Professional Documents
Culture Documents
GDA Technologies Limited is refer red to as the Transferor Compa ny. Larsen
Limited is,
dev eloping,
cons u ltancy
inter-alia,
engaged
manufacturin g hardware
services
in
the
areas
in the
and
of
business of
software
system
and
to
definition,
animation ,
graphics and
internet
and
to
act
as
Head-{tt::';;crounts
& Company Secretary
----
~.
Part A - Definitions
2.
3.
4.
5.
6.
In addition to the ab ove , the Scheme also provides for various other matters
co nsequential or oth e rwise integral to it.
PART A - DEFINITIONS
In this Scheme , unless repugnant to the meaning or context thereof , the
following expressions shall have the follow ing meanings:
A- 1.
A-2.
A-3.
'
0Ut11\
"Effecti ve Date" means the date on which all the formalities relating
to the sc heme of amalgamation are completed including filing of forms
with the respective Registrar of Companies.
"Schem e "
Transfero r Company for sanction , with or without any modifi cati on (s)
approved or imposed or directed by the said High Court/s.
A-7.
"Transfer ee
Company"
shall
mean
"Larsen
&
Toubro
ln fotech
company i ncorporated under the Companies Act, 1956 and having its
Registered
office
at
No.9-A,
Chinthamani
Nagar,
K.
K.
Pudur ,
"Undertaki ng" means the entire business and all the undertakings of
the Transfe ror Company and shal l
a)
inclu~e:
All the asse ts, properties, business and commercial rights or any other
assets of t he Transferor Company, whether appearing in the Financial
Statements or not, as on the Appoin ted Date (hereinafter referred to as
"the Assets").
b)
(a)
above,
th e
routers,
software
and
other
IT
equipment ,
allotments , approvals,
permits and
consents,
godowns, warehouses,
telex ,
All
re cords ,
files ,
papers,
enginee ring
and
process
information,
All prese nt and future liabilities including contingent liabilities and shall
further include any obligations under any licenses and/or permits.
PART
B -
CAPITAL
STRUCTURE
OF
THE
TRANSFEROR
COMPANY
AND
TRANSFEREE COMPANY
The authorized and the issued , subscribed and paid up share capital of the
Transferor Compa ny and Transferee Company are as under:
a)
The share capi tal of GDA Technologies Limited, the Transferor Company as
of 31 sr March, 2015 is as under:
Transferor Company
Rs.
SHARE CAPITAL
AUTHORIZED
Equity Shares of Rs. 10 each
Total
4,00,000
40,00 , 000
4,00,000
40,00,0 00
1,68, 197
16 , 81 , 970
1,68,197
16 , 81,970
1,68,197
16,81,970
ISSUED CAPITAL
Equity Shares of Rs. 10 each
SUBSCRIBED AND PAID - UP CAPITAL
Equity shares of Rs.10 e ach fully paid-up, of which
1,67,234
shares
are
held
by
the
Transferee
b)
Rs.
SHARE CAPITAL
AUTHORIZED
Equity Shares of Rs.5 eac h
Total
3,27,50,000
16 , 37 , 50 , 000
3,27,50,000
16,37,50,000
3,22,50 , 000
ISSUED CAPITAL
Equity Shares of Rs. 5 eac h
Limi ted
are
(L&T )
and
12
shares
he ld
by
c)
3,22,50,000
16,12, 50,000
Transferor Company
Nos.
Rs.
4 , 00,000
40,00,000
4,00,000
40,00,000
1,68,197
16, 81 , 970
1, 68,197
16 , 81 , 970
1,68,197
16,81,970
SHARE CAPlT AL
AUTHORIZED
Equity Shares of Rs. 1 O e ch
T otal
ISSUED CAPITAL
Equity Shares of Rs. 10 e ach
shares
are
held
by
the
Transferee
d)
Transfere e Company
Nos.
Rs.
SHARE CAPITAL
AUTHORIZED
Eq uity Shares of Re.1 eac h
Total
20,00,00,000
20,00,00,000
20,00,00,000
16,12,50,000
16, 12,50,000
ISSUED CAPITAL
Eq uity Shares of Re . 1 ea c h
~r
of
16, 12,50,000
16,12,50,000
16,12,50,000
Since 30th June, 2015, there has been no change in the authorized, issued ,
subscribed and p aid-up share capital of the Transferor Company and the
Transferee Company.
e)
it has been
to
Rs.24,00,00,000
(Twenty
Four
Crore
only)
divi ded
into
24,00,00,000 (T wenty Four Crore) equity shares of Re. 1 /- (Rupee One only )
each. However, as a result of the amalgamation of ISRC, there will not be
any change in t he subscribed and paid-up share capital of the Transferee
Company which will remain at Rs.16,12,50,000 (Sixteen Crore Twelve Lakh
Fifty Thousand only) divided into 16, 12,50,000 (Sixteen Crore Twelve Lakh
Fifty Thousand) Equity shares of Re.1 each fully paid-up - 16, 12,49,940
res held by Larsen
iduals jointly and on behalf of LEtT. The approval of the High Court of
C -
AMALGAMATION
OF THE TRANSFEROR
COMPANY WITH
THE
TRANSFEREE COMPANY
Transfer and Vesting of the Undertaking
Upon coming into effect of this Scheme and with effect from the Appointed
Date:
C-1.
shall under t he provisions of Sections 391 to 394 of the Act and pursuant
to the orders of the High Court at Judicature at Bombay or any other
appropriate authority sanctioning this Scheme and without further act,
instrument or deed, stand transferred to and vested in the Transfer
Company so as to become the properties and assets of the Trans
~
~
Company.
C-2.
ld (t>
"'k
~
....
~--
C-3.
For the remov l of doubts, it is clarified that to the extent that there
are
inter-company
loans,
deposits,
obligations,
balances
or other
..,.... ,;,
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C-5.
. ./ , ./ j
i .
Legal Proceedings:
Upon the coming into effect of this Scheme , all suits, actions , legal ,
'""- :.:..;,~~
C-6.
a.
Contracts:
Upon the coming into effect of this Scheme,
incentives ,
licen ses,
engagements ,
approvals ,
and
~ive
b.
The Transferee Company may , at any time after the coming into effect
ot'this Scheme in accordance with the provisions hereof, if so required ,
under any law or otherwise , enter into, or issue or execute deeds ,
writings , confirmati ons, novations, declarations, or other documents
with, or in favour o f any party to any contract or arrangement to which
the Transferor Com p any was a party or any writings as may be necessary
to be executed in o rder to give formal effect to the above provisions .
The Transferee Company shall, under the provisions of Part C of this
Scheme, be deemed to be authorised to execute any such writings on
behalf of the Tran sferor Company to carry out or perform all such
for the purposes referred to above
C-7.
Employe es
(a )
settlement ,
if any,
entered into
by
the Transferor
With regard to provident fund and gratuity fund or any other special
funds or schemes created or existing for the benefit of such employees
(herein after referred
to as the
Compa ny,
Scheme
upon
the
"said Funds")
becoming
of the Transferor
effective,
the Transferee
Compq ny shall stand substituted for the Transferor Company for all
purposes whatsoever relating to the administration or operation of
such
sc hemes
or
funds
in
relation
to
the
obligations
to
make
sc hemes
or
funds
in
the
respective
trust
deeds
or other
documents. It is the aim and intent of the Scheme that al l the rights,
duties, powers and obligations of the Transferor Company in relation
to such Funds shall become those of the Transferee Company. In the
event t h at trustees are constituted as holders of any securities, trust
funds or trust monies, in relation .to any provident fund trust, gratuity
trust, superannuation trust, welfare trust, or any other such trust
existing for the benefit of the employees of the Transferor Company,
such fu nds shall be transferred by such trustees of the trusts of the
Transfe r or Company,
Transfe r ee Company if set up for the same purpose and object and
shall be deemed to be a transfer of trust property from one set of
trustees to another set of trustees in accordance with the provisions of
the relev ant labour laws, Indian Trusts Act, 1882, the Income Tax Act,
*
)-
'<7d~<ib,;.~~~
trust(s)
r:
of
the
Transferee
Company
and/or
continued
by
the
~
~~~~~ ~
ompany sh a ll
~(~
~.p~"' 0 " in this regard.
the
Transferee
Company
for
each
of
the
erstwhile
Upon the coming into effect of this Scheme, the directors of the
Transferor Company will not be entitled to any directorship in the
Transferee Company by virtue of the provisions of this Scheme .
C-8.
the
C -9.
T ransferor
Company is
held
by the Transferee
Company
and
its
Centre
Pri v ate
Limited
(ISRC),
Jnfor..a.'d~,.;""-
another
then the
only )
each ,
without
any
further
act,
instrument
or
deed .
the
No.
(b )
With effect from the Appointed Date and upon the Scheme becoming
effective, any tax credits, tax receivables,
advance/prepaid taxes,
the unabsorbed
~.
,
(
business and activities and stand possessed of its properties and assets
for and on account of and in trust for the Transferee Company and all
profits accruin g to the Transferor Company or losses arising or incurred
by it shall for all purposes be treated as the profits or losses of the
Transferee Company as th e case may be .
(b)
(c)
The Transfero r Company shall not undertake any new business or any
substantial e xpansion of its existing business or change the general
character or nature of its business except with the corcurrence of the
Transferee Co m pany.
E-2 .
(a)
Dividend:
The Transferor Company and the Transferee Company shall be entitled
to declare and pay dividend s, whether interim or final,
to their
The holders of the equity shares of the- Transferor Company and the
Transferee Com pany shall, save as expressly provided otherwise in this
Scheme contin ue to enjoy their existin_.s rights under their respecti ve
Articles of Association including the right to receive dividends .
(c)
D 2.
(a)
Transferor
Company
shall
be
recorded
in
the
books
of
the
Company to ensure
that the
The difference between the net assets (assets less liabilities) and
reserves of the Transferor Company transferred to the Transferee
Company, af ter making the adjustments as mentioned in this Scheme
above shall b e adjusted in the reserves .
Company
and
Transferee
the Delegate of th e
Company
may
give
and
are
authorised to dete rmine and give all such directions as are necessary
including directions for settling or removing any question of doubt or
difficulty that may arise and such determination or directions , as th e
case may be, sha ll be binding on all parties, in the same man ner as if
the same were sp cifically incorporated in this Scheme.
E-7.
(a)
Taxes:
Any tax liabilities under the Income Tax Act, 1961, Customs Ac t, 1962,
Central Excise Act , 1944, State Sales Tax laws, Central Sales Tax Ac t,
1956, Services Tax , applicable State VAT laws or other applicable l aw s I
regulations dealin g with taxes I duties I
Any
refund
(c)
Transferee Company.
All taxes (including income tax , customs duty, service tax, etc.) paid or
payable by the Tra nsferor Company in respect of the operations and/or
the profits of the business before the Appointed Date , shall be on
account of the Transferor Company and, in so far as it relates to the tax
payment
(includin g,
without
limitation,
custom
duty,
income
tax ,
II~
/n~~o
~~
--....__......-
--..
oming into effect of this Scheni'e , the resolutions , if any , of
continue to be va lid
E-5 .
E-6.
(a)
The Transfe ror Company and the Transferee Company may ass en t from
time to time on behalf of all persons concerned to any modifications or
amendments or additions to this Scheme or to any conditions or
limitations w hich either the Boards of Directors or a committee or
committees of the concerned Board or any Director authorised in that
behalf by the concerned Board of Directors (hereinafter referred to as
the
"Delegates")
of the
Transferor
Company
and
the Transferee
...
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t~x
..,so~ "':."'~':1_,,u.~~
~n~~~;;~::~-;~"l %
1N
& l:I ~ ~ Q
'.:::'!
~fits
~/J-ransferee
c:fordi ngly.
.-
(d)
E-8.
or
regulatory
authority ,
creditor,
lessor,
or
case
of
Transferee
Company..
and
with
the
Registrar
of
Tr~sfe
ompany,
Scheme shall become null and void, and each party shall bear its
respective costs, charges and expenses in connection with the Scheme
of Amalgam a tion .
F-2.
(a)
~nd/or
sanctioned by the High Court/s and / or order or orders not being passed
as aforesaid , this Scheme shall stand revoked/ cancelled and be of no
effect and be come null and void and in that event no rights and
liabilities wh atsoever shall accrue to or be incurred inter se by the
parties or the shareholders or creditors or employees or any other
person save a1d except in respect of any act or deed done prior thereto
as is contem plated hereunder or as to any right, liability or obligation
which has ari sen or accrued pursuant thereto and which shall be
governe d an d be preserved or worked out in accordance with the
applicable law.
(b)
the
drawn
up
orders
with
any
authority
a~d / or
could
have
adverse
. ,"'
All costs, charges, levies and expenses including any taxes and duties of
the Transferor Company and Transferee Company respectively in
relation to or in connection with this Scheme and incidental to the
completi on
of the
amalgamation
of the
Transferor
Company in
********************
For Larsen