SCHEME OF AMALGAMATION OF RAJASTHAN AVAS · PDF fileRAJASTHAN URBAN INFRASTRUCTURE FINANCE &...

Siddharth Ranka

Advocate

of 28

SCHEME OF AMALGAMATION

OF

RAJASTHAN AVAS VIKAS AND INFRASTRUCTURE LIMITED

WITH

RAJASTHAN URBAN INFRASTRUCTURE FINANCE & DEVELOPMENT

CORPORATION LIMITED

This scheme of amalgamation provides for amalgamation of Rajasthan Avas Vikas And

Infrastructure Limited (RAVIL), a Government Company within the meaning of section 617

of the Companies Act, 1956 with Rajasthan Urban Infrastructure Finance & Development

Corporation Limited (RUIFDCO), a Government Company within the meaning of section

617 of the Companies Act, 1956 with approval of Central Government under section 391-

394 and other applicable provisions of the Companies Act, 1956 and the Companies Act,

2013

Siddharth Ranka

Advocate

of 28

SCHEME OF AMALGAMATION

UNDER SECTION 391 TO 394 OF THE COMPANIES ACT, 1956

BETWEEN

Rajasthan Avas Vikas and Infrastructure Limited: Transferor Company

AND

Rajasthan Urban Infrastructure Finance & Development Corporation Limited:

Transferee Company

AND

Their respective shareholders

This Scheme is divided into the following parts:

A. Part I, which deals with the Preamble, Background of the Transferor & Transferee

Companies and Rational & Benefits of the Scheme;

B. Part II, which deals with the definitions and preliminary information and sets out the

share capital of the Transferor Company and the Transferee Company;

C. Part III, which deals with the amalgamation of the Transferor Company with the

Transferee Company; and

D. Part IV, which deals with the dissolution without winding up of the Transferor Company

and general terms and conditions applicable to this Scheme.

PART I

PREAMBLE: The Scheme of Amalgamation is presented under Sections 391 to 394

of the Companies Act, 1956 and the relevant provisions of the Companies Act, 2013 and

other applicable provisions for amalgamation of Rajasthan Avas Vikas and Infrastructure

Limited (the “Transferor Company”) with Rajasthan Urban Infrastructure Finance &

Development Corporation Limited (the “Transferee Company”).

Siddharth Ranka

Advocate

of 28

A) BACKGROUND OF THE TRANSFEROR AND TRANSFEREE COMPANIES

RAJASTHAN AVAS VIKAS INFRASTRUCTURE LIMITED (RAVIL) - TRANSFEROR

COMPANY

A.1. The Transferor Company (a Government of Rajasthan owned unlisted company),

was incorporated under the Indian Companies Act, 1956 on 20.06.1996 as Avas

Vikas Limited (AVL). Later converted into a State Government Undertaking vide

decision of Rajasthan State Cabinet vide Cabinet Memo No. 150/2011 dated

29.11.2011 as Rajasthan Avas Vikas & Infrastructure Limited (RAVIL) and thereafter

also approved by Registrar of Companies, Rajasthan on 21.05.2012. The Transferor

Company has its registered office at 4-SA-24, Jawahar Nagar, Jaipur-302004 in the

State of Rajasthan.

A.2. The Transferor Companies primary objectives are:

(a) To participate in “housing the poor” programme of the government by taking

up construction works using cost effective technologies for urban and rural

areas;

(b) To promote the use of local construction materials.

(c) To identify different cost effective technologies for different zones in the

country taking help of different institutes in the country and abroad.

(d) To document various technologies, housing styles in various regions of India

and suggest improvements, if necessary

(e) To develop research and development institutions for above

(f) Developing and selling cost effective building components

(g) Develop methods for economic use of available land

(h) To develop alternate building materials for ecological balance and develop

use of waste materials, to propagate and sell the same.

(i) Exploiting the employment potential in India inter alia:

(a) to meet increased demand for skilled labour and start training courses

for masons carpenters.

(b) To attract more youth for entrepreneurship by various training and

development programmes and counselling them as regards funding,

marketing etc.

A.3. The Transferor Company is having more than 18 years of experience in the field of

construction and it caters to the various kinds of affordable housing requirements run

under the various state programmes. It takes up all sorts of construction using cost

effective technologies and promotes use of local building materials. It also identifies

appropriate cost effective technology for which help from various research institutes

in the country and abroad is sought to be available. The Company is the nodal

Siddharth Ranka

Advocate

of 28

agency for (a) implementation of Affordable Housing Policy 2009 issued by Govt. of

Rajasthan, (b) implementation of Mukhyamantri Shahari BPL Avas Yojana, Vishes

Avas Yojana, (c) self – Sustainable/Self funding scheme for slums & others, (d)

Construct, execute, carryout, improve, develop, administer, manage, control or

maintain all type of building, roads, bridges and other structures, works and

convinces including approach roads and buildings, etc.

A.4. The activities of the RAVIL can broadly be divided into 4 major areas:

a. Construction Projects

b. Consultancy Projects

c. Rehabilitation and Relief Management Projects

d. State Level Nodal Agency

A.5.1.a. Following is the status of ongoing work orders issued by RAVIL:

SNo. Unit Name

No. of

Running

Works

No. of

total

projects

Work Order

amount in

Rs. Lac

Exp. Incurred

upto 30.09.14

in Rs. Lac

1 I, Jaipur 21 4 1615.54 710.12

2 II, Jaipur 28 4 16773.19 3244.76

3 III, Jaipur 3 2 237.05 67.11

4 IV, Jaipur 17 5 1919.24 663.00

5 Ajmer 6 4 518.15 92.36

6 Kota 14 5 816.92 616.59

7 Sikar 12 4 1465.86 562.06

8 I, Jodhpur 36 3 2178.55 1612.92

9 II, Jodhpur 21 4 680.77 246.87

10 Udaipur 15 2 540.52 332.58

Grand Total 173 37 26745.79 8148.37

b. Consultancy Projects (RAVIL has undertaken following Consultancy

Projects):

1. Architectural Consultancy for Stadium and other sports fields / courts

proposed for first place at Chitrakoot Scheme at Udaipur.

2. Engineering consultancy for HUDCO for Marketing Board project at

Samastipur, Bihar.

3. Survey of Architectural Features in Rural Housing in Rajasthan for

BMTPC, New Delhi

Siddharth Ranka

Advocate

of 28

4. Engineering study on use of hollow blocks in multistoried load bearing

structures in collaboration with Malviya Regional Engineering College,

Jaipur for BMTPC, New Delhi.

5. Consultancy for establishing Building Centre and production of the

components at earthquake affected areas of Chamoli and Rudra Prayag

through HUDCO.

6. Consultancy for Infrastructure Development Works such as water supply,

sewerage, drainage etc. for new “Brindavan” township at Lucknow

consisting of 40,000 houses through HUDCO.

7. Consultancy for construction of Rajeev Gandhi Auditorium at Bhilwara for

UIT Bhilwara.

8. Consultancy for providing house connections for disposal for sullage

water inside walled city of Jaipur for Jaipur Nagar Nigam.

9. Consultancy for preparation & Draft Master Plan of various 117

cities/towns in Rajasthan for Deptt. of Town Planning, Govt. of Rajasthan.

10. Consultancy for Affordable Housing Policy 2009 for Govt. of Rajasthan.

11. Consultancy for preparation of Vision Document 2030 for Making Jaipur

as “World Class City” for Govt. of Rajasthan.

12. Consultancy for preparation of Master Plan for 68 cities/towns in

Rajasthan

13. Consultancy for preparation of Master Plan for 29 cities/towns in

Rajasthan

14. Consultancy for preparation of village plans for various villages of

Rajasthan

c. Rehabilitation and Relief Management Projects:

1. Construction of 734 houses for earthquake victims in Gujarat on behalf of

Govt. Of Rajasthan.

2. Tsunami Rehabilitation Project - Construction of Social Infrastructural

Buildings in Three Districts of Tamil Nadu at Kanchipuram, Puducherry.

3. Construction of 512 houses for Flood Affected Victims in Kawas (Barmer).

d. State Nodal Agency:

1. Affordable Housing Scheme – 2009

2. Mega Housing Scheme

3. BPL Avas Yojna

4. Police Housing

5. Vishesh Avas Yojna

Siddharth Ranka

Advocate

of 28

A.6. The Transferor Company is a State Government Company wherein its paid-up

Equity Share Capital is as follows:

Name of Shareholders Share Capital

in Rs.

Percentage of

Holding

Government of Rajasthan through H.E. the Governor of

Rajasthan 51,00,000.00 51.00 %

Rajasthan Housing Board (‘RHB) 24,99,300.00 24.99 %

Jaipur Development Authority 24,00,000.00 24.00 %

Shri S.N. Gupta (Nominee of RHB) 100.00 0.001 %

Shri Abdul Mateen (Nominee of RHB) 100.00 0.001 %

Shri Ashok Jain (Nominee of GOR) 100.00 0.001 %

Shri Purshottam Biyani (Nominee of GOR) 100.00 0.001 %

Shri D.S. Parsanna Rao (Nominee of RHB) 100.00 0.001 %

Shri K.C. Meena (Nominee of GOR) 100.00 0.001 %

Shri R.K. Agrawal (Nominee of GOR) 100.00 0.001 %

Total 1,00,00,000.00 100.00 %

RAJASTHAN URBAN INFRASTRUCTURE FINANCE & DEVELOPEMENT

CORPORATION LIMITED (RUIFDCO) - TRANSFEREE COMPANY

A.7. The Transferee Company (a Government of Rajasthan owned unlisted company)

was incorporated under the Indian Companies Act, 1956 on 01.12.2004 and it is a

nodal agency to provide financial assistance to urban local bodies or other

government/non-government agencies, organizations for carrying out the

infrastructure and developmental works in the state of Rajasthan. It also provides

various consultancies to urban local bodies for related works. The Transferee

Company has its registered office at Old Working Women Hostel Building, Behind

Nehru Place, Lal Kothi, Tonk Road, Jaipur 302015 in the State of Rajasthan.

A.8. The Transferee Companies primary objectives are:

o To give financial assistance to ULBs/Government Agencies/Non Government

organization.

Siddharth Ranka

Advocate

of 28

o To give subsidy, aid, assistance of any financial nature to ULBs/Govt.

Agencies/Non Govt. Agencies.

o To arrange or provide consultancy services, technical, financial and other

consultancy to ULBs.

o To carry out survey for schemes and programme relating to Infrastructure

Development.

o To receive amount as revenue from ULBs.

o To distribute on behalf of Govt. grant-in-aid and financial assistance to ULBs.

o To arrange or raise funds from public, institutional investor, Banks or Financial

Institutions.

o To plan and financial monitor all type of project related to development of Urban

Areas in Rajasthan.

o To set up a Central Urban Data Center for collecting and updating of all

information relating to urban development and urban Infrastructure for the urban

areas of the state.

A.9.1 The activities undertaken by RUIFDCO are as follows:

1. State Level Nodal Agency (SLNA) for Urban Infrastructure & Governance (UIG),

Basic Services to Urban Poor (BSUP), Urban Infrastructure Development

Scheme for Small and Medium Towns (UIDSSMT) and Integrated Housing &

Slum Development Project (IHSDP) under JnNURM, Rajiv Awas Yojana (RAY)

and National River Conservation Plan (NRCP) works.

2. Operation & Management of Rajasthan Urban Development Fund (RUDF) worth

Rs. 1000 Crore on behalf of Government of Rajasthan.

3. Nodal Agency for construction of Railway over Bridges (ROBs) in urban areas in

Rajasthan.

4. Nodal Agency for, Rajasthan Urban Information System (RUIS) and E-Nagar

Mitra projects.

5. Nodal Agency for Construction of Town Hall and Road at Nagaur City under 12th

Finance Commission (TFC).

6. Nodal agency for Seven Sewerage projects.

7. Independent Quality Control & Quality Monitoring (QC &M) and other Works

including Scrutiny of Detail Project Reports (DPRs) and Works of City

Development Plan (CDP).

A.10. The Transferee Company is a State Government Company wherein its paid-up



in Rs.

Percentage

of Holding

Siddharth Ranka

Advocate

of 28


Rajasthan 32,99,99,930.00 99.999%

Dr. Manjit Singh, Pr. Secretary, LSG Department 10.00 .001%

Sh. Devendra Bhushan Gupta, PS, UDH & LSG

Department 10.00 .001%

Sh. Siddaharth Mahajan, Special Secretary, Finance

(Budget) 10.00 .001%

Ms. Sanchita Vishnoi, Additional Director, Deptt. Of Local

Bodies, Jaipur 10.00 .001%

Ms. Arti Bagotia, CAO, DLB 10.00 .001%

Ms. Sangita Rathore, Sr. AO (Plan),DLB 10.00 .001%

Ms. Sangita Rathore

(on additional charge as Sr. AO (Non-Plan), DLB) 10.00 .001%

Total 33,00,00,000.00 100.00%

B) THE RATIONALE AND BENEFITS OF THE SCHEME

B.1. The merger of Rajasthan Avas Vikas & Infrastructure Limited (RAVIL) with Rajasthan

Urban Infrastructure and Financial Development Corporation Limited (RUIFDCO) is

proposed by the Government of Rajasthan.

B.2. The Hon’ble Chief Minister of Rajasthan during her Budget Speech to the Rajasthan

State Assembly on 14th July 2014 had stated that Urban Drinking water, sewerage

and other infrastructure development projects is being undertaken by 3 different

entities ‘Rajasthan Urban Infrastructure Development Project (RUIDP), Rajasthan

Urban Infrastructure and Financial Development Corporation Limited (RUIFDCO)

and Rajasthan Avas Vikas & Infrastructure Limited (RAVIL). The Government

intended to merge RUIDP, RAVIL with RUIFDCO and rename the restructured entity

as Rajasthan Urban Drinking Water, Sewerage and Infrastructure Corporation

(RUDSICO) wherein Water and Sewerage Projects would also be merged so that all

Urban Infrastructure Projects are carried out by 1 company and all the

developmental work can be effectively monitored.

B.2.1. Thereafter the Rajasthan State Cabinet vide its Cabinet order No. 160/2014 dated

12.12.2014 granted its approval to merge Rajasthan Urban Infrastructure

Development Project (RUIDP), Rajasthan Avas Vikas & Infrastructure Limited

Siddharth Ranka

Advocate

of 28

(RAVIL) with Rajasthan Urban Infrastructure and Financial Development Corporation

Limited (RUIFDCO) and thereafter rename the merged/restructured entity as

Rajasthan Urban Drinking Water, Sewerage and Infrastructure Corporation

(RUDSICO) in order to streamline the present and future urban drinking water,

sewerage and other infrastructure development projects. In order to give all of the

above a common platform it has also decided to transfer all the existing urban

drinking water and sewerage projects to the entity formed after the merger.

B.2.2. In furtherance to the Cabinet order, the Government of Rajasthan through Principal

Secretary, Department of Local Self Government issued a Notification No.

F.3(K)/Stay/PD/DLB/14/26653 dated 18.12.2014 granting its approval for merger of

Rajasthan Urban Infrastructure Development Project (RUIDP), Rajasthan Avas Vikas

& Infrastructure Limited (RAVIL) with Rajasthan Urban Infrastructure and Financial

Development Corporation Limited (RUIFDCO) and thereafter rename the

merged/restructured entity as Rajasthan Urban Drinking Water, Sewerage and

Infrastructure Corporation (RUDSICO).

B.2.3. Thus, in order to achieve the objectives of the Government of Rajasthan, it is

proposed that the Transferor Company amalgamates with the Transferee Company.

It was considered appropriate by the state government that all the above mentioned

should be carried on by a single entity and hence the merger is proposed, leading to

better administration, implementation and management and more focused

operational efforts, rationalization and standardization of the processes and

elimination of duplication, hence the Transferor Company is intended to be

amalgamated into the Transferee Company.

The amalgamation of the Transferor Company with the Transferee Company would

inter alia have the following benefits:

B.3. The work being carried out by both the entities fall under the development of Urban

Infrastructure, hence the amalgamated entity shall have better coordination, planning

and streamlining of projects/activities.

B.4. The objects of the Transferor Company and the Transferee Company can be

conveniently, advantageously, efficiently and economically carried on by a single

entity.

B.5. All Urban Infrastructure Projects are carried out by one single Company.

B.6. All the developmental work can be effectively monitored.

Siddharth Ranka

Advocate

of 28

B.7. The proposed amalgamation would reduce the number of legal entities and thereby

serve to reduce the entity costs as well as reduce legal and regulatory compliance

requirements related to the transferor company.

B.8. In addition to above the amalgamation will also have the following benefits:

• Synergy of operations

• Reduction in overhead operations

• Enhanced efficiency and administrative control

• Optimum utilization of resources

• Resource Mobilization

B.9. The proposed amalgamation would thus be beneficial for both the companies. It

would give the Transferee Company a new opening and provide an access to the

resources and financials of the Transferor Company, thereby enabling it to expedite

the various projects it has undertaken and together they can carry out

comprehensive projects as directed by the state government.

B.10. The proposed amalgamation would help in achieving improved organizational

capabilities and leadership, arising from the pooling of financial and technical

resources, talent and vast experience.

B.11. The Transferee Company will have the benefit of synergy and more focused

operations, administrative and operational rationalization, standardization and

simplification of work processes and would help to achieve economies of scale

through efficient utilization of resources and facilities as the concerned companies

would be able to combine their resources, expand their activities, rationalize and

streamline their management, business and finances as well as eliminate duplication

of work to their common advantage.

B.12. Considering the above, the proposed amalgamation will enhance the State

Governments’ comprehensive infrastructure growth prospects emphasising on the

basic needs of the common man and the public at large.

B.13. The proposed Scheme of Amalgamation of the Transferor Company and the

Transferee Company is between the Companies both of which are Government

Companies. Hence, the proposed Scheme of Amalgamation shall not prejudicially or

adversely affect the interest of any person or the public at large.

B.14. In view of the above, it is proposed that the Transferor Company be amalgamated

with the Transferee Company, followed by the dissolution, without winding up of the

Transferor Company pursuant to sections 391 to 394 and other relevant provisions

of the Act.

Siddharth Ranka

Advocate

of 28

PART II

DEFINITIONS AND PRELIMINARY

1. DEFINITIONS

In this Scheme, unless inconsistent with the subject or context, the following

expressions shall have the following meaning:

1.1 “Act” means the Companies Act, 1956 and the relevant provisions of the Companies

Act 2013 or any statutory modifications, amendments, notifications or re-enactment

thereof for the time being in force.

1.2 “Appointed Date” means the date from which this Scheme shall become operative

viz. 01st day of October 2014 or such other date as the Ministry of Corporate Affairs

may direct.

1.3 “Effective Date” means the date on which the certified copies of the orders

sanctioning this Scheme of Amalgamation, passed by ministry of corporate affairs

and/or such other competent authority, as may be applicable, are filed with the

Registrar of Companies, Jaipur.

1.4 “Ministry of Corporate Affairs, Government of India” means the Ministry of

Corporate Affairs, Government of India at New Delhi having jurisdiction in relation to

the Transferor Company and the Transferee Company and shall include the National

Company Law Tribunal, as applicable, or such other forum or authority as may be

vested with any of the powers of a Ministry of Corporate Affairs, Government of India

under the Act.

1.5 “Scheme” or “the Scheme” or “this Scheme” means this Scheme of Amalgamation

in its present form or with any modification(s) or amendment(s) in accordance with

the provisions hereof or as approved or directed by the Central Government.

1.6 “Transferee Company” means Rajasthan Urban Infrastructure Finance &

Development Corporation Limited (RUIFDCO), a Government Company within the

meaning of section 617 of the Companies Act, 1956 having its registered office at

Old Working Women Hostel Building, Behind Nehru Place, Lal Kothi, Tonk Road,

Jaipur 302015 in the State of Rajasthan.

Siddharth Ranka

Advocate

of 28

1.7 “Transferor Company” means Rajasthan Avas Vikas and Infrastructure Limited

(RAVIL), a Government Company within the meaning of section 617 of the

Companies Act, 1956 having its registered office at 4-SA-24, Jawahar Nagar, Jaipur-

302004 in the State of Rajasthan.

1.8 “Undertaking” in relation to the Transferor Company shall mean:

1.8.1 all the assets and properties of the Transferor Company as on the Appointed

Date (hereinafter referred to as the said“ Assets”);

1.8.2 all the debts, liabilities, duties and obligations of the Transferor Company as

on the Appointed Date (hereinafter referred to as the said “Liabilities”); and

1.8.3 without prejudice to the generality of sub-clause 1.8.1 above, the Undertaking

or Undertakings of the Transferor Company shall include all the Transferor

Company’s reserves, business and all the movable and immovable properties

including fixed assets, capital works in progress, current assets, investments,

powers, authorities, allotments, approvals and consents, licenses,

registrations, contract engagements, arrangements, rights, title, interest, bank

accounts, benefits and advantages of whatsoever nature and where-so-ever

situated, belonging to or in the ownership, power or possession and in the

control of or vested in or granted in favour of or enjoyed by the Transferor

Company, including but without being limited to all trademarks, trade names

and other property rights of any nature whatsoever and licenses in respect

thereof, privileges, liberties, easements, advantages, exemptions, benefits,

advances, credits leases, leasehold right, tenancy rights, quota rights,

permits, approvals, authorizations, right to sue and avail of telephones,

telexes, facsimile connections and installations, utilities, electricity and other

services, reserves, deposits, provisions, funds, benefits of all agreements, all

contracts, deeds, bonds, agreements, schemes, arrangements and other

instruments, present and future liabilities, entitlements, including those

relating to tenancies, privileges, powers, facilities of every kind and

description of whatsoever nature, or to the benefit of which the Transferors

company may be eligible, all employees and employee benefits, if any, all

necessary records, files, papers, computer programmes, websites, domain

names, manuals, data, catalogues, quotations, sales and advertising

materials, lists of present and former customers, customer credit information,

customer pricing information, and other records, whether in physical form or

electronic form, all credits, advances, loans, fixed deposits, provisions,

commitments, present and future liabilities (including contingent liabilities)

and all other interests arising to the Transferor Company.

Siddharth Ranka

Advocate

of 28

2. DATE OF TAKING EFFECT AND OPERATIVE DATE OF THE SCHEME

The Scheme set out herein in its present form or with any modification(s) and/or

amendment(s) shall be effective from the Appointed Date but shall be operative from

the Effective Date.

3. SHARE CAPITAL OF THE TRANSFEROR COMPANY AND THE TRANSFEREE

COMPANY

3.1 The authorized share capital and the issued, subscribed and paid-up share capital of

the Transferor Company and the Transferee Company, respectively, as on 30th

September 2014 is as under:

Name Authorised Share Capital Issued, Subscribed and Paid-

up share capital

Transferor

Company

Rs. 10,00,00,000/- divided into

1,00,00,000 Equity Shares of Rs.

10/- each


10,00,000 Equity Shares of Rs.

10/- each

Transferee

Company



10/- each.



10/- each

3.2. The Board of Directors of the Transferee Company vide resolution number 10 dated

23.01.2015 has sanctioned the increase in Authorized Share Capital of the

Transferee Company from Rs. 33.00 Crores to Rs. 40.00 Crores. Other formalities

are currently pending for increasing the Authorized Share Capital, however shall be

obtained prior to Effective date.

3.3. The Transferor Company is a State Government Company wherein its paid-up



in Rs.

Percentage of

Holding


Rajasthan 51,00,000.00 51.00 %

Rajasthan Housing Board (‘RHB) 24,99,300.00 24.99 %

Jaipur Development Authority 24,00,000.00 24.00 %

Siddharth Ranka

Advocate

of 28

Shri S.N. Gupta (Nominee of RHB) 100.00 0.001 %

Shri Abdul Mateen (Nominee of RHB) 100.00 0.001 %

Shri Ashok Jain (Nominee of GOR) 100.00 0.001 %

Shri Purshottam Biyani (Nominee of GOR) 100.00 0.001 %

Shri D.S. Parsanna Rao (Nominee of RHB) 100.00 0.001 %

Shri K.C. Meena (Nominee of GOR) 100.00 0.001 %

Shri R.K. Agrawal (Nominee of GOR) 100.00 0.001 %

Total 1,00,00,000.00 100.00 %

3.3.1. The Transferor Company is a Government company in a manner that 5,10,000

shares (constituting 51.0% shareholding) of the Transferor Company are held

directly by the Government of Rajasthan (through the Governor of Rajasthan) and

2,49,930 shares of the Transferor Company are held by Rajasthan Housing Board

(constituting 24.99% shareholding) which is also a State Government Undertaking

and 2,40,000 shares are held by Jaipur Development Authority (constituting 24%

shareholding) which is also a State Government Undertaking. 40 shares are

nominee shares held by 4 individuals on behalf of Government of Rajasthan. 30

shares are nominee shares held by 3 individuals on behalf of Rajasthan Housing

Board.

3.4. The Transferee Company is a State Government Company wherein its paid-up



in Rs.

Percentage

of Holding


Rajasthan 32,99,99,930.00 99.999%

Dr. Manjit Singh, Pr. Secretary, LSG Department 10.00 .001%

Sh. Devendra Bhushan Gupta, PS, UDH & LSG

Department 10.00 .001%

Sh. Siddaharth Mahajan, Special Secretary,

Finance (Budget) 10.00 .001%

Ms. Sanchita Vishnoi, Additional Director, 10.00 .001%

Siddharth Ranka

Advocate

of 28

Deptt. Of Local Bodies, Jaipur

Ms. Arti Bagotia, CAO, DLB 10.00 .001%

Ms. Sangita Rathore, Sr. AO (Plan),DLB 10.00 .001%

Ms. Sangita Rathore

(on additional charge as Sr. AO (Non-Plan), DLB) 10.00 .001%

Total 33,00,00,000.00 100.00%

3.4.1. The Transferee Company is a government company in a manner that 99.999% of

the shares are held directly by the Government of Rajasthan, through the Governor

of Rajasthan. Remaining 7 shares are nominee shares held by 7 individuals on

behalf of Government of Rajasthan.

Siddharth Ranka

Advocate

of 28

PART III

AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE

COMPANY

4. TRANSFER OF ASSETS AND LIABILITIES

4.1 Upon the coming into effect of this Scheme, the Transferor Company and the

Undertakings of the Transferor Company, which would include all its Assets and

Liabilities, shall, without any further act or deed, be and shall stand transferred to

and vested in and/or deemed to be transferred to and vested in the Transferee

Company pursuant to the provisions of Section 391 to 394 and other applicable

provisions of the Act as a Going Concern so as to become as and from the

Appointed Date, the assets, estates, rights, title and interest of the Transferee

Company.

4.2 The transfer and/or vesting as aforesaid shall be subject to the existing charges,

hypothecation and mortgages, if any, over or in respect of all the aforesaid Assets or

any part thereof of the Transferor Company. Provided however, that any reference to

any security documents or arrangements, to which the Transferor Company or either

of them is a party, or to the assets of the Transferor Company which it has offered or

agreed to be offered as security for any financial assistance or obligations, to the

secured creditors of the Transferor Company, shall be construed as reference only

to the Assets pertaining to the Assets of the Transferor Company as are vested in

the Transferee Company by virtue of the aforesaid Clause, to the end and intent that

such security, mortgage and charge shall not extend or be deemed to extend, to any

of the Assets or to any of the other units or divisions of the Transferee Company,

unless specifically agreed to by the Transferee Company with such secured

creditors and subject to the consents and approvals of the existing secured creditors

of the Transferee Company, if so required. PROVIDED ALWAYS that the Scheme

shall not operate to enlarge the security of any loan, deposit or facility created by or

available to the Transferor Company which shall vest in the Transferee Company by

virtue of the Scheme and the Transferee Company shall not be obliged to create any

further or additional security therefore after the Scheme has become effective or

otherwise.

4.3 Without prejudice to Clause 4.1 above, it is expressly provided that in respect of

such of the said Assets as are movable in nature or are otherwise capable of

transfer by manual delivery or by endorsement and delivery, the same shall be so

transferred by the Transferor Company, and shall become the property of the

Transferee Company in pursuance of the provisions of Section 394 and other

applicable provisions of the Act.

Siddharth Ranka

Advocate

of 28

4.4 In respect of such of the said Assets other than those referred to in Clause 4.3

above, including investments, rights/title/interest in any leasehold/freehold properties

(including land, buildings and any other immovable property), the same shall, as

more particularly provided in Clause 4.1 above, without any further act, instrument or

deed, be transferred to and vested in and/or be deemed to be transferred to and

vested in the Transferee Company on the Appointed Date from the Transferor

Company, pursuant to the provisions of Section 394 and other applicable provisions

of the Act. With effect from appointed date, the transferee Company shall be entitled

to exercise all rights and privileges and be liable to pay all taxes and charges and

fulfil all obligations, in relation to or applicable to such immovable properties. The

mutation/substitution of the title to such immovable properties shall be made and

duly recorded in the name of the Transferee Company by the appropriate authorities

pursuant to the sanction of the Scheme by the Central Government and the Scheme

becoming effective in accordance with the terms hereof.

4.5 Upon the Scheme coming into effect and with effect from the Appointed Date, all

incorporeal or intangible, intellectual property and goodwill of the Transferor

Company, shall stand vested in the Transferee Company and shall become the

property and an integral part of the Transferee Company, without any act or deed

done by the Transferor Company or the Transferee Company.

4.6 Upon the Scheme coming into effect and with effect from the Appointed, any

statutory licenses, no-objection certificates, permissions, registrations, approvals,

consents, permits, quotas, telephones, telexes, facsimile connections and

installations, entitlements or rights required to carry on the operations including

manufacturing, of the Transferor Company or granted to the Transferor Company

shall stand vested in or transferred to the Transferee Company, without any further

act or deed, and shall be appropriately transferred or assigned by the statutory

authorities concerned herewith in favour of the Transferee Company upon vesting of

the Transferor Company pursuant to this Scheme. The benefit of all statutory and

regulatory permissions, environmental approvals and consents including statutory

licenses, permissions or approvals or consents required to carry on the operations of

the Transferor Company shall vest in and become available to the Transferee

Company pursuant to this Scheme.

4.7 Upon the Scheme coming into effect and with effect from the Appointed Date, the

Transferee Company shall be entitled to claim various deductions, benefits, etc.

under the Income Tax Act, 1961 available to the Transferor Company being

transferred to the Transferee Company as a result of the amalgamation will also be

available to the Transferee Company.

Siddharth Ranka

Advocate

of 28

4.8 The Transferee Company may, at any time after coming into effect of this Scheme in

accordance with the provisions hereof, if so required, under any law or otherwise,

execute deeds of confirmation in favour of any other party to any contract or

arrangement to which the Transferor Company or either of them, is party to, as may

be necessary to be executed in order to give formal effect to the provisions hereof.

The Transferee Company shall, under the provisions of the Scheme be deemed to

be authorized to execute any such writings on behalf of the Transferor Company or

either of them and to implement or carry out all such formalities or compliance

referred to above on the part of the Transferor Company to be carried out or

performed.

4.9 With effect from the Appointed Date, all the Liabilities of the Transferor Company

shall also be and stand transferred or deemed to be transferred, without further act,

instrument or deed, to the Transferee Company, pursuant to the provisions of

Section 394 and other applicable provisions of the Act so as to become as and from

the Appointed Date, the debts, liabilities, security, lien, encumbrance or charge on

assets in relation to loans, duties and obligations of the Transferee Company and

further that it shall not be necessary to obtain the consent of any third party or other

person who is a party to any contract or arrangement by virtue of which such debts,

liabilities, duties and obligations have arisen in order to give effect to the provisions

of this Clause. However, it is clarified that, if necessary, the Transferee Company

may execute any writing, deed or instruments in order to effect such transfer as is

necessary.

5. CONTRACTS, DEEDS AND OTHER INSTRUMENTS

5.1 Upon the coming into effect of this Scheme and subject to the provisions of this

Scheme, all contracts, deeds, bonds, agreements, arrangements and other

instruments of whatsoever nature to which the Transferor Company is a party and/or

to the benefit of which the Transferor Company may be eligible and which are

subsisting or having effect immediately before the Effective Date, shall be in full

force and effect against or in favour of the Transferee Company, as the case may

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

Company, the Transferee Company had been a party and/or beneficiary thereto.

5.2 The Transferee Company may enter into and/or issue and/or execute deeds,

writings or confirmations or enter into any tripartite arrangement or confirmations or

novations to which the Transferor Company will, if necessary, also be party in order

to give formal effect to the provisions of this Clause 5, if so required or if it becomes

necessary. The Transferee Company shall, under the provisions of this Scheme, be

deemed to be authorised to execute any such writings on behalf of the Transferor

Company and to carry out or perform all such formalities or compliances referred to

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

Siddharth Ranka

Advocate

of 28

5.3 For the avoidance of doubt and without prejudice to the generality of the foregoing, it

is clarified that upon the coming into effect of the Scheme and with effect from the

Appointed Date, all consents, permissions, licenses, certificates, clearances,

authorities, powers of attorney given by, issued to or executed in favour of the

Transferor Company shall stand transferred to the Transferee Company as if the

same were originally given by, issued to or executed in favour of the Transferee

Company, and the Transferee Company shall be bound by the terms thereof, the

obligations and duties thereunder, and the rights and benefits under the same shall

be available to the Transferee Company.

6. PENDING SUITS, ETC.

6.1 Upon the coming into effect of this Scheme, if any, suits, actions, appeals and

proceedings of whatsoever nature by or against the Transferor Company be

pending, the same shall not abate or be discontinued or be in any way prejudicially

affected by reason of the amalgamation or by anything contained in this Scheme,

whether arising on or before the Effective Date but such suit, appeal or other legal

proceedings may be prosecuted, continued and be enforced by or against the

Transferee Company as effectually as if the same had been pending and/or arising

in favour of and/or against the Transferee Company.

6.2 On and from the Effective Date, the Transferee Company shall and may initiate any

legal proceedings for and on behalf of the Transferor Company, transferred in its

own name and to have the same continued, prosecuted and enforced by or against

the transferee company.

7. CONDUCT OF BUSINESS UNTIL EFFECTIVE DATE

7.1 With effect from the Appointed Date and up to and including the Effective Date:

7.1.1 The Transferor Company shall carry on and be deemed to have carried on all

its business and activities and shall be deemed to have held and stood

possessed of and shall hold and stand possessed of all the said Assets for

and on account of and in trust for the Transferee Company;

7.1.2 All the profits or incomes accruing or arising to the Transferor Company or

expenditure or losses arising or incurred by the Transferor Company shall for

all purposes be treated and be deemed to be and accrue as the profits or

incomes or expenditure or losses, as the case may be, of the Transferee

Company;

Siddharth Ranka

Advocate

of 28

7.1.3 The Transferor Company shall carry on its business and activities until the

Effective Date with reasonable diligence, business prudence and shall not

without the prior written consent of the Transferee Company alienate, charge,

mortgage, encumber or otherwise deal with or dispose off the said Assets or

any part thereof, except in the ordinary course of business, or pursuant to any

pre-existing obligation undertaking by the Transferor Company;

7.1.4 The Transferor Company shall not, without the prior consent in writing of the

Board of Directors of the Transferee Company, undertake any new business

or expand its existing business until and unless it forms part of the its normal

business activity;

7.1.5 The Transferor Company shall not issue or allot any rights shares or bonus

shares out of its authorities or unissued share capital for the time being;

7.1.6 Save as provided in Sub-clause 7.1.7 below, neither the Transferor Company

nor the Transferee Company shall make any change in their capital structure

(paid-up capital), other than changes pursuant to commitments, obligations or

arrangements subsisting prior to the Appointed Date, except by the mutual

consent of the Board of Directors of both the Transferor Company and

Transferee Company.

7.1.7 The Transferor Company shall not undertake any additional financial

commitments of any nature whatsoever, borrow any amounts nor incur any

other liabilities or expenditure, issue any additional guarantees, indemnities,

letters of comfort or commitments either for itself or any third party, except in

each case in the following circumstances:

a. If the same is in the ordinary course of business;

b. If the same is expressly permitted by this Scheme;

c. If prior written consent of the transferee company has been obtained.

7.1.8 The restrictions in sub-clauses 7.1.3, 7.1.4 and 7.1.5 above shall be

applicable from the date of acceptance of the present Scheme by the

respective Boards of both the companies and not from the Appointed Date.

8. TRANSFER OF EMPLOYEES OF TRANSFEROR COMPANY

8.1 Presently all employees working with the Transferor Company are on deputation

basis / contractual basis. On approval of the scheme of amalgamation of both the

Companies by the Central Government, they shall be transferred to the Transferee

Company or repatriated to the parent cadre with the concerned Government

department and the transfer on the effective date shall be deemed to be without any

Siddharth Ranka

Advocate

of 28

break or interruption in service and on the terms and conditions not in any way less

favourable to them than those subsisting with reference to the Transferor Company

as the case may be on the said date.

8.2 Upon the coming into effect of this Scheme, the proposed Board of Directors of the

Amalgamated Company will be as follows:

SNo. Name of Proposed Director Designation

01 Hon’ble Minister, Local Self Government,

Government of Rajasthan Chairman

02 Administrative Secretary, Local Self

Government, Government of Rajasthan Vice-Chairman

03 Addl. Chief Secretary/Principal Secretary,

Urban Development & Housing,

Government of Rajasthan

Director

04 Principal Secretary, Public Works

Department, Government of Rajasthan Director

05 Principal Secretary, Public Health &

Engineering Department,

Government of Rajasthan

Director

06 Secretary / Special Secretary,

Finance (Budget), Government of Rajasthan Director

07 Senior IAS Officer

Chief Executive Officer cum

Managing Director

08 Commissioner, Rajasthan Housing Board Director

09 Director Local Bodies,

Government of Rajasthan Director

10 Member Secretary Executive Director

Siddharth Ranka

Advocate

of 28

PART IV

DISSOLUTION OF THE TRANSFEROR COMPANY AND OTHER TERMS AND

CONDITIONS

9. INCREASE IN AUTHORISED SHARE CAPITAL

9.1 Upon the sanction of this Scheme and from the date of Scheme coming into effect,

the authorized share capital of the Transferor Company shall stand

merged/combined with and added to the authorized share capital of the Transferee

Company, without any further act, instrument or deed on the part of Transferee

Company, including payment of registration fees to the Registrar of Companies.

Thus, the authorized share capital of the Transferor Company amounting to Rs.

10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10 each shall be added

to/combined with the authorised share capital of the Transferee Company.

9.2 Consequently, the Memorandum of Association of the Transferee Company (relating

to the authorised share capital) shall, without any further act, instrument or deed, be

and stand altered, modified, amended and the consent of the shareholders to the

Scheme shall be deemed to be sufficient for the purposes of effecting this

amendment, and no further resolution(s) under sections 4, 13 and 27 of the

Companies Act, 2013 and/or sections 391 to 394 of the Act and other applicable

provisions of the Act, would be required to be separately passed, as the case may

be and for this purpose the stamp duties and fees paid on the authorized share

capital of the Transferor Company shall be utilized and applied to the increased

authorized share capital of the Transferee Company and there would be no

requirement for any further payment of fees by the Transferee Company for increase

in authorized share capital to that extent.

9.3 In the Transferor Company 40 shares are held by 4 individuals as nominees of

Government of Rajasthan. 30 shares are held by 3 individuals as nominees of

Rajasthan Housing Board. Upon the Scheme coming into effect, no shares in the

Transferee Company would be issued to the Individual shareholders nor would any

consideration be paid in respect of entitlement of the 7 individual nominee

shareholders in the Transferor Company.

9.4 Upon the scheme coming into effect, the shares or the share certificates of the

Transferor Company in relation to the shares held by its members whose name is

registered in the members of the Transferor Company on the Record date shall,

without any further application, act, instrument or deed, be deemed to have been

automatically transferred in the Transferee Company. For every 1 (One) share held

in the Transferor Company of Rs. 10/- (Rupees Ten only) each the members shall

be allotted 15.67 (Fifteen point Sixty Seven) shares in the Transferee Company of

Rs. 10/- (Rupees Ten only) each at par, credited as fully paid up.

Siddharth Ranka

Advocate

of 28

9.4.1. The ratio in which equity shares of the Amalgamated Company are to be issued and

allotted to the members of the Amalgamating Company as set out above is herein

referred to as the “Share Exchange Ratio”. The Share Exchange Ratio for the

proposed amalgamation is prepared by M/s. S. Ranka & Associates acting as

independent Chartered Accountants.

9.4.2. As an integral part of the Scheme, and, upon the coming into effect of the Scheme,

the Authorised Share Capital of the Amalgamated Company shall automatically

stand increased, without any further act, instrument or deed on the part of the

Amalgamated Company including payment of stamp duty and fees payable to

Registrar of Companies, by the authorized share capital of the Amalgamating

Company.

9.4.3. The share-holders of the Transferor Company who are entitled to hold fractional

shares in the Transferee Company shall not be allotted any fractional shares. The

fractional shares, if any, will be rounded off downwards to the nearest complete

number. Finance Department, Government of Rajasthan is nominated as Trustee on

behalf of the shareholders of the Transferor Company for the disposal of such

fractional shares. The Transferee Company shall pay proportionate sale proceeds of

fractional shares, to the shareholders of the Transferor Company in proportion to

their holding of fractional shares in the Transferee Company by calculating the

proportionate amount on the basis of valuation of Rs. 10.75 per equity share.

9.5 It is clarified that the approval of the members of the Transferee Company to the

Scheme shall be deemed to be their consent/approval also to the alteration of the

Memorandum of Association as may be required under the Act, and Clause V of the

Memorandum of Association be substituted by the following new Clause:

“V. The Authorized share capital of the Company is Rs. 50,00,00,000/- (Rupees

Fifty Crores only) divided into 5,00,00,000 (Rupees Five Crores only) Equity

shares of Rs. 10/- (Rupees Ten Only) each.”

10. DIVIDEND AND PROFITS

10.1 Subject to the provisions of the Scheme, the profits of the Transferor Company for

the period beginning from the Appointed Date shall belong to and be the profits of

the Transferee Company and will be available to the Transferee Company for being

disposed of in any manner as it thinks fit including declaration of dividend by the

Transferee Company, if any in respect of its financial year ending on 31st March

2015 or any year thereafter.

Siddharth Ranka

Advocate

of 28

10.2 The holders of the shares of the Transferor Company and the Transferee Company

shall, save as expressly provided otherwise in this Scheme, continue to enjoy their

existing rights, voting rights and in all other respects under their respective Articles of

Association including the right to receive dividends from the respective companies of

which they are members till the Effective Date.

11. ACCOUNTING TREATMENT

11.1 Shares treatment- The face value of the equity shares of the Transferor Company

will be accounted as NIL. The face value of the equity shares of the Transferee

Company will be accounted at Rs. 10/- (Rupees Ten Only) each.

11.2 Upon the Scheme becoming effective, the accounting for the amalgamation would

be done in accordance with the “pooling of interests” method as referred in

Accounting Standard 14 – Accounting for Amalgamation (“AS-14”) and under section

211 (3C) of the Companies Act, 1956 corresponding to section 66 of the Companies

Act, 2013. Accordingly, Transferee Company shall account for the Scheme in its

book of accounts with effect from the Appointed Date as under:

11.2.1 The Transferee Company shall, record the Assets and Liabilities of

Transferor Company vested in it pursuant to this Scheme, at their

respective book values;

11.2.2 Inter-company balances, if any, shall stand cancelled;

11.2.3 The reserves in the books of account of the Transferor Company shall be

credited by the Transferee Company to its reserves in the same form in

which they appear in the books of account of the Transferor Company

immediately prior to the Effective Date;

11.2.4 An amount lying to the balance of “Profit and Loss Account” in the books of

account of the Transferor Company shall be adjusted by the Transferee

Company to its Profit and Loss Account;

11.2.5 Excess of assets over liabilities recorded shall be credited by the

Transferee Company to an account to be styled as “Amalgamation Reserve

Account”. The said account shall be dealt with subsequently as permitted

under AS - 14;

11.2.6 Excess of liabilities over assets recorded shall be debited by the Transferee

Company to an account to be styled as “Amalgamation Reserve Account”,

which will be dealt with subsequently as permitted under AS-14.

Siddharth Ranka

Advocate

of 28

11.3 Notwithstanding the above, the Board of Directors of the Transferee Company is

authorized to account any of these balances in any manner whatsoever as may be

deemed fit in accordance with the law and AS-14.

12. MISCELLANEOUS

12.1 On the Scheme becoming effective, the Transferor Company shall be dissolved

without being wound up.

12.2 The Transferor Company, and also the Transferee Company, if required, shall, with

all reasonable dispatch, make applications/petitions under sections 391 to 394 and

other applicable provisions of the Act to the Ministry of Corporate Affairs,

Government of India for sanctioning the Scheme and for dissolution of the Transferor

Company respectively, without winding up under the provisions of law.

12.3 Upon the coming into effect of this Scheme, the borrowing limits of the Transferee

Company in terms of Section 180 of the Companies Act, 2013 shall without further

act or deed stand enhanced by an amount equivalent to the authorised borrowing

limits of the Transferor Company, such limits being incremental to the existing limits

of the Transferee Company. These limits as enhanced may be increased from time

to time by the Transferee Company by obtaining any further sanction of its

shareholders in accordance with the provisions of the Act.

12.4 The Transferee Company shall be entitled to revise its Income Tax returns and

related TDS certificates, Value Added Tax returns and related certificates, Service-

tax returns, excise duty, customs duty and the right to claim refund, advance tax

credits, input credits, etc. upon this Scheme becoming effective and have expressly

reserved the right to make such revisions in the Income Tax returns and related TDS

certificates, Value Added Tax returns and related certificates, Service-tax returns,

excise duty, customs duty and the right to claim refund, advance tax, input credits,

withholding tax or such other tax credits of the Transferor Company, pursuant to the

sanction of this Scheme. It is clarified that all taxes payable by the Transferor

Company from the Appointed Date onwards, including all or any refunds and claims

shall, for all purposes, be treated as the tax liabilities or refunds and claims of the

Transferee Company. Accordingly, upon the Scheme becoming effective, with effect

from the Appointed Date, the Transferee Company, if required, is expressly

authorized to revise its income tax returns and other tax returns, and to claim

refunds and/or credits, pursuant to the provisions of this Scheme.

12.5 This Scheme has been drawn up to comply and come within the definition and

conditions relating to “amalgamation” as specified under Section 2(1B) and Sec. 47

of the Income Tax Act, 1961. If any terms or provisions of the Scheme are found or

interpreted to be inconsistent with the provisions of the said Sections of the Income

Siddharth Ranka

Advocate

of 28

Tax Act, 1961, at a later date, including resulting from an amendment of law or for

any other reason whatsoever, the Scheme shall stand modified/amended to the

extent determined necessary to comply and come within the definition and

conditions relating to “amalgamation” as specified in the Income Tax Act, 1961. In

such an event, the clauses which are inconsistent shall be read down or if the need

arises be deemed to be deleted and such modification/reading down or deemed

deletion shall however not affect the other parts of the Scheme.

12.6 The provisions contained in this Scheme are inextricably inter-linked with the other

provisions and the Scheme constitutes an integral whole. The Scheme would be

given effect to only if it is approved in its entirety unless specifically agreed otherwise

by the respective board of directors of the Transferor Company and the Transferee

Company or any committee constituted by such boards.

12.7 The Transferor Company and the Transferee Company may make or assent from

time to time on behalf of all persons concerned to any modifications or amendments

to this Scheme or to any conditions or limitations which the Central Government

and/or Ministry of Corporate Affairs, Government of India or any authorities under

law may deem fit to approve or direct or impose or which may otherwise be

considered necessary and to resolve all doubts or difficulties that may arise for

implementing and/or carrying out the Scheme and to do and execute all acts, deeds,

matters and things necessary for putting the Scheme into effect. The aforesaid

powers of the Transferor Company and the Transferee Company may be exercised

by the respective Board of Directors of the Transferor Company and the Transferee

Company or any committee constituted in that behalf by the Boards.

12.8 For the purpose of giving effect to this Scheme or to any modifications or

amendments thereof, the Board of Directors of the Transferee Company or any

person authorised by the board in that behalf may give, and is authorised to give all

such directions as are necessary or desirable including directions for settling or

removing any question of doubt or difficulty that may arise while implementation of

Scheme, as he/they may think fit and such determination or directions, as the case

may be shall be binding on all parties, in the same manner as if the same were

specifically incorporated in this Scheme.

12.9 Notwithstanding anything stated herein, any and all modifications or amendments to

the Scheme shall be subject to the approval of the Central Government and/or

Ministry of Corporate Affairs, Government of India, New Delhi.

12.10 This Scheme and the amalgamation of the Transferor Company with the Transferee

Company is conditional upon and subject to the following approvals and shall be

deemed to be effective on the date on which the last of such approval have been

obtained:

Siddharth Ranka

Advocate

of 28

12.10.1 approval of the Scheme by the Board of Directors of both the Transferor

and the Transferee Company

12.10.2 sanction or approval under any law of the Central Government or any other

agency, department or authorities concerned being obtained and granted in

respect of any of the matters in respect of which such sanction or approval

is required under any law;

12.10.3 approval of and agreement to the Scheme by the requisite majorities of the

shareholders of the Transferor Company and the Transferee Company (if

required) as may be directed by the Ministry of Corporate Affairs,

Government of India, New Delhi on the applications made for directions

under Section 391 of the Act for calling meetings and necessary resolutions

being passed under the Act for the purpose;

12.10.4 the sanction of the Central Government being obtained under Sections 391

and 394 and other applicable provisions of the Act, if so required, on behalf

of the Transferor Company and the Transferee Company;

12.10.5 certified copies of the orders of the Central Government sanctioning the

Scheme, being filed by the Transferor Company and the Transferee

Company with the Registrar of Companies, Rajasthan.

12.11 On the approval of the Scheme by the shareholders of the Transferor Company and

the Transferee Company, if required, in accordance with Section 391(1) of the Act,

the shareholders of these companies shall be deemed to have also resolved and

accorded all relevant consents under the Act to the same extent the same may be

considered applicable in relation to the amalgamation set out in this Scheme and

related matters.

12.12 All costs, duty, fees, charges and expenses of the Transferor Company and the

Transferee Company respectively in relation to or in connection with this Scheme

and incidental to the completion of the amalgamation of the Transferor Company

with the Transferee Company in pursuance of this Scheme, shall be borne and paid

by the Transferee Company.

12.13 In the event of any of the said sanctions and approvals referred to herein above not

being obtained and/or the Scheme not being sanctioned by the Ministry of Corporate

Affairs and/or the order or orders not being passed as aforesaid within such further

period or periods as may be agreed upon between the Transferor Company and the

Transferee Company, through and by their Board of Directors (and which Board of

Directors of each of the Companies are hereby empowered and authorised to agree

Siddharth Ranka

Advocate

of 28

to, and extend the aforesaid period from time to time without any limitations in

exercise of their powers), this Scheme shall stand revoked, cancelled and be of no

effect, save and except in respect of any act or deed done prior thereto as is

contemplated hereunder or as to any right, liability or obligations which has arisen or

accrued pursuant thereto and which shall be governed and be preserved or worked

out as specifically provided in the Scheme or as may otherwise arise in law and in

that event each party shall bear their respective costs.

12.14 In the event of this Scheme failing to take effect, it becomes null and void and in that

event no rights and liabilities of whatsoever nature shall accrue to or be incurred

inter-se to or by the parties or any of them.

12.15 Upon the coming into effect of the Scheme, the Transferor Company shall stand

dissolved without winding-up, without any further act or deed. The Transferor

Company shall be removed from the register of the Registrar of Companies on the

effectiveness of this Scheme.

12.16 Notwithstanding anything stated herein or elsewhere, the Board of Directors of the

Transferor Company and Transferee Company shall always have a power to revoke

/ withdraw this Scheme at any time before the same finally takes effect on any

substantial ground in the best interest of shareholders and creditors of respective

Transferor Company and Transferee company and as may be mutually agreed

between the Board of Directors of the Transferor Company and Transferee

Company and for this purpose, it shall not be necessary for either the Transferor

Company or Transferee Company to obtain any further consent of any of their

respective shareholders or any other person. The consents given by such

shareholders of the Transferor Company and the Transferee Company shall be

deemed to include their consent authorizing to the Board of Directors of the

respective companies to withdraw the Scheme at any time before the same finally

takes effect.

*****

SCHEME OF AMALGAMATION OF RAJASTHAN AVAS · PDF fileRAJASTHAN URBAN INFRASTRUCTURE FINANCE &...

Documents

Transcript of SCHEME OF AMALGAMATION OF RAJASTHAN AVAS · PDF fileRAJASTHAN URBAN INFRASTRUCTURE FINANCE &...