NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF CMA CGM AGENCIES (INDIA) PRIVATE LIMITED CONVENED AS PER THE DIRECTIONS OF NATIONAL COMPANY LAW TRIBUNAL Meeting of Equity shareholders of CMA CGM Agencies (India) Private Limited Day : Thursday Date : June 8, 2017 Time : 11:00 A.M. Venue : Tower 3, 8th Floor, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone Road (West), Mumbai, Maharashtra 400013 Postal Ballot Start Date : Sunday, May 07, 2017 at 9:00 A.M. Last Date : Monday, June 05, 2017 at 5:00 P.M. INDEX S.No. Contents Page No. 1. Notice convening the meeting of Equity Shareholders of CMA CGM Agencies (India) Private Limited as per the directions of the Mumbai Bench of the Hon ble National Company Law Tribunal 1-3 2. Notice of Postal Ballot 4-6 3. 4. 5. 6. Explanatory Statement under Sections 230(3) read with Section 102 and other applicable provisions of the Companies Act, 2013 Scheme of Arrangement amongst APL (India) Private Limited and APL Agencies India Private Limited and CMA CGM East & South India Private Limited and CMA CGM Global (India) Private Limited and NOL Properties (India) Private Limited and CMA CGM Agencies (India) Private Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 Report adopted by the Board of Directors of APL (India) Private Limited, APL Agencies (India) Private Limited, CMA CGM East & South India Private Limited, CMA CGM Global (India) Private Limited, NOL Properties (India) Private Limited and CMA CGM Agencies (India) Private Limited explaining the effect of the Scheme of Arrangement on the shareholders (promoters and non-promoters) and key managerial personnel of the respective companies Copy of the un-audited provisional financial statements of APL (India) Private Limited, APL Agencies India Private Limited, CMA CGM East & South India Private Limited, CMA CGM Global (India) Private Limited, NOL Properties (India) Private Limited and CMA CGM Agencies (India) Private Limited as on January 31, 2017 7-18 19-58 59-64 65-128 7. Proxy Form 8. Attendance Slip 9. Postal Ballot Form 129-130 131 132-133
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COMPANY SCHEME APPLICATION NO 350 (MAH) OF 2017 In the matter of the Companies Act, 2013; AND In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013; AND In the matter of Scheme of Arrangement amongst APL (India) Private Limited and APL Agencies India Private Limited and CMA CGM East & South India Private Limited and CMA CGM Global (India) Private Limited and NOL Properties (India) Private Limited and CMA CGM Agencies (India) Private Limited and their respective shareholders CMA CGM Agencies (India) Private Limited, a company } incorporated under the provisions of Companies Act, 1956 } having its registered office at 219, 2nd Floor, Metro House, } Mangaldas Road, Pune, Maharashtra- 411001. }..Applicant No.2 (Transferee Company) NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF CMA CGM AGENCIES (INDIA) PRIVATE LIMITED CONVENED BY THE HON BLE NATIONAL COMPANY LAW TRIBUNAL Notice is hereby given that by an order dated the 19 th day of April, 2017, the Mumbai Bench of the National Company Law Tribunal has directed a meeting to be held of the Equity Shareholders of CMA CGM Agencies (India) Private Limited ( CCAI or the Company ), for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement proposed and embodied in the Scheme of Arrangement amongst APL (India) Private Limited and APL Agencies India Private Limited and CMA CGM East & South India Private Limited and CMA CGM Global (India) Private Limited and NOL Properties (India) Private Limited and the Company 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 Equity Shareholders of the Company will be held at Tower 3, 8th Floor, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone Road (West), Mumbai, Maharashtra 400013, on the 8 th day of June 2017 at 11 A.M. at which time and place the Equity Shareholders are requested to attend the meeting in order to consider and, if thought fit, approve with or without modification(s), the following resolution: RESOLVED THAT pursuant to provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the provisions of the Memorandum of Association and the Articles of Association of the Company and further subject to approval of the Mumbai Bench of the Hon ble National Company Law Tribunal and approval of any other regulatory/ statutory authority(ies) as may be required, and subject to such other conditions and modifications as may be prescribed or imposed by the National Company Law Tribunal or by any regulator or other statutory authorities while granting such consents and approvals 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 include any committee of the Board or any other person authorized by it to exercise its powers including those conferred by this resolution), approval of the Equity Shareholders be and is hereby accorded to the Scheme of Arrangement amongst APL (India) Private Limited and APL Agencies India Private Limited Page 1 of 133
and CMA CGM East & South India Private Limited and CMA CGM Global (India) Private Limited and NOL Properties (India) Private Limited and CMA CGM Agencies (India) Private Limited and their respective shareholders ( Scheme ) as attached to this Notice of the Meeting. RESOLVED FURTHER THAT any of the Directors of the Company and Mr. Rajiv Jethi and Mr. Atit Abhay Mahajan, be and are hereby individually and severally authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and to 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 National Company Law Tribunal and/ or any other regulatory or statutory authority(ies) while sanctioning the Scheme, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme. Explanatory Statement under Section 230 read with Section 102 of the Companies Act, 2013 along with copy of the Scheme and other annexures including Proxy Form, Attendance Slip and Postal Ballot Form are enclosed herewith. Copies of the Scheme and statement under Section 230 of the Companies Act, 2013 can be obtained free of charge at the registered office of the Company or at the office of its advocates, M/s Hemant Sethi & Co., at 1602, Nav Parmanu, Behind Amar Cinema, Chembur, Mumbai - 400071. Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the Company at 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra- 411001, not later than 48 hours before the commencement of the meeting. Forms of proxy can be had at the registered office of the Company. The Tribunal has appointed Ms. Audrey Dolhen, Director of the Company, and failing her, Mr. Rajiv Jethi as chairperson of the said meeting. The above mentioned Scheme, if approved by the Equity Shareholders at the meeting, will be subject to the subsequent approval of the Tribunal. In accordance with the applicable regulatory provisions, as an alternative to casting of votes on Poll at the meeting, the Company has provided the Equity Shareholders with the facility of casting their votes by way of Postal Ballot. Shareholders desirous of voting through Postal Ballot are additionally requested to refer to the Notice of Postal Ballot and the Postal Ballot Form as attached to this Noticefor further details and instructions in relation to the same. It is further clarified that Proxies can only vote on Poll at the meeting and not through Postal Ballot. Shareholders may refer to the notes to this Notice for further details on voting through Proxies and Postal Ballot. Pune, Dated this 2 nd day of May 2017 Registered Office: 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra- 411001 Mr. Rajiv Jethi Chairperson appointed for the meeting Notes: 1. This Notice is being sent to the Equity Shareholders whose name appear in the Register of Members as on 30 th day of April 2017 ( Cut-off date ), by email to those shareholders whose email address is registered with the Company for communication and in physical mode to other shareholders at their registered address. The notice is also being published on the Company s website www.cma-cgm.com. 2. An Equity Shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member Page 2 of 133
of the Company. The Proxy Form duly completed should, however, be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. A minor can t be appointed as a proxy. 3. All alterations made in the Proxy Form should be initialled. 4. Corporate members are requested to send to the Registered Office of the Company, a certified true copy of the Power of Attorney or Resolution passed by the Board of Directors or other governing body of such body corporate authorizing their representative to attend and vote at the meeting. 5. Shareholders are requested to hand over the enclosed Attendance Slip, duly filled and signed in accordance with their specimen signature(s) registered with the Company for admission to the meeting hall. 6. It is clarified that casting of vote by Postal Ballot does not disentitle a member from attending the meeting. However, shareholder after exercising his right to vote through Postal Ballot shall not be allowed to vote on Poll again at the meeting. 7. As directed by the Mumbai Bench of the National Company Law Tribunal, Mr. Nilesh Shah, Partner, M/s Nilesh Shah & Associates, and failing him Mr. Mahesh Darji and failing him Ms. Hetal Shah, Practicing Company Secretary, shall act as Scrutinizer of the meeting of the Equity Shareholders. 8. All the relevant documents referred to in the Explanatory Statement will be open for inspection at the Registered Office of the Company between 11 A.M. and 4 P.M. on all days (except Saturdays, Sundays and Public Holidays), till one day prior to the date of the meeting. Page 3 of 133
CMA CGM AGENCIES (INDIA) PRIVATE LIMITED CIN: U63012PN2008PTC133890 Registered office: 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra Tel. No.: +91 20 3045 8390 95 NOTICE OF POSTAL BALLOT [NOTICE PURSUANT TO SECTION 110 AND 230 READ WITH 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016] To, The Equity Shareholders of CMA CGM Agencies (India) Private Limited ( Transferee Company or CCAI or the Company ) NOTICE is hereby given to the Equity Shareholders of CMA CGM Agencies (India) Private Limited pursuant to Section 110, 230 read with 232, and other applicable provisions, if any, of the Companies Act, 2013 ( Act ) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable rules framed under the Act ( Rules ) to consider, and if thought fit, approve the arrangement proposed and embodied in the Scheme of Arrangement amongst APL (India) Private Limited and APL Agencies India Private Limited and CMA CGM East & South India Private Limited and CMA CGM Global (India) Private Limited and NOL Properties (India) Private Limited (collectively referred to as Transferor Companies ) and the Transferee Company and their respective shareholders ( Scheme ) and to pass the Resolution set out below in this Notice through Postal Ballot. The Board of Directors of the Transferor Companies and the Transferee Company, at their respective meetings held on March 03, 2017, approved the Scheme under Sections 230 to 232 read with other applicable provisions, if any, of the Act and the rules and regulations made thereunder, subject to approval by the requisite majority of the Equity Shareholders of the Company and subject to the sanction of the National Company Law Tribunal and of such other regulator or statutory authority(ies) as may be necessary. The Mumbai Bench of the National Company Law Tribunal has vide its Order dated 19 th April, 2017, directed the Company to convene and conduct a meeting of the Equity Shareholders of the Company on Thursday, June 08, 2017 at 11 A.M. at Tower 3, 8th Floor, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone Road (West), Mumbai, Maharashtra 400013, India. The notice convening the Meeting with the documents accompanying the same, being a copy of the Scheme, Explanatory Statement under Section 230 read with Section 102 of the Act and the rules framed thereunder, Report adopted by the respective Board of Directors of the Transferor Companies and the Transferee Company explaining effect of the Scheme on each class of shareholders (including promoter and nonpromoter shareholders) and key managerial personnel, unaudited provisional financial statements of the Transferor Companies and the Transferee Company as on January 31, 2017, Attendance Slip, Form of Proxy and Postal Ballot Form, are being sent to the members of the Company. The Mumbai Bench of the National Company Law Tribunal has vide its order dated 19 th April 2017 appointed Mr. Nilesh Shah, Partner, M/s Nilesh Shah & Associates, and failing him Mr. Mahesh Darji and failing him Ms. Hetal Shah, Practicing Company Secretary, to act as Scrutinizer of the meeting of the Equity Shareholders of the Company. You are requested to carefully read the instructions printed on the Postal Ballot Form, record your assent (for) or dissent (against) therein and return the same, duly completed, in original so as to reach the Scrutinizer not later than 5.00 p.m. on June 06, 2017. To consider and if thought fit, approve with or without modification the following Resolution under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. RESOLVED THAT pursuant to provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the provisions of the Memorandum of Association and the Articles of Association of Page 4 of 133
the Company and further subject to approval of the Mumbai Bench of the Hon ble National Company Law Tribunal and approval of any other regulatory/ statutory authority(ies) as may be required, and subject to such other conditions and modifications as may be prescribed or imposed by the National Company Law Tribunal or by any regulator or other statutory authorities while granting such consents and approvals 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 include any committee of the Board or any other person authorized by it to exercise its powers including those conferred by this resolution), approval of the Equity Shareholders be and is hereby accorded to the Scheme of Arrangement amongst APL (India) Private Limited and APL Agencies India Private Limited and CMA CGM East & South India Private Limited and CMA CGM Global (India) Private Limited and NOL Properties (India) Private Limited and CMA CGM Agencies (India) Private Limited and their respective shareholders ( Scheme ) as attached to this Notice of the Meeting. RESOLVED FURTHER THAT any of the Directors of the Company and Mr. Rajiv Jethi and Mr. Atit Abhay Mahajan, be and are hereby individually and severally authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and to 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 National Company Law Tribunal and/ or any other regulatory or statutory authority(ies) while sanctioning the Scheme, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme. Sd/- Mr. Rajiv Jethi Chairman appointed for the Meeting Pune, Dated this 2 nd day of May 2017 Registered Office: 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra- 411001 NOTES FOR POSTAL BALLOT: 1. A copy of the said Scheme of Arrangement and Explanatory Statement under Sections 230 read with Section 102 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable rules framed under the Act, is being sent to you for your consideration. 2. The accompanying Postal Ballot Notice is being sent to all the members whose name appear in the Register of Members as on 30 th day of April, 2017. Accordingly, the members whose names appear in the Register of Members as on 30 th April 2017 ( Cut-off date ) will be reckoned for the purpose of voting. 3. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of members as on 30 th April 2017, i.e. the Cut-off date for the dispatch of Notice of Postal Ballot. 4. A member can opt for only one mode of voting i.e. either through Postal Ballot or Polling paper at the meeting. Further, it is clarified that casting of vote by Postal Ballot does not disentitle a member from attending the meeting. However, shareholder after exercising his right to vote through Postal Ballot shall not be allowed to vote on Poll again at the meeting. 5. In case of shares held by corporate members, duly completed Postal Ballot Form should also be accompanied by a certified true copy of the Resolution passed by the Board of Directors or any other governing body of such body corporate/ Power of Attorney/ other Authority Letter together with the attested specimen signatures of the duly authorized person exercising the voting by Postal Ballot. 6. As per the directions of the Mumbai Bench of the National Company Law Tribunal, Notice of Postal Ballot may be served on the members through electronic transmission. Members who have registered their E-mail IDs with Company for this purpose are being served with Postal Ballot Notice documents by e- mail and members who have not registered their E-mail IDs will receive Postal Ballot Notice along with Page 5 of 133
Postal Ballot Form in physical form through Registered/ Speed Post/ Courier/ any other means. Members who have received Postal Ballot Notice by e-mail and who wish to vote through physical Postal Ballot Form may request the Company for a physical copy of Postal Ballot Form. 7. A Member cannot exercise his/ her vote through Proxy on Postal Ballot. To clarify, a Proxy can only vote through polling paper at the Meeting and not through Postal Ballot. 8. The duly completed Postal Ballot Form(s) should reach the Scrutinizer not later than 5 p.m. on June 6, 2017, to be eligible for being considered; failing which, it will be strictly considered that no reply has been received from the member. 9. Resolution passed by the members through Postal Ballot shall be deemed to have been passed as if they have been passed at the Meeting of the members. 10. All the relevant documents referred to in the Explanatory Statement will be open for inspection at the Registered Office between 11 A.M. and 4 P.M. on all days (except Saturdays, Sundays and Public Holidays), till one day prior to the date of meeting. INSTRUCTIONS FOR POSTAL BALLOT 11. Postal Ballot Form should be completed and signed by the shareholder (as per the specimen signature registered with the Company). In case of joint holding, this Form should be completed and signed by the first named shareholder and in his/ her absence by the next named shareholder. 12. Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed on the Postal Ballot Form. Duly completed Postal Ballot Form should reach the Scrutinizer on or before 5:00 P.M. of June 6, 2017. All Postal Ballot Forms received after this date will be strictly treated as if reply from such shareholder has not been received. 13. There will be only one Postal Ballot Form for every Folio/ Client ID irrespective of the number of joint holder(s). 14. A shareholder may request for a duplicate Postal Ballot Form, if so required, by sending an e-mail to mby.compliance@cma-cgm.com. However, the duly completed duplicate Postal Ballot Form should reach the Scrutinizer not later than the last date of receipt of Postal Ballot Form, i.e. on or before 5:00 P.M. on June 6, 2017. 15. Members may contact Mr. Sanjay Dhulap at +91 22 3345 1781 or for any queries/ grievances in connection with the voting. 16. The Scrutinizer s decision on the validity of a Postal Ballot Form will be final and binding 17. Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected. Page 6 of 133
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH COMPANY SCHEME APPLICATION NO 350 (MAH) OF 2017 In the matter of the Companies Act, 2013; AND In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013; AND In the matter of Scheme of Arrangement amongst APL (India) Private Limited and APL Agencies India Private Limited and CMA CGM East & South India Private Limited and CMA CGM Global (India) Private Limited and NOL Properties (India) Private Limited and CMA CGM Agencies (India) Private Limited and their respective shareholders CMA CGM Agencies (India) Private Limited, a company } incorporated under the provisions of Companies Act, 1956 } having its registered office at 219, 2nd Floor, Metro House, } Mangaldas Road, Pune, Maharashtra- 411001. }..Applicant No.2 (Transferee Company) EXPLANATORY STATEMENT UNDER SECTION 230 READ WITH SECTION 102 OF THE COMPANIES ACT, 2013 FOR THE MEETING OF EQUITY SHAREHOLDERS OF CMA CGM AGENCIES (INDIA) PRIVATE LIMITED DIRECTED TO BE CONVENED BY MUMBAI BENCH OF THE HON BLE NATIONAL COMPANY LAW TRIBUNAL 1. Pursuant to order of the Mumbai Bench of the Hon ble National Company Law Tribunal ( NCLT or the Tribunal ) dated April 19, 2017 in Company Application No. 350 of 2017 referred to hereinabove, a meeting of the Equity Shareholders of CMA CGM Agencies (India) Private Limited ( CCAI ), is convened and will be held at Tower 3, 8th Floor, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone Road (West), Mumbai, Maharashtra 400013, on Thursday, the 8 th day of June, 2017 at 11:00 A.M., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement proposed and embodied in the Scheme of Arrangement amongst APL (India) Private Limited ( APL India ) and APL Agencies India Private Limited ( APL Agencies ) and CMA CGM East & South India Private Limited ( CCES ) and CMA CGM Global (India) Private Limited ( CCGI ) and NOL Properties (India) Private Limited ( NOL Properties ) and CMA CGM Agencies (India) Private Limited ( CCAI ) and their respective shareholders (hereinafter referred to as the Scheme ). 2. The definitions contained in the Scheme will apply to this Explanatory Statement also. 3. A copy of the Scheme setting out in detail the terms of the proposed arrangement, as approved by Board of Directors of APL India, APL Agencies, CCES, CCGI, NOL Properties and CCAI at their respective meetings held on March 3, 2017 is attached to this Explanatory Statement and forms part of this Notice. 4. Details of the companies which are party to the Scheme: a. Details of CIN, PAN, date of incorporation and type of company are as under: Company CIN PAN Date of incorporation Type of Company (Public/ Private/ One-person) APL India U35110TN1992PTC112065 AABCA2731N 13-Nov-1992 Private APL Agencies U63090TN1990PTC026589 AAACA4505D 02-May-1990 Private CCES U63032TN2004PTC052994 AACCC3560E 19-Apr-2004 Private Page 7 of 133
Company CIN PAN Date of incorporation Type of Company (Public/ Private/ One-person) CCGI U63090MH2003PTC142039 AACCC2219E 04-Sep-2003 Private NOL Properties U70100TN1995PTC111461 AABCN6202H 08-Dec-1995 Private CCAI U63012PN2008PTC133890 AADCC3951G 04-Jun-2008 Private b. The registered office address and e-mail address of each of the Companies is as under: Company Registered office address E- mail address APL India New No 8 (Old No 15), 2nd Floor, Whannels Road, Egmore, mby.compliance@cma-cgm.com Chennai, Tamil Nadu - 600008 APL Agencies New No 8 (Old No 15),Whannels Road, Egmore, Chennai, mby.compliance@cma-cgm.com Tamil Nadu - 600008 CCES 2, 9 th Lane, Dr. Radhakrishnansalai, Mylapore, Chennai, mby.compliance@cma-cgm.com Tamil Nadu - 600004 CCGI Tower 3, 8th Floor, India Bulls Finance Centre, Senapati mby.compliance@cma-cgm.com Bapat Marg, Elphinestone Road (West), Mumbai - 400013 NOL Properties New No 8 (Old No 15),Whannels Road, Egmore, Chennai, mby.compliance@cma-cgm.com Tamil Nadu - 600008 CCAI 219, 2nd Floor, Metro House, Mangaldas Road, Pune Maharashtra - 411001 mby.aprakash@cma-cgm.com c. The list of Directors of the respective Companies as on April 30, 2017 along with their addresses is as under: Company Name of the Director Address 1. Ms. Audrey Dolhen 10 th Floor, Imperial Heights, 21 st Road, Bandra (West), Mumbai - 400050 2. Mr. Soh Kam Giap 50 Medway Drive Singapore 556550 204 205 Ballad Kesar Harmony Sector No, Nr Utsav Chowk APL India 3. Mr. Ajaykumar Janardhanan Navi Mumbai Kharghar, Panvel Raigarh Navi Mumbai - Kaiyalakkakathu 410210, Maharashtra, India 4. Mr. Michel Bernard Azrak Flat No 2 (11S and 12S), Jivesh Terrace, 11th And 12th Floor, B.J.Road, Bandra We St, Mumbai - 400050, India 1. Ms. Audrey Dolhen 10 th Floor, Imperial Heights, 21 st Road, Bandra (West), Mumbai - 400050 APL Agencies CCES CCGI 2. Mr. Ajaykumar Janardhanan Kaiyalakkakathu 3. Mr. Michel Bernard Azrak 1. Ms. Audrey Dolhen 2. Mr. Atit Abhay Mahajan 3. Mr. Farid Toufic Salem 4. Mr. Christophe Henri Jacques Artaud De La Ferriere 1. Ms. Audrey Dolhen 2. Mr. Atit Abhay Mahajan 3. Mr. Farid Toufic Salem 4. Mr. Christophe Henri Jacques Artaud De La Ferriere 204 205 Ballad Kesar Harmony Sector No, Nr Utsav Chowk Navi Mumbai Kharghar, Panvel Raigarh Navi Mumbai - 410210, Maharashtra, India Flat No 2 (11S and 12S), Jivesh Terrace, 11th And 12th Floor, B.J.Road, Bandra We St, Mumbai - 400050, India 10 th Floor, Imperial Heights, 21 st Road, Bandra (West), Mumbai 400050 103, Acme Amay, G Wing Cts 175, Vishweshwar Nagar Road, Goregaon (East), Mumbai- 400063 Maharashtra, India 120, Rue du Commandant Rolland Les jardins de Thalassa, Marseilles 13008, France 1 Ch Batterie Du Roucas Blanc, Marseille 13007, France 10 th Floor, Imperial Heights, 21 st Road, Bandra (West), Mumbai 400050 103, Acme Amay, G Wing Cts 175, Vishweshwar Nagar Road, Goregaon (East), Mumbai- 400063 Maharashtra, India 120, Rue du Commandant Rolland Les jardins de Thalassa, Marseilles 13008, France 1 Ch Batterie Du Roucas Blanc, Marseille 13007, France Page 8 of 133
Company Name of the Director Address 1. Ms. Audrey Dolhen 10 th Floor, Imperial Heights, 21 st Road, Bandra (West), Mumbai 400050 NOL Properties 204 205 Ballad Kesar Harmony Sector No, Nr Utsav Chowk 2. Mr. Ajaykumar Janardhanan Navi Mumbai Kharghar, Panvel Raigarh Navi Mumbai - Kaiyalakkakathu 410210, Maharashtra, India 3. Mr. Michel Bernard Azrak Flat No 2 (11S and 12S), Jivesh Terrace, 11th And 12th Floor, B.J.Road, Bandra We St, Mumbai - 400050, India 1. Ms. Audrey Dolhen 10 th Floor, Imperial Heights, 21 st Road, Bandra (West), Mumbai 400050 2. Mr. Ashish Dhurvendra Goel 15 Dalamal Apts, 4 CCAI Floor, Cuffe Parade, Mumbai 400005 2, Avenue General De Gaulle, 10, Hameau, Provencal - 3. Mr. Jean Philippe Lucien Thenoz 13960, France 4. Mr. Paul Haeri Rohani 22 Boulevard Andre AUNE, 13006 Marseille, France d. The list of promoters of each of the Companies along with their addresses is as under: Company Name of the Promoter Address APL India CCAI 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra - 411001 APL Agencies APL India/ CCAI APL India: New No 8 (Old No 15), 2nd Floor, Whannels Road, Egmore, Chennai, Tamil Nadu 600008 CCAI: 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra - 411001 CCES APL India/ CCAI APL India: New No 8 (Old No 15), 2nd Floor, Whannels Road, Egmore, Chennai, Tamil Nadu 600008 CCAI: 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra - 411001 CCGI APL India/ CCAI APL India: New No 8 (Old No 15), 2nd Floor, Whannels Road, Egmore, Chennai, Tamil Nadu 600008 CCAI: 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra - 411001 NOL Properties APL India/ CCAI APL India: New No 8 (Old No 15), 2nd Floor, Whannels Road, Egmore, Chennai, Tamil Nadu 600008 CCAI: 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra - 411001 CCAI CMA CGM Global Agency Pte Ltd, 9 North Buona Vista Drive, #03-01 The Metropolis, Singapore Singapore - 138588 e. Details of the change in name, registered office and objects of the company during the last five (5) years along with summary of the main objects as per memorandum of association and main business carried on by the company: i. APL India: In the last five years there has been no change in the name of APL India. The registered office of APL India was shifted from the State of Maharashtra to the State of Tamil Nadu, as approved by the order of Regional Director dated May 27, 2016. Pursuant to the same a fresh certificate was issued by Registrar of Companies, Chennai, on August 19, 2016 incorporating the said change. APL India is inter-alia engaged in providing shipping agency support services for vessels owned, operated and managed by its principal, APL Co. Pte Ltd. The major function of APL India is to provide support services for containerized cargo movement in relation to both inbound and outbound shipments. Further, the objects of APL India were altered vide special resolution dated February 29, 2016. Accordingly, the main objects of APL India as contained in its Memorandum of Association are reproduced below: Page 9 of 133
(i) To undertake and carry on the trades, and business of shippers, shipowners, container owners, container repairers and hirers, ship brokers, shipping agents, clearing and forwarding agents, chartering agents and ship charterers ship managers, tug-owners, loading brokers, freight brokers and contractors, carriers by land, air and water, multimodal operators, cartage and haulage contractors, barge owners, shipping engineers, ship stores, ship merchants, ship husbands, stevedores, cartage and wharfingers, saluons and bunkering agents, dock, quay, wharf, terminal, on-dock container depot, container freight station, inland container depot owners or operator. (ii) To carry on business as ship builders, shipwrights, ship repairs, charterers of ship containers or other vessels, ship warehousemen, Marine Engineers in respect of ships. (iii) To provide agency, services of all kinds, including technical managerial, marketing and commercial services on turnkey or other basis in shipping and maritime fields including the services of crewing, staff selection and training. (iv) To carry on business as owners, manufacturers, charterers and repairers of and dealers in road vehicles, aircrafts, motor cars, containers, lorries, coaches, caravans, vans, wagons and vehicles of all kinds, barges, boats of every description, airplanes, seaplanes, flying boats, airships and other aircrafts, motor ships and vessels and accessories of all kinds and of and in railway and tramways, locomotives carriages, trucks and other vehicles and charterers of ships and lightermen and carriers of goods by road and water, forwarding, transport, commission, clearing and customs agents, packers, warehousemen, storekeepers and jobmasters and to carry on the business of a transport company. ii. APL Agencies: During the last five years there has been no change in the name and registered office of APL Agencies. Currently, APL Agencies is inter-alia engaged in the business of support and functional assistance in the discharge of human resource, finance, information technology and administrative function in companies and/ or entities, and offering professional, technical support and consultancy. The objects of the company were altered vide special resolution dated February 29, 2016 and accordingly, the main objects as contained in the Memorandum of Association of APL Agencies are reproduced below: (i) To undertake and carry on the business of ship and shipping company agents, freight agents, shippers, fright brokers, shipwrights, ship repairers, charterers of ships container carriers or other vessels, owners, operators or managers of container yards and container freight stations, ship warehousemen, wharfingers, shipping agents, managers of ships, ship husbands, ship brokers, shipchandlers, carriers by land and water, forwarding agents, lightermen, barge and tug owners, stevedores, marine engineers and commission and general agents in respect of ships. (ii) To provide services and assistance for appointing sub-agents for shipping agents, oversee and monitor the activities of sub-agents (inter-alia specifying various quality standards for functioning of sub-agents). (iii) To carry on the business of buying and selling merchandise for freighting ships, to build, fit out, repair and to acquire, maintain, manage and operate any shipyard, wharf, dock, warehouse, building or other works or any interest therein in connection with any of the aforesaid business of the company. (iv) To provide agency services in India or in such other places outside India as the Company s principals may require, including technical, managerial, marketing and commercial services on a turnkey or other basis in the shipping or maritime fields including the services of crewing, staff selection and training. Page 10 of 133
(v) To help, support and assist functionally in the discharge of human resource, finance function in companies and/or other entities operating in India or abroad, and offering professional, technical, commercial and marketing support and consultancy. (vi) To carry on the business of ship-owner and container owners and owners of vessels of every description, to maintain and operate lines of ships, container carriers or other vessels and to employ the same in the transport of passengers, mail, specie, goods, wares and merchandise between port through the world and to carry on business as carriers of goods or passengers by land water within or outside India (vii) To carry on all or any of the business of cartage and haulage contractors, garage contractors, garage proprietors, owners and charterers of road vehicles, aircraft, barges and boats of every description, charters of ships and lighermen and carriage of goods by road and water, forwarding, transport, commission, clearing and customs agents, packers, warehousemen, storekeepers and job masters. (viii) To develop, deal with or turn to account, purchase, register, hire or acquire on lend-lease or in any other manner computer hardware and software, programmers, systems, or patents. (ix) To carry on the business of a land, sea or river transport company. (x) To carry on business as manufactures and repairers of and dealers in motor cars, containers, lorries, bicycles, omnibuses, coaches, caravans, ambulances, motor cycles and side cars, and vehicles of all kinds, airplanes, seaplanes, flying boats, airships, and the other aircraft, motor ships and vessels and accessories of all kinds and in railway, and tramways, locomotives, carriages, trucks and other vehicles. (xi) To establish maintain and operate support services both In India and abroad, for offshores oil operations such as survey vessels, supply vessels, crew vessels, helicopters, underwater inspection, NDT inspection, repairs of sub-sea structure or installation, dividing and all other related marine or submarine activity. (xii) To carry on business as importers, exporters, buyers and sellers of and merchants and dealers in merchandise, goods, materials and machinery of all kinds, spare parts, accessories and equipment, and of jewelry, ornaments, billions, precious and semiprecious stones. (xiii) To manufacture, import, export, buy, sell, exchange, alter, improve, manipulate, prepare for market supply, and deal in tools, of every description. (xiv) To do all or any of the acts, matters and things hereby authorized in India or in any part of the world as principals, agents, contractors or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others. iii. CCES: During the last five years there has been no change in the name, registered office, and objects of CCES. While CCES is currently not undertaking any business, the main objects as contained in the Memorandum of Association of CCES are reproduced below: (i) To undertake and carry on all or any of the trades and business of ship owners, ship agents, ship brokers, shippers, ship managers, ship charterers, stevedores, forwarding agents, wharf and dock owners, wharfingers, warehouse owners, fisherman, intermodal transport operators, merchants, general traders, freight brokers, carriers of all kinds of ocean going vessels of any class, size or type including but not restricted to containers carriers, cellular vessels, tankers, dry cargo and break bulk vessels, passenger carriers, product and other liquid carriers. (ii) To carry, transport and convey by means of land, sea or air, passengers, mails, containers, goods merchandise, livestock and produce and cargo of every description between any ports Page 11 of 133
and places throughout the world. Also, to carry on the business of cargo agents, forwarding agents, clearing agents and/or general agents for operators of air, sea, land or inland waterway carriage undertakings. iv. CCGI: During the last five years there has been no change in the name, registered office, and objects of CCGI. While CCGI is currently not undertaking any business, the main objects as contained in the Memorandum of Association of CCGI are reproduced below: (i) To undertake and carry on business of shippers, ship owners, shipping agents, ship surveyors, ship chandlers and insurance brokers, ship managers, tug owners, loading brokers, freight contractors, carriers by water transport, haulage barge owners, lightermen, dockowners, ships store merchants, ships husbands, stevedores, wharfingers, salvors, ship repairers. (ii) To establish, maintain and operate shipping, transport services (public and private) between such ports in any part of the world as may be expedient and all ancillary Services and for these purposes oras independent undertakings to purchase, take in exchange, take on hire purchase, charter, hire, build, construct or otherwise acquire and to own, work, manage and trade with steam, sailing motor and other ships, trawlers, drifters, tugs and vessels. v. NOL Properties: During the last five years there has been no change in the name of NOL Properties. The registered office of NOL Properties was shifted from the State of Maharashtra to the State of Tamil Nadu, as approved by the order of Regional Director dated May 27, 2016. Pursuant to the same a fresh certificate was issued by Registrar of Companies, Chennai, on July 14, 2016 incorporating the said change. The objects of NOL properties have not been altered during the last five years and although NOL properties is currently not undertaking any business, the main objects as contained in its Memorandum of Association are reproduced below: (i) To acquire by purchase, lease, hire or otherwise develop land, Buildings and of any tenure or description including land, any estate or interest therein, and any right over or connected with land and buildings so situated and develop or to turn the same to account as may seem expedient and in particular by preparing building sites and by constructing, reconstructing, altering, improving and furnishing and maintaining hotels, workshops, mills, factories, warehouses, cold storages, wharves, godowns, offices, hostels, gardens, swimming pools, play-grounds, buildings, works and conveniences of all kinds and by leasing, hiring or disposing of the same. vi. CCAI: During the last five years there has been no change in the name of CCAI. The registered office of CCAI was shifted within the local limits of the city of Pune to the present registered office address as mentioned in clause 4(b) above with effect from December 12, 2013 and all necessary filings and compliances in this regard were duly made to the Registrar of Companies, Pune. CCAI is, inter-alia, engaged in the business of providing agency support services in respect of the transportation services offered by its principals CMA CGM (a company duly registered under the laws of France) and ANL Singapore Pte Ltd (a company duly registered under the laws of Singapore). The objects of the company were altered vide special resolution dated December 16, 2016 and accordingly, the main objects as contained in the Memorandum of Association of CCAI are reproduced below: (i) To carry on in India and abroad the business of shippers, ship owners, international freight forwarding and shipping agents on behalf of client or on its own and to establish, maintain, operate, transport, shipping and for these purposes to purchase, hire purchase, charter, hire Page 12 of 133
or otherwise acquire and to own, work, manage and trade with steam, sailing motor and other ships, trawlers, drifters, tugs and vessels, barges and boats of every description and other vehicles and to carry on the business of clearing, forwarding, transport contractor and shipping agents by sea and to represent owners and prepare documentation and arrange for documentation, charters of ships, barges, boats and carriers of goods and passengers by water and to undertake and carry on trades and business of shippers, ship owners, ship brokers, booking agents, shipping agents, consolidating underwriters, ship managers, custom clearing agents, packers, warehousemen, stevedores, wharfingers, dock owners, storekeepers, tug owners, marine surveyors, salvers, ship builders, ship and container repairers, loading and unloading brokers, freight contractors and freight brokers. (ii) To provide agency services in India or in such other places outside India as the Company may require, including technical, managerial, marketing and commercial services in the shipping or maritime fields including the services of crewing, staff selection and training. (iii) To help, support and assist functionally in the discharge of human resource, finance function in companies and/or other entities operating in India or abroad, and offering professional, technical, commercial and marketing support and consultancy. f. Name of stock exchange(s) where securities of the company are listed, if applicable: Not Applicable. The securities of APL India, APL Agencies, CCES, CCGI, NOL Properties and CCAI are not listed on any stock exchange. g. Details of the capital structure of the companies including authorized, issued, subscribed and paid-up share capital: Please refer Part II of the Scheme for details of the capital structure of the Companies. 5. Relationship subsisting between the companies which are party to the Scheme: APL India or the Transferor Company 1 is a wholly owned subsidiary of CCAI. Further, APL Agencies, CCES, CCGI and NOL Properties (together being referred to as the Other Transferor Companies ) are all wholly owned subsidiaries of APL India and accordingly an indirect wholly owned subsidiary of CCAI. The Scheme therefore involves a merger of wholly owned subsidiaries, whether direct or indirect, into the holding company, i.e. CCAI. 6. Particulars of the approval of the Scheme by the Board of Directors of the Companies: The Scheme was approved by the Board of Directors of APL India, APL Agencies, CCES, CCGI, NOL Properties and CCAI at their respective meetings held on March 3, 2017. The details of the directors who voted in favour, who voted against and who did not vote or participate on such resolution in the aforementioned board meeting are as under: Company APL India APL Agencies CCES CCGI NOL Properties Directors Present and voted in favour of the resolution 1. Ms. Audrey Dolhen 2. Mr. Ajaykumar Janardhanan Kaiyalakkakathu 1. Ms. Audrey Dolhen 2. Mr. Ajaykumar Janardhanan Kaiyalakkakathu 1. Ms. Audrey Dolhen 2. Mr. Atit Abhay Mahajan 1. Ms. Audrey Dolhen 2. Mr. Atit Abhay Mahajan 1. Ms. Audrey Dolhen 2. Mr. Ajaykumar Janardhanan Kaiyalakkakathu Directors Present and voted against the resolution Nil Nil Nil Nil Nil Directors Absent 1. Mr. Soh Kam Giap Nil 1. Mr. Farid Toufic Salem 2. Mr. Christophe Henri Jacques Artaud De La Ferriere 1. Mr. Christophe Henri Jacques Artaud De La Ferriere 2. Mr. Farid Toufic Salem Nil Page 13 of 133
CCAI Company Directors Present and voted in favour of the resolution 1. Ms. Audrey Dolhen 2. Mr. Ashish Dhurvendra Goel Directors Present and voted against the resolution Nil Directors Absent 1. Mr. Jean Philippe Lucien Thenoz 2. Mr. Paul Haeri Rohani 7. Description of the Scheme The Scheme inter-alia involves the amalgamation of APL India with and into CCAI followed by the amalgamation of APL Agencies, CCES, CCGI and NOL Properties into CCAI from an Appointed Date of February 1, 2017 and write-off of any goodwill arising pursuant to the amalgamation against the balance in the capital reserve and securities premium account of CCAI by way of capital reduction. 8. Appointed Date: Appointed Date is defined under clause 1.4 of the Scheme and means the 1st day of February, 2017 or such other date as may be fixed by the jurisdictional NCLT or any other appropriate authority 9. Effective Date: Effective Date is defined under clause 1.9 of the Scheme and means the later of the dates on which certified copy of the order of the jurisdictional NCLT sanctioning this Scheme is filed with the jurisdictional Registrar of Companies by the Transferee Company and the respective Transferor Companies, as required under the provisions of the Act. Any references in the Scheme to "upon the Scheme becoming effective" or "effectiveness of the Scheme" or "Scheme coming into effect" shall mean the "Effective Date" 10. Rationale and benefits of the Scheme: The amalgamation would result in the following benefits to the Transferee Company and the shareholders of the Transferor Companies and the Transferee Company: i. In light of the global acquisition of APL group by the CMA CGM group there has been a change in global management and after a detailed review of the group s overall operations and in line with the overall group s objectives, it is considered desirable to consolidate the group s Indian operations into one flagship entity so as to result in a simplified corporate structure, eliminate cross holdings and reduce regulatory compliances and costs. ii. iii. iv. The proposed amalgamation will help eliminate operational interdependence and cross linkages between Transferee Company and the Transferor Companies and given the similar and complimentary nature of business activities of the Transferee Company and the Transferor Companies it is commercially desirable to consolidate the operations of the Transferor Companies with the Transferee Company. The Transferee Company is the CMA CGM group s flagship entity in India and the management desires to retain its name. Besides economies of scale and other cost reductions, the proposed amalgamation would provide synergistic benefits by combining complementary businesses and operations of Transferee Company and the Transferor Companies. Consolidation of the Indian operations shall inter-alia result in elimination of the inter-company transactions and better and timely reporting of the Indian operations to the group. The proposed amalgamation will provide greater functional integration at various levels of the organization such as operations, information technology, human resources, finance, legal and general management leading to optimum utilization of resources and an efficient organization structure capable of responding swiftly to volatile and rapidly changing market scenarios. v. Furthermore, the proposed amalgamation will also facilitate achievement of greater management focus and control over the consolidated business operations of the group in India. Page 14 of 133
Accordingly the Scheme is considered desirable, and to be in interest of companies (i.e. Transferor Companies and the Transferee Company), their respective shareholders and other stakeholders (including employees) and would benefit all the stakeholders at large. 11. Salient Features of the Scheme: a. Upon the sanction of the Scheme by the jurisdictional NCLT and upon the Scheme becoming effective with effect from the Appointed Date, the following shall be deemed to have occurred and become effective and operative only in the sequence and the order mentioned hereunder: i. Merger 1, i.e. amalgamation of Transferor Company 1 with and into the Transferee Company in accordance with Part III of the Scheme; ii. Merger 2, i.e. amalgamation of the Other Transferor Companies with and into the Transferee Company in accordance with Part IV of the Scheme. b. Merger 1: Merger of APL India with and into CCAI i. Upon the coming into effect of this Scheme and with effect from the Appointed Date, the entire business of Transferor Company 1 shall, pursuant to the provisions of Sections 230 to 232 and any other applicable provisions of the Act and sanction of this Scheme by the jurisdictional NCLT and other applicable provisions of the law for the time being in force and without any further act or deed, stand transferred to and vested in or deemed to have been transferred to and vested in the Transferee Company on and from the Appointed Date, on a going concern, so as to become as and from the Appointed Date the assets and liabilities of the Transferee Company and to vest in the Transferee Company all the rights, title, interest or obligations of Transferor Company 1 therein. ii. Upon Merger 1 becoming effective and upon the vesting of Transferor Company 1 (inclusive of all assets and liabilities thereof as defined) into and with the Transferee Company in accordance with Clause 5 of this Scheme, the Transferee Company shall not pay any consideration to Transferor Company 1 or to its shareholders, as Transferor Company 1 is a wholly owned subsidiary of the Transferee Company, and accordingly, no shares shall be issued and allotted by the Transferee Company either to itself or to any of its nominees holding shares in Transferor Company 1. iii. Upon Merger 1 becoming effective and with effect from the Appointed Date, the Transferee Company shall account for the amalgamation of Transferor Company 1 in accordance with the Purchase Method of accounting as prescribed under Accounting Standard 14 Accounting for Amalgamations issued by the Institute of Chartered Accountants of India. iv. Goodwill arising, if any, pursuant to Clause 14.3 of the Scheme shall be adjusted by the Transferee Company against its Securities Premium Account pursuant to Section 230 and any other applicable provisions of the Act. v. Upon the Scheme becoming effective and merger of APL India with and into CCAI, APL India shall stand dissolved without being wound up. c. Merger 2: Merger of Other Transferor Companies with and into CCAI i. Upon the coming into effect of this Scheme and pursuant to Merger 1 coming into effect, from the Appointed Date, the entire business (including all assets and liabilities) of the Other Transferor Companies shall, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act and sanction of this Scheme by the jurisdictional NCLT and other applicable provisions of the law for the time being in force and without any further act or deed, stand transferred to and vested in or deemed to have been transferred to and vested in the Transferee Company on and from the Appointed Date, so as to become as and from the Appointed Date the assets and liabilities of the Transferee Company and to vest in the Transferee Company all the rights, title, interest or obligations of the Other Transferor Companies therein. ii. Upon Merger 2 becoming effective and upon the vesting of the Other Transferor Companies (inclusive of all assets and liabilities thereof as defined) into and with the Transferee Company in accordance with Clause 15 of this Scheme, the Transferee Company shall not Page 15 of 133
pay any consideration to the Other Transferor Companies or to their respective shareholders, as upon Merger 1 of this Scheme becoming effective, the Other Transferor Companies will become wholly owned subsidiaries of the Transferee Company, and accordingly, no shares shall be issued and allotted by the Transferee Company either to itself or to any of its nominees holding shares in the Other Transferor Companies. iii. Upon Merger 2 becoming effective and with effect from the Appointed Date, the Transferee Company shall account for the amalgamation of the Other Transferor Companies in accordance with the Purchase Method of accounting as prescribed under Accounting Standard 14 Accounting for Amalgamations issued by the Institute of Chartered Accountants of India. iv. Goodwill arising, if any, pursuant to Clause 24.4 of this Scheme shall be adjusted by the Transferee Company against its Securities Premium Account or Capital Reserve pursuant to the provisions of Section 230 and any other applicable provisions of the Act. v. Upon the Scheme becoming effective and merger of APL Agencies, CCES, CCGI and NOL Properties with and into CCAI, the respective Transferor Company shall stand dissolved without being wound up. d. Upon the Scheme becoming effective and with effect from the Effective Date, the authorized share capital of CCAI shall stand increased by the authorized share capital of the Transferor Companies in accordance with the provisions of Part V of the Scheme. Accordingly, the thus increased and reclassified authorized share capital of CCAI shall comprise of 72,00,00 (Seventy Two Lakh) equity shares with a face value of Rs. 10/- (Rupees Ten only) each. The features set out above being only salient features of the Scheme, the Equity Shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof. 12. No shares shall be issued under the Scheme as it involves merger of direct and indirect wholly owned subsidiaries with and into the holding company. Accordingly, there is no requirement of any valuation report or share exchange ratio. 13. Details of capital or debt restructuring, if any: There is no debt restructuring proposed under the Scheme. Further, goodwill arising pursuant to the merger will be adjusted against the Securities Premium and Capital Reserve of CCAI by way of capital reduction as an integral part of the Scheme. 14. Amount due to Unsecured Creditors Particulars of amounts due to the unsecured creditors of the Transferor Companies and the Transferee Company is detailed herein below: Company Outstanding as on Amount outstanding in INR APL India January 31, 2017 4,97,54,395 APL Agencies January 31, 2017 Nil CCES January 31, 2017 7,876 CCGI April 15, 2017 Nil NOL Properties January 31, 2017 1,01,99,706 CCAI April 15, 2017 7,52,491.03 15. Effect of the Scheme on the following: a. Key Managerial Personnel and Directors: The Directors and Key Managerial Personnel of the Transferor Companies shall cease to be Directors and/or Key Managerial Personnel consequent to dissolution of the Transferor Companies upon their amalgamation with and into the Transferee Company as detailed in the Scheme. The Scheme shall not have any effect on the Directors and Key Managerial Personnel of Page 16 of 133
the Transferee Company who shall continue as Directors and/ or Key Managerial Personnel, as the case may be, of the Transferee Company. b. Promoter & Non-Promoter Shareholders The rights and interest of the Promoter and Non-Promoter Shareholders of the Companies involved in the Scheme will not be prejudicially affected by the Scheme. The effect of the Scheme on the Promoter and Non-Promoter Shareholders of the Companies is detailed herein below: i. APL India: Consequent to the amalgamation of APL India with and into CCAI the entire paid-up equity share capital of APL India held by CCAI and its nominees shall stand cancelled. The Scheme does not provide for any consideration in pursuance of amalgamation. ii. iii. Other Transferor Companies: Consequent to the amalgamation of the Other Transferor Companies with and into the Transferee Company, the entire paid-up equity share capital of the Other Transferor Companies which will be held by the Transferee Company and its nominees, pursuant to the merger of APL India with CCAI becoming effective, shall stand cancelled. The Scheme does not provide for any consideration in pursuance of amalgamation. Transferee Company or CCAI: Since the Scheme does not provide for issuance of any shares by CCAI, the pre and post Scheme shareholding pattern of CCAI shall remain same. Accordingly, there is no impact of the Scheme on the Promoter and Non-Promoter Shareholders of CCAI. c. Depositors: Not applicable as none of the Companies have accepted any deposits. d. Creditors: The Scheme is an arrangement between the companies and their shareholders and does not involve any sacrifice or waiver from the creditors and their rights shall continue unaffected. Further, all the creditors shall be paid off in the due course of business by the respective Companies and post the Scheme becoming effective by the Transferee Company. Hence, the Scheme shall have no effect on the creditors of the Transferor Companies and the Transferee Company. e. Debenture-holders: Pursuant to the Scheme becoming effective all inter-corporate investments (including any investment in debentures etc.) between the Transferor Companies and the Transferee Company shall stand cancelled. f. Deposit Trustee and Debenture Trustee: Not applicable as there are no deposit trustee or debenture trustee in either the Transferor Companies or the Transferee Company. g. Employees: The rights and interests of the employees of the Companies involved in the Scheme will not be prejudicially affected by the Scheme, as all the employees of the Transferor Companies who are in service as on the Effective Date shall, on and from the Effective Date become the employees of the Transferee Company, without any break or interruption in service as a result of the transfer and on terms and conditions which shall not be less favorable than those on which they are engaged by the respective Transferor Companies as on the Effective Date. Further, the existing Provident Fund, Gratuity Fund and any other employee benefit schemes of the Transferor Companies shall stand transferred to the Transferee Company and the service of the employees of the Transferor Companies shall be treated as having been continuous. 16. Effect of the Scheme on material interests of directors, Key Managerial Personnel and debenture trustee: As stated above there are no debenture trustees and hence the Scheme is not expected to have any effect on their interests. Further, the Scheme is not expected to have any effect on the material interests of the directors or key managerial personnel of the Companies as they are not interested in the Scheme except to the extent of their shareholding in the Companies, if any, and common directorship in the Transferor Companies and the Transferee Company. Further, none of the managers, Key Managerial Personnel and/or relatives of the directors/ Key Managerial Personnel of the respective Companies is concerned or interested, financially or otherwise, in the proposed Scheme. Page 17 of 133
17. Pending investigations or proceedings, if any, under the Companies Act: There are no pending investigations or proceedings against any of the Transferor Companies or the Transferee Company under the provisions of the Companies Act. 18. The following documents shall be available at the registered office of the Companies for the purpose of inspection and obtaining copies or making copies by the members and creditors : a. Audited financials as on March 31, 2016; b. Copy of the order of the Mumbai Bench of NCLT dated 19 th April, 2017 in pursuance of which meeting of the Equity Shareholders of the Company has been convened; c. Copy of the Scheme; d. Certificate by the Statutory Auditors of the Transferee Company certifying that the accounting treatment specified in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013. 19. Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed Scheme: As directed by the Mumbai Bench of the Hon ble NCLT, notice under Section 230(5) of the Companies Act, 2013 is being given to the Central Government (through the Regional Director), Registrar of Companies, as applicable, Official Liquidator and Income Tax Authorities in respect of CCGI and CCAI asking them to provide their comments, if any, on the proposed Scheme. It is further clarified that no approvals from any regulatory, statutory or governmental authority is required at this stage nor any such approvals have been received or are pending in respect of the proposed Scheme. 20. Equity Shareholders to whom the notice is sent are entitled to attend and vote at the meeting, either in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the Company at 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra- 411001 not later than 48 hours before the meeting, or through Postal Ballot by following the instructions specified in the Postal Ballot Form and Notes to this Notice and the Notice of Postal Ballot. Forms of proxy can be had at the registered office of the Company. This statement may be treated as an Explanatory Statement under Sections 230 to 232 of the Companies Act, 2013. A copy of the Scheme, Explanatory Statement and Proxy Form may be obtained from the Registered Office of CCAI and/or at the office of its advocate M/s. Hemant Sethi & Co., 1602 Nav Parmanu, Behind Amar Cinema, Chembur, Mumbai 400 071. Mr. Rajiv Jethi Chairman appointed for the meeting Pune, dated this 2 nd day of May 2017 Registered Office: 219, 2nd Floor, Metro House, Mangaldas Road, Pune, Maharashtra- 411001 Page 18 of 133
Page 19 of 133
Page 20 of 133
Page 21 of 133
Page 22 of 133
Page 23 of 133
Page 24 of 133
Page 25 of 133
Page 26 of 133
Page 27 of 133
Page 28 of 133
Page 29 of 133
Page 30 of 133
Page 31 of 133
Page 32 of 133
Page 33 of 133
Page 34 of 133
Page 35 of 133
Page 36 of 133
Page 37 of 133
Page 38 of 133
Page 39 of 133
Page 40 of 133
Page 41 of 133
Page 42 of 133
Page 43 of 133
Page 44 of 133
Page 45 of 133
Page 46 of 133
Page 47 of 133
Page 48 of 133
Page 49 of 133
Page 50 of 133
Page 51 of 133
Page 52 of 133
Page 53 of 133
Page 54 of 133
Page 55 of 133
Page 56 of 133
Page 57 of 133
Page 58 of 133
Page 59 of 133
Page 60 of 133
Page 61 of 133
Page 62 of 133
Page 63 of 133
Page 64 of 133
Page 65 of 133
Page 66 of 133
Page 67 of 133
Page 68 of 133
Page 69 of 133
Page 70 of 133
Page 71 of 133
Page 72 of 133
Page 73 of 133
Page 74 of 133
Page 75 of 133
Page 76 of 133
Page 77 of 133
Page 78 of 133
Page 79 of 133
Page 80 of 133
Page 81 of 133
Page 82 of 133
Page 83 of 133
Page 84 of 133
Page 85 of 133
Page 86 of 133
Page 87 of 133
Page 88 of 133
Page 89 of 133
Page 90 of 133
Page 91 of 133
Page 92 of 133
Page 93 of 133
Page 94 of 133
Page 95 of 133
Page 96 of 133
Page 97 of 133
Page 98 of 133
Page 99 of 133
Page 100 of 133
Page 101 of 133
Page 102 of 133
Page 103 of 133
Page 104 of 133
Page 105 of 133
Page 106 of 133
Page 107 of 133
Page 108 of 133
Page 109 of 133
Page 110 of 133
Page 111 of 133
Page 112 of 133
Page 113 of 133
Page 114 of 133
Page 115 of 133
Page 116 of 133
Page 117 of 133
Page 118 of 133
Page 119 of 133
Page 120 of 133
Page 121 of 133
Page 122 of 133
Page 123 of 133