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16
SCHEME OF AMALGAMATION
BETWEEN
YUGPAD PACKAGINGS PRIVATE LIMITED
AND
OM LOGISTICS LIMITED
AND
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
(UNDER SECTIONS 230TO 232OF THE COMPANIES ACT, 2013)
PREAMBLE
This schemeof amalgamation(the "Scheme") (definedherein after) is presentedunder the
provisionsof Section230 to 232andotherrelevantprovisionsof theCompaniesAct, 2013as
may be applicable and applicable rules of Companies(Compromises,Arrangementsand
Amalgamations) Rules, 2016 for amalgamationof Yugpad PackagingsPrivate Limited
("Transferor Company") with and into am Logistics Limited ("Transferee Company")
with effect from the Appointed Date (definedhereinafter). In addition, this Schemealso
providesfor variousothersmatterconsequentialor otherwiseintegrally connectedherewith.
A. BACKGROUND AND DESCRIPTION OF COMPANIES
1. am Logistics Limited ('OLL' or the 'Transferee Company'), is a public limited
company incorporatedunder the provisions of CompaniesAct, 1956 as such on
October 12, 1999, bearing corporate identification number
U63002DLl999PLCI01942. The registered office of aLL is situated at 130,
Transport Centre Ring Road, Punjabi Bagh, New Delhi-l10035, India. The
correspondenceemail [email protected]. The Transferee
Company,is engagedin businessof renderinglogistics supportand solution services
including transportation, warehousing and logistics support to Indian and
multinational companiesin India.
2. Yugpad PackagingsPrivate Limited ('YPPL' or the 'Transferor Company') is a
private limited companyincorporatedundertheprovisionsof CompaniesAct, 1956as
l'such on April 16, 1999 bearing Corporate Identification Number
U21014DLl999PTC099344. The registered office of YPPL is situated at 130,
Transport Centre, Ring Road Punjabi Bagh, New Delhi - 110 035, India. The
correspondenceemail [email protected]. YPPL is incorporated
with the main object to carry on businessof manufacturing,processing,designing,
buyingandexportingof paper,papermaterialandcard-board.
B. RATIONALE FOR THE SCHEME
1. This Scheme envisages amalgamation of Transferor Company with and into
TransfereeCompany resulting in consolidationof businessesthereby strengthening
position of TransfereeCompany.It is intendedthat TransfereeCompanyshall have
sharper focus on underlying businesseswith an aim of achieving operational
efficiencies,strongerfinancialsandgrowth prospectsfor the peopleandorganization
connectedtherewith.Accordingly, consolidationof businessesof the said companies
would be in their best interestsas well as their respectiveshareholdersand other
stakeholders.
2. The proposedamalgamationis also aimed at optimum and efficient utilization of
capital, assetsand facilities, reduction of overheads,administrative,managerialand
otherexpenditureandbring aboutoperationalrationalization,efficiency andoptimum
utilization of variousresources..
3. The proposed consolidation of Transferor Company with and into Transferee
Companyis aimedat maximizing shareholdervalueand to achievehigher long-term
financial returnsby TransfereeCompany.
C. Treatment of Schemefor the purposesof Income-Tax Act, 1961
Theprovisionsof this Schemehavebeendrawnup to comply with the conditionsrelating
to "Amalgamation" as defined under Section2(1B) of the Income-taxAct, 1961 ("IT
Act"). If any termsor provisionsof the Schemearefoundor interpretedto be inconsistent
with the provisions of the said section at a later date, including resulting from an
amendmentof law or for any other reasonwhatsoever,the provisionsof the said Section
of the IT Act shall prevail, andthe Schemeshall standmodified to the extentdetermined
18necessaryto comply with the provision of Section 2(lB) of the IT Act. Such
modification(s),will, however,not affect theotherprovisionsof the Scheme.
Parts of the Scheme:
1. Part A dealswith definition andsharecapitalof the companies.
2. Part B deals with transfer and vesting of the entire undertakingsof the Transferor
Companywith andinto TransfereeCompanyin accordancewith section230 to 232of the
Act and other applicableprovisionsof the Act, and in accordancewith section2(lB) of
the IT Act;
3. Part C deals with the manner of issue of considerationagainst the present Scheme
including swapratio andtheaccountingmethodologyadoptedfor the amalgamation.
4. Part D deals with the miscellaneousprovisions i.e. application/petition before the
Tribunal andconditionality of scheme.
PART A
1. DEFINITIONS
In this Scheme,unlessinconsistentwith the subject,the following expressionsshall have
themeaningsrespectivelyassignedagainstthem:
1.1 "Act" means the CompaniesAct, 2013, as notified, and ordinances, rules and
regulationsmadeandnotifications,circularsetc. issuedthereunder,andshall include
anystatutorymodification, re-enactmentor amendmentsthereof;
1.2 "Appointed Date" shallmeanNovember1,2017.
1.3 "Board of Directors" or "Board" meansand includes the respectiveBoards of
Directorsof theTransferorCompanyandtheTransfereeCompanyor anycommittee
constitutedby suchBoardof Directorsfor thepurposesof the Scheme.
1.4 "Companies" means Transferor Company and Transferee Company referred
collectively;
1.5 "Effective Date" meansthe lastof the datesonwhich certified copy of order of the
Tribunal is filed by the Transferor Company and TransfereeCompany with the
19Registrarof Companies.Any referencesin this Schemeto the "date of coming into
effect of this Scheme"or "effectivenessof the Scheme"or "Schemetaking effect"
shallmeantheEffective Date.
1.6 "Tribunal" meanstheNationalCompanyLaw Tribunal,New Delhi Bench.
1.7 "Record Date" meansthe date fixed by the Board of Directors of the Transferee
Companyor any committeethereof in consultationwith the Board of Directors of
the Transferor Company, for the purpose of determining names of the equity
shareholdersof the TransferorCompany,who shall beeligible to receivethe equity
sharesin the TransfereeCompanypursuantto Clause 12.1 of the Scheme,upon
. coming into effect ofthis Scheme.
1.8 'Registrar of Companies' or 'RoC' meanstheRegistrarof Companiesfor National
CapitalTerritory of Delhi andHaryanaatNewDelhi.
1.9 "Scheme" or "the Scheme" or "this Scheme" means this Scheme of
Amalgamationamongthe TransferorCompany,the TransfereeCompanyand their
respectiveshareholdersand creditorspursuantto the provisions of Sections230 to
232 and other applicableprovisions of the Act, as the casemay be, in its present
form or with anymodification(s) madeunderClause18of the Schemeby theBoard
of Directors of the Transferor Company and TransfereeCompany, and/ or as
approvedor directedby theTribunal, asthecasemaybe.
1.10 'Transferee Company' or 'OLL' shall haveameaningasascribedto it in Recital
A of this Scheme;
1.1I 'Transferor Company' or 'YPPL' shallhaveameaningasascribedto it in Recital
A ofthis Scheme;
I. I 2 Termsandexpressionswhich are usedin this Schemebut not defined herein shall,
unless repugnant or contrary to the context or meaning thereof, have the Same
meaningascribedto them under the Act, and if not defined therein then under the
relevantApplicable Laws. In this Scheme,unlessthe contextotherwiserequires:
i. referencesto "persons" shall include individuals, bodies corporate (wherever
incorporated),unincorporatedassociationsandpartnerships;
20ii. heading, sub-heading and bold typeface are only for convenience and shall not
affect the construction or interpretation of this Scheme;
iii. the term "Clause" refers to the specified clause of this Scheme;
iv. references to one gender includes all genders;
v. Any phrase introduced by the terms "including", "include", "in particular" or any
similar expression shall be construed as illustrative and shall not limit the senseof
the words preceding those terms;
vi. words in the singular shall include the plural and vice versa; and
vii. reference to any legislation, statute, regulation, rule, notification or any other
provision of law means and includes references to such legal provisions as
amended, supplemented or re-enacted from time to time, and any reference to a
legal provision shall include any subordinate legislation made from time to time
under such a statutory provision.
2. DATE OF TAKING EFFECT AND OPERATIVE DATE
The Scheme set out herein in its present form or with any modification(s) and
amendments(s) made under Clause 17 of the Scheme, approved or imposed or directed by
the Tribunal as the case may be, as applicable, shall be effective from the Appointed Date,
as the case may be, but shall be made operative from the Effective Date.
3. CAPITAL STRUCTURE OF THE COMPANIES
3.1. The share capital of OLL as at October 31, 2017 is as under:
Particulars..
Amount (Rs.)
Authorized Share Capital
70,00,000 Equity SharesofRs.1 Ol-each 7,00,00,0001-
50,00,000 Preference Sharesof Rs.l OOI-each 50,00,00,0001-
Total 57,00,00,000/-
Issued, Subscribed and Paid Up Share Capital
49,71,401 Equity SharesofRs.IOI-each 4,97,14,010/-
15,08,809 Compulsorily Convertible Cumulative 15,08,80,9001-
Preference Shares of RS.I001-each
I Total
2120,05,94,910/-1
Since October 31, 2017 and as on the date of approval of this Scheme by the Board,
there has been no change in the capital structure ofOLL.
3.2. The share capital of YPPL as at October 31, 2017 is asunder:
-Particulars'-, .
_~,P~:8 Amount (Rs.), ,.., l~ -~:J' "~~~" '., --
Authorized Share Capital
3,50,000 Equity SharesofRs.1 Of-each 35,00,000/-
Total 35,00,000/-
Issued, Subscribed and Paid Up Share Capital
2,90,020 Equity SharesofRs.1 Of-eachfully paid up 29,00,200/-
Total 29,00,200/-
Since October 31, 2017 and as on the date of approval of this Scheme by the Board,
there has been no change in the capital structure ofYPPL.
3.3. It is expressly clarified that until this Scheme becomeseffective, Companies are free
to alter their authorized, issued, subscribed or paid up share capital as may be
required for their respective business requirements, subject to the necessary
approvals from their respective Boards and shareholders, if required.
PARTB
4. TRANSFER & VESTING OF UNDERTAKING
4.1. Upon coming into effect of this Scheme and with effect from Appointed Date and
subject to provisions of this Scheme including in relation to mode of transfer or
vesting, the entire business and whole of the undertaking(s), all property(ies), being
movable or immovable, tangible or intangible, belonging to Transferor Company
including but not limited to property, plant and equipment, furniture and fixtures,
land and building, (whetherfreehold, leasehold,leaveand licensed,right of way,
22tenanciesand/or otherwise),if any, any leasehold properties, all documents of title,
rights and easements in relation thereto or improvements, bank balances, bank
deposits against bank guarantees, interest accrued but not due on bank deposits,
interest accrued on deposits, security deposits, cash and cash equivalents, cash
imprest, sundry debtors, outstanding loans and advances (short-termand long-term),
if any, recoverable in cash or in kind or for value to be received including but not
limited to loans and advances to suppliers, vendors, customers, staff, employees,
others, balance with Governmental and Registration Authorities, prepaid expenses
(current and non-current), fixed assets, inventories, advances, advance income tax,
income tax receivables, service tax credit receivables and refunds, GST credit and
refunds (current and non-current),capital advances, trade receivables, any unbilled
revenue, accrued interest, other current and non-current assets, deferred tax assets,
contribution to gratuity fund, permits, approvals, authorizations, telephone
connections, telex, facsimile connections and installations, utilities, electricity and
other services, reserves, provisions, funds, benefits of all agreements that are in
force on Effective Date and all other interests, benefits, any other permits, approvals
or authorizations under the applicable provisions of the tax laws (including under
the IT Act, CustomsAct, 1962, Central ExciseAct, 1944, State Sales Tax laws,
Central SalesTaxAct, 1956, ValueAddedTax, Servicetax, GoodsandServiceTax
Act,2016 and all other Applicable Laws), all past and present investments, if any,
including but not limited to investment in quoted and unquoted shares, preference
shares, debentures and other securities of all descriptions of any corporate (whether
in India and elsewhere),mutual funds etc., other assets such as computer software
and hardware, tools and dies, fan coolers, air conditioners, vehicles (whether
freehold or encumbered),office equipment, lending contracts, benefit of any
security arrangements, reversions, powers, authorities, allotments, approvals,
consents, licenses, registrations, contracts, agreements, engagements, arrangements
of all kind, rights, titles, interests, benefits, easements, if any, and privileges of
whatsoever nature and wherever situated belonging to or in the ownership, power or
possession and in control of or vested in or granted in favor of or enjoyed by
Transferor Company (hereinafter referred to as "Said Assets") and all documents of
titles, receipts and easements in relation thereto, all rights, covenants, continuing
rights, titles and interest in connection with Said Assets shall, unless otherwise
agreed between Transferor Company and Transferee Company specifically, be
23transferredto and standvestedin and/orbe deemedto be transferredto and stand
vestedin TransfereeCompanyin themodeandmannerasprescribedin this Scheme
on a going concernbasispursuantto provisionsof section230 to 232of the Act and
all other applicableprovisionsof the Act andpursuantto the ordersof the Tribunal
or any otherappropriateauthority or forum, if any,sanctioningthe Scheme,without
any further act, instrument,deed, matter or thing so as to becomeon and from
AppointedDate,SaidAssetsof TransfereeCompany.
It is expressly clarified that, in so far leasehold, leave and license properties
belongingto TransferorCompanyareconcerned,if any, and subjectto terms and
conditions of the respectiveleaseagreementsthat have already beenenteredinto
between Transferor Company with any other third party before Effective Date,
TransfereeCompany may enter into fresh leaseagreements,novate the existing
leaseagreementsor terminate any leaseagreementsthat are already in existence
with any third party or enter into any kind of agreementwith the lessorfor transfer
ofleasehold properties.
4.2. Without prejudice to Clause 4.1 of this Scheme,in respect of Said Assets of
Transferor Company as are movable in nature or incorporeal property or are
otherwisecapableof beingtransferredby delivery or possessionor by endorsement
and/or delivery, the same shall stand transferredto Transferee Company upon
coming into effect of this Schemeandshall uponsuchtransferbecomeSaidAssets
of TransfereeCompanywith effect from Appointed Date. In respectof any such
assets,rights, titles and interestsother than Said Assetsreferred hereinabove,the
sameshall, without any further act, instrumentor deed,betransferredto andvested
in and/orbe deemedto betransferredto andvestedin TransfereeCompanypursuant
to anorderbeingmadethereofby theTribunal undersection232of the Act.
4.3. Upon the coming into effect of this Schemeand with effect from the Appointed
Date all publication rights, statutory licensesincluding but not limited to permits,
quotas, approvals, permissions,clearances,incentives, consolidatedconsent and
authorization order and all other businesscertifications and all other registration
certificatesissuedto TransferorCompanyunderApplicable Laws including without
limitation Employees Provident Fund and MiscellaneousProvisions Act, 1952,
24Employees State InsuranceAct, 1948 and/or Gratuity Act, 1972 and pension
and/or superannuationfund, employeesstate insuranceschemes,trusts, retirement
fund or benefitsandany other fundsor benefitscreatedby the TransferorCompany
for the Employees,any subsidies,concessions,grants,special reservations,rights,
claims, leases,tenancyrights, liberties,benefitsunderapplicableprovisionsof the
IT Act, no-objection certificates,permissions,approvals,consents,quotas,rights,
entitlements,trademark licensesincludingapplicationfor registrationof trademark,
licensesincluding thoserelating to privileges, powers, facilities of every kind and
descriptionof whatsoevernatureandotherbenefitsor privileges, if any (hereinafter
referredto as "Said Rights and Interests"), enjoyedor conferreduponor held or
availed of and all rights and benefits that have accruedor which may accrue to
TransferorCompany,shall, pursuantto provisionsof section232(4) of the Act and
otherapplicableprovisionsof ApplicableLaws, for the time being in force,without
any further act, instrumentor deed,upon the Schemebecomingeffective, be and
standtransferredto andvestedin and/or bedeemedto havebeentransferredto and
vested in and be available to TransfereeCompanyso as to becomeon and from
Appointed Date, SaidRights and Interests,effective and enforceableon the same
terms andconditions to the extentpermissibleunderApplicable Laws for the time
being in force and shall be duly and appropriatelymutated or endorsedby the
concerned Governmental and Registration Authorities therewith in favour of
TransfereeCompany.
4.4. Uponcoming into effect ofthis Scheme:
a) All vehicles (whether freehold or of any nature whatsoever, of Transferor
Company, shall stand transferredto and vested in and/ or be deemed to be
transferredandvestedin TransfereeCompanywithout any further act, instrument
or deedor any further paymentof fees,chargeor securitiesanduponapplication
beingmadeby TransfereeCompany,the relevantGovernmentalandRegistration
Authorities shall mutateand registerthe said vehicles in the nameof Transferee
Company as if the vehicles had originally been registered in the name of
TransfereeCompany;and
b) All Intellectual PropertyRights, if any, being usedby TransferorCompanyshall
standtransferredto and vestedandbe deemedto be transferredto and vestedin
25the name of TransfereeCompany without any further act, instrument or deed.
TransfereeCompany,however, shall after the effectivenessof this Scheme,file
the relevant intimations with the concerned Governmental and Registration
Authorities in relation to Amalgamation, if required, who shall take them on
recordpursuantto theorderof Tribunal.
4.5. Upon coming into effect of this Schemeandwith effect from AppointedDate:
a) All securedand unsecuredliabilities, borrowings (long-term and short-term),
including liabilities of every kind, nature aild description, whatsoever and
howsoeverarising, whether present or future, including contractual liabilities,
guarantees, (long-term and short term), security deposits received, loans,
contingentliabilities, deferredtax liabilities, non-tradepayables,creditorsof fixed
assets, lettersof credit, etc., if any, statutoryliabilities/dues(whetherdisputedor
undisputed),any kind of commitmentor any other advancesreceived (whether
disclosedor undisclosed),duties,term loansfrom banksandfinancial institutions,
bank overdraft, long term loan and advancesfrom customers, statutory dues
payable,governmentduesfor taxes,contributionto provident fund, labourwelfare
funds/ ESI, trade payablesdue to duesof micro and small enterprises,staff and
other creditors, employeebenefit payable, long term or short term provisions,
advance from customers,short term provisions, expensespayable, taxes and
obligations of Transferor Company,other current and non-current liabilities, if
any, along with any charge,encumbrance,lien or. security thereon, if any, and
those arising out of proceedingsof any nature (hereinafter referred to as "Said
Liabilities") shall also be transferred to and vested in or be deemed to be
transferredto and stand vested,without any further act, instrument or deed in
TransfereeCompanypursuantto provisionsof section230 to 232 of the Act and
all otherapplicableprovisionsof Act andotherApplicable Laws so asto become
Said Liabilities of TransfereeCompanyand further, it shall not be necessaryto
obtain separateconsentof any third party or any personwho is a party to any
contractor arrangementby virtue of which suchSaidLiabilities may havearisen
andareto betransferredtoTransfereeCompany.
b) All loans raised and used and Said Liabilities incurred, if any, by Transferor
Companyafter AppointedDate,but prior to Effective Date,shall be deemedto be
26transferredto and vestedwith TransfereeCompany without any further act or
deed.
c) The borrowing limits of TransfereeCompany shall, without any further act or
deed, stand enhancedby an amount being the aggregateof Said Liabilities
TransferorCompanywhich arebeingtransferredto TransfereeCompanypursuant
to this SchemeandTransfereeCompanyshallnot berequiredto passany separate
resolutionsin this regard.
d) It is clarified that insofar SaidAsset of TransferorCompanyare concernedwith
the security or charge,encumbrance,lien over SaidAssetsor any part thereof, if
any, relating to Said Liabilities or any other obligations of TransferorCompany,
shall, without any further act or deedcontinueto relateto such SaidAssetsafter
Effective Date in TransfereeCompanyandshall not extendto any other assetsof
TransfereeCompany.However, it is expresslyclarified that any such securityor
chargeor lien shall not be enteredto as security in relation to any assetsof the
TransfereeCompany,saveto the extentasmay be guaranteedor warrantedby the
terms of the existing security arrangementsto which Transferor Company are
party and consistent with the joint obligations assumedby them under such
arrangementor otherwiseasmay beagreedto by Boardof TransfereeCompany.
e) TransfereeCompany,at its own cost, shall take all stepsas may reasonablybe
necessaryto enterinto newor amendedloanor securityagreementsor instruments
and the like as may be necessarywith the lender,suchthat TransfereeCompany
shall assumesoleresponsibilityfor repaymentof borrowings.
4.6. With effect from Effective Date anduntil suchtime namesof the bank accountsof
Transferor Company are replacedwith that of TransfereeCompany, Transferee
Company shall be entitled to operatethe existing bank accountsof Transferor
Company, in so far, as may be necessary.The banksshall also honour chequesor
otherbills issuedin the nameof TransferorCompanyon andfrom Effective Date.
4.7. Without prejudice to the other provisionsof this Schemeandnotwithstandingthat
vesting of movable and immovable properties of Transferor Company with
27TransfereeCompanyoccursby virtue of this Schemeitself, TransfereeCompany,at
any time upon coming into effect of this Scheme, may execute deeds of
confirmation or other writings or arrangementswith any party to any contract or
arrangementor memorandumof understandingto which TransferorCompanyare
parties, on Effective Date, as may be necessaryto be executedin order to give
formal effect to the above provisions. Transferee Company shall under the
provisions of this Schemeand/or subject to necessaryapprovals required under
Applicable Laws bedeemedto beauthorizedto executeany suchwritings on behalf
of TransferorCompanyto carry out or perform all suchformalities or compliance,
referredto above.
4.8. All profits or incomesincluding intereston depositswith banks,interestincomeetc.,
accruing or arising to Transferor Company or expenditure or lossesarising or
incurred (including the effect of taxes, if any) to TransferorCompanyon and any
time after Appointed Date shall, for all purposes,be treatedand be deemedto be
and accrue as the profits or incomes or expenditure or losses of Transferee
Company,asthe casemaybe.
5. LEGAL PROCEEDINGS
5.1. Upon coming into effect of this Scheme,all suits, actions and other proceedings
including legal and taxation proceedings(before any statutory or quasi-judicial
authority or tribunal or any court), if any, by or against Transferor Company
pending and/or arising on or before Effective Date shall be continued and/or be
enforcedby or againstTransfereeCompanyaseffectually and in the samemanner
and extent as if the samehasbeen instituted and/or pendingand/or arising by or
againstTransfereeCompany.
5.2. It is expresslyspecified that TransfereeCompanyundertakesto have all legal or
other proceedingsinitiated by or againstTransferorCompanyreferredto in Clause
5.1 above,be transferredto its nameandshall havethe samecontinued,prosecuted
andenforcedin its name.
6. INTER COMPANY TRANSACTIONS
Without prejudiceto theaboveprovisions,uponthe Schemebecomingeffectiveandwith
28effect from AppointedDate,all inter-companytransactionsbetweenTransferorCompany
andTransfereeCompanyIncluding but not limited to:
a) any loans, advances,and other obligations (including any guarantees,letters of
credit, letters of comfort or any other instrumentor arrangementwhich maygive
rise to a contingent liability in whateverform), which are due or outstandingor
which may at any time in future becomedue betweenTransferor Companyand
TransfereeCompany;or
b) any agreement/memorandumof understanding, executed amongst Transferor
CompanyandTransfereeCompany.
shall stand cancelled as on Effective Date and shall be of no effect and Transferor
Companyand TransfereeCompanyshall haveno further obligation outstandingin that
behalf.
7. TREATMENT OF TAXES
7.1. Upon this Schemebecomingeffective and with effect from Appointed Date, all
taxes, duties, cesspayable by Transferor Company (including under the IT Act,
CustomsAct, 1962, Central ExciseAct, 1944, StateSalesTax laws, Central Sales
TaxAct, 1956, ValueAdded TaxAct, ServiceTaxAct, Goodsand ServiceTaxAct
and all other Applicable Laws),accruingandrelating to TransferorCompanyfrom
Appointed Date onwards, including but not limited to advancetax payments,tax
deductedat source("TDS"), any refund and interest due thereonon any credits,
claims and exemptions shall, for all purposesshall be treated as advancetax
payments,TDS, refundand interestdueon any suchcredits,claims andexemptions
or refunds,asthecasemaybe,of TransfereeCompany.
7.2. Upon this Schemebecomingeffective,all unavailedcredits,claimsandexemptions,
any refunds,interestduethereon, other statutorybenefits,in respectof incometax
(including but not limited to TDS, tax collected at source, advance tax etc.),
CENVAT credit, customs,value addedtax, salestax, service tax etc. to which
TransferorCompanyis entitled to, prior to the period of Appointed Date, shall be
availableto andvest in TransfereeCompany,without any further actor deed.
7.3. TDS, service tax, goods and service tax ("GST"), if any, deductedby and/or
chargedto TransfereeCompanyunderthe IT Act or any other statutefor the time
..29
being in force, in respect of the paymentsmade by TransfereeCompany to
TransferorCompanyon accountof inter-companytransactions,assessablefor the
period commencingfrom AppointedDate shall be deemedto be the advancetaxi
servicetaxi GST etc. paid by TransfereeCompanyandcredit for suchadvancetaxi
servicetaxi GSTetc. shall be allowed to TransfereeCompanynotwithstandingthat
certificatesor challansfor advancetaxi servicetaxi GST etc. being in the nameof
Transferor Company and not in the name of TransfereeCompany. Upon this
Schemebecomingeffective, the TransfereeCompany is permitted to file and/ or
revise respectivetax returns of Transferor Company as well (including but not
limited to incometax returns, withholding tax returns, TDS certificates, sales tax
returns, value added tax returns, service tax returns, GST returns and other tax
returns) for the period commencingon and from AppointedDate, to claim refunds
and interestdue, if any thereon,credits,exemptionspursuantto provisions of this
Scheme,notwithstandingthat the time periodprescribedfor filing! revision of such
returnmayhaveelapsed.
7.4. Without prejudice to generality of aforesaid,any concessionalor statutory forms
underapplicabletax laws,or local leviesissuedor receivedby TransferorCompany
if any, in respectof periodcommencingfrom AppointedDateshall bedeemedto be
issuedor received in the nameof TransfereeCompanyand benefit of such forms
shall be allowed to TransfereeCompanyin the samemannerandto the sameextent
aswould havebeenavailableto TransferorCompany.
7.5. The expensesincurredby TransferorCompanyandTransfereeCompanyin relation
to Amalgamationasper the termsand conditionsof this Scheme,including stamp
duty expenses,if any, shall be allowed as deduction to TransfereeCompany in
accordancewith section35DD of the IT Act overaperiodof 5 yearsbeginningwith
thepreviousyear in which this Schemebecomeseffective.
7.6. Any refund under tax laws due to Transferor Company consequent to the
assessmentsmade on respectiveTransferorCompany and for which no credit is
taken in the accountsas on the date immediatelyprecedingAppointed Date shall
belong to and be receivedby TransfereeCompany.The concernedGovernmental
and RegistrationAuthorities shall be bound to transfer to the accountof and give
30credit for the sameto TransfereeCompanyupon the passingof the orderson this
Schemeby the Tribunal upon relevantproof and documentsbeing providedto the
saidauthorities.
7.7. The incometax, if any, paid by the TransferorCompanyon or after the Appointed
Date, in respectof incomeassessablefrom that date,shall be deemedto havebeen
paid by or for the benefit of the TransfereeCompany.The TransfereeCompany
shall, after the Effective Date, be entitled to file the relevant returns with the
Governmental and Registration Authorities concerned for the period after the
Appointed Date notwithstanding that the period for filing such return may have
elapsed.Further,TransfereeCompanyshall, after the Effective Date, be entitled to
revisethe relevantreturns,if any, filed by the TransferorCompanyfor any year, if
so necessitatedor consequentto this Scheme, notwithstanding that the time
prescribedfor suchrevisionmayhaveelapsed.
8. TREATMENT OF EMPLOYEES
8.1. Upon coming into effect of this Scheme:
a) All staff, workmen and employees who are in employment of Transferor
.Company on Effective Date shall becomestaff, workmen and employeesof
TransfereeCompanywith effect from AppointedDateon thebasisthat:
(i) their employmentshallbedeemedto havebeencontinuousandnot interrupted
by reasonsof the saidtransfer;and
(ii) terms and conditionsof their employmentafter suchtransfershall not in any
way be less favorable to them than thoseapplicable to them immediately
precedingthe saidtransfer.
b) It is expresslyprovided that as far as provident fund, employeestate insurance
plan scheme,gratuity scheme/trusts,leaveencashment,superannuationscheme,
compensatedabsences,unavailedleaveschemeor any other specialscheme(s)or
fund(s)or trust(s),provisionsfor benefitscreatedor existing, if any, for benefitof
staff/workmen/employeesof TransferorCompany are concerned,upon coming
into effect of the Scheme, TransfereeCompany shall stand substituted for
Transferor Company for all purposeswhatsoever,related to administration or
operationof suchscheme(s)or fund(s)or trust(s)and intent that all rights, duties,
powersandobligation(s) of TransferorCompanyin relation to suchscheme(s)or
31fund(s) or trust(s) shall becomethoseof TransfereeCompany.It is clarified that
employmentof employeesof TransferorCompanywill be treatedas havingbeen
continuous for the purpose of the aforesaid scheme(s)or fund(s) or trust(s)
including for the purposesof payment of any retrenchmentcompensationand
other terminal benefits.TransfereeCompanyshall file relevant intimations with
the concernedGovernmentalandRegistrationAuthorities who shall takethe same
on recordandendorsethe nameof TransfereeCompanyfor TransferorCompany.
Upon this Schemebecoming effective, all contributions to such scheme(s)or
fund(s) or trust(s) created or existing for the benefit of such employeesof
Transferor Company shall be madeby TransfereeCompany in accordancewith
the provisionsof suchscheme(s)or fund(s)or trust(s)andApplicable Laws.
9. CONTRACTS, DEEDS, RESOLUTIONS, ETC.
9.1. Subject to other provisions contained in this Scheme, all contracts, deeds,
understandings,bonds, guarantees,agreements, instruments and writings and
benefits of whatsoevernature, if any, to which any of Transferor Companyare a
partyandaresubsistingor havingeffect on Effective Date,shall remain in full force
and effect againstor in favour of TransfereeCompanyandmay be enforcedby or
againstTransfereeCompany as fully and effectually as if, insteadof Transferor
Company, TransfereeCompanyhadbeena party theretoor beneficiaryor obligee
theretoor thereunder.
9.2. Without prejudice to the generality of the foregoing, it is clarified that upon this
Schemebecoming effective and with effect from Appointed Date, all consents,
agreements,permissions,all statutoryor regulatory licences,certificates, insurance
covers,clearances,authorities,power of attorneygiven by, issuedto or executedin
favour of Transferor Companyor any instrumentof whatsoevernature including
various incentives,subsidies,schemes,specialstatusandotherbenefitsor privileges
enjoyed,grantedby any Governmentalor RegistrationAuthorities, or by any other
person,or availed by Transferor Company shall standtransferredto Transferee
Companyas if the samewereoriginally givenby, issuedto or executedin favour of
TransfereeCompanyand TransfereeCompanyshall be boundby the termsthereof,
the obligations and duties thereunder,and the rights and benefits under the same
shall be available to TransfereeCompany. In so far as the various incentives,
32subsidies,schemes,specialstatusandother benefitsor privileges enjoyed,granted
by anyGovernmentalor RegistrationAuthoritiesor by any otherperson,or availed
by TransferorCompanyareconcerned,the sameshall vestwith andbeavailableto
TransfereeCompanyon the sametermsandconditionsasapplicableto Transferor
Company,as if the samehadbeenallottedand/orgrantedand/or sanctionedand/or
allowedto TransfereeCompany.
9.3. All resolutionsof TransferorCompanywhich arevalid and subsistingon Effective
Date, shall continueto be valid and subsistingandbe consideredas resolutionsof
TransfereeCompanyand if any suchresolutionshaveany uppermonetaryor any
other limits imposedunder provisionsof the Act, then the said limits shall apply
mutatismutandisto such resolutionsand shall constitutethe aggregateof the said
limits in TransfereeCompany.
10.CONDUCT OF BUSINESS TILL EFFECTIVE DATE
10.1.With effect from Appointed Date and up to and including Effective Date,
Transferor Company shall be deemedto carryon all their businessesand other
incidentalmattersfor andon accountof and in trust for TransfereeCompanywith
reasonablediligence and due businessprudence in the samemanner as carried
before and shall not without the prior written consentof TransfereeCompany,
alienate,charge,mortgage,encumberor otherwisedeal with or disposeof any of
suchSaidAssetsor suchSaidRightsandInterestsandtheir businessundertaking(s)
or any part thereof,saveandexceptin eachcase:
a) If it is in the ordinary courseof businessof TransferorCompanyas on the
dateof filing this Schemewith theTribunal; or
b) If the sameis expresslypermittedby this Scheme.
10.2.Save and except as otherwise specified in this Scheme,any income or profit
accruing or arising to Transferor Company or expenditure or lossesarising or
incurredor sufferedby TransferorCompanypertainingto businesses)of Transferor
Companyfrom Appointed Date till Effective Dateshall for all purposesbe treated
asthe incomeor profits or lossesor expenditures,asthe casemay be,of Transferee
Company.
- - -
3310.3.All Said Assets and Said Rights and Interests pertaining to the businessof
Transferor Company accrued to and/or acquired by Transfe~orCompany after
AppointedDateandprior to Effective Dateshall havebeenor deemedto havebeen
accruedto and/oracquiredfor andon behalfof TransfereeCompanyandshall upon
coming into effect of this Schemeandpursuantto provisions of section232(4) of
the Act, without any further act, instrumentor deedbeandstandtransferredto and
vested in or be deemedto have been transferred to and vested in Transferee
Companyto that extentandshall becomeSaidAssetsandSaidRights and Interests
of TransfereeCompany.
11.SAVING OF CONCLUDED TRANSACTION
11.1.Where any of Said Liabilities of Transferor Company, as on Appointed Date,
transferredto TransfereeCompanyhavebeendischargedby TransferorCompany
after AppointedDateandprior to Effective Date,suchdischargeshall bedeemedto
havebeenfor andon accountof TransfereeCompany.
11.2.Without prejudice to anything mentioned above or anything contained in this
Scheme,transferandvestingof all businessundertakingsof TransferorCompanyas
per this Schemeshall not affect any transactionsor proceedingsalreadyconcluded
by TransferorCompanyon or before AppointedDateor after Appointed Date till
Effective Date, to the endand intent that TransfereeCompanyacceptsandadopts
all acts,deeds,mattersandthingsmade,doneandexecutedby TransferorCompany
as acts, deeds,mattersand things made, done and executedby or on behalf of
TransfereeCompany.
11.3.All SaidLiabilities, incurredor undertakenby TransferorCompanyafterAppointed
Dateandprior to Effective Dateshall bedeemedto havebeenraised,used,incurred
or undertakenfor and on behalf of TransfereeCompany to the extent they are
outstandingon Effective Date, shall, upon the coming into effect of this Scheme
andpursuantto provisionsof section232andanyotherapplicableprovisionsof the
Act, shall without any further act, instrumentor deedbe and standtransferredto
and/or vested in and! or be deemedto have been transferred to and vested in
TransfereeCompanyandshall becomeSaidLiabilities of TransfereeCompany.
34.PARTC
12.Issueof Sharesin the ShareCapital of Transferee Company;
Upon this Schemecoming into effect and upontransferand vestingof the businessand
undertakingof TransferorCompanyin TransfereeCompany,the considerationin respect
of suchtransfer shall, subjectto the provisionsof the Scheme,be paid and satisfiedby
TransfereeCompanyasfollows:
12.1.TransfereeCompany,without further application,act or deed,shall issueandallot
to eachof the shareholdersof TransferorCompany,sharesin proportionof 5 (Five)
equity sharesof facevalue of Rs. 10 (RupeesTen) eachin Transferee Company
for every 66 (Sixty Six) equity sharesof facevalue of Rs. 10 (RupeesTen) each
heldby themin TransferorCompanypursuantto this Scheme.
12.2.For arriving at the shareexchangeratio as outlined above, the Companieshave
consideredthe Valuation Report submitted by an independentprofessional firm,
VGR & Co., Chartered Accountants, Firm Regn.No. 026807N.
12.3. Any fraction arising out of allotmentof equity sharesasperclause12.1aboveshall
beroundedoff to thenearestroundnumber.
12.4.The issue and allotment of Sharesto Shareholdersof Transferor Company, as
provided in this Scheme,shall be deemedto be made in compliance with the
procedure laid down under Section 62 of the Act and that the consent of
shareholdersof TransfereeCompanyto the Schemeshall be sufficient for purposes
of issuanceand allotment of equity shares to the shareholdersof Transferor
Company.The saidEquity Sharesin the capitalof TransfereeCompanybe issuedto
the shareholdersof TransferorCompanyshall rankpari passu in all respects,with
the existing Equity sharesin TransfereeCompanyfrom the Appointed Date. Such
shares in TransfereeCompany, to be issued to the shareholdersof Transferor
Companywill, for all purposes,saveasexpresslyprovidedotherwise,bedeemedto
havebeenheldby eachsuchmemberfrom theAppointedDate.
3512.5. Upon the Scheme becoming effective and subject to the above provisions, the
shareholders of Transferor Company (other than the shares already held therein
immediately before the Amalgamation by Transferee Company) as on the Record
Date shall receive new share certificates. Upon the issue and allotment of new
shares in the capital of Transferee Company to the shareholders of Transferor
Company, the share certificates in relation to the sharesheld by them in Transferor
Company shall be deemed to have been cancelled. All certificates for the new
shares in the capital of Transferee Company shall be sent by Transferee Company to
the said shareholders of Transferor Company at their respective registered addresses
as appearing in the said registers (or in the caseof joint holders to the addressof that
one of the joint holders whose name stands first in such Registers in respect of such
joint holding) and Transferee Company shall not be responsible for any loss in
transmission. Transferee Company shall provide an option to all the shareholders of
Transferor Company to get the new equity shares in transferee company in
dematerialized form and the shareholders of Transferor Company shall have right to
opt for new shares in dematerialized form by giving written confirmation with
required particulars of their demat accounts on or before the Record Date.
13.CLUBBING OF AUTHORIZED SHARE CAPITAL
13.1. Upon the Scheme coming into effect and with effect from Appointed Date, the.
authorized share capital of Transferor Company as on Effective Date shall stand
transferred to and be added with the authorized share capital of Transferee
Company, without any liability for payment of any additional fees (including fee
payable to ROC, except as may be required as per the applicable provisions of the
Act) or stamp duty or any other charges under any Applicable Laws for time being
in force.
13.2. Consequent to transfer of the existing authorized share capital of Transferor
Company on Effective Date in accordance with clause 13.1 above, Clause V of the
memorandum of association of Transferee Company shall be substituted to read as
follows:
"TheAuthorizedShareCapital of the Companyis Rs.57,35,00,000(RupeesFifty
SevenCrores and Thirty jive Lakhsonly) divided into 73,50,000(SeventyThree
36Lakh and Fifty Thousand)Equity Sharesof Rs. 10/- (RupeesTen) each and
50,00,000 (Fifty Lakh)PreferenceSharesof Rs.100/- (RupeesHundred)each."
13.3.It is herebyclarified that the consentof shareholdersof TransfereeCompanyto the
Scheme shall be sufficient for purposes of effecting the amendment in the
Memorandumof Association and Articles of Association of TransfereeCompany
andthat no further resolutionundersections13, 14and61 of the Act andanyother
applicableprovisionsof the Act would be requiredto be separatelypassed,nor any
additional registration fee etc. be payable by TransfereeCompany. However,
TransfereeCompanyshall file theamendedcopy of its memorandumof association
and articles of associationwith the Registrarof Companieswithin a period of 30
(Thirty) days from Effective Date and the Registrar of Companiesshall take the
sameon record.
13.4.If required, the TransfereeCompany shall take necessarysteps to increase its
authorizedsharecapital on or beforethe Effective Date so as to make it sufficient
for allotmentof shares,to the shareholdersof TransferorCompany,in consideration
.of amalgamation after considering the combined authorized share capital of
TransfereeCompany.
14.ACCOUNTING TREATMENT FOR AMALGAMATION
Upon the coming into effect of this Scheme,the amalgamationof the Transferor
Company with the TransfereeCompany shall be accountedfor as per the "Indian
Accounting Standard(Ind AS) 103for BusinessCombination"prescribedundersection
133of the Act, as notified under the Companies(Indian Accounting Standard)Rules,
2015,asmay beamendedfrom time to time suchthat:
14.1.TransfereeCompanyshall, recordall the assetsandliabilities, including Reservesof
the Transferor Company vestedin it pursuantto this Scheme,at their respective
book values as appearingin the booksof TransferorCompanyon the Appointed
Date.
14.2.Investment,ifany, in the sharecapitalof theTransfereeCompanyby theTransferor
Companyasappearingin the booksof accountsof TransfereeCompanyshall stand
cancelledandthereshall beno further obligation/ outstandingin that behalf.
3714.3.The loansandadvanceor payablesor receivablesof any kind, held inter-se,if any
between Transferor Company and TransfereeCompany, as appearing in their
respectivebooksof accountsshall standdischarged.
14.4.TransfereeCompany shall record in its books of accounts, all transactionsof
Transferor Company in respectof Said Assetsand Said Liabilities, income and
expenses,from AppointedDateto EffectiveDate.
14.5.The differencebetweenthe sharecapital issuedby the TransfereeCompanyandthe
net assetsof the TransferorCompanyacquiredwould be adjustedin or transferred
to the reservesof theTransfereeCompany.Also, the difference, if any arising from
the cancellation of cross-holdings(if any) shall also be adjusted in the capital
reservesof theTransfereeCompany.
14.6.If at the time of amalgamation,TransferorCompanyandTransfereeCompanyhave
conflicting accountingpolicies, a uniform accountingpolicy shall be adoptedby
TransfereeCompany following the amalgamation.The effects on the financial
statementsof any changesin accountingpolicies shouldbe reportedin accordance
with theapplicableaccountingstandards.
15.DISSOLUTION OF TRANSFEROR COMPANY
On occurrenceof the Effective Date, the Transfer?rCompanyshall, without any further
actor deed,shall standdissolvedwithout winding up.
PARTD
16.APPLICATION TO TRIBUNAL
16.1.The Companies shall, with all reasonable dispatch, make necessary
applications/petitionsunder Sections230 to 232 of the Act and other applicable
provisionsof theAct to theTribunal for seekingsanctionof this Scheme.
17.MODIFICATION OR AMENDMENTS TO THE SCHEME
17.1.Transferor Company and TransfereeCompany, by their respective Boards of
Directors (the "Board", may assent to/make and/or consent to any
modifications/amendmentsof any kind to the Schemeor to any conditions or
limitations that the Tribunal, as the casemay be, as applicableand/or any other
authority under law may deemfit to direct or impose,or which may otherwisebe
38considerednecessary,desirableor appropriateas a result of subsequenteventsor
otherwiseby them(i.e. theBoard).
17.2.Transferor Company and TransfereeCompany by their respective Board are
authorizedto takeall suchstepsasmaybenecessary,desirableor properto resolve
anydoubts,difficulties or questionswhatsoeverfor carrying the Schemeinto effect,
whether by reasonof any directive or order of any other authoritiesor otherwise
howsoever,arising out of or underor by virtue of the Schemeand/or any matter
concernedor connectedtherewith.
17.3.If any part of this Schemeis held invalid or is ruled illegal by the Tribunal or
becomesunenforceablefor any reason,whatsoever,whetherunderpresentor future
laws, then it is the intention of Companiesthat such part, in the opinion of the
Board of anyCompanies,shallbeseverablefrom the remainderof this Schemeand
the remainingpart of this Sche.meshall not beaffectedthereby,unlessthe deletion
of suchpart, in opinion of Boardof eitherof Companies,shall causethis Schemeto
becomematerially adverseto either of Companiesin which case Companiesshall
attempt to bring about a modification in this Scheme,as will best preservefor
Companiesthe benefitsandobligationsof this Scheme,including but not limited to
suchpart.
18.CONDITIONALITY OF THE SCHEME
This Schemeis andshall beconditionaluponandsubjectto:
18.1.The approval of the Schemeby the respectiverequisitemajorities in numberand
value of the shareholdersand/orcreditors (whereapplicable)of the Companiesin
accordancewith Section230 to 232of theAct;
18.2.The Schemebeing sanctionedby the Tribunal in termsof Sections230 to 232and
otherrelevantprovisionsof theAct andthe requisiteordersof the Tribunal;
18.3.Certified copiesof the ordersof the Tribunal sanctioningthis Schemebeing filed
with the relevantRegistrarof Companiesby TransferorCompanyand Transferee
Companyasper theprovisionsof theAct
3919.EFFECT OF NON-RECEIPT OF APPROVALS
19.1.In the eventof any of the saidsanctionsandapprovalsreferredto in Clause18not
being obtained and/ or complied with and/or satisfied, this Schemeshall stand
revoked,cancelledandbeof no effect, saveandexceptin respectof anyactor deed
doneprior theretoas is contemplatedhereunderor asto any rights and/or liabilities
which might havearisenor accruedpursuanttheretoandwhich shall be governed
andbepreservedor workedout asis specifically provided in the Schemeor asmay
otherwisearisein law.
19.2.In the event of revocation under Sub-Clause 19.1, no rights and liabilities
whatsoevershall accrue to or be incurred inter se to Transferor Company and
TransfereeCompanyor their respectiveshareholdersor creditors or employeesor
any other personsaveandexceptin respectof anyact or deeddoneprior theretoas
is contemplatedhereunderor asto any right, liability or obligation which hasarisen
or accruedpursuant thereto and which shall be governed and be preservedor
worked out as is specifically provided in the Schemeor in accordancewith the
applicable laws and in such case,eachcompany shall bear its own costs unless
otherwisemutually agreed.
19.3.The Board of Directorsof the TransferorCompanyandTransfereeCompanyshall
beentitled to withdraw this Schemeprior to theEffective Date.
20.DIVIDEND
20.1.With effect from Appointed Date and up to and including Effective Date,
Companiesshall be entitled to declareandpay dividends,whether interim or final,
to their respective shareholdersin respectof the accounting period(s) prior to
Effective Date.
20.2.Until this Schemebecomeseffective, shareholdersof respectiveCompaniesshall
continue to enjoy their existing rights under respectivearticles of associationof
suchCompaniesincluding their right to receivedividend.
20.3.It is however clarified that the aforesaidprovision in respectof declaration of
40dividend is an enabling provision only and shall not be deemed to confer any
right on any shareholder of the Companies to demand or claim any dividend
which, subject to the provisions of the Act, shall be entirely at the discretion of
the respective Board of the Companies and subject, wherever necessary,to the
approval ofthe shareholders of Companies, respectively.
21. COSTS, CHARGES AND EXPENSES
All costs, charges, taxes including duties, levies and all other expenses, if any (save as
expressly otherwise agreed) of Transferor Company and Transferee Company arising
out of or incurred in connection with and implementing this Scheme and matters
incidental thereto shall be borne by Transferee Company.
For Yugpad PackagingsPrivate Limited
Sd/-
Ajay Singhal
Authorized Signatory
For Om Logistics Limited
Sd/-
Mayur Chhabra
Authorized Signatory
Legal Counselsfor theScheme:
VaishAssociates,Advocates,
11thFloor, Mohan DevBuilding,
13 TolstoyMarg, NewDelhi-11000}
Corporate Office:130, Ring Road, Transport centre
(Near Punjabi Bagh Flyover)New Delhi- 110035, INDIAwww.omlogistics.co.in
(7f) --OM LOGISTICS LTD. 41Making Business Simple
CIN : U63002DL 1999PLC 101942
(An ISO 9001:2008,14001:2004 Company)PH: 011- 45970200 FAX: 011-28316533/34
Report adopted by board of directors of Om Logistics Limited inaccordance with Section 232(2}{c) of the Companies Act, 2013 readwith Companies (Compromises, Arrangements and Amalgamations)Rules, 2016 in its meeting held on Saturday, 20th January, 2018 at130, Transport Centre, Ring Road, Punjabi bagh, New Delhi-ll0035at 11:00am. ','...:
1. Background:
The proposed scheme of amalgamation ("Scheme") provides for theamalgamation of Yugpad Packagings Private Umited ("TransferorCompany") with and into Om Logistics Umited ("TransfereeCompany") on a going concern basis. For the sake of convenience,Transferor Company and Transferee Company are hereinaftercollectively referred to as "Companies".
" The Sche~e has already been approved by the Board of Directors ofthe Transferor Company and Transferee Company in their respectivemeetings held on December 19,2017.
Upon amalgamation of Transferor Company with and into TransfereeCompany, Transferor Company shall stand dissolved without followingthe process of wi nding up.
2. RationaI for the Scheme:Scheme shall have the following objectives:
This Scheme envisages amalgamation of Transferor Company with andinto Transferee Company resulting i~ consolidation of businessesthereby strengthening position of Transferee Company. It is intendedthat Transferee Company shall have a sharper focus on underlyingbusinesses with an aim of achieving operational efficiencies, strongerfinancials and growth prospects for the people and organizationconnected therewith. Accordingly, consolidation of businesses of thesaid companies would be in their best interests as well as theirrespective shareholders and other stakeholders.
The proposed amalgamation is also aimed at optimum and efficientutilization of capital, assets and facilities, reduction of overheads,
~oV~lApprovedCompany •I(VOA
--------------------------------------
42administrative, managerial and other expenditure and brings aboutoperational rationalization, efficiency ahd optimum utilization of
various resources.The proposed consolidation of Transferor Company with and intoTransferee Company is aimed at maximizing shareholder value and toachieve higher long-term financial returns by Transferee Company.
3. Consideration:Transferee Company shall, without any further act, issue and allot itsequity shares of face value of Rs. 101- each as consideration for theamalgamation to each equity sha reholder of Transferor Company, in the
following manner:"5 (five) equity shares of Rs. 10/- each fully paid-up of the TransfereeCompany for every 66 (sixty six) equity shares of Rs. 10/- each fully
•paid-up held by the equity shareholders of the Transferor Company. "The fracti onal sha res, if any, to be issued to equ ity sha reholders of theTransferor Company shall be rounded off to the nearest whole integer.
The valuation report dated December IS, 2017 of VGR & Co., Chartered., Accountants [Firm Regn. No. 026S07N] recommending the share
exchange ratio is also approved at the Board meeting held on Dec~mberIf 19,2017. There was no specific valuation difficulty which has been
reported in the valuation report.
4. Effect of Scheme on stakeholders of Transferee.Company:
Key No effect.
ManagerialPersonnelDirectors Pursuant to the Scheme, Mr. Ajay Singhal,
director will be allotted equity sha res of theTransferee Company as he is shareholder in theTransferor Company. Apart from this, there is noother effect on other directors.
Promoters Scheme shall have no effect on the promoters
Equity except to the extent of their shareholding in the
Shareholder Transferor Company.
Non-promoter No effect.
Equitymembers
...• .,.
,f:-
43Depositors Not applicable, as the Transferee Company has
never accepted any deposits.Secured No effect, as their loans are secured. Further,Creditors upon merger of Transferor Company with the
Transferee Company, the assets of theTransferee Company will be more than sufficientto discharge its Iiabil ities and further, theScheme does not involve any compromise orarrangement with any creditors of theTransferee Company.
Unsecured The Scheme wi II not have any adverse effect onCr~$litor.s the unsecured creditors as the net worth of the
Transferee Company is positive and uponmerger of Transferor Company with the
• Transferee Company, the assets of theTransferee Company will be more than sufficientto discharge its Iiabil ities and further, theScheme does not involve any compromise orarrangement with any creditors of theTransferee Company.
Debenture Not applicable, as there is no debenture holderHolders in the Transferee Company.Deposit Not applicable, since there is no depositor orTrustee and debenture trustee in the Transferee Company,Debenture the question of the interests of deposit trusteeTrustee and debenture trustee does not arise.Employees No effect.
•.
, "
-_._-----------------_._-- ---
44
5. Adoption of the report by board of directors of TransfereeCompany:The board of directors has adopted this report after noting andconsidering the information set forth in this report,
For Om Lo~b~tb~t6'8is~~csLTD.•. '
~~_ ;f,.., /Director
Arun SharmaDirectorDIN:00066333
Date: January 20th• 2018Place: New Delhi
~.'
.'. '"
- - ...._._-------------------------
•
VGR& Co,Chartered Accountants
December 18", 2017
STRICTLYPRIVATE AND CONFIDENTIAL
The Board of Directors
Om logistics Limited
130, Transport Centre, Ring Road, Punjabi Bagh,New Delhi-110035
The Board of DirectorsVugpad Packagings Private limited
130, Transport Centre, Ring Road, Punjabi Bagh,New Oelhi-110035
Dear Sirs,
:... " ....:
45
Subject: Recomlm~ndation on ratio tor allotment otequity shares otOm Loq,isticsUmited (,OLL')to the eguity shareholders ot Yugpad Pqckqqlngs Prlyote limited (YPPL), "!PM themerger of YPPLinto OLL. '.
•
In terms of our engagement, we, Mis VGR & Co, Charter.ed Accouniants, has carried out an independentvaluation of VPPl and Oll, with a view to recommend a share exchange ratio for the purpose ofdetermining number of shares of Oll to be issued to equitv shareholders of VPPl pursuant to theproposed merger of YPPlinto Oll (Oll and YPPl are collectively referred to as "Companies").
In the following paragraphs, we have summarized the valuation analvsis of Oll and YPPl as on October31,2017 ('Cut-off Date') together with the description of the methodologies used and limitation on Ourscope of work.
CONTEXT AND PURPOSE
We understand that the Management of Oll is contemplating a restructuring exercise wherein itproposes to amalgamate one of its group companies, VPPl, into Oll in order to consolidate its business(IiTransaction"j.
This is proposed to be achieved bva Scheme of Amalgamation ("SCheme"j under Section 230-232 of theCompanies Act, 2013, to the extent applicable.
Iii this connection, VGR & Co, Chartered Accountants, has been appointed to carrv out the relativevaluation of YPPl and Oll with a view to recommend a share exchange ratio.
The information contained herein and our report is confidential. It is intended onlv for the soie use andinformation of the Companies, and onlv in connection with the Scheme of Amalgamation'. It is to benoted that anV reproduction, coPVing Or otherwise quoting of this report or anV part thereof, other than
. ,/ t" ;~o;:',"-Corp office: 3/3', lind Floor, West Patel Nagar, Near Mero Pillar No. '97, New Delhi 110008;Phone no~.ig;~. -:--'<>W':'"43411103/04 . .:.. ~~J '« .
~( ''.;)~''(q . OEL~1 i$-J
. ~;;I ..._" KI:'<:.r(.'n AN'\''U~'
46
p~i.•
~.-,":,)
VGR& Co, Chartered Accoun_!ants .
in connection with the S~heme of Amalgamation as aforesaid, can be done only with our priorpermission in writing.
1. BACKGROVND INFORMATION
1.1 ABOUT YUGPAD PACKAGINGS PRIVATE LIMITED (YPPl)
YPPL was incorporated on April 16, 1999 and has its registered office at 130, Transport Centre. RingRoad, Punjabi Bagh, New Delhi-l1003s. It Is currently owned by the individuals which are holding100% shares In YPPL.YPPL is part of OLl group of companies, and the main object of the company isthat of Manufacturing of packaging paper etc.
•The share capital structure of YPPLas on date is as under:
Partf.culars. Amount In Rs•
Authorized share capftal
350,000 Equity Shares of Rs. 10 each 35,00,000-TOTAL
35,00,000
Issued, subscribed and paid up share capital_._.
2,90,020 Equityshares of Rs. 10 each 29,00,200
TOTAL29,00,200
•
YPPL currently do not have any operational project in hand and as of Valuation Date, and Its.Balance sheet comprises of only investments in OLL beside certain receivable/cash in the form ofloan and advances/cash. Further, we understand that there are no cOnvertible instruments,warrants, or other securities which is issued by YPPLas of Vaiuation Date.
1.2 ABOUT OM lOGISTICS LIMITED (Oll)
OLL was incorporated in October 1999 as a limited company. OLL provides Logistics solutions andservices to its clients, which are Indian and multinational corporates. OLL has 306 branch officeswith more the 200 franchisees and a fleet size of over 2,500 vehicles covering more than 1,000locations across the cOmpany. The service offerings comprises of:• Multi-nodal cargo services• Supply chain management
• Warehousing and distribution• 3Pl Logistics Services
Om Telecom Logistics Private limited (OTlPl) is a wholly owned subsidiary of OlL. The major activitiesof OTLPL cover the whole spectrum of providing logistics services to the telecom sector. Also, it caters tovarious disciplines of cargo handling including freight forwarding, custom clearance, transportation andmaterial handling, warehousing and inventory management. We have done valuation of standalone Olland its investment in subsidiaries separately to arrive at the fair value of OLL.
Corp office: 313', lind Fioor, West Patel Nagar, Near MerOPillar No. '97, New Delhi 110008; Phone no;...qt;\'...~.,''':..43411103104 ('~;(../ (-:'~:;-J"\:~\
" ~.,/" I'"\~\"' OWII!,,?!~;':"-.>S~_~~~
VGR& Co,Chartered Accountants
47
•
The capital structure of Oll as on date of report isas under:
Particulars Amount In Rs.
Authorized share capital
7,000,000 equity shares of Rs.10 each 70,000,000
5,000,000 preference shares of Rs.100 each 5,00,000,000.
TOTAL 57,00,00,000
Issued, subscribed and paid up share capital
49,71,401 equity shares of Rs. 10 each 4,97,14,010
15,OS,S09preference shares of Rs100 each 1,50,SSO,900
TOTAL 20,05,94,9101.....-_._ ------- •.__._----.L....__________
PresentStructureof Oll Shareholding
•
19.43% .40% 1.40%
It may be noted that there is an equity investment into 69,751 equity shares of Rs. 10 eathamounting to Rs. 4S lacs and investment in 15,08,809 Compulsory Convertible CumulativePreference shares (CCCPSIof Rs.100 each amounting to Rs.16440.7 lacs by YPPl into Oll. YPPlis proposed to be merged into Oll, which would result in cancellation of equity and preferenceshares investment held in Oll as a consequence thereof and issue of shares of Oll to theshareholders of YPPl as the ultimate shareholders of YPPl and OLL are the same individualshareholders.
1. SOURCESOF INFORMATION
For arriving at the share exchange ratio, we have relied upon the following information, as providedto us by the Management of the Companies:
-_._-------'-_ .._--_.._-_.._--_._-.--------_._.__._-----Corp office 3/31, lind Floor, West Patel Nagar, r.learMero Pillarr.lo. 197. NewOel111110008; Pilone no:011.43411103/04
• i•• ~'"
•
48
VGR & Co, Chartered Accountants
1. Brief background of the businessof VPPLand OLl;
2. Audited financials of VPPLand OLLfor the vear ended March 31 2017 and unaudited financialsforthe period ended October 312017;
3. Shareholding pattern of YPPLand OLLasat October 31, 2017;4. Discussions with the management of Companies including necessary information, explanations
and representations provided bVthe management;
3. VALUATION METHODOLOGV
The standard of value in our analvsis is defined as the price that a buver could reasonablv be expectedto pav, and a seller could reasonablv be expected to accept, in an independent third party arm's lengthtransaction.
For the purpose of arriving at the share exchange ratio for the proposed merger; we have placedreliance on various judicial precedents laid down by Courts while deciding the matters involved indetermination of share exchange ratios. The valuation of a business is an exercise which is carried outusing various methodologies, to the extent applicable:
1. Net Asset Value (NAV) Method2. Discounted CashFlow (DCF)Method
3. Comparable Companies Quoted Multiples (CCQM)Method4. Market Price (MP) Method
The application of any particular method of valuation depends on the purpose for which the valuationexercise is performed, relevance of each method under the circumstances of the case and other factorsas determined appropriate.
3.1 Net Asset Va/Me(NAV) method
The asset based valuation technique is based on the value of the underlying net assets of the business.Under this method, the net assets as per financiai statements are adjusted for the market value ofsurplus/ non-operating assets, contingent liabilities which may be crystallized and other adjustinents asdetermined appropriate.
a) VPPl:
To perform this exercise, we have used the provisional financial statements of VPPLas of Oct 31 2017.We were not provided with the market / fair value of current assets and current liabilities and inabsence of information and based on representation provided bV the management, the current assetsand liabilities have been assumed to represent the fair value as at Cut-off date. Based on theexplanations provided by the management, all the assets and liabilities of VPPLare expected to fetchatleast the book value which is shown in the unaudited financial statements as at October 31, 2017.
The valuation of VPPLas at October 31,2017 as per NAV method is given as under:
VGR&CO,ChartetedAccouiltants
V:llun'ion ofYPPLa~ :,' 0", 31, 2017 ~NAV melhollPal1iculars Ils. I.,khs I~s.t.al,~Fixed assets: J!~t block,
Property. plaJitllhd eqiliptnellt -Inlal1gJb1eassets .Non-cw:rent i,nves~ni 16,488.7Net cUlTCntassets
Cash and bank balances 162.1Trade receivable .Loan & advances .Oiher cuirent assets 25.0Current assets 187.1
Suhdry,creditor.;
OtllCr CurrentJ••bilities
Pr:ovisions .N.ct CUrTent assets 187.1Total assets 16.675.8Borto\\ings
Loan '10;469.9Total borrowing:; 16,469.9OerelTCd tax Jiabilitjes .Net \\Ol1h .'unadiusted. 205.8Less:contingent liabilities (!let of tax) .Net cquitv villue,. 'adiusted 205.8Add: grossdebt 16,469.9,Less:balanceS(lf casnatid CilSh (162.1 )equivalents
Less:non-currentJoans &:advanC\' .Ente",rise val"e 10,513.(1
The Enterprise vaj(je bfYPPLas~t October'31,,2017.wor~$ out~o l1e :R,s.,16,513:6lac$. TIlis E!!lterprise,
value of YPPl comprises of valoe ~t:~Oh'cut(ent equity aild preference investnient$, heM in' OLL 6f ~.16488.7.lacs.
b) OLL:
To perform this' exercise, we have use'd t~epr6visional financial statements of OLL as of OciOber 31"
2017. We were not provided with the market / fal' value of cu'rrent assets and current'liiibilities and in
absence of information' and based On representation provided by the management. the current ,assets,
and liabilities have been assumed to rE!present the fair value as at CU,t'off date .. Based on the
explanations provided by the'managementjall the assets and liabilities' of OLLwill fetch at least the book
value which is Showh in the,estimated fii'iaridalstatements ,asat,OC!,o,b'er312017.
The valuation of OlL as at Octobe~ 31,2017'as per Nil\! methqd is given as under:
-.
VGR.& Co,chartered Ac(:ountants
\ ,,11I.tIlOIl nl OLL .t" ,It o( I -' I, 21117 - N,\ Vrncilul,1Pll',til'IIIItI' n ". I ...lkt;.g: ':"""'- Ih.l...;1kho;
Fu:ed assets::net block:)'rtipcrty,.plant ~ndcqliiplncnt ;9,O~~.~JntlngJbleassetS 1.~Capital work-m.prouess 82U'Non c~nt invCstmeilt 3,979.7tapnaladvanee 725,5Fixed deposn inctuding accrued interest 175,8Net cumnt assets .
Cashand bank bilanccs l;j14.9Trade receivable. 27.834.7Loan & advanecs 2.010.4'SecurityDeposit 121.5Other ClJITcnt asselS '71~7.5ClD'Tent assets 38 72~.n '
SwJdrycre,ditdrs 2;652.7Other Current liabilities 5,242.0Securitydcposit '193.9Pro~isions .i;524.lNet.curTent assets :19115.9TOllllasscts ,53.891.8BOrTO~,;flgsLoan IS 281.9Total \>OITOWin&< J5,281.9J)e(elTOdt•• liabilities 180.3Net ""rth,' unadjusted' :38429.6Less:contingcnt liabilities(re,!Of""x)Net eQuity value - adjusted ,311.429.6Add: grossdebt 15.281.9Less: ba1nn<:csof cashand ca••h equiva1Cnts (1.574.9)
Less book value orNon current invesimcm '(3;979.7)LessCapnalad~ (725.5)Less:FD includinginterest (115.8)£ntemrisc value: .41,255.7
The enterprise value of Oll as at October 31, '2017 works out tobe Rs. 47.255;7 lacs.
3,2 Discounted Cash flows IDCFI metHod"
DCFmethod is one o~th'" most :s,d~ntific methods amon'gsql1 the valuatio" methods under 'IncomeApproach in terms of conceptual framework. As per this method, equity value 'is defined iis~the 'tli'epresent value of future cash flow that are allailable \0 all the equity holders ofthe Comj)any'.
The value so derived is not impacted by a~~ounting practices as it is based on :cash flows .ind riot b06kprofits, Further, DCFmethod incorporates i!lI.factors relevantto:thebusiness.
a) YPPl:
SinceYPPl does not have any ope'lations lIS'tif date qf valuatio:n e~ce~t for the' ,investment which is heldin Oll. we have not computed the fair value of ypPl usingoamethod.
Corpoffice: 3/3',.lIridFloorj We~tPatelNagar,NearMeroPillarNo. '97, Newpelhi 110008; phone.no:43411103/04
51
VGR& Co,Chartered Accountants
b) OlL:
We have used DCFmethod for the purpose of valuation of OlL The relevant working of the same underDCFmethod is given below:
N r
A: The IVOWlh rate flit terminal )'cu hllll been ISlum«llll be 5". amsiJeriOithe Iolllgimn inflaliunlllle in the occulOm)'.
B: EBITOA margin it e$timal«l A$equillalmlto ESITOA mar";n for FY~022
c: Increase in wlItkingnpillll hll.1 been assumed based on the net wor1<in':Ull'talllS Y. nflllin lJrlllSlllloplieil )'mr'.C fY2022
0: BlIStd on ,vCI"¥cepexo'lhlle:qllieit pcrio~ LeFY2019to fY2022
E: BllIcd on COrpOrltll tllll tltts of H.ClI% from fY2011 OllWlIl'd.
lJu~".•••~~."I"MIl'" ofOU,,"~"'g O••"'''''I~IlC.I.h flo ••mcnl"~L18.ofOII 31,ZUl7(~ (.,.klll)
r.1I1IfHI ••,~ \"'ork,nr.~ F\:2011l 1\2019 F\2020 FnO!1 1\'2022 Pcr(ll'I",lrg.o monl I
12 12 12 12YWtndinll. JI.Mu JI.Mar JI.Mar JI.MIr JI.Mar NlltllSInnow or'r"nd,iNdrevmn
».214 1,3!>,l.' 1,.8.66} 1,6J,~! l,n,1I1 1•••• 175Net.aleslJOwlh(%)
131.9% 10,W. 10.0% 10.0% MfA A
OpcralingEBITOA Ull 15.9$0 17,1)7 19,911 22,293 2),40'EBITDA lINJain (%) 11.7% IllY. 12.W. 12.2fA 12,.t% 12.4% BI"noworrun$ 6,811 J5950 17U7 19,93' 11,293 13,401
OUlnow or (und,.,
Incremental working CllpitaJ (S2_) (U8) 2,611 2,951 3,250 1,772.50 <:Cllpilale~(lldilllrC
'" 1.421 1,418 un 1,599 ',m 0lncorncII;C011 PBIT 2111 4,945 ',m 6176 '''' 1,579 ,Outflow orruno» 2 510.8 5,91'.1 11,1)4,1 .19.163.4 11,918.0 10 60.,
NCIC&l.hllow$ 4,1)1I IIl,oJl 8.103 1l.16H IO,37~ Il,""DiICountiog ('<.ill' 11.1% 966~ 86.0':~ 13.0% b2.0% 52.6%Discounled cuh lIlIWI 4.038 8,UI S,917 5.611 ~.4~7
l/'.autPrcstnl1l11ue rllr elqIlicil period %11,774.1
Prel!enlllalueorperptluil)' SI,"J6.1 .Uu: corllinaMllitbililiet 0.0&lIn it whc U ofOet 31 2017 81,110.2
No/tor: TM I>os!spr,he O$~'rlltlpfkJn.r hi pt:f,wmliyls (u /tJ~OIfJ';
•
The enterprise value of Oll under OCFmethod is arrived at Rs.81,210.2 lacs as of Oct 31, 2017.
•3.3 Con:marable Companies O~oted Multiples (CCOMImethod
Under this method, value of the equity shares of the company is arrived at by using.multiples derivedfrom valuations of comparable listed companies, as manifest through stock market valuations of listedcompanies. This valuation is based on the principle that market valuations, taking placed betweeninformed buyers and informed sellers, incorporate all factors relevant to valuation. Relevant multiplesneed to be chosen carefully and adjusted fOr differences between the circumstances.
Since YPPLis currently having no operations and thereby no operating revenues, we have not appliedCCQMMethod for valuation of YPPL.Further, the valuation for Oll, we have used the CC(tM method forthe purpose of our valuation analysis.
The relevant working of CCOMfor valuation of OlL is mentioned below for your reference:
52VGR& Co,Chartered Accountants
)
25~"25%-'-
-~ll%100.0%
IUS
11.4"
16.42
15.76
13,74
13.7
-3.4
10.3
11,090.5
. 1,14,2.94.1
12~O_21 39,501.0 163'41 II J9!U•• 12 "lb.ll , 2 8,0 •• l7 735 49522.0117234.8 J J5 183.0 25 ,41S 15;)'4.0Ibo09,1 7,71J.0 1'07 " '6 &39,0
OneMomll
114,6
167.9
210.8
"H,S
"',..'<0..,
L
\\1":.::""" Odn ("t'l vf 1'1\1tlllln" 110\1t\'1
;"""';::1' !\I11rk\l "'''''''"KlIb>I'U' tlllt'lln\<' ASON .Iln()~ \\~'J:."I;lI:~~laCar,,,I,,lumor",I"al,,," rn"ll1l,lrs No Of511'•.•.5 share1"'1'< "'llll '''~;l1''111 ~"fl'h •••.•"hll, ",10) ••• 1,,< .)10) 2UI7 ".,11'1,1. ..'••'h •.,,,'S•.••,}
C,,"'I.'r:.',I••••""I""' ••S (mLlkh., {'hl (Ib I.,khs) (R~ lahhq (lb I ,1<'''1 Uh ',"1"1
~Particulars Amount (Rs.lakhs)EV/E8ITOA Multiplele.ss OLOM & size @25%
Adjusted E81TOAmultiple
E81TOAof OLl for FY2017Adjusted El'lterprise Value
Ir." lIdALt.ClflGO lOGISTICS LTD.
'ICAl LOII'tk LIliShreII Sill In L••••lllle lid
The enterprise value of OlL. under CCOMmethod Is arrived at Rs.1,14,294.1 lacs as of Oct 31,2017. Wehave considered the cBITOAof FY2017of OlL as we have used the consolidated financials of FY2017ofcomparable companies. However, we have used the share price data for the one month period endedOct 312017 of comparable companies.•3.4 Market price (MPI meth!!d
The market price of an equity share as quoted on the stock e~change il'lthe same company is normallyconsidered as the fair value of the shares of that company where such quotation are arising from theshares being regularly and freely traded in. . •
Since 1'I0l'leof the Compal'lies involved in the proposed merger are listed on any of the recognised stockexchange il'l India or outside, we have not considered the Market Price method for the purpose ofarriving at the share exchange ratio for the proposed merger.
4. RELATIVEVALUATIONS
•The fair basis for the proposed merger of YPPl into Oll would have to be determined after taking IntocOl'lsideration all the factors and methodologies mentioned hereinabove. Though differel'lt values havebeen arrived at under each of the above methodologies, for the purpose of recommendil'lg a sharee~change ratio, it is necessary to arrive at the single relative value of YPPl and OlL. It is howeverimportant to note that in doing so, we are not attempting to arrive at the absolute equity value, but attheir relative values to facilitate the determination of a fair shares e~change ratio ..For the purpose, it isnecessary to give appropriate weights to the values arrived at under each methodology.
yalya1ioO of rpPl Md OLl
Since YPPl is not having al'ly operations currently, we have assigned 100% weight to NAV method and
have not used any other method for the purpose Of valuation of YPPL.The equity value of YPPl issummarized below:
Corpoffice: 313', lind Floor,WestPatelNagar;NearMero PillarNo. '97, NewDelhi110008;Phoneno:O.':i;j<:~;;0-.'.~434
11103/04 !-';,(?';?'j~;;;:->~'2"
I" III '-:0 ) ..\q \.N:.: D~r.U-U (:''''•.. '.... /. :::.-/. '\:1.., ...•.. - ~']),
...•.••._ ••""\1.ta.,...I.-- •..••.-...a<r'"l' ~-_...-- •••••.. _ .•.
VGR & Co, 'ChatteredACCQ'Untants'
, .. Weighted Average
______ ~ Weight Valuein Rs,lacs Value(in Rs,lacs)
NetAssetsValue
weighted 'AverageEnterpriseValue
100% ,16;514 16.513:63
162,14-16,469,91
205.85'2.90
70.98
We have considered NAV'as more appro~'riate method to arrive anhe fair values of YPPLand,have'
assigned 100% weight to NAVmethod being the mostreleyant methods to arriv~ at, f<!ir valu~ of
investment companies.
The equity value of OLlis summarizedbeiow:
Net AssetsValueDiscountedCash'FIOWMetnodComparableCompanies(Quoted) MultIpleWeightedAverageValue
30"/0
40%
30%
47,255,7,8.1.'!10,21;14.294,1
14.176.7032,484.06,34,288,24'~
LessDiscount for lack of market~blJlty 15% .12,142.35
AdjustedEnterpriseValue, ,~Add:Cash '1,574.89Add:Fairvalue,of Investment In subsidiaries 7.657:59Add:Capitaladvance ,'725.49Add:Fixeddeposit Incfuding.ccrued intere~t, '175,79Less:Debt. '15.281.85
~~~~ .-~Numberof Shares 67.58PerE ul ShareValue Rs: 942.03
W'e have assigned weIght 0(40%'to OCFmethod as beiilghiiire ..appropiiate method to arrive at the ,fair
values of'growing companies i.e OLL.and -equalweigh I of 30%to NAVa'ndCCQMmethods.
SCOPELIMITATIONS
This report is subject to the liMitatiOl'! detailed: hereinafter: As such'th'l! report has to be read in ,totality:and not in parts. in conjunction with th~:rele\(ant documents referred to above',
., Computation of share exchange ratio is specific to the interide-ii purpose as agreed in theterrnS:of our engagement. Tlle share e~change ratio is ason the proposed Cut. of( Date Le. October 3~,
54..
'.-..,.
VGR & Co, Chartered Accountants__~~~~ _
•
•
2017. Accordingly, the share exchange ratio should not be used for any other purpose nor wouldit be applicable as at any other date.
We owe responsibility only to the Board of Directors of the Companies, and do not accept anyliability to any third party, in relation to this report. Neither the report nor the contents may bereferred to or quoted in any registration statement, prospectus, offering memorandum, annualreport, loan agreement or other agreement or document given to third parties, other than inconnection with the proposed,Scheme of Amalgamation, without our prior written consent.The determination of share exchange ratio involves considerable exercise of professionaljudgment as regards alternative methodologies and is also significantly influenced by prevailingindustry, economic and market (including capital market) conditions: We have exercisedreasonable care while exercising professional judgment and consideration of the aforesaid'factors; however it is possible that any other valuer may not agree with the methodologies usedbY us and the relevant factors considered by us.
Valuation analysis performed by us is not and shou'ld not be construed to constitute as an audit.The Valuer is not expressing any opinion on any GAAP related issues and has not offered anyattestation services. The above mentioned procedures were performed to the extent of dataprovided to us by the management.
Valuation analysis is also specific to the date of this report. An exercise of this nature involvesconsideration of variOus factors including those impacted by prevailing stock market trends ingeneral and industry trends in particular. As such, our results are, to a significant extent, subjectto continuance of current trends beyond the date of the report. We, however, have' no'obligation to update this report for events, trends or transactions relating to the Companies orthe market / economy in general and occurring subsequent to the date of this report.Our report on valuation analysis was based on inquiries, of and discussions with managementand reading of the documents provided to us. In the course of our-valuation analysis, iNe haverelied upon financiais and other information, including estimates of future financialperformance and assumptions thereof, provided by management.
Our co.nclusions are dependent on such information being complete and ,correct in all materialrespects. We have notconducte'd an independent audit, due diligence review or validation ofsuch information and estimates of future financial performance for the purpose of thisassignment. Accordingly, we don't express an opinion or any other form of assurance thereon
and we accept no responsibility or liability for any losses occasioned to Companies, theirdirectors or shareholders or to any other party as a result of our reliance on such information.No representation is made as to the accuracy or completeness of such information unlessexpressly stated and nothing in our report should be relied as a representation of the future.We make no representation or warranty as to the accuracy or completeness of the informationused for our anaiysis, including any estimates, and shall have no liability for any representations(expressed or implied) contained in, or for any omission from, these procedures.We have performed our analysis of the Companies and no accouni has been taken of anydiscount or premium that may be negotiated in the market in the event of a distress sale.It is understood that this report is required in connection with the limited purpose and will notbe used to solicit either directly or indirectly - investments in the Companies or otherwise forany transaction.
This report was not prepared by us for use by prospective financing sources. If, at any time, apotential financing source reviews this report, such financing source should conduct their owninvestigation and analysis of the data set forth in this document, obtain their own independentadvice, and reach their own conclusions.
Corp office: 3/31,lind Floor, West Patel Nagar, Near Mere Pillar No. 1.97,New Delhi llooo8j Phone no: 01f).. Go?r~"434
11103/0/, , (l')~' ,-)"~
, ~"(' ,'''( ~.
g\ I 1[Y2lHl ;}./l;:J..,.. ••' ••••••••• _~ ,..,'6 "
, ..
•
55
VGR& Co,Chartered Accountants
We are not required to give testimony or to appear in court by reason of this valuation analysis,with reference to the .companies in the report.Any inferences drawn from this valuation report should consider the report in its entirety.Nothing has come to our attention to indicate that the information provided was materially mis-stated/incorrect or would not afford reasonable grounds upon which to base the report. We donot Imply and It should not be construed that we have verified any of the information providedto us, or that our inquiries could have ve'rifled any matter, which a more extensive examinationmight disclose. We are not responsible for arithmetical accuracy 1 logical consistency of anyinformation provided by management and used in our analysis.
The recommendation rendered in this report only represents the recommendations of thevaluer based upon information provided by the management and other sources and saidrecommendations shall be considered advisory in nature. Our recommendation will howevernot be for advising anybody to take buy or sell decision for which specific opinion needs to betaken from expert advisors.
SHARE EXCHANGE RATIO
We understand that the proposed structure of the Transaction is as unde!:
19.43%
Othe",
O.40'k r",100%
Promote", ;~
78.77%
YPPL
1.40% II
•
II Consideration
III
y"',ri: "~i:~...,1 ',': ;~'~"J__ --"M;rg.r-------
We also understand that upon merger of YPPLinto OLL, the investment made by YPPLin equity sharesand CCCPSof OLLwould be cancelled and the equity shares of OLLwould be issued only to the extent ofnet worth in the books of YPPLpost adjustment of outside debt. We understand that the managementof OLL intends to discharge this consideration by way of issuance of Equity Sharesof face value of Rs. 10each in OLL.
The working of share exchange ratio is mentioned below:
Particulars YPPL OLLPerShareValue (Rs.)Shareexchange ratioShare Exchange ratioShareExchange ratio (round off)
70.9813.27
66,36
66,00
942.03
15.00
5.00
f.,
•
•
VGR& Co, Chartered Accountants
In the light of the above and on a consideration of all the relevant factors and circvmstances asdiscussed and outlined hereinabove, in our opinion, the share exchange ratio for the merger of YPPlinto Oll works out to be as under:
• 5 (Five) equity shares of face value of RS.10each of OLLto be Issued against 66 (Sixty Six) equityshares of face value of Rs.10of I'PPLto the shareholders pf YPPL
We have not looked any other aspect af the proposed merger except the aforesaid swap ratio.
For VGR & Co., Chartered .accountants
i:: (,102ir;;»~~ ~~~- '~~/., ." .--. '?/.\ ~ (r""'J -<. ....(\~':0' 'k
T I Khanna (JNEWO'~<~
(Partner) ~~_.,. ~~~.
Membership no. : S04@~!'.C!!?/Firm Registration no. : 026807N
Place: Delhi
Dated: December 18. 2017
'Corp office: 313', lind Floor, West Patel Nagar, Near Mero Pillar No. '97, New Delhi 110008; Phone no: 011.43411103104
56
Total
EQUITY AND LIABILITIES
Shareholders' funds
Sh:l.rc C:l.piml 3Rtscn.a; Rnd surplul' 4
Current liabilities
Short-term borrowings 5
T",dc p'J"blcs:_ total ouuannding due or micro.cntcrprist"s and f:m.,l1 cntttprises C)
_ total outstnnding due of creditors other th:m micro'cot(,-rpriscs nnd .sm:l.1I
l'tltCrpriSCS
Other current liabilities 10
Short-term pro\1sions ,7
5731 M.rch 2017 31 M.rch 2016
~ In lakhs) ~ in I.khs)
2,005.95 2,005.95
32,471.96 27.363.60
34,471.91 29.:169.55
2,909.16 4.275.04
93:33 490.38
705.04 598.01
191.38 224.0(1
3,898.91 5,587.49
10,552.39 9.913.79
0.12 1.73
3.585.88 2,688.63
3.582.34 3.200.76
7.10.34 40(0.69
18,431.07 16.•211.60
56,807.89 51.168.64
Notes
Non-eurrent liabilities
l.ong-(ctm borrowings 5
Deferredt~ li~bilicics(net) 6Long-rctm rro\-isions 7
Non current liabilities R
O~1 LOGISTICS LIMITED
Balance Sheet as at'.
ASSETS
Non-current nsl'ctsProperty. pbm and equipment'1mangible :'Isscts
Capim.l work.in-PfOb'fCSSNon-current in\"l~stmcnts
Long-term loans Bnd advancesOlher non-eurrcnt assets
Current «ssclS
Tr:tdc rccci,"abicsCm;h and Innk bal3nc~
Shorr-term lo:lnS :md ad\~nccs,Other (utrent ns,<;,cts
TOI.l
11 19.755.46 19.713.56
9.39
331.30 128.96
12 3,979.66 3,979.66
13 313.27 337.79
.16 54.49 5.44
24,443.57 24,1(,5.41
14 24,991.97 22,212.59
15 1,236.20 1,583.66
13 1.131.46 861.43
16 5,004,(,9 2,345.55
32,364.32 27,003.23
56,807.89 51,168.64
Notes 1 to 29 fonn an integro.l pan of these: financial St:ttemc.n~s,
~Mukul Gupta
Chief Fillancial OfficC'!
~.
'Forand on behalf of board ofdircc1ors.or
~ Om Logisfics Limited, ,~j tJ /:/Iv'''''''' /f.J. '"
Ai:')' Singhal Anm Shanna
Mnn:1g1ng1')ircaor Director
DIN No. 000543.
Pbce: New Delhi
Datc: 16 ScpI<11lbcr2017
This is the Habncc "Sheet referred (Q in our report or t\.Cn date.
~cJ.\Ct--~IM- be. ~ rJ1For W.lker Chondiok & Co LLP
OM;LOGISTICS LIMITEO 58~ Statement of Profit and Loss for the year cnded Notcs
31March 2017 31March 2016
<! in lakhs) <! in lakhs)
RevenueRevenuefrom opcrntions
101,652.85 89,782.42
Other income 17 420.28 84.53
Total revenue102,073.13 89,866.95
E':pensesCost of services 18 74,536.20 64,807.31
Employee benefit expenses 19 10,515.30 9,412.80
Finance costs 20 1,635.21 1,718.09
Depreciation and amortisation expenses .11 1,566.11 1,380.08
Other expenses 21 5,930.84 4,972.23
Total cxpenses 94,183.66 82,290.51
Profit before tax 7,889.47 7,576.44
Tax expense
Current tax 3.000.90 2,670.00
Prior rcars178.16 (15.97)
Deferred tax (397.05) (19.80) .
Total tax e"1'enses2,781.11 2,634.23 .
Profit after tax 5.108.36 4,942.21
Earnings per equity share 22
Basic/Diluted102.75 99.41
Notes 1to 29 form an integral part of tbeseflnancial statements
For and onb~half of board of directors of
~..
Om Logistics Limired
\ \~ ~ iv- ,f.." ,/jay Singhal Awn Sharma
Managing Director Director
DIN No. 000543
~Mukul Gupta,
Chief Financial OfficerPlace: New Delhi
Dare.. 16 September2017
OM lpGis;ncs UMITED
C:n:h Flow Statement for the yea, ended
A. Cosh flows from operating activities
Profit before taxI\djustm,cnts for non.cnsh tmnsacrions:Dcprcei:ltion '3nd amortisation expenseLoss / (profit) on saleof property, pia.\( and equipment (net)
Allow.nces for b.d and doubtful tmde receiv.bles
Aliownnces for bnd nnd doubtful ndvnnccs
1merest incomelntcrC$t expenses
Cash flow from operating activities before change in opcmtlng assets and liabilities
Change in operating assets and liabilities
1ncrcnsc in rmdc p:t}'ablcsIncrease/ (decrease)in pro,.;sion nnd othtt liabilities
(Incrcnse) in trade rccekablcs(J ncrease) in IO:lns and Advances(IncrCi\Sc) /decre:tse in other assetsCash generated from operating activities
Income taxCS paidNct cash generated from operating activities
D. Cash flows from investing activitiesPurchase of tangible and intnngiable assets including capim! work in progress
Procccd$ from 5:1Ie or tangible assets(Purchase)/ snleof non.current in"«lments
Redemption of ftxed deposits .
Interest receivedNet cash used in investing activities
C. Cash flows from fmancing activities
Proceeds from IOllg tcml borrowingsRepayment of long term borrowings'Proceedsfrom short term borrowings (net)
Intcrest paidNet cash used in ,financing activities
Net (decrease) / increase in dlsh and cash equivalents
Cashand cashequivnlenlsosat lhe beginning of the period
Cash and cash equivalents as at Ibe end of the period
Cash Flow Statement for Ibe year ended
CashCheques.drafts on handBalance with scheduled banks in current .•ccouon-
Cash und cash equivalents
7,889.47 7,576.44
1,566.11 1,380.08
.(15.08) 46.98
609.35 232.00
53.09
(27.75) (53.00)
1,571.67 1,668.36
11,646.85 10,850.86
895.64 138.84
766.63 (138.\6)
(3,388.73) (4,728.38)
(1,150.91) (378.95)
(2,688.10) 32.87
6,081.39 5,777.09
. (2,325.86) (2,215.85)
3,755.53 3,561.24
(1,873.58) (2,849.93)
68.92 109.92
(0.63) •
(38.16) 7\.11
7.66 4\.96
(1,835.16) (2,627.57)
533.55 5,\04.88
(1.899.42) (5,68\.11)
638.60 1,448.84
(1,578.73) (1,675.51)
(2,306.00) (802.90)
(385.62) 130.77
1,536.34 1,405.57
1,150.72 1,536.34
31March 2017 31March 2016
190.48 246.95
120.85 169.65
839.39 1,119.74
1,150.72 1,536.34
This is the CashFlow Statementreferred to ii, our report of evendate.
~
. ".r and on bCh.alf of hoard of directors ofOm Logistics Limited
\ \ \,/WI'/" ~ to/V' /i~o//Ajay Singhal Amn Sharma
Managing Director l)ircclor
"" N.""'" o,~
Company Secretary
i\CS No. 39732I'I.cc: New Delhi
Dnte: 16September2017
60OM LOGISTICS LIMITED
Summary of significant accounting policies and other explanatory In(ormatjon for the year cnded 31March 2017
A. ,Background and nature of operations
Om Logistics Limited (thc "Comp.ny) WlISincorpornted ill October 1999. The Comp'"}' pro,.jdes Logistics Support .nd Solution,.including m1Ospomrion •.w:ttchousing and logistics support (0 'Indian a-ndMultinationnJcompanies in 'India.. #111CCompan)' is 3.multi-modellogistics company with ~ing1c.window ,intccrntcd logistic~ services for nil th,cclcmenr~ of the supply dl:un mariagl.'1J1cot. The Companyowns .3 dedicated fleet of vchiclcl' (01' 10c.''l1distribution .• in .addition to the :logislic.<; m~ of mil nnd 'rood. The Compa!lY also providestr:lnsport of cargoby air.
B. Basisof preparation
'n'lC financialsnucmentshave been prepared to comply with tJ1Caccounting rrinciplc.~ generally accepted in India, including the ,Accounting
Slnndards'pecified \Indet Section 133 of ,he Comp.nies Act 2013 ('rye 'Ac'). re.d with Rule 7 of .he Comp.nies (Acco\lnts) Rules,2014(asamended).~nle financinl statements have been prepared 011 a going concern basisunder the historical cost convcotion on accnml basis.The .ccounting policies h.ve been consistendy .pplied by the Comp'ilY'
2 Significant accounting ,policies:
A. Use of estimates
In preparing rhe Company's financb.1 :;tatemCl1ti' ill conrOnnil}' with the accounting principlc~ gr.'m.'mll)'accepted in India, manngt:t1lcnt is
required to make estimates and assumptions that affect the reported amountS of as~crsnnd liabilities and the disclosure of contiobten(
liabilities at thc date of the financial StatcmCtH~and reported amounts of rcvenuesand expensesduring the reporting pcriod. Acmal results
could differ from those estimates. .I\ll)' rCvisi()11 .to ilccounting estimate$;,is recognized prospecti\'cly in thc current and future periods.
B. Tangiblci and intangibles
T.ngibles
Properly, pl.nt .nd equipment is stilted no COstless.ccumulated depred.tion .nd imp.innent losses (if .n}'). Cost comprise, the purdlnse
price and 'nnycostsof bringing thc Ml'Ct to its working condition for its intended u~e.\Vhcn nn assetis scrappedor otherwise disposedoff.
the COSt and relatedaccumulated depreciation aceremoved from the books of account and resultant profit or loss"~(If an}'). is reflectcd in
lhe Statement of Profit and .J...oss.Projcct under cOITllni$sioning and other' assets under erection, .installation nrc ShOW!l under capital work
in progressand nrc carried at cost, comprising direct cost. relaredincidctltnl expenscs41ndalpital ndVnI1CL'S.
Int.ngibles
Computet lioftW3t'C".which is-flot ~n intcgml part of the related hardware,.isstated:ntthe cost of -acquisitionless,nccumu1:nedamortisation.nd impninnent loss, (irony).
C. Depreciation and amortisation
Dcprcci:uion on property. pln1lt :tml cquipmc1H hns bl'lil1 provided as per gtlidnnce set out in Schedule II of [he Act on strnighl line
Lca$choldimprovements are depreciated ovcr the Icnseperiod or life of the a~ets. which ever i::; Ics~.
D. In\'cstments
Investments ,h.t arc r""dill' realiz.ble and intended .10 be heid lOt not' mOte thail .ye:\( ore clas'ified .•s current invcslincnts. AU olher
invcstmCl'itSnrc classified ~s lang.-tcrm investments. Current ,jllvesttnert~s,nre tnrried at 'lower of CO~t.and f-air'VOllue determined on anindi\'idual invcstment ba.••is. Long'-term investments arc carricd nt cOst. HowevCf, provision for diminution in value.is made to ,recogniseadeclinct other Ihan Icmpornr)'. ,in the value of the ,investments.
~..
61OM LOGISTICSLIMITED
Summary of significant ,accounting policies and other explanatory information for tbe year ended 31March 2017
E. Revenuerecognition and related expenditure
RC.'VCfiUCis recogni?cd when the Company ha~ fulfilled its cot1tractu~, obligations to :\ cu:::tomcr nnd has.obtained the. right to receiveconsiderntion. typically when services arc rendered or the work i!' 'completed in accordance with ~(lmractunJ terms with a customer,Revenueis rcco&i1lb~cdwhen the amOunts of reveoue arc measuredreliably. it is prob:lblc that the economic bcncfits,associatl...d with thetmnsaction will flow to the Compan)'. and the costs to be incurred in respect of the trammction can be measured reliably. I"'rcight billedlreceived in advance. i!' accounted fot as income considering the size of operations. mHur/; and complexities of the Company's business.\Vhere the Company hasprovided tbe servicesbqt 'pendingbilling to customers,:tn accru;u for the sameis made :lS unbillcd rccdv:lblcs.
Freight costs 1'f:prcscnt COsts of obtaining trnnsportnticJ:" .services from other direct carriers and arc accounted for'1n accordancewithcontrnctualterms with the service provider typically at the rime of obtaining the serVices.
F. Employee benents
Expensesand liabilitic!' in respect of employee bl.'f1c6ts arc r~corded in accordancewith Accounting Standard '15' Employee Bcncfir~(Revised2005) '1tevised AS 15".
Gratuity
Gratuity is a POStemployment benefit and is in the nature of a defined benefit plan, '['bc li.1bility recognized in the balance:theN in respectof grntuity is the present value of the defined benefit obligation at the b.l.nce sheet date less the f.ir value of plan assets(if anJ'),together
with adjustments for unrecognized actuarial gains or 'lossesaoapast !'crvicc costs. ~nlCdefined benefit obligation is.dctennincd by actu:tri..1.1valuation ;1$On the balancc"shect date, using the projected unit.credit 1l'!c'thod .•
AcnHlrial gains and losses arising from experience adjuslments nnd changes in acnmrial assumption:::.arc charged or credited 10 theStatementof Profit and Loss in lhe year in which such1,'3insor losse:,arise.
ii. Compensatedabsences
Annual k-nvcsarc accrued in the j'CM in which the associated::icrviccs :'1.1:;C renderedb)' cmpl6rccs of the Compan)'. l11C un-availed leavesarc
cncashcdand are not allowed to be' camed forw.ard 'to next'.financial year.and therefore, ate considered as a short term benefit nnd arcrecogni7.edon tbe ba.1sof nndiscounted value of amonnt required to be paid to the employe.,..
iiL Provident fund
The Compan)' makci contribution to statutory provident fund in accord.nce with Employees'Ptovident Fund nnd Miscellaneous
Provisions Act, 1952.The plan is a defined contribution plan and contribution poid or payable is recognized asan expensein the period illwhich servicesnrc rendered by the employee.
iv. Ochershort term benefits
Expensein respectof other -short term benefit is -rcCOht'flizedon rhe basisof amount paid or payable for the period during which servicesarc renderedby the employcc,
G. Taxation
Tax expense comprises CUl'rL'"nt taxes and def~rrcd faxes.
PrO\~sionfor cuticnt taxation is ascertained011the bash;-of the asse~~£sablcprofits computed in accordancewith the 'provisions of theincome Tax Act, 1961.
Deferred iflcomc raxesrcflecr thc impact of current year timing differcnce:, between mxablc income/ los::c$and accounting income for the
year and re"ersal of riming differences of earlier )'ear~,Deferred tax is mca$lIfcd bascu on rhe tax rates and thc tax lil\V~ cnact<..'<.ior
:>ubsranrivcly enactedat the balance sheet clate. Deferred tax assets afC rccognisl'd only to the CXtL~tthat there i~rea$onablecertainlY thatsufficient future taxable income will be available again~t which such deferred faX:lsscts can be realized.
62OM LOGISTICS LIMITED
Summary of significant accoun,ing pollcics and other explanatory information for .hc year ended 31March 2017
H. Operating lease
i. Where the Company is the lessee
Lenseswhere the lessor effectively rct;'tin~subsmnrially nil the ri~ks and bcncfirs of oWrlcn-hip of the leaseda!lsct arc d:lssificd asopcrnringleases.Opcrnting leasecharRCl' arc recognized nl' an expenseill the Statementof Profit :md Loss on a srrnight-linc bash;o\'cr the leaselcnn .
.ii. Where the.Company is the lessor
Assetsowned b)' the Compnny subject to opcrnting lensesnrc 'included in properly; plant and equipment. Leaseincome is recognisedin the
Statementof Profit and Loss on a stroight.linc basis over the leaseterm. Costs"including dcprCcl.'ltion nrc recognisedasnn ~pcosC,in theSrntcmcntof Profit and l~ss. Initi:d direct COStssuch as legal costs, btokemge costs, etc. nrc recognised immedi.1.tc:l)' in the Statementor
Profit nnd Loss.
I. Earnings per share
Basicearning per shnre is ~culatcd by .di\'lding the nct profit or Jossfor the period attributable to cq~lit)" -shareholder::;by the wtiglucd
n"cragenumber of equit)" ,hate< out><tnndingduring ,he period.
Por the purpose of ",kubling diluted .eamings per shnrc, the .net profit" Or lossJor the periodnttribu.table to equity shnreholde•.•and the
weightednvcrngcnumber of share..outsmnding during the period arc ndjusted.r0r the errects of_n dilutive potrolial equity shlltes.
J. Impaimlent orassets
111eCamp:!.o}'assessesat ~ch bal:lOcesheet dnte whether there is :ll~Yindic:.liion that an nssetmay be impaired. J f any such indication
exists,the Company estimates the reco\'croblc amount of the asset.If such rccovcrnblc nmount of rhe Mscr or the rcco\'crnblc amount of
the Clsh gcncrnring unit to which the nsset belongs is less th:'I11its cMt')'ing nmoul1t, the carrying amOunt is rcducccJ to its recoverable
amount. 'The reduction is treated ':IS ':In impainnent lo~ nnd is ~cogni7.cd in the Statement of Profit :lOd Loss. If at the balancesheetdate
there is 2n indiettlon that a previousl); assessed'impairment loss no longer exists, the rccovcrnblc amount :is r<:assessednnd the a!'set is
reflectednt the recov~rnble:tmoum subject to amaximum of deJ?rcciated historical co~t.
K. Provisions and contingent liabilities
The Company crente:;a provision when there is :'l rrc~cni obligation as a result of a past eVl'flt that probably requires an outflow of
resourcesand tt reliableestimate enn be made of the amount of the obligation. A disclosure for a conrillb~nr liabmt)' is madewhen (hcre is apossible obligation or n present obligation that rna)', but probably will not, ,require nn ourflow of resources. \Vhcre there is a po$Sible
obligation ,or a,prc."cotobl~gationin respect of \\11ichthe-likelihood of outflow of'resources .is remOTC. no provision or disdosure is made,
L. Borrowing Cost
Borrowing costs which tlrc directly attributable to acquisition; construction-or production orn qu:ilifying'assc.t nrc.~pitOlliscd as the part of
(he cost of that,assetwhen it is probnblc tluH the)' will rc-"ult future economic 'benefits to the company and the costs can be measured
reli.bly.
Thi, sporr IXII betll iIlIMliollol{)' lifi blollk
OM LOGISTICS LIMITED•..Summar! of significant accounting policies and other explanatory information for the year ended 31March 2017-
3 "Sharecapital
Particulars
As at31 March 2017
Number' (!in lakhs)
63As at
31 March 2016Number (! in lakhs)
Authorised share capitall1.juity shares of ~ 10 C:lchPreference$harcsof ~ 100 each
Issued, subscribed and fully paid upEquity,sharesof~ 10 each
Prcfcrcflcc sharesof ~ 100each
7,000,0005,000,00012,000,000
4,971,4011,508,809
6,480,210
700.005,000.005,700.00
497.141,508.81
2,005.95
7,000,0005,000,00012,000,000
4,971,4011,508,8096,480,210
700.005,000.005,700.00
497.141,508.81
2,005.95
a} "111(:rci:- no movement in the equity share capital nnd preference share capital during the current YL'ArAnd previolis year.
h) Shareholdersbolding more than 5% of shares
i) Equity shares Number % Number %
Equity sharesof ~ 10 each
Ajar Singhal 1,153,200 23% 1,153,200 23%
Om i\ir Freight Limited 965,000 19% 965,000 19%
Brij BalaSinghal 820,100 16% 820,100 16%
Ihnjana Singhal 510,100 10"A> 510,100 10%
Shruti Sil\ghitl 1,001,200 20"1. 0%
Superior BuildersLLP 0"1. 436,500 9%1
4,449,600 88% 3,884,900 78%
ii) Preference shares Number % Number %
Preference,haresof ~ 100 each
Ncwqucst Asia InvestmentsLirnitcd 1,508,809 100% 1,508,809 100%
1,508,809 100% 1,508,809 100%
c) Description of the rights, preferences and testrictions attached .to each class of sbates
(i) Equity Shatesi) All the existingequity $haresrank pan'passuto aUrespect including but not limited to entitlement for dividend, b011l.1!> issue and right issue.ii) In the event ofliquidation of the CompallY, the di,trlbution will be ill proportion to the number of equity share, held by the shareholder.<.
iii) The Comp<1nyhasneither issuedany bonus sharc$-nor there hm:beenany buy bnck of sharesin the current year and preceding Eke years.
(ii) Preference SharesCompulsorily Convertible Cumulative Preference Shares (CCCPs)
i) 'nle Compulsorily Convertible Cumulative Preference Shares(CCCPs).will convert at:l dh:count to IVO valu~tion asmn.y be arrived in terms of the amended
shareholdersagreement.(Also refer riote 22)
ii) ~nlC right'i', preferencesand restrictions of d1C preferencesharcholdcr$arc gC?"vcmcdby the tcrm~ of their issue,and the .provisions,of the Comp:tllic~ Act1956.
4 Reservesand surplus
Particulars
Capital rcdl..'!T1prloll reserve
Surplus in the statement of profit and loss
IloJanceat the beginning of the year
Add: Transferred from ""tement of profit and loss
Balanceat the end of the year
As at
31Mareb 2017
2;49L19
24,872.41
5,108.36
29,980.77
32,471.96
(! in laklls)As at
31March 2016
2,491.19
19,930.20
4,942.21
24,872.41
27,363.60
OM LOGISTICSLIMITED,Summarf of significant accounting p~'1idcsand other 'explanatory ,informntiOD fot the year ended 31,March 2017 64
5 Bottowings
Particulars
A. at31 March 2017
Long term Short term
(! in lakh.)As ••
31March 2016Longtcnn Shorttcml
SecuredTerm Janos~frombanksCa,h credit f.cilif)'.(mm banks
Less:Current maturitiesoflongtenn debts,
UnsecuredFrom 'feinted parties
a) Details of guarantee for each iype of bon'o-..ings
Guaranteed by directorsTerm loans
.from banksCa,h credi, facilit)'
.(rom banks
4,697.93
,4,697.93(1,788.77)
2,909.16
2,909.16
4,697.93
'10,374.1410,374.14.
10,374.14
178.25
178.25
10,552.39
10,374.14
6,052.86
-6,052.86(1,777.82)
4,275.04
4,275.04
6052.86
9,739.509,739.50
9,739.50
174.29
174.29
9,913.79
9739.50
b) Long tenn ,103ns Dod other loans llrc secured llgainst:
(1) Vchicle loans arC ~ceurcdagainst hypothccntion of vehicle.(to Term loan (rom HDPC Bank arc secured b)'Wlll' o( equitable mortgage o( specific immo\'3ble propcrtic"S of the Compan)' situated .t GUrgaOf~,
i\hcmd:lbad and personalguaranteeo( managlng director.(tiOTerm lo.n (rom StateBank onndia is securedagoinst specific properties ofihe'Companl' situaredat GurgaOrt'alongwith collatCraJcllargc on some other
specificpropettie.,and current asset<of the Compaoy andpetsonal guaranree'ofil'ianagingditcclor.
(tv) The above term loansof the Compafll' h.ve been availedat var)'inginlerest rales rangingbetween 8.31% to 11.90%
c) TcmlS of repayment of short Cettn loansShort terro loans:(I) Short term loans of ~ 8.788.81 lao: i$ a c;m;h credit fncility being nvailcd from State Bnnk of India secured ngaim;t first charge of the currt.,u a~scl$of [he
Compan)'alongwith collaternl securil)' o( cermin proper!)' .ituated.t Gurgaoll, Pune, Haloland Nasik.(to Short term loans of ~ 1,404.16 lacs is an overdraft facilit)' heing availed (rom ICICI Bank secured against collateral securil)' o( I'ropctf) .• ilualed a,
llhiwnndi.
(tiOShort term lonnsof ~ 181.17 lacs is an overdraft fucilil)' being availed from lDBi Bank securcdngainslcollnteral seeurit)' oftlXed deposit.
(tv) The abO\'cshort term loans of the Compan}' have been .vailed .1 varying interest ratesranging between 8.00% ro 1.1,25%
Unsecured loans:(i) Shon reml loans of ~ "178.25 Ii'lc.~(previous year - ~ 'l74.29 lac..:;)was obtained from the rdared partics at the interest r:ltc of 12%. 'fhcsc loans arc repayable
on dl'tlland.
OM LOGISTICS LIMITED
Summaty of significant accounting policies and other cxpianatory information for the year ended 31 March 2017
d) Tenns of repayment of long tenn loans and other loans
Amount asat 31Match 2017Name of the bank
HDFC Bank-Tetro loan - I
Sanctionedamount
4,200.00
Amount of
installment
111.04
Tenns of repayment
Repayment tenns
41 equalmonthly instalmentsstartingftom 7 December2012
Long-tern;••
Current
maturities
(t' in Jakhs)
Amount asat31 March 2016
Long-tenn Curren,maturities
106.94
,'/
HDFC Bank,- ietro loan - II
HDFC Bank- Term loan- JlI
StateBankoflndia - Term loan
HDFC Balik - vehicle loans
AxisBank-Term loan
1,000.00
3,llO0.00
600.00
1,646:55
29.90
21.74
200
35.5
0.57to 6.26
0.61
60 equal monthly inst.~lImentsstarting from 7October 2013
19 quarterly equal installmentsstartingfrom 7September2015
H equal qu2rterly installment.,startingfrom 311I.larch.2014
Equal monthly installments rangingbetween3-5years
Equal monthly installments rangingbetween3-5yeats
This spart has btrlJ iJtltltliolJnlb lqi bln"k
107.81 240.30
1,595.97 800.23
35.50 143.71(
1,145.11 599.40
24.77 5.13
2,909.16 1,788.77
___ I.
348.40
2,397.89
142.66
1,386.75
215.17
801.55
180.73
473.43
1,777.82
OM LQGISTICS LIMITED
Summar! of significant accounting policies and other explanatory infonnation for the year cnded 31Match 2017
I.II
6 Deferred taxesParticulat"S As al
31 March 2017
66(! in lakh,)
As al
31March '2016
Deferred tax liabilities arising'on account or:Difference in written down value :bctwccn the books 'and the block-of as.c;:ctsunder the tncomeTax Act 1961 \
1,281.55 1,219.73
1,281.55 1,219.73
Deferred tax assets arising on Rccount or:
Provision fot' bad and doubrf\11 debtsProvi~ion for bad and doubtful advances / depositsPrO\~sioflfor employee benefits
Net deferred tax liabilities
642.7945.41
500.021,188.22
93.33
431.9'1
27.03
270.41729.35490.38
7 Provisions
Particulars
Pmvisions for employee benefits:Compclls2tcd abscncC1:
Gratuity
As al
31 March 2017
Long term ShOrllerm
108.91
]05.04 208.87
392.56
705.04 710.34
(! in lakhs)Asal
31March 2016
Longlerm Shorlterrn
110.83
598.01 183.34
112.52
598.01 406.69
31MlIrch 2017
184.55
56.90
(57.45)
184.00
~Io)'ee benefit~
Grntuir)': '1110Company hasadopted the revised AS15 from April 1, 2007.The Compan)' docs not maintain any fund 10 p')' for s:ratuit)".Amount recognized ,in the Statement of profit and loss is as under:ParticularsCurrent service COSt
(OfCrcSt COSt
Ac",.rial (gain)/ Jossrecognizedduring tbe period
31Marelt 2016
156.90
49.89
(28.92)
177.87
'111echangein the liability recognized in the baL'll,cesheeris asunder:
Present \'<lluc of defined benefit obligation l\S 'lH beginning ofthe year(asper revisedAS 15)Current SCMCC CO~H
Interest cost
Actu.ri.1 (gain)/ lossrecognizedduringihe pcriod
Beaefitspaid during tbe year
Presentvalueof defined benefit obligation aslit the end of the yo.;r
31 March 2017
781.35
184.55
56.90
(57.45)
(51.45)
913.90
31March 2016
636.00
156.90
49.89
(28.92)
(32.52)781.35
Short term
Long tcnn
.208.86'705.04
913.90
183.34598.01.
781.35
31March 2016
8.05%
10.00%
20.00%
27.14
58.00
For determination of the gtnmity le:ability of the Company. tht,' foliowinA acnuuial assumptions were used:31March 2017
7.53%10.00%
20.00%
27.26
58.00
Indian Assured Lives 1\'lortalit)"(2006.08)Ultimatc
Discount micR2tC of increase in compensation levelsAttrition r.ttcExpected nvcrngcremaining working lives of employeesRetirement"ge (onyenr.;)
Mortalil)' rates
Amounts ror Ihe current nOli previous year.- Me as follows:
Particulars
Defined benefit ohlig,,,ion
31March 31March 2016 31March 2015
2017
913.91 781.35 636.00
31 March 2014 31March 2013
407.56 324.86
'.
OM LO_GISTICS LIMITED
Summary of significant accounting policies and other ~l)Jnnatory infom13iion for dlC year cn'ded 31March 2017 678 Non current liabilities
Particulars
Securitydeposits
9 Trude payablesParticulars
Dues to micro, small and medium cntcrpri~csn~'defined underthe Micro, Small and Medium EntcrprisC$ DcvClopmcIlt Act(MSMED). 2006 ro the eXlenl identified and infonnation
available with the Company pursuant to section .22 of. theMicro, Small nnd Medium Enterprises -Developmenr" .Act(MSMED). 2006.detail, arc mentioned below;
Principal nmount rcmnining unpaidInteres.t due thereonIntcn..~l paid b)' the Company in tcons of Section 16 ,of
MSMED Act, 2006, along with Ihe amount of the p.yment
made to the suppliers nnd service prm-idcrs. beyond theappoitlled d.y during the year
Interest due and p.pble for Ihe period of delay in making
paymenl (which has been paid1>ut bcrond ihe appointed day
during the ycar) bUIwilhout adding the interest specified undcrMSMnD Act, 2006
Inlerest accrned.nd remaining unpaid as.1 Mnreh31, 2016
Further interest remaining duc and p:\)'nblc even in thesucceeding years, ulltil such date when the intCfcst dues :'ISabovearcaetuallr paid to the smnll enterprise for the purposeof disnllo\V:1I1CC n.l; a deductible c.xpcndittiit utldcr section 23 ofthe MSMED Ac', 2006.
10 Other current liabilitiesParticulars
Current mat\lritic.c; of long 'term debtInterest accntcd but nor due on borrowings5t'lUIOl')' duesOther p.y.bles:
Creditors for capital goodsEmplo)'cc rei. led p'rablesOlhers
As al31Match 2017
191.3819L38
As at
31 March 2017
0.12
NilNil,
Nil
Nil
'Nil
Nil
0.12
As •••
31March 2017
1,788.77
27.67215,04
65.70
1.367.02118.14
3,582.34
<! in lakhs)As at
31March 2016
224.06224.06
(! in lakhs)As at
31March 2016
1.73
Nil
NilNil
Nil
NilNil
1.73
(!.in lakhs)As .t
31M.reh 2016
1.777.82
34.73
141.81
23.16
.1;043.84
179.413,200.76
This,!,'''' hdsbe,. inll'nanu!!)' !ifiblallk
OM LOGISTICS LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31March 2017
11 Tangible and in,angible assets ~ in lakhs)
Land Land Buildings Road Office Computer and Furniture and Leasehold Vehicles Total Intangible Totalfreehold leasehold equipment equipment fixtures improvements tangible assets
assetsCoSt .At 1April 2015 4,450.03 1,749.15 8,766.49 981.06 473.82 255.93 i 586.48 5,207.74 22,470.70Additionsduringtheycar 0.93 1,412.34 109.52 192.19 120.31 45.34 428.67 1.421.27 3,730.57Disposalsduringtheyear 86.77 36.82 20:27 288.56 432.42At 31March 2016 4,450.03 1,750.08 10,178.83. 109.52 1,086.48 557.31 281.00 ' 1,015.15 6,340.45 25,768.85
Additionsduring theyear 379.84 149.02 173.64 33.79 548.65 376.08 1,661.02 10.22 10.22
Disposalsduringtheyear 66.51 54.76 \ 398.50 519.77At 31March 2017 4,450.03 1,750.08 10,558.67 109.52 1,168.99 676.19 314.79 :1,563.80 6,318.03 26,910.10 10.22 10.22
Depreciation
At 1Apri12015 848.58 452.35 206.90 138.47 263.96 3,040.47 4,950;73Chargefor theyear 313.91 2.99 143.82 107.61 32.32 81.42 69Ml 1,380.08Disposal.< 64.90 36.32 14.46 159.84 275.52At 31March 2016 1,162.49 2.99 531.27 278.19 156.33 345.38 3,578.64 6,055.29Chargefor theyear 355.54 10.95 139.38 128.61 30.91 128.69 771,20 1,565.28 0.83 0.83Disposals 45.57 46.76 373.60 465.93At 31March 2017 1,518.03 13.94 625.08 360.04 187.24 474.07 3,976.24 7,154.64 0.83 0.83
Net.block
At 31March 2016 4,450.03 1,750.08 9,016.34 106.53 555.21 279.12 124.67 669.77 2,761.81 19,713.56
At 31March 2017 4,450.03 1,750.08 9,040.64 95.58 543.91 316.15 127.55 1,089.73 2,341.79 19,755.46 9.39 9.39
i.
OM LCNISTICS LIMITED• Summ.,y ofsignific.nl .ccounting policies and olhel explanatory infonn.tion for Ihe year ended 31March 2017 69
12 Non Current fovestme.ntsParticulars
Trade - In subsidiary companiesUnquoh.'CI. f"II)' paid.up( (valued at cost unl~~ stated otherwise)
117,500 (Previousyear: 117.500)equity shar"" of am TelecomLogisricsPrivoteLimited oH 10each (100%)
30,500 (previous year: 30,500) equity.hares of Z.K.
EngineeringI'rivo,e Limited or~ 10 each (160%)
41,800 (previous yco.r: 41,800) equity shareS rif Z&HE.ngineering& Tools Private Limited of ~ 10 each (100%)
1,000 (Previous Yc:lr: nil) equity i'hnrcs of Om Logh~licsNepalPriv"e Limited of t 100<::lch(\ 00%) .
A.ggregatc value of unquoted in~cstincnt:;
13 Loans and advances
Porticulars
Capital advance::;- Unsecured. considered good
Asal
31March 2017
3,642.69
187.31
0.63
3,979.66
3,979.66
As at31 March 2017
Non CUrrenl Currenl
217.20
(! .in lakhs)As at
31March 2016
3.642.69 .
187.31
149.03
0.63
3,979.66
3,979.66
(!in lakhs)As al
31March 2016
Non Current Current
243.23
Securitydeposit>• Unsecured,consideredgood
Other loansand advance.<
. Unsecured, considered good
. Doub,ful (others)
1...c$S : AUO'\ViUlCCS for bad and daubtf'ul advances
14 Trnde receivables
ParticuJars
Ou(~ilnnding for a period exceeding six month!' ftorn the dare
the}' arc due for payment:Unsecured considered goodDoubtful
I.."., : Allowances for b.d and doubtful debtsOther debts:UnscCllrcd considered good
96.07
313.27
357.17
774:29
131.20
905.49
131.20
774.29
1,131.46
Asal
31March 2017
2,983.6\
1,857.35
4,840.96
1,857.35
2,983.61
22,008.36
24,991.97
94.56
337.79
295.88
565.55
78011
643.66
78.11
565.55
861.43
(!inlaldlS)
As at
31March 2016
1,480.32
1,248.00
2,728.32
1,248.00
1,480.32
20,732.2722,212.59
OM LOGISTICS UMlTED
Summary of significant aceou'nting" policies .and other explanAtory infotmntioll (ot the )'eut cnded 31 ,March 2017, 70
15 Casb and bank balancesParticulars
Cash and cash equivalentsCashon .handCheques. drafts on handBalnnccs with banks:-in CUf'rl:1H atco\ints
Other bank balancesBalances with bank held as:.,....lXcd deposits held as margin monc)' with original maturit)' ofIcss than 3 month:>
16 Other current assets
Particulars
As at
31 Matcb 2017
190.48120.85
839.39'1,150.72 .
85.48
85.48
1,236.20
As at
31Match 2017
Current Non-current
('! in lakhs)As a!
31Match 2016
246.95169.65
l.l19.741,536.34
47.32
47.32
1,583.66
(! in lakhs)As at
31March 2016
Current Non-curtent
Uobillcd rC\'CflUl'
Fixed deposits held asmargin monc}'Acc:nJ(~dinterest on fixed dcpos"it
4,681,61 2,034.79
280.02 54.25 288.61 4.38
43.06 0.24 22.15 1.06
5,004.69 54.49 2,345.55 5.44
!.
OM LOGISTICS LIMITED
Sum~muyof significant .accounting policies and other explanatory ,informntion' rOt the ycat cndcd.31. ¥B.fCh '2017.'
7117 Othcr income
l'nrticu1:l1"S
Interest incomeOther income
Profit on •• Ieof propert)",plant .nd equipment (nel)
18 CoSt of services
Particulars
F rcigh t cxpcn:;csDirect c.1rtage andJabour expensesFleet trip expensesp.cking expenses
Taxes and dlltie. •.Omer expenses
19 Employee benefit cxyenscParticul::trs
Salaries, wages and bonusContribution to provident 'and other defined contribution fundsSmff welfare expenses
20 FinAnce costsParticulars
Interest expenses on:.tcrm loan
Others
As at31March 2017
27.75377.4515.08420.28
As at.31March 2017
63,536.352,123.81
6,911.62
337.86
1,562.09
64.47.
.74,536.20.
As at
31 March 2017
9.779.16496.43
239.71
10,515.30
As a,
31 March 2017
537.11
1,098.10
1,635.21
<! in takh.}As at
31March 2017
53.0031.530.0084.53
<! in lakh.)A. at
31March 2016
54,472.18
1,678.98
7,027.42
268.45
1,302.49.
57.79
64,807.31
(! in lakhs)As at
31March 2016
8.784.40
432.41
195.99
9,412.80
<! in lakh.)A. a.
31March 2016
728.19
989.90
1,718.09
OM LQGISTICS LIMITED
Summa,,!! of significant accountingpolicics and othcr exphmatory information filr thc year ended 31March 2017 7221 Other ""yenses
Particulars
Ren,
Electricity and waterInsurance
Legaland professionalRates and taxes
Repair and maintenance
- b\lilding
~other
Prinring and smrioncrrAJVl."ftisC1nC11t
Allditor~' remuneration:. Statutory audit
Computer expenses
Contribution towardsCorporate socialrc<ponsibility (refer note 28)Donatio[)
Pwvi!iion for doubtful debts
Provision for doubtful advances
SecurityCXPl'flSCS1'c1cphol1c cxpt.'t1SCS
Travelling and conveyance
1.0% on saleof property, plant and equipment (nelY
Miscellaneous expenses
22 Earning per share
Particulars
Ncr profit for Ihe year
WcibTiltcd average number of shares()ut5tandingNominal value
Bnsic cllrtJln&lS pcr share
Diluted earnings pcr share
As at
31 March 2017
2,139.18
434.49
127.32
59.47
28.52
264.37
72.23
167.34
74.98
18.00
212.82
116:25:3.14
609.35,
53.09
370.55
220.94
387.67
571.13
5,930.84
As at
31 March 2017
5,108.36
4,971,401
10.00
10275
102.75
<! in lakhs)As at
31 March 2016
1,922.98
396.96
103.90
41.98
16.70
161.7"1
65.25
166.77
110.88
17.50
161.49
85.53
7.22
232.00
6.00
341.49
263.68
406.18
46.98
417.03
4,972.23
(fin Jakhs)As at
31 March 2016
4,942.21
4.971.401
10.00
99.4"
99.4.1
Since the dilut1vc number of shares can nOt be estimated reliably as on date as it is linked to happening of an uncertain c\'cnt~ the diluted earning per share
dOC$not include the potential impact of convcn-ion of the CCCPs. However, the conversion will not be less than 11%, or higher than '190/0.of the Company's
paid up share capital on fully diluted basis on the date of conversion.
23 Commitments and.contingencies
Particulars
a) Estimated amOunt of contrncts remainjng to be executed onc.'1pital account ,and not providt.-d for.
b) Pending litigation against Income Tax department underdisallowances of \'1lrious ex-penses.
c) Claims:1h'<linst the Company not acknowledged asdebts,d} ivfiscdlancous .
24 Expcnditl,rc in foreign currency
Particulars
Miscellaneous expenses
As at
31 Marcb 2017
14.43
124.11
393.86
50,97
As at
31 Marcb 2017
3.22
3.22
(f in Iakhs)
As at
31 March 2016
133.89
115.42
254.48
104.06
<! in lakhs)As at
31 March 2016
'1.521.52
25 Segment reporting
111cCompany is engagedin Ihe busincs!>of logisrics '5upporr which as per mnnagemcllt is considered to be fhe onl)' reportable businc$s ~C&1f'I1cnt.TheCompany is operating only in Indm and there is no other significant gcogrnphical segment.
,,\I,
II
I.
26
73OM LOGISTICS LIMITED
Summary of significant accou.ntillg policies and other C>lplanatory information for the year ended 31 Mareh 2017
Related party disclosures:
Infottnation required to he disclosed under AccountingSrandard 18 on "RdatedParty DisClosures"
Subsidiary companies
Om Telecom Logistics Pri""te Limitcil
Z K Engineering Private Limited
Z&H Enginccring& Tools PrivateI,.imited
Om Logistics Nepal PrivatcLimited
Key management personnel
1I'lr,Ajar Singhal,Managing Director
Entities controlled'bykey management personnel (Kl'vtP) (wncrctransac.t1onshave taken place)
Om Air Freight Limitcd
Omx Info 1IbnagementLimited
Excel SoftechPrivate Limited
Dial Softtech Private Limited
Om Auto Carriers
Om Trax PackagingSolutions .Limited
Om Trans Logistics Limited
Relative of key management personnel (where transactions havc taken place)
Mrs, Brij Bala Singhal
OM LOGISTICS .LIMITED
Summ:lry o(si,gnifiC21l1 accounting policies and other cxplanatol')' in(?nnation for the year endc:d 31 March 2017
•. I kl )hd .T(A) ronsachons unng t c y_ear ( ••. JU a ••S.No ParticuJars Subsidi:uies Key Ma.nagc:mcnt Personnel Enterprises over which KlVIP Relatives or Key Management Total
has significant innuc~ccor Personnelcontrol,
31 March 2017 31 March 2016 31 March 2017 31 March 2016 31 March 2017 31 MarCh 2016 31 March 2017 31 March 2016 31 Mnrch 2017 31 March 2016,,I Freight income ,
Om ~J'c1C(:oml.ogistics Prh':lfC Limited 988,37 1,387,42 . . ;, . . 988.37 1,387.42Om Logisttes Nepal Pri\"2fC "limited 24.63 40,90 . . . 24,63 40,90
Oml'rn~Packtlging Solutions J.imitcd 30.82 1'2.1.2 . 30,82 12.62Orro: Info M:umgcrncnt l.imitcd . 0.58 J 0,72 . 0,58 0,72
Om Tram: l.ogistics Umitcd . . 30.04 ,53,40 . 30.04 53.40
2 Wagon frcight paid
Om 1'clccom Log;Stics Pri''atc Limited 85.18 - . . 85,18;
3, Tmnsportation expense~
IOm T decom Logistics Prirntc I..imited - ..I - -
Om 1'"", P.ckaging Solution, Limi,ed .f
5.75 - 5,75
4 Renb) income
OmT c1r:com l.ogiStics Prrt~tcJ..i.mited 1.62 0..13 - t . - 'l.62 0,33"Om 1'"", PackagingSolution, Limited 3,94 , 3,99 - 3;94 3,99
Om Tram; l...ogistics Limited . - 135.74 rOO.67 - - '135:74 100.67Om" Info Management umitcd - - 73.12 71.02 - - 73.12 71.02
5 Irneresr paid.
Om Aura Carriets . - 0.65 . . O.tiSl)inl Sofncch Pn\.ue limited. - - 20.51 21.04 20.51 21.04llrii B.I. S;ngh.1 - - . ?OO . 220
I6 UllSt: rent paid
OmAutoC2Il'it:rs - 39.36 40.90 . 39.36 40.90
7 Rent paid
E.xcelSoftcch Pti\flte: Limited 42.26 63.60 - 42.26 83.60Om Air Freight l.imitcd . (.1.49 60.94 . 61.49 (,0.94
Om Auto Cnrriers 331.41 299.30 - - 331.41 299.30llrijlhht S;nghaJ . - - 0.64 0.64 0,(,4 O.M
- 8 S:\hu)' p:a.idy,I'J'IOIO
~Aja)' Singhal - - 237.00 198,00 237.00 198.00
~1f{UP<:}. ~'" :.s-'"~;, ,.s. .
~~FD~~CO/
___ .-l. _
OM LOGISTICS LIMITED
~umm.r)' of sigl1ificant accounting policics and other e~pl.a.natolY information for (he ycaTended 31March 20~7
(~in lakha)S.No Particulars Subsidiaries Key Management Personnel Enterprises over whicH KMP Relatives ofKcy 'Management Total
hassignificant influCJ:lcc Of Personnelconuol
31 March 2017 31 March 2016 31 March 2017 31 March 2016 31 Match 2017 31 March 2016 31 March 2017 31 March 2016 31 March 2017 31 March 2016
9 Loao repaid
Om Auto Carriers - 53.70 . . 53.70Dial Softtcch Prh"ate l.imited . . 14.50 30.50 . 14.50 30.50Iltij llaJ.Singh.1 . . . 47.63 . 47.63
10 Investments
Om l..ogistics NcpnJPri\Oltc l.imited . 0.63 . . . . . 0.63
(A) T ransacrions during .he year
(Il) Balances a•• he year end
_~.1
S.No Partieular$-- . - - ----Subsidiaries Key Management Personnel Enterprises o\'er whicl~ KM-P Relatives-of-Key Management --To.alhas significant innu(~ncc Or Personnel
control
31 Match 2011 31March 2016 31 March 2017 31 March 2016 31 March 2017 31 March 2016 31 March 2017 31March 2016 31 March 2017 31 March 2016
1 Trade receivablesi
Om Telecom Logistics Pri'\":1teLimited 209.80 543.23 . - . . 209.80 543.23Om LOg1stic~ Nepal Pn\':ltc Limited 23.34 3928 . . . 23,34 39.28Om Trnx P~ckagingSolutions Limired . . 10.19 16.34 10.19 16.34Onu Info Management l..imitcd . . 0.32 11.7(, 0.32 11.76Om T rnns Logisricsl..imitcd . . 29.85 ,.35m . 29.85 35.07
•2 Loan pay-ablc- ,
Om AUlo Carriers . . . • . . .Dial Sofltcch Pri,,~tCLimited . . . 178.25 174.29 . . 178.25 174.29Btij B:lI<l Singhai . . .
i3 Trade p.y.bles I
Om Auto C:trrictS . . 17.06 '13.76 . '17.06 13.76Excel Softcth Pri\"atc l.i.mited . . 4Q.43 1(,.3D 40.43 16.30Om Air Frcight Limited . . 0.59 26.32 0.59 26.32Om Tt;\.'( Packaging SolutionsLimited . . 0.02 . " 0.02Om Telecom l.ogistic!' Private Limited 2.15 4.17 . . 2.15 4.17
4 Salary payable
h,I\~O~_ •J\jay Singhal 173.69 100.48 173.69 100.48
~u(! ':'} t?'?.p ~
~ 0.~I/E;:D ACCQu'"
OM LDGISnCS LIMITED
Summary of significant accounting policies and other c:xplanator)" infonnaiion for the year cnded 31 Mnrch 2017 iI
dha nnces 3t ( eyear en
S.No Pntticu]ars Subsidiaries Key Manngement Personnel Enl,:cprises over which' KMP 'Rcbtivcs of Key Management Total
has f'ignificant influence or Pcrsonnc'l
control
31 March 2017 31 March 2016 31 March 2017 31 March 2016 31 Match 2017 31 March;2016: 31 March 2017 31 MatCh 2016 31 March 2017 31 Match 2016
5 Security deposit rnya.ble ,Om., Info M,n:>gtment _Limited . . .' 15.39 15.39 . . 15.39 15.39
Om l'nns Logistics limited . . . 6.12 6.72, 6.72 (•.12.I6 Investments
Om Tdr:com Logistb 'Prl''3tC: i~mitcd 3,642.69 3,(,42.69 . 3,M2.69 3,642.69
Z.K.Enginccnng 'Pn\"'2tc Urriitcd 187':1I '187.31 . . 187.31 187.31
Z & H Enginctring &-T""t. (P) Limi,ed 149.03 149.03.. ! 149.03 -149.03. . . .
Om LogisticsNop:" pm"t< 'Limited 0.63 0.63 .". . 0.63 0.63
(B)B I
I
~ .
OM LO.<:;ISTICS LIMITED
Summary of significant accountingpolicics and eithcr cxplanalory information (or the ycar ended 31March 2017
27 Lease disclosures 77In caseQ(assets tnken On h:a;';G
'nlC Compnn)' hm~taken office prcmi:-cs, rCl'idt.'f1ti:d accommodation for some of its cmplo)'ccs, vchicles and warehouses under operating leases. These leases
acc gcncmU)' for a period of one year nod renewable at the mutual consent ()f both Ic~or and lessee. 'Ibcrc nrc no escalation clauses and restrictions imposed
b)' lessor in the leaseagreements.
The minimum .Iease.payments for the initial lease tenn arc as under:Description
Payable within 1 )'carPayablebe,weenl-5 year.;Payableaf,er 5 year.;
L.c:u::cpayment made for the year 'recognized in the Statement Profit and Loss
Ycarcnded31March 2017
38.719.50
2,126.43
(! in lakhs)Year ended
31Mareh 201!,
31.2414.94
1,925.25
In case of as~ctggiven on Ica.se
-ll,e Company has leasedout warebousesunder opcmting lenses.'!lle lensetenn is genemlly for n period of one l'cor and renewableat the mutu.1 eonsen' of
both lhe p.rties. 'Ibere is no esc•.llanon dause in the leaseagreements.'l1'Cfe arc nn restrictions imposed by the leaseagreements.During the year, the renUlI
income of of ~ 1,601.21lakhs (previous yenr ~ l,255A21akbs) hasbeen recognisedin the statcmt-nt of profit and loss.
28 In accnrdancewitb lhe provisions of ,;ocrionl35 of the Act, the Board nf Directo", of the Company had eonstituted a Corpomte SocialResponsibility (CSR)
COInmiHcc. In terms, wilh the pto\'ision~ of tlte s3id Act, the Campau)' was to spend n sum of '( 115.7.21akh~towards CSR -activities during lhe yenr cnded 31t\hrch 2017. The C5R Committee ha5 been examining and evaluating suitable proposals for dcplo)'mcnt of funds towards CSR initiatives, howc\'cr, thecommittee CXPCCli' finalb~ari()nof such profJo$als in due COurse. During the period ended 31 March 2017, Camp:,")' has cOntribuTed the rollo\\~ng ~\Ims
townrds CSR initiativcs.
(! in lakhs)For the year ended 31March 2016 In eash Yettn he Total
paid in cash(I) Construction/ :acquisition of nny asset(u) On purposesother than (i) above 85.53 85.53
For the year ended 31March 2017 In cash Yet to be Totalpaid in cash
(1) Con:;tl"llclion/ acqui5irion of nn)' n~::;ct(u) On purposesother than (i) .bo\'c 1'16.25 116.25
'",29 Demilsof SpecifiedBank Noles (SBN) held and tmnsactedduring the period from 8 November 2016 to 30 December 2016, required aspcr ,he uUlifiClrion
no G.S.IL 308(E) d.ted 30 Mardl 2017 issuedby Ministry of Corporale Affairs:.
Particulars
Closing c."h in handason 8 November 2016
(+) PC'tlllilled recciplS
(-) Permillcd payments
(-) Amount depositedin B.nks
Closing cashin h.nd a.<on 30 December 2016
Place: New Dclhi
Date: 16September2017
(! in lak!ls)
SBN.Other
Total""denomination
200 346.23 348.23
1,352.74 1,352.74
1,564.22 1,564.22
2.00 2.00
134.75 134.75
For and on behalf eif board of direeto", of
~ Om .Logistics .Limited
\ fflW( JvV' .A.. v' /?Arun Sharma
Director
-----
"
OM LOlilS'llCS LIM!lW ' Ann.c,' tJ./f<-c., f-:'" "';'ii;a;,f_________________________________ ,_.,__.t_!_.:~.v78Provisional 8alun<:cSheet as at Note:; 31 October 2017 31 March 2017-
(5' in lakhs) (~ in lakhs.l
Total
Cun'Cnl liabilitico
ShorHcrm borrowings
Trade l'~yable5:
. total uutstanding due of mtrro cntcrpl'isei amI small C:IItD'Pris<5 9
. total outstanding due of creditors other than Olicm cntcrpri!cs andsmall mterpri.liC$
Other current liabilities 10
Short.tcnn provL••ions
EQUJTY AND L1A8ILl'n~
Shareholder>' IiJnds
Shure r.apital
H.CSCrvl:S Md .Io'Ul'J'Ilu'i
Non.current liabilities
Long-term borrowings
Dcfcmxl tax Iiubitilit$ (nct)
Long.l~1lTl provisions
Nun current li"billti,:.'i
5
•7
8
2,005.95 2,005.9536,423.69 31,471.96
38,429.85 34,477.91
2,729.73 2,D09.16
180.33 93.33
70o.a8 706.04
193.82 191.38
3,884.56 --~
10,824.34 ~O,552.39
0.16 0.12
2,652.30 2,616.13
8,970.09 4,552.09
743.84 710.34
21,190.72 18,431.07
63,504.92 56,807.89
ASS~"S
" 19,065.78 '9,755.46
7,39 9,39
821,78 331,30
'2 3,979.66 3,979.66
'3 846.96 313.27
'6 55,50 54A9
24,777.09 24,443.57
14 27,834.72 24,991.97
15 , ,574.89 1,236.20
'3 2,010,42 1,131,46
I. 7,307,'9 5,004.69
38,727.83 32,364.32
63,504.92 56,807.89TotaJ
Non<unlTll assets
Property, plant and equipment
Jntangible a5SetS
Capital work-in-progress
Non.cum:nt investments
Long-term loans and advances
Other nun-eurrent <ISSClS
CUlTCntm.~"
Trade receivables
Ca.-.hand bank balances
Short-tl'flTl loan.<;aOOadvance::;
Other current ~1:8
•
Notes 1 to 24 Corman integral part of these finan<:iaIstatements
• Plate: New Delhi
Date: December12, 2017
Por and on behalf of
Managi 9 Director;'Ajay Sing~al
Managing J.>ircctor
DIN No. 00054339
, OM LOGISTICSUMITED . jti~' 79. ~"".~. "~~
Provisional Statement of Profit and Loss for31 October 2017 31 March 2017
the year endedNotes (if in lakhsl ("l' in lakhsl
RevenueRevenue from operations 64,687.05 101,652.85
Other income 17 33.55 420.28
Total revenue 64,620.60 =- 102.073.13m
Expenses
Cost of 5elVices 18 47,045.43 74,536.20
Employeebenefit expenses 19 6,726.80 10,515.30
Financecosts 20 695.85 1,635.21
Depreciation and amortisation expenses905.80 1,556.11
11
Other expenses 21 3,411.54 5,930.84
Total expenses 58,785.42 94,183.66
Profit before tax 5,835.18 7,889.47Tax.expenseCurrent tax 2,020.00 3,000.00
Prior years (223.55) 178.16Deferred tax 87.00 (397.05)• Total tax expenses 1,883.45 2,781.11
Profit after tax 3,951.73 5,108.36
Notes 1 to 24 form an integral part of these fmancial statements
•Place: New Delhi
Date: December12, 2017
1',,,,., '.' \l:
_ For and on f Uf.boilrd of d7~Iof
t-ar OM LOG.I .' I. $ /"l?Iii.Logisti~' ed
" -i~AjaySinghal
MaJ'!aglng Director
DIN No. 00054339
80OM LOGISTICS LIMITEDSummary of stgniflcAnt accounting policies and other cl:planatory Infomlation fur the year ended 31 October 201'
I. GmtuityGrahJity Is a post employment benefit and Is in the nature of a definc!d benefit plan. The liability rec(,gnizcd in the balance sheet inrespect of gratuity is the present value of the defined benefit obligation lit the bahmce sheet date less lilc fair value of plan assets (ifany), together with adjustments for unrecognized actuarial gains or losses and Pllst service com. Thl'! defined bcnefi't obligation is
detennined by actuarial valuation 85 on the balancesh!~etdate. using the projected unit credit method.
Actuarial gains and loSl;cs urising from experience adjustme~ts and changes in actuarial alO.\l1mptions arc charged or credited to the
Statemenr of Profit and Loss in me year in which ~uch gains or lo'ssesarise.
it. Compensated absencesAnnual leaves arc accrued in the year in which the associated services arc rcndered by employees of the Company. The un-availedleaves are e~cashed and are not allowed to 'be carried forwnrd to next financial year bondtherefure, arc considered as a short termbenefit and are recognized on the basis of undiscounred valUe of amount required to be paid ro the emplflyem:.
iii. Provident fund
The Company make!i contribution to statutory provident fund in accordance with Employees. Provident Fund ~md Miscellaneous
Provisions Al.:t, 1952. Th~ phm is a: definl~d lXIntri'='IJlion plan nnd c('ntJib"ldon paid LI,r puyatJh! is fI..t;"gn!lcd as an ';xpensc In the
period in which services are rendered by the employee.
iv. Other shUlt t(:rm henetiC"Expense in respect of other short term benefit is recognized on the basis of amounl p.lid or payablt. fur the period during which
services nrc rendered bv the employee.
•
•
G. TaxationTax expense comprises current taxes and deferred [;iXes.Provision for current taxation is ascertained on the basis .of I,he assessableprofies computed in accord;m~'i~with the provisions of the
Income Tax Act, 1961.
Deferred income taxes reflect the impact of current Yl:.lr timing differences between tax;lblc income/.ioiscs 111111atcmmting income for
the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tiX r(lt(:s and the 13x law!>ena.cted orsubstantively enacted at the balance sheet elate. Defcn-ed tax U!>''<ictsan: recogni!>cdonly to the extent dl~t there is rC;I!lonahle certainty
that sufficient rurure taxable income will be available lIgain!>twhich su(;h dcf(:rrc<! tax assetscan be re81i?~d.
H. Operating lease
i. where the Company is tile lesseeLeases whcre the lessor effectively retains substantially all tbe risks ami benefits of ownership uf thE" leased asset arc classified asoperating leases. Operating lease charges a(f~ recognized as an expense in thc Statement of profit and l.\)s,<;on a straight.1ine basis over
the lease term. .
u. Where the Company Is U1C lessorAs.o;et<;owned by the Company subject to operating leasc::sarc included in property, plant and equipmc:nt. tease incom(: i~recognisedIn the Statement of Profit and loss on a stralght.line basis over the lease term. Costs, including d(~r.rcd~tion arc recognised as anexpense in the Statement of Profit and L05:;. Initj;]l direct co~ts such as legal costs. bro1l.eragecosts, ctc: <tre re~ognis<~dimmediately in
the Statement of Profit- and Loss.
1. Earnings per shareBasic earning per share is calculated by dividing the net profit or 105.0; for the period attributable t(l <;quity shareholders. by ttl(:
weighted av~rage number of equity shares outo;tanding during the period.
For "the purpose of calculating diluted earnings per share. the net profit or loss .for the pcriod attribut2ble to equity shareholders aridthe weighted average number of shares out'itanding during the period arc adjusted for the effects of all uilutivc potential eqU:ityshares.
J. Impairment of assetsThe Company assessesat each balance sheet date whether there is any indication 'that an asset may be l:tlpaircd. If any such indication
exists, the Company estimates the recoverable amount of thc asset. If such recovcmble amount of the tt!\'!Octor the recoverable amountof the cash generating unit to which the asset bell)ng~ is less than ito: carrying amount, the carrying .amount i~ reduced to itsrecoverable amount. Thc reduction is treatl:d as an impairmc:nt ioss and is recognized in the Statement of J'rofit and LoSS. if at thebalance sheet date there is an indication that a pn~vlously assessed impairment loss no longer exist'>. the rc(;tlverable amount isreassessedand the asset is reflected at the recovernblc amount tl1J.bjectto a maximum of depreciated histGrical cost.
K. Provisions and contingent liabilitiesThe Company creates a provision when there Is a pn:sent obligation as a result of a po.st event that plObably fCQuires an outflow ofrt:suurce~ anc.l a rdiabh: estimate: can be lJladt~ uf the amuunt of the ubliglltiou. A c.lisclosure fOT a t.:ulltingl:ut liability is. malle whenthere Is a possible oblibration or a prescnt ohligatiun that may. but probably will notl require an. outflow of resources. Where there is a~?s~lble obHgati?n or a preSt:nt obligation in respect of which the likelihood of outflow of rt..'SOurcesIs remore, no provision or
L. Borrowing CostBorrowing costs which are directly attributable to acquisition, construction or production of a qualifying ll.'iSetare capitalised as the partof the cost of that asset when It is probable that they will result future economic benefits to the company and. the costs can be
measured reliably ..
This sp:1ce has becn intenlio1J:J//X lcft blank
~or O~LOGlSTl~ TD.\\~
Managing O.ileCtOr .
OM LOGISTICS L1MITWSummary of !'>ignificantal't:ountinf',: policies and oth,~r t~lCplanatc>ryinfonnation ror the year ended 31 October 2017
81
3 Share capilal
ParticularsAs rn
31 Ol.'tObP.r 2017
Number (~in lakho,;)
AS at31 March 201'NUlflbt:r of i:1 lakhs)
•
AuthOliscd sha~ capitalEquity shilJ"CS of ~ 10 eachPreference shares of!t;: 100 each
L~S\led,subscribed and fully p.lid upEquity sharesof ~ 10 eachPreferenceshares of ~ 100 each
7,000,0005.000,00012,aoo,ooo
4,971,401
1,508,809-.;41l~
700.00
5,000.005,700.00
497.14 ,
1,50a.812.005.95
7,000,000
5,000,00012,000,000
4,97',4011,508,8096,480.<216
700.00
~.OOO.OO5,700.00
497.14
~,508.812,h05.05
•
alThcre is no movement in the equity share capital and preference sharecapirnl dUling the current year and ;:lfcviousyear.
b)Sha.reholdersholding more than 5% of shares. j) 1!.quityshare•• Number % Number %
Equity share')uf ':( 10 ead}Ajay Singhal 1,153,200 23% 1,163,200 23%
Om Air Freight Limited 965,000 19% 965,000 19%
Brij Bata Singhal 820,100 16% 820,100 10"
Ranjan<J Singhal 610,100 10% 610,100 10%
Rilghav Sin~hal 1,001,200 20% 0%
Shruti Singhal 0% 1,001,200 20%
11,449,600 BB% 4,449,600 BB"
m Preferenceshares Number % Number %
Prerere'nceshares of!( 100 eachNewqucst Asia Investmenl'; Limited 0% 1,508,809 100%
YugpacJPac1<agingsPvt. Ld. ',508,809 100% 0.%1,508,S09 100% 1,608,804 100%
cl Description of the rights, preferences and restrictions 31:tachedto each c1a.'iS of shares(i) Equity SharesilAlI the existing equity sharesrank pari paNSlI to all respect including but Ollt limited to entidcment for dividend,
bonus i~uc and ri~ht issue.Ii)1n the event of liqUIdation of the Company, the dh1Jihurion will be in proportion to the number of equity sharesheld by the shl:l.reholl1crs.
Iil:The C'.ompanyhus neither issuedany bonus shure:>nor there has been <lny buy back of sha~csin the currenf YC<.lrand Drecedjn~ five )lears.
(ii) Preference- SharesCompulsorily Convertible Cumulative PreferenceShar'e$(ecc!>s)i)The C.ompulsotily Convertible Cumulative Prcfercnt.'CShares(CCCPS), will convert at •• disrount to lPO valuation asmay be anived in tenns of the amended shareholdcl'5agreement
mThc ti8h~, preferencesand restrictions of the prcfcren(:c shareholdersare governedby the tcnns of their is;uc, andthe provisions of the C?!l1paniesAct HHi6.
., ....
OM LOOISTICS LIMITED ~~}1'-Summary of siunificHnt accounting policies Hnd other c):planarory infomlatinn for thl: YCilf cnded 31 O<'tillwr 2017 ' 82A. Background and nature of openltionsOm Logistics Limited !the HCompany~.) was Incorporated in October 1099. The Company provides Lvgistics Support and Solutions,including transportation, warehousing and logi~icl' support to Indian and Multinational l:Ompanics in lndia. The Company is a multi.model logistics company with single window integrated logistics services for all the clements of the t'Oupply chain management. TheCompany owns a dedicated fleet of vehicles for local distribuljon, in addition to the logistics mix nf rail and road. The Company alsoprovides transport of cargo by aJr.B. Basisof preparationThe financial statements have been prepared to comply with the accounting principles generally at'C':pted in India, including the
2 Significant accounting policies:
A. Use of estimatesIn prep31ing the Company's financial statements in confonnit}' with the accounting principles generally a.:cepted in India, managementis required to make estimates and assumptions th.a affect the reported amount:; of asseu and Liabilitic!" r,nd the disclo:mrc of contingentliabilities at the date of the financial statements and reported amounts of revenues anu expe~ses during the reporting period. Actualresults could differ from those estimates. Any revision to accounting estimates is recognized prm;peetively in the current and futureperiods. . . .
•
•
B. Tangibles and intangiblesTangiblesProperty, plant and equipment is stated at cost less accumulated depn:ciation and impairment 10SSf~!i (if any). Cost comprises the
purchase price and any cosle;of bringing the asset to it,'l;working condition for ite; intended usc. When an asset is scrupped or otherwisedisposed off, the cost and related accumulated depredation arc removed from the bouks of account :lnd resultill1t profit or loss, (ifany), is reflected in the Statement of Profit and Loss. Project under commissioning an<.l other a.o;sctsunder erection, installation areshown under capital work in progress and (Ire carried at cost, comprising direct cost, rclate,d incidental (~'\pcnsesand capital advances.
IntangiblesComputer software, which is not an intr.gr:al paft of the related hardware, is stated at the cost of acquisition leNS accumulated
amortisation and impairment loss, (if any).
C. Depreciation and amortisationDcpreciation on property, plant and equipment bas been provided as per guic1ance set out in Schedule 11of the Act on straight Hne
method.
Leasehold improvements are depreciated over the lease period or life of the assets.whicb ever is Ic.lo..••.
D. Jnve:ltment.'iInvestments rhat arc rC<ldily re;llizable and intended to be held for not more than a year are classified a:. currt!nt investment ••. All other
investments are da~ificd 8:i loug-rerrn invcslment:;. Current investments arc carried at luwer of cost <Ind.fair vnlue determined on anindlvidtwl investment basis. Long.term iovt:stntent); tire cmrled itl cost. However, pruvision for diminution in v:.llue is m"de to recognise
a dedinc, other than tempontry, in the value of the investment ••.
E. Revenue recognition and related expcnl1irureRevenue is recognized whetl the Company h.iS fulfilterl it••cO~ltr<lctualobligations 10 a customer and hm, obtained the right to receiveconsideration, typically when services arc rendered or the work is completed in .accordance with con:racnJal terms with a customer.Revenue is recognized when the amounts I>f revenue lIrc mensured reliably. it is probable thaI the economic benefits. associated withthe tramllction will. flow to the Company. and the cm:ts to be: incurred in respect of the transaction can be measurer.! reliably. Freightbilledl received in advtlnce, is accounted for as income consi.dering the size of operations, nature and Nmplcxities of the Company'sbusiness. Where the Company hae;provided the services but pending billing to customen;, an accrual fn~ the same is made as unbilledfreight e:osts repre!t"Cntcosts of obtaining transportation services from other direct carriers and are accounted for in accordance with
contracrual tenns with the service provider typically at the time of obtaining the services.
F. Employee benefitsExpenses and liabilitie:s in respect of e:mpl('lyep.hp.nefits ilre rer.ordcrl in <lcr.onhince with Acr.ounting StMdard Hi. Employee BenefitJ;
(Revised 20010 "Revised AS 157J•
~
GlSTICS LIp,~ot 0 L r:yJJ
\\~Mall.aiDa Dl(ecV)'
OM lOGISTICS UMllliJ.)
Summnry of signifitant accounting p:>Udcs;.mu other explanatory infurmation for the year ended 31 Octo~,r 20.1;
4 Reserveslind wrplus
Partil.ulan>
Capital redemptionreserve
Surplus In the t.tatcment of profit and 10!0.'S
Balance at the beginning of the yearAdd: Tran"fclTCd from statement of profit Hnd l(l~
Less : Utilised for premium on redemption of sharesLe5S : Transfer to cllpjtal redemption reserveBalance at tne end of the year
Borrowings
Particulars
A<; at31 Ot:lulx.:r 2017
2,491.19
29.980.773,951.13
33.932.51
36,42169
Mat31 October 2017
.Long tenn Short term
1",,"i'f~~,~AS at
3' loU"" 2017
2.491.19
24,872.415,108.36
29,960.71
32.471.96
AS at31 March 2017
Loog t~rm Short term
83
•
SecuredTerm loans
-from banksCash credit facility-from banks
l..c.•~: Current 1'Ilaturities of long tenn debts
Un:llC<'1.lrcdFrom related p.1rties
6 Deferred taxesPartl<.'Utars
4.~97.16
4,397.16(1,667.43)2,729.73
-- 2,729.73
10,646.09
.10.646.09
10,646.09
118.25
178.2510,824.34
A••at31 October 2017
4,M7.93
4.6li7.93(1,70R.77)
2,%9.16
2,909.16
10,374.14
10,374.14
10,374.14
178.25
-11'8.'2510.552.39
As at31 March 2017
Deferred tax liabilities ansinl: on account of.Diffurence in written down value between the buoksand the block of il~ts under the Income Tax Act1961
Deferred tux aRts arising on account ci:.Provis;on for rod and doubtful debtsProvision for bad and doubtful advances I depa,itsProvision for employee benefits
Net deferred tax liabilities
1,467.23
1,467.23
767.0445.41
474.45
1,286.90
180.;)3
1,281.55
1,281.55
642.7945.41
500.021.188.22
------gj3J
•for OMLOGIS~ LTD.. ()v~" \ .•.~
Managing fer.to'
(1-.
OM I.OGI5"nCS UMfl'EDSummary eX signifiamt Cl:Cl'OlJntingpolicies and other explanatory infurtmtion fur the year ended 31 Octotcr 2011. "
ProviJiions
841\'5 at
31 October 2017Luna term Short t~nn
f\ii at3\ Man:h 2011
Lung lcl''m Short term
•
.'\\
Partic:u Lan;
--r:rrov1l'l10ns fur employee ocneHL~Qxnpcnsatcdabscn~Gratuity
Provision (or tax (net of advances)
Non wrreot liabilitiespank:ulan;
Security depo.o;its
9 Trade payablesParticulars
Dues to aUO'O, small and medium enterprises asdefined under me Micro, 5mnll B"nd MediumEnterprises Development Aa <MSMED), 2006 to theextent identified and information available with theCompany pun::uant to section 22 of the Micro, Smalland Medium £nterprises Development Act CMSME.o).2006, details are mentioned below:
10 Other current JiabilitfoPamculars
Current maturities of long tcon debtInterest 8CO'Uedbut not due on borrowingsStatutory duesOther payables:Oeditors for capital goodsfunployec related payablesOther.'>
12 Non current inve::.tmentsPanl<.'Ulars
Trade - In robsidiill)' companiesUnquoted, fully paid.up( (valued at cost unlc..">5 ~1:nedutherwisc)"',500 <Pl'cviou:; year: 117,500)equity shan:s of OmTcle<.vm 1...uKi:ltic; Private Umilcu of ~ 10 l'iH.i,
(100'l.)
30,500 <.P1'Cviousyear: 30,500) equity ,;hares of Z.K.Engineering Private limited of ~ '10 each <100%)
41,800 (Previous year: 41,800) equity shnres of:l.&HEngineering & Tools Private Umited of !it 10 eudl(1~)
1,000 <Previous year: ni/) equity share,<;of OmLogIstics Nepal PriV"dte Umitcd of ~ 100 each 1100'1(,,)
Aggregate value of unquoted investment.o;
780.68 .
780.68
80.00
260.23
403.61
743.804
AS at31October 2017
193.82193.82
AS at31 Octubcr 2017
0.15
o.Hi'
AS at31 October 2017
1,667.43
12.36
948.16
48.72
1,340.95
2,952.47
6,910.09
AS at31 OCtober 2017
3,642.69
187.31
149.03
0.63
3,!179.66
3,979.6$
7OS.04
108.91
208.87
392.56710.34
AS at31 Mart:h 2017
191.36191.38
AS at31 March 2017
0.12
AS at31 Maldt 2017
1,788.7727.67215.04
65.701.367.02'.087.894;5S2.b9
kat31 March 2017
3,642.69
187.31
149.03
0.63
---~- 3,979.66
Far OM lOG~CS LTD. .•••• AA O'V\ ,...,........
Managing Director
( ' , ;'.-
OM LOGISTICSLIMITIIDSummary o( significant accounting pl~ides and other aplanato9' information for the year ended 31 October 2017
11 Tangible and intangible assets('f in I",khs)
I~Land Land Buildings Road Office Computer and Furniture Leasehold Vehicles Total Intangible Total
CDfreehold leasehold equipment equipment and fixtures improveme tangjble assets
.~nts assets
Co:;t
A~ 1. April :lOiS 6,4..'10.03 1,J'50.1)8 10.17lj.(;:,:! ~O9.5'- 1.0iJU.48 S57.Jl 2a1.0~ '.G~5.Hi 6.340.4Ei .2C:,768.8!3
Additions during the year 379.84 149.02 173.64 33.79 548.65 376.08 1,661.02 10.22 10.22
Di:5posalsduring !tie year 66.51 54.76 398.50 519.77
At 31 Mardi 2017. 4,450.03 1,750.08 10,558.67 109.52 1,168.99 616.19 314.79 1,563.80 6,318.03 26,910.10 10.22 10.22
Additions during the year 6}.32 JU.;g 8.48 i48.14 24b.33
Disposals during the year 0.07 232.72 232.79
At 310ctober 2017 4,450.03 1,750.08 10,558.61 109.52 1,226.24 706.98 323.27 1,563.80 6~34.05 26,922.64 10.22 10.22
DepreciationAt 1 April 2016 1,162.49 2.99 531.27 278.19 156.33 345.38 3,578.64 6,055.29
Charge for the year 355.54 10.95 139.38 128.61 30.91 128.69 711.20 1,565.28 0.83 0.83
Disposals 45.57 46.76 373.60 465.93
Al31 Mardl 2017 l,518.0J 13.94 filS.OB 360.04 187.24 474.07 3,976.24 7,154.64 0.83 0.83
Charge for the year 203.66 6.42 73.Y7 94.68 \7.21 , '9.29 399.68 903.80 2.00 2.dO
Disposals 0.07 201.51 201.58
(~tAt 310ct0ber 2017 1,721.69 20.36 698.98 444.72 204.45 593.35 4,173.31 7,856.86 2.83 2.83
Net blockAt31 March 2017. 4,450.03 1,750.08 9,040.64 95.58 543.91 316.15 121.55 1,089.73 2,341.79 19,755.46 9.39 9.39
At 31 October 2017 4,450.03 1,150.08 8,836.9S 89.16 52/.26 262.26 118.82 9)0.45 .2,060./4 19,065./S I.jg '.39::).
-0U
For OM LOG1S_S L' J. ~
\ \! ,"""""'"Managi Dill-ceO!
•
OM LOGISnCS UMITllO
Sununary of lOignlficnnt ac:countiog potidcf: and other explanatory infotmadon for the year ended 31Od:obc~ 20;;
13 WaRSand advances 86Particular.;
Capital advances• Unsecured.consideredgood
As .t31 October20"
Non OJrrcnt OJrrent
125.49
As at
~1 March 2017
Nnn Qment OJrrent
•
Security deposits. Unsecured I constdered good
Oth(:r loans lind advances• Unserored. considered good• Doubtful lothorlll
LcS'i : AUowdnces for bad and doubtful advam:cs
14 Trade r'Cl"CivablcsjiartlC:uiars
Out:!l1unding fur n period exceeding I'i" months ("XUthc date they an.: duc fur paymentUnst'OJrcd l'Onsidcrt'd goodDoubtful
Less : Allowdnccs (or bad and doubtful debts
Other debts:Unsecured considered goud
15 ea...., and b..,nkoolance.'iParticular.;
Cash and cash equivalents
Cashon handO1equcs. drnft.o; on hand
Balance.o;whh banks:'.in current accouno;
Other bank balance:"Balances with bank held as:Pixcd dCfIO\it.••held 8.<;margin money with nrigin ••lmaturity of less than 3 months
121.49
846.99
354.64
1,655.78
131.20
',786.98
131.201,655.78
2,010.42
AS III
31 Ot.tob:r 2017
3,703.90
2.216.35
5.'J20.2!i2,216.35
3,703.90
24,'30.82
27,m'2
As .t31 October 2017
150.85
l,'92.S7
1,343.41
231.411
231.48
1.G7a.89
06.0' 357."
774.29
131.20
~5.49
131.20-7'i4.29
1,131.46
AS at31 March 2017
2,9aJ.61
1.857.35
4,840.961,857.35
---2:9'83.6l
22.008.36----;~
As at31 March 2017
190.48
120.85
839.39
" '50.72
85.48
85.48
1.236:20
- X<;at3' March 2017
16 OtheraRt<;
Partkulm
Unmllel1 ~ycnucFixcd deposits held as margin moneyAccrued inter"C!>'!: on Jixed deposit
Ar; at
31 October 2017
o.lrT~nt 'Non..cummt
7,132.00
132.50
43.29
55.25
0.25
Oment
4.661.61
280.02
43.00
NI)f)..cunent
54.25
0.24
7,307.7~ 55.50 54.49
Far OM LOG\~S L'U. rpJ\,~
. Managing ircctor
..",..&"Cf::,-. i 1:'\ •..;,' " ...",'
t., -
~
... "
Yi~).~\."".'.:'!,/
.;' - -
-- .•._._•..•...••.•...'.' --'-.-, .._._-- .._-._-- ..__ _..-..-..-.'--' "'-"'.'--,-:0"
OM LOCtmQ; UMlI1lDS\l1I1muy of sgrufiamt 8tmWlUng pol1des"and other oplanatory Infonmtkr'l for the year c:n4ed31 Ol:tdrr 2017
17 'Other Inc:omc tal:; 87pantCUJal'll Ai at Xu,31 O:1ober 2011 ::11March- 2011' ~ '.f ,-~<I
Inten:s!. lnW1'le Mil 27.75Other lname 78.6G 377,46~mIIt m toll<! c! ptq:ll:rty, ptant and equlprrcnt locO 2.78 15.08
3US 429.3'
" Call of serv!ce:
AS at Ai atPnrliculan 31 Octnbcr 2017 31 Match 2011
Frt:lghl cxpcn~ 41,498,70 63,&:1&,36TJ!n...Cl CJIrtngt Md labwr apr:!l1SIeS 1,164.14 2,123.81Fleet trip expen~s 3,0)/1.59 tl.911,QPl'C1dng expcmr:s 217.35 337.88Texc:s lind du.ties ..•." ',562.09Other exp:nsa.:s 43.82. 64.47
d164.U. ia,g:Ui026
,. ~1Of{fT'llbcuclh ~nse AS at' Aut31 O::t~r 2017 31 Mardi 2011
S•.uMies, wages and bonus 6.241.37 9,ni.18Callributlon -to (XOVidenl and other defined 3JZ83 •••• 43oonttibulion fundsSt,ff wc:](art: cx~nses 182.60 23V.71
6.72ti.80 10,5'&.30
.20 FilllSncecmtIpl\itJculiri Aut Xi at
31 OctolJcr 2017 31 Man::h 2017
lnte~ expensr.sm:..term lean 19V.19 ri37.11
Others •••••• 1,098.10...~, 1.635.21
21 ~~;r~ Aut Aiet31 O:tobet 2011 31 Man:h 2017
Rent ',130.16 2,'39.18Elearl<:ity and water "8.6,, 434."Insurnncc 121.3tl 127.32
Legal and proftsSlon81 83.93 59.47Rates end taxes 13.87 28.62Repair end rmlntenana:
• billding . 147.61 264.37
• «her 52.18 12.23Printing and .Utkmety ".21 167.34Advertisement 85.23 ,•..•Auditl:n' rttl1\1:\eI'l!Um:
• Statutory a\ldlt 0.00 18.00Cornp.atere:xpel'lSC'S ••••• 212.02Contriootion towanU Catxx'ate social respCIlsibllilY 111.00 116.25Donation 2.43 11.Pmvisial (oc doubtful debts . 359.00 609.35ProvIsIoo 'IX' doubtful advances 0.00 &3.09Stturlty opense, ltm:OH 370.55'fcleJilonc expenses .~.. 220."Ttlvcnlng and convtyana: 21'.07 387.67MiSttllllneouJ up:nses 337.88 571,13
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22 TheP: finan'ciah-have been ~paftd based 00 beg possibleesUmatet 8VllItable on Ihc date of finandttl~ .. 23 Th~~ finnndllis hnve been' made sp::cifiC'Jlly fer the p.lrpMes d 1<tIowlng'the finandal stete d affairs d (he O:mpany Q"I the
"Oppaintcd date".
\14 Prt:vious )'rJlr llmount have: been tegro.lpedl reclassified v.tU:~Yl:r a:mshiered rlectt;8ty to make them comp:ll'l!ble with those of
!.he (1JlTt:nt yea!.
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,~~~.r,-,of_'~ ofFor OM LO S IOO-l~'~,
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Managin D~w. OINNo.ooouno
88Before the National Company Law Tribunal, Principal Bench at New Delhi
Company Application No. CA(CAA)27(PB)/2018
In the matter of the CompaniesAct, 2013And
In the matter of sections230 -232 and other applicable provisions of the Companies Act, 2013readwith the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
AndIn the matter of Schemeof Amalgamation
betweenYugpad Packagings Private Limited
(Transferor Company/ Applicant Company-I)And
Om Logistics Limited(Transferee Company/ Applicant Company-II)
Proxy Form[Pursuant to Section 105(6) of the CompaniesAct, 2013 and Rule 19(3) of theCompanies
(Managementand Administration) Rules, 2014]
Name of the SecuredCreditor(s):
Registeredaddress:
E-mail Id: _
1/ We, being the SecuredCreditor(s) of Om Logistics Limited, hereby appointI. Name: E-mail Id: _
Address: _
Signature: _
or failing him2. Name: E-mail Id: _
Address: _
Signature : _
or failing him
3. Name: E-mail Id:--------------- ------------Address:
'.J
-------------~Signature: _
as my/our proxy to attend and vote either for or against resolution for me/us and on my/our
behalf at the meeting of securedcreditor of the Company to be held on Saturday, May 19,2018at Mustil No.6, Kapashera Najafgarh Road, Village Rewla Khanpur, Najafgarh, NewDelhi-l10043 at 12:00 p.m. and at any adjournment thereof in respectof such resolutions asare
indicated below:
Resolution ResolutionNo.1. Schemeof Amalgamation betweenYugpad PackagingsPrivate Limited and
Om Logistics Limited and their respective shareholdersand creditors andauthorization to the Board of Directors of Om Logistics Limited to do allacts, deeds,matters and things necessaryto give effect to the Scheme
Signedthis day of... 2018.
Signatureof SecuredCreditor(s)
Affix Re. 1
RevenueStamp
Signatureof first proxy holder Signatureof secondproxy holder Signature of third proxy
holder
Note:1. This form of proxy in order to be effective should be duly completed and deposited at the
registered office of the Company, not less than 48 hours before the commencement of the
meeting.2. Authorized Representative representing a body corporate must also submit Board
Resolution/Power of Attorney/Authority Letter from the body corporate authorizing him to
attend the meeting/execute the proxy form, not less than 48 (forty eight) hours before the
time of holding the meeting.3. The form of proxy duly completed should, however, be deposited at the registered office of
the TransfereeCompany not lessthan 48 (forty eight) hours before the commencementof the
meeting. Also, a personwho is aminor cannotbe appointed asa proxy.
4. No personshall be appointed asproxy who is aminor.
5. Pleaseaffix revenue stampofRe. 1.6. The proxy of a member blind or incapable of writing may be accepted if such member has
attached his signature or mark thereto in the presence of a witness who shall add to his
signature his description and address. Provided that all insertion in the proxy are in the
handwriting of the witness and such witness shall have certified at the foot of the proxy that
all such insertions have beenmade by him at the request and in the presenceof the member
before he attachedhis signatureor mark.7. The proxy of a member who does not know English may be accepted provided that .all
insertion in the proxy are in the handwriting of the witness and such witness shall have
certified at the foot of the proxy that all such insertions havebeenmadeby him at the request
and in the presenceof the member before he attachedhis signature or mark and the witness
certifies that it was explained to the member in the language known to him, and gives the
membersname in English below the signature.
8. Holder of this form may vote in favor or against the resolution.
91ATTENDANCE SLIP
Pleasecomplete this Attendance Slip and hand it over at the entrance of the Meeting Hall
Name of the Creditor/ Proxy/Authorized Representative
Address of the Creditor/ Proxy/Authorized Representative
Amount of Debt
I/We hereby record my/our presence at the meeting of secured creditors of Om Logistics
Limited, convened on Saturday May 19, 2018 at 12:00 p.m. at Mustil No.6, Kapashera
Najafgarh Road, Village Rewla Khanpur, Najafgarh, New Delhi-ll0043.
NOTE: SecuredCreditors(s) attending the meeting in person or by proxy or through authorized
representativeare requestedto duly complete the Attendance Slip in all aspectsand hand it over
at the entranceof the meeting hall.
Signature of the Secured Creditor/Proxy/Authorized Representative
92Route Map of the Venue of the Meeting
Venue of the secured creditors: Mustil No.6, KapasheraNajafgarh Road, Village Rewla
Khanpur, Najafgarh, New Delhi-ll0043Landmark: Gurugram - Bajghera - Nazafgal1hRoad,Rewla Khanpur, Delhi, 110071
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