f3l~~arJcar · Transferor Company l ") as per the directions of National r-2..r Company Law...

group Date: 9th November, 2018

To, Equity Shareholder

Dear Sirs,

Re: Scheme of Merger by Absorption of DDB Marketing Services Private Limited ("Transferor Company 1 ") and Prime Green Media Private Limited (wrransfcror Company 2") by DDB Mudra Private Limited ("Transferee Company") and their respective Shareholders and Creditors

Notice is hereby given in pursuance of sub-section (5) of section 230 of the Companies Act, 2013, that as directed by the Mumbai Bench of the National Company Law Tribunal by an order dated pt day of November, 2018 under sub-section (1) of section 230 of the Act, a meeting of the equity shareholders of DDB Marketing Services Private Limited shall be held on Tuesday, the 11 thday of December, 2018 at 10.00 am at Mudra House, Opp. Grand Hyatt, Santacruz (E), Mumbai-400 055, to consider and approve the Scheme of Merger by Absorption of DDB Marketing Services Private Limited ("Transferor Company 1 ") and Prime Green Media Private Limited ("Transferor Company 2") by DDB Mudra Private Limited ("Transferee Company") and their respective Shareholders and Creditors ("the Scheme").

Accordingly, please find attached the notice along with the explanatory statement for the meeting of equity shareholders on Tuesday, the 11 th day of December, 2018 at I 0.00 A.M.

Request yo\to acknowledge the receipt of the same. '\

For DDB M i<eting Services Private Limited

f3l~~arJcar Chairman appointed for the meeting Date: 9th November, 2018 Place: Mumbai

Enclosure: Copy of notice with statement as required under section 23 0(3)

DOB Marketing Services Pvt. Ltd.

CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Mumbai 400055 Mallarasllira

T +91 22 33080808 F +91 22 33080304

[email protected] www.ddbrnudragroup.com

DDB0 mudragroup

DOB Marketing SeNices Pvt. Ltd

CIN U74300MH2004PTC7 5002

Regd. Office Mudra House Opp Grand Hyatt Santacruz Eas Mumbai 400055 Maharashtra

T +91 22 33080808 F +91 22 33080304

[email protected] www.ddbmudragroup.com

DDB"mudragroup

1

group DDB MARKETING SERVICES PRIVATE LIMITED

Mudra House, Opp. Grand Hyatt, Santacruz (E), Mumbai-400 055

CIN: U74300MH2004PTC150026 E-mail: sachin.vll~hlnkarra)ddbniudiragnm11.com /

[email protected]

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF DDB MARKETING SERVICES PRIVATE LIMITED CONVENED IN

ACCORDANCE WITH THE ORDER OF NATIONAL COMPANY LA \V TRIBUNAL

MEETING: -----·. ----------------· ------

Day Tuesday -- --

Date December 11, 2018 Time 10.00 a.m.

-------------..

Venue )0 Mudra House, Opp. Grand Hyatt, Santacruz (E), Mumbai-4( 055

--

Sr. Contents Page No No

-------------··---·-

1 Notice Convening Meeting of the Equity Shareholders of DDB Marketing Services Private Limited ("The Transferor Company l ") as per the directions of National r-2..r Company Law Tribunal, Mumbai Bench.

--------·- --- --·--·-------·-

2 Explanatory Statement under Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, _6- 2_.o 2016 and Section 102 and other applicable provisions of the Companies Act, 2013.

3 Scheme of Merger by Absorption of DDB Marketing Services Private Limited and Prime Green Media Private

2l -c.,- l Limited by DDB Mudra Private Limited and their respective Shareholders and Creditors -- -·----- -·-··- ------·------

4 Board Resolution dated 14th July 2018 of the Company 4,2--4 approving the Scheme

---· --·---·-··

5 Auditor's certificate confirming that the accounting treatment proposed in the Scheme is in conformity with the

Lrcr~t;; accounting standards prescribed under Section 133 of the Companies Act 2013.

b[ !

- -- -------·-------·-- --- ---- --------------- ---

6 Form of Proxy ~6_-is_ ----

7 Attendance Slip ______ ,_§ 9 - 7 o __

- I -I _I

group Form No. CAA.2

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH, AT MUMBAI

C.A.(CAA)/1161/MB/2018

In the matter of the Companies Act, 2013 And

In the matter of Scheme of Merger by Absorption of DOB Marketing Services Private Limited and Prime Green Media Private Limited by DDB Mudra Private Limited and their respective Shareholders and Creditors

And In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

DOB Marketing Services Private Limited, a )

company incorporated under the Companies Act, ) ) ) ) )

1956 having its Registered Office at Mudra House,

Opp. Grand Hyatt, Santacruz (E), Mumbai-400 First Applicant Company

055, Maharashtra, India

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF THE FIRST APPLICANT COMPANY

To, The Equity Shareholders of DOB MARKETING SERVICES PRIVATE LIMITED (the "First Applicant Company"/ "Transferor Company 1 ")

Notice is hereby given that by an Order dated the 1st November, 2018, the Mumbai Bench of the National Company Law Tribunal has directed a meeting to be held of the Equity Shareholders of the Transferor Company 1 for the purpose of considering, and if thought fit, approving with or without modification, the arrangement embodied in the Scheme of Merger by Absorption of DDl3 Marketing Services Private Limited and Prime Green Media Private Limited by DDB Mudra Private Limited and their respective Shareholders and Creditors.

DDB Marketing Services Pvt. Ltd. CIN U74300MH2004PTC150026

. Md H In pursuance of the said Orders and as directed therein, further notice is hereby Regd. Office u ra ouse . OppGrandHyatlSantacruzEaSlgiven that the meetino of Ec1uity Shareholders of the Transferor Com mm)' 1 will Mumbai 400055 Mal1arashlra b t

T+91 223308080s be held on Tuesday, I I th December, 2018 at Mudra House, Opp. Grand Hyatt. F+

912233080304 Santacruz (E), Mumbai-400 055, Maharashtra, India at 10.00 a.m. at which the [email protected] said Equity Shareholders are requested to attend. vN-1W.ddbmudragroup.com

DDB0 mudragroup

group

To consider and, if thought fit, approve with or without modification(s). the following resolution under Section 230 read with Section 232 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and other applicable provisions of Companies Act, 2013, and the provisions of the Memorandum and Articles of Association of the Company for approval of the arrangement embodied in the Scheme of Merger by Absorption of DDB Marketing Services Private Limited and Prime Green Media Private Limited by DDB Mudra Private Limited and their respective Shareholders and Creditors ("the Scheme'"):

"RESOLVED THAT pursuant to the provisions a/Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act'') including any statuto1y modification or re-enact1nent thereof for the time being in force and subject to approval of the National Company Lcnv Tribunal at Mumbai, Scheme ofAferger by Absorption of DDB A/farketing Services Private Liniited and Prime Green Media Private Limited by DDB Mudra Private Limited and their respective Shareholders and Creditors ("the Scheme") as circulated along with the notice of the 1neeting, placed before this meeting and initialled by the Chairman of the meeting for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER Tl/AT the Board be and is hereby authorized to do all such acts, deeds, nwtters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and eifective{v implement the amalgamation embodied in the Scheme and lo accfpl

such modifications, amendments, limitations and/or conditions, [(any, H•hich may be required and/or imposed by the Mumbai Bench of the National Company Law Tribunal while sanctioning the arrangement embodied in the Schenze or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper. "

TAKE FURTHER NOTICE that the Copies of the said Scheme, and of the statement under section 230 of the Companies Act, 2013 can be obtained free of charge at the registered office of the Company. 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 Mudra House, Opp. Grand Hyatt, Santacruz (E), Mumbai-400 055 not later than 48 hours

DDB Marketing Services Pvt. Ltd before the meeting. CIN U74300MH2004PTC150026

Regd.OfficeMudraHouse Forms of proxy can be had at the registered office of the Company. Opp Grand Hyatt Santacruz East Murnbai 400055 Maharashtra

T +91 22 33080808 F +91 22 33080304

[email protected] www.ddbrnudragroup.corn

DDB0 mudragroup

The Tribunal has appointed Mr. Viral Desai, Authorised Signatory of the Company failing him Mr. Devang Shah, Authorised Signatory of the Company and failing him, Mr. Sachin Velankar, Authorised Signatory, as chairman of the

gr up said meeting. The abovementioned Scheme, if approved by the meeting, vvill be subject to the subsequent approval of the tribunal.

Dated this 9th day of November, 2018

Registered Office: Mudra House, Opp. Grand Hyatt, Santacruz (E), Mumbai-400 055

Sd/-Mr. Sachin Velankar

Chairman appointed for the meeting


CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Mumbai 400055 Maharashtra

T +97 22 33080808 F +91 22 33080304

[email protected] www. ddbrnudragroup. corn

DDB0 mudragroup

DOB Marketing SeNices Pvt. Ltd.

CIN U74300MH2004PTC150026


T +91 22 33080808 F +91 22 33080304


DDB0 mudragroup

group Notes:

1. A MEMBER 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 TO BE A MEMBER OF THE APPLICANT COMPANY. The instrument appointing proxy should, however, be deposited at the Registered Office of the Company not less than 48 (forty-eight) hours before the commencement of the meeting. Proxies/ authorisations submitted on behalf of body corporate, societies etc. must be supported by appropriate resolution/ authority, as applicable.

2.

3.

4.

5.

A person can act as proxy on behalf of Members not exceeding fifly and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights, provided that a Member holding more than ten percent, of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or member.

Only registered Equity Shareholders of the Applicant Company may attend and vote ( either in person or by proxy or by Authorised Representative under Section 113 of the Companies Act, 2013) at the Meeting. The Authorized Representative of a body corporate which is a registered Equity Shareholder of the Applicant Company may attend and vote at the Meeting provided a certified true copy of the resolution or the Board of Directors under Section 113 of the Companies Act, 2013 or other governing body of the body corporate authorizing such representative 10

attend and vote at the Equity Shareholders' Meeting is deposited at the registered office of the Applicant Company not later than 48 hours before the schedule time of the Meeting.

A Member or his Proxy is requested to bring the copy of the notice to the meeting and produce at the entrance of the meeting venue, the attendance slip duly completed and signed.

The Company has appointed Mrs. Krupali A. Mahorey, Practicing Company Secretary as the Scrutinizer for conducting the entire ballot process in a fair and transparent manner.

All documents referred to in the notice, and the explanatory statement attached hereto, are open for inspection up to one day prior to the said meeting, at the Registered Office of the Company between I 0:00 /\.M. and 12:30 P.M. on all working days, except Saturdays, Sundays and Public Holidays.

group BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH, AT MUMBAI

C.A.(CAA)/1161/MB/2018

In the matter of the Companies Act, 2013

And

In the matter of Scheme of Merger by Absorption of DDB Marketing Services Private Limited and Prime Green Media Private Limited by DDB Mudra Private Limited and their respective Shareholders and Creditors

And

In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

M/s DDB Marketing Services Private Limited Company 1

... The Transferor

EXPLANATORY STATEMENT UNDER SECTION 230(3) OF THE COMPANIES ACT, 2013 FOR THE MEETING OF EQUITY SHAREHOLDERS OF DDB MARKETING SERVICES PRIVATE LIMITED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL

I.


CIN U74300MH2004PTC150026

Pursuant to an Order dated November 1, 2018 passed by the National Company Law Tribunal Bench at Mumbai in the C.A.(CAA)/1161/MB/2018 referred to hereinabove, a meeting or the Equity Shareholders of Prime Green Media Private Limited is being convened and held at Mudra House, Opp. Grand HyatL Santacruz (E),

Mumbai-400 055 on Tuesday, December 11, 2018 at 10.30 am for the purpose of considering and if thought fit, approving with or with out modification(s), the proposed Scheme of Merger by Absorption of DDB Marketing Services Private Limited and Prime Green Media Private Limited by DDB Mudra Private Limited and their respective Shareholders and Creditors ('Scheme' or 'the Scheme')

Regd. Office Mudra House 11. Opp Grand Hyatt Santacruz East Mumbai 400055 Maharashtra

T +91 22 33080808 F +91 22 33080304


DDB0 mudragroup

Hereafter in this, DDB Marketing Services Private Limited is referred to as the Transferor Company 1 and Prime Green Media Private Limited is referred to as the Transferor Company 2 and both companies arc collectively referred to as the Transferor Companies and DDB Mudra Private Limited is referred to as the Transferee Company.


CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Mumbai 400055 Maharashira

T ➔·91 22 33080808 F ~91 22 33080304


DDB0 mudragroup

gr up

iii. Background of the Companies involved in the scheme is as under:

DDB Marketing Services Private Limited ('Transferor Company l ') a) Name of the company: DDB Marketing Services Private Limited b) Corporate Identification Number (CIN): U74300MH2004PTC 150026 c) Permanent Account Number (PAN): AACCK5036O d) Date of incorporation: December 15, 2004 e) Type of the company: Private Limited Company f) Registered office address and e-mail address: Mudra House, Opp.

Grand Hyatt, Santacruz (E), Mumbai-400 055 Email id: corp.finance(ijJddbmudragroup.coin

g) Summary of main object as per the memorandum of association:

e To carry on the work of product promotions, sales campaigns, media campaigns, holding exhibitions and all other types and modes of promotional activities fr;r products and services.

e To carry on the work of Event Management, by acting as Managers, Administrators, Organizers, Canvassers and Marketing Agents for any person, group or organization, in the field of business, industry entertainment and l[festyle and to organize sponsorships for all types of events andfzmctions.

h) C 't I St t ap1 a TUC ure 0 fth C e ompany as on Particulars

Authorised

3 pl O t l 7 0 1 8 . C O )Cr "-- 1s as unc e __ ,, ----- ---··----··----

Amount in I -·· ------- - ·-·------- ----

r:

<s.

5,00,000 equity shares of Rs. 10/- each

Total

Rs. 50J)0.0 00/-

00/------------·- -------·--

Rs. 50,00,0 -·

Issued, Subscribed & Paid-up

4,90,000 equity shares of Rs. 10/- each Rs. 49,00.0

Total

00/

)0/-Rs.49,00,0C

Prime Green Media Private Limited ('Transferor Company 2') a) Name of the company: Prime Green Media Private Limited b) Corporate Identification Number (CIN): U22300MH2008PTC 178363 c) Permanent Account Number (PAN): AAECP5254E d) Date of incorporation: January 29, 2008 e) Type of the company: Private Limited Company f) Registered office address and e-mail address: Mudra I-louse, Opp.

Grand Hyatt, Santacruz (E), Mumbai-400 055, Email id: sachin.velankar(iilddbmudrar,:ruup.con1-. __ corp. finance(ci)ddbmudra,,grou p.corn

DDB Marketing SeNices P,~. Ltd.

CIN U74300MH200-1PTC150026


T +91 22 33080808 F ~91 22 33080304


DDB0 mudragroup

group g) Summary of main object as per the memorandum of association:

• To set up, conduct and exploit business opportunities for outdoor advertising in general and engage in the business q/ outdoor advertising media and signage and in particular large format spectacular displayers, to maintain media and signage products, to market media and signage products including advertising techniques and packaging, to carry out and engage in any other signage related business and to render consultancy services and provide turnkey solutions in outdoor advertising and related business, to utilise renewable energy like solar energy, 1vind energy by competent application of technology in lvfedia and Afass communication and supply for public utilities like street lighting, traffic signals, outdoor signages, heritage sites, sea beaches, public places of interest, Government Institutions, Airports, railway Stations at Urban & rural areas, to support the creation of research and development institutes/or renewable energy lo bC' used in Media and Mass conununications.

• To establish, maintain, conduct, render, provide, procure or make available services of every kind and to carry on the business or vocation, in any part oflndia or else·where in the world, including acting as consultants, advisers and agents on all matters and problems in the field of advertising, publicity, comnnmications and marketing in all kind of media in any manner whatsoever, printers of all kind, engravers, lithographers, stereozypes, electrotype, photographers, designers and type founders, to act as marketers, advertising, publicity and. marketing so.fhvare developer, to carry on the business ofproduction, distribution, exhibitions, processing, consultation, importers, exporters, purchaser, seller, take on hire and otherwise acquire and otherwise deal in all kind of jiltns, feature films and pictures with every description, variety, nature and subjects and in all its branches and .formats whatsoever and to carry out all other related activities like choreography, audiography, sound editing, art direction, preparation of design. and erections q/ sets, production co-ordination, script and dialogue writing, consultancy, editing, dubbing, subtitling, translating in any language, including transfer of.films to video cassettes and/or compact disc in any version and vice versa and to carry out all other related pre and post production activities and to set up, establish, undertake, ,naintain, make available, install and run the hardware and software systems required for above and to act os Advisors, Agents, Managers and Supervisors on all matters related to above.

h) Capital Structure of the Company as on 3 pt October 2018 is as under:

DDB Marketing Services Pvt. Ltd.

CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Murnba-, 400055 Maharashtra

T +91 22 33080808 F +91 22 33080304


DDB0 mudragroup

group --------

Particulars Amount in Rs. Authorised 2,50,000 equity shares of Rs. 10/- each Rs. 25,00,000/-

Total Rs. 25,00,000/-


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

Total Rs.1,00,000/-

DDB Mudra Private Limited ('Transferee Company') a) Name of the company: DDB Mudra Private Limited b) Corporate Identification Number (CIN): U74300MH l 980PTC022276 c) Permanent Account Number (PAN): AAACM5763H d) Date of incorporation: February 28, 1980 e) Type of the company: Private Limited Company £) Registered office address and e-mail address: Mudra House, Opp.

Grand Hyatt, Santacruz (E), Mumbai-400 055, Email id: sachin.velankar(q~ddbmudrai:'.n)up.coni _ corp.finance(a)ddbmudragroup.corn

g) Summary of main object as per the memorandum of association:

• To carry on the business of advertising, agents, consultants and contractors, news-agents, printing agents, newspaper cutting agents, bill posters, commission agents, promoters or organizers of or agents for advertisement or publicity scheme or methods, newspaper reporters, printers, engravers, lithographers, stereotypes, electrotype, photographers, photo-etchers, photographic Printers, designers, draught men and typejrxunders.

• To carry on the business, in any part of'fndia or elsewhere in the world, to evaluate, set up, design, develop, provide, undertake, install, maintain, distribute, import, export and deaf; a) In systems and application software for own u:ie or otherwise

in all areas including media, media planning tools, enterprise resource planning tools for advertising and other related services.

b) In web designing, web hosting, web consultancy, e-comrnerce soflware, multimedia soflware, interactive kiosks on beha~f' ol mvners or users of computers systems, provider of' Internet related soflware services and e-commerce software services.

c) In Internet Portals and sites of varied interest for I he purpose of providing e-commerce services, buy/.sell all types o_fservices, goods and commodities in India and Outside India and

---

----

---

---


CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Mumbai 400055 Maharashira

T +91 22 33080808 F +91 22 33080304


DDB0 mudragroup

group d) To set up, establish, undertake, maintain, make available,

install and run the hardware and software systems required/hr above and to act as Advisors, Agents, Consultants, lvlanagers and Supervisors on all matters related to above.

e) To acquire, create, 1nanage, market and re-trade in various forms of online and ofl-line, text, digitized, audio-visual contents for self and clients, including right to acquire, manage hold in part or perpetuity the rights, copyrights and intellectual property rights to such contents.

(a) To carry on the business of production, distribution, exhibitions, processing, consultation, financiers, importers, exporters, purchaser, seller, take on hire and otherwise acquire and otherwise deal in all kind ofjilms, feature films and pictures with every description, variety nature and subjects and in all its branches including motion pictures, cinematographic films, television films and serials, video films, audio and video sofiwore, promotional /films, educationalfilms, advert is ingfifms, animal ion .fzbns, short films, documentary films, exhibition films, sponsored programmes, news coverage, sports coverage, all kinds of audio/video progranunes and to carry out all other related activities like choreography, audiography, sound editing, art direction, preparation of design and erections q/sets, production co-ordination, script and dialogue writing, consultancy, editing, dubbing, subtitling, translating in any language, including transfer offilms to video cassettes and/or compact disc in any version and vice versa and to carry out all other related pre and post production activities and to set up, estabf ish, undertake, maintain, make available, install and run the hardware and software systems required for above and to act as Advisors, Agents, Managers and Supervisors on all matters related lo

above, in any part of India or elsewhere in the world. (b) To establish, purchase, take 011 lease or hire or otherwise acquire and maintain and to sell, give on lease or hire television, audio/video, cine studios, laboratories, cinemas, picture pf aces, halls, theatres for exhibition, screening, production, processing, copying and printing of all kind a/films and to set up, establish, undertake, maintain, make available, install and run the hardware and software systems required.f<Jr above and to act as Advisors, Agents, Consultants, Managers and Supervisors on all matters related to above, in any part of India or elsewhere in the vvorld.

• To generate, accumulate, transnlit, distribute, purchase, sell and supply electricity power or any other energy fi·om the convention I non-conventional (e.g. fitel I hydro I thermal I wind I solar/ tidal I bio 1nass etc.) energy sources for captive we or on a commerciol basis to consumers and others or to any State I Central Electricilv

G


CIN U74300MH2004PTC150026


T +91 22 330B0808 F +91 22 3308030~


DDB0 mudragroup

group Board and Agency I Agencies in the line of activity of energy generation, transmission and distribution and to construct, lay down, establish, acquire, operate and nwintain pmver I energy generating stations, including building, structures, 1vorks, machineries, equipments, cables and to undertake or to canyon the business of nzanaging, owing, controlling, erecting, commissioning, operating, running, leasing or tran,1,ferring lo third person/s power plants and plants based 011 conventional or non-conventional energy sources.

h) C ·t 1 S t ft! C JOI 8. ap1 a true ure o 1e ompany as on cto Jer _ 1s as un er: --·-------- --------------- -----

d Particulars Amount in Rs.

·----~-- ---,--.. ·-·-

Authorised

4,90,000 equity shares of Rs. 10/- each Rs. 49,00,000/------ -·----------

1,000, 11 % Redeemable Non-Cumulative Rs. 1,00,000/-

Preference Shares of Rs. 100/- each

Total Rs. 50,00,000/-

..

------------··---·------ ----· --


2, 15,539 equity shares of Rs. 10/- each Rs. 21,55 ,390/-

Total Rs. 2 I ,55,390/--------

i) The shares of the Applicant Companies are not listed in any of the stock exchange (s).

j) Details of the names of the promoters and directors along with their addresses:

Transferor Company 1

Promoters:

Sr. Name Address No 1. DDB Mudra Private "Mudra House", Opp. Grand Hy att,

Limited Santacruz (E), Muml~ai_=400 055..: 2. Mudra Online "Mudra House", Opp. Grand Hy att

Technologies Private Santacruz (E), Mumbai-400 055. Limited Jointly with DDB Mudra Private Limited

-·-----·----------- _J

Directors:

I~~ I Name I Aclclrcss --1

i i

.. ____ j

I

... J


CIN U74300MH200LPTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz Easl Mumbai 400055 Maharashtra

T +91 22 33080808 F -,.91 22 33080304


DDB0 mudragroup

gr up -----·-----

1. Mr. Anurag Bansal E-404, Oberoi Splendor, Opp. Majas Depot, J V Link Road, Andheri (E), Mumbai -400 060

----·------·----- ---···-

2. Mr. Dara Akbarian 93, Grange Road, //04-06, Grange Residences, Singapore - 249614

3. Mr. N eera j Puri C-30, Chirag Enclave, New Delhi 110048

---··--

4. Mr. Aditya Ranjan D 101, Mittal Park, J R Mahatre Kanthy Road, Juhu, Mumbai - 400049

5. Mr. Vineet Gupta B 305, Chitrakut Environs. Vibhutipura, Bengaluru - 560 03 7

-----··---

Transferor Company 2

Promoters:

---·-·-------·-~ --·- ---- ---· -- -

Sr. Name Address No

-··-··--

1. DDB Mudra Private Limited "Mudra House", Opp. Grand

2. DDB Marketing Private Limited (as of DDB Mudra Limited)

Directors:

Sr. Name No 1. Mr. Anurag Bansal

Hyatt, Santacruz (E), Mumbai-400 055.

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

Services "Mudra House'', Opp. Grand nommee Hyatt, Santacruz (E), Mumbai-

Private 400 055.

-

Address

---------·---·-·-·-

E-404, Obcroi Majas Depot, J

Splendor, V Link

C )pp. )ad. RL

Andheri (E), Mumbai -400 060 .

2. Mr. Subrahmanyam Ravi A-201, Aditya Cosmos Herit age sar, CHS, Opp. Happy Valley, Chital

Manda pa, Thane - 400 610

Transferee Company

Promoters:

Sr. Name Address No - ------------ -·--

1. DDB Worldwide 437 Madison Avenue Nev v York, Communications Group NY 10022, United States Inc.

-·---~----

IV.

DDB Market'1ng SeNices Pvt. Ltd.

CIN U74300MH2004PTC150026 V.

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Mumbai 400055 Mal1arashtra

T +91 22 33080808 F +91 22 33080304


DDB0 mudragroup

gr up 2. Omnicom Group

Pacific) Pte. Limited (Asia 20 Kallang Avenue, //08-00 Pico I

Creative Center, Sing~1pore 3394 l_LJ

Directors:

--· ·-·-·· - ·---·

Sr. Name Address No

-·· --·-----··

1. Mr. Dara Akbarian 93, Grange Road, //04-06, Grange Residences, Singapore -- 249614

2. Mr. N eeraj Puri C-30, Chirag Enclave, New Delhi -

110048 ---

3. Mr. Aditya Ranjan D 101, Mittal Park, JR Mahatre Road, Kanthy Juhu, Mumbai - 400049

----

4. Mr. Vineet Gupta B 305, Chitrakut Environs, Vibhutipura, Bengaluru - 560 03 7

The Scheme was approved by the Board of Directors of all the companies in their meeting held on July 14, 2018. Details of directors of the Transferor Companies and Transferee Companywho voted in favour / against/ did not participate in the meeting of the Board of Directors of the Transferor Companies or Transferee Company are given below:

---·-·-·--·--·- - ---- ---- ..

Sr. No. Director Result of Voting __ Transferor Compan:y 1

-------·-·

1 Mr. Anurag Bansal Favour ( ) ----

2 Mr. Dara Akbarian Did Not Participate ----·---

3 Mr. N eera i Puri Did Not Pc:!In~i__p_~~l~-- ___ 4 Mr. Aditya Ranjan Kanthy Favour ( ✓

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

5 Mr. Vineet Gupta Favour( ✓)

Transferor Company 2 ----

1 Mr. Anurag Bansal Favour(✓)

2 Mr. Subrahmanyam Ravi Favour( ✓) -------

Transferee Company ------ -·-·

1 Mr. Dara Akbarian Did Not Participate 2 Mr. Neeraj Puri Did Not Participate

--~--

3 Mr. Aditya Ran_ian Kanthy Favour(✓) --·--·----··-------- - -····

4 Mr. Vineet Gupta Favour( ) ----

Details of the scheme of compromise or arrangement:

a) Parties involved in such compromise or arrangement;

• DDB MARKETING SERVICES PRIVATE LIMITED (CIN: U74300MH2004PTC 150026) (hereinafter referred to as ''Transferor

,_-,

DOB Marketing SeNIces Pvt. Ltd.

CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Mumbai 400055 Mal,arashlra

T +91 22 33080808 F -,-91 22 33080304

[email protected] \W/W .ddbrnudragroup .com

DDB0 mudragroup

group Company 1") is a Private Limited Company incorporated under the Companies Act, 1956, having its registered office at Mudra House, Opp. Grand Hyatt, Santacruz (E), Mumbai-400 055. The Transferor Company 1 is engaged in the business of advertising and marketing services. The Transferor Company 1 is a wholly owned subsidiary of the Transferee Company.

• PRlME GREEN MEDIA PRIVATE LIMITED (CIN: U22300MH2008PTC178363) (hereinafter referred to as "Transferor Company 2") is a Private Limited Company incorporated under the Companies Act, 1956, having its registered office at Mudra House, Opp. Grand Hyatt, Santacruz (E), Mumbai 400 055. The Transferor Company 2 is primarily engaged in the business of advertising and marketing services. The Transferor Company 2 is a wholly owned subsidiary of the Transferee Company.

• DDB MUDRA PRIVATE LIMITI]) (CIN: U74300MH1980PTC022276) (hereinafter referred to as ''Transferee Company") is a Private Limited Company incorporated under the Companies Act, 1956, having its registered office at Mudra Ilouse, Opp. Grand Hyatt, Santacruz (E), Mumbai 400 055. The Transferee Company is engaged in the business of advertising, marketing and related services. The Transferee Company is the holding Company of the Transferor Companies .

b) "Appointed Date" means April 1, 2018,

c) "Effective Date" means the date on which the certified copies of the order of Tribunal having jurisdiction over Mumbai sanctioning this Scheme is filed with the Registrar of Companies, Mumbai.

d) Dissolution of the Transferor Companies:

Upon this Scheme becoming effective and upon merger of the Transferor Companies into the Transferee Company in terms of the Scheme all the shares held by the Transferee Company in the Transferor Companies shall stand automatically cancelled and there shall be no further obligation in that behalf.

e) Share Exchange Ratio:

The Transferor Companies are direct wholly owned subsidiaries of the Transferee Company and the entire paid-up share capital or the Transferor Companies is held by the Transferee Company directly and through its nominees.


CIN U74300MH2004PTC150026


T +91 22 33080808 F -,91 22 33080304


DDB0 mudragroup

group On the Scheme corning into effect, the entire issued, subscribed and paidup share capital of the Transferor Companies shall, ipso facto, without any fmiher application, act, deed or instrument stand extinguished and cancelled and no new shares of the Transferee Company will be issued or allotted with respect to the shares held in the Transferor Companies.

The share certificates issued by each of the Transferor Companies in relation to their respective shares shall, without any further application, act, instrument or deed, be deemed to be and stand automatically cancelled as on the Effective Date. In relation to shares of any of the Transferor Companies which are held in dematerialized form, the Transferee Company shall execute and take all necessary steps, actions, matters or things and make all necessary filings, as required to give effect to the cancellation.

O There is no debt restructuring proposed under the Scheme.

g) Salient features of the Scheme:

• Pursuant to the scheme of merger by absorption the whole of the

unde1iaking of the Transferor Companies shall stand transferred to the

Transferee Company as a going concern, including:

a) all their current and non-current assets (including investments, bank

balances), properties (whether movable or immovable. tangible or

intangible, personal, corporeal or incorporeal, present, future or

contingent) including rights, if any, in licences, permits whether

recorded in the books or not (hereinafter referred to as ''the said

Assets'').

b) all secured (if any) and unsecured debts, outstanding, liabilities.

contingent liabilities, duties and obligations (if any) of the

Transferor Companies and all other obligations of whatsoever kind

whether recorded in the books or not (hereinafter referred to as "the

said Liabilities").

c) Without prejudice to the generality of sub-clauses (a) and (b) above.

the Undertaking of the Transferor Companies shall include all their

secured and unsecured debts, borrowings, liabilities including

deferred tax liabilities (if any), duties and obligations and all the

assets, claims to be set off and properties, whether movable or

immovable, real or personal, in possession or reversion, corporeal

or incorporeal, tangible or intangible (including, but not limited to,


CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz Eas1 Mumbai 400055 Maharashtra

T +91 22 33080808 F +91 22 33080304


DDB0 mudragroup

group trademarks, copyrights, trade names, brand names, corporate

names, logos, goodwill, business methodologies, etc.), present or

contingent, all fixed assets, current assets, deferred tax assets (i r any), investments, reserves, provisions, funds, Dernat accounts with

the Depositories (if any), Banks, etc., all the licenses I permits.

registrations including registrations obtained under local or central

statutes and / or regulations made under such statutes, benefits of

agreements, contracts and arrangements, including insurance

contracts, deposits, reserves, provisions, advances, receivables,

funds, cash, bank balances, accounts and all other rights, claims and

powers, of whatsoever nature and wheresoever situated belonging

to or in the possession of or granted in favour of or enjoyed by the

Transferor Companies, as on the Appointed Date.

d) All agreements, rights, contracts, entitlements, licenses, permits,

permissions, incentives, approvals, registrations, tax deferrals and

benefits and credits, subsidies, concessions (including but not

limited to direct and indirect tax concessions/ credits of any nature

whatsoever), grants, rights, claims, leases, tenancy rights, liberties.

and all other approvals of every kind, nature and description

whatsoever relating to the business activities and operations of the

Transferor Companies.

e) Entitlements held by the Transferor Companies or which may

accrue or become due to it as on the Appointed Date or to which it

may become so due or entitled to thereafter.

f) Amounts claimed by the Transferor Companies whether or not so

recorded in their respective books of accounts from any

Governmental Authority, under any Law, Act or Rule in force, as

refund of any tax, duty, cess or of any excess payment.

g) Right to any claim made or not preferred by the Transferor

Companies in respect of any refund of tax, duty, cess or other

charge, including any erroneous or excess payment thereof made by

the Transferor Companies and any interest thereon, with regard to

any Law, Act or Rule or Scheme made by the Governmental

Authority, and in respect of deferred revenue expenditure.

deduction, exemption, rebate, allowance, amortization benefit, or

any other or like benefits under the said Acts or under and in

DDB Marketing SeNiCBS Pvt. Ltd.

CIN U74300MH2004PTC150026


T +91 22 33080808 F +91 22 33080304


DDB"mudragroup

ragroup accordance with any Law or Act and tax credits (including but not

limited to credits in respect of income-tax, tax on book profits,

MAT credit, value added tax, sales tax, service tax, excise duty,

goods and service tax, etc.).

• The Transferee Company shall upon the Scheme coming into effect record the assets and liabilities, if any, of the Transferor Companies vested in it pursuant to this Scheme, at the respective book values thereof and in the same form as appearing in the books of the Transferor Companies.

• The identity of the reserves of the Transferor Companies shall be preserved and the Transferee Company shall record the reserves of the Transferor Companies in the same form, manner and at the same values as they appear in the financial statements of the Transferor Companies.

• Pursuant to the amalgamation of the Transferor Companies with the Transferee Company, the inter-company balances between the Transferee Company and the Transferor Companies, if any appearing in the books of the Transferee Company shall stand cancelled and there shall be no further obligation in that behalf.

• The value of investments held by the Transferee Company in the Transferor Companies shall stand cancelled pursuant to amalgamation.

• Excess of Net Assets ("Net Assets" means difference or book value of assets transferred over the book value of liabilities and reserves) over the value of investment shall be recorded as Capital Reserve in the books of the Transferee Company. However, in case of excess of value of investment over Net Assets ("Net Assets" means difference of book value of assets transferred over the book value or liabilities and reserves) shall be adjusted against the Reserves of the Transferee Company.

• In case of any difference in accounting policy between the Transferor Companies and the Transferee Company, the accounting policies followed by the Transferee Company will prevail and the difference shall be quantified and adjusted in the Reserve in the books of accounts of the Transferee Company.

• Any provisions created by the Transferee Company for investments made in the Transferor Companies / loan given to the Transferor Companies shall be reversed and credited to the profit & loss account of the Transferee Company for financial year in which Scheme becomes effective.


CIN U74300MH200tPTC150026


T +91 22 33080808 F +91 22 33080304


DDB"mudragroup

g~ up

• In addition, the Transferee Company shall pass such accounting entries, as may be necessary, in connection with the Scheme, to comply with any of the applicable accounting standards and generally accepted accounting principles adopted in India.

• The Scheme is conditional upon and subject to:

a. The approval by the requisite majority of the shareholders and / or creditors (as may be required and/ or to the extent not dispensed with by the Appropriate Authorities) of the Transferor Companies. as required under applicable Laws;

b. The requisite sanction or approval of the Appropriate Authorities being obtained and/ or granted in relation to any or the matters in respect of which such sanction or approval is required;

c. Sanctions and Orders under the applicable provisions of the Act / Laws being obtained by the Transferee Company and the Transferor Companies from the Appropriate Authorities: and

d. Certified copies of the orders of the Appropriate Authorities, sanctioning the Scheme being filed with the Registrar or Companies, Mumbai at Maharashtra by the Transferee Company and the Transferor Companies

h) Rationale for the Scheme:

All the Transferor Companies are direct wholly-owned subsidiaries or the Transferee Company with similar business activities. In order to consolidate and effectively manage the Transferor Companies and the Transferee Company in a single entity, which will provide several benefits including synergy, optimal utilization of resources, economies of scale. attain efficiencies and cost competitiveness, it is intended that the Transferor Companies be merged with the Transferee Company. The rationale for the Scheme, inter alia, is as follows:

1. Rationalizing the group structure to ensure optimized legal entity structure;

11. Reducing the number of legal entities, resulting into lesser administrative and regulatory compliances;

u1. Enable greater / enhanced focus of the management on the business; and

1v. creating enhanced value for shareholders and allow a focused strategy in operations, which would be in the best interest of all its shareholders, creditors and all other stakeholders.

'...,.,

group In view of the aforesaid, the Board of Directors of the Transferee Company and the Transferor Companies have considered and proposed the Merger by Absorption of the entire undertaking and business of the Transferor Companies by the Transferee Company. Accordingly, the Board of Directors of the Transferee Company and the Transferor Companies have formulated this Scheme for the transfer and vesting of the entire undertaking and business of the Transferor Companies into the Transferee Company pursuant to the provisions of Sections 230 to 232 read with other applicable provisions of the Act.

i) Benefits of the compromise or arrangement as perceived by the Board of directors to the Company, members, creditors and others is as per the rationale for the Scheme of amalgamation.

vi. Disclosure about the effect of the compromise or arrangement on:


CIN U74300MH2004PTC150026 , •


T +91 22 330B0808 F -+91 22 33080304


DDB0 mudragroup

VII.

a. Key managerial personnel: The proposed scheme does not have any adverse effect on the interest of the key managerial personnel of the Transferor Companies and/or the transferee Company.

b. Directors: The Scheme will have no effect on the directors of' the Transferor Companies and Transferee Company.

c. Promoters: The proposed Scheme does not have any adverse effect on the interest of the Promoters of the Transferor Companies and/or the Transferee Company;

d. Non-promoter members: There are no non-promoter members in the Transferor Companies and Transferee Company

e. Depositors: The Transferor Company and Transferee Company does not have any depositors.

f. Creditors: Interest of the Creditors of the Transferor Companies and Transferee Company is not affected pursuant to the present Scheme

g. Debenture holders: The Transferor Companies and Transferee Company does not have any Debenture Holders.

h. Deposit trustee and debenture trustee; The Transferor Companies and Transferee Company does not have any Deposit Trustee /Debenture Trustee.

1. Employees of the company: All employees of the Transferor Companies in service on the Effective Date shall, on and from the Effective Date, become the employees, of the Transferee Company on the terms and conditions not less favourable than those on which they were engaged on the Effective Date.

Key Managerial Personnel (KMP) / Directors have no material interests in the Scheme. Since the Companies involved in the Scheme have not issued debentures, the issue of interest of debenture trustee does not arise.

gr up vm. No investigation or proceedings under the Companies Act, 2013 have been

instituted or are pending in relation to any Transferor Companies and the Transferee Company.

1x. Inspection of the following documents may be held at the Registered Office of the First Applicant Company up to one day prior to the ensuing meeting, between 10:00 A.M. and 12:30 P.M. on all working days, except Saturdays, Sundays and Public Holidays:

(a) Latest audited financial statements of the Applicant Companies.

(b) Certified copy of the Order dated November I, 2018 of National

Company Law Tribunal, Mumbai Bench, passed 111 the

C.A.(CAA)/1161/MB/2018 of 2018, directing the convening of the

meeting of the Equity Shareholders of the Applicant Company.

(c) Scheme of Merger by Absorption ..

( cl) Memorandum of Association and Articles of Association.

( e) Annual Reports of the Transferor Companies and Transferee

Company for last 3 financial years.

(f) The Unaudited Provisional statement of accounts of the Transferor

Companies & Transferee Company as on 31st July 2018.

x. The approval of Registrar of Company, Regional Director and Income tax department for the said Scheme of Merger by Absorption is pending. The Transferor Companies First & Transferor Company 2 and Transferee Company are in process of serving the notices to respective government authorities.

x1. A member 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 to be a member of the Applicant Company. The Form of Proxy duly completed should, however, be deposited at the Registered office of the First Applicant Company not less than 48 (Forty-Eight) hours before the commencement of the Meeting.


CIN U74300MH2004PTC150026

Regd. Office Mudra House. This Statement may be treated as the Statement under Section 23 0( 3) read with Opp Grand Hyatt Santacruz East _ Mumbai400055Mal,araSiltra Section 102 of the Companies Act, 2013. A copy of this Scheme, Explanatory ;:~~ ;;;~~:~~~~ Statement, Form of Proxy and Attendance Slip may be obtained rrec of charge on [email protected] any working days prior to the date of the meeting, from the Registered Office of www.ddbmudragroup.com the First Applicant Company situated at Mudra House, Opp, Grand Hyatt

DDB0 mudragroup

gr up Santacruz (E), Mumbai-400 055 or at the office of its Advocate Chandrakant Mahadeshwar, 1/5, Mahavir Chamber, I st floor, Banaji Path, Vai Manubhai Lane, Fmi, Mumbai-400 001.

Place: Mumbai Date: 9th November 2018

DOB Ma,keting Services Pvt. Ltd.

CIN U74300MH2004PTC150026


T +91 22 33080808 F +91 22 33080304


DDB0 mudragroup

Sd/-Mr. Sachin Vclankar

Chairman appointed for the meeting

SCHEME OF MERGER BY ABSORCPTIOI'."~

OF

· DDB MARKETING SERVICES PRIVATE LIMITED

("FIRST TRANSFEROR COMP ANY")

AND

PRIME GREEN MEDIA PRIVATE LIMITED

("SECOND TRANSFEROR COMPANY")

BY

DDB MUDRA PRIVATE LIMITED (''TRANSFEREE

COMPANY'')

AND

THEIR RESPECTIVE SHAREHOLDERS AND

CREDITORS

Under Sections 230 to 232 and other applicable provisions of

the Companies Act 2013

?I

SCHEME OF MERGER BY ABSORPTION

OF

DDB MARKETING SERVICES PRIVATE LIMITED ("FIRST TRANSFEROR COMP ANY")

AND

PRIME GREEN MEDIA PRIVATE LIMITED ("SECOND TRANSFEROR COMP ANY")

BY

DDB MUDRA PRIVATE LIMITED ("TRANSFEREE COMPANY")

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Under Sections 230 to 232 and other applicable provisions of the Companies Act 2013

PREAMBLE

This Scheme of Merger by Absorption (hereinafter referred to as "the Scheme") is presented under Sections 23 0 to

232 and other applicable provisions of the Companies Act, 2013 ("the Act") for absorption of DDB Marketing

Services Private Limited and Prime Green Media Private Limited by DDB Mudra Private Limited. This Scheme also

provides for various other matters consequential or otherwise integrally connected therewith.

a

DESCRIPTION OF COMPANIES

DDB Marketing Services Private Limited (hereinafter referred to as the "First Transferor Company"), is

a private company limited by shares incorporated on December 15, 2004 under the Companies Act, 1956 bearing

CIN: U74300MH2004PTC150026 and PAN: AACCK5036D and having registered office at Mudra House, Opp.

Grand Hyatt, Santacruz (E), Mumbai 400 055. The First Transferor Company _is a wholly owned subsidiary of

the Transferee Company as the entire paid-up equity share capital of the First Transferor Company is held by the

Transferee Company and its nominees. The First Transferor Company is primarily engaged in the business of

advertising and marketing services.

Prime Green Media Private Limited (hereinafter referred to as the "Second Transferor Company"), is a "' .

private company limited by shares incorporated on January 29, 2008 under the Companies Act, 1956 bearing

CIN: U22300MH2008PTC178363 and PAN: AAECP5254E and having its registered office at Mudra House,

Opp. Grand Hyatt, Santacruz (E), Mumbai 400 055. The Second Transferor Company is a wholly owned

subsidiary of the Transferee Company as the entire paid-up equity share capital of the Second Transferor

Company is held by the Transferee Company and its nominees. The Second Transferor Company is primarily

engaged in the business of advertising and marketing services.

DDB Mudra Private Limited (hereinafter referred to as the "Transferee Company"), is a private company

limited by shares incorporated on February 28, 1980 under the provisions of the Companies Act, 1956 bearing

CIN: U74300~1980PTC022276 and PAN: AAACM5763H and having its registered office at Mudra House, • I~ • !~

-~

1

Opp. Grand Hyatt, Santacruz (E), Mumbai 400 055. The Transferee Company is engaged in the business of

advertising, _marketing and related services.

RATIONALE FOR THE SCHEME

All the Transferor Companies are direct wholly-owned subsidiaries of the Transferee Company with similar business

activities. In order to consolidate and effectively manage the Transferor Companies and the Transferee Coinpany in

a single entity, which will provide several benefits including synergy, optimal utilization ofresources, economies of

scale, attain efficiencies and cost competitiveness, it is intended that the Transferor Companies be merged with the

Transferee Company. The rationale for the Scheme of Merger by Absorption of the Transferor Companies by the

Transferee Company would, inter alia, have the following benefits:


11. Reducing the number of legal entities, resulting into lesser administrative and regulatory compliances;

111. Enable greater I enhanced focus of the management on the business; and

1v. creating enhanced value for shareholders and allow a focused strategy in operations, which would be in the best

interest of all its shareholders, creditors and all other stakeholders.

. '

In view of the aforesaid, the Board of Directors of the Transferee Company and the Transferor Companies have

considered and proposed the Merger by Absorption of the entire unde1iaking and business of the Transferor

Companies by the Transferee Company. Accordingly, the Board of Directors of the Transferee Company and the

Transferor Companies have fonnulated this Scheme for the transfer and vesting of the entire undertaking and business

of the Transform: Companies into the Transferee Company pursuant to the provisions of Sections 230 to ?32 read

with other applicable provisions of the Act.

PARTS OF THE SCH~ME

The Scheme is divided into following parts:

• "Part A - Deals with the Definitions, Share Capital and date of operation of the Scheme

Part B - Deals with Merger by absorption of the Transferor Companies by the Transferee Company; and

Part C- Deals with general terms and conditions applicable to the Scheme.

PART A

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the

following meaning:

2

1.1 "Act" or "the Act" means the Companies Act, 2013 and rules and regulations made thereunder, and i,ncludes

any statutory re-enactment or amendments(s) thereto, from time to tirne and also includes any other relevant

provisions of the Companies Act 1956for the time being in force.

1.2 "Appointed Date" means the 1st day of Apri I 2018.

1.3 "Board of Directors" means Board of Directors of the Transferor Companies or the Transferee Company,

as the case may be, and shall include any person authorised by the Board.

1.4 "Effective Date" means the last of the dates on which the certified or authenticated copies of the orders of

the National Company Law Tribunal sanctioning the Scheme are filed with the respective Registrar of

Companies by the Transferor Companies and by the Transferee Company. Any references in this Scheme to

the "date of coming into effect of this Scheme" or "effectiveness of this Scheme" or "Scheme taking effect"

shall mean the Effective Date.

1.5 "First Transferor Company" or "DMSPL" meahs DDB Marketing Services Private Limited, a company

incorporated under the Companies Act, 1956 ·and having its registered office at Mudra House, Opp. Grand

Hyatt, Santacruz (E), Mumbai - 400 055, bearing CIN: U74300MH2004PTC150026. "Law" means any

statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, notice, order, decree,

bye-law, Governmental Approval, directive, guideline, requirement or other governmental restriction, or ap.y

similar form of decision of, or determination by, or any interpretation, policy or administration, having the

force of law of any of the foregoing, by any Governmental Authority having jurisdiction over the matter in

question.

1.6 "Merger by Absorption" means the amalgamation of the Transferor Companies with the Transferee

Company in accordance with Section 2(1B) of the Income Tax Act, 1961, and the restructuring as

contemplated by the Scheme in terms of Part II of the Scheme.

1.7 "Scheme" means this Scheme of Merger by Absorrtion, inter alia, for the. absorption of the Transferor

Companies by the"Transferee Company in its present form, submitted to the Tribunai for sanction of this .,

Scheme with such modification(s), if any, made as per Clause 19 of this Scheme.

1.8 "Second Transferor Company" or "PGMPL" means Prime Green Media Private Limited, a company

incorporated under the Companies Act, 1956 and having its registered office at Mudra House, Opp. Grand

Hyatt, Santacruz (E), Mumbai-400 055, bearing CIN: U22300Jvlli2008PTC178363.

1.9 · "The Tribunal" means the National Company Law Tribunal, Mumbai bench as applicable or such other

forum or Appropriate Authority as may be vested with any of the powers to sanction the present Scheme

under the Act.

3

1.10 "Transferee Company" or "DMPL" means DDB Mudra Private Limited, a .Gompany incorporated under

the provisions of the Companies Act, 1956 and having its registered office at Mudra House, Opp. Grand

Hyatt, Santacruz (E), Mumbai- 400 055, bearing CW: U74300MH1980PTC022276.

1.11 "Transferor Companies" means collectively First Transferor Company and Second Transferor Company.

. .

1.12 "Undertaking" means the whole of the undertaking of the Transferor Companies, as a going concern,

including:

a) all their current and non-current assets (including investments, bank balances), properties (whether

movable or immovable, tangible or intangible, personal, corporeal or incorporeal; present, future or

contingent) including rights, if any, in licences, permits whether recorded in the books or not

(hereinafter referred to as "the said Assets").

b) all secured (if any) and unsecured debts, outstanding, liabilities, contingent liabilities, duties and

obligations (if any) of the Transferor Companies and all other obligations of whatsoever kind

whether recorded in the books or not (hereinafter referred to as "the said Liabilities").

c) Without prejudice to the generality of sub-clauses {a) and (b) above, the Undertaking of the

Transferor Companies shall include all their secured arid unsecured debts, borrowings, liabilities

including deferred tax liabilities (if any), duties and obligations and all the assets, claims to be set

off and properties, whether movable or immovable, real or personal, in possession or reversion,

corporeal or incorporeal, tangible or intangible (including, but not limited to, trademarks,

copyrights, trade names, brand names, corporate names, logos, goodwill, business methodologies,

etc.), present or contingent, all fixed .assets, current assets, deferred tax assets (if any), investments,

reserves, provisions, funds, Demat accounts with the Depositories (if any), Banks, etc., all the

licenses/ permits, registrations including registrations obtained under local or central statutes and /

or regulations made under such statutes, benefits of agreements, contracts and arrangements,

including insurance contracts, deposits, reserves, provisions, advanees, receivables, funds, cash, ., · bank balances, accounts and all other rights, claims and powers, of whatsoever nature and

. wheresoever situated belonging to or in the possession of or granted in favour of or enjoyed by the


d) All agreements, rights, contracts, entitlements, licenses, permits, permissions, incentives, approvals,

registrations, tax deferrals and benefits and credits, subsidies, concessions (including but not limited

to direct and indirect tax concessions/ credits of any nature .whatsoever), grants, rights, claims,

leases, tenancy rights, liberties, and all other approvals of every kind, nature and description

whatsoever relating to the business activities and operations of the Transferor Companies.

e) Ehti~ents held by the Transferor Companies or which may accrue or become due to it a~~e '9__,;::;,

4

Appointed Date or to which it may become so due or entitled to thereafter.

f) Amounts claimed by the Transferor Companies whether or not so recorded in their respective books

of accounts from any Governmental Authority, under any Law, Act or Rule in force, as· refund of

any tax, duty, cess or of any excess payment.

g) Right to any claim made or not preferred by the Transferor Companies in respect of any refund of

tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the

Transferor Companies and any interest thereon, with regard to any Law, Act or Rule or Scheme

made by the Governmental Authority, and in respect of deferred revenue expenditure, deduction,

exemption, rebate, altowance, amortization benefit, or any other or like benefits under the said Acts

or under and in accordance with any Law or Act and tax credits (including but not limited to credits

in respect of income-tax, tax on book profits, MAT credit, value added tax, sales tax, service tax,

excise duty, goods and service tax, etc,).

2. In this Scheme, unless the context otherwise requires:

a) words denoting the singular shall include the plural and vice versa;

b) headings and bold typefaces are only for convenience and shall be ignored for the purpose of

interpretation;

c) references to the word "include" or "including" shall be construed without limitation;

d) a reference to a clause, section or part is, unless indicated to the contrary~ a reference to a clause,

section or part of this Scheme;

e) unless otherwise defined, the reference to the word "days" shall mean calendar days;

f) reference to a document includes an amendment or supplement to, or replacement or novation of

that document;

g) word(s) and expression(s) elsewhere defined in the Scheme shall have the meaning(s) respectively

ascribed to them; and

h) ,9

All terms and words use·d but not defined in this Scheme shall, unless rep~gnant or contrary to the

context or meaning thereof, have the same meaning ascribed to them under the Act and other

applicable laws, rules, regulations, bye-laws, as the case may be, or any statutory modification or

re-enactment thereof for the time being in force.

3. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out here in its present form or with any modification(s) approved or imposed or directed by

the Tribunal or in terms of this Scheme shall take effect from the Appointed Date but shall be operative from

the Effective Date.

5

4. SHARE CAPITAL

4.1 The share capital structure of the First Transferor Company as on March 31, 2018, is as follows:

Particulars Amount (Rs.)

Authorised Share Capital

5,00,000 Equity Shares of Rs. 10/- each 50,00,000/-

Total 50,00,000/-

Issued, Subscribed and Paid-up Share Capital


Total 49,00,000/-

There has been nb change in the issued, subscribed and paid-up share capital of the First Transferor Company

subsequent to March 31, 2018.

4.2 The share capital structure of the Second Transferor Company 2 as on March 31, 2018, is as follows:

4.3

Particulars Amount (Rs.)



Total 25,00,000/-

Issued, Subscribed and Paid-up Share Capital

10,000 Equity Shares of Rs. 10/- each 1,00,000/-

Total 1,00,000/-

There has been There has been no change in the issued, subscribed and paid-up share capital of the Second

Transferor Company subsequent to March 31, 2018.

The share capital structure of the Transferee Company as on March 31, 2018, is as follows:

Particulars Amount (Rs)



1,000, 11 % Redeemable Non-Cumulative Preference Shares of Rs. 100/- Each 1,00,000/-Total 50,00,000/-Issued, Subscribed and Paid-up Share Capita!

2,15,539 Equity Shares of Rs. 10/- each 21,55,390/-Total 21,55,390/-

There has been no change in the issued, subscribed and paid-up share capital of the Transferee Company

subseq~ March 31, 2018.

6

PARTB

MERGER BY ABSORPTION OF THE TRANSFEROR COMPANIES BY THE TRANSFEREE COMPANY

5. MERGER BY ABSORPTION OF THE TRANSFEROR COMPANIES

5 .1 Upon coming into effect of the Scheme and with effect from the Appointed Date, the whole of the

Undertakings of all the Transferor Companies shall, pursuant to the sanction of this Scheme and pursuant to

the applicable provisions of the Act, be and stand transferred to and vested in or be deemed to have been

transferred to and vested in the Transferee Company, each as a going concern without any further act,

instrument, deed, matter or thing to be made, done or executed so as to become, on and from the Appointed

Date, the Undertakings of the Transferee Company by virtue of and in the manner provided in this Scheme.

Without prejudice to the generality of Clause 5.1 above, on the coming into effect of this Scheme and with

effect from the Appointed Date:

5 .2 In respect of such of the assets and Undertaking of the Transferor Companies as are movable in nature or are

otherwise capable of transfer by manual delivery or by endorsement and delivery, wherever located, the same

may be so transferred by the Transferor Companies and shall become the property of the Transferee

Company.

5 .3 In respect of such cif the assets and Undertaking belongin/s to the Transferor Companies other than those

referred to in sub-clause 5.2 above, th~ same shall (as more particularly provided in sub-clause 5.1 above)

without any further act, instrument or deed, stand transferred to and vested in the Transferee Company and /

or be deemed to be transferred to and vested in the Transferee Company on the Appointed Date pursuant to

the provisions of Section 232 of the Act.

5 .4 All assets (including investments), estates, rights, title, interest and authorities acquired by the Transferor

Companies after the Appointed Date and immediately prior to the Effective Date for operation of the

Transferor Companies shall also stand transferred to and vested in the Transferee Company upon the Scheme

coming into effect.

5 .5 Upon the Scheme coming into effect and subject to the provisions of this Scheme, all contntcts, deeds, bonds,

agreements, schemes, arrangements and other instruments of whatsoever nature in relation to the Transferor.

Companies, to which the Transferor Companies are parties or to the benefit of which the Transferor

Companies may be eligible, and which are subsisting or having effect immediately before the Effective Date,

shall be in full force and effect on or against or in favour, as the case may be, of the Transferee Company and !~~ !=~

may be enforced as fully and effectually as if, instead of the Transferor Companies, the Transferee Company

had been a pa1iy or beneficiary or obligee thereto.

5~6 Without prejudice to the other provisions of the Scheme and notwithstanding the fact that vesting of the

Transferor Companies occurs by virtue of Part B of this Scheme itself, the Transferee Company may, at any

time after coming into effect of this Scheme in accordance with the provisions hereof, if so required, under

any law or otherwise, execute deeds (including deeds of adherence), confinnations or other writings or

tripartite arrangements with any party to any contract or arrangement to which the Transferor Companies are

parties or any writings as may be necessary to be executed. The Transferee Company shall, under thy

provisions of Part B of this Scheme, be deemed to be authorised to ex.ecute any such writings on behalf of

the Transferor Companies and to carry out or perfonn all such formalities or compliances referred to above

on the part of the Transferor Companies to be carried out or performed.

5.7 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon

the Scheme coming into effect, all insurance claims and policies, consents·, permissions, licenses, approvals,

certificates, clearances, authorities given by, issued to or executed in favour of the Transferor Companies and

all approvals, intellectual propeliy and all other interests relating to the Transferor Companies, be transferred

to and vested in the Transferee Company as if the same were originally given by, issued to or executed in

favour of the Transferee Company, and the rights and benefits under the same shall be available to the

Transferee Company.

5 -~ With effect from the Appointed pate the said Liabilities, if any, and any accretions.or deletion thereto after

the Appointed Date and upto the Effective Date shall also stand transferred to or deemed to be transferred to

without any further act or instrument or deed to the Transferee Company and further it shall not be necessary

to obtain the consent of any third paliy or other person who is party to any contract or arrangement by virtue

of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of

this clause.

5.9 Upon this Scheme coming into effect, any loan or other obligation due between the Transferor Companies

and the Transferee Company, if any (arising out of any arrangement), shall stand discharged, the said loan,

obligation or convertible securities shall be correspondingly extinguished, and there shall be no liability in

that behalf with effect from the Appointed Date.

5 .10 Where any of the liabilities and obligations of the Transferor Companies as on the Appointed Date deemed

to be transferred to the Transferee Company have been discharged by the Transferor Companies after the

Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on

account of the Tr.•ansfuree Company, and all loans raised and used and ·all liabilities and obligations incurred ~ !~ • ·-

__ • ~ .,,;:,-!ch "el . ~ "cl_.::;;,,,' r <;\; 1n ,, .-----,

,,,;;::::-:~:;"'.~:.;:;,, fii9. X\ /);J:>Jjfa ~ ,.:·:> -·, ;·,. ~' ",. _.,~, f;, -. r 8 :"(i''( fi , · ,,. -----<~t--..,;'\: .fi:,:/>t ..... :-._;~-·::~:\ i\ r~~ ( )?·\, {(~f/ )<' .... \ ,f/ tr ; .. ,_,\.,\ \\~.\ ·~.~/, \\r::il t:)1 ~ ~ ·-s: t I ;5 i .1 \\. --~.>~~... ./. .q /./ \\ \ . / / ;,t ;... l,,. ) . ,. ju '-._~~. (~-• ...,,.,~.,~r •'~ -.,; · '\,, I; )~{st~·;;;-<~~:/ · ',:::~:~;;;~/ <~::~;~~£,,~#

by the Transferor Companies after the Appointed Date and prior to the Effective Date shall be deemed to

have been raised, used or incurred for and on behalf of the Transferee Company and to the extent they are

outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to the

Transferee Company and shall become the liabilities and obligations of the Transferee Company which shall·

meet, discharge and satisfy the same.

5 .11 It is clarified that the Scheme shall not in any manner affect the rights and interests of the creditors of the

Transferor Companies or be deemed to be prejudicial to their interests.

6. Encumbrances

6.1 The transfer and vesting of the assets comprised in the Undertaking to and in the Transferee Company under

Clause 5 of this Scheme shall be subject to the mortgages and charges, if any, affecting the same, as and to

the extent hereinafter provided.

6.2 All the existing securities, mortgages, charges, encumbrances or liens (the "Encumbrances"), if any, as on

the Appointed Date and created by the Transferor Companies after the Appointed Date, over the assets

comprised in the Undertaking or any part thereof transferred to the Transferee Company by virtue of this

Scheme and in so far as such Encumbrances secure or relate to liabilities of the Transferor Companies, the

same shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which

they are related or attached prior to the Effective Date and as are transferred to the Transferee Company, and

such Encumbrances shall not relate or attach to any of the other assets of the Transferee Company.

6.3 The existing Encumbrances over the assets and properties of the Transferee Company or any part thereof

which relate to the liabilities and obligations of the Transferee Company prior to the Effective Date shall

continue to relate only to such assets and properties and shall not extend or attach to any of the assets and

properties of the Undertaking transferred to and vested in the Transferee Company by virtue of this Scheme.

6.4 ·Any reference in any security documents or arrangements (to which the Transferor Companies is a party) to

the Transferor Companies and their assets and properties, shall be construed as a reference to the Transferee

Company and the assets and properties of the Transferor Companies transferred to the Transferee Company

by virtue of this Scheme. Without prejudice to the foregoing provisions, the Transferor Companies and the

Transferee Company may execute any instruments or documents or do all the acts and deeds as may be

considered appropriate, including the filing ofnecessary particulars and/or ~odification(s) of charge(s), with

the Registrar of Companies to give font1al effect to the above prov.isions, if required.

6.5 Upon the coming into effect of this Sch~me, the Transferee Company alone shall be liable to perform all

obligations in respect.of the Said Liabilit~ich have been transferred to it in terms of the Scheme. "3.,.__:::;;,, r.~~~~, .

. {,<>,}11 Mt~~ .. · ;;~:_::•>""g=~""·,"'sf.;

// 1.:1/ ,.... /i (;; ( ."O \! ~:. i ..::;: \•/;~\ :""' '~·,.•,y"....___ "',,,.J.'.

·~~~~;~~:-·

6.6 It is expressly provided that, no other term or condition of the Said Liabilities transferred to the Transferee

Company is modified by virtue of this Scheme except to the extent that such amendment is required

statutorily or by necessary implication.

6.7 The provisions of this Clause 6 shall operate in accordance with the terms of the Scheme, notwithstanding

anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any

security document; all of which instruments, deeds or writings shall be deemed to stand modified and/or

superseded by the foregoing provisions.

7. COMPLIANCE WITH TAX LAWS

7 .1 This Scheme has been drawn up to comply with the conditions relating to "Amalgamation" as specified under

Section 2(1B) of the Income-tax Act, 1961 (the "IT Act") and other relevant provisions of the IT Act. If any

terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said

section at a later date including resulting from a retrospective amendment of law or for any other reason

whatsoever, till the time the Scheme becomes effective, the provisions of the said section of the IT Act, shall

prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B)

of the IT Act and other relevant provisions of the IT Act.

7 .2 On or after the Effective• Date, the Transferee Company is expressly permitted to revise, its financial

statements and returns along with prescribed forms, filings and annexures under the IT Act (including for the

purpose ofre-computing minimum alternJ:1tive tax, and claiming other tax benefits), service tax law, VAT

law, goods and service tax law and other tax laws, and to claim refunds and / or credits for taxes paid

(including tax on book profits, MAT credit and foreign tax credit), and to claim tax benefits etc. and for

matters incidental thereto, ifrequired to give effect to the provisions of the Scheme notwithstanding that the

period of filing/ revising such returns I forms may have lapsed and period to claim refund/ credit also elapsed

upon this Scheme becoming effective.

7.3 All tax assessment proceedings/ appeals (including application and proceedings in relation to advance ruling)

of whatsoever nature by or against the Transferor Companies pending and/ or arising at the Appointed Date

and relating to the Transferor Companies shall be continued and / or enforced until the Effective Date as

desired by the Transferee Company. As and from the Effective Date, the tax proceedings shall be continued

and enforced by or against the Transferee Company in the same manner and to the same e:xient as it would

or might have been continued and enforced by or against the Transferor Companies.

7.4 Further, the aforementioned proceedings shall not abate or be discontinued nor be in any way prejudicially

affected by reason of the Merger by Absorption of the Transferor Companies by the Transferee Company or ~

onything contained in th, Scheme. ;t;f ~)\ '--""

(f~l) \~

7.5 Any tax liabilities including but not liniited to liabilities unde_r the IT Act, Foreign Tax Credit, Tax Treaties,

Customs Act 1962, Service Tax laws, VAT laws, Goods and Service Tax laws or other applicable laws/

regulations dealing with taxes/ duties/ levies allocable or related to the business of the Transferor Companies

to the extent not provided for or covered by tax provision in the accounts made as on the date immediately

preceding the Appointed Date shall be transferred to the Transferee Company.

7 .6 Any refund including but not limited to refund under the IT Act, Foreign Taxes, Customs Act 1962, Service

Tax laws, VAT laws, Goods and Service Tax laws or other applicable laws/ regulations dealing with taxes/

duties / -levies allocable or related to the business of the Transferor Companies due to the Transferor

Companies consequent to the assessment made on the Transferor Companies and for which no credit is taken

in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received

by the Transferee Company.

7.7 All taxes including income-tax, minimum alternate tax,.foreign taxes, custom duty, service tax, goods and

service tax, etc. paid or payable by the Transferor Companies in respect of their operations and/ or the profits

of the business before the Appointed Date, shall be on account of the Transferor Companies and, in so far as

it relates to the tax payment (including, without limitation, income-tax, minimum alternate tax, custom duty,

service tax, goods and service tax, etc.) whether by way of deduction at source, advance tax or otherwise

howsoever, by the Transferor Companies in respect of their profits or activities or operation of the business

after the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee

Company and shall, in all proceedings, be dealt with accordingly. further, any tax deducted at source by the

Transferor Companies I Transfere~ Company on payables to the Transferee Company I Transferor

Companies on account ofinter-se transactions which has been deemed not to be accrued, shall be deemed to

be advance taxes paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly.

7 .8 Obligation for deduction of tax at source on any payment made by or .to be made by the Transferor Companies

including but not limited to obligation under tlfe IT Act, Wealth-tax Act, 1957, service_ tax laws, customs

law, goods and service tax law or other applicable laws / regulations dealing with taxes/ duties / levies shall

be made or deemed to have been made and duly complied with by the Transferee Company.

7.9 Without prejudice to the generality of the above, all benefits, incentives, losses, Credit for tax including on

book profits, accumulated losses, _credits (including, without limitation income tax, excise duty, service tax,

applicable state value added tax,. cenvat credit, goods and service tax credit, etc.) to which the Transferor

Companies are entitled to in terms of applicable laws, shall be available to and vest in the Transferee

Company on and after the Appointed Date, even if such credits have not been availed off in the books as on

the date of transfer. Also, the Transferee Company will be entitled to avail Cenvat Credit/ Good~and Service

Tax Credit after the Appointed Date in respect of all duties/ taxes where the documents are in the name of

the Transferor Companies. Further, licenses issued to the Transferor Compani(,s by any regulatory

authorities, if any, and all benefits and tax credits, if any, associated with it shall stand transferred to the

Transferee Company upon the Scheme becoming effective.

8. LEGAL PROCEEDINGS

On and from the Appointed Date, all suits, actions and legal proceedings, if any, instituted and/ or pending

and/ or arising by or against any of the Transferor Companies shall be continued and/ or enforced until the

Effective Date as directed by the Transferee Company and on and from the Effective Date, shall be continued

and / or enforced by or against the Transferee Company as effectually and in the same manner and to the

same extent as if the same had been instituted and / or were pending and / or arising by or against the

Transferee Company.

9. CONTRACTS, DEEDS, ETC.

9.1 Upon coming into effect of this Scheme and subject to the provisions of this Scheme, all contracts, including

contracts for tenancies and licenses, deeds, bonds, agreements, incentives, benefits, exemptions, entitlements,

arrangements, escrow arrangements and other instruments of whatsoever nature in relation to the Transferor

Companies to which the Transferor Companies are a party or to the benefit of which the Transferor

Companies may be eligible anct' which are subsisting or having effect immediately before the Effective Date,

shall be in full force and effect on or against or in favour, as the case may be, of the Transferee Company and

may be enforced as fully and effectually as if, instead of the Transferor Companies, the Traosferee Company

had been a party or beneficiary or obligee thereto.

9 .2 The Transferee Company may, at any time after coming into effect of this Scheme in accordance with the

provisions hereof, ifso required, under any law or otherwise, execute deeds, confirmations or other writings,

COJ1:firmations or novation 's or tripartite arrangements with any party to any contract or arrangement to which

the Transferor Company are a party or any writings as may be necessary to be executed in order to give

formal effect to the above provisions.

9 .3 On the Scheme becoming effective, such contracts / escrow arrangements / deeds / any other arrangements

shall stand transferred to or deemed to be transferred to the Transferee Company without any further act or

instrument or deed and further it shall not be necessary to obtain the consent of any third party or other person

who is party to any such contract/ escrow arrang_ements / deeds / any other arrangement.

10. CONDUCT OF BUSINESS TILL EFFECTIVE DATE

10.1 With effect from the App~d Date and up to and including the Effective Date: "cl__.;::;,

12

a) The Transferor Companies shall stand possessed of all the estates, assets, rights, title, interest,

authorities, contracts, investments and shall take strategic decisions for and on account of, and in

trust for the benefit of the Transferee Company.

. . b) All income, profits, costs, charges, expenses and taxes accruing to the Transferor Companies or

losses arising or incurred by it (including the effect of taxes if any thereon), relating to the Transferor

Companies shall for all purposes, be treated as the income, profits, costs, charges, expenses and

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

10.2 The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Central

Government and all other agencies, departments and authorities concerned as are necessary under any law

for such consents, approvals and sanctions which the Transferee Company may require to carry on the

business of the Transferor Companies.

10.3 For the avoidance of doubt and without prejudice to the generality of the applicable provisions of the Scheme,

it is clarified that with effect from the Effective Date and till such time that the name of the bank accounts of

the Transferor Companies have been replaced with that of the Transferee Company, the Transferee Company

shall be entitled to operate the bank accounts of the Transferor Companies in the name of the Transferor

Companies in so far as may be necessary. All cheques and negotiable instruments, payment orders received

or presented for encashment which are in the name of the Transferor Companies after the Effective D.ate shall

be accepted by the ban_kers of the Transferee Company and credited to the account of the Transferee

Company, if presented by the Transferee Company. Similarly, till the time any regulatory registrations of the

Transferor Companies are closed / suspended and regulatory filings are required to be done on such

registrations, the Transferee Company shall be entitled to do so to comply with the relevant regulations.

11. EMPLOYEES

11.1 On the coming into effect of this Scheme, all employees, if any, of the Transferor Companies who are in

employment of the Transferor Companies, as on the Effective Date, shall become the employees of the

Transferee Company with effect from the Effective Date without any break or interruption in service and on

the same terms and conditio!}S as to employment and remuneration on which they are engaged or employed

by the Transferor Companies. It is clar\fied that the employees of the Transferor Companies who become

employees of the Transferee Company by virtue of this Scheme, shall not be entitled to the employment

policies and shall not be entitled to avail of any schemes and benefits that may be applicable and available to

any of the employees of the Transferee Company unless otherwise determined by the Transferee Company.

by any of the Transferor Companies with any union / employee. After the Effective Date, the Transferee

Company shall be entitled to vary the terms and conditions as to employment and remuneration of the said

employees or any of them on the same basis as it may do for the employees of the.Transferee Company.

11.2 It is expressly provided that, on the Scheme becoming effective, the Provident Fund, Gratuity Fund,

Superannuation Fund or any other Special Fund or Trusts created or existing for the benefit of the employees

of the Transferor Companies shall become funds / trusts of the Transferee Company for all purposes

whatsoever in relation to the administration or operation of such funds I trusts in relation to the obligation to

make contributions to the said funds / trusts in accordance with the provisions thereof as per the_ terms

provided in the respective Trust Deeds, if any, to the end and intent that all rights, duties, powers and

obligations of the Transferor Companies in relation to such funds/ trusts shall become those of the Transferee

Company. It is clarified that the services of the employees of the Transferor Companies will be treated as

having been continuous for the purpose of the said funds / trusts and for computing any other employee

benefits.

12. SAVING OF CONCLUDED TRANSACTIONS

The Merger by Absorption of the Transferor Companies pursuant to this Scheme shall not affect any

transaction or proceedings already concluded or liabilities incurred, or any liabilities discharged by the

Transferor Companies, on or after the Appointed Date till the Effective Date, to the end and intent that the

Transferee Company shall accept and adopt all acts, deeds and things made, done and executed by the

Transferor Companies as acts, deeds and things made, done and executed by or on behalf of the Transferee

Company.

13. INTER-SE TRANSACTIONS

13 .1 Without prejudice to Clauses 5 and 12, with effect.from the Appointed date, all inter-party transactions inter

se the Transferor Companies ~nd between any of the Transferor Companies and the Transferee Company

shall be considered as intra-party transactions for all purposes from the Appointed Date or from the

transaction date whichever is later and on the coming into effect of this Scheme, the same shall stand

cancelled without any further act, instrument or deed.

13.2 Further, it is clarified that the above clause has no impact whatsoever on ·any taxes in the form of income

tax, goods and· service tax, service tax, works contract tax, value added tax etc. paid on account of such .

transactions. The taxes paid shall be deemed to have been paid by or on behalf of the Transferee Company

and on its own account and therefore, the Transferee Company will be eligible to claim the credit/ refund of

the same and is also entitled to revise returns, as may be necessary, to giy~ct to the same.

_,.;;:~.:~c::=~';':~~:,,. ;;l{;Jfii _· ~ ~ ,-::::::::::~~~-:._ ;>'./'_·•:".'~:~-:er, .. ·'.!;:,,_ r,·.--ii 14 \~(').~ // ,J-:.---~!", ~

£\;,~~::>~•-'·--<~~<t, '\ '. ( '.i ( J tt t(:-! ( ''{_ \ gi .-,,, \·011 \,\,',;.·:., I"' t1~-:I\ J~,-1 \\?)\ Jf:(I· \\{'····::··",(:3~ \( ,___ ,,,./Q·;

"\\ :';, ~....., .... ,=r,,., ..... :t /2 ·-..:~.., ")!.: .,.,.,:;::,r '1,\_ ... .._ • ..,_..... //j --..\~:/:J ;~; -·~~~-fl ·-~:-.::_;'._~::;;,~:...;• \,~>-- c~ ~_,,1;,:

14. CONSIDERATION

14.1 All the Transferor Companies are direct wholly owned subsidiaries ofthe Transferee Company and the entire

paid-up share capital of the Transferor Companies is held by the Transferee Company directly and through

its nomine·es.

14.2 On the Scheme coming into effect, the entire issued, subscribed and paid-up share capital of all the Transferor

Companies shall, ipso facto, without any further application, act, deed or instrument stand extinguished and

cancelled and no new shares of the Transferee Company will be issued or allotted with respect to the share_s

held in the Transferor Companies.

14.3 The share certificates issued by each of the Transferor Companies in relation to their respective shares shall,

without any further application, act, instrument or deed, be deemed to be and stand automatically cancelled

as on the Effective Date. In relation to shares of any of the Transferor Companies which are held in

dematerialized form, the Transferee Company shall execute and take all necessary steps, actions, matters or

things and make all necessary filings, as required to give effect to the cancellation.

15. ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY

Upon the coming into effect of this Scheme, the Transferee Company shall account for the amalgamation in

its books as follows:

15.1 The Transferee Company shall upon the Scheme coming into effect, record the assets and liabilities, if any,

of the Transferor Companies vested in it pursuant to this Scheme, at the respective book values thereof and

in the same form as appearing in the books of the Transferor Companies.

15.2 The identity of the reserves of the Transferor Companies shall be preserved and the Transferee Company ... shall record the reserves of the Transferor Companies in the same form, manner and at the same values as

they appear in the financial statements of the Transferor Companies.

15 .3 Pursuant to the amalgamation of the Transferor Companies with the Transferee Company, the inter-company

balances between the Transferee Company and the Transferor Companies, if any appearing in the books of

the Transferee Company shall stand cancelled and there shall be no further obligation in that behalf.

15.4 The value of investments held by the Transferee Company in the Transferor Companies shall stand cancelled

pursuant to amalgamation.

15 .5 Excess of Net Assets ("Net Assets" means difference of book value of assets transferred over the book value

ofliabilities and reserves) over the value of investment (as per clause 15 .4 above) shall be recqrded as Capital

Reserve in the books of the Transferee Company. However, in case of excess of value of investment (as per

clause 15.4 above) over Net Assets ("Net Assets" means difference of book value of assets transferred over

the book value of liabilities and reserves) shall be adjusted against the Reserves of the Transferee Company.

15.6 In case of any difference in accounting policy between the Transferor Companies and the Transferee

Company, the accounting policies followed by the Transferee Company will prevail and the difference shall

be quantified arid adjusted in the Reserve in the books of accounts of the Transferee Company.

15. 7 Any provisions created by the Transferee Company for investments made in the Transferor Com parries/ loan

given to the Transferor Companies shall be reversed and credited to the profit & loss account of the Transferee

Company for financial year in which Scheme becomes effective.

15.8 In addition, the Transferee Company shall pass such accounting entries, as may be necessary, in connection

with the Scheme, to comply with any of the applicable accounting standards and generally accepted

accounting principles adopted in India.

16. AMENDMENT TO THE MEMORANDUM OF ASSOCIATION

16.1 Upon the Scheme becoming effective, the Authorised Share Capital of the Transferor Companies shall stand

transferred, credited and merged with that of the Transferee Company without payment of additional fees

and stamp duty as the said fees and stamp duty have already been paid by the Transferor Companies and the

Authorised Share Capital of the Transferee Company will be increased to that effect by just filing requisite

forms and no separate procedure shall be followed under the Act. Consequently, the Memorandum of

Association of the Transferee Company shall without any act, instrument or deed be and stand altered,

modified and amended pursuant to Sections 13, 61 and other applicable provisions of the Act as follows:

@ @

., "The Authorised Equity Share Capital of the Company is Rs. 1,25,00,000/ (Rupees One crore Twenty Five

Lacs only) divided as follows:

12,40,000 (Twelve lac forty thousand only) equity shares of face value of Rs. JOI- (Rupees Ten only)

each

J 000 (One Thousand only) JI% Redeemable non-cumulative preference shares of INR J 001- eac;h"

16.2 With effect from the Appoi~ted Date and upon the Scheme becoming effective, Main Objects Clause of the

Memorandum of Association of the Transferee Company shall be replaced with the following clauses without

1. To carry on in India or abroad the business of advertising and publicity agents, contractors, consultants,

counsellors, canvassers, designers, managers, producers, promoters, administrators or organizers,

marketing agents and.fat this pwpose to purchase, sell, sponsor, hire, charter, manage, acquire, design,

undertake, hold, built; manufacture, provide and promote advertising or publicity material, time slot, space

or opportunity on any audio, video, print, electronic, digital niedia including but not limited to radio statio;1,

i1iternet, broadcasting center, television center, audio-video cassettes, outdoor advertising media, signages,

neon sings, electronic diJplay board, cinemas, cable network, newspapers, periodicals, publications,

magazines, souvenirs, social media and all other present and feature media or display devices; to cany on

the work of market research, brand building, product promotions, sales campaigns, media campaigns,

holding exhibitions and all other types and modes of promotional activities, event n1anagement, public

relations, sponsorship for all types of events and functions for all kind of businesses, industries and.for all

kind of products and services and to do all incidental acts and things necessa1:v for the attainment of objects

under these presents.

2. To undertake, develop and carry on the business of all kinds of communications including web designing,

web applications, analytics, mobile advertising, digital advertising, online marketing, promotions, social

media management, social media marketing, gaming application, mobile application, educational software

etc. and act as importers, exporters, agents, distributers and consultants for the above.

3. To cctny on the business of production, distribution, exhibitions, processing, consultation, financiers,

importers, exporters, purchase,:, seller, take on hire and otherwise acquire and otherwise deal in all kind of

films, feature films and pictures with every description, variety, nature and subjects and in all its bra°"nches

including motion pictures, cinematographic films, television films and serials, video films, audio and video

software, promotional films, educational films, advertising films, animationfilms, shortfilms, documentary

films, exhibition films, sponsored programmes, news coverage, sports coverage, all kinds of audio/video

programmes and to carry out all,, other related activities like choreography, audiography, sound editing, art

direction, preparation of design and erections of sets, production co-ordination, script and dialogue writing,

consultancy, editing, dubbing, subtitling, translating in any language, including transfer of films to video

cassettes and/or compact disc in any version and vice versa and to carry out all other related pre and post

production activities and to set up, establish, undertake, maintain, make available, install and run the

hardware and software systems required for above and to act as Advisors, Agents, Managers and Supervisors

on all matters related to above, in any part of India or elsewhere in the World.

Board and Agency I Agencies in the line of activity of energy generation, transmission and distribution and

to construct, lay down, establish, acquire, operate and maintain power I energy generating stations,

including building, structures, works, machineries, equipments, cables and to undertake or to carry on the

business of managing, owing, controlling, erecting, commissioning, operating, running, leasing or

transferring to third personls power plants and plants based on conventional or non-conventional energy

sources.

16.3 Pursuant to this Scheme, Transferee Company shall file the requisite forms with the Registrar of Company,

Maharashtra at Mumbai for amending the main objects in accordance with the Clause 16.2 of this Scheme.

16.4 It is clarified that for the purpose of amendment in its Authorised Share Capital and the Object Clause, the

Transferee Company shall not be required to pass any resolutions pursuant to Sections 13, 61 and other

applicable provisions, if any, ofthe Act and consent of the shareholders to this Scheme shall be deemed to

be sufficient for this purpose. For the sake of clarity, it shall also be deemed that the members of the

Transferee Company have accorded their consent as required under the Act for the purpose of amendment in

its Authorised Share Capital.

17. _WINDING-UP OF THE TRANSFEROR COMPANIES

On the Scheme becoming effective, the Transferor Companies shall stand dissolved without being wound up

and without any further acts by any party.

PARTC

GENERAL TERMS AND CONDITIONS

18. APPLICATION TO THE TRIBUNAi.,

The Transferor Companies and the T;ansferee Company/with all reasonable dispatch, shall make necessary

applications / petitions before the tribunal for the sanction of this Scheme under Sections 230 to 232 and

other applicable provisions of the Act.

19. MODIFICATIONS I AMENDMENTS TO THE SCHEME

The Transferee Company and the Transferor Companies through their respective Board of Directors may

make and/ or consenfto any modifications/ amendments to this Scheme or to any conditions or limitations

that the Tribunal or any other authority may deem fit to direct or impose or which may otherwise be

considered necessary, desirable or appropriate by them or the Board, in.eluding the withdrawal of this Scheme

or part thereof.

necessary, desirable or proper to resolve any doubts, difficulties or questions, including interpretation of the

Scheme, whether by reason of any directive or orders of any .other authorities or otherwise howsoever arising

out of or under or by virtue of the Scheme and/ or any matter concerned or connected there~ith. The power

of the Board to modify/ amend the Scheme shall be subject to the approval of the Tribunal.

20. SCHEME CONDITIONAL ON APPROVALS I SANCTIONS

20.1 The Scheme is conditional upon and subject to:

21.

21.1

a) The approval by the requisite majority of the shareholders and/ or creditors (as rtiay be required and

/ or to the extent not dispensed with by the Appropriate Authorities) of the Transferor Companies,

as required under applicable Laws;

b) The requisite sanction or approval of the Appropriate Authorities being obtained and/ or granted in

relation to any of the matters in respect of which such sanction or approval is required;

c) Sanctions and Orders under the applicable provisions of the Act / Laws being obtained by the

Transferee Company and the Transferor Companies from the Appropriate Authorities; and

d) Certified copies of the orders of the Appropriate Authorities, sanctioning the Scheme being filed

with the Registrar of Companies, Mumbai at Maharashtra by the Transferee Company and the

Transferor Companies

EFFECT OF NON-RECEIPT OF APPROVALS

In the event of any of the said sanctions and approvals referred to in Clause 20 above not being obtained

(unless otherwise released by the Board of Directors) and / or the Scheme not being sanctioned by the

Tribunal or such other competent authority as aforesaid, this Scheme shall stand.,revoked, cancelled and be

of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or

as to any rights and / or liabilities which might have arisen or accrued pursuant thereto and which shall be

governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise

in Jaw.

21.2 The Board. of Directors of the Transferor Companies and the Transferee Company shall be entitled to

withdraw this Scheme prior to the Effective Date.

21.3 The Board ofDirectors of the Transferor Companies and the Transferee Company shall be entitled to revoke,

r

·c

with effect from the Appointed Date could have adverse implications on the combined entity post Merger by

Absorpt_ion.

21.4 If any part of this Scheme hereof is invalid, ruled illegal by any Tribunal of competent jurisdiction; or

unenforceable under present or future laws, then it is the intention of the Transferor Companies and the

Transferee Company that· such part shall be severable from the remainder of the Scheme. Further; if the

deletion of such part of this Scheme may cause this Scheme to become materially adverse to the Trarisferor

Companies and / or the Transferee Company, then in such case the Transferor Companies and / or the

Transferee Company shall attempt to bring about a modification in the Scheme, as will best preserve for the

Transferor Companies and the Transferee Company the benefits and obligations of the Scheme, including

but not limited to such part.

22. COSTS

All costs, charges; levies and expenses of the Transferor _Companies and the Transferee Company

respectively in relation to or in connection with or incidental to this Scheme or the implementation thereof

shall be borne and paid for by the Transferee Company, unless otherwise determined by the Boards of

Directors of the Transferor Companies and the Transferee Company.

20

41


CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Mumbai 400055 Mal1arashira

T +91 22 33080808 F +91 22 33080304


DDB0 mudragroup

RESOLUTION

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE 74TH MEETING OF THE BOARD OF DIRECTORS OF DDB MARKETING SERVICES PVT. LTD., HELD ON SATURDAY, 14th JULY 2018 AT 10.30 A.M. AT MUDRA HOUSE, OPP. GRAND HYATT, SANTACRUZ (E), MUMBAI- 400055.

AMALGAMATION OF DDB MARKETING SERVICES PRIVATE LIMITED AND PRIME GREEN MEDIA PRIVATE LIMITED WITH DDB MUDRA PRIVATE LIMITED

"RESOLVED THAT pursuant to the applicable provisions of Sections 230 to 232 and other applicable provisions, if any of the Companies Act, 2013, and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Memorandum and A1iicles of Association of the Company and subject to requisite approvals, consents, sanctions, and permissions of the shareholders and creditors of the Company and approval of the Central Government and/or National Company Law Tribunal ("NCL T"), and/or such other competent authority (hereinafter referred as 'Concerned Authority'), as may be required under applicable laws, rules and regulations, the Board do hereby approves the Scheme of Merger by Absorption, to be effective from I st April, 2018 being an Appointed Date, ofDDB Marketing Services Private Limited and Prime Green Media Private Limited by DDB Mudra Private Limited and their respective shareholders and creditors (hereinafter referred to as 'Scheme') as per terms and conditions mentioned in the Scheme placed before the Board and initialed by the Chairman of the meeting for the purposes of identification.

RESOLVED FURTHER that any Director of the Company/Mr. Viral Desai/Mr. Devang Shah/Mr. Sa.chin Velanker, Authorised Signatories of the Company, be and are hereby severally authorized in the name and on behalfofthe Company to:

a) finalise and settle the draft Scheme and make alteration(s) and modification(s) in the Scheme prior to filing with Concerned Authority and also consent to any alteration(s) or modification(s) which may be necessary or advisable or which the Conceri1ed Authority may require or deem fit to impose, to implement and to make the Scheme effective;

b) approve withdrawal (and where applicable, re-filing) of the Scheme at any stage in case any changes and/or modifications are required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder, creditor, Concerned Authority where changes and/or modifications and/or conditions are, in his/ their view not acceptable,

• and/or if the Scheme cannot be implemented otherwise, and to do all such acfs, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto;

c) issue consents in writing on behalf of the Company to the said Scheme as shareholder/ creditor of any of the other Transferor Companies which are part of the said Scheme;

d) obtain consent of shareholders and creditors, as may be required, for giving effect to the Scheme;

e) make and file application(s)/ petition(s) with the Concerned Authority, for seeking directions as to dispensing/ convening of meetings of the shareholders and/or creditors of the Company and if necessary convene and hold the meeting(s) as per direction of the Concerned Authority;

f) sign and file a~ation(s) / petition(s) with the relevant ConcernedAuthority(ies) as may be necessary or required under applicable law in connection with the Scheme and/or for

sanctioning of the Scheme; ,/:;;~;;0-1 ··//~i\c~~'''' \ 11 ': \ :! \ \2:s,, 7;'}

\:::~C\/",-.. ,~;~· .9~~,t/ 8 --

DOB Marketing SeNices Pvt. ltd.

CIN U74300MH2004PTC150026


T +91 22 33080808 F +91 22 33080304

[email protected] 'MWJ.ddbrnudragroup.com

DDB0 mudragroup

group

g) obtain approval from Concerned Authority and/or other statutory and regulatory bodies, as may be necessary;

h) prepare, sign and file all applications, petitions, documents, affidavits, representations, vakalatnamas and other papers in connection with the Scheme or delegate such authority to other person(s);

i) approve various reports as may be required with regard to filing of the Scheme and any other document(s) as may be required by the various Government authorities;

j) appoint solicitors, advocates, independent chartered accountant(s) and other expert advisors in connection with the Scheme and provide all the information as may be required by them;

k) approve and finalise all notices, advertisements, announcements and other documents in connection with the Scheme;

1) do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution and give effect to the transactions contemplated under the Scheme;

RESOLVED FURTHER THAT the Common Seal of the Company be affixed on the documents, agreements, and any other documents, if required, in the presence of any one Director of the Company together with anyone of the Authorised Signatories mentioned above, who shall sign the same in token thereof.

RESOLVED FURTHER THAT copies of these resolutions certified to be true by a Director or anyone of the abovementioned Authorised Signatories of the Company be furnished to such persons as may be necessary."

CERTIFIED TRUE COPY

For e)!;ng Services Pdvatc Limi/ / f;,

Anurag Bansal Vineet Gupta Director Director DIN NO: 03576789 DIN NO: 06455595 Address: E-404, Oberoi Splendor, Opp. Majas Depot, Address: B 305, Chitrakut Environs, Vibhutipura JV Link Road, Andheri (E), Mumbai -400060 Bengaluru - 560037

2

BS R & Co. LLP Chartered Accountants

Private and confidential

The Board of Directors DDB Mudra Private Limited Mudra House, Opp. Grand Hyatt Santacruz East MUMBAI 400 055

28 August 2018

5th Floor, Lodha Excelus, Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011 India

Telephone +91 (22) 4345 5300 Fax +91 (22) 4345 5399

Certificate that the proposed accounting treatment specified in the Scheme of Merger by Absorption (the 'Scheme') of DDB Marketing Services Private Limited (the 'First Transferor Company') and Prime Green Media Private Limited (the 'Second Transferor Company' and together known as the 'Transferor Companies'), with DDB Mudra Private Limited ('the Company' or 'Transferee Company') is in conformity with the accounting standards specified in Section 133 of the Companies Act, 2013 ('the Act').

We, BS R & Co. LLP, Chartered Accountants, the statutory auditors of the Company, have been requested by the Company to provide a certificate on the accounting treatment proposed in clause 15 of Part B 'Accounting Treatment in the books of the Transferee Company' in the Scheme approved by the Board of Directors at their meeting held on 14 July 2018, in pursuance of the provisions of Sections 230 to 232 of the Act and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, is in confonnity with the Accounting Standards specified under Section 133 of the Act, and other relevant provisions of the Act, to the extent applicable. This certificate is issued in accordance with the terms of our engagement letter dated 2 July 2018.

Management's Responsibility

The responsibility for the preparation of the Scheme and its compliance with the relevant laws and regulations, including the G~nerally Accepted Accounting Principles and other relevant provisions of the Act to the extent applicable, as aforesaid, is that of the Board of Directors of the companies involved. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the proposed scheme of merger by absorption and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances

Auditor's Responsibility

lt is our responsibility to rep01i based on the procedures performed.

For the purpose of this certificate, we have relied on the application filed by the Company and representations received from the Company's Management. Our responsibility is to certify that the accounting treatment proposed by the Company for the Scheme is in conformity with the Generally Accepted Accounting Principles specified above, and other relevant provisions of the Act, to the extent applicable. Our examination did not ext~tffo any other paiis and aspects of a legal or proprietary nature in the aforesaid scheme of merger by absorption.

B S R & Co la partnership firm with Registration No. BA61223) converted into B S R & Co, LLP (a Limited Liability, Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Office: 5th Floor, Lodha Ex Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai • 400 011. India

BS R & Co. LLP

DDB Mudra Private Limited 28 August 2018 Page 2 of 2

Auditor's Responsibility (Continued)

We conducted om examination in accordance with the Guidance Note on Repotis or Ce1iificate for Special Purposes issued by the Institute of Chaiiered Accountants of India. The Guidance Note requires us to comply with the ethical requirements of the Code of Ethics issued by the Institute of Chaiiered Accountants of India.

We have complied with relevant applicable requirements of the Standard on Quality Control ('SQC') 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Service Engagements.

Opinion

Based on our examination and according to the information and explanations given to us, we confirm that the proposed accounting treatment in the books of the Company as specified in clause 15 in Pa1i B of the Scheme, including clauses 15.6 thereof, will be in compliance with Accounting Standards issued under Section 133 of the Act.

A copy of the Scheme with proposed accounting treatment duly authenticated by the Board of Directors is attached as "Annexure A" to this ce1iificate, and is stamped by us for identification purposes only.

Restriction on use

The ce1iificate is issued at the specific request of the Company solely for the purpose of their record to comply with the provisions of Section 230 to 232 of the Act and for onward submission to the relevant statutory authorities as may be necessaiy to give effect to the Scheme. This ce1iificate should not be used for any other purpose or to be distributed to any other paiiies without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this ce1iificate is shown or into whose hands it may come without our prior consent in writing.

ForB SR & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022

Rajesh Mehra Partner Membership No: 10314

' /

SCHEME OF l\-fERGER BY AHSORPTlON

OF

DDB MARKETING SERVICES PRIVATE LI ,1\-l!TED ("FIRST TRANSFEROR COMPANY")

AND

PRIME GREEN MEDIA PRIVATE LIMITED ("SECOND TRANSFEROR COMPANY")

BY

DDB l\1l!DRA PRIVATE LDllTIW ("TRANSFEREE COMPANY")

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Under Sections 230 to232 and other applicable provisions of the Companies Act 2013

PREAMBLE

This Scheme of Merger by Absorption (hereinafter refen-ed to as "the Scheme") is presented under Sections 230 to

232 and other applicable provisions of the Companies Act, 2013 ("the Act") for absorplion of DDB Marketing

Services Private Limited and Prime Green Media Private Limited by DDB Mudra Private Limited. This Scheme also

provides for various other matters consequential or otherwise integrally connected therewith.

DESCRIPTION OF COMPANIES

DDB Marketing Services Private Limited (hereinafter referred to as the "First Transferor Company"), is

a private company limited by shares incorporated on December 15, 2004 under the Companies Act, 1956 bearing

CIN: U74300MH2004PTC150026 and PAN: AACCK5036D and having registered office at Mudra House, Opp.

Grand Hyatt, Santacruz (E), Mumbai 400 055. The First Transferor Comprmy is a wholly owned subsidiary of

the Transferee Company as since the entire paid-up equity share capital of the First Transferor Company is held

by the Transferee Company and its nominees. The First Transferor Company is primarily engaged in the business

of advertising and marketing services.

Prime Green Media Private Limited (hereinafter referred to as the "Second Transferor Company"'), is a

private company limited by shares incorporated on January 29, 2008 under the Companies Act, 1956 bearing

CIN: U22300MH2008PTCJ78363 and PAN: AAECP5254E and having its r-egistered office at Mudra House,

Opp. Grand Hyatt, Santacruz (E), Mumbai 400 055. The Second Transferor Company is also a wholly owned

subsidiary of the Transferee Company as the entire paid-up equity share capital of the Second Transferor

Company is held by the Transferee Company and its nominees. The Second Transferor Company is primarily

engaged in the business of advertising and marketing services.

DOB J\1udra Private Limited, the Transferee Company, is a private company limited by shares incorporated 01:_

February 28, 1980 under the provisions of the Companies Act, :'!:?,S;~ J'itff@'g ~©RJfIDJ[q~jll\Jf(!J')f.q:q{lNG and PAN: AA1\CM5763H and having its registered office at Mihfra House, Opp. Grand Hyatt, Santacruz (E),

{\~~ ~}°'' ,,7

C .err~ Huf uifJ ;):,-'\ i''(\el'rr-R.r--.r

, l,~a /

Mumbai 400 055. The Transferee Company is engaged in the business of advertising, marketing and related

services.

RA TIO NALE FOR THE SCHEME

All the Transferor Companies are direct wholly-owned subsidiaries of the Transferee Company with similar business

activities. In order to consolidate and effectively manage the Transferor Companies and the Transferee Company in

a single entity, which will provide several benefits including synergy, optimal utilization of resources, economies of

scale, attain efficiencies and cost competitiveness, it is intended that the Transferor Companies be merged with the

Transferee Company. The rationale for the Scheme of Merger by Absorption of the Transferor Companies by the

Transferee Company would. inter alia, have the following benefits:


11. Reducing the number oflegal entities, resulting into lesser administrative and regulatory compliances;

iii, Enable greater/ enhanced focus of the management on the business; and

iv. creating enhanced value for shareholders and allow a focused strategy in operations, which would be in the best

interest of all its shareholders, creditors and all other stakeholders.

In view of the aforesaid, the Board of Directors of the Transferee Company and the Transferor Companies have

considered and proposed the Merger by Absorption of the entire undertaking and business of the Transferor

Companies by the Transferee Company. Accordingly, the Board of Directors of the Transferee Company and the

Transferor Companies have formulated this Scheme for the transfer and vesting of the entire undertaking and business

of the Transferor Companies into the Transferee Company pursuant to the provisions of Sections 230 to 232 read

with other applicable provisions of the Act.

PARTS OF THE SCHEME

The Scheme is divided into fo[lowing parts:

• Part A -<Deals with the Definitions, Share Capital and date ofoperation of the Scheme

Part B - Deals with Merger by absorption of the Transferor Companies by the Transferee Company; and

Part C- Deals with genernl terms and conditions applicable to the Scheme.

PART A

DEFl NITJONS AND SHARE CAPITAL

L DEFlr-~iTIOr~s

ln this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the

following rn eaning:

1.1 "Act" or "the Act" means the Companies Act, 2013 and rules and regulations made thereunder, and includes

a11y statutory re-enactment or amendments(s) thereto, from time to time and also includes any other relevant

provisions of the Companies Act J 956for the time being in force.

l .2 "Appointed Date" means the 1st day of April 2018.

1.3 "Board of Directors" means Board of Directors of the Transferor Companies or the Transferee Company,

as the case may be, and shall include any person authorised by the Board.

I .4 "Effective Date" 111 cans the last of the dates on which the certified or authenticated copies of the orders of

the National Company Law Tribunal sanctioning the Scheme c1re filed with the respective Registrar of

Companies by the Transferor Companies and by the Transferee Company. Any references in this Scheme to

the "date of coming into effect of this Scheme" or "cffecti veness of this Scheme" or "Scheme taking effect"

shall mean the Effective Date.

1.5 "first Transferor Company" or "DMSPL" means DDB Marketing Services Private Limited, a company

incorporated under the Companies Act, 1956 and having its registered office at Mudra House, Opp. Grand

Hyatt, Santacruz (E), Mumbai - 400 055, bearing CTN: U74300MH2004PTC150026. "Lllw" means any

statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, notice, order, decree,

bye-law, Governmental Approval, directive, guideline, requirement or other governmental restriction, or any

similar form of decision ot: or determination by, or any interpretation, policy or administration, having the

force of law of any of the foregoing, by any Governmental Authority having jurisdiction over the matter in

question.

1.6 "Merger by Absorption" means the amalgamation of the Transferor Companies with the Transferee

Company in accordance with Section 2(1 B) of the Income T;:J.x Act, 1961, and the restructuring as

contemplated by the Scheme in terms of Part II of the Scheme.

L 7 "Scheme" means this Scheme of Merger by Absorption, inter alia. for the absorption of the Transferor

Companies by the Tra.nsferee>Company in its present form, submitted to the Tribunal for sanction of this

Scheme with such modification(s), if any, made as per Clause 19 of this Scheme.

l.8 "Second Transferor Company" or "PGMPL" means Prime Green Media Private Limited, a company

incorporated under the Companies Act, 1956 and having its registered office at Mudra Ifouse, Opp. Grand

Hyatt, Santacruz (E), Mumbai - 400 055, bearing CIN: U22300MH2008PTC 178363.

1.9 ,:.T'he 'Tdbunar' ineans the l'1atjonal Coinpany Law Tribunal, i"'ltnnbai bench as applicable or such other

forum or Appropriate Authority as may be vested with any of the powers to sanction the present Scheme

under the Act.

l t'J

1.10 "Transferee Company" or "UM PL" means DDB ~fodra Private Limited, a company incorporated under

the provisions of the Companies Act, l 956 and having its registered office at Mudra House, Opp. Grand

Hyatt, Santacruz(E), Mumbai 400 055, bearing ClN: U74300MHI 980PTC022276,

1.11 "Transferor Companies" means collectively First Transferor Company and Second Transferor Company.

1.12 "Undertaking" means the whole of the undertaking of the Transferor Companies, as a going concern,

including:

a) alt their cun-enl and non-current assets (including investments, bank balances), properties (whether

movable or immovable, tangible or intangible, personal, corporeal or incorporeal, present, fmure or

contingent) including rights, if any, in licences, pem1its whether recorded in the books or not

{hereinafter referred to as "the said Assets").

b) all secured (if any) and unsecured debts, outstanding, liabilities, contingent liabilities, duties and

obligations (if any) of. the Transferor Companies and .all other obligations of whatsoever kind

whether recorded in the books or not (hereinafter referred to as "the said Liabilities").

c) Without prejudice to the generality of sub-clauses (a) and (b) above, the Undc1taking of the

Transferor Com panics shall include all their secured and unsecured debts, borrowings, liabilities

including deferred tax liabilities (if any), duties and obligations and all the assets, claims to be set

off and properties, whether movable or immovable, real or personal, in possession or reversion,

corporeal or incorporeal, tangible or intangible (including, but not limited to, trademarks,

copyrights, trade names, brand names, corporate names, logos, goodwill, business methodologies,

etc.), present or contingent, all fixed assets, current assets, deferred tax assets (if any), investments,

reserves, provisions, funds, Demat accounts with the Depositories (if any), Banks, etc., all the

licenses/ pennits, registrations including registrations obtained under [ocal or central statutes and/

or regulations made under such statutes, benefits of agreements, contracts and arrangements,

including insurance contracts, deposits, reserves, provisions, advances, receivables, funds, cash,

bank balances, accounts and all other rights. claims and powers, of whatsoever nature and

wheresoever situated belonging to or in the possession of or granted in favour of or enjoyed by the


d) All agreements, rights, contracts, entitlements, licenses, permits, permissions, incentives, approvals,

registrations, tax deferrals and benefits and credits, subsidies, concessions (including but not limited

to direct and indirect tax concessions/ credits of any nature whatsoever), grants, rights, claims,

leases, tenancy rights, liberties, and all other approvals of every kind, nature and description

whatsoever relating to the business activities and operations of the Transferor Companies.

e) Entitlements held by the Transferor Companies or which may accrue or become due to it as on the

) r'.

Appointed Date or to which it may become so due or entitled to thereafter.

f) Amounts claimed by the Transfrror Companies whether or not so recorded in their respective books

of accounts from any Governmental Authority, under any Law, Act or Rule in force, as refund of

any tax, duty, cess or of arty excess paymertl.

g) Right to any claim made or not preferred by the Transferor Companies in respect of any refund of

tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the

Transferor Companies an<l arty interest thereon, with regard to any Law, Act or Rule or Scheme

made by the Governmental Authority, and in respect of deferred revenue expenditure, deduction,

exemption, rebate, allowance, amortization benefit, or any other or like benefits under the said Acts

or under and in accordance with any Law or Act and tax credits (including but not limited to credits

in respect of income-tax, tax on book profits, IvfAT credit, value added tax, sales tax, service tax,

excise duty, goods and service tax, etc.).

2. [n this Scheme, unless the context otherwise requires:

a) words denoting the singular shall include the plural and vice versa;

b) headings and bold typefaces are only for convenience and shall be ignored for the purpose of

interpretation;

c) references to the word "include" or"including" shall be construed without limitation;

d) a reference to a clause, section or part is, unless indicated to the contrary, a reference to a clause,

section or part of this Scheme;

e) unless otherwise defined, the reference to the word "days" shal I mean CJJlendar days;

f) reference to a document includes an amendment or supplement to, or replacement or novation of

that document;

g) word(s) and expression(s) elsewhere defined in the Scheme shall have the rneaning(s) respectively

ascribed to them; and

h) All terms and words used but not defined in this Scheme shall, unless re!mgnant or contrary to the

context or meaning thereof~ have the same meaning ascribed to them under the Act and other

applicable laws, rules, regulations, bye-laws, as the case may be, or any statutory modification or

re-enactment thereof for the time being in force.

3. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Sche111e set out here in its present fonn or \Vith any rnodi ficati_on(s) appio\:ed or i1n posed or directed by

the Tribunal or in terms of this Scheme shall take effect from the Appoi;ted Date but shall be operative from

the Effective Date.

-l__.;:::;,, ~ICATIO~

#

4. SHARE CAPITAL

4.1 The share capital structure of the First Transferor Company as on March 31, 2018, is as follows:

Particulars I Amount (Rs.)

Authorised Share Capit}1!

5,00,000 Equity Shares of Rs. l 0/- each I 50,00,000/-

Total I 50.00,000/-

Issued, Subscribed and Paid-up Sha1·c Capital

4,90,000 Equity Shares of Rs. !Oi- each I 49,00,000/-

Total I 49,00,000/-

There has been 110 change in the issued, subscribed and paid-up share capital of the First Trnnsferor Company

subsequent to March 31, 2018.

4.2 The share capital structure of the Second Transferor Company 2 as on March 31, 2018, is as follows:

Particulars I Amount (Rs.)


2,50,000 Equity Shares of Rs. 10/- each I 25,00,000/-

Total I 25,00.000/-

Issued, Subscribed and Paid-up Shat·e Capital

l 0,000 Equity Shares of Rs. 10/- each I l ,00,000/-

Total I 1,0{1,000/-

There has been There has been no change in the issued, subscribed and paid-up share capital of the Second

Transferor Company subsequent to March 31, 2018.

4.3 The share capital structure of the Transferee Company as on March 31, 2018, is as follows:

- --Particulars Amount (Rs)

Authorised Sha re Capital

4,90,000 Equity Shares of Rs. l 0/- each 49,00,000/-

1,000, 11 % Redeemable Nun-Cumulative Preference Shares of Rs. 100/- Each 1,00,000/-

Tota[ 50,00,000/-

issued, Subscribed and Paid-up Share Capital

2,15,539 Equity Shares of Rs. l 0/- each 21,55,390/-

Total 21,55,390/-

There has been no change in the issued, subscribed and paid-up share capital of the Transferee Company

subsequent to March 31, 20 l&.

!DENT!

PART B

MERGER H;Y ARSORPTION OF THE TRANSFEROR CO,l\1I'ANIES BY THE TRANSFEREE COMPANY

5. lVIERGER BY ABSORPTION OF THE TRANSFEROR COMPANIES

5. I Upon coming into effect of the Scheme and with effect from the Appointed Date, the whole of the

Undertakings of all the Transferor Companies shall, pursuant to the sanction of this Scheme and pursuant to

the applicable provisions of the Act, be and stand transferred to and vested in or be deemed to have been

transferred to and vested in the Transferee Company, each as a going concern without any fu1iher act,

instrument, deed, matter or thing tO be made, done or executed so as to become, on and from the Appointed

Date, the Undertakings of the Transferee Company by virtue of and in the manner provided in this Scheme.

Without prejudice to the generality of Clause 5.1 above, on the coming into effect of this Scheme and with

effect from the Appointed Date:

5.2 In respect of such of the assets and Undertaking of the Transferor Companies as are movable in nature or are

otherwise capable of transfer by manual delivery or by endorsement and delivery, wherever located, the same

may be so transferred by the Transferor Companies and shal I become the property of the Transferee

Company.

5.3 In respect of such of the assets and Undertaking belonging to tl1e Transferor Companies other than those

referred to in sub-clause 5.2 above;the same shall (as more particularly provided in sub-clause 5.1 above)

without any further act, instrument or deed, .stand transferred to and vested in the Transferee Company and/

or be deemed to be transferred to and vested in the Transferee Company on the Appointed Date pursuant to

the provisions of Section 232 of the Act.

5.4 All assets (including investments), e-!itates, rights, title, interest and authorities acquired by the Transferor

Companies after the Appointed Date and immediately prior to the Effective Date for operation of the

Transferor Companies shall also stand transferred to and vested in the Transferee Company upon the Scheme

coming into effect.

5 .5 Upon the Scheme coming into effect and subject to the provisions of this Scheme, all contracts, deeds, bonds,

agreements, schemes, arrangements and other instruments of whatsoever nature in relation to the Transferor

Companies, to which the Transferor Companies are parties or to the benefit of which the Transferor

Companies may be eligible, and which are subsisting or having effect immediately before the Effective Daie,

shall be in full force and effect on or against or in favour, as the case may be, of the Transferee Company and

r

-;:;~ --v-··

may be enforced as fully and effectually as if, instead of the Transferor Companies, the Transferee Company


5.6 Without prejudice to the other provisions of the Scheme and notwithstanding the fact that vesting of the

Transferor Companies occurs by virtue of Part B of this Scheme itself, the Transferee Company may, al any

time after coming into effect of this Scheme in accordance with the provisions hereof, if so required, under

any law or otherwise, execute deeds (including deeds of adherence), confinnations or other writings or

tripartite arrangements with any party to any contract or arrangement to which the Transferor Companies are

parties or any writings as may be necessary to be executed. The Transferee Company shall, under the

provisions of Patt B of this Scheme, be deemed to be authorised to execute any such writings on behalf of

the Transferor Companies and to carry out or perform all such formalities or compliances referred to above

on the. part of the Transferor Companies to be carried out or performed.

5.7 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon

the Scheme coming into effect, all insurance claims and policies, consents, permissions, licenses, approvals,

certificates, clearances, authorities given by, issued to or executed in favour of the Transferor Companies and

all approvals, intellectual property and all other interests relating to the Transferor Companies, be transferred

to and vested in the Transferee Company as if the same were originally given by, issued to or executed in

favour of the Transferee Company, and the rights and benefits under the same shall be available to the

Transferee Company.

5.8 With effect from the Appointed Date the said Liabilities, if any, and any accretions or deletion thereto after

the Appointed Date and upto the effective date shall also staml transferred to or deemed to be transferred to

without any further act or instrument or deed to the Transferee Company and further it shall not be necessary

to obtain the consent of any third party or other person who is party to any contract or arrangement by virtue

of which such debts, liabilities, duties and ob[igations have arisen in order to give effect to the provisions of

this clause.

5.9 Upon this Scheme coming into effect, any loan or other obligation due between the Trallsferor Companies

and the Transferee Company, if any (arising out of any arrangement), shall stand discharged, the said loan,

obligation or convertible securities shall be correspondingly extinguished, and there shall be no liability in

that behalf with effect from the Appointed Date.

5.10 Where any of the liribilities and obligations of the Transferor Companies as on the Appointed Date deemed

to be transferred to the Transferee Company have been discharged by the Transferor Companies after the

Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on

account of the Transferee Company, and all loans raised and used and t1ll liabilities and obligations incurred

--,

hy the Transferor Companies after the Appointed Date and prior to the Effective Date shall be deemed to

have been raised, used or incurred for and on behalf of the Transferee Company and to the extent they are

outstanding on the Effective Date, shall also without any further act or deed be and stand transfen-ed to the

Transferee Company :md shall become the linbilities and obligations of the Transferee Company which shall

meet, discharge and satisfy the same.

5.11 It is darificd that the Scheme .shall not in any manner affect the rights and interests of the creditors of the

Transferor Companies or be deemed to be prejudicial to their interests.

6. Encumbrances

G. l The transfer and vesting of the assets comprised in the Undertaking to and in the Transferee Company under

Clause 5 of this Scheme shall be subject to the mortgages and charges, if any, affecting the same, as and to

the extent hereinafter provided.

6.2 All the existing securities, mortgages, charges, encumbrance, or liens (the "Encumbrances"), if any, as on

the Appointed Date and created by the Transferor Companies after the Appointed Date, over the assets

comprised in the Undertaking or any part thereof transferred to the Transferee Company by virtue of this

Scheme and in so far as such Encumbrances secure or relate to liabilities of the Transferor Companies, the

same shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which

they are related or attached prior to the Effective Date and as are transferred to the Transferee Company, and

such Encumbrances shall not relate or attach to any of the other assets of the Transferee Company.

6.3 The existing Encumbrances over the assets and properties of the Transferee Company or any part thereof

which relate to the liabilities and obligations of the Transferee Company prior to the Effective Date shall

continue to relate only to such assets and properties and shall not extend or attach to any of the assets and

properties of the Undertaking transferred to and vested in the Transferee Company by virtue of this Scheme.

6.4 Any reforence in any security documents or arrangements (to which the Transferor Companies is a party) to

the Transferor Companies and their assets and properties, shall be construed as a reference to the Transferee

Company and the assets and properties of the Transferor Companies transferred to the Transferee Company

by virtue of this Scheme. Without prejudice to the foregoing provisions, the Transferor Companies and the

Transferee Company may execute any instruments or documents or do all the acts and deeds as may be

considered appropriate, including the filing of necessary pariicu!ars andior rnodification(s) of charge(s), with

the Registrar of Companies to give formal effect to the above provisions, if required.

6.5 Upon the coming into effect of this Scheme, the Transferee Company alone shall be liable to perform all

obligations in respect of the Said Liabilities, which have been transferred to it in tenm of the Scheme.

6.6 lt is expressly provided that, no other term or condition of the Said Liabilities transferred to the Transferee

Company is modified by virtue of this Scheme except to the extent that such amendment is required

st<1tutorily or by necessary implication.

6.7 The provisions of this Clause 6 shall operate in accordance with the terms of the Scheme, notwithstanding

anything to the contrary contained in any instrument. deed or writing or the terms of sanction or issue or any

security document; all of which instrument,;, deeds or writings shall be deemed to stand modified and/or

superseded by the foregoing provisions.

7. COl\'lPLIANCE WITH TAX LA\VS

7. l This Scheme has been dravm up to comply with the conditions relating to "Amalgamation" as specified under

Section 2(1B) of the Income-tax Act, 1961 (the "IT Act") and other relevant provisions of the IT Act. If any

terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the s.aid

section at a foter date including resulting frorn a retrospective amendment of law or for any other reason

whatsoever, till the time the Scheme becomes effective, the provisions of the said section of the IT Act, shall

prevail and the Scheme shall stand modified to the extent determined necessary to com ply with Section 2{ 1 B)

of the IT Act and other relevant provisions of the IT Act.

7 .2 On or after the Effective Date, the Transferee Company is expressly permitted lo revise, its financial

statements and returns along with prescribed forms, filings and annexures under the 1T Act {including for the

purpose of re-computing minimum alternative tax, and claiming other tax benefits), service tax law, VAT

law, goods and service tax law and other tax l;iws, and to claim refunds and / or credits for taxes paid

{including tax on book profits. MAT credit and foreign tax credit), and to claim tax benefits etc. and for

matters incidental thereto, if required 1o give effect to the provisions oftbe Scheme notwithstanding that the

period of filing/ revising such returns/ forms may have lapsed and period to claim refund/ credit also elapsed

upon this Scheme becoming effective.

7.3 All tax assessment proceedings/ appeals (including application and proceedings in relation to advance ruling)

of whatsoever nature by or against the Transferor Companies pending and/ or arising at the Appointed Date

and relating to the Transferor Companies shall be continued and / or enforced until the Effective Date as

desired by the Transferee Company. As and from the Effective Date, the tax proceedings shall be continued

and enforced by or against the Transferee Company in the same manner and to the same extent as it would

or might have been continued and enforced by or against the Transferor Companies.

7.4 Further, the aforementioned proceedings shall not abate or be discontinued nor be in any way prejudicially

affected by reason of the Merger by Absorption of the Transferor Companies by the Transferee Company or

an:y1hing contained in the Scheme.

FICAT!ON

7.5 Any tax liabilities including but not limited to liabilities under the IT Act, Foreign Tax Credit, Tax Treaties,

Customs Act l 962, Service Tax laws, VAT [aws, Goods and Service Tax laws or other applicable laws /

regulations dealing with taxes i duties/ levies allocable orrelated to the business of the Transferor Companies

to the extent not provided for or covered by tax provision in the accounts made as on the date immediately

preceding the Appointed Date shall be transferred to the Transferee Company.

7 .6 Any refund including but not limited to refund under the IT Act, Foreign Taxes, Customs Act 1962, Service

Tax laws, VAT laws, Goods and Service Tax laws or other applicable laws/ regulations dealing with taxes/

duties i levies allocable or related to the business of the Transferor Companies due to the Trar1sferor

Companies consequent to the assessment made on the Transferor Companies and for which no credit is taken

in the accounts as on the date immediately preceding the Appoinied Date shall also belong to and be received

by the Transferee Company.

7 .7 All taxes including income-tax, minimum aliemate tax, foreign taxes, custom ducy, service tax, goods and

service tax, etc. paid or payable by the Transferor Companies in respect of their operations and/ orthe profits

of the business before the Appointed Date, shall be on account of the Transferor Companies and, in so far as

it relates to the tax payment (including, without limitation, income-tax, minimum alternate tax, custom duty,

service tax, goods and service tax, etc.) whether by way of deduction at source, advance tax or otherwise

howsoever, by the Transferor Companies in respect of their profits or activities or operation of the business

after the Appointed Date, the same shal I be deemed to be the corresponding item paid by the Trnnsferee

Company and shall, in all proceedings, be dealt with accordingly. Frniher, any tax deducted at source by tbe

Transferor Companies / Transferee Company on payables to the Transferee Company / Transferor

Companies on account ofinter-se transactions which has been deemed not to be accrued, shall be deemed to

be advance taxes paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly.

7 .8 Obligation for deduction of tax at source on any payment made by or to be made by the Transferor Companies

including but not limited to obligation under>the IT Act, Wealth-tax Act, 1957, service tax laws, customs

law, goods and service tax law or other applicable laws/ regulatiorrs dealing with taxes i duties/ levies shall

be made or deemed to have been made and .duly complied with by the Transferee Company.

7.9 Without prejudice to the generality of the above, all benefits, incentives, losses, Credit for tax including on

book profits, accumulated losses, <.:reuits (including, without limitation income tax, excise duty, servrce tax,

applicable state value added tax, cenvat credit, goods and service tax credit, etc.) to which the Transferor

Companies are entitled to in terms of applicable laws, shall be available 10 and vest in the Transferee

Company on and after the Appointed Date, even if such credits have not been availed off in the books o.s on

1hc date of transfer. Also, the Transferee Company wi[! be entitled to avail Cenvat Credit I Goods and Service

Tax Credit after the Appointed Date in respect of all duties/ taxes where the documents are in the name of

the Transferor Companies. Further, licenses issued to the Transferor Companies by any regulatory

authorities, if any, and all benefits and tax credits, if any, associated with it shall stand transferred to the

Transferee Company upon the Scheme becoming effective.

8. LEGAL PROCEEDINGS

On and from the Appointed Date, all suits, actions and legal proceedings, if any, instituted and/ or pending

and/ or arising by or against any of the Transferor Companies shall be continued and/ or enforced until the

Effective Date as directed by the Transferee Company and on and from the Effective Date, shall be continued

and i or enforced by or against the Transferee Company as effectually mid in the same manner and to the

same extent as if the same had been instituted and / or were pending and / or arising by or against the

Transferee Company.

9. CONTRACTS, DEEDS, ETC.

9. J Upon coming into effect of this Scheme and subject to the provisions of this Scheme, all contracts, including

contracts for tenancies and licenses, deeds, bonds, agreements, incentives, benefits, exemptions, entitlements,

arrangements, escrow arrangements and other instruments of whatsoever nature in relation to the Transferor

Companies to which the Transferor Companies are a party or to the benefit of which the Transteror

Companies may be eligible and which are subsisting or having effect immediately before !he Effective Date,

shall be in full force and effect on or against or in favour, as the case may be, oftbe Transferee Company and

may be enforced a, fully and effectually as if, instead of the Transferor Companies, the Transferee Company


9.2 The Transferee Company may, at any time after coming into effect of this Scheme in accordance with the

provisions hereof, if so required, under any law or otherwise, execute deeds, confirmations or other writings,

confirmations or novations or tripartite arrangements with any party to any contract or arrangement to which

the Transferor Company are a party or any writings as may be nece3'Sary to be executed in order to give

formal effect to the above provisions.

9.3 On the Scheme becoming effective, such contracts i escrow arrangements/ deeds/ any other ammgements

shall stand transferred to or deemed to be transferred to the Transferee Company without any further act or

instrument or deed and further it shall not be necessary to obtain the consent of any tbird pa11y or other person

who is party to any such contract/ escrow arrangements/ deeds I any other arrangement.

10. CONDUCT OF IHJSINF:SS TiLL EFFECTIVE DATE

I 0. l With effect from the Appointed Date and up to and including the Effectivi:: Date:

a) The Transferor Companies shall stand possessed of all the estates, assets, rights, title, interest,

authorities, contracts, investments and shall take strategic decisions for and on account oL and in

trust for the benefit of the Transferee Company.

6) All income, profits, costs, charges, expenses and taxes accruing to the Transferor Companies or

losses arising or incurred by it (including the effect of taxes if any thereon), relating to the Transferor

Companies shall for all purposes, be treated as the income, profits, costs, charges, expenses and

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

I 0.2 The Transferee Company shall be entitled, pending the sanction of the Scheme, to npply to the Central

Government and all other agencies, depaltments ;md authorities concerned as are necessary under any law

for such consents, approvals and sanctions which the Transferee Company may require to carry on the

business of the Transferor Companies.

I 0.3 For the avoidance of doubt and without prejudice to the generality of the applicable provisions of the Scheme,

it is clarified that with effect from the Effective Date and till such time that the name of the bank accounts of

the Transferor Companies have been replaced with that of the Transferee Company, the Transferee Company

shall be entitled lo operate the bank accounts of the Transferor Companies in the name of the Transferor

Companies in so far as may be necessary. All cheques and negotiable instruments, payment orders received

or presented for encashment which are in the name of the Transferor Corn panies after the Effective Date shall

be accepted by the bankers of the Transferee Company and credited lO the account of the Transferee

· Company, if presented by the Trnn sferee Company. Similarly, ti II the ti me any regulatory registrations of the

Transferor Companies are closed / suspended and regulatory filings are required lo be done on such

registrations, the Transferee Company shall be entitled to do so to comply with the relevant regulations.

I l. EMPLOYEES

11. l On the coming into effect of this Scheme, all employees, if any, of the Transferor Companies who are in

employment of the Transferor Companies, as on the Effective Date, shall become the employees of the

Transferee Company with effect from the Effective Date without any break or interruption in service and on

the same terms and conditions as to employment and remuneration on which they are engaged or employed

by the Transforor Companies. It is clarified that the employees of the Transferor Companies who become

employees of the Transferee Company by virtue of this Scheme, shall not be entitled to the employment

policies and shall not be entitled to avail of any schemes and benefits that may be applicable and available to

any of the employees of the Transferee Company unless otherwise determined by the Transferee Company.

The Transferee Company undertakes to continue to abide by any agreement/ settlement, if any, entered into

··~

by any of the Transferor Companies with any union i employee. After the Effective Date, the Trnnsferee

Company shall be entitled to vary the terms and conditions as to employment and remuneration of the said

employees or any of them on the same basis as it may do forthe employees of the Transferee Company.

l l .2 It is expressly provided that, on the Scheme becoming effective, the Provident Fund, Gratuity Fund,

Superannuation Fund or any other Special Fund or Trusts created or existing for the benefit of the employees

of the Transferor Companies shall become funds / trusts of the Transferee Company for all purposes

whatsoever in relation to the administration or operation of such funds/ trusts in relation to the obligation to

make contributions to the said funds / trusts in accordimce with the provisions thereof as per the terms

provided in the respective Trust Deeds, if any, to the end and intent that all rights, duties, powers and

obligations of the Transferor Companies in relation to such funds/ trusts shall become those of the Transferee

Company. It is clarified that the services of the employees of the Transferor Corn panics will be treated as

having been continuous for the purpose of the said funds / trusts and for computing any other employee

benefits.

12. SAVING OF CONCLUDED TRANSACTIONS

The Merger by Absorption of the Transferor Companies pursuant to this Scheme shall not affect any

transaction or proceedings already concluded or liabilities incurred, or any liabilities discharged by the

Transferor Companies, on or after the Appointed Date till the Effective Date, to the end and intent that the

Transferee Company shall accept and adopt all acts, deeds and things made, done and executed by the

Transferor Companies as acts, deeds and things made, done and executed by or on behalf of the Transferee

Company.

13. INTER-SE TRANSACTIONS

13. l Without prejudice to Clauses 5 and 12, with effect from the Appointed dnte, all inter-party transactions inter

se the Transferor Compa11ies and between any of the Transferor Companies and the Transferee Company

shall be considered ns intra-party transactions for all purposes from the Appointed Date or from the

transaction date whichever is later and on the coming into effect of this Scheme, the same shall stand

cancelled without any further act, instrument or deed,

13.2 Further, it is clarified thatthe above clause has no impact whatsoever on any taxes in the form of income

tax, goods and service tax, service tax, works contract tax, value added tax etc. paid on account of such

transactions. The taxes paid shall be d:cemed to have been paid by or on behai f of the Transferee Company

and on its own account and therefore, the Transferee Company will be eligible to claim the credit/ refund of

the same and is also entitled to revise returns, as may be necessary, to give effect to the same.

14. CONSIDERATION

14. l All the Transferor Companies are direct wholly owned s11bsidiaries of the Transferee Company and the entire

paid-up share capital of the Transferor Companies is held by the Transferee Company directly and through

its nominees.

14.2 On the Scheme coming into effect, the entire issued, subscribed and paid-up share capital of all the Transferor

Companies shall, ipso facto, without any further application, act, deed or instrument stand extinguished and

cancelled and no new shares of the Transferee Company will be issued or allotted with respect to the shares

held in the Transferor Companies.

14.3 The share certificates issued by each of the Transferor Companies in relation to their respective shares shall,

without any further application, act, instrument or deed, be deemed to be and stand automatically cancelled

as on the Effective Date. In relation to shares of any of the Transferor Companies which are held in

dematerialized form, the Transferee Company shall execute and take all necessary steps, actions, matters or

things and make all necessary filings, as required to give effect to the cancellation.

15. ACCOUNTING TREATMENT IN THE HOOKS OJ• THE TRANSFEREE COMPANY

Upon the coming into effect of this Scheme, the Transferee Company shal I account for the a'inalgamation in

its books as fol lows:

15.1 The Transferee Company shall upon the Scheme coming into effect, record the assets and liabilities, if any,

of the Transferor Companies vested in it pursuant to this Scheme, at the respective book values thereof and

in the same form as appearing in the books of the Transferor Companies.

15.2 The identity of the reserves of the Transferor Companies shall be preserved and the Transferee Company

shall record the reserves of the Transferor Companies in the same form, manner and at the same values as

they appear in the financial statements of the Transferor Companies.

15.3 Pursuant to the amalgamation of the Transferor Companies with the Transferee Company, the inter-company

balances between the Transferee. Company and the Transferor Companies, if any appearing in the books of

the Transferee Company shall stand cancelled and there shall be no further obligation in that behalf.

15.4 111e value of investments held by the Transferee Company in the Transferor Companies shall stand cancelled

pursuant to amalgamation.

l S.S F.xcess of Net Assets ("Net Asset," means difference ofbnok value nfc1ssets trnnsferred over the bnok Villue

ofliabilitics and reserves) over the value of investment (as per clause 15.4 above) shall be recorded as Capital

Reserve in the books of the Transferee Company. However, in case of excess of value of investment (ilS per

clause 15 .4 above) over Net Assets ("Net Assets" means difference of book value of assets transferred over

the book value of liabilities and reserves) shall be adjusted against the Reserves of the Transferee Company.

·15.6 In case of any difference in accounting policy between the Transferor Companies and the Transferee

Company, the accounting policies followed by the Transferee Company will prevail and the difference shall

be quantified and adjusted in the Reserve in the books of accounts of the Transferee Company.

15.7 Any provisions created by the Transferee Company for investments made in the Transferor Companies/ loan

given to the Transferor Companies shall be reversed and credited to the profit & loss account of the Transferee

Company for financial year in which Scheme becomes effective.

15.S l n addition, the Transferee Company shall pass such accounting entries, as may be necessary, in connection

with the Scheme, to comply with any of lhe applicable accounting standards and generally accepted

accounting principles adopted in India.

16. AMENDMENT TO THE MEMORANDUM OF ASSOCIATION

l 6.1 Upon the Scheme becoming effective, the Authorised Share Capital of the Transferor Companies shall stand

transferred, credited and merged with thHt of the Transferee Company without payment of additional fees

and stamp duty as the said fees and stamp duty have already been paid by the Transferor Companies and the

Authorised Share Capital of the Transferee Company will be increased to that effect by just filing requisite

forms and no separate procedure shall be followed under the Act. Consequently, the Memorandum of

Association of the Transferee C'...ompany shall without any act, instrument or deed be and st<1nd altered,

modified and amended pursuant to Sections 13, 61 and other applicable provisions of the Act as follows:

''The Authorised Equity Share Capital qf the Company is Rs. 1,25,0D,OOO/ (R'upees One crore Twenty Five

lacs only) divided as follows:

12, 40, ODO (Twelve lac forty thousand onl,v) equiry shares of face value of Rs. J 0/- (Rupees Ten only)

each

1000 (One Thousand only) I 1% Redeemub!e 11011-cumulative preference shares uf !NR I 00/- each"

16.2 With effect from the Appointed Date and upon the Scheme becoming effective, Memorandum of Association

of the Transferee Company shall be amended by inseJ1ing following clauses in the Main Objects Clause

without requiring any further approvals of shareholders of the Transferee Company under Sections 13 ;rnd


I. To cany on in lndia or obroad ihe business of advertising and publicity agents. contmctors, consulrants,

counsel/ors. canvassers. designers_. managers, producers, promoters, administrators or orgaJJi::,ers,

111arkeli11g agents and.for this purpose to purchase. sell, sponsor. hire, chaner, manage, acquire, design.

1111c/errake, hold. hui!t, manujL,clure. provide and promote advertising or publicity material. lime slot. space

or opportunity 011 any audio. video, print. e/ectro11ic, digital media including /JI// not limited /0 radio station,

i111ernet. broadcasting centre, 1elevision centre, audio-video cassettes. outdoor advertising media, siwiages.

neon sings. electronic display board. cinemas. cable network. newspapers, periodicals, publications,

magazines. smrFenirs, social media and all other presenl and_(ealure media m· display devices; to cany 011

the 1Fork ql market research brand huilding, product promotions, sales campaigns. n1edia campaigns.

holding exhibifio11s and all other (,pes and modes of promotional l1clivities, event mcmagement, public

relations. sponsorship.for all (vpes of events cmd fiwcticms for all kind of businesses. indusrries and.for all

kind L?l produc/s and services and to do alf incidenral acts and rhings necessrnyfor the aftainme11f of objects

under these presents.

2. To 1111dertake. develop and carry on 1he business l!{all kinds of communications including web designing,

web applications, analytics, mobile advertising, digital advertising, online markeiing, promotions, social

media management, social media markefing, gaming app!icalion, mobile application, educational software

etc. am/ oct as impor!ers, exporters, agents, distributer.1· and consultants for the above.

3. To cany on the business ,7( production, dis,rihution, exhibitions. processing co11sultation. financiers.

importers, exporters, purchaser, seller, take on hire and otherwise acquire and otherwise deal i11 all kind of

films, Jeat11re films and pictures with eve1y description, variety, nature and subjects and in all its branches

including motion picll/res. cinematographic films, televisionf11ms and serials, videofi/ni1', audio and video

sofl1vare, promotional films, educational films. advertisingfilms, animation films, short films, documentary

films, exhibition films, sponsored programmes, news coverage, sports coverage, all kind5 qf audio/video

programmes and to carry out all other related activities like choreography, audiography, sound editing, art

direction, preparation of design and erections of sets, production co-ordination, script and dialogue writing,

co11s11!1ancy, editing. dubbing, subtitling, translating in mzy language, including tramfer of.films lo video

casset/es and/or compacr disc in any version and vice versa and to carry out all other related pre and post

production activities and to set up, establish, undertake, maintain, make available, install and run the

hardware and so.flware systems required.for above and to act as Advisors, Agents, Managers and Supervisors

on al/ malters re!ared to above, in any part of India or elsewhere in the World.

4. To generate. accumulate, transmit, distribute, purchase, sell and sup PZY electricity power or any ollwr energy

ji'om the convention I 11011-convenfional (e.g. ji.1el I hydro I thermal I wind/ solar I tidal I biomass etc.) energy

sources for captive use or 011 a commercial basis lo consumers and others or to any Stare I Central Electriciiy

.. -->-:.:--~ tf.~--:::,,_\t\f.fl 7;•,,::\_c'"'·'·"''•\'"""D !,~·o, R lf)l=.:N. ,'H'.;',·c"'/tl"!,.,

f~r~tt~~hlt:, . , !L c, , nr' ,

\ g \ .. Jf_J,;,i C) . r.- .• \\ :\.

\.,_ '.....,, (Z• ~/ ,.}~ ~-fl~-·-• ~-::.;::.:>· ,,,\!.

BS LLP

Board and Agency/ Agencies in !he line of activity o_f energy generation. transmission and dislribwion and

w c:onstrnct, lay down, esiab!ish, acquire, operCl/e and moimoin power / energy generating stotions,

including building. strnctures, works. machineries. equipments, cables and to 1111dertake or to carry 011 the

business of managing, owing, controlling, erecting, commissioning, operating, running, leasing or

transferring to third person.<1· power plants and plants based on conventio110! or no11-conve11tional energy

sources.

l6.3 Pursuant to this Scheme, Transferee Company shall file the requisite forms with the Registrar of Company,

Maharashtra at tv1umbai for amending the main objects in accorda11ce with the Clause 16.2 of this Scheme.

16.4 lt is clarified that for the purpose of amendment in its Authorised Share Capital and the Object Clause, the

Transferee Company shall 11ot be required to pass any resolutions pursuant to Sections 13, 61 and other

applicable provisions, if any, of the Act and consent of the shareholders to this Scheme shall be deemed to

be sufficient for this purpose. For the sake of clarity, it shall also be deemed that tl1e members of the

Transferee Company have accorded their consent as required under the Act for the purpose of amendment in

its Authorised Share Capital.

17. WINDING-UP OFTIIE TRANSFEROR COMPANIES

On the Scheme becoming effective, the Transferor Companies shall stand dissolved without being wound up

and \.Vithout any further acts by any party.

PARTC

G.ENlDRAL TJ::RMS AND CONDITIONS

18. APPLICATION TO THE TRIBUNAL

The Trnnsferor Companies and the Transferee Compa11y, with all reasonable dispatch, shall make necessary ., applications/ petitions before the Tribunal for the sanction of this Scheme under Sections 230 to 232 and


19. MODIFICATIONS/ AMEND1\"1ENTS TO THE SCH.El.VIE

The Transferee Company and the Transferor Companies through their respectiv~ Board of Directors may

n1ake and/ or con~ent to any n1odification:, / an1endments to this Schen1e or to a.i7y conditjons or lin1itations

that the Tribunal or any other authority may deem fit to direct or impose or which may otherwise be

considered necessary, desirable or appropriate by them or the Board, including the withdrawal of this Scheme

or part thereof. The Board of Directors of the Transferee Company shall take all such steps as may be

necessary, desirable or proper to resolve any doubts. difficulties or questions, including interpretation of the

Scheme, whether by reason of any directive or orders of any other authorities or otherwise howsoever arising

out of or under or by virtue of the Scheme and/ or any matter concerned or connected therewith. The power

oft he Board to modify/ amend the Scheme shall be subject to the approval of the Tribunal.

20. SCHEME CONDITWNAL ON APPROVALS/ SANCTrONS

:20. l The Scheme is conditional upon and subject to:

a} The approval by the requisite majority of the shareholders and/ or creditors (as may be required and

/ or to the extent not dispensed with by the Appropriate Authorities) of the Transferor Companies,

as required under applicable Laws;

h) The requisite sanction or approval of the Appropriate Authorities being obtained and/ or granted in

relation to any of the matters in respect of which such sanction or approval is required;

c} Sanctions and Orders under the applicable provisions of the Act / Laws being obtained by the

Transferee Company and the Transferor Companies from the Appropriate Authorities; and

d) Cettified copies of the orders of the Appropriate Authorities, sanctioning the Scheme being filed

with the Registrar of Companies, Mumbai at Maharashtra by the Transferee Company and the

Transferor Companies

21. EFFECT OF NON-RECEIPT OF APPROVALS

21, 1 In the event. of any of the said sanctions and approvals referred to in Clause 20 above not being obtained

(unless otherwise released by the Board of Directors) and / or the Scheme not being sanctioned by the

Tribunal or such other competent authority as aforesaid, this Scheme shall stand revoked, cancelled and be

of no effect, save and except in respect of any act or deed d,pne prior thereto as is contemplated hereunder or

as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be

governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise

in law.

:21.2 The Board of Directors of the Transferor Companies and the Transferee Company shall be entitled to

withdraw this Scheme prior to the Effective Date.

21.3 The Board of Directors of the Transferor Companies and the Transferee Company shall be entitled to revoke,

cancel and declare the Scheme ofno effect if they are of the view that the coming into effect of the Scheme

,, /

with effec1 from the Appointed Date could have adverse implications on the combined enti1y post l\·1erger by

Absorption.

21.4 If any part of this Scheme hereof is invalid, ruled illegal by any Tribunal of competent jurisdiction, or

unenforceable under present or future laws, then it is the intention of the Transferor Companies and the

Trnnsferee Company thac such part shall be severable from the remainder of the Scheme. Further, if the

deletion of such part of this Scheme may cause this Scheme to become materially adverse to the Transferor

Cc,mpanies and / or the Transferee Company, then in such case the Transferor Companies and i or the

Transferee Company shall attempt to bring about a modification in the Scheme, as will best preserve for the

Transferor Companies and the Transferee Company the benefits and obligations of the Scf1eme, including

but not limited to such part.

22. COSTS

All costs, charges, levies and expenses of the Transferor Companies and the Transferee Company

respectively in relation to or in connection with or incidental to this Scheme or the implementation thereof

shall be borne and paid for by the Transferee Company, unless otherwise determined by the t:\oards of

Directors of the Transferor Companies and the Transferee Company.

..

FOR IDEN'T!FICATION

\) co" lLP

DOB Marketing SeNices Pvt. Ltd

CIN U74300MH2004PTC15002

Regd. Office Mudra House Opp Grand Hyatt Santacruz Eas Mumbai 400055 Maharashtra

T +91 22 330B0808 F +91 22 33080304

gr up BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH, AT MUMBAI

C.A.(CAA)/1161/MB/2018 In the matter of the Companies Act, 2013

AND


AND


DDB Marketing Services Private Limited ... the First Applicant Company /Transferor Company I

Form No. MGT-11

PROXY FORM

DDB Marketing Services Private Limited CIN No .. : U74300MH2004PTC150026

Registered Office Mudra House,

Opp. Grand Hyatt, Santacruz (East) Mumbai - 400 055.

Email: [email protected] /[email protected]

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014-] Name of the Company DDB Marketing Services Pri vatc

Limited

--·-

3 Company Identification Number U7 4300MH2004 PTC 150026 (CIN)

--·---

Registered Office Mudra House, Opp. Grand H yatL Santacruz (East) Mumbai - 400 _055. - i

[email protected] I N f t} I www.ddbrnudragroup.com an1e O 1e

Member(s) DDB0 mudragroup ~--~~---~- --------··-----·--··------ ------·-

group

~~-~-~~-i_:i_\e_~~-d_A_d_d_re_s_s--+1----------------------- _____ _

_ Folio No. _

-·---·--

Name of the Member(s) Registered Address

----·--- -------·--·--·----

E-mail ID --------------

Folio No. ---- ---- -···--

I/We, being the member(s) of _____ shares of DDB MARKETING SERVICES PRIVATE LIMITED, hereby appoint:-

Name: ---------

Address: E-mail ID:

Signature, or failing her ---

As my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the National Company Law Tribunal Convened Meeting of the Company, to be held on Tuesday, 11 th December 2018 at Mudra House, Opp. Grand Hyatt Santacruz (East) Mumbai - 400 055 at l 0.00 a.m., Maharashtra, India and at any adjournment or adjournments thereof in respect of such resolutions and in such manner as are indicated below:

~--~--------------------------------·---·----Sr. No.

Particulars

f-------1---------------------------------·-I. Approval of Scheme of Merger by Absorption of DDB Marketing

Services Private Limited and Prime Green Media Private Limited vvith DDB Mudra Private Limited, and their respective Shareholders and Creditors ____ _ __ j

Signed this_ day ofNovember 2018


CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Mumbai 400055 Maharasl1tra

T +91 22 33080808 F .+91 22 33080304


/.,

group

Signature of Shareholder(s) _______ _

Signature of Proxy holder(s) --------

NOTES:

Affix Re. Reven ue Stamp

1. This form in order to be effective should be duly completed and deposited at the Registered Office of the Company at office - Mudra House, Opp. Grand Hyatt, Santacruz (East) Mumbai - 400 055 not less than 48 hours before the commencement of the Meeting.

2. Please affix revenue stamp before putting signature.

3. Alterations, if any, made in the Form of Proxy should be initialled.

4. In case of multiple proxies, the proxy later in time shall be accepted.

5. Proxy need to be the shareholder of the Company.

6. Body Corporate and FPI/FII Equity Shareholder(s) would be required to deposit certified copies of Board/ Custodia] Resolutions/Pmver of Attorney in original, as the case may be, authorizing the individuals named therein, to attend and vote at the meeting on its behalf. These documents must be deposited at the Registered Office of Company at office - Mudra House, Opp. Grand Hyatt, Santacruz (East) Mumbai ~ 400 055 at least 48 hours before the time of holding the meeting.


CIN U74300MH200<lPTC150026


T +91 22 33080808 F +91 22 33080304


DDB0 mudragroup

gr up

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH, AT MUMBAI

C.A.(CAA)/1161/MB/2018 In the matter of the Companies Act, 2013

AND


AND


DDB Marketing Services Private Limited ... the First Applicant

Company/ Transferor Company I

DDB MARKETING SERVICES PRIVATE LIMITED CIN No.: U74300MH2004PTC150026

Registered Office Mudra House,

Opp. Grand Hyatt, Santacruz (E), Mumbai-400 055. Email: sachin,yelankan2t)ddbrnudra2roui2,l:()lil /

corp. [email protected]

ATTENDANCE SLIP

The National Company Law Tribunal Convened Meeting - Tucsda)1 , 11 · December 201 ·

Name and address: Registered Folio No.:

DDB Marketing SeNices Pvt. Lid ~ CIN U74300MH2004PTC150026

Regd.OfficeMudraHouse Number of Shares held: Opp Grand Hyatt Santacruz East Mumbai 400055 Maharashtra

T +91 22 33080808 F +91 22 33080304

[email protected] www.ddbrnudragroup.com Name of the member/ proxy/

DDB0 mudragroup

Signature of the member/ proxy

group I/ We certify that I/ We am/ are registered shareholder/ proxy for the registered shareholder of the Company.

I/ We hereby record my presence at the TRIBUNAL CONVENED MEETING of the Company to be held on Tuesday, 11 th December 2018 at Mudra House. Opp. Grand Hyatt, Santacruz (E), Mumbai-400 055 at 10.00 a.m.

Note: Shareholders attending the meeting in Person or by Proxy or through Authorised Representative are requested to complete and bring the Attendance Slip with them and hand it over at the entrance of the meeting hall.


CIN U74300MH2004PTC150026

Regd. Office Mudra House Opp Grand Hyatt Santacruz East Mumbai 400D55 Maharashtra

T +91 22 33080606 F +91 22 33080304

con\[email protected] www.ddbmudragroup.com

DDB0 mudragroup

f3l~~arJcar · Transferor Company l ") as per the directions of National r-2..r Company Law...

Documents

Transcript of f3l~~arJcar · Transferor Company l ") as per the directions of National r-2..r Company Law...