Adamas Exhibit 2002
`Ranbaxy Labs. Ltd. et al. (Petitioners) v. Adamas Pharms., Inc. (Patent Owner)
`Case IPR2015-00410
`
`Page 1 of 31
`
`

`

`
`
`This Scheme of Arrangement provides for amalgamation of Ranbaxy Laboratories Limited
`(Company Registration Number: 0037-47 and having Corporate Identification Number:
`L24231PBI961PLC003747) incorporated under the Act on June 16, 1961 (Transfer-0r
`Company’) with Sun Pharmaceutical Industries Limited, (Company Registration Number:
`0449050 and having Corporate Identification Number: L24230GJ 19939113019050)
`incorporated under the Act on March 1, 1993 (‘Tmnsferee Company’) pursuant
`to
`Sections 391 to 39-4 and other relevant provisions of" the Act and reduction of capital and
`reserves and surplus as under the Scheme pursuant to Section 78 (including corresponding
`Section 52 of the Companies Act, 20} 3), Section 100 and other relevant provisions of the
`Act.
`
`1.
`
`PREAMBLE
`
`1.1.
`
`Description of Companies
`
`listed
`a
`(a) The Transfer-or Company: Ranbaxy Laboratories Limited is
`company incorporated under the provisions of the Act and having its
`registered office at A41, Industrial Area Phase VIII~A, SAS Nagar, Mohali,
`Punjab—160 061, India. The Transferor Company was originaliy constituted as
`a private limited company on June 16, 1961 under the name and style of
`Lepetit Ranbaxy Laboratories Private Limited as per
`the certificate of
`registration issued by the Registrar of Companies, Delhi. The Transfcror
`Company became a deemed public limited company effective March 20,
`1962 and then was converted into a public limited company effective August
`24, 1966. The Transferor Company was again converted to a private limited
`company effective October 27,
`1970 and subsequently converted on
`September 27, 1973 as a Public Limited Company under the Act under the
`name and style of Ranbaxy Laboratories Limited as per the certificate of
`registration issued by the Registrar of Companies, Delhi and i—laryana. The
`registered office of the 'Transferor Company was changed from the State of
`Delhi to the State of Punjab on June 27, 1977. The Transferor Company was
`formed with the main objects of manufacturing and marketing of
`pharmaceutical
`products. The Transferor Company is
`an
`integrated
`international pharmaceutical organization with businesses encompassing the
`entire value chain in the marketing, production and distribution of dosage
`forms
`and active pharmaceutical
`ingredients. Further,
`the Transferor
`Company along with its subsidiaries is also engaged in the business of
`consumer healthcare products. The details of the authorised,
`issued,
`subscribed and paid~up share capital of the Transferor Company are set out in
`the Scheme. The equity shares of the Transfer-or Company are listed on the
`Stock Exchanges. The GDRs representing underlying equity shares of the
`Transferor Company are listed on the Luxembourg Stock Exchange. The
`NCDs issued by the Transferor Company are listed on the wholesale debt
`market of the National Stock Exchange oflndia Limited.
`
`
`
`
`(b) The Transferee Company: Sun Pharmaceutical Industries Limited is a listed
`company incorporated under
`the provisions of the Act and having its
`
`1
`
`,
`
` “01.3- “w“...“u/
`
`
`0.
`“rah,
`”331 cs ~ (““33“
`Féfie 2 of 31
`
`
`
`Page 2 of 31
`
`

`

`
`
`registered office at SPARC, Tandalja, Vadodara —— 390020, Gujarat, India. The
`Transferee Company was originaliy constituted as a pubiic limited company
`on March 1, i993, under the name and style of Sun Pharmaceuticai Industries
`Limited under the Act as per the certificate of registration issued by the
`Registrar of Companies, Gujarat and was formed with the objective to carry
`on the business including that of deveIOpment, manufacture, sale, trading and
`export of various generic drug formulations and the manufacture of drugs and
`pharmaceutical products. The details of the authorised, issued, subscribed and
`paid—up share capital of the Transferee Company are set out in the Scheme.
`The equity shares of the "transferee Company are listed on the Stock
`Exchanges.
`
`1.2.
`
`Rationale for the Scheme
`
`To consolidate and effectively manage the pharmaceutical and related businesses of
`the Transfcror Company and the Transferee Company in a single entity which wiil
`provide synergy benefits, attain efficiencies and cost competitiveness, it is intended
`that the Transferor Company should amalgamate with Transferee Company. The
`amalgamation of Transferor Company with Transferee Company would inter alia
`have the following benefits:
`
`(a)
`
`(b)
`
`(c)
`
`(d)
`
`The combination of Transferee Company and 'l'ransferor Company bring
`strengths that each company does not necessarily possess individually. The
`expanded global reach of the Transferee Company would be particularly
`beneficial for capitalizing on growth Opportunities in both deveioped and
`emerging markets, including india.
`
`Both the Transferor Company and 'l‘ransferee Company are in simiiar lines
`of business and intend to / can achieve larger product portfoiio, economies
`of scaie, efficiency, optimisation of logistic and distribution network and
`other related economies by consolidating the business Operations being
`managed by different management teams. This Scheme of Arrangement
`intends to merge the operations of the Transferor Company with that of the
`Transferee Company to fulfil this objective.
`
`The Transferee Company will have the benefit of a diversified product
`portfolio, including compiex products and first to tile opportunities, across
`chronic and acute treatments.
`
`The Transferee Company will have the benefit of the combined resources of
`Transferor Company and Transferee Company. The Transferee Company
`would be in a position to carry on consolidated operations through optimum
`utilization of resources, avoidance of duplication and better financial
`strength.
`
`1.3.
`
`In view of the aforesaid, the board of directors of the Transferor Company and the
`Transferee Company have considered and proposed the amalgamation for the
`transfer and vesting of the entire Undertaking and business of the 'l"ransferor
`Company with and into the 'I'ransferee Company and other matters herein, with an
`opinion that the amalgamation and other provisions of the Scheme wouid benefit
`
`
`
`
`
`Page 3 of 31
`
`

`

`
`
`the shareholders, employees and other stakeholders of the Transferor Company and
`the 'l‘ransferee Company.
`
`1.4.
`
`In furtherance of the aforesaid, this Scheme (as defined hereunder) provides for:
`
`(a)
`
`(b)
`
`(e)
`
`the amalgamation of
`Company;
`
`the Transferor Company with the Transferee
`
`the consequent issue of shares and NCDs by the Transferee Company to the
`shareholders and holders of NCDs respectively and the treatment of GDRs
`of the Transferor Company; and
`
`various other matters consequentiai or otherwise integrally connected
`herewith;
`
`pursuant to Sections 391 to 394, Section 78 (including corresponding Section 52
`and other relevant provisions of the of the Companies Act, 2013), Section 100 and
`other relevant provisions of the Act (as defined hereunder) in the manner provided
`for in this Scheme.
`
`l.5.
`
`The amalgamation of the "l‘ranst‘eror Company with the Transfer-cc Company will
`combine the business, activities and operations of the Transferor Company and the
`Transferee Company into a singie company with effect from the Appointed Date
`and shall be in compliance with the provisions of the Income Tax Act,
`i961,
`including Section 2(lB) thereof or any amendments thereto.
`
`1.6.
`
`Definitions
`
`In this Scheme, unless inconsistent with the subject or context,
`expressions shall have the following meaning:
`
`the following
`
`(a)
`
`(h)
`
`(C)
`
`(d)
`
`(e)
`
`‘Act’ means the Companies Act, 2956 (and to the extent applicable the
`Companies Act, 2013) including any statutory modifications, re—enactments
`or amendments thereof from time to time;
`
`‘Appainred Date’ means the 181 day of April, 20l4 or such other date as
`may be agreed between the "l‘ransferor Company and the Transt’eree
`Company and approved by the I-iigh Courtts);
`
`‘Board of Directors" means the board of directors of the 'li‘ansferor
`Company or Transferec Company, as the case may be, and shall include a
`duly constituted committee thereof;
`
`‘Depositmy’ means The Bank of New York Mellon Corporation, being the
`depository for the GDRs;
`
`‘Efiective Date’ means the East of the dates on which the conditions
`referred to in Section 18 of this Scheme have been fulfilled. All references
`
`in this Scheme to the date of “coming into effect of this Scheme” or
`
`
`
`
`
`Page 4 of 31
`
`

`

`
`
`(1‘)
`
`(g)
`
`(11)
`
`(i)
`
`(j)
`
`(k)
`
`(1)
`
`(m)
`
`"effectiveness of this Scheme” or "Scheme taking effect” shall mean the
`Effective Date;
`
`‘ESOS I’ means the Employees Stock Option Scheme (1) of the Transferor
`Company pursuant to which eligible employees of the Transfer-or Company
`are entitled to be issued shares in the Transferor Company upon exercise of
`a stock option;
`
`‘ESOS 11’ means the Employees Stock Option Scheme (ll) of the
`Transferor Company pursuant to which eligible employees of the Transferor
`Company are entitled to he issued shares in the 'l‘ransferor Company upon
`exercise ofa stock option;
`
`‘ESOS 2005’ means the Employees Stock Option Scheme, 2005 of the
`Transferor Company pursuant to which eligible employees of the Transferor
`Company are entitled to be issued shares in the Transfer—or Company upon
`exercise of a stock option;
`
`‘ESOP 2011’ means the Ranbaxy Employee Stock Option Plan — 2011 of
`the Transferor Company pursuant
`to which shares in the Transferor
`Company are transferred to the eligible employees of the Transfcror
`Company upon exercise of stock options;
`
`‘ESOP Schemes’mean ESOS I, 13808 Il, 13808 2005 and E80? 201 1',
`
`‘GDRs’ means the global depositary receipts issued by the 'l‘ransteror
`Company pursuant to the “Issue of Foreign Currency Convertible Bonds
`and Ordinary Shares (Through Depositary Receipt. Mechanism) Scheme,
`3993” and other applicable law;
`
`‘Governmenml Authoriry’ means any applicable central, state or local
`government, legislative body, regulatory or administrative authority, agency
`or commission or any court,
`tribunal, board, bureau or instrumentality
`thereof or arbitration or arbitral body having jurisdiction;
`
`‘High Court" means the Hon’blc High Court ofPunjab and l-laryana having
`jurisdiction in relation to the Transfcror Company and the High Court of
`Gujarat having jurisdiction in relation to the Transferee Company, as the
`context may admit and shall, if applicable, include the National Company
`Law Tribunal, and “High Courts” shall mean both of them, as the context
`may require;
`
`(n)
`
`‘NCDS’ means all the non-convertible debentures issued by the Transferor
`Company each of which are listed on the wholesale debt market segment of
`National Stock Exchange of india Limited;
`
`‘New Equity Shares" means new equity shares of '1‘ransferee Company as
`referred to in Section 8;
`
`
`
`
`
`Page 5 of 31
`
`

`

`
`
`(p)
`
`(q)
`
`(1')
`
`(S)
`
`(1')
`
`(U)
`
`(V)
`
`‘Record Date” means the date fixed by the Board of Directors of the
`'l‘ransferor Company or any committee thereof in consultation with the
`Transferee Company, for the purpose of determining names of the equity
`shareholders of the Transferor Company, who shall be entitled to receive
`shares of the Transferee Company upon coming into effect of this Scheme;
`
`‘Scheme’ or ‘Scheme ofAi-rangement’ means this Scheme ofArrangement
`in its present form or with any modifications, approved or imposed or
`directed by the Board of Directors of the Transferor and the Transferee
`Company or by the members or creditors and/or by the High Court(s) or
`any other relevant authority;
`
`‘Stoek Exchanges" means National Stock Exchange of india Limited and
`the BSE Limited;
`
`‘Yl'ansferor Company’ means Ranbaxy Laboratories Limited, a company
`registered under the Act and having its registered office at A41, Industrial
`Area, Phase Vlli—A, SAS Nagar, Mohali, Punjab-160061, India;
`
`‘Transferor Option ’ means a stock option granted under an ESOP Scheme;
`
`‘Tmnsferee Company’ means Sun Pharmaceutical Industries Limited, a
`company registered under the Act and having its registered office at
`SPARC, Tandalja, Vadodara — 3.90020, Gujarat, lndia;
`
`‘Undertaking’ shail mean the entire business and the whole of the
`undertakings of the 'l"ransleror Company as a going concern, all its assets,
`rights, licenses and powers, and ail its debts, outstandings, liabilities, duties,
`obligations and employees as on the Appointed Date including, but not
`limited to, the following:
`
`(i)
`
`the assets and properties (whether movcable or inunoveable,
`Ait
`tangible or intangible, real or personal, in possession or reversion,
`corporeal or
`incorporeal, present,
`future or contingent) of the
`Transferor Company, whether situated in India or abroad, including,
`but not
`limited to manufacturing facilities,
`laboratories,
`land
`(whether
`leasehold or
`fi'eehold), processing plants, plant and
`machinery, computers, equipment, buildings and structures, offices,
`residential and other premises, diesel generator sets, stock—in—trade,
`packing material,
`raw materials,
`formulations,
`tablets, capsules,
`vials, ointments, active pharmaceutical
`ingredients
`and drugs
`intermediaries, capital work in progress, sundry debtors, furniture,
`fixtures,
`interiors,
`office
`equipment,
`vehicles,
`appliances,
`accessories, power lines, depots, deposits, all stocks, stocks of fuel,
`assets,
`investments of
`all
`kinds
`(including shares,
`scripts,
`subsidiaries, stocks, bonds, debenture stocks, units or pass through
`certificates)
`including shares or other
`securities held by the
`Transferor Company in its subsidiaries, cash balances or deposits
`with banks, cheques on hand, loans, advances, contingent rights or
`benefits, book debts, receivables, actionable claims, earnest moneys,
`
`
`
`
`
`Page 6 of 31
`
`

`

`
`
`(ii)
`
`(iii)
`
`advances or deposits paid by the "l‘ransteror Company, financial
`assets,
`leases (including but not
`limited to lease rights of the
`Transferor Company), hire purchase contracts and assets, lending
`contracts, rights and benefits under any agreement, benefit of any
`security arrangements or under any guarantees, reversions, powers,
`bids, tenders, letters of intent, expressions of interest, development
`rights (whether vested or potential and whether under agreements or
`otherwise), municipal permissions, tenancies or license in relation to
`the office and for residential properties (including for the employees
`or other persons), guest houses, godowns, warehouses,
`licenses,
`fixed and other assets, intangible assets (including but not. limited to
`software), trade and service names and marks, patents, copyrights,
`designs
`and other
`intellectual property rights of any nature
`whatsoever, rights to use and avail of telephones, telexes, facsimile,
`email,
`inter-net,
`leased line connections and installations, utilities,
`electricity and other services, reserves, provisions, funds, benefits of
`assets or properties or other interest held in trust, registrations,
`contracts, engagements, arrangements ofall kind, privileges and all
`other rights, title, interests, other benefits (including tax benefits),
`assets held by or relating to any Transferor Company employee
`benefit plan, export
`incentives accrued, derivative instruments,
`forward contracts, insurance claims receivable, tax holiday benefit,
`incentives, credits (including tax credits), minimum alternative tax
`credit entitlement tax losses, rights, easements, privileges, liberties
`and advantages of whatsoever nature and wheresoever situate
`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 or in connection with or relating to the
`Transferor Company and all other interests of whatsoever nature
`belonging to or in the ownership, power, possession or the control of
`or vested in or granted in favour of or held for the benefit of or
`enjoyed by the 'l‘ransferor Company, in each case, whether in India
`or abroad.
`
`licenses, permits,
`All agreements, rights, contracts, entitlements,
`tax deferrals and
`permissions, incentives, approvals, registrations,
`benefits,
`subsidies, concessions, grants,
`rights, claims,
`leases,
`tenancy rights,
`liberties,
`special
`status and other benefits or
`privileges and claims as to any patents, trademarks, designs, quotas,
`rights, engagements, arrangements, authorities, allotments, security
`arrangements, benefits of any guarantees, reversions, powers and all
`other approvals of every kind, nature and description whatsoever
`relating to
`thc Transferor Company business
`activities
`and
`operations.
`
`process
`and
`engineering
`rights,
`property
`intellectual
`All
`information, software licenses (whether proprietary or otherwise),
`drawings,
`records,
`files, books, papers, computer programmes,
`manuals, data, catalogues, sales and advertising material,
`lists of
`present
`and former customers
`and suppliers, customer credit
`
`
`
`
`
`Page 7 of 31
`
`

`

`
`
`(W)
`
`(V)
`
`(vi)
`
`customer
`other
`information,
`pricing
`customer
`information,
`information and all other
`records and documents, whether
`in
`physical or electronic form, relating to the business activities and
`operations of the Transferor Company.
`
`Amounts claimed by the ’l‘ransfcror Company whether or not so
`recorded in the books of account of the Transferor Company from
`any Governmental Authority, under any law, act, scheme or rule,
`as refund of any tax, duty, eess or of any excess payment.
`
`Rights to any claim not preferred or made by the "I‘i'ansteior
`Company in respect of any refund of tax, duty, cess or other charge,
`including any erroneous or excess payment thereof made by the
`Transfcror Company and any interest. thereon, under any iaw, act,
`rule or scheme, and in respect of set—off, carry forward of un—
`absorbed
`losses,
`deferred
`revenue
`expenditure,
`deduction,
`exemption, rebate, allowance, amortization benefit, etc. whether
`under
`the Income Tax Act, 1961,
`the rules and regulations
`thereunder, or taxation laws of other countries, or any other or like
`benefits under the said acts or under and in accordance with any law
`or act, whether in India or anywhere outside India.
`
`All debts (secured and unsecured), liabilities including contingent
`liabilities, duties, leases of the 'l‘ransfcror Company and all other
`obligations of whatsoever kind, nature and description whatsoever
`and howsoever arising, raised or incurred or utilized. i’rovided that
`if
`there exists
`any reference in the
`security documents or
`arrangements entered into by the ’l'ransferor Company under which
`the assets of the "l‘ransferor Company stand offered as a security for
`any financiai assistance or obligation,
`the said reference shall be
`construed as a reference to the assets pertaining to the Undertaking
`of the Transferor Company vested in the Transferee Company by the
`virtue of the Scheme. The Scheme shalt not operate to enlarge the
`security for any Ioan, deposit or facility created by the 'IH'ansferor
`Company which shall vest in 'l‘ransferce Company by virtue of the
`amalgamation. The 'i‘ransferee Company shall not be obliged to
`create
`any
`further or
`additional
`security thereof after
`the
`amalgamation has become effective.
`
`(vii)
`
`All other obiigations of whatsoever kind, including liabilities of the
`Transferor Company with regard to their employees, or
`the
`employees of any of their subsidiaries, with respect to the payment
`of gratuity, pension benefits and the provident
`fund or other
`compensation or benefits, if any, whether in the event of resignation,
`death, voluntary retirement or retrenchment or otherwise;
`
`(viii)
`
`All permanent and temporary employees en gaged by the Transferor
`Company at various locations.
`
`All terms and words not defined in this Scheme shall, unless repugnant or contrary
`
`
`
`
`
`Page 8 of 31
`
`

`

`
`
`
`Maxed stare”imam;
`
`
`
`
`
`
`
`
`_____1..........................................
`
`2,990,000,000
`598,000,000 authoiised equity sha1es of face value iNR
`
`_
`5/"Cashmmmwmwmmmmmmmmmmmmmmmmm
`__
`_________________________
`
`10,000,000
`100,000 prefeience shates oi face value [NR 100/» each _I
`
`
`TOTAL ‘
`3,000,000,000
`
`
`
`
`
`
`to the context or meaning thereof, have the same meaning ascribed to them under
`the Act, the Securities Contracts (Reguiation) Act, 1956 and other applicable laws,
`rules, regulations, by~laws as the case may be or any statutory modifications or re—
`enactment thereof from time to time.
`
`2.
`
`SHARE CAPITAL
`
`2.1.
`
`Transform" Company
`
`The share capital of the ’1‘ransferor Company as on March 31, 2014 is as set out
`below:
`
`
`
`Particulars
`
`
`WWW”,.,,,,,,2,,WW,M,.,W,..,,:_._,_:.]____--__uAmount (TNR)
`
`
`issued,811bsc11bedand paidup share capital ..
`423 ,,779063 subseiibed, fullypaid up equity shares of
`_ face value INR 5/“ each.*
`_..
`_
`_
`__
`___________________________________________
`TOTAL
`,
`
`7
`
`2 118 8,95315
`'m WW,
`2,118,895,315
`
`.31.
`
`’1‘
`
`Includes 6,294,081 equity shares represented by the GDRs.
`The Transfcror Company intends to allot 26,747 equity shares on April 14,
`2014 to employees of the Transferor Company who have exercised their
`vested options under E80? 11 and ESOP 2005.
`
`As on the date of this Scheme, except as set out above, there is no change in the
`share capital ofthe Transferor Company.
`
`2.2.
`
`Transferee Company
`
`The share capital of the Transferee Company as on March 31, 2014 is as set out,
`below:
`
`
`
`, mmmm__mman1
`
`.Particuldré"
`
`
`
`
`
`
`Authorised Share capital
`3,000,000,000 authorised equity share capital of INR 1/—
`each.
`
`1010411 ..
`
`
`
`
`
`
`Issued, subscribed11111111111041}; sham capital
`2, 071 163, 910 subscaibed,
`tuliy—paid up equity shaies of
`
`
`
`TOTAL
`
`' 3,000,000,000
`
`2, 071,163 9111
`
`
`3,000,000,000
`
`
`
`________1
`__
`2071 163 ,910
`
`Page 9ofi 1
`f}\\‘--
`(LOB/7'O[1
`l
`
`
`
`
`Page 9 of 31
`
`

`

`
`
`there is no change in the share capital of the
`As on the date of this Scheme,
`'l‘ransferee Company from the share capital as set out above.
`
`2.
`
`3.
`
`The authorised share capital of the Transferor Company wit} be transferred to the
`Transferee Company as stated under Section 15 of the Scheme. l f required further,
`thereafter, upon the Scheme of Arrangement becoming finally cfi‘cctivc,
`thc
`Transferee Company will suitably enhance its authorised capital at the appropriate
`time.
`
`b)
`
`TRANSFER AND VES'I‘ING OF UNDER’I‘AKING
`
`Generally
`
`3.
`
`i.
`
`Upon the coming into effect of the Scheme and with effect from the Appointed
`Date and pursuant to the provisions of Section 394 and other applicable provisions
`of the Act, if any, the Undertaking of the Transferor Company shall, without any
`further act, instrument or deed, be and stand transferred to and / or vested in or be
`deemed to have been and stand transferred to or vested in the ’l‘ransferee Company
`as a going concem so as to become as and from the Appointed Date,
`the
`Undertaking of the Transferee Company by virtue of and in the manner provided in
`this Scheme,
`together with ail estate, rights,
`titles and interests and authorities
`including aecretions and appurtenances therein including dividends, or other
`benefits receivable.
`
`Yiflcmsfer ofAssets
`
`to
`
`Without prejudice to the generality of Section 3.1 above, upon the coming into
`effect of this Scheme and with effect from the Appointed Date:
`
`(i)
`
`(ii)
`
`All assets and properties of the Transfer-or Company as on the Appointed
`Date, whether or not included in the books of the ’l‘ransferor Company, and
`all assets and properties which are acquired by the Transferor Company on
`or after the Appointed Date but prior to the Effective Date, shall be deemed
`to be and shall become the assets and properties of the Transferee
`Company, and shall under the provisions of Sections 391 to 394 and all
`other applicable provisions, if any, of the Act, without any further act,
`instrument or deed, be and stand transferred to and vested in and be deemed
`to have been transferred to and vested in the Transferee Company upon the
`coming into effect of this Scheme pursuant to the provisions of Sections
`391 to 394 ofthe Act.
`
`In respect of such assets owned and belonging to the Undertaking of the
`Transferor Company 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 Transferce Company in pursuance of the provisions of Section 394
`and other applicable provisions of the Act.
`
`in rcSpect of movables other than those dealt with in Section 3.2 (ii) above
`including without any further act,
`instrument or deed of the Transferce
`
`
`
`
`
`Page 10 of 31
`
`

`

`
`
`(iV)
`
`Company the sundry debts, receivables, bills, credits, loans and advances, if
`any, whether recoverable in cash or in kind or for value to be received, bank
`balances, investments, earnest money and deposits with any Government,
`quasi government, local or other authority or body or with any company or
`other person,
`the same shall on and from the Appointed Date stand
`transferred to and vested in the Transferee Company without any notice or
`other intimation to the debtors (although the Transferee Company may
`without being obliged and if it so deems appropriate at its sole discretion,
`give notice in such form as it may deem fit and proper,
`to each person,
`debtor, or depositee, as the case may be, that the said debt, loan, advance,
`balance or deposit
`stands
`transferred and vested in the ’lransferee
`Company).
`
`All consents, permissions, licenses, permits, quotas, approvals, certificates,
`clearances,
`authorities,
`leases,
`tenancy,
`assignments,
`allotments,
`registrations,
`incentives,
`subsidies, concessions, grants,
`rights, claims,
`liberties, special status, other benefits or privileges and any powers of
`attorney given by,
`issued to or executed in favour of the Transferor
`Company including in relation to the Undertaking, and all
`rights and
`benefits which have accrued to the Transferor Company shall, under the
`provisions of Section 391 to 394 and other applicable provisions, if any, of
`the Act, stand transferred to and vested in, or shall be deem to be transferred
`to or vested in, the Transferee Company, as if the same were originally
`given by, issued to or executed in favour of the 'l‘ransferee Company, so as
`to become, as and from the Appointed Date, consents, permissions,
`licenses, permits, quotas, approvals, certificates, clearances, authorities,
`leases, tenancy, assignments, allotments, registrations, incentives, subsidies,
`concessions, grants, rights, claims, liberties, special status, other benefits or
`privileges and any powers of attorney of the rl‘ransfcree Company which are
`valid, binding and enforceable on the same terms, and the 'l“ransi:‘eree
`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.
`
`3.3. Without prejudice to the generality of Section 3.1 above, upon the coming into
`effect of this Scheme and with effect from the Appointed Date:
`
`6)
`
`All the liabilities including all secured and unsecured debts, whether in
`lndian rupees or
`foreign currency),
`sundry creditors, contingent
`liabilities, duties, obligations and undertakings of the 'l‘ransferor
`Company of every kind, nature and description whatsoever and
`howsoever arising,
`raised or
`incurred or utilized for
`its business
`activities and operations (the “‘Iiiabilities”) shall, without any further
`act, instrument or deed, be and the same shall stand transferred to and
`vested in or deemed to have been transferred to and vested in the
`
`Transferee Company without any further act, instrument or deed, along
`with any charge, lien, encumbrance or security thereon, and the same
`shall be assumed to the extent they are outstanding on the Effective
`Date so as to become as and from the Appointed Date,
`the debts,
`liabilities, duties and obligations of the ’l‘ransferee Company and further
`
`
`
`
`
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`
`
`that it shall not be necessary to obtain consent of any third party or other
`person who is a party to the contract or arrangements by virtue of which
`such debts,
`liabiiitics, duties and obligations have arisen,
`in order to
`give effect to the provisions of this Section. Further, all debts and loans
`raised, and duties, liabilities and obligations incurred or which arise or
`accrue to the Transferor Company on or after the Appointed Date till the
`Effective Date, shall be deemed to be and shall become the debts, loans
`
`liabilities and obligations incurred by the Transferee
`raised, duties,
`Company by virtue of this Scheme.
`
`Without prejudice to the foregoing provisions of this Section, upon the
`coming into effect of the Scheme, all debentures, bonds, notes or other
`debt securities and other instruments of like nature (whether convertibie
`into equity shares or not), including the NCDs shall, pursuant to the
`provisions of Sections 39] to 394 and other relevant provisions of the
`Act, without any further act,
`instrument or deed, become the debt
`securities of thc Transfer-cc Company on the same terms and conditions
`except to the extent modified under the provisions of this Scheme and
`all rights, powers, duties and obligations in relation thereto shall be and
`stand transferred to and vested in or be deemed to have been transferred
`
`to and vested in and shall be exercised by or against the Transferee
`Company as if it was the issuer of such debt securities, so transferred
`and vested. l f the debt securities (including the NCDs) are listed on any
`stock exchange,
`the same shall,
`subject
`to applicable law and
`regulations, be listed and/or admitted to trading on the relevant stock
`exchanges in India where the debt securities were listed and/or admitted
`to trading, on the same terms
`and conditions,
`subject
`to the
`requirements, ifany, imposed by the Stock Exchanges, unless otherwise
`modified in accordance with applicable law.
`
`Where any of the debts, iiabilities, ioans raised and used, liabilities and
`obligations incurred, duties and obligations of the Transferor Company
`as on the Appointed Date deemed to be transferred to the Transferee
`Company have been discharged by Transferor Company after
`the
`Appointed Date and prior to the Effective Date, such discharge shall be
`deemed to have been for and on account of the 'i"ransferce Company.
`
`ioans raised or used and all liabilities and obligations incurred by
`Ail
`the Transferer Company for the operations of the Transferor Company
`after the Appointed Date and prior to the Effective Date, shail, subject
`to the terms of this Scheme, be deemed to have been raised, used or
`incurred for and on behalf of the Transfcrec Company in which the
`Undertaking shall vest in terms of this Scheme and to the extent they
`are outstanding on the Effective Date, shall also without any further act
`or deed be and stand transferred to and be deemed to be transferred to
`
`the Transferee Company and shall become the debts, liabilities, duties
`and obligations of the Translbrcc Company which shall meet discharge
`and satisfy the same.
`
`The "i“ransferor Company may, if required, give notice in such form as it
`
`
`
`(ii)
`
`(iii)
`
`(iV)
`
`
`
`Page 12 of 31
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`
`
`(vi)
`
`(vii)
`
`may deem fit and proper to each party, debtor or borrower as the case
`may be that pursuant to the High Courts sanctioning the Scheme, the
`said debt, loan, advance, etc. be paid or made good or held on account
`of the Transferee Company as the person entitled thereto.
`
`The Transferec Company may, if required, give notice in such form as it
`may deem fit and proper to each person, debtor or borrower that
`pursuant
`to the High Courts having sanctioned the Scheme, the said
`person, debtor or borrower shail pay the debt, loan or advance or make
`good the same or hold the same to its account and that the right of the
`Transferee Company to recover or realise the same is in substitution of
`the right of the "l."ransferor Company.
`
`The transfer and vesting of the assets comprised in the Undertaking to
`and in the Transferee Company under this Scheme shall be subject to
`the mortgages
`and
`charges,
`if
`any,
`affecting the
`same. Aii
`encumbrances, if any, existing prior to the Effective Date over the assets
`of the Transferor Company which secures or reiate to the Liabilities
`shall, after the Effective Date, without any further act, instrument or
`deed, continue to relate and attach to such assets or any part thereof to
`which they are related or attached prior to the Effective Date and as are
`transferred to the Transfer-cc Company. Provided that if any of the assets
`of the 'I‘ransferor Company have not been encumbered in respect of the
`Liabilities, such assets shall remain unencumbered and the existing
`Encumbrance referred to above shall not be extended to and shall not
`
`operate over such assets. Further, such Encumbranccs shall not relate or
`attach to any of the other assets of the Transferor Company. The
`absence of any