TMI Blog2020 (1) TMI 1238X X X X Extracts X X X X X X X X Extracts X X X X ..... ation has been filed under Sec.230(1) and 232(1) of the Companies Act, 2013 in connection with a Scheme of Arrangement for demerger of the Consumer Products Business of Tata Chemicals Limited, hereinafter referred to as the Demerged Company to the Applicant Company, Tata Global Beverages Limited, hereinafter referred to as the Resulting Company under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 in the manner and on the terms and conditions stated in the Scheme of Arrangement. A copy of the Scheme of Arrangement has been annexed with the application as Annexure A. 2. As submitted by the applicant, the object of this application is to ultimately obtain sanction of this Tribunal to a Scheme of Arrangement proposed to be made between the applicant companies and their respective shareholders under the Scheme whereby and whereunder :- a) Enable the Resulting Company to expand its presence in the fast moving consumer goods categories in India and abroad; b) Result in revenue and cost synergies including from supply chain opportunities, operational improvements, logistics alignment leading to economies of scale, creation of efficiencies and opt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Global Depository Receipts of the Resulting Company are listed on the London Stock Exchange and the Luxembourg Stock Exchange. The Demerged Company had filed the Scheme with NSE and BSE and the Resulting Company had filed the Scheme with BSE, NSE and CSE in terms of the SEBI Circular CFD/DIL/CIR/2017/21 dated 10th March 2017 for their approvals. BSE and NSE by their respective letters dated 26th August 2019 addressed to Tata Global Beverages Limited and CSE by its letter dated 27th August 2019 addressed to Tata Global Beverages Limited have since confirmed that they have no adverse observation' on the Scheme pursuant to the sad SEBI Circular. 7. By an order dated 20/9/2019 as corrected by an order dated 30/9/2019 in CA (CAA) No. 1147 of 2019, this Tribunal, was pleased to (a) dispense with holding of meeting of Creditors of the Resulting Company in view of over 90% in value of such Creditors having already consented to the Scheme and (b) direct convening and holding of meeting of the Equity Shareholders of the Resulting Company. 8. Notices of the said meeting were duly sent to the Equity Shareholders of the Resulting Company on 30/9/2019 and 1/10/2019 and advertiseme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... three) letters - (1) No. DCS/AMAL/DS/R37/1560/2019-20 dated 26/08/2019 obtained from BSE, (2) No. NSE/List/21021 III dated 26/08/2019 obtained from NSE and (3) No. CSE/LD/14785/2019 dated 27/08/2019 obtained from CSE in regard to No adverse observation in the proposed Scheme of Arrangement. (Copy of the said letters collectively marked as Annexure-I is annexed herewith for perusal) (c) Clause 2.4 of Part-B of the scheme tantamount to buy back of shares, But nothing stated about manner of compliance of section 68 made in respect of payment of money to shareholders of the transferor companies against the fractional share entitlements, contrary to the provisions of section 230(10) of the Companies Act 2013 impacting the scheme. Furthermore, the proviso to Section 232(3) (b) expressly prohibits a company from holding shares in itself in its own name or in the name of a trust pursuant to a merger and provides or cancellation or extinguishment of such shares. The scheme is therefore not consistent with the provisions-of the Companies Act 2013. (d) According to clause 1.3 of the scheme the immovable properties of the demerged undertakings shall be transferred and vested in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme. 5. With reference to paragraph 2(c) of the said Affidavit, I say that the provisions of Sections 68, 230(10) and 232(3)(b) of the Companies Act, 2013 ( Act ) do not apply at all to Clause 2.4 of Part B of the Scheme as such Clause does not provide or contemplate any buy back of shares or holding of any shares by the Transferee Company in its own name or in the name of any trust on its behalf or behalf of any of its subsidiary or Associate Companies. As will be evident from a plain reading of the said Clause, the same only provides for consolidation of fractional entitlements of the Equity Shareholders of Tata Chemicals Limited ( Demerged Company ) to shares in Tata Global Beverages Limited ( Resulting Company ) as per the share entitlement under the Scheme; allotment of such consolidated shares on behalf of such shareholders to an authorized representative, trustee(s) or SEBI registered merchant banker, as nominated by the Board of Directors of the Resulting Company; sale of such consolidated shares in the market; and distribution of the sale proceeds to the said Equity Shareholders of the Demerged Company in proportion to their fractional entitlements. There is no canc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ges Limited to Tata Consumer Products Limited , as a consequence of the demerger, is thus natural and necessary to reflect the expanded and diversified business and product portfolio of the Resulting Company more appropriately. Such proposed change of name of the Resulting Company is a commercial decision of the shareholders and is desirable and expedient for the more effective and beneficial conduct of the business of the Resulting Company pursuant to the demerger. As such the change of name is necessary for the due working and carrying out of the Scheme pursuant to the orders of this Hon'ble Tribunal under Sections 230 and 232 of the said Act. I say that the Resulting Company has already complied with all the applicable provisions of the Companies Act, 2013 as part of a 'single window clearance' under the Scheme, as also provided in Clause 11.3 of Part B of the Scheme. It is settled law that Section 230 is a complete code and the principle of 'single window clearance' permits all other formal requirements of the Companies Act, 2013 to be complied with as an integral part of the process for sanction of the Scheme. As such no separate approval under Rule 29(2) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as the fact that fractional shares are not cancelled as these are consolidated and sold in the open market. Thereafter, the consideration received is distributed amongst the original shareholders. As shares remain in existence and only ownership is changed, hence, we hold that this does not amount to buy-back of shares within the meaning of provisions of Sec.68 of the Companies Act, 2013. 18. Heard the arguments of the learned counsel appearing for the Petitioners and the Deputy Regional Director, perused the records, documents annexed to the petition and affidavits filed in the instant proceedings. In the facts and circumstances stated above and since all the requisite compliance have been fulfilled and being satisfied with the submissions made and explanations given on behalf of the petitioners, the petition for sanction of the scheme, as aforesaid, is allowed and following orders in terms of prayers made in the petition is passed: - ORDER i. The Scheme of Arrangement being Annexure A to the petition is sanctioned by this Hon'ble Tribunal to be binding with effect from the 1st day of April, 2019 ( Appointed Date ) on Tata Global Beverages Limited its shareholders, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Registrar of Companies for registration; 19. Accordingly, CP (CAA) No. 1992 of 2019 connected with CA (CAA) No. 1147 of 2019 stands disposed of. 20. Urgent certified copies of this order, if applied for, be supplied to the parties upon compliance of all requisite formalities. ANNEXURE 'A' SCHEME OF ARRANGEMENT AMONGST TATA CHEMICALS LIMITED AND TATA GLOBAL BEVERAGES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (UNDER SECTIONS 230 TO 232 AND OTHER RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013) SCHEME OF ARRANGEMENT I. PREAMBLE 1. This Scheme of Arrangement ( Scheme , more particularly defined hereinafter) is presented pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Act (defined hereinafter), as may be applicable, and also read with Section 2(19AA) and other relevant provisions of the IT Act (defined hereinafter), as may be applicable, for the demerger of the Demerged Undertaking (defined hereinafter) of Tata Chemicals Limited into Tata Global Beverages Limited on a going concern basis. II. BACKGROUND AND DESCRIPTION OF THE COMPANIES 1. Tata Chemicals Limited (hereinafter referr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing to economics of scale, creation of efficiencies and optimization of capital and operational expenditure, leveraging distribution network, and optimization of overlapping infrastructure; 4.3. enhance the financial profile with higher growth, margin expansion and increased cash flows which will provide further headroom for inorganic growth opportunities in India and abroad; and 4.4. the shareholders of the Demerged Company will continue to participate in the growth of a larger consumer focused company i.e. the Resulting Company, while continuing to own shares in the Demerged Company which will remain focused on its basic chemistry and specialty products businesses. 5. The Scheme would be in the best interest of the shareholders of the Demerged Company and the Resulting Company, and shall not in any manner be prejudicial to the interests of the concerned shareholders and creditors or general public at large. IV. PARTS OF THE SCHEME 1. The Scheme is divided into the following parts: PART A deals with definitions, interpretation, effective date and share capital; PART B deals with the transfer of Demerged Undertaking from the Demerged Company and its vesting in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs, leasehold rights and all its debts, outstandings, liabilities, duties, obligations and employees in each case pertaining exclusively and solely (other than in relation to items set out in (g) and (i) below and unless otherwise mutually determined by the Board of Directors of the Demerged Company and the Resulting Company) to the Consumer Products Business and including, but not in any way limited to, the following: (a) all immovable properties i.e. land together with the buildings and. structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise including offices, structures, workshop, benefits of any rental agreement for use of premises, marketing offices, share of any joint assets, etc., which immovable properties are currently being used exclusively and solely for the purpose of and in relation to the Consumer Products Business and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties; (b) all assets, as are movable in nature and exclusively and s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d all rights, title, interests, claims and benefits thereunder exclusively and solely pertaining to the Consumer Products Business; (e) all applications (including hardware, software, licenses, source codes. parameterization and scripts), registrations, licenses, trade names, service marks, trademarks, copyrights, patents, domain names, designs, intellectual property rights (whether owned, licensed or otherwise, and whether registered or unregistered), trade secrets, research and studies, technical knowhow, confidential information and all such rights of whatsoever description and nature that in each case pertain exclusively and solely to the Consumer Products Business including, without limitation, the intellectual properties of the Demerged Company; (f) all rights to use and avail telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoev ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hatsoever nature relating to the Consumer Products Business. In case of any question that may arise as to whether any particular asset or liability and/or employee pertains or does not pertain exclusively and solely to the Consumer Products Business or whether it arises out of the activities or operations of the Consumer Products Business, the same shall be decided by mutual agreement between the Board of Directors of the Demerged Company and the Resulting Company. 1.11. Effective Date means the means the date on which the last of conditions referred to in Clause 8 of Part C hereof have been fulfilled. 1.12. Governmental Approvals means any consent, approval, authorization, waiver, permit, permission, clearance, license, exemption, no objection certificate, registration, with, of or from any Governmental Authority. 1.13. Governmental Authority means any government authority, statutory authority, regulatory authority, agency, government department, board, commission, SEBI, Stock Exchanges, administrative authority, tribunal or court or any authority (including authorities administering Taxes) or body exercising executive, legislative, judicial, regulatory or admini ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sdiction over the Demerged Company and the Registrar of Companies, Kolkata having jurisdiction over the Resulting Company. 1.23. Remaining Business with respect to the Demerged Company means the business, employees, assets and liabilities of the Demerged Company other than the Demerged Undertaking. 1.24. Resulting Company means Tata Global Beverages Limited, a public listed company incorporated under the Companies Act, 1956 with CIN L15491WB1962PLC031425 and having its registered office at 1, Bishop Lefroy Road, Kolkata - 700020, India. 1.25. Rupees or Rs. or INR means the lawful currency of India. 1.26. Scheme or the Scheme or this Scheme means this Scheme of Arrangement in us present form or with any modification(s) approved or imposed or directed by the NCLT or any other Governmental Authorities. 1.27. SEBI means the Securities and Exchange Board of India. 1.28. SEBI Circular means (i) circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, (ii) circular No. CFD/DIL3/CIR/2017/26 dated March 23, 2017, (iii) circular No. CFD/ DIL3/CIR/2017/105 dated September 21, 2017, (iv) circular No. CFD/DIL3/CIR/2018/2 dated January 3, 2018 issued by SEBI ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme or the schedules hereto and shall be ignored in construing the same. 2.6. References to clauses, and schedules are, unless the context otherwise requires, references to clauses, and schedules to this Scheme. 2.7. Reference to days, months and years are to calendar days, calendar months and calendar years, respectively. 2.8. Any reference to writing shall include printing, typing, lithography and other means of reproducing words in visible form. 2.9. The words include and including are to be construed without limitation. 2.10. Where a wider construction is possible, the words other and otherwise shall not be construed ejusdem generis with any foregoing words. 3. DATE OF TAKING EFFECT The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the NCLT or by any Governmental Authority shall be effective from the Appointed Date but shall be operative from the Effective Date. A. SHARE CAPITAL 4.1. The share capital of the Demerged Company as on March 31, 2019 is as follows: Particulars Amount in INR Authorised: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e, and subject to the provisions of this Scheme and pursuant to Sections 230 to 232 of the Act, all the properties / assets (tangible and intangible assets including goodwill) and liabilities of the Demerged Undertaking will be transferred to the Resulting Company at values appearing in the books of accounts of the Demerged Company immediately before the demerger, in accordance with Section 2(19AA) of the IT Act, and the Demerged Undertaking shall, without any further act, instrument or deed, be demerged from the Demerged Company and stand transferred to and vested in and/or deemed to have been demerged from the Demerged Company and stand transferred to and vested in the Resulting Company as a going concern, for a consideration provided in Clause 2.1 of Pan B, so as to become the undertaking of the Resulting Company by virtue of this Scheme and in the following manner: 1.1. All assets of the Demerged Company in relation to the Demerged Undertaking that are movable in nature and/or otherwise capable of transfer by physical or constructive delivery, novation and/or endorsement and delivery or by operation of law, pursuant to the NCLT Order, shall be vested in the Resulting Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sub-registrar or with the relevant Government Authority, if and as may be required, shall suffice as record of continuing title with the Resulting Company and shall be constituted as a deemed mutation and substitution thereof. The Resulting Company shall subsequent to Scheme becoming effective be entitled to the delivery and possession of all documents of title to such immovable property in this regard. It is hereby clarified that all the rights, title and interest of the Demerged Company in relation to the Demerged Undertaking in any leasehold properties shall without any further act, instrument or deed, be vested in or be deemed to have been vested in the Resulting Company. 1.4. All the other assets, rights, title, interests and investments of the Demerged Company in relation to the Demerged Undertaking shall also without any further act, instrument or deed stand transferred to and vested in and be deemed to have been transferred to and vested in the Resulting Company upon the coming into effect of this Scheme. 1.5. Upon the Scheme coming into effect, all debts (secured and unsecured), liabilities, bonds, debentures (including contingent liabilities), duties and obligation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (b) the secured creditors of the Resulting Company and/or other holders of security over the properties of the Resulting Company shall not be entitled to any additional security over the properties, assets, rights, benefits and interest of the Demerged Undertaking and therefore, such assets which are not currently encumbered shall remain free and available for creation of any security thereon in further in relation to any current or future indebtedness of the Resulting Company. 1.7. All Governmental Approvals and other consents, permissions, quotas, rights, authorizations, entitlements, no objection certificates and licenses, including those relating to tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, to which the Demerged Company in relation to the Demerged Undertaking is a party or to the benefit of which the Demerged Company in relation to the Demerged Undertaking may be entitled to use or which may be required to carry on the operations of the Demerged Company in relation to the Demerged Undertaking, and which are subsisting or in effect immediately prior to the Effective Date, shall be, and remain, in full force and effect in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... regoing, it is clarified that upon the coming into effect of this Scheme, all consents, permissions. certificates, clearances, authorities, power of attorneys given by, issued to or in favour of the Demerged Company in relation to the Demerged Undertaking shall stand transferred to the Resulting Company, as if the same were originally given by, issued to or executed in favour of the Resulting Company, and the Resulting Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to the Resulting Company. 1.11. The Resulting Company shall, at any time alter this Scheme coming into effect, in accordance with the provisions hereof, if so required under any Applicable Law or otherwise execute appropriate deeds of confirmation or other writings or arrangements with any party to any contract or arrangement in relation to which the Demerged Company to relation to the Demerged Undertaking have been a party, including any filings with the regulatory authorities, in order to give formal effect to the above provisions, the Resulting Company shall for this purpose, under the provisions hereof, be deemed to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sued to such shareholders in dematerialized form provided that the shareholders of Demerged Company shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required. In the event that Resulting Company has received notice from any shareholder that the equity shares are to be issued in physical form or if any shareholder has not provided the requisite details relating to his/ her/ its account with a depository participant or other confirmations as may be required or if the details furnished by any shareholder do not permit electronic credit of the shares of Resulting Company, then the Resulting Company shall issue the equity shares in physical form to Such shareholder or shareholders. 2.3. The New Shares to be issued by the Resulting Company in respect of the shares of the Demerged Company the allotment or transfer of which is held in abeyance under Applicable Law, shall, pending allotment or settlement of dispute by order of the appropriate court or otherwise, also be kept in abeyance in like manner by the Resulting Company. 2.4. In case any shareholder's holding in the Deme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... effect of any such corporate actions. 2.8. The New Shares allotted and issued in terms of Clause 2.1 of Part B above, shall be listed and/or admitted to trading on the Stock Exchanges after obtaining the requisite approvals. The Resulting Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with Applicable Laws for complying with the formalities of the Stock Exchanges. 2.9. It is clarified that upon the approval of this Scheme by the shareholders of the Demerged Company and the Resulting Company under Sections 230 and 232 of the Act, the shareholders shall be deemed to have approved this Scheme under Sections 13, 14, 62 and any other applicable provisions under the Act and that no separate approval from the shareholders to that extent shall be required to be sought for the matters specified in this Scheme. 5. ACCOUNTING TREATMENT 3.1. Notwithstanding anything to the contrary herein, upon this Scheme becoming effective, the Demerged Company and the Resulting Company shall give effect to the accounting treatment in its books of account in accordance with the accounting standard specified under Sectio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and the face value of New Shares Issued by the Resulting Company will be credited to securities premium account of the Resulting Company. (iv) The difference between the value of new equity shares issued under Clause 2.1 of Part B and the aggregate values of Net Assets (refer sub-clause (i) above) shall be debited to goodwill or as the case may, be credited to capital reserve. (v) Having recorded the transfer of the assets and the liabilities as aforesaid and after receiving the relevant information on the fair values of assets acquired and liabilities assumed, the Resulting Company shall, to comply with the provisions of Indian Accounting Standards and more specifically Ind AS 103, 'Business Combinations', notified under Section 133 of the Act, read with the rules made there under and other Generally Accepted Accounting Principles, make necessary accounting adjustments, such that all identifiable assets acquired and liabilities assumed (including assets and liabilities not specifically recognized by the Demerged company in its financial statements) ( Identifiable Net Assets ) are reflected at their Appointed Date fair values within the measurement period specified i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eceived by the Demerged Company, even if the prescribed time limits for claiming such refunds or credits have lapsed. Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any Other Tax, in relation to the operation and activities of the Demerged Undertaking on or after the Appointed Date shall belong to and be received by the Resulting Company, even if the prescribed time limits for claiming such refunds or credits have lapsed. 4.4. Any Tax incentives, subsidies, exemptions, special status, tax benefits (including but not limited to export incentives, credits/ incentives in respect of income tax, sales tax, value added tax, GST, turnover tax, excise duty, service tax etc.), duty drawbacks, and other benefits, credits, exemptions or privileges enjoyed, granted by a Governmental Authority or availed of by the Demerged Company shall, without any further act or deed, in so far as they relate to or are available for the operation and activities of the Demerged Undertaking on or after the Appointed Date, vest with and be available to Resulting Company on the same terms and conditions, as if the same had been allotted and / ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , notwithstanding anything contained in this Clause, be transferred by the Demerged Company to the Resulting Company in accordance with Applicable Laws. The Demerged Company and Resulting Company shall take such actions as may be necessary under Applicable Law to effect such transfer. GST credits and GST Liability pertaining to the activities or operations of the Demerged Undertaking between the Appointed Date and the Effective Date shall, notwithstanding anything contained in this Clause be dealt with in accordance with Applicable Laws. 4.8. All liabilities under Tax Laws which relate exclusively or predominantly to the activities or operations of the Demerged Business prior to the Appointed Date shall remain the liabilities of the Demerged Company after the Effective Date, regardless of whether such liabilities arise on or after the Appointed Date. All liabilities under Tax Laws which relate exclusively or predominantly to the activities or operations of the Consumer Products Business on or after the Appointed Date shall become the liabilities of the, Resulting Company upon effectiveness of the Scheme. 4.9. If the Demerged Company makes any payment to discharge any liabilit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any party to any contract or arrangement, to which the Demerged Company is a party in relation to the Demerged Undertaking, as may be necessary to be executed in order to give formal effect to the above provisions, the Resulting Company shall be deemed to be authorised to execute any such writings on behalf of the Demerged Company and to carry out or perform all formalities or compliances required for the purposes referred to above on the part of the Demerged Company. 7. LEGAL PROCEEDINGS 7.1. All legal proceedings pertaining to the Demerged Undertaking of whatsoever nature by or against the Demerged Company pending and/or arising before the Effective Date, shall not abate or be discontinued or be in any way prejudicially affected by reason of the Scheme or by anything contained in this Scheme but shall be continued and enforced by or against the Resulting Company, as the case may be, in the same manner and to the same extent as would or might have been continued and enforced by or against the Demerged Company. It is hereby expressly clarified that any legal proceedings by or against the Demerged Company in relation to cheques and other negotiable instruments, payment orders ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... grains. vegetable, fruits, dairyfarms. salts and agricultural produce of all kind's and in particular, canned and preserved fruits and foodstuffs including pulses, spices and canned goods such as syrups, vinegar assavas, sweets, condiments, baby food, fruit products, vegetables of all kind, milk, cream, butter, cheese, poultry and all allied and by-products thereof and for the purposes thereof to establish preservation centres at any place or places and to develop such and other allied businesses to give subsidies to farmers, fishermen and other persons doing such business or who can grow and/or procure necessary materials required by the Company. (10A) To carry on the business of buyers, sellers, traders, importers, exporters, manufacturers, dealers whether by self or any third party, processors, commission agents, distributors, dealers and representatives in any legal form and also to process, produce, mix, pack, preserve, freeze, extract, refine and deal in all types of food including but not limited to confectionary, nutrition, milk and milk products, processed foods, performance nutrition, fibres, all kind of flour whether single or multi grain, health and wellness fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Authorised Share Capital of the Company is ₹ 125,00,00,000 (Rupees One Hundred and Twenty-Five Crores) divided into 125,00,00,000 (Rupees One Hundred and Twenty-Five Crores) Equity Shares of Re. 1 (Rupee One) each with power to increase and reduce the capital of the Company or to divide the shares in the capital for the time being into several classes and to attach thereto respectively any preferential, deferred qualified or special rights, privileges or condition as may be determined by or in accordance with the Articles of the Company and to vary, modify or (sic) any such rights, privileges or conditions in such manner as may be for the time being provided by the Articles of the Company and the legislative provisions for the time being in force. 9.3. Further, the articles of association of the Resulting Company shall also without any act, instrument or deed be and stand altered, modified and amended pursuant to Sections 14 and 61 of the Act and other applicable provisions of the Act, as the case may be, and the existing Clause 3A of the articles of association of the Resulting Company be replaced by the following clause: 3A The Authorised Share Capital of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ect to the Applicable Law, the existing provident fund, gratuity fund and pension and/or superannuation fund/trusts, retirement funds or employees state insurance schemes or pension scheme or employee deposit linked insurance scheme or any other benefits, if any, created by the Demerged Company for employees engaged in or in relation to the Demerged Undertaking, shall be continued on the same terms and conditions and will be transferred to the necessary funds, schemes or trusts of the Resulting Company without any separate act, deed or approval and rill the time such necessary funds, schemes or trusts are created by the Resulting Company, all contribution shall continue to be made to the existing funds, schemes or trusts of the Demerged Company. 11. CHANGE OF NAME OF THE RESULTING COMPANY 11.1. Upon this Scheme becoming effective, the name of the Resulting Company shall stand changed to 'Tata Consumer Products Limited' or such other name which is available and approved by the Registrar of Companies, by simply filing the requisite forms with the relevant Governmental Authority and no separate act, procedure, instrument, or deed and registration fees shall be required ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter, whether or not in respect of any matter arising before the Effective Date, which does not specifically pertain or relate to the Demerged Undertaking (including those relating to any right, power, liability, obligation or duty, of the Demerged Company in respect of the Remaining Business) shall be continued and enforced solely by or against the Demerged Company only, without any liability arising on the Resulting Company or its shareholders. 1.3. the Demerged Company shall carry on all business and activities pertaining or relating to the Remaining Business in its own name and on its own account and its own behalf in all respects. 2. CONDUCT OF BUSINESS TILL EFFECTIVE DATE 2.1. With effect from the Appointed Date and up to and including the Effective Date: 2.2.1 the Demerged Company (with respect to the Demerged Undertaking) shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of the assets for and on account of, and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the Demerged Company and the Resulting Company under Sections 230 to 232 of the Act shall be deemed to have their approval under applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if and to the extent required and that no separate approval of the of the Board or audit committee or shareholders shall be required to be sought by either of the Demerged Company and/or the Resulting Company. 4. PROPERTY IN TRUST Notwithstanding anything contained in this Scheme, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom are transferred, vested, recorded, effected and/or perfected, in the records of the Governmental Authority (ies), regulatory bodies or otherwise, in favour of the Resulting Company, the Resulting Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rged Company and Resulting Company in writing, the Demerged Company and the Resulting Company shall not be entitled to withdraw the Scheme unilaterally without the prior written consent of the other company. 8. SCHEME CONDITIONAL ON APPROVALS/ SANCTIONS The Scheme is and shall be conditional upon and subject to the followings: 8.1. The requisite consents, no-objections and approvals of the Stock Exchanges and SEBI to the Scheme in terms of the SEBI Circular, on terms acceptable to the Demerged Company and the Resulting Company; 8.2. The Scheme being approved by respective requisite majorities in numbers and value of such classes of members and creditors of the Demerged Company and the Resulting Company as may be directed by the NCLT under Sections 230 and 232 of the Act; 8.3. The Scheme being approved by the majority of public shareholders of the Demerged Company and the Resulting Company (by way of e-voting) as required under the SEBI Circular. The term 'public' shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957; 8.4. The Scheme being sanctioned by the NCLTs under Sections 230 to 232 of the Act, on term ..... X X X X Extracts X X X X X X X X Extracts X X X X
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