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SCHEME OF ARRANGEMENT AND AMALGAMATION BETWEEN
Samco Commodities Limited
AND
Samco Securities Limited
AND
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PREAMBLE

This Composite Scheme of Arrangement and Amalgamation is presented pursuant to Sections 233,together with sections 13 and 14 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under,Section 2(1B), 47 and other relevant provisions of the Income- Tax Act, 1961 for:

  • Amalgamation of “Samco Commodities Limited” or “Transferor Company”) with “Samco Securities Limited”or “Transferee Company”) on a going concern basis;

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

PARTS OF THE SCHEME

Though this Scheme is divided into various parts, for the purpose of convenience, it is to be implemented as a single inseparable comprehensive Composite Scheme of Arrangement. This Composite Scheme of Arrangement and Amalgamation is divided into the following parts:

  • Part Ideals with Definitions, Introduction, Nature of Business and Share Capital Structure;
  • Part II deals with the Rationale of the Scheme;
  • Part III deals with Amalgamation of the Transferor Company into the Transferee Company
  • Part IV deals with general terms and conditions applicable to the Scheme;

DEFINITIONS AND SHARE CAPITAL

  • DEFINITIONS:
    In this Scheme of Arrangement and Amalgamation, unless inconsistent with the subject or context, the following expressions shall have the following meanings:
  • “Act” means the Companies Act, 2013 and the Rules and Regulations made thereunder shall include any statutory modifications, alterations, re-enactment or amendments thereof for the time being in force.
  • “Appointed Date” means 1st of April 2019 or such other date as the NCLT, Mumbai or Regional Director or other competent authority may otherwise direct/fix.
  • “Board of Directors” or “Board” means the Board of Directors of the Samco Commodities Limited and Samco Securities Limited, as the case may be, and unless repugnant to the subject, context or meaning thereof, shall be deemed to include every committee including any committee of Directors or any person authorized by the Board of Directors or by any such committee.
  • “Effective Date” or “coming into effect of this Scheme” means the date on which the Certified copies of Regional Director order(s) vesting the assets, properties, liabilities, rights, duties, obligations and the like of the Transferor Company in the Transferee Company are filed with the appropriate Registrar of Companies.
  • “Intellectual Property” means all patents, copyrights, designs, trademarks, trade names, service marks, service names, domain names, email addresses, websites including all contents of websites, trade dress, logos and corporate names, both primary and secondary, trade secrets, know-how, inventions, processes, systems, computer software, data, reports, instructions, source code, machine code, documentation, manuals, algorithms, flow-charts, diagrams, drawings, notes, exploitation of any present or future technologies, other confidential information, including proposals, financial and accounting data, business and marketing plans, customers and suppliers list, sales targets, sales statistics, market share statistics, marketing surveys and reports, marketing research and any advertising or other promotional and related information and any database (electronic or otherwise) containing any of the foregoing, and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist in India or in any other part of the world including registrations and applications for registrations of any of the foregoing in any jurisdiction and the rights to apply for the same, in each case by whatever name called and whether or not registered.
  • “Governmental Authority” 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 and shall include any other Authority which supersedes the existing Authority.
  • “National Company Law Tribunal” or “NCLT” shall mean the National Company Law Tribunal, Mumbai Bench.
  • “Regional Director” means the regional director, western region, to whom this scheme of amalgamation in its present form is submitted for sanctioning under section 233 of the Act
  • “Registrar of Companies” or “ROC” means the Registrar of Companies, Mumbai at Maharashtra.
  • “Scheme” or “the Scheme” or “this Scheme” or “this Scheme of Arrangement and Amalgamation” means this Scheme of Arrangement and Amalgamation in its present form (along with any Annexures/Schedules etc., annexed/attached hereto) or with any modification(s) and amendments madeof this Scheme from time to time and with appropriate approvals and sanctions as imposed or directed by the Central Government (Regional Director, Mumbai) or the National Company Law Tribunal or such other Competent Authority, as may be required under the Act, as applicable, and under all other applicable laws.
  • “Transferee Company” means “Samco Securities Limited”, a public Company Incorporated under the Companies Act 1956, CIN: U67120MH2004PLC146183 having its Registered office at 1004, A Wing, Naman Midtown 10th Floor Senapati Bapat Marg, Prabhadevi Mumbai City MH 400013 IN
  • “Transferor Company” means “Samco Commodities Limited, a public Company Incorporated under the Companies Act 1956, CIN: U74900MH2013PLC239589, having its Registered Office Situated at Samruddhi House,Plot No.66,Bhaudaji Cross Lane,opp South Indian Gymkhana,Matunga (C.R) MUMBAI City MH 400019 IN.
  • “Transferred Undertaking” means and includes the whole of the undertaking of Transferor Company, as on the Appointed Date and includes (without being limited to) the following:
    • all assets of Transferor Company, wherever situated, as are movable in nature, whether present, future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal, including without limitation, current assets, furniture, fixtures, appliances, accessories, office equipment, communication facilities, installations, vehicles, utilities, actionable claims, earnest monies, security deposits and sundry debtors, bills of exchange, inter corporate deposits, financial assets and accrued benefits thereto, insurance claims recoverable, prepaid expenses, outstanding loans and advances recoverable in cash or in kind or for value to be received (including capital advances), provisions, receivables, funds, cheques and other negotiable instruments, cash and bank balances and deposits including accrued interests thereto with Governmental Authority, other authorities, bodies, customers and other persons, benefits of any bank guarantees, performance guarantees, corporate guarantees, letters of credit and tax related assets (including service tax, input credits, CENVAT credits, value added tax, sales tax, entry tax credits or set-offs and any other tax benefits, exemptions and refunds); (hereinafter referred to as the “Assets”);
    • all present and future liabilities including loans, debts, borrowings, obligations, duties, forward contract liability, cash credits, bills discounted, deferred income, contingent liability and liabilities (including present, future and contingent liabilities) pertaining to or arising out of activities or operations of the Transferor Company, including obligations relating to guarantees in respect of borrowings and other guarantees, whether provided for or not in the books of account of the Transferor Company and whether disclosed or undisclosed in its balance sheet (hereinafter referred to as “Liabilities”)
    • all immovable properties (i.e., land together with the buildings and structures standing thereon or under construction) (whether freehold, leasehold, leave and licensed or otherwise) including any tenancies in relation to office space, guest houses and residential premises including those provided to/occupied by the employees of the Transferor Company and documents of title, rights and easements in relation thereto;
    • all investments of the Transferor Company including in the form of shares, scrips, stocks, bonds, debentures, debenture stock, units or pass through certificates and other securities and instruments, including all rights, interest and entitlement in relation thereto and rights and options exercised and application or subscription made for or in relation thereto (“Investments”);
    • all permits, licenses, permissions, approvals, consents, municipal permissions, benefits, registrations, rights, entitlements, certificates, clearances, authorities, allotments, quotas, no- objection certificates, exemptions, approvals, consents, subsidies, tenancies, benefit of any deposits, privileges, all other rights and exemptions and other benefits of any application made therefore of the Transferor Company including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereof, including applications made in relation thereto and the right to use and avail of telephones, telexes, facsimile connections and installations, and other communication facilities, power lines, water pipelines, and all other utilities and services of every kind, nature and description whatsoever held by the Transferor Company or to which the Transferor Company is entitled to as on the Appointed Date (“Licenses”);
    • all benefits, entitlements, incentives and concessions under incentive schemes and policies including under customs, excise, service tax, VAT, sales tax and entry tax and income tax laws, subsidy receivables from Government, grants from any Governmental Authority, benefit availed under any incentives scheme of the Government, all other direct tax benefit/ exemptions/ deductions, sales tax deferrals, to the extent statutorily available to the Transferor Company, along with associated obligations (“Benefits”);
    • all contracts, agreements, memorandum of understanding, bids, tenders, expressions of interest, letters of intent, commitments including to clients, and other third parties, hire and purchase arrangements, other arrangements, undertakings, deeds, bonds, investments and interest in projects undertaken by the Transferor Company, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise, to which the Transferor Company are a party, or to the benefit of which the Transferor Company may be eligible (“Contracts”);
    • all intellectual property rights of the Transferor Company, including pending applications (including hardware, software, source codes, parameterization and scripts), registrations, goodwill, logos, trade names, trademarks, service marks, copyrights, patents, technical knowhow, trade secrets, domain names, computer programmes, moral rights, development rights, finished and ongoing research and development programs and all such rights of whatsoever description and nature, whether or not registered, owned or licensed, including any form of intellectual property which is in progress (“Intellectual Property”);
    • (i) all employees of the Transferor Company, whether permanent or temporary, engaged in or in relation to the Transferor Company as on the Effective Date and whose services are transferred to the Transferee Company (“Transferred Employees”), all provisions and benefits made in relation to such employees including provident funds, registrations and reserves and contributions, if any, made towards any provident fund, employees state insurance, gratuity fund, staff welfare scheme or any other special schemes, funds or benefits, existing for the benefit of such employees of the Transferor Company (“Funds”), together with such of the investments made by these Funds, which are preferable to such employees;
    • all legal (whether civil or criminal), taxation or other proceedings or investigations of whatsoever nature (including those before any Governmental Authority) that pertain to the Transferor Company, initiated by or against the Transferor Company or proceedings or investigations to which the Transferor Company are a party to, whether pending as on the Appointed Date or which may be instituted any time in the future (“Proceedings”);
    • all taxes, duties, cess, etc., that are allocable, referable or related to the Transferor Company, including all credits under Income tax Act, including MAT credit, book losses (if any), all or any refunds, interest due thereon, credits and claims relating thereto;
    • all books, records, files, papers, engineering and process information, databases, catalogues, quotations, advertising materials, lists of present and former credit, and all other books and records, whether in physical or electronic form, of the Transferor Company; and
    • all other interest, provisions, benefits and advantages of agreements, contracts, deeds, leases, allotments, arrangements, authorizations, concessions, easements, engagements, exemptions, liberties, and all other interests wheresoever situated, belonging to or in the ownership, power or possession and under the control of or vested in or, granted in favor of or enjoyed by or arising to the Transferor Company
  • “Tribunal” means the National Company Law Tribunal, Mumbai Bench having jurisdiction in relation to the Transferor Company and Transferee Company.
  • “Central Government” means the Regional Director, Mumbai Jurisdiction in relation to the Transferor Company and Transferee Company

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

  • References to “Persons” shall include Individuals, Bodies Corporate (wherever incorporated), Un-incorporated Associations and Partnerships;
  • The headings are inserted for case of reference only and shall not affect the construction or interpretation of the relevant provision of this Scheme;
  • Any Phrase introduced by the terms “including”, “include” or any similar expression shall be construed without limitation;
  • References to one gender includes all genders; and
  • Words in the singular shall include the plural and vice-versa.
  • When the number of days prescribed in this Scheme, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day does not fall on a business day, in which case the last day shall be the next succeeding day that is a business day.
  • The Schedules/Annexures to this Scheme form an integral and inseparable part of this Scheme

3. DATE OF TAKING EFFECT AND OPERATIVE DATE:
The Scheme shall be effective in its present form or with any modification(s) approved or imposed or directed by the Central Government (Regional Director), Tribunal or any other appropriate authority from the Appointed Date, but shall be operative from the Effective Date.

4. INTRODUCTION:

  • Samco Commodities Limited or “Transferor Company”) was originally incorporated under the Companies Act 1956 under the name and style of “Samco Commodities Limited” on 14thJanuary 2013 with the CIN: U74900MH2013PLC239589, having its Registered Office originally at Samruddhi House, Plot No.66,Bhaudaji Cross Lane, opp South Indian Gymkhana,Matunga (C.R) MUMBAI City MH 400019. Transferor Company is a wholly owned subsidiary Company of the Transferee Company, Which direct holds 100% equity in its own name
  • Samco Securities Limited or “Transferee Company” was originally incorporated under the Companies Act 1956 under the name and style of “Samco Securities Limited” on 10th May 2004 with CIN: U67120MH2004PLC146183, having its Registered Office1004, A Wing, Naman Midtown 10th Floor Senapati Bapat Marg, Prabhadevi Mumbai 400013 IN.

NATURE OF BUSINESS:

  • The Transferor Companyis primarily engaged in the business activities ofcommodities broking, sub brokers, market makers, arbitrageurs, and / or hedgers in agriculture product and members and participate in trading, settlement and other activities of commodity exchange/s) face-lifting permitted under the law of India.
  • The Transferee Company is primarily engaged in the business activities of the stock broking as a member of any recognized stock exchange in India to act as share transfer agent, custodians, advisers and depositary participants and other ancillary activities.

5. CAPITAL STRUCTURE:

  • The Share Capital of the Transferor Company as on 31st March, 2020 is as under:
    Particulars Amount
    (in Rs.)
    Authorized Share Capital:
    3,20,000 Equity Shares of Rs.10/- each
    1,00,000Preference Shares of Rs.10/- each

    32,00,000/-
    10,00,000/-
    TOTAL 42,00,000/-
    Issued, Subscribed and Paid-up Share Capital: 3,02,498 Equity Shares of Rs.10/- each
    1,00,000 Preference Shares of Rs.10/- each
    30,24,980/-
    10,00,000/
    TOTAL 40,24,980/-

    Subsequent to the balance sheet date, there is no change in the Authorized, Issued, Subscribed and Paid up Capital of the Transferor Company.

  • The Share Capital of Transferee Company as on 31st March, 2020 is as under:
    Particulars Amount
    (in Rs.)
    Authorized Share Capital:
    17,50,000 Equity Shares of Rs.10/- each
    2,00,000Preference Shares of Rs.10/- each

    1,75,00,000/-
    20,00,000/-
    TOTAL 1,95,00,000/-
    Issued, Subscribed and Paid-up Share Capital:
    16,40,000 Equity Shares of Rs.10/- each
    2,00,000 Preference Shares of Rs.10/- each

    1,64,00,000/-
    -----
    TOTAL 1,64,00,000/-

    Subsequent to the balance sheet date, there is no change in the Authorized, Issued, Subscribed and Paid up Capital of the Transferee Company.

PART II
RATIONALE OF THE SCHEME

RATIONALE:

  • The Amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits:
    • The primary objective behind the merging of the Samco Securities Limited and Samco Commodities Limited is to be integration of broking activities in Equity markets and Commodity Derivatives Markets under single entity i.e.the transferee company (Samco Securities Limited) which is allowed after the gazette notification issued by the Security Exchange Board of India dated September 21, 2017-SEBI Circular SEBI/HO/MIRSD/ MIRSD1/ CIR/P /2017 /104
    • Merging of SAMCO Commodities Limited with SAMCO Securities Limited is to reap the benefits of economies of scale as both the companies are engaged in business operations of similar line of products i.e.Broking activities in Stock Market and Commodity Derivatives Market.
    • The clients will be able to utilize their capital more efficiently as with single leger, they can take positions in both Stocks and Commodities market at the same time, which earlier was not possible due to different entities of Stocks and Commodities
    • Greater size, scale integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value;
    • The synergies that exist between the two entities in terms of products and resources can be put to the best advantage of all stakeholders;
    • The amalgamated entity will have operational business synergies which would enable leveraging the existing customer network of Samco Commodities Limited and servicing/marketing setup for better penetration on a pan India level leading to increased competitive strength and efficiencies;
    • The amalgamation will result in increased financial strength and flexibility, and enhance the ability of the amalgamated entity to undertake to Broking in Stock Markets and Commodity Derivatives Markets on a pan India basis, thereby contributing to enhancement of future business potential;
    • Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, improved procurement and the elimination of duplication;
    • The amalgamated entity will benefit from improved organizational capability and leadership arising from combination of people who have the diverse skills, to compete successfully in an increasingly competitive industry;
    • The amalgamated entity would enable transfer/leverage of knowledge between the various functional teams for improving productivity, MIS, cost reduction and inventory management initiatives;
    • General and administrative cost reduction and productivity gains by pooling of financial, managerial and technical resources, personnel capabilities, skills, expertise and technologies of the Parties

PART III
AMALGAMATION

7. AMALGAMATION OF TRANSFEROR COMPANY WITH TRANSFEREE COMPANY

  • Transfer and Vesting of the Transferor Company Upon this Scheme becoming effective, on and from the Appointed Date, the Transferred Undertaking of Transferor Company shall, together with all its Assets, rights, Benefits, interests, Licenses, Contracts, Investments, Intellectual Property, Liabilities, Proceedings, Transferred Employees and obligations, subject to the provisions of clause 7.2 hereof in relation to the mode of vesting, and without any further deed or act and in accordance with Sections 233 (9)of the Companies Act, 2013 and all other applicable provisions of law, be transferred to and vested in and be deemed to have been transferred to and vested in, the Transferee Company, as a going concern so as to become on and from the Appointed Date the estates, assets, rights, claims, title, interest and authorities of the Transferee Company.
  • Without prejudice to the generality of the foregoing and to the extent applicable, unless otherwise stated herein, upon the order of the National Company Law Tribunal sanctioning this Scheme, the following shall become effective, on and from the Appointed Date:
  • ASSETS
    • In respect of such assets of the Transferor Company as are moveable in nature or are otherwise capable of transfer by delivery of possession (including cash in hand), payment or by endorsement and delivery, the same shall stand transferred to and be vested in the Transferee Company and shall become the property of the Transferee Company. The vesting pursuant to this clause shall be deemed to have occurred by manual delivery or endorsement, as appropriate to the property being vested and title and ownership to the property shall be deemed to have been transferred accordingly, without requiring execution of any deed or instrument of conveyance for the same.
    • In respect of such assets of the Transferor Company as are or represent Investments registered and/or held in any form by or beneficial interest of which is owned by the Transferor Company, the same shall stand transferred/transmitted to and be vested in and/or be deemed to have been transferred/transmitted to and vested in the Transferee Company, together with all rights, benefits and interest therein or attached thereto, without any further act or deed and thereupon the Transferor Company shall cease to be the registered and/or the beneficial owner of such investments. The Transferor Company shall be deemed to be holding such investments for and on behalf of and in trust for and for the benefit of the Transferee Company and all profits or dividends and other rights or benefits accruing/paid/distributed on such investments and all taxes thereon, or losses arising or expenses incurred relating to such investments, shall, for all intent and purposes, be treated as the profits, dividends, rights
    • benefits, taxes, losses or expenses, as the case may be, of the Transferee Company.
    • In respect of such of the moveable assets belonging to the Transferor Company other than those specified in clause 7.3.a and 7.3.b hereof, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or value to be received, bank balances and deposits, if any, with government, semi-government, local and other authorities, bodies and customers, etc., the same shall (notwithstanding whether there is any specific provision for transfer of credits, assets or refunds under the applicable laws, wherever applicable), without any further act, instrument or deed by the Transferor Company or the Transferee Company or the need for any endorsements, stand transferred from the Transferor Company to and in favour of the Transferee Company. Any security, lien, encumbrance or charge created over any assets in relation to the loans, debentures or borrowings or any other dues of the Transferor Company, shall, without any further act or deed, stand transferred to the benefit of the Transferee Company and the Transferee Company will have all the rights of the Transferor Company to enforce such security, lien, encumbrance or charge, by virtue of this Scheme.
    • All immovable properties of the Transferor Company (i.e., land together with the buildings and structures standing thereon or under construction) (whether freehold, leasehold, leave and licensed or otherwise) including any tenancies in relation to warehouses, office space, guest houses and residential premises including those provided to/occupied by the Transferred Employees and all documents of title, rights and easements in relation thereto and all plant and machineries constructed on or embedded or attached to any such immovable properties and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties, shall stand transferred to and be vested in and be deemed to have been transferred to and vested in the Transferee Company, without any further act or deed done/executed or being required to be done/executed by the Transferor Company or the Transferee Company or both. The Transferee Company shall be entitled to exercise and enjoy all rights and privileges attached to the immovable properties and shall be liable to pay the ground rent and taxes and fulfill all obligations and be entitled to all rights in relation to or as applicable to such immovable properties.
  • LICENSES
    All Licenses relating to the Transferor Company shall stand transferred to and be vested in the Transferee Company, without any further act or deed done by the Transferor Company or the Transferee Company and be in full force and effect in favor of the Transferee Company, as if the same were originally given to, issued to or executed in favor 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.
  • BENEFITS, ENTITLEMENTS, INCENTIVES AND CONCESSIONS
    All Benefits, entitlements, incentives and concessions under incentive schemes and policies that the Transferor Company is entitled to, including under customs, excise, service tax, VAT, sales tax and entry tax and Income tax laws, subsidy receivables from Government, grants from any governmental authority, direct tax benefit/ exemptions/ deductions, shall, to the extent statutorily available and along with associated obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions.
  • CONTRACTS
    • All Contracts of the Transferor Company which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favor of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or oblige thereto.
    • The Transferee Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enter into any arrangement, confirmations or notations in order to give formal effect to the provisions of this clause if so required or if it becomes necessary.
    • Any inter-se contracts between the Transferor Company on one hand and the Transferee Company on the other hand shall stand cancelled and cease to operate upon the coming into effect of this Scheme.
    • All guarantees provided by any bank in favor of the Transferor Company outstanding as on the Effective Date, shall vest in the Transferee Company and shall ensure to the benefit of the Transferee Company and all guarantees issued by the bankers of the Transferor Company at the request of the concerned Transferor Company favoring any third party shall be deemed to have been issued at the request of the Transferee Company and continue in favor of such third party till its maturity or earlier termination
  • INTELLECTUAL PROPERTY
    All Intellectual Property of the Transferor Company shall stand transferred to and be vested in the Transferee Company and be in full force and effect in favor of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or oblige thereto.
  • TRANSFERRED EMPLOYEES
    • All Transferred Employees of the Transferor Company shall be deemed to have become the employees and staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on terms and conditions no less favorable than those on which they are engaged by the Transferor Company, as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefit, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits.
    • The Transferee Company agrees that the services of all Transferred Employees with the Transferor Company prior to the transfer, shall be taken into account for the purposes of all benefits to which such Transferred Employees may be eligible, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and other retirement benefits and accordingly, shall be reckoned from the date of their respective appointment in the Transferor Company. The Transferee Company undertakes to pay the same, as and when payable under applicable laws. For avoidance of doubt, in relation to those Transferred Employees for whom the Transferor Company are making contributions to the Government Provident Fund, the Transferee Company shall stand substituted for the Transferor Company for all purposes whatsoever, including in relation to the obligation to make contributions to such Funds in accordance with the provisions of such Funds, bye-laws, etc. in respect of the Transferred Employees.
    • All contributions made by the Transferor Company on behalf of the Transferred Employees and all contributions made by the Transferred Employees including the interests arising thereon, to the Funds and standing to the credit of such Transferred Employees’ account with such Funds, shall, upon this Scheme becoming effective, be transferred to the funds maintained by the Transferee Company along with such of the investments made by such Funds which are referable and allocable to the Transferred Employees and the Transferee Company shall stand substituted for the Transferor Company with regard to the obligation to make the said contributions.
    • The terms and conditions of service applicable to the Transferred Employees, on the Effective Date will not in any way be less favorable to them than those applicable to them immediately before the Effective Date.
    • The contributions made by the Transferor Company under applicable law in connection with the Transferred Employees, to the Funds, for the period after the Appointed Date shall be deemed to be contributions made by the Transferee Company.
    • The Transferee Company shall continue to abide by the agreement(s) and settlement(s) entered into with the employees by the Transferor Company, if any, in terms of such agreement(s) and settlement(s) subsisting on the Effective Date, in relation to the Transferred Employees
  • LIABILITIES AND SECURITY
    • All Liabilities of the Transferor Company, shall, pursuant to the provisions of Section 233(9) and other applicable provisions of the Companies Act, 2013, to the extent they are outstanding as on the Effective Date, without any further act, instrument or deed, stand transferred to and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations, etc., as the case may be, of the Transferee Company and shall be exercised by or against the Transferee Company, as if it had incurred such Liabilities.
    • The Transferee Company alone shall be liable to meet, discharge and satisfy the Liabilities as the borrower/creditor in respect thereof.
    • This Scheme shall not operate to enlarge or extend the security for any of the Liabilities and the Transferee Company shall not be obliged to create any further or additional securities after the Effective Date, unless otherwise agreed to by the Transferee Company with such secured creditors and subject to the consent and approval of the existing secured creditors of the Transferee Company, if any. Further, this Scheme shall not operate to enlarge or extend the security for any loan, deposit, credit or other facility availed by the Transferee Company, in as much as the security shall not extend to any of the assets forming part of the Transferred Undertaking.
    • In so far as the existing security in respect of the Liabilities is concerned, such security shall, without any further act, instrument or deed, be modified and shall be extended to and shall operate only over the assets forming part of the Transferred Undertaking of the Transferor Company, which have been charged and secured and subsisting as on the Effective Date, in respect of the Liabilities. Provided that if any of the assets forming part of the Transferred Undertaking of the Transferor Company have not been charged or secured in respect of the Liabilities, such assets shall remain unencumbered and the existing security referred to above shall not be extended to and shall not operate over such assets.
    • 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 Liabilities have arisen in order to give effect to the provisions of this clause.
    • It is expressly provided that, save as mentioned in this clause 7.2.g, no other term or condition of the Liabilities is modified by virtue of this Scheme, except to the extent that such amendment is required by necessary implication.
    • The Liabilities, if any, due or which may at any time in the future become due only inter-se the Transferor Company and the Transferee Company, shall stand discharged and there shall be no liability in that behalf on either company and corresponding effect shall be given in the books of account and records of the Transferee Company.
    • The Scheme shall not in any manner affect the rights and interests of the creditors of the Transferor Company or be deemed to be prejudicial to their interests and in particular the secured creditors of the Transferor Company (if any) shall continue to enjoy and hold charge upon their respective securities and properties.
  • LEGAL AND OTHER SUCH PROCEEDINGS
    All Proceedings transferred to the Transferee Company pursuant to the Scheme, shall not abate or be discontinued or in any way be prejudicially affected by reason of the amalgamation of the Transferor Company or by anything contained in this Scheme and the proceedings shall continue and any prosecution shall be enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted or enforced by or against the Transferor Company, as if this Scheme had not been made. The Transferee Company undertakes to have such Proceedings relating to or in connection with the Transferor Company, initiated by or against the Transferor Company, transferred in the name of the Transferee Company as soon as possible, after the Effective Date, and to have the same continued, prosecuted and enforced by or against the Transferee Company. The Transferee Company also undertakes to pay all amounts including interest, penalties, damages, etc., which the Transferor Company may be called upon to pay or secure in respect of any liability or obligation relating to the Transferor Company for the period from the Appointed Date up to the Effective Date and any costs incurred by the Transferor Company in respect of such proceedings started by or against it relatable to the period from the Appointed Date up to the Effective Date upon submission of necessary evidence by the Transferor Company to the Transferee Company for making such payment.
  • TAX TREATMENT
    • The tax deducted at source (“TDS”)/advance tax/ self- assessment tax/ Goods and Service tax (GST), if any, paid by the Transferor Company under the Income-tax Act, 1961 or any other statute in respect of income of the Transferor Company assessable for the period commencing from the Appointed Date shall be deemed to be the tax deducted from Goods and Service tax (GST)/advance tax/ self-assessment tax paid by the Transferee Company and credit for such Goods and Service tax (GST)/TDS/advance tax/self-assessment tax shall be allowed to the Transferee Company notwithstanding that certificates or challans for TDS/advance tax/self-assessment tax are in the name of the Transferor Company and not in the name of the Transferee Company
    • The income tax, if any, paid by the Transferor Company on or after the Appointed Date, in respect of income assessable from that date, shall be deemed to have been paid by or for the benefit of the Transferee Company. The Transferee Company shall, after the Effective Date, be entitled to file the relevant returns with the authorities concerned for the period after the Appointed Date notwithstanding that the period for filing such return may have elapsed. Further, the Transferee Company shall, after the Effective Date, be entitled to revise the relevant returns, if any, filed by the Transferor Company for any year, if so necessitated or consequent to this Scheme notwithstanding that the time prescribed for such revision may have elapsed.
    • Similarly, any other taxes including but not limited to service tax, value added tax, sales tax, goods and service tax paid by the Transferor Company on or after the Appointed Date, in respect of the period after such date shall be deemed to have been paid by or for the benefit of the Transferee Company. The Transferee Company shall be entitled to file the relevant returns with the authorities concerned for the period after the Appointed Date, notwithstanding that the time prescribed for filing such return may have elapsed. Further, the Transferee Company shall, after the Effective Date, be entitled to revise the relevant returns, if any, filed by the Transferor Company for any year, if so necessitated or consequent to this Scheme notwithstanding that the time prescribed for such revision may have elapsed.
    • Without prejudice to generality of the aforesaid, any concessional or statutory forms under the laws of the Central or State Sales Tax or Value Added Tax, Goods and Service Tax or local levies or any other tax related assets issued or received by the Transferor Company, if any, in respect of period commencingfrom the Appointed Date shall be deemed to be issued or received in the name of the Transferee Company and benefit of such forms shall be allowable to the Transferee Company in the same manner and to the same extent as would have been available to the Transferor Company.
  • BOOKS AND RECORDS
    All books, records, files, papers, engineering and process information, catalogues, quotations, advertising materials, if any, lists of present and former clients and all other books and records, whether in physical or electronic form, of the Transferor Company, to the extent possible and permitted under applicable laws, be handed over by them to the Transferee Company.
  • CONDUCT OF BUSINESS
    With effect from the Appointed Date and upto the Effective Date:
    • The Transferor Company shall carry on its business with reasonable diligence and commercial prudence and in the same manner as it had been doing hitherto;
    • The Transferor Company shall carry on and shall be deemed to have carried on all their business activities and shall hold and stand possessed and shall be deemed to have held and stood possessed of all the said assets, rights, title, interests, authorities, Contracts, investments and decisions, benefits for and on account of and in trust for the Transferee Company;
    • All obligations, liabilities, duties and commitments attached, related or pertaining to the Transferor Company shall be undertaken and shall be deemed to have been undertaken for and on account of and in trust for the Transferee Company;
    • All the profits and incomes accruing or arising to the Transferor Company and all expenditure or losses arising or incurred by the Transferor Company shall, for all purposes, be treated and be deemed to be the profits and incomes or expenditures and losses, as the case may be, of the Transferee Company;
  • The Transferor Company shall not undertake financial commitments or sell, transfer, alienate, charge, mortgage, or encumber or otherwise deal with or dispose of any undertaking or any part thereof save and except in each case:
    • if the same is in its ordinary course of business as carried on by it as on the date of filing this Scheme with the Regional director; or
    • if the same is expressly permitted by this Scheme; or
    • if the prior written consent of the Board of Directors of the Transferee Company has been obtained.
  • All assets acquired, leased or licensed, Licenses obtained, benefits, entitlements, incentives and concessions granted, Contracts entered into, Intellectual Property developed or registered or applications made thereto, Liabilities incurred and Proceedings initiated or made party to, between the Appointed Date and till the Effective Date by the Transferor Company shall be deemed to be transferred and vested in the Transferee Company. For avoidance of doubt, where any of the Liabilities as on the Appointed Date (deemed to have been transferred to the Transferee Company) have been discharged by the Transferor Company on or after the Appointed Date but before the Effective Date, such discharge shall be deemed to have been for and on behalf of the Transferee Company for all intent and purposes and under all applicable laws. Further, in connection with any transactions between the Transferor Company and the Transferee Company between the Appointed Date and upto the Effective date, if any service tax has been paid by the Transferor Company, then upon this Scheme becoming effective, the Transferee Company shall be entitled to claim refund of such service tax paid by the Transferor Company
  • With effect from the Effective Date, the Transferee Company shall carry on and shall be authorized to carry on the business of the Transferor Company and till such time as the name of account holder in the bank accounts of the Transferor Company is substituted by the bank in the name of the Transferee Company, the Transferee Company shall be entitled to operate such bank accounts of the Transferor Company, in its name, in so far as may be necessary
  • Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Transferor Company occurs by virtue of Part III of this Scheme itself, the Transferee Company may, at any time after the Effective Date, in accordance with the provisions hereof, if so required under applicable law or otherwise, give notice in such form, as may be required or as it may deem fit and proper or enter into or execute deeds (including deeds of adherence), confirmations, novations, declarations or other writings or documents as may be necessary and carry out and perform all such formalities and compliances, for and on behalf of the Transferor Company, including, with or in favor of and required by
    • any party to any Contract to which the Transferor Company is a party; or
    • any Governmental Authority or non-government authority, in order to give formal effect to the provisions of this Scheme.
      Provided however, that execution of any confirmation or novation or other writings or arrangements shall in no event postpone the giving effect to this Scheme from the Effective Date.
  • To the extent possible, pending sanction of this Scheme, the Transferor Company or the Transferee Company shall be entitled to apply to the relevant Government Authorities and other third parties concerned, as may be necessary under any law or contract for transfer or modification of such consents, approvals and sanctions which the Transferee Company may require to own and carry on the business of the Transferor Company with effect from the Effective Date and subject to this Scheme being sanctioned by the Hon’ble Regional director.
  • For the purpose of giving effect to the order passed under Sections 233 of the Companies Act, 2013 in respect of this Scheme by the Regional Director, the Transferee Company shall, upon the Scheme becoming effective, be entitled to get the record of the change in the legal right(s) standing in the name of the Transferor Company, in its favor in accordance with such order and the provisions of Sections 233 of the Companies Act, 2013.

8. CONCLUDED MATTERS:
The transfer and vesting of the assets and the liabilities in the Transferee Company and the continuance of contracts or proceedings by or against the Transferee Company as provided in this Scheme shall not affect any contract or proceedings relating to the assets and the liabilities, fully performed and completed by the Transferor Company before the Appointed Date and the Transferee Company accepts and adopts all such acts, deeds, matters and things done and/orexecuted by the Transferor Company in this regard.

9. DISSOLUTION OF THE TRANSFEROR COMPANY:
On the Scheme becoming effective, Transferor Company shall stand dissolved without being wound up, without anyfurther acts by parties and its names shall be stuck off from the list of Companies maintained by the Registrar ofCompanies, Maharashtra.

10. COMBINATION OF AUTHORIZED SHARE CAPITAL:

  • Upon sanction of this Scheme, the authorized share capital of the Transferee Company shall automatically stand increased without any further act, instrument or deed on the part of the Transferee Company including filing of statutory forms with the Registrar of Companies and payment of stamp duty and fees payable to the Registrar of Companies, by the authorized share capital of the Transferor Company as on the Effective Date, as such fees and duties in respect of such authorized share capital of the Transferor Company have already been paid by the Transferor Company, the benefit of which stands vested in the Transferee Company pursuant to the Scheme becoming effective.
  • The Memorandum of Association of the Transferee Company (clause relating to the authorized share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, pursuant to Sections 233 of the Companies Act, 2013 read with Sections 13 and 14of the Companies Act, 2013 and other applicable provisions of the Act as the case may be and for this purpose the stamp duties and fees paid on the authorized capital of the Transferor Company shall be utilized and applied to the increased authorized share capital of the Transferee Company and no payment of any extra stamp duty and/or fee shall be made by the Transferee Company for increase in the authorized share capital to that extent.
  • Clause IIIof the Memorandum of Association of the Transferee Company shall stand amended to give effect to the relevant provisions of this Scheme as appearing in clause 12 of the Scheme.

11. CONSIDERATION:

  • As Samco Commodities Limited is a 100% subsidiary of Samco Securities Limited Hence, on the scheme being effective, the entire shareholding of Samco Securities Limited gets cancelled and no consideration is payable by the Samco Securities Limited to the shareholders of Samco Commodities Limited

12. CHANGE OF OBJECTS OF THE TRANSFEREE COMPANY:
Upon the Scheme coming into effect, without any further act or deed and without following the procedure laid down under Sections 13, 14 and other applicable provisions, if any, of the Companies Act, 2013, the Main Objects of the Transferor Company as mentioned herein below shall stand inserted in Clause III (A) i.e. Main Objects of the Memorandum of Association of the Transferee Company after the existing sub-clause 2:

“3. To carry on business as broker, sub brokers, market makers, arbitrageurs and or hedgers in commodities of agriculture product"

It is clarified that the Transferee Company, for the purpose of amendment in the Memorandum of Association with respect to change in the Object Clause, shall not be required to pass a separate special resolution under Section 13,14 or any other provisions of the Act. On the approval of the Scheme by members of Transferee Company, it shall be deemed that the shareholders of the Transferee Company have given their consent for the amendment in Memorandum of Association.

13. ACCOUNTING TREATMENT

  • The Transferee Company shall, upon the Scheme becoming operative, record the assets and liabilities of the Transferor Company vested in it pursuant to this Scheme in accordance with the method of accounting as prescribed for the “Pooling of Interest Method” under Accounting Standard 14 ‘Accounting for Amalgamations’ or as per IND AS 103 ‘Business Combinations’ notified under section 133 of the Companies Act, 2013.
  • All assets, liabilities and reserves recorded in the books of account of the Transferor Company shall be transferred and recorded in the books of the Transferee Company pursuant to this Scheme, at their existing carrying amounts and in the same form.
  • The balance of accumulated losses in Profit and Loss account of the Transferor Company should be aggregated with the balance of the Profit and Loss Account of the Transferee Company.
  • Loans, advances or payables or receivables of any kind, held inter-se, if any between the Transferee Company and the Transferor Company (including share application money, if any) as appearing in their respective books of accounts shall stand cancelled as on the Appointed Date.
  • Any excess/deficit being the difference, if any, between the value of net assets of the business transferred from the Transferor Company and the amount credited to Share capital shall be adjusted in the Goodwill Account of the Transferee Company.
  • The Transferee Company shall record in its books of accounts, all transactions of the Transferor Company in respect of assets, liabilities, income and expenses, from the Appointed Date to the Effective Date

14. CANCELLATION OF CROSS HOLDING SHARES:

  • Transferee Company (Samco Securities Limited) legallyholds 100% equity shares and 100% Preference SharesofTransferor Company (Samco Commodities Limited) in its name as on the appointed date.
  • Upon the Scheme becoming effective, the cross holding shares as mentioned in clause 14.1 shall stand cancelled and no shares shall be allotted for the said shares under the Scheme by the Transferee Companyand the investments of Transferee Company, as appearing on the Asset side of the Balance Sheet of Transferee Company, shall stand cancelled to the extent of book value of the equity shares of the Transferor Company.

PART VI
GENERAL TERMS AND CONDITIONS

TREATMENT OF SCHEME FOR THE PURPOSES OF THE INCOME- TAX ACT, 1961:

  • 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 Section 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-tax Act, 1961, at a later date, including resulting from an amendment of any Applicable 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.

16. APPLICATION(S) TO THE CENTRAL GOVENRMENT ( REGIONAL DIRECTOR, MUMBAI) AND/ OR THE NCLT
the Transferor Company and the Transferee Company shall,with the all reasonable dispatch, make necessary application / petition to the Central Government (Regional Director, Mumbai) or the NCLT under the section 233 of the ACT and other applicable provision of the Act for seeking sanction to this Scheme

17. CONDITIONALITY OF THE SCHEME
This Scheme is conditional upon and subject to the following:

  • This Scheme being approved by the respective requisite majorities of the various classes of shareholders and/or creditors, as applicable, of Samco Commodities Limited and Samco Securities Limited required under the Companies Act 2013, as applicable, and the requisite order of the Regional Director, Mumbai or Hon’ble NCLT being obtained, or dispensation having been received from the Regional Director, Mumbai or NCLT, Mumbai in relation to obtaining such consent from various classes of creditors, as applicable; such other approvals and sanctions including sanction of any Appropriate Authority, as may be required in respect of any of the matters in respect of which such sanction or approval is required. In respect of the Scheme;
  • The Central Government (Regional Director, Mumbai) and or the Hon’ble NCLT having accorded sanction to the Scheme and if any modifications have been prescribed the same being acceptable to Samco Commodities Limited and Samco Securities Limited.
  • Certified copy of the order of the Central Government (Regional Director, Mumbai) or the NCLT sanctioning the Scheme being jointly filed by the Transferor Company and theTransferee Company, with the Registrar of Companies, Mumbai.
  • Notwithstanding anything to the contrary contained herein, the non- receipt of any sanctions or approvals for transfer of a particular asset orliability forming part of the Transferor Company to the Transferee Company pursuant to this Scheme, shall not affect the effectiveness ofthis Scheme, if the Board of Directors of the Transferor Company and the Transferee Company so decide

18. REVISION OF ACCOUNTS AND TAX FILINGS, MODIFICATION OF CHARGE

  • Upon this Scheme becoming effective and from the Appointed Date, the Transferee Company is expressly permitted to revise and file itsincome tax returns and other statutory returns, including tax deducted at source returns, services tax returns, excise tax returns, sales tax andvalue added tax returns, goods and service tax returns as may be applicable and has expressly reserved the right to make such provisions in its returns and to claim refundsor credits etc., if any. Such returns may be revised and filed notwithstanding that the statutory period for such revision and filing may havelapsed.
  • Filing of the certified copy of the order of the Regional Director or the NCLT sanctioning this Scheme with the relevant Registrar of Companies shall be deemed tobe sufficient for creating or modifying the charges in favor of the secured creditors, if any, of the Transferor Company, as required as per theprovisions of this Scheme

19. MUTATION OF PROPERTY AND STAMP DUTY

  • Upon the Scheme becoming effective and with effect from the Appointed Date, the title to the immovable properties of the TransferredUndertaking shall be deemed to have been mutated and recognized as that of the Transferee Company and the mere filing of the certifiedtrue copy of the vesting order of the NCLT sanctioning the Scheme with the appropriate Registrar or Sub-registrar of Assurances or with therelevant Government agencies shall suffice as record of continuing title of the immovable properties of the Transferred Undertaking with theTransferee Company pursuant to the Scheme becoming effective and shall constitute a deemed mutation and substitution thereof
  • Since all movable properties belonging to the Transferor Company shall be transferred by way of delivery and possession, no stamp dutyshall be payable on transfer of such properties to Transferee Company in terms of the Scheme

MODIFICATIONS AND AMENDMENTS TO THE SCHEME

  • Notwithstanding anything to the contrary contained in this Scheme, the Transferor Company and the Transferee Company (acting throughtheir respective Board of Directors or a committee thereof or authorised representatives) may make or assent, from time to time, to anymodifications, amendments, clarifications or confirmations to this Scheme, which they deem necessary and expedient or beneficial to theinterests of the stakeholders.
  • The Transferor Company and the Transferee Company (acting through their respective Board of Directors or a committee thereof orauthorised representatives) shall be authorised to take all such steps and give such directions, as may be necessary, desirable or proper, toresolve any doubts, difficulties or questions that may arise in regard to and of the meaning or interpretation of this Scheme orimplementation thereof or in any manner whatsoever connected therewith, whether by reason of any directive or orders of the Regional Director, Mumbai or NCLT, Mumbai or anyother authorities or otherwise, howsoever arising out of or under or by virtue of this Scheme or any matter concerned or connected therewithand to do and execute all acts, deeds, matters and things necessary for giving effect to this Scheme.
  • For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the delegate of theTransferor Company and the Transferee Company may give and are hereby authorised to determine and give all such directions as arenecessary 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.
  • All the aforesaid amendments/modifications shall be subject to approval of the Hon’ble Regional Director or Tribunal.

21. REVOCATION AND WITHDRAWAL OF THIS SCHEME
The Board of Directors of the Transferor Company and the Transferee Company shall be entitledto revoke, cancel, withdraw and declarethis Scheme to be of no effect at any stage, but before the Effective date, and where applicable re-file, at any stage in case:

  • This Scheme isnot approved by the Regional director, Mumbai (Central Government) or the NCLT, Mumbai or if any other consents, approvals, permissions, resolutions, agreements, sanctions and conditions required forgiving effect to this Scheme are not received or delayed;
  • Any condition or modification imposed by the Regional director, Mumbai and/or NCLT, Mumbai and /or any other authorityis not acceptable;
  • The coming into effect of this Scheme in terms of the provisions hereof or filing of the drawn up order(s) with anyGovernmental Authority could have adverse implication on the Transferor Company and/or the Transferee Company; or
  • For any otherreason whatsoever, and do all such acts, deeds and things as they may deem necessary and desirable in connection therewith and incidentalthereto. On revocation, cancellation or withdrawal, this Scheme shall stand revoked, cancelled or withdrawn and be of no effect and in thatevent, no rights and liabilities whatsoever shall accrue to or be incurred inter se between the Transferor Company and the TransfereeCompany or their respective shareholders or creditors or employees or any other person, save and except in respect of any act or deed doneprior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and whichshall be governed and be preserved or worked out in accordance with the applicable law and in such case, each party shall bear its owncosts, unless otherwise mutually agreed.

22. SEVERABILITY
If any part of this Scheme is held invalid, ruled illegal by any court of competent jurisdiction, or becomes unenforceable for any reason,whether under present or future laws, then it is the intention of both the Transferor Company and the Transferee Company that such part ofthe Scheme shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of suchpart of the Scheme shall causes this Scheme to become materially adverse to either the Transferee Company or the Transferor Company, inwhich case the Transferor Company and the Transferee Company shall attempt to bring about a modification in this Scheme, as will bestpreserve for the parties the benefits and obligations of this Scheme, including but not limited to such part of the Scheme.

23. COSTS AND EXPENSES
All costs, expenses, charges, taxes, fees and all other expenses, if any, including stamp duty and registration charges, if any, arising out of or incurred in carrying out and implementing the terms of this Scheme and the incidentals thereto shall be borne and paid by the Transferee Company.