each and next 11 installment of rs.5.00 lacs each and the last installment of rs.3.00 lacs (excluding interest part). Current Interest rate is 9.35%. 13,000, ,000, The term loan of Rs 20 lacs repayable in 72 monthly installments comprising of 71 monthly installments of Rs 0.28 lacs each and 1 monthly installments of Rs 0.12acs (excluding interest part). Current Interest rate is 9.35%. 2,000, ,000, Total 37,304, ,010, Less: Amount shown in Current liabilities towards Current Maturities and Interest accrued 5,991, ,139, Amount shown as Loan 31,313, ,871, B. Loans from others Includes following loans Particulars As on 30th Nov, 2017 As on 31st March, 2017 (1) Intec Capital Ltd-I: Loan of Rs Lacs for purchase of machineries. It is repayable in 60 monthly installments comprising of first 4 installments of Rs 3.38 lacs each remaining 56 installments of Rs 6.83 lacs each. Interest rate is 14.76%.. Beside other securities there is collateral security of Rs Lacs (i.e 25% of loan amount) - - (2) Intec Capital Ltd-II: Loan of Rs 120 Lacs for purchase of machineries. It is repayable in 60 monthly installments comprising of first 4 installments of Rs 1.47 lacs each remaining 56 installments of Rs 2.97 lacs each. Interest rate is 14.76%. Beside other securities there is collateral security of Rs 30 Lacs - - (3) Mahindra & Mahindra Financial Services Limited: The term loan of Rs lacs repayable in 72 monthly installments comprising of Rs lacs each (including interest part). Interest rate is 16.50% 1,734,612 12,282,906 Total 1,734,612 12,282,906 Less: Amount shown in Current liabilities towards current maturities and interest accrued 1,734,612 12,282,906 Amount shown as Loan - - Grand Total of Loans from Financial Institutions 31,313,579 29,871,000 97

98 II Unsecured Loans A. From NBFC PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in ` ) Particulars As on 30th Nov, 2017 As on 31st March, 2017 (1) Mahindra & Mahindra Financial Services Limited: The term loan of Rs 1.00 crore repayable 12 monthly installments Current Interest rate is 11.75% - - (2) Mahindra & Mahindra Financial Services Limited: The term loan of Rs 100 lacs repayable 24 monthly installments comprising of Rs 4.80 lacs each (Including interest part). Current Interest rate is 14.00% 5,032,438 7,481,821 (3). Punjab Reliable Investment Ltd: Loan of Rs Lacs for machinery repayable in 47 installments comprising of first 16 installments of Rs 0.60 lacs each, next 16 installments of Rs 0.46 lacs each, last 15 installments of Rs 0.28 lacs each (Including interest part). Interest rate is 7.16% flat 861,717 1,190,003 (4). Neo Growth Credit Private Ltd: Loan of Rs Lacs for machinery repayable in installments comprising of first 16 installments of Rs 0.60 lacs each, next 16 installments of Rs 0.46 lacs each, last 15 installments of Rs 0.28 lacs each (Including interest part). Interest rate is 7.16% flat Total - - 5,894,155 8,671,824 Less: Amount transferred to Current liabilties towards Current Maturities and Interest accrued part. 5,552,880 5,281,599 Total 341,275 3,390,225 From Directors These loan including loan from directors. These loans are non interest bearing and repayable as and when company generates surplus cash but not within a period less than 1 year. Particulars As on 30th Nov, 2017 As on 31st March, 2017 Sh.Harpreet Singh Nibber - - Sh. Raminder Singh Nibber 1,200,000 1,200,000 Total 1,200,000 1,200,000 From Body Corporate Particulars As on 30th Nov, 2017 As on 31st March, 2017 M/s Pritika Auto Industries Limited (Formerly known as Shivkrupa Machineries and Engineering Services Ltd. ) 42,485,010 37,500,000 Total 42,485,010 37,500,000 98

99 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in ` ) Note : 5 Other Long Term Liabilities Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Other Long Term Liabilities - - Total - - Note : 6 Deffered Tax Liabilities Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Deferred tax liabilities (a) Fixed Assets 4,369,674 7,876,509 2 Deferred tax Asset (b) Others - - Total 4,369,674 7,876,509 Note No : 7 Short Term Borrowings SHORT TERM BORROWINGS The Cash Credit Limit is secured by first charge by way of hypothecation of Trade receivables, Inventories, other current assets and Plant and Machinery of the company including land & Building along with loan mentioned 4A. These loans are also personally guaranted by directors Namely Mr. Raminder Singh Nibber & Mr. Harpreet Singh Nibber. Moreover Pritika Industries Limited and Nibber Castings Private Limited had given separate corporate guarantee amounting to Rs Cr each to Canara Bank was given on and still alive. Sr. No Particulars As on 30th Nov, 2017 As on 31st March, 2017 (a) Loans repayable on Demand - Secured 1 From Bank- Cash credit 212,053, ,750,863 Total 212,053, ,750,863 Note : 8 Trades Payable Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Trade Payable Others 160,988, ,384,911 Total 160,988, ,384,911 99

100 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in ` ) Note : 9 Other Current Liabilities Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Current Maturities of Long term Loans 22,646,617 32,048,495 2 Interest Accrued but not due on borrowings - 249,239 3 Advances from Customers 6, ,043 4 Creditors for Capital Expenditure 1,306,389 4,115,715 5 Creditors for Expenses 56,434,973 49,878,918 6 Payable to Related Parties 156,599,995 93,745,700 Employee Related Liabilities 7 Salaries and Wages payable 4,396,459 4,912,060 8 Other Employee related payments 563,756 2,157,233 Other Liabilities 9 Audit Fee Payable 100, , Electricity Expenses Payable 11,396,315 9,276, Statutory dues payable 21,439,211 7,178, Other Liabilities 389,727 1,472,124 Total 275,280, ,854,701 Note : 10 Short Term Provisions Sr. No Particulars As on 30th Nov, 2017 As on 31st March, (a) Provision for employee Benefits Earned Leave Payable 1,304,798 1,309,358 Group Gratuity Payable 6,919,407 7,019,407 2 (b) Others Income tax Payable 7,561,142 7,325,203 Total 15,785,347 15,653,

101 Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in `) Note : 12 Non Current Investment Sr. No PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Particulars As on 30th Nov, 2017 As on 31st March, 2017 TRADE INVESTMENTS 1 (a) Investments in Equity Instruments (Unquoted) - - Shares in Shivalik Solid Waste Management Limited 100, ,000 (10,000 Equity Shares of Rs.10/- each fully paid-up) Total 100, ,000 Note : 13 Other Non Current Assets Sr. Particulars No As on 30th Nov, 2017 As on 31st March, Security Deposits 695, ,000 Total 695, ,000 Note : 14 Inventories Sr. Particulars No As on 30th Nov, 2017 As on 31st March, Raw Materials 10,211,665 53,286,765 2 Stores & Spares 8,842,305 14,706,560 3 Work in Progress 218,975, ,630,164 Total 238,029, ,623,489 Note : 15 Trade Recievables Sr. Particulars No As on 30th Nov, 2017 As on 31st March, Outstanding for more than six months a) Secured, Considered Good b) Unsecured, Considered Good 321,346 6,123,393 2 Outstanding for less than six months a) Secured, Considered Good 387,871, ,227,300 b) Unsecured, Considered Good - - Total 388,192, ,350,

102 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in `) Note : 16 Cash & Bank Balances Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Cash-in-Hand Cash in Hand 677, ,624 Sub Total (A) 677, ,624 2 Bank Balance Balances With Banks 10,241,824 4,266,226 Fixed Deposits 9,813,632 9,816,737 Sub Total (B) 20,055,455 14,082,963 Total [ A + B ] 20,733,386 14,621,

103 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in `) Note :17 Short Terms Loans and Advance Sr. Particulars No As on 30th Nov, 2017 As on 31st March, Advances to Suppliers 19,642,293 9,262,739 2 Advances to others 31,610,000 31,610,000 3 Advances to staff 196, ,200 4 MAT Credit Entitlement 9,952,809 14,005,975 Total 61,401,102 54,990,914 Note :18 Other Current Assets - Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Balance with Revenue Authorities 6,243,570 5,787,931 2 Prepaid Expenses 123, ,056 3 Interest accured but not due - - Total 6,367,363 6,358,

104 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in `) Note : 19 Revenue from Operations Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Sale of Products (Net of Sale Returns) 823,059, ,535,566 Job Work / Other Operational Incomes - - Gross Turnover 823,059, ,535,566 Less: Indirect taxes ( Excise duty, Service tax and VAT) 108,984,003 31,274, ,075, ,261,178 Total 714,075, ,261,178 Note : 20 Other Income Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Misc Reciept 4,079,838 18,089 2 Interest received 1, ,777 3 Profit on Sale of Fixed Assets 102,187 Total 4,081, ,053 Note : 21 Cost of Material Consumed Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Opening Stock- Raw Materials 53,286,765 46,829,444 Opening Stock- Store & Spares 13,783,268 9,724,084 Opening Stock- Packing material 923, ,280 67,993,325 56,889,808 2 Add:- Purchases Raw Materials 371,512, ,283,333 Stores & Spares 16,109,942 51,848,699 Packing material 3,152,260 13,033, ,774, ,165,347 3 Less: Closing Stock - Raw Materials 10,211,665 53,286,765 Less: Closing Stock - Stock & Spares 8,597,305 13,783,268 Less: Closing Stock - Packing material 245, ,292 Total 439,713, ,061,

105 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in `) Note : 22 Change in Inventories Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Opening Stock in Progress 184,630, ,185,425 Finished Goods ,630, ,185,425 2 Closing Stock in Progress 218,975, ,630,164 Finished Goods ,975, ,630,164 Total (34,345,510) 3,555,261 Note : 23 Employement Benefit Expenses Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Salaries and Wages 28,595,986 46,422,062 2 Director Remuneration 3,000,000 3,600,000 3 Contribution to Provident and ESI Funds 2,380,251 3,303,142 4 Bonus and Incentives 5,610,677 9,794,146 5 Staff and Workmen Welfare 1,287,011 1,186,886 6 Group Gratuity - 1,924,023 7 Other Expenses 459, ,145 Total 41,333,397 67,005,404 Note :24 Financial Cost Sr. No Particulars As on 30th Nov, 2017 As on 31st March, Interest Expenses 3,124,256 40,687,959 2 Other Borrowing Costs 24,343,273 1,807,870 Total 27,467,529 42,495,

106 PRITIKA AUTOCAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) Notes Forming Integral Part of the Balance Sheet as on 30th Nov 2017 (Value in `) Note : 25 Other Expenses Sr. No Particulars As on 30th Nov, 2017 As on 31st March, 2017 (a) Manufacturing Expenses 1 Cartage & Forwarding 624,635 1,536,907 2 Power Fuel Oil & Gases Expenses 92,111, ,680,623 3 Job Work Expenses (149,594) 976,034 4 Repairs & Maintenance Building 203, ,900 Machinery 1,592,694 2,008,994 Others 105, ,063 5 Workshop expenses\foundry expenses 45,044,397 56,976,208 6 Caliberation of Instruments 208, ,250 7 Security charges 1,064,393 1,789,295 8 Factory Rent 88, ,000 9 Other Manufacturing Expenses 1,784,066 2,977, ,677, ,345,987 (b) Administrative & Selling Expenses 10 Payment to Auditors (Refer Note No. 27) 100, , Rates & Taxes 3,004,663 7,638, Insurance 1,265,944 1,381, Legal & Profession Charges 730,325 3,420, Communication Expenses 339, , Printing & Stationery 469, , Vehicle Running Expenses 1,996,324 3,132, Travelling & Conveyance Expenses 1,901,038 4,174, Rebate & Discounts 9,283,965 8,641, Freight Outward 12,855, , Other Expenses 2,647,305 4,677,487 34,594,197 35,410,140 Total 177,271, ,756,

107 PRITIKA AUTO CAST LIMITED CIN NO. L34300HP2005PLC VILLAGE- BATHRI, TAHLIWAL GARSHANKAR ROAD, DISTT. - UNA (HP) NOTE NO : 11 FIXED ASSETS (Value in ` ) PARTICULARS RATE OPENING GROSS BLOCK DEPRECIATION NET BLOCK BAL DURING THE YEARSALE/ TRF./ Subsidy G THE YEAR SALE/ TRF AIR CONDITIONER 14.25% 375, , ,020 35, , , ,492 COMPUTERS 47.51% 2,697,971 50,137-2,748, ,556,207 11,660-2,567, , ,764 D.G.SET 9.50% 9,170, ,170, ,170, ,070-6,752,535 2,417,764 2,999,834 FURNITURE &FIXTURE 14.25% 1,320,985 76,827-1,397, , , , , ,045 OFFICE EQUIPMENT 28.50% 527, , , , ,284-53,009 47,448 VECHILE A/C 17.82% 12,230,653 67,095-12,297, ,247,634 1,462,191-9,709,825 2,587,923 3,983,019 WEIGH BRIDGE 9.50% 277, , ,701 33, ,788 27,962 61,049 LAND & SIDE DEVE. 0.00% 5,613, ,613, ,613,064 5,613,064 BUILDING 4.76% 56,237,422 6,166,984-62,404, ,400,302 1,911,334-17,311,636 45,092,770 40,837,120 ELEC.FITTING&INSTA % 36,268,170 9,037,393-45,305, ,720,144 4,161,429-26,881,573 18,423,990 13,548,026 PLANT & MACHINERY (OTHERS) 9.50% 166,797,241 6,593, ,390, ,316,396 10,707,045-59,023, ,366, ,480,845 PLANT & MACHINERY (CORE) 9.50% 146,211,408 19,321,607-3,000, ,533, ,752,767 9,990, ,742,946 35,790,069 29,458,641 BUILDING OTHER THAN FACTORY BUILDIN 4.76% 3,199, ,199, , ,819-1,473,779 1,725,779 2,229,598 TOTAL 440,927,309 41,313,131-3,000, ,240, ,854,363 29,630, ,485, ,755, ,072,945 BUILDING UNDER CONSTRUCTION 3,972,696 3,096,393-6,169, , ,503 CAPITAL W.I.P. 16,522,353 51,137,609-16,720,582 50,939, ,939,380 GRAND TOTAL 461,422,358 95,547,133-25,890, ,079, ,854,363 29,630, ,485, ,594, ,072,

108 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJRA, P.O. MUBARIKPUR, DISTT. S.A.S NAGAR, PUNJAB BALANCE SHEET AS AT 30th November, 2017 (Value in ) Particulars Note No. As at 30th November, 2017 As at 31st March, 2017 I. EQ UITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital 2 25,000, ,000, (b) Reserves and Surplus 3 94,711, ,237, (2) Non-Current Liabilities (a) Long-Term Borrowings 4 56,781, ,700, (b) Other Long Term Liabilities (c) Deferred Tax Liabilities (Net) 6 7,533, ,366, (4) Current Liabilities (a) Short-Term Liabilities 7 119,707, ,283, (b) Trade Payables 8 52,109, ,340, (c) Other Current Liabilities 9 120,344, ,641, (d) Short-Term Provisions 10 8,388, ,709, Total Equity & Liabilities 484,575, ,279, II.ASSETS (1) Non-Current Assets (a) Fixed Assets 11 (i) Gross Block 241,847, ,131, (ii) Depreciation 80,672, ,138, (iii) Net Block 161,174, ,992, (b) Non-current investments (c) Other non-current assets (2) Current Assets (a) Inventories ,491, ,056, (b) Trade receivables ,434, ,748, (c) Cash and Bank balances 16 10,387, ,188, (d) Short-term loans and advances 17 14,292, ,909, (e) Other Current Assets 18 16,794, ,383, Total Assets 484,575, ,279, For and on behalf of Nibber Casting Private Limited Date : Place ;- Mohali Sd/- Raminder Singh Nibber (Director) DIN No

109 NIBBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJRA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB PROFIT & LOSS STATEMENT FOR THE PERIOD ENDED ON 30th November, 2017 (Value in ) Sr. No Particulars Note No. As at 30th November, 2017 As at 31st March, 2017 I Sale of Products (Net of Sale Returns) ,988, ,767, Less: Indirect taxes ( Excise duty, Service tax and VAT) 49,825, (92,486,589.00) Net Sale 401,163, ,280, II Other Income , , III III. Total Revenue (I +II) 401,584, ,123, IV Expenses: Cost of materials consumed ,514, ,901, Changes in inventories of finished goods, work-inprogress and Stock-in-Trade 22 (8,851,481.00) (21,357,166.00) Employee Benefit Expense 23 18,772, ,388, Financial Costs 24 16,587, ,287, Depreciation and Amortization Expense 11 8,671, ,688, Other Administrative Expenses 25 54,149, ,545, Total Expenses (IV) 378,842, ,453, V Profit before exceptional and extraordinary items and (III - IV) 22,742, ,669, VI Exceptional Items / Income VII Profit before extraordinary items and tax (V - VI) 22,742, ,669, VIII Extraordinary Items - - IX Profit before tax (VII - VIII) 22,742, ,669, X Tax expense: (1) Current tax - Current Year 6,248, ,461, Previous Year - 2,146, , (2) Deferred tax - 1,833, ,546, XI Profit(Loss) from the perid from continuing operations (IX-X) 20,473, ,143, XII Profit/(Loss) from discontinuing operations - - XIII Tax expense of discounting operations - - XIV Profit/(Loss) from Discontinuing operations (XII XV Profit/(Loss) for the period (XI + XIV) 20,473, ,143, XVI Earning per equity share: (nominal value of equity shares of Rs. 10 each) (1) Basic/ Diluted earning per share For and on behalf of Nibber Casting Private Limited Date : Place ;- Mohali Raminder Singh Nibber (Director) DIN No Sd/- 109

110 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJRA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB CASH FLOW STATEMENT AS AT 30th November, 2017 (Value in ) Particulars As at 30th November, 2017 As at 31st March, 2017 A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax as per statement of Profit & Loss 22,742,113 30,669,371 Adjustments for: Interest Expense 16,587,250 24,287,332 Interest Income (421,345) (842,843) Depreciation 8,671,317 12,688,519 Operating profit before working capital changes 47,579,335 66,802,379 Adjustments for: Increase/(Decrease) in trade payables (1,230,903) 11,258,044 Increase/(Decrease) in other current liabilities 32,702,249 6,211,666 Increase/ Decrease) in Short term provisions (108,475) 1,589,019 Decrease in Inventories (1,435,281) (29,760,132) (Increase)/Decrease in Trade receivables (3,991,295) (16,113,240) (Increase)/Decrease in Other Current assets (21,794,142) (249,923) Cash generated from Operations 51,721,488 39,737,814 Income tax Paid (8,934,378) (2,527,185) Net Cash flow from/(used in) Operating activities 42,787,110 37,210,629 B CASH FLOW FROM INVESTING ACITIVITIES Purchase of Assets (45,660,678) (27,622,267) Sale of Asset 1,732, Interest Income 421, ,843 Net Cash flow from/(used in) Investing Activities (43,506,536) (26,779,424) C CASH FLOW FROM FINANCING ACTIVITIES Long Term Loans repaid 19,081,476 9,628,533 Short Term Loans raised (1,576,056) (2,833,441) Increase in Share Capital 0 1,499, Share Premium 0 3,748, Interest expenses (16,587,250) (24,287,332) Net Cash flow from/(used in) Financing Activities 918,169 (12,244,340) Net Increase in Cash and Cash Equivalents 198,743 (1,813,134) Add: Opening Cash and Cash Equivalents 10,188,463 12,001,598 Closing balance of Cash and Cash Equivalents 10,387, ,188, For and on behalf of Nib 0.00 For and on behalf of Nibber Casting Private Limited Sd/- Date : Place ;- Mohali Raminder Singh Nibber (Director) DIN No

111 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Notes Forming Integral Part of the Balance Sheet as at 30th November, 2017 (Value in ) Note : 2 Share Capital Sr As at As at Particulars. 30th November, st March, Authorized Capital 2,500,000 Equity Shares of Rs. 10/- each. 25,000, ,000, ,000, ,000, Issued, Subscribed & Paidup Capital 2,500,000 (2,350,060) Ordinary Equity Shares of Rs. 10/- each 25,000, ,000, Total 25,000, ,000, a) Reconciliation of Number of Equity Shares As at 30th November, 2017 As at 31st March, 2017 Opening- Shares 2,500, ,350,060 Bonus Share Issue - - Fresh issues of shares - 149,940 Closing Balance as at 31st March, ,500, ,500,000 b) Rights, Preferences and restrictions to Equity Shares The Company has only one class of equity shares having a par value of Rs.10 each. Each Shareholder is eligible for one vote per share held. The dividend proposed by Board of Directors is subject to the approval of the Share-holders in ensuring annual General Meeting, except incase of Interim Dividend. In the event of Liquidation, the Equity Shareholders are eligible to receive the remaining assets of the company after distribution of all preferential figures, in proportion to their share holding. c) Details of Shareholders holding more than 5% of aggregate shares in the Company. Name of Share Holders As at 30th November, 2017 As at 31st March, 2017 No. of Shares % No. of Shares % M/s Pritika Industries Limited % 11,40, % Mr. Raminder Singh Nibber % 4,22, % Mr. Harpreet Singh Nibber % 5,17, % Mr. Gurkaran Singh Nibber % 2,00, % M/s Advance Products Pvt. Ltd % 1,49, % M/s Pritika Auto Industries Limited 24,99, % % Note: Beneficiary Owner of above share holding is M/s Pritika Auto Industries Limited (Formerly known as Shivkrupa Machineries and Engineering Services Ltd. ) w.e.f. 15/03/2017. d) Details of fully paid bonus share issued within 5 years from the date of Current Year Balance Sheet. i) 11,75,030 shares were issued as bonus shares to the shareholders in the financial y ear

112 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Notes Forming Integral Part of the Balance Sheet as at 30th November, 2017 (Value in ) Note : 3 Reserve & Surplus Sr. Particulars No As at 30th November, 2017 As at 31st March, (a) Securities Premium Opening Balance - - Addition during the Year 3,748, ,748, Closing Balance 3,748, ,748, (b) Capital Subsidy Reserve Opening Balance 2,483, ,483, Addition during the Year - - Closing Balance 2,483, ,483, (c) Surplus in the statement of Profit & Loss Current y ear Surplus 20,473, ,994, Add: Previous y ear balance 68,005, ,862, Closing Balance 88,479, ,005, Total 94,711, ,237, Note : 4 Long Term Borrowings Sr. Particulars No As at 30th November, 2017 As at 31st March, Term Loan (a) Secured - From Bank 13,648, ,787, (b) Unsecured - From Financial Institutions 7,025, ,555, Loan & Advances - Unsecured - From Directors 2,357, , From Body Corporate 33,750, ,500, Total 56,781, ,700,

113 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Notes Forming Integral Part of the Balance Sheet as at 30th November, 2017 (Value in ) Note No.4.1: Details of Securities and Terms of Repayment I. Secured : Term loans from Banks Canara Bank Secured by first charge by way of hy pothecation of Trade receivables, Inventories, other current assets and Plant & Machinery of the company including land & Building. These loans are also personally guaranteed by Directors Namely Mr.Raminder Singh Nibber and Mr. Harpreet singh Nibber. Particulars The Term Loan of Rs lacs repay able in 60 monthly installments of Rs.1.60 lacs excluding interest 13.95% As at 30th November, 2017 As at 31st March, ,600, ,887, The Term Loan of Rs lacs repay able in 20 Quarterly Installments of Rs lac each excluding interest Vehicle Loan of Rs.6.30 lacs repay able in 60 Monthly Installments of Rs. 13,610/- each including interest Working Capital Term Loan of Rs lacs repay able in 72 Monthly Installments of Rs.3.06 lacs each excluding interest having 12 Working Capital Term Loan of Rs , , ,221, ,784, Vehicle Loan of Rs lacs repay able in 60 Monthly Installments of Rs.1,05,866/- each including interest 3,973, ,562, Total 17,938, ,472, Less: Amount shown in Current liabilities in Note No. 9 towards Current 6,673, ,599, Maturities of Loans and Interest due but not paid Amount shown as Loan 11,265, ,872, II Secured Loans from ohters Secured by first charge by way of hypothecation of vehicles purchased out these loan funds. Particulars As at 30th November, 2017 As at 31st March, 2017 ICICI Bank : Vehicle Loan of Rs lacs repay able in 60 Monthly 230, , Installments of Rs.11,500/- each including interest HDFC Bank : Vehicle Loan of Rs lacs repay able in 60 Monthly Installments of Rs.25,179/- each including interest 786, , SIDBI: 2,679, SIDBI: SIDBI: ,000, , Total 4,696, ,172, Less: Amount shown in Current liabilities in Note No.9 towards Current Maturities 2,313, , of Loans and Interest due but not paid Amount shown as Loan 2,383, ,854, GRAND TOTAL OF SECURED LOANS FROM 13,648, ,726,807.79

114 II Unsecured Loans from others Includes following loans Particulars NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Notes Forming Integral Part of the Balance Sheet as at 30th November, 2017 Hero Fincorp Ltd. : The Loan of Rs lacs repay able in 120 Monthly Installments of Rs.1,41,616/- each including interest Newgroth Credit Pvt. Ltd.. : The Loan of Rs As at (Value in ) As at 30th November, st March, ,724, ,208, Total Less: Amount shown in Current liabilities in Note No.9 towards Current Maturities of Loans and Interest due but not paid Amount shown as Loan GRAND TOTAL OF UNSECURED LOANS FROM OTHERS 7,724, ,208, , , ,025, ,555, ,025, ,555, III Loans from related parties These loans includes loans from directors, shareholders and Companies in which directors are interested. These loans are non interest bearing and repay able as and when company generates surplus cash but pay able after 1 y ear from balance sheet date. For more details refer Note No. 30. Loans from Directors Particulars As at 30th November, 2017 As at 31st March, 2017 Harpreet Singh Nibber 1,620, , Raminder Singh Nibber 737, , Amount shown as Loan 2,357, , Loans from Body Corporates Particulars As at 30th November, 2017 As at 31st March, 2017 Pritika Auto Industries Limited 33,750, ,500,000 Amount shown as Loan 33,750, ,500,000 Note : 5 Other Long Term Liabilities Sr. Particulars No 1 (a) Other Long Term Liabilities As at 30th November, 2017 As at 31st March, 2017 Total - - Note : 6 Deffered Tax Liabilities Sr. Particulars No As at 30th November, 2017 As at 31st March, Deferred tax liabilities (a) Fixed Assets 7,533, ,359, Deferred tax Asset (b) Others 0.00 (7,217.00) Total 114 7,533, ,366,545.13

115 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Notes Forming Integral Part of the Balance Sheet as at 30th November, 2017 (Value in ) Note : 7 Short Term Liabilities Sr. Particulars As at As at No 30th November, st March, 2017 (a) Loans repayable on Demand - Secured 1 From Bank- Cash credit 119,707, ,283, Total 119,707, ,283, : Terms & Conditions and Securities This loan is taken from Canara bank along with other loans mentioned in Note No.4.1(I). Securities offered is also same as mentioned in note No. 4.1.(I). This loan is repay able on BPLR % (presently 12.75%). Note : 8 Trades Payable Sr. Particulars No As at 30th November, 2017 As at 31st March, Trade Pay able Others 52,109, ,340, Total 52,109, ,340, Note : 9 Other Current Liabilities Sr. Particulars No As at 30th November, 2017 As at 31st March, Current Maturities of Long term Loans 9,685, ,570, Creditors for Capital Expenditure 17,095, ,224, Creditors for Expenses 62,934, ,943, Employee Related Benefits 4 Salaries and Wages pay able 1,537, ,240, Other Employ ee Related Pay ments - 654, Other Liabilities 6 Statutory Dues Pay able 23,276, ,975, Other Liabilities 5,814, ,030, Total 120,344, ,641, Note : 10 Short Term Provisions Sr. Particulars No As at 30th November, 2017 As at 31st March, (a) Provision for employee Benefits Earned Leave Pay able 628, , Group Gratuity Pay able 1,511, ,611, (b) Others Income tax Pay able 6,248, ,461, Total 8,388, ,709,

116 Note : 12 Non Current Investment Sr. Particulars NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Notes Forming Integral Part of the Balance Sheet as at 30th November, 201 No 1 TRADE INVESTMENTS As at 30th November, 2017 (Value in ) As at 31st March, 2017 (a) Investments in Equity Instruments (Unquoted) - - Total - - Note : 13 Other Non Current Assets Sr. No Particulars As at 30th November, 2017 As at 31st March, Other Non Current Assets - - Total - - Note : 14 Inventories Sr. Particulars No As at 30th November, 2017 As at 31st March, Raw Materials 44,708, ,112, Stores & Spares 3,846, ,858, Work in Progress 125,936, ,085, Total 174,491, ,056, Note : 15 Trade Recievables Sr. Particulars As at 30th November, 2017 As at 31st March, 2017 No 1 Outstanding for more than six months a) Secured, Considered Good : - - b) Unsecured, Considered Good : 4,793, ,482, Others a) Secured, Considered Good : 102,640, ,266, b) Unsecured, Considered Good : - - Total 107,434, ,748,

117 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Notes Forming Integral Part of the Balance Sheet as at 30th November, 201 (Value in ) Note : 16 Cash & Bank balance Sr. Particulars No As at 30th November, 2017 As at 31st March, Cash-in-Hand Cash Balance 201, , Sub Total (A) 201, , Bank Balance Balances With Banks 818, ,196, Fixed Deposits 9,367, ,953, Sub Total (B) 10,186, ,149, Total [ A + B ] 10,387, ,188, Note :17 Short Terms Loans and Advance Sr. No Particulars As at 30th November, 2017 As at 31st March, Advances to Suppliers 10,427, ,929, Advances to staff 66, , Advances to Others - 120, Security Deposits 3,798, ,805, Total 14,292, ,909, Note :18 Other Current Assets Sr. No Particulars As at 30th November, 2017 As at 31st March, Balance With Revenue Authorities 16,483, ,009, Prepaid Expenses 184, , Other Receivables 127, , Total 16,794, ,383,

118 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Note No-11 (In ) FIXED ASSETS S PARTICULARS GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK No. Rates Balance as on 1st April, 2017 Additions during the year Deductions Balance as on 30th Balance as on 1st April, November, Depriciation Adjustment Additions during the year Deductions Balance as on 30th November, 2017 Balance as on 30th November, 2017 Balance as on 31st March, Land ,318, ,318, ,318, ,318, Building ,790, ,790, ,502, , ,091, ,698, ,287, Plant & Machinery ,650, , ,870, ,973, ,427, ,057, , ,347, ,625, ,222, Patterns & Moulds ,175, , ,841, ,604, ,887, ,491, ,350, ,571, Tools & Equipments ,609, , ,206, ,941, , ,137, ,068, ,667, Furniture & Fixitures , , , , , , , , Office Equipment ,491, , ,519, ,200, , ,268, , , Computers , , , , , , , , Camera , , , , , , , Scooter , , , , , , , Vehicle-Cars ,472, ,472, ,997, , ,800, ,671, ,474, Tube well , , , , , , , Capital work in progress ,629, ,159, , ,713, ,713, ,629, Total 198,131, ,660, ,945, ,847, ,138, ,671, , ,672, ,174, ,992, Previous year 170,509, ,622, ,131, ,450, ,688, ,138, ,992,

119 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Notes Forming Part of the Profit & Loss Accounts as at 30th November, 2017 (Value in ) Note : 19 Revenue from Operations As at Sr. Particulars As at 30th November, No 31st March, Sale of Products ( Net of Sale Returns) 450,988, ,767,023 Less: Indirect taxes ( Excise duty, Service tax and VAT) 49,825,125 (92,486,589) Total 401,163, ,280,434 Note : 20 Other Income Sr. Particulars No As at 30th November, 2017 As at 31st March, Interest Income 421, , Total 421, ,843 Note : 21 Cost of Material Consumed Sr. Particulars No 1 Details of Materials Consumed As at 30th November, 2017 As at 31st March, 2017 Opening Stock- Raw Materials 52,112, ,636, Opening Stock- Store & Spares 3,858, ,931, Opening Stock- Scrap of Old Equipments & Tools ,970, ,567, Add:- Purchases of Raw Material 282,098, ,995, Others - includes Consumables and Stores & Spares - 10,308, ,098, ,304, Less: Closing Stock - Raw Materials 44,708, ,112, Less: Closing Stock - Stock & Spares 3,846, ,858, Total 289,514, ,901, Note : 22 Change in Inventories Sr. Particulars No As at 30th November, 2017 As at 31st March, Opening Stock in Progress 117,085, ,728, Finished Goods Closing Stock in Progress 125,936, ,085, Finished Goods Total (8,851,481.00) (21,357,166.00) 119

120 NIBBER CASTINGS PVT. LTD. CIN NO. U27107PB1996PTC VILL. SAIDOMAJARA, P.O. MUBARIKPUR, DISTT. SAS NAGAR, PUNJAB Notes Forming Part of the Profit & Loss Accounts as at 30th November, 2017 (Value in ) Note : 23 Employement Benefit Expenses Sr. Particulars No As at 30th November, 2017 As at 31st March, Salaries and Wages 10,420, ,449, Director Remuneration 4,400, ,600, Contribution to Provident and ESI Funds 1,206, ,427, Bonus and Incentives 1,979, ,332, Staff and Workmen Welfare 765, , Group Gratuity & Earned Leave - 1,762, Total 18,772, ,388, Note :24 Financial Cost Sr. Particulars No As at 30th November, 2017 As at 31st March, Interest Expenses 12,173, ,716, Other Borrowing Costs 4,413, ,570, Total 16,587, ,287, Note : 25 Other Expenses Sr. Particulars No As at 30th November, 2017 As at 31st March, 2017 (a) Manufacturing Expenses 1 Power & Fuel Expenses 23,630, ,962, Contractual Job Work Expenses 23,792, ,551, Repair & Maintenance Building 16, Machinery 972, ,123, Others 42, , Other Manufacturing Expenses 2,734, ,339, ,189, ,060, (b) Administrative & Selling Expenses 5 Payment to Auditors (Refer Note No 27) 50, , Rates & Taxes 72, , Insurance 426, , Legal & Profession Charges 358, , Loss on Sale/Disposal of Fixed Assets Communication Expenses 284, , Printing & Stationery 74, , Vehicle Running Expenses 422, , Travelling & Conveyance Expenses 281, , Freight Outward 290, , Other Expenses 698, , Total 54,149, ,545,

121 Particulars Note No As At 30th Nov, 2017 As At 31st March, 2017 II.Assets (1) Non-current assets (a) Fixed assets (i) Property, Plant & Equipment 1 58,167 66,526 (ii) Capital work-in-progress - - (iii) Investment Property - - (iv) Intangible Assets - - (v) Finacial Assets - - (b) Non-current Investments 2 28,07,41,791 28,07,41,791 (c) Deferred tax assets (net) - - (d) Long term loans and advances - - (e) Other non-current assets 3 62,25,000 80,25,000 (f) Others (to be specified) - - (2) Current assets (a) Inventories - - (b) Current investments - - (c) Trade receivables 4-23,52,000 (d) Cash and Cash equivalents 5 2,53,885 43,27,770 (e) Short-term loans and advances 6 11,37,87,590 8,35,85,917 (f) Other Current Assets 7 2,01,472 3,42,139 I. EQUITY AND LIABILITIES Pritika Auto Industries Ltd Formerly Known As Shivkrupa Machineries and Engineering Services Ltd BALANCE SHEET AS AT 30th Nov, 2017 Total 40,12,67,905 37,94,41,144 EQUITY (a) Equity Share Capital 8 13,54,20,000 13,54,20,000 (b) Other Equity 9 24,06,31,235 24,21,26,355 LIABILITIES (1) Non-Current Liabilities (a) Financial Liabilities (i) Borrowings 10 2,50,50,000 - (ii) Trade Payables - - (iii) Other Financial Liabilities - - (b) Provisions - - (c) Deferred tax liabilities (Net) 16,574 16,574 (c) Other Non Current liabilities - - (2) Current Liabilities (a) Financial Liabilities (i) Borrowings - - (ii) Trade Payables 11-10,85,776 (iii) Other Financial Liabilities - - (b) Other Current liabilities - - (c) Provisions 12 1,00,000 7,30,500 (d) Current Tax Liabilities (Net) 13 50,096 61,938 Total 40,12,67,905 37,94,41, (0.00) For Pritika Auto Industries Limited sd/- (Harpreet Singh Nibber) Managing Director Place: Mumbai DIN : Date:

122 Pritika Auto Industries Ltd Formerly Known As Shivkrupa Machineries and Engineering Services Ltd Statement Of Profit & Loss for the Year ended 30th Nov, 2017 Particulars Note No For the Year Ended 30th Nov, 2017 For the Year Ended 31st March, 2017 I. Revenue from Operations 14-27,00,000 II. Other Incomes 15 13,45,514 31,16,714 III. Total Revenue (I + II) 13,45,514 58,16,714 IV. Expenses: Cost Of Material Consumed - - Purchase of stock in trade - - Changes in inventories of finished goods, WIP and stock in trade' - - Employee Benefit Expenses 16 3,77,381 7,77,592 Finance Costs - Depreciation and Amortization Expense 8 8,359 16,718 Other Expenses 17 24,50,924 42,36,477 Total Expenses 28,36,664 50,30,787 V. Profit before Exceptional and Extraordinary (14,91,149) 7,85,927 Items and Tax (III - IV) VI. Exceptional Items - - VII. Profit before Extraordinary Items and Tax (V - VI) (14,91,149) 7,85,927 VIII. Extra Ordinary Items - - IX. Profit before Tax (VII - VIII) (14,91,149) 7,85,927 X. Tax Expense: (1) Current Tax - 6,11,000 (2) Deferred Tax - 34 XI. Profit/ (Loss) for the period from Continuing (14,91,149) 1,74,893 Operations (IX - X) XII. Profit/Loss from Discontinuing Operations - - XIII. Tax Expense of Discontinuing Operations - - XIV. Profit/ (Loss) from Discontinuing Operations - - (after Tax) (XII - XIII) XV. Profit/ (Loss) for the Period (XI + XIV) (14,91,149) 1,74,893 XVI. Earnings Per Equity Share (1) Basic (0.14) 0.02 (2) Diluted (0.14) 0.02 For Pritika Auto Industries Limited sd/- (Harpreet Singh Nibber) Managing Director Place: Mumbai DIN : Date:

123 Pritika Auto Industries Ltd Formerly Known As Shivkrupa Machineries and Engineering Services Ltd Annexures to the Balance Sheet Particulars As At 30th Nov, 2017 As At 31st March, 2017 NOTE # 2 Non-Current Investments Investments in Equity Instruments (At Cost) - - QUOTED : (A) Investemnt Other Than Subsidiary Company fully paid up 1,252 Eq. Share Panasonic Carbon India Co. Ltd ,899 Eq. Share Tirupati Fincorp Ltd ,500 Eq. Share Vakrangee Limited ,000 Eq. Share Energy Development Company Ltd ,000 Eq. Share Reliance Defence & Engineering Ltd Eq. Share Indo National Ltd - - UNQUOTED : (A) Investments in 100% subsidiary Company fully paid up 25,00,000 (-) Eq. Sh. Of Rs. 10/- Each Nibber Casting Pvt Ltd 8,68,75,001 8,68,75,001 1,20,26,475 (-) Eq. Sh. Of Rs. 10/- Each Pritika Autocast Ltd 19,38,66,790 19,38,66,790 28,07,41,791 28,07,41,791 Agreegate amount of Quoted Investment - - Agreegate amount of Un-Quoted Investment 28,07,41,791 28,07,41,791 Agreegate Market value of Quoted Investment - - NOTE # 3 Other Non- Current Assets - Capital Advances 62,00,000 80,00,000 Advances other than Capital advances Security Deposit 25,000 25,000 62,25,000 80,25,000 NOTE # 4 Trade Receivables - Outstanding for a period exceeding six months - 23,52,000 - Others - - Less: Allowance for Bad & Doubtful Debts ,52,000 NOTE # 5 Cash and Cash Equivalents Balance with Banks 2,21,529 39,27,985 Cash on Hand 32,356 3,99,786 2,53,885 43,27,

124 NOTE # 6 Short-Term Loans and Advances Loans to 100% Subsidairies Nibber Casting Pvt Ltd 2,77,21,634 1,25,21,576 Pritika Autocast Ltd 4,85,77,671 3,75,77,671 Other Loans & Advances 3,74,88,285 3,34,86,670 11,37,87,590 8,35,85,917 Unsecured, Considered Good 11,37,87,590 8,35,85,917 NOTE # 7 Other Current Assets (Residual Head) Others (specify nature) - Balance With Broker 1,000 1,660 MAT Credit with Income Tax 24,128 24,128 Advances other than Capital advances - Security Deposit 50,000 50,000 - Advance to director 5,000 - Balance With Revenue Authority 1,21,344 2,66,351 2,01,472 3,42,139 NOTE # 8 Equity Share Capital Authorised Capital 1,50,00,000 (70,00,000 ) Equity Shares of Rs 10/- each 15,00,00,000 15,00,00,000 Issued,Subcribed and Paid up: ( ) Equity Shares of Rs10/- each Fully Paid up Total (Includes 75,06,465 Equity Shares issued for consideration other than Cash pursuant to preferential allotment made on ) 15,00,00,000 13,54,20,000 15,00,00,000 13,54,20,000 Total (i)reconciliation of number of share outstanding at beginning and at the end of the reporting period: Number Of Shares at the beginning of the year Add: Issue of Shares by way of Preferential Allotment Number Of Shares at the end of the year (ii) Terms/ right attached to Equity Shares 13,54,20,000 1,35,42,000-1,35,42,000 13,54,20,000 46,92,500 88,49,500 1,35,42,000 The Company has Only one Class of equity shares having par value of Rs.10 per Shares. Each holder of Equity Shares is Entitled to one vote per share. In the event of liquidation of the company, the holders of equity share will be entitled to receive remaning assets of the Company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders. (III) Detail of shares held by the holding company, the ultimate holding company, their subsidiaries and associates : NIL NIL 124

125 (IV)Details of Share held by each shareholder holding more than 5% shares : Name of the Shareholder As at 30th November, 2017 As at 31st March, 2017 No of Shares % No of Shares % PRITIKA INDUSTRIES LTD HARPREET SINGH NIBBER RAMINDER SINGH NIBBER HIMATBHAI BABUBHAI SORATHIA MUKESHKUMAR BHAYABHAI PATEL ,78, ,78, NOTE # 9 Other Equity (a) Capital Reserve - - As per last Balance Sheet - - Addition during the year (b) Securities Premium As per last Balance Sheet 24,24,76,300 - Addition during the year - 24,24,76,300 24,24,76,300 24,24,76,300 (c) Retained Earnings As per last Balance Sheet (3,49,945) (5,33,807) Excess provision for tax (3,971) 8,969 Addition during the year (14,91,149) 1,74,893 (18,45,065) (3,49,945) 24,06,31,235 24,21,26,355 NOTE # 10 Borrowings Secured Loans - - Unsecured Loans 2,50,50,000 10,85,776 2,50,50,000 10,85,776 NOTE # 11 Trade Payables Acceptances - - other than Acceptances - 10,85,776-10,85,776 NOTE # 12 Provisions Provision for Employee Benefits : Salary Payable 40,000 60,000 Others Provision for Income Tax (Net Of TDS) - 6,11,000 Other Provision 60,000 59,500 Ashwin Thumar & Co Tax Payable - - 1,00,000 7,30,500 NOTE # 13 CURRENT TAX LIABILITIES Other Payables Statutory Dues 50,096 61,938 50,096 61,

126 Pritika Auto Industries Ltd Formerly Known As Shivkrupa Machineries and Engineering Services Ltd NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2017 Note - 1 Property, Plant & Equipment Tangible Assets as on 31st March,2017 as per companies Act 2013 GROSS BLOCK DEPRECIATION BLOCK NET BLOCK S.NO. PARTICULARS COST AS ON ADDITIONS DURING THE YEAR upto SALE / DISPOSAL DURING THE YEAR upto TOTAL AS ON UPTO FOR THE YEAR upto ADJUSTMENT UPTO NET CARRYING AMOUNT AS ON NET CARRYING AMOUNT AS ON Computer Equipments 1,00,310-1,00,310 33,784 8,359-42,143 58,167 66, TOTAL 1,00, ,00,310 33,784 8,359-42,143 58,167 66,526 Previous year 1,00,310-1,00,310 17,066 16,718-33,784 83,244 66,

127 Particulars Pritika Auto Industries Ltd Formerly Known As Shivkrupa Machineries and Engineering Services Ltd Annexures to the Profit & Loss Statement For the Year Ended 30th Nov,2017 For the Year Ended 31st March,2017 NOTE # 14 Revenue From Operations Sale of Services A M C Charges Received - 27,00,000 Other Operating Revenues ,00,000 NOTE # 15 Other Incomes Interest Income 13,45,514 28,97,916 Dividend Income - 2,350 Net Gain/ (Loss) on sale of Investments - (12,352) Other Non-Operating Income - 2,28,800 13,45,514 31,16,714 NOTE # 16 Employee Benefit Expenses Salaries and Wages 3,60,000 7,42,000 Contribution to PF and Other Funds - - Expense on Employee Stock Option Scheme/ Employee Stock Purchase Plan - - Staff Welfare Expenses 17,381 35,592 3,77,381 7,77,592 NOTE # 17 Other Expenses AMC Maintenance Paid - 20,08,700 Payment to Auditors 15,000 30,000 Contractor Payment - - Website Domain Booing - - Advertisement Exp 9,61,357 71,620 AGM Expenses 15,454 - Demat Charges 2,954 12,057 Bank Charges Books & Periodicals 3,350 - Commission Paid 12,100 - Conveyance Expense 3,890 - Professional Fees 2,68,889 1,36,900 GST 62,931 - Duties & Taxes 81,180 - Electricity Expenses 8,620 - Interest on TDS 4,072 - Investor Meeting Expenses 81,310 - Professional Tax 2,500 - Printing & Stationery Charges 42,556 42,665 Office Rent 60,500 1,31,000 RTA Fees 1,07,519 49,000 Office Expenses 19,904 32,240 Director Sitting Fees 1,20,000 80,000 Bse Lisiting Fees 4,59,500 3,25,000 Courier Exp 12,108 46,006 Telephone Expenses 2,797 - Travelling Exp 36,625 35,676 India Infoline Charges - 70,639 Round off (0.42) - Misc. Exp - 70,775 ROC Exp 65,200 10,94,200 24,50,924 42,36,

128 RASIM BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, AT CHANDIGARH CA (CAA) NO. 21 CHD /PB / 2017 In the matter of the Companies Act, 2013 AND IN THE MATTER OF APPLICATION UNDER SECTIONS 230 TO 232 READ WITH SECTION 52, 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATION) RULES, 2016 AND In the matter of Pritika Autocast Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Nibber Castings Private Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Pritika Auto Industries Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Pritika Autocast Limited ( the First Transferor Company ) and Nibber Castings Private Limited ( the Second Transferor Company) WITH Pritika Auto Industries Limited ( the Transferee Company ) Pritika Autocast Limited, a company incorporated under the Companies Act, 1956, having its registered office at Vil Batheri, Teh. Haroli, Tahliwala-Garhshankar Road, Dist. Una, Himachal Pradesh the First Transferor / Applicant Company 128

129 Registered Office PRITIKA AUTOCAST LIMITED : Vil. Batheri, Teh. Haroli, Tahliwala Garhshankar Road, Dist. UNA, Himachal Pradesh Tel. No. : CIN : U34300HP2005PLC info@pritikagroup.com Website : UNSECURED CREDITORS (HAVING VALUE OF RUPEES ONE LAKH AND ABOVE) FORM OF PROXY (As per Form MGT -11 and Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014) Name of the Unsecured Creditors Registered Address ID Amount Outstanding ( Rs) I/We, being the Unsecured Creditors having an outstanding of Rs. of Pritika Autocast Limited, hereby appoint 1) Name. Address.. ID.Signature or failing him 2) Name. Address.. ID.Signature or failing him 3) Name. Address.. ID.Signature as my/our proxy to act for me/us at the meeting of the Unsecured Creditors (having value of Rupees one Lakh and above) of the applicant company to be held at Plot No. C-94, Phase-VII, Industrial Area Focal Point, S.A.S. Nagar, Mohali Punjab on Saturday, the 21 st day of April, 2018 at a.m. for the purpose of considering and, if though fit, approving with or without modification(s), the arrangement embodied in the Scheme of amalgamation between Pritika Autocast Limited and Nibber Castings private Limited with Pritika Auto Industries Limited and their respective shareholders ( the Scheme ) and at such meeting and at any adjournment or 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 later case, strike out the words below after the Scheme )the said arrangement embodied in the Scheme, either with or without modification (s)*as my / our proxy may approve.(*strike out whatever is not applicable) Signed this day of 2018 Signature of Unsecured Creditor (s) Signature of Proxy Holder (s) Affix Revenue stamp of Re.1/- (signature across the stamp) Notes (1) This form of proxy must be deposited at the registered office of Pritika Autocast Limited at Vil Batheri, Teh. Haroli, Tahliwala-Garhshankar Road, Dist. Una, Himachal Pradesh at least 48 hours before the commencement of this said Meeting. (2) All alterations made in the form of proxy should be initialed. (3) Please affix appropriate revenue stamp before putting signature. (4) In case of multiple proxies, the proxy later in time shall be accepted. (5) A proxy need not be an Unsecured Creditors of Pritika Autocast Limited. (6) Appointing a proxy does not prevent a Unsecured Creditors form attending the meeting in person if he so wishes. 129

130 PRITIKA AUTOCAST LIMITED Registered Office : Vil. Batheri, Teh. Haroli, Tahliwala Garhshankar Road, Dist. UNA, Himachal Pradesh Tel. No. : CIN : U34300HP2005PLC info@pritikagroup.com Website : UNSECURED CREDITORS (HAVING VALUE MORE THAN RUPEES ONE LAKH) ATTENDANCE SLIP PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING HALL MEETING OF THE UNSECURED CREDITORS (HAVING VALUE MORE THAN RUPEES ONE LAKH) ON SATURDAY THE 21 ST DAY OF APRIL 2018 AT A.M. I /We hereby record my/ our presence at the Meeting of the Unsecured Creditors (having value of Rupees one Lakh and above) of Pritika Autocast Limited, the Applicant Company, convened pursuant to the Order dated 5 th day of March, 2018 as rectified vide order dated 9 th day of March, 2018 of the NCLT at Plot No. C-94, Phase-VII, Industrial Area Focal Point, S.A.S. Nagar, Mohali Punjab on Saturday, the 21 st day of April, 2018 at a.m. Name and address of Unsecured Creditors ( IN BLOCK LETTER) Signature : Amount Outstanding ( Rs) : Name of the Proxy * : (IN BLOCK LETTERS) : Signature : *(To be filled in by the proxy in case he /she attends instead of the Unsecured Creditors ) Notes: 1. Unsecured Creditors attending the meeting in person or by proxy or through authorized representatives are requested to complete and bring the Attendance slip with them and hand it over at the entrance of the meeting hall. 2. Unsecured Creditors who come to attend the meeting are requested to bring their copy of the Scheme with them 3. Unsecured Creditors are requested to bring their ID for easy identification of attendance at the meeting 130

131 ROUTE MAP TOWARDS THE VENUE 131

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