Notice of Meeting of the Unsecured Creditors of KHAZANA

NOTICE OF MEETING OF THE UNSECURED CREDITORS OF

KHAZANA JEWELLERY PRIVATE LIMITED

IN THE MATTER OF Scheme of Amalgamation and Composite Arrangement of KHAZANA

JEWELLERY EXPORTS PRIVATE LIMITED with KHAZANA JEWELLERY PRIVATE

LIMITED

Day Date Time Venue

WEDNESDAY

26.09.2018

12.00

NOON

252A, TTK Road, Alwarpet

Chennai -600018

S.No.

CONTENTS

PAGES

1. Notice of the Meeting of the Unsecured Creditors of

KHAZANA JEWELLERY PRIVATE LIMITED convened

by order of the Hon’ble National Company Law Tribunal,

Chennai Bench under the provisions of Sections 230-

232 of the Companies Act, 2013 read with Rule 6 of

Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016

2. Explanatory statement under Sections 230 (3) and 102

of the Companies Act, 2013 read with Rule 6 of the

Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016.

3-14

3. Scheme of Amalgamation and Composite Arrangement

of KHAZANA JEWELLERY EXPORTS PRIVATE

LIMITED with KHAZANA JEWELLERY PRIVATE

LIMITED

15-28

4. Form of Proxy 29

5. Attendance Slip Form 30

FORM NO CAA.2

[pursuant to section 230(3) and rule 6 and 7]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH, CHENNAI

COMPANY APPLICATION NO. CA/147/CAA/2018

In the matter of Sections 230 to 240 and other applicable provisions of the Companies Act,

2013 And

In the matter of Scheme of Amalgamation and Composite Arrangement of KHAZANA

JEWELLERY EXPORTS PRIVATE LIMITED with KHAZANA JEWELLERY PRIVATE

LIMITED

KHAZANA JEWELLERY PRIVATE LIMITED

A Company incorporated under the Companies

Act, 1956, and having its Registered Office at

252A, TTK Road, Alwarpet Chennai -600018

Represented by its Managing Director

KISHOREKUMAR JAIN

DIN: 00051756

….APPLICANT/ TRANSFEREE COMPANY

NOTICE CONVENING THE MEETING OF UNSECURED CREDITORS

Unsecured Creditors,

KHAZANA JEWELLERY PRIVATE LIMITED,

Chennai.

Notice is hereby given that by order dated 23.08.2018, the Chennai Bench of the National

Company Law Tribunal has directed a meeting to be held of Secured creditors and unsecured

creditors of the above said company for the purpose of considering, and if thought fit, approving

with or without modification, the amalgamation proposed to be made between the said

company and KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED (Transferor Company).

In pursuance of the said orders and as directed therein, notice is hereby given that the meeting

of the Unsecured Creditors of the said company will be held on 26th September 2018, at 12.00

Noon at 252A, TTK Road, Alwarpet Chennai -600018, where the said secured creditors are

requested to attend.

Copies of the said amalgamation, and of the statement under section 230 can be obtained free

of charge at the registered office of the Company or at its authorized representatives Shri.

A.M.ILANGO, Counsel for Applicant, Suite No.103, First Floor, Kaveri Complex, 96/104,

Nungambakkam High Road, Nungambakkam, Chennai - 600 034. Persons entitled to attend

and vote at the meeting, may vote in person or by proxy, provided that all proxies in the

prescribed form are deposited at the registered office of the Company at not later than 48 hours

before the meeting.

Forms of the Proxy can be had at the registered office of the Company.

The tribunal has appointed Mr. KISHOREKUMAR JAIN, MANAGING DIRECTOR as

Chairperson of the said meeting. The above mentioned amalgamation, if approved by the

meeting will be subject to the subsequent approval of the tribunal.

Dated this 24th day of August 2018.

S/d

Kishorekumar Jain

Chairperson appointed for the meeting

Registered office address:

252A, TTK Road, Alwarpet Chennai -600018

FORM NO CAA.2

[pursuant to section 230(3) and rule 6 and 7]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

CHENNAI BENCH, CHENNAI

COMPANY APPLICATION NO. CA/147/CAA/2018

In the matter of Sections 230 to 240 and other applicable provisions of the Companies Act,

2013

And

In the matter of Scheme of Amalgamation and Composite Arrangement of KHAZANA

JEWELLERY EXPORTS PRIVATE LIMITED with KHAZANA JEWELLERY PRIVATE

LIMITED

KHAZANA JEWELLERY PRIVATE LIMITED

A Company incorporated under the Companies

Act, 1956, and having its Registered Office at

252A, TTK Road, Alwarpet Chennai -600018

Represented by its Managing Director

KISHOREKUMAR JAIN

DIN: 00051756

….APPLICANT/ TRANSFEREE COMPANY

EXPLANATORY STATEMENT UNDER SECTION 230(3) OF THE COMPANIES ACT,

2013 AND RULES 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND

AMALGAMATIONS) RULES, 2016

1. By order dated 23.08.2018, made by the National Company Law Tribunal, Chennai

Bench, in Company Application CA/146/CAA/2018, the National Company Law

Tribunal, Chennai Bench had dispensed with the convening, holding and conducting

a meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of

the KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED (Transferor Company)

for the purpose of considering and approving, the Scheme of Arrangement.

2. KHAZANA JEWELLERY PRIVATE LIMITED, the Transferee Company had filed

Application with the National Company Law Tribunal, Chennai Bench, to order for

convening, holding and conducting a meeting of the secured creditors and unsecured

creditors of the Transferee Company for the purpose of considering and approving,

the Scheme of Amalgamation and Composite Arrangement. Accordingly the National

Company Law Tribunal, Chennai Bench under Application CA/147/CAA/2018 vide

order dated 23.08.2018 had directed convening of meeting of Secured Creditors of

the Transferee Company.

3. In this Statement, KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED herein

after referred to as “Transferor Company” and KHAZANA JEWELLERY PRIVATE

LIMITED is hereinafter referred to as “Transferee Company”.

4. KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED was incorporated in

Chennai in the State of Tamil Nadu on 21.03.1995. The Certificate of Incorporation

No. of this Company is U51909TN1995PTC030587, Permanent Account Number

AAACK2565R. There is no change in the status of the Company.

5. The Registered office of the above Transferor Company is situated at 36,

Cathedral Road, Chennai, TN 600086.

6. The Authorised Share Capital of the Transferor Company as on 31.03.2018 is Rs.

5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each. The issued,

subscribed and paid up capital of the Applicant Company as on 31st March 2018 is

Rs. 1,52,23,430/- divided into 15,22,343 Equity Shares of Rs.10/- each.

7. KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED was incorporated inter alia:

a. To take over the existing business of KHAZANA GOLD HOUSE, 52, NSC Bose

Road, Madras – 600 079, a partnership firm as a running concern with all assets

and liabilities including tenancy rights, patent rights, brand rights and bank

liabilities.

b. Export, Import and Exchange of Gold and Silver jewellery.

c. To carry on the business of goldsmiths, silversmiths jewellers, silver platers,

electroplaters and to manufacture, repair, alter, gold and silver jewellery of all

kinds, cutlery, presents and gifts.

d. To deal in, manage, purchase or otherwise acquire and sell dispose of, import,

export,exchange, hold and deal in diamonds, gems, stones, jewellery, bullion,

precious metals,precious stones, pearls, coins, medals, valuables, shields,

curious articles of virtue, and antiques and to manufacture and establish factories

of or manufacturing goods for the above business.

e. To store or keep in safe custody the jewellery, silver wares, diamonds, gems,

stones, bullion, precious metals, pearls and other valuable.

8. KHAZANA JEWELLERY PRIVATE LIMITED [Transferee Company] was

incorporated in Chennai in the State of Tamil Nadu on 30.03.1992 under the

Certificate of Incorporation No U36999TN1992PTC022434, Permanent Account

Number AAACK2564Q. There is no change in status of the company.

9. The Registered office of the above Transferee Company is situated at 252A, TTK

Road, Alwarpet, Chennai, TN 600018

10. The Authorised Share Capital of the Transferee Company as on 31.03.2018 is Rs.

67,11,00,000 /- divided into 2,91,70,000 Equity Shares of Rs. 10/- each and

37,94,000 Preference shares of Rs.100/- each. The issued, subscribed and paid up

capital of the Applicant Company as on 31st March 2018 is Rs. 56,25,30,700 /-

divided into 2,63,13,070 Equity Shares of Rs.10/- each and 29,94,000 preference of

Rs.100/- each.

11. KHAZANA JEWELLERY PRIVATE LIMITED was mainly incorporated inter alia:

a. To carry on the business of goldsmiths, silversmiths jewellers silver platers,

electroplater and to manufacture, repair, alter, gold and silver jewellery of all

kinds cutlery, presents and gifts.

b. To deal in, manage, purchase or otherwise acquire and sell dispose of, import,

export, exchange, hold and deal in diamonds, gems, stones, jewellery, bullion,

precious metals, precious stones, pearls, coins, medals, valuables, shields,

curious articles of virtue, and antiques and to manufacture and establish factories

of or manufacturing goods for the above business.

c. To store or keep in safe custody the jewellery, silver wares, diamonds, gems,

stones, bullion, precious metals, pearls and other valuable.

12. Details of Promoters of Transferor Company & Transferee Company:

KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED (Transferor Company)

NAME OF THE PROMOTERS

ADDRESS

MR. KISHORE KUMAR JAIN

NO. 62B, E V K, SAMPATH ROAD,

VEPERY,CHENNAI - 600007 TN

KHAZANA JEWELLERY PRIVATE LIMITED (Transferee Company)

NAME OF THE

PROMOTERS

ADDRESS

MR. KISHORE KUMAR JAIN

NO. 62B, E V K, SAMPATH ROAD,

VEPERY,CHENNAI - 600007 TN

13. List of Directors as on 31.03.2018 of Transferor Company & Transferee Company

are as follows.

TRANSFEROR COMPANY

Name of Directors

Address

Designation

Date of

Appointment

KISHOREKUMAR

JAIN

NO. 62B, E V K SAMPATH

ROAD, VEPERY,

CHENNAI

600007 TN IN

Managing

Director

21/03/1995

RAMILA JAIN 62 B, E.V.K. SAMPATH

ROAD, VEPERY,

CHENNAI 600007

TN IN

Director 30/11/1998

TRANSFEREE COMPANY

Name of Directors

Address

Designation

Date of

Appointment

KISHOREKUMAR

JAIN

NO. 62B, E V K SAMPATH

ROAD, VEPERY,

CHENNAI

600007 TN IN

Managing

Director

30/03/1992

RAMILA JAIN 62 B, E.V.K.

SAMPATH ROAD,

VEPERY, CHENNAI

600007 TN IN

Director 30/11/1998

AMITABHA

GUHA

DL-182, SALT

LAKE, SECTOR II

BIDHANNAGAR

(EAST), NORTH 24

PARGANAS

KOLKATA 700091,

WB, IN

Additional

Director

22/11/2017

14. The Board of Directors of KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED in

their Board meeting held on 07.07.2018, and KHAZANA JEWELLERY PRIVATE

LIMITED in their Board Meeting held on 07.07.2018, have approved and adopted the

proposed Scheme of Amalgamation and Composite Arrangement respectively and

none of the Directors opposed the same.

15. Appointed Date means the date from which this Scheme shall become operative viz

April, 2018 or if the Board of Directors of the Transferor Company and the

Transferee Company require any other date prior or subsequent to 01

April, 2018

and/or the Tribunal modifies the Appointed Date to such other date, then the same

shall be the Appointed Date.

16. Effective Date means the last of the dates on which the Order of the NCLT and/or

Central Government sanctioning the Scheme of Amalgamation is filed by Transferor

Company and Transferor Company and the Transferee Company with Registrar of

Companies, Chennai, Tamil Nadu. Any references in this Scheme to the date of

“coming into effect of the Scheme” or “effectiveness of this Scheme” or “Scheme

taking effect” shall mean the Effective Date.

17. Share Exchange Ratio : “SHARE EXCHANGE RATIO” shall have the meaning

ascribed to it in Part II, Section 10, Sub-section 1 (a) of the Scheme.

18. THE SALIENT FEATURES OF THE SCHEME ARE AS FOLLOWS:

a. With effect from the appointed date and upon the Scheme becoming effective,

whole of the assets and properties, both movable and immovable, investments,

rights, title and interests comprised in the Undertaking of the Transferor Company

shall pursuant to the Scheme being sanctioned by the National Company Law

Tribunal / Central Government under Sections 230 to 240 of the Companies Act,

2013 and without any further act or deed be transferred to, and vested in, or deemed

to have been transferred to, and vested in, the Transferee Company so as to

become as and from the Appointed Date, the estate, assets, rights, title, goodwill and

interests of the Transferee Company. With effect from the Appointed Date and upon

the Scheme becoming effective and without any further act or deed , The Transferee

Company shall derive all the rights in respect of immovable properties of Transferor

Company and to change those properties in its name in revenue records and the

rights conferred through this scheme shall among other things include rights to deal

with Revenue Department, Local Planning Authority (LPA), Chennai City

Corporation, Local body, registering authority or any other agencies and the

Transferee Company shall have all the rights to deal with departments, local bodies

concerned for Plan approval, extension of permit and the Joint venture partners of

Transferor Company shall be authorised to carry on its activities in respect of the

transferor Company with transferee Company after the amalgamation of the

Transferor Company with Transferee Company.

b. With effect from the Appointed Date and upon the Scheme becoming effective, all

rights and licenses relating to trademarks, know-how, technical know-how, software,

trade names, descriptions, trading style, franchises, labels, label designs, colour

schemes, utility models, holograms, bar codes, designs, patents, copyrights,

privileges and any rights, title or interest in intellectual property rights (including

applications submitted to the registration authorities on or before the Effective Date

by the Transferor Company), tenancies with the consent of the landlord wherever

necessary, powers, facilities of every kind and description of whatsoever nature in

relation to the Undertaking of the Transferor Company to which the Transferor

Company is a party or to the benefit of which the Transferor Company may be

entitled / eligible and which are subsisting or have effect immediately before the

Appointed Date, shall be in full force and effect on, or against, or in favour of, the

Transferee Company as the case may be, and may be enforced as fully and

effectually as if, instead of the Transferor Company, the Transferee Company had

been a party or beneficiary or obligee thereto.

c. The transfer/vesting, as aforesaid, shall be subject to existing as may be subsisting

charges/hypothecation/mortgage (if any) over or in respect of the said assets or any

part thereof. Provided, however, that any reference in any security documents or

arrangements to which the Transferor Company is a party, to such assets of the

Transferor Company offered or agreed to be offered as security for any financial

assistance both availed and to be availed up to any limit for which sanctions have

already been obtained by the Transferor Company shall be construed as reference

only to the assets pertaining to the Transferor Company as are vested in the

Transferee Company by virtue of this Clause to the end and intent that such security,

mortgage and/or charge shall not extend or be deemed to extend to any of the

assets or to any of the other units or divisions of the Transferee Company, unless

specifically agreed to by the Transferee Company with such secured creditors.

d. In particular, with effect from the Appointed Date and upon the Scheme becoming

effective, all licences, sanctions, consents, authorization, approvals and permissions

(whether statutory or otherwise) of the Transferor Company pertaining to the

conduct of its business (including, without limitation, benefits, remissions, special

reservations) available to the Transferor Company, under any extant law including

but not limited to revenue laws, shall vest in the Transferee Company and the

concerned licensors and grantors of such approvals or permissions, shall endorse

and record the Transferee Company on such approvals and permissions so as to

empower and facilitate the approval and vesting of the Undertaking of the Transferor

Company in the Transferee Company without hindrance or let from the Appointed

Date.

e. All assets and properties as are moveable in nature, including investments, or are

otherwise capable of transfer by physical delivery or by endorsement and delivery,

shall stand so transferred by the Transferor Company, without requiring any deed or

instrument of conveyance for the same and shall become the property of the

Transferee Company accordingly and such transfer shall be deemed to have taken

place at the Registered Office of the Transferee Company in the State of Tamil

Nadu.

f. All debts, outstanding and receivables of the Transferor Company shall

accordingly, on and from the Appointed Date and upon the Scheme becoming

effective, stand transferred to and vested in the Transferee Company without any

notice or other intimation to the debtors (though the Transferee Company may if it

deems appropriate, give notice to the debtors that the debts stand transferred and

vested in the Transferee Company) and the debtors shall be obliged to make

payment to the Transferee Company after the Effective Date.

g. From the “Effective Date” and till such time the names of the bank accounts of the

Transferor Company are replaced with that of the Transferee Company, the

Transferee Company shall be entitled to operate the bank accounts of the Transferor

Company in the name of the Transferor Company, in so far as may be necessary.

h. The Transferor Company shall have taken all steps as may be necessary to

ensure that vacant, lawful, peaceful and unencumbered possession, right, title,

interest of its immovable property is given to the Transferee Company.

5.2 With effect from the Appointed Date

a. With effect from the Appointed Date and upon the Scheme becoming effective, all

debts (whether secured or unsecured), liabilities (including contingent liabilities,

whether disclosed or undisclosed), taxes, duties and obligations of every kind, nature

and description of the Transferor Company along with any charge, encumbrance, lien

or security thereon shall also be vested and stand transferred to and be deemed to be

and stand vested in the Transferee Company without any further act, or instrument or

deed pursuant to the Scheme being sanctioned by the National Company Law

Tribunal/Central Government under Sections 230 to 240 of the Companies Act, 2013

so as to become the debts, liabilities, duties and obligations of the Transferee

Company from the Appointed Date and further that it shall not be necessary to obtain

the consent of any third party or other person who is a party to any contract or

arrangement by virtue of which such debts, liabilities, duties and obligations have

arisen in order to give effect to the provisions of this clause.

b. To the extent that there are any loans, outstandings or balances due from the

Transferor Company to the Transferee Company or vice versa the obligations in

respect thereof shall be extinguished upon the merger of interest between the creditor

and debtor and corresponding effect shall be given in the books of account and

records of the Transferee Company.

c. Where any of the liabilities and obligations of the Transferor Company as on the

Appointed Date transferred to the Transferee Company have been discharged by the

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 Transferee

Company.

d. All loans raised and utilized and all debts, duties, undertakings, liabilities and

obligations incurred or undertaken by the Transferor Company in relation to or in

connection with the Undertaking after the Appointed Date and prior to the Effective

Date shall be deemed to have been raised, used, incurred or undertaken for and on

behalf of the Transferee Company and to the extent they are outstanding on the

Effective Date, shall, upon the coming into effect of this Scheme, pursuant to the

provisions of Section 230 to 240 of the Companies Act, 2013, without any further act,

instrument or deed be and stand transferred to or vested in or be deemed to have

been transferred to and vested in the Transferee Company and shall become the debt,

duties, undertakings, liabilities and obligations of the Transferee Company which shall

meet, discharge and satisfy the same.

e. All estates, assets, rights, title, goodwill, interests and authorities accrued to and/or

acquired by the Transferor Company in relation to or in connection with the

Undertaking after the Appointed Date and prior to the Effective Date shall have been

deemed to have been accrued to and/or acquired for and on behalf of the Transferee

Company and shall, upon the coming into effect of this Scheme, pursuant to the

provisions of Sections 230 to 240 of the Companies Act, 2013, without any further act,

instrument or deed be and stand transferred to or vested in or be deemed to have

been transferred to or vested in the Transferee Company to that extent and shall

become the estates, assets, rights, title, interests and authorities of the Transferee

Company.

19. Upon the coming into effect of this Scheme:

a. All permanent employees of the Transferor Company as on the Effective Date

shall as from such date, become employees of the Transferee Company in such

position, rank and designation as may be determined by the Transferee Company

with the benefit of continuity of service and such that the terms and conditions of

their employment with the Transferee Company are not less favorable than those

applicable to them as employees of the Transferor Company on such date. With

regard to provident fund, gratuity fund, or any other special fund created or existing

for the benefit of such employees of the Transferor Company, from the Effective

Date the Transferee Company shall stand substituted for the Transferor Company

for all purposes whatsoever in relation to the administration or operation of such fund

or funds and the obligation to make contributions to the said fund or funds in

accordance with the provisions thereof as per the terms provided in the respective

trust deeds or other documents provided that if the Transferee Company considers it

desirable for the smooth administration, management, operation and uniformity of

such funds, the same may be merged with similar funds of the Transferee Company.

It is the aim and intent of the Scheme that all the rights, duties, powers and

obligations of the Transferor Company in relation to such schemes or funds shall

become those of the Transferee Company. It is clarified that the services of the

employees of the Transferor Company will be treated as having been continuous for

the purpose of the aforesaid schemes, funds and trusts.

b. In the event that trustees are constituted as holders of any securities, trust funds

or trust monies, in relation to any provident fund trust, gratuity fund trust or

superannuation fund trust of the Transferor Company, such funds shall be

transferred by such trustees of the trusts of the Transferor Company, to separate

trusts and the trustees of the Transferee Company 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 relevant labour

laws, Indian Trusts Act, 1882, and the Income Tax Act, 1961 and relevant stamp

legislations as applicable provided that if the Transferee Company considers it

desirable for the smooth administration, management, operation and uniformity of

such trusts of the Transferor Company, the same may be merged with similar trusts

of the Transferee Company. Appropriate deeds of trusts and/or documents for

transfer of trust properties shall be simultaneously executed upon the sanction of the

Scheme in accordance with the terms hereof by the trustees of such trusts in favour

of the trusts of the Transferee Company so as to continue the benefits of the

employees. The provident fund trust, gratuity fund trust or superannuation fund trust

of the Transferor Company shall continue to hold such securities, trust funds and/or

trust monies as hitherto fore, till such time as the transfer to the trustees of the

Transferee Company employee trust is made.

c. The Transferee Company undertakes to continue to abide by any

agreement(s)/settlement(s) entered into by the Transferor Company with any

employees of the Transferor Company. The Transferee Company agrees that for

the purpose of payment of any retrenchment, compensation, gratuity and other

terminal benefits, the past services of such employees with the Transferor Company

shall also be taken into account, and agrees and undertakes to pay the same as and

when payable.

d. The Transferor Company shall not vary, except in the ordinary course of

business, the terms and conditions of the employment of their employees without the

consent of the Board of Directors of the Transferee Company.

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

The Transferor Company shall carry on its business activities with reasonable

diligence and business prudence and shall conduct its business in the ordinary

course consistent with past practice.

Until the Effective Date and subject to such consents as may be necessary:

a. the Transferor Company shall carry on and be deemed to have carried on its

business and activities and shall hold and stand possessed of and shall be deemed

to have held and stood possessed of the Undertaking of the Transferor Company on

account of and in trust for the Transferee Company; and

b. all the profits or incomes accruing or arising to the Transferor Company or

expenditure or losses incurred by the Transferor Company shall for all purposes be

treated and be deemed to be and accrue as profits or incomes or expenditure or

losses of the Transferee Company.

c. The Transferee Company shall also be entitled, pending the sanction of the

Scheme, to apply to the Central Government, State Government, and all other

agencies, departments and statutory authorities concerned, wherever necessary, for

such consents, approvals and sanctions which the Transferee Company may require

including the registration, approvals, exemptions, reliefs, etc., as may be required /

granted under any law for time being in force for carrying on business of Transferor

Company by the Transferee Company.

d. The Transferor Company shall carry on their business activities with reasonable

diligence and business prudence and shall not undertake any additional financial

commitments, borrow any amounts or incur any other liabilities or expenditure, issue

any additional guarantees, indemnities, letters of comfort or commitment either for

itself or on behalf of its subsidiaries, or sell, transfer, alienate, charge, mortgage or

encumber or deal with the undertaking, save and except, in each, in the following

circumstances:

i. if the same is in the ordinary course of business as carried on by it as on the

date of filing this Scheme with the National Company Law Tribunal/Central

Government; or

ii. if the same is required for this Scheme; or

iii. if the same is expressly permitted by this Scheme; or

iv. if written consent of transferee company has been obtained.

v. Pending sanction of the Scheme, the Transferor Company shall not make

any change in their respective capital structure either by any increase, (by

issue of equity shares on a rights basis, bonus shares, convertible debentures

or otherwise) decrease, reduction, reclassification, sub-division or

consolidation, re-organisation, or in any other manner which may, in any way,

affect the Share Exchange Ratio, except by mutual consent of the respective

Boards of Directors of the Transferor and Transferee Company or as may be

expressly permitted under this Scheme.

21. ACCOUNTING TREATMENT

a. Upon the Scheme becoming effective, with effect from the Appointment Date for

the purpose of accounting for and dealing with the value of assets and liabilities of the

Transferor Company, the Transferee Company shall account for the amalgamation in

accordance with Pooling of Interest Method in accordance with Appendix C of Ind AS

103 notified under the provisions of the Act, read with relevant rules framed there

under and other applicable accounting standards prescribed under the Act.

b. The Transferee Company shall record the assets, liabilities and reserves relating to

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

carrying amounts.

c. The identity of the reserves of the Transferor Company if any, shall be preserved

and they shall appear in the financial statements of the Transferor Company in the

same form and manner in which they appeared in the financial statements of the

Transferor company.

d. Upon coming into effect of this Scheme, to the extent that there are inter-company

loans, advances, deposits balances or other obligations as between the Transferor

Company and the Transferee Company, the obligations in respect thereof shall come

to an end and corresponding effect shall be given in the books of accounts and

records of the Transferee Company for reduction of any assets or liabilities, as the

case may be. Further no interest shall be provided on loans and advances or any

outstanding loans and advances, if any, after Appointed Date. All inter party

transactions between the Transferor Company and the Transferee Company shall be

treated as intra party transactions for all purposes and intercompany balances shall

stand cancelled.

e. The shares held by Transferee Company in Transferor Company and vice versa

shall stand cancelled and there shall be no further obligation in that behalf.

f. The difference between the value of assets over the value of liabilities including

reserves of the Transferor Company transferred to the Transferee Company pursuant

to the order of the Tribunal , after adjusting for the investments in share capital of the

Transferee company shall be adjusted against Capital Reserve of the Transferee

company and will be presented separately from other capital reserves.

g. In case of any difference in accounting policy between the Transferor Company

and the Transferee Company, the accounting policies followed by the transferee

Company shall prevail and the difference till Appointed Date would be quantified and

adjusted in the reserves of the Transferee Company to ensure that the financial

statements of the Transferee Company reflect the Financial position on the basis of

consistent accounting policy.

h. For any matter arising in connection with the accounting treatment, the board of

directors of Transferor Company and Transferee Company would deal with the same

in consultation with the experts on the said matter.

22. ISSUE OF EQUITY SHARES BY THE TRANSFEREE COMPANY

a. Upon the Scheme becoming finally effective, in consideration of the transfer and

vesting of the undertaking of the Transferor Company in the Transferee Company in

terms of this Scheme, the Transferee Company shall subject to the provisions of this

Scheme and without any further application or action or deed, issue at par and allot to

the shareholders of the Transferor Company whose names are found in the Register

of Members of the Transferor Company on a date after the effective date to be fixed

by the Board of Directors of the Transferee Company (hereinafter called the “Record

Date”) as per the recommended exchange ratio on the basis of the fair valuation of

the equity shares of the Transferee Company and the equity shares of the Transferor

Company in the following manner:

11 (Eleven) Equity Shares of Transferee Company of Rs 10/- each for every 1

(One) Equity shares of Rs 10/- each of Transferor Company. Fractional

entitlements will be dealt in the manner specified in Part II, Section 10,

Subsection 2, Clause (iv) of this scheme of amalgamation.

b. Cross holding of shares held by Companies comprised in this scheme, if

any in other companies comprised in this scheme shall be cancelled and

Corresponding effect shall be given in the books of accounts and records of the

Transferee Company for the reduction of any assets or liabilities, as the case may be.

c. The equity shares and preference shares held by the Transferor Company in the

Transferee Company shall as a consequence of the amalgamation of the Transferor

Company with the Transferee Company be cancelled without any further act or deed.

d. The reduction of the equity share capital and preference share capital of the

Transferee Company as provided under Clause (b) (c) and (d) above does not involve

any diminution of liability of unpaid capital nor is there any financial outlay/outgo on

the part of the Transferee Company. The Transferee Company has sufficient assets

including cash and bank balances to satisfy all its creditors and the proposed

restructuring would not prejudice or effect the rights of the creditors of the Transferee

Company. The reduction of the share capital does not in any way adversely affect the

ordinary operations of or the ability of the Transferee Company to honor its

commitments or to pay its debts in the ordinary course of business.

e. The reduction of the issued, subscribed and paid-up equity share capital and

preference share capital of the Transferee Company as above shall be treated as an

integral part of the Scheme itself and shall be deemed to be in accordance with the

provisions of Sections 66 of the Act as the same does not involve diminution of

liability in respect of unpaid share capital. The order of the Tribunal sanctioning the

scheme shall be deemed to be an order under section 66 of the Act confirming the

reduction without imposing a condition on the Company to add to its name the words

“and reduced”.

f. Upon the Equity Shares being issued and allotted, as aforesaid by the Transferee

Company, the Equity Shares issued by the Transferor Company and held by their

shareholders, shall be deemed to have been automatically cancelled and of no effect.

GENERAL TERMS AND CONDITIONS APPLICABLE TO THE ENTIRE SCHEME

23. MODIFICATIONS / AMENDMENTS TO THE SCHEME

(a)The Transferor Company and the Transferee Company may jointly assent from

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

or additions to the Scheme or to any conditions or limitations which the National

Company Law Tribunal and/or the other competent authorities, if any, under any law,

may deem fit and approve of or impose and which the Transferor Company and the

Transferee Company may in their discretion deem fit and may resolve all doubts or

difficulties that may arise for carrying out the Scheme and do and execute all acts,

deeds, matters and things necessary for bringing the Scheme into effect. The

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

exercised by their respective Board of Directors, a Committee of the concerned Board

or any Director (hereafter referred as the “delegates").

(b) For the purpose of giving effect to the Scheme or any modifications or

amendments thereof or additions thereto the delegate(s) of the Transferor Company

and the Transferee Company may jointly give and are hereby authorised to determine

and give all such directions as are necessary including directions for settling or

removing any difficulties towards implementation of the sanctioned Scheme, as the

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

were specifically incorporated in the Scheme.

respective Board of Directors or other persons, duly authorized by their respective

board in this regard, shall be authorized, to take such steps, as may be necessary,

desirable or proper to resolve any doubts, difficulties or questions that may arise,

whether by reason of any order of the National Company Law Tribunal or of any

directive or order of central government or any other authorities or otherwise, in

connection with this Scheme and/or matters concerning or connected therewith.

(d) If any part of this Scheme hereof is ruled illegal or invalid by or is not sanctioned

by any National Company Law Tribunal or central government or is unenforceable

under present or future laws, then it is the intention of the parties that such part shall

be severable from the remainder of the Scheme, and the Scheme shall not be

affected thereby, unless the deletion of such part shall cause this Scheme to become

materially adverse to any party, in which case the parties shall attempt to bring about

a modification in the Scheme, as will best preserve for the parties the benefits and

obligations of the Scheme, including but not limited to such part or provision.

(e) This scheme has been drawn up to comply with the conditions relating to

“Amalgamation” as specified under Section 2(1B) 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 Section of the Income Tax Act, 1961, at a later date including

resulting from an amendment of law or for any other reason whatsoever, the

provisions of the said Section of the Income Tax Act, 1961, shall prevail and the

Scheme shall stand modified to the extent determined necessary to comply with

Section 2(1B) of the Income Tax Act, 1961.

24. SCHEME CONDITIONAL UPON

This Scheme is conditional upon the following approvals / events and the Scheme

shall be deemed to be effective on obtaining last of the following approvals and the

occurrence of the last of the following events:

(a) The approval of the Scheme by the requisite majority of the members of the

Transferor and Transferee Companies respectively as required under Section 230 to

240 of the Companies Act, 2013;

(b) The approval of the Scheme by the requisite majority of the creditors of the

Transferor and Transferee Companies respectively;

(c)The sanction of the Scheme by the National Company Law Tribunal/ Central

Government under Sections 230 to 240 of the Companies Act, 2013 and other

applicable provisions of the Act, Rules and Regulations;

(d)Certified copies of the National Company Law Tribunal / Central Government

orders being filed with the Registrar of Companies concerned by the respective

companies. The Scheme shall become operative on the date or the last of the dates

on which the certified copies of the orders of the National Company Law Tribunal

sanctioning the Scheme are filed by the Transferor company and the Transferee

Company with the respective Registrar of Companies and such date shall be known

as the Effective Date.

(e) Compliance with such other conditions as may be imposed by the National

Company Law Tribunal/ Central Government.

25. COSTS, CHARGES AND EXPENSES

Upon the Scheme becoming effective, all costs, charges, taxes, levies and all other

expenses, if any, of the Transferor Company and the Transferee Company arising

out of/or incurred after the Effective Date for carrying out and implementing the

Scheme and matters incidental thereto, shall be borne and paid by the Transferee

Company (save as otherwise expressly agreed).

26. SANCTION AND APPROVALS NOT FORTHCOMING

(i) In the event of this Scheme failing to take effect as may be agreed by the

respective Boards of Directors of the Transferor Company and the Transferee

Company, this Scheme shall become null and void and in that event no rights and

liabilities whatsoever shall accrue to or be incurred inter se by the parties or their

shareholders or creditors or employees or any other person. In such case each

Company shall bear its own costs or as may be mutually agreed.

(ii) Save and except in respect of any act or deed done prior thereto as is

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

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

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

Scheme shall stand revoked, cancelled and be of no effect if the events or sanctions

and approvals referred to in Part IV, Section 3 have not occurred.

27. The Scheme would not be prejudicial to the interests of the Creditors of the

Company.

28. Amount due to Secured Creditors of KHAZANA JEWELLERY EXPORTS

PRIVATE LIMITED as on 31.03.2018 is Nil and accordingly meeting of Secured

Creditors has been dispensed with by the National Company Law Tribunal, Chennai

Bench, Chennai vide order dated 23.08.2018 in CA/146/CAA/2018 and Amount due

to unsecured creditors as on 31.03.2018 is Rs.7,15,22,801/-. The Company has

obtained consent from 100% of the unsecured Creditors and the meeting of

unsecured creditors has been dispensed with by the National Company Law Tribunal,

Chennai Bench, Chennai vide order dated 23.08.2018 in CA/146/CAA/2018. The

company has 7 equity shareholders and obtained consent of its Equity Shareholders

and accordingly meeting of Equity shareholders has been dispensed with by the

National Company Law Tribunal, Chennai Bench, Chennai vide order dated

23.08.2018 in CA/146/CAA/2018.

29. There are total 7 Equity Shareholders 2 preference Shareholders for the

Transferee Company KHAZANA JEWELLERY PRIVATE LIMITED. The Company

had filed application with National Company Law Tribunal, Chennai Bench, Chennai

for dispensing the convening, holding and conducting of the meeting of Equity

shareholders of the company. Accordingly the National Company Law Tribunal,

Chennai Bench under Application CA/147/CAA/2018 vide order dated 23.08.2018

had directed to dispense the meeting of Equity Shareholders and preference

shareholders of the Transferee Company.

30. Amount due to Secured creditors of KHAZANA JEWELLERY PRIVATE LIMITED as

on 31.03.2018 is Rs. 1261.98/- Crores. The Company has filed application with

National Company Law Tribunal, Chennai Bench, Chennai for ordering for holding,

convening and conducting the meeting of secured creditors of the company.

Accordingly the National Company Law Tribunal, Chennai Bench under Application

CA/147/CAA/2018 vide order dated 23.08.2018 had directed convening of meeting

of Secured Creditors of the Transferee Company.

31. Amount due to Unsecured creditors of KHAZANA JEWELLERY PRIVATE LIMITED

as on 31.03.2018 is Rs. 53,25,01,187/-. The Company had filed application with

National Company Law Tribunal, Chennai Bench, Chennai for ordering for holding,

convening and conducting the meeting of Unsecured Creditors of the company.

Accordingly, National Company Law Tribunal, Chennai Bench under Application

CA/147/CAA/2018 vide order dated 23.08.2018 had directed convening of meeting

of unsecured creditors of the Transferee Company.

32. The Resolution proposed to be considered in the above meeting, is given hereunder:

“RESOLVED THAT the Scheme of Amalgamation and Composite Arrangement

between KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED and KHAZANA

JEWELLERY PRIVATE LIMITED, placed before the meeting and initialled by the

Chairman for the purpose of identification, be and is hereby approved by the

Unsecured creditors of KHAZANA JEWELLERY PRIVATE LIMITED”.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and

are hereby severally authorised to make and / or consent to any modifications,

alterations or amendments in the scheme, which are desired, directed or imposed

by the National Company Law Tribunal, Chennai Bench, and to take all such steps

as may be necessary and desirable to implement the Scheme and to give effect to

this resolution.”

33. None of the Directors, promoters, creditors and employee of Transferor Companies

and Transferee Company shall be affected as a result of proposed scheme

Amalgamation and Composite Arrangement.

34. The company does not have depositors, debenture holders, deposit trustee and

debenture trustee.

35. The Directors of the Transferor Company and Transferee Companies are of the

opinion that there is no likelihood that interest of any shareholder, directors,

promoters, employee or creditor of the Transferor Company and Transferee

Companies would be prejudiced as a result of the scheme. The scheme of

Amalgamation and Composite Arrangement will not impose any additional burden on

the members of the Transferee Company.

36. There are no contracts or agreements which are material to the proposed scheme of

Arrangement.

37. Other regulatory approvals or sanctions are not applicable in relation to proposed

scheme of Arrangement.

38. The companies submit that there are no proceedings pending under Sections 206 to

229 of the Companies Act, 2013 against the Transferor Company/ Transferee

Company.

The following documents will be open for obtaining extract or for making or obtaining

copies of or for inspection at the Registered Office of the Applicant Company

between 10.00 A.M to 05.00 P.M on any working day of the Applicant Company except

Saturday and Sunday upto the date of the next hearing:

1. The Balance Sheet and Profit and Loss Account of KHAZANA JEWELLERY

EXPORTS PRIVATE LIMITED and KHAZANA JEWELLERY PRIVATE LIMITED for

the year ended 31

March 2018;

2. Copy of the Board resolutions dated 07.07.2018 passed by all the Companies

approving the Scheme of Amalgamation and Composite Arrangement.

3. Proposed Scheme of amalgamation and Composite Arrangement.

4. Register of Directors’ shareholdings of the Transferor and Transferee Companies.

5. Copy of the Order dated 23.08.2018 passed by the National Company Law Tribunal,

Chennai Bench, Chennai.

6. The certificate issued by Auditor for the Companies to the effect that the accounting

treatment, if any, proposed in the scheme of Amalgamation and Composite

Arrangement is in conformity with the Accounting Standards prescribed under

section 133 of the Companies Act, 2013.

For KHAZANA JEWELLERY PRIVATE LIMITED

KISHOREKUMAR JAIN

CHAIRMAN APPOINTED FOR THE MEETING

SCHEME OF AMALGAMATION

AND COMPOSITE ARRANGEMENT

BETWEEN

KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED

(Transferor Company)

AND

KHAZANA JEWELLERY PRIVATE LIMITED

(Transferee Company)

1. PREAMBLE

KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED (“KJEPL”) was incorporated in

Chennai in the State of Tamil Nadu on 21st

March,1995 under the name KHAZANA

JEWELLERY EXPORTS PRIVATE LIMITED. The Company is carrying on the business of

goldsmiths, silversmiths jewellers, silver platers, electroplaters, manufacture, repair, alter,

gold and silver jewellery of all kinds, cutlery, presents and gifts and export, Import and

Exchange of Gold and Silver jewellery and other business in connection with Jewellery

business.

KHAZANA JEWELLERY PRIVATE LIMITED (“KJPL”) was incorporated in Chennai in the

State of Tamil Nadu on 30

March, 1992. The Company is carrying on the business of

goldsmiths, silversmiths jewellers, silver platers, electroplaters, manufacture, repair, alter,

gold and silver jewellery of all kinds, cutlery, presents and gifts. and purchase or otherwise

acquire and sell dispose of, import, export, exchange, hold and deal in diamonds, gems,

stones, jewellery, bullion, precious metals, precious stones, pearls, coins, medals,

valuables, shields, curious articles of virtue, are and antiques and to manufacture and

establish factories of or manufacturing goods for the above business and to carry on other

business in connection with Jewellery business.

The proposed amalgamation of KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED

(“KJEPL”) and KHAZANA JEWELLERY PRIVATE LIMITED (“KJPL”) is in line with the

global trends to achieve size, integration and greater financial strength with a view to

enhancing shareholders’ wealth. The combination of the operations will create a unique

level of integration and will enable substantial savings in cost and will enhance the value of

the Company. The Amalgamation will also enhance the scale of operations thereby

providing significant impetus to the growth of the companies. The amalgamated Company

will have the benefit of the combined reserves, assets and cash flows of the Companies.

The combined resources of the amalgamated Company will be conducive to enhance its

capabilities to face competition in the market place more effectively. If the said Companies

are merged there will be greater cost benefits and economies, which will accrue to the

amalgamated company. Both the transferor and the transferee companies will reap the

following benefits if the proposed amalgamation takes place.

1. Result in improved shareholder value for all the Companies by way of improved

financial structure and cash flows, increased asset base and stronger consolidated

revenue and profitability and higher net worth of combined entity.

2. Reducing multiple layer of inefficiencies and compliances

3. Administrative convenience

After extensive discussions and deliberations, the Board of Directors of the Companies have

decided to amalgamate KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED

(“KJEPL”) with KHAZANA JEWELLERY PRIVATE LIMITED (“KJPL”) which not only

benefits the Companies but also its shareholders, employees and customers.

The Scheme is divided into the following parts:

Part I, which deals with definitions.

Part II, which deals with amalgamation of KJEPL with KJPL.

Part III, which deals with position of Authorised share capital of the Transferor Company

and Transferee Company.

Part IV, which deals with the general terms and conditions applicable to the entire Scheme.

Part II, and Part III shall be given effect chronologically in the same order as set out above.

PART – I

1. DEFINITIONS

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

expressions shall have the following meanings:

1.1 “Transferor Company” means KHAZANA JEWELLERY EXPORTS PRIVATE

LIMITED (“KJEPL”) a Company incorporated under the Companies Act, 1956 and

having its Registered Office at 36, Cathedral Road Chennai, Tamilnadu.

1.2 “Transferee Company” means KHAZANA JEWELLERY PRIVATE LIMITED

(“KJPL”) a company incorporated under the Companies Act, 1956 having its

Registered Office at 252A, TTK Road, Alwarpet Chennai Tamilnadu

1.3 “Act” means the Companies Act, 2013 and the relevant rules made thereunder.

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

viz 1

April 2018 or if the Boards of Directors of the Transferor Company and the

Transferee Company require any other date prior or subsequent to 1

April 2018

and/or the NCLT and/or Central Government modifies the Appointed Date to other

date, then such other date shall be the Appointed Date.

1.5 “Effective Date” means the last of the dates on which the Order of the NCLT and/or

Central Government sanctioning the Scheme of Amalgamation is filed by Transferor

Company and Transferor Company and the Transferee Company with Registrar of

Companies, Chennai, Tamil Nadu. Any references in this Scheme to the date of

“coming into effect of the Scheme” or “effectiveness of this Scheme” or

“Scheme taking effect” shall mean the Effective Date.

1.6 “NCLT” includes the National Company Law Tribunal, Chennai Bench & the

National Company Law Appellate Tribunal (“NCLAT”) constituted under the

Companies Act, 2013 and authorized as per the provisions of the Companies Act,

2013 for approving any scheme of arrangement, compromise or reconstruction of

companies under Sections 230 to 240 of the Companies Act, 2013 and any other

applicable provisions of Companies Act, 2013 subject to any additional

compliance/procedures as provided.

1.7 “Record Date” means the date or dates to be fixed by the Board of Directors of the

Transferee Company or any Committee thereof in consultation with the Board of

Directors of the Transferor Company for the purpose of issue of shares to the

shareholders of the Transferor Company pursuant to this Scheme.

1.8 “Scheme” or “Scheme of Amalgamation” means this Scheme of Amalgamation and

Composite Arrangement as submitted in the present form to the National Company

Law Tribunal and/or Central Government together with any modification(s) approved

or imposed or directed by the National Company Law Tribunal and/or Central

Government.

1.9 “Undertaking” in relation to the Transferor Company shall mean and include all the

undertakings and businesses of the Transferor Company as a going concern

comprising :

(a) all the assets and properties of the Transferor Company as on the Appointed

Date;

(b) all debts, liabilities, duties, responsibilities and obligations of the Transferor

Company as on the Appointed Date;

the Transferor Company shall include the entire business and all rights,

privileges, powers and authorities and all property, movable or immovable

real, corporeal or incorporeal, in possession or reversion, present or

contingent of whatever nature and wheresoever situate, including fixed

assets, capital work in progress, current assets, investment of all kind,

approvals, permissions, consents, exemptions, registrations, no-objection

certificates and certifications, permits, quotas, rights, entitlements, tenancies,

roof rights, trademarks, service marks, know-how, technical know-how, trade

names, descriptions, trading style, franchises, labels, label designs, colour

schemes, utility models, holograms, bar codes, designs, patents, copyrights,

privileges and any rights, title or interest in intellectual property rights,

benefits of security arrangements, contracts, agreements and all other rights

including lease rights, licenses including those relating to trademarks, or

service marks, easements, advantages, exemptions, benefits, powers and

facilities of every kind, nature and description whatsoever of the Transferor

Company or to which the Transferor Company is entitled including right to

use of telephones, telex, facsimile connections and installations, electricity,

power lines, communication lines and other services, reserves, deposits,

provisions, funds, subsidies, grants, tax credits, and any accretions or

additions arising to any of the foregoing after the Appointed Date; and

(d) all the debts, liabilities, duties, responsibilities and obligations of Transferor

Company shall include all obligations of whatsoever kind including liabilities

for payment of gratuity, provident fund, service tax and other statutory dues, if

any.

1.10 “SHARE EXCHANGE RATIO” shall have the meaning ascribed to it in Part II, Section

10, Sub-section 1 (a).

1.11 All terms and words not defined in this Scheme shall, unless repugnant or contrary to

the context or meaning thereof, have the same meaning ascribed to them under the

Act and other applicable laws, rules, regulations, bye laws, as the case may be or

any statutory modification or re enactment thereof from time to time.

1.12 “CENTRAL GOVERNMENT” for the purpose of this scheme means Regional Director,

Southern Region , Chennai authorized as per the provisions of the Companies Act,

2013 in accordance with Notification dated 19th December, 2016 issued by Ministry

of Corporate Affairs, New Delhi or such other authority as may be authorized by

Ministry of Corporate Affairs for approving any scheme of arrangement, compromise

or reconstruction of companies under Section 233 of the Companies Act, 2013

subject to any additional compliance/procedures as provided.

PART – II

AMALGAMATION OF KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED

(“KJEPL”) WITH KHAZANA JEWELLERY PRIVATE LIMITED (“KJPL”)

SECTION 1 -SHARE CAPITAL AND MAIN OBJECTS OF KHAZANA JEWELLERY

EXPORTS PRIVATE LIMITED (“KJEPL”) – TRANSFEROR COMPANY

KHAZANA JEWELLERY EXPORTS PRIVATE LIMITED (“KJEPL”) [ Transferor Company]

was incorporated in Chennai in the State of Tamil Nadu on 21st

March,1995 with CIN:

U51909TN1995PTC030587

As per the Balance Sheet as on 31.03.2017, the share capital of KHAZANA JEWELLERY

EXPORTS PRIVATE LIMITED (“KJEPL”) is as under:

Amount in Rupees

Authorised Capital:

50,00,000 equity shares of Rs. 10/- each Rs. 500,00,000

Issued, Subscribed and Paid-up Capital:

15,22,343 equity shares of Rs. 10/- each Rs. 152,23,430

Subsequent to 31.03.2018, there has been no change in authorised, issued and paid-up

capital of (“KJEPL”) .

KJEPL was mainly incorporated interalia:

1. To take over the existing business of KHAZANA GOLD HOUSE, 52, NSC Bose Road,

Madras – 600 079, a partnership firm as a running concern with all assets and liabilities

including tenancy rights, patent rights, brand rights and bank liabilities.

2. Export, Import and Exchange of Gold and Silver jewellery.

3. To carry on the business of goldsmiths, silversmiths jewellers, silver platers,

electroplaters and to manufacture, repair, alter, gold and silver jewellery of all kinds,

cutlery, presents and gifts.

4. To deal in, manage, purchase or otherwise acquire and sell dispose of, import,

export, exchange, hold and deal in diamonds, gems, stones, jewellery, bullion, precious

metals, precious stones, pearls, coins, medals, valuables, shields, curious articles of

virtue, and antiques and to manufacture and establish factories of or manufacturing

goods for the above business.

5. To store or keep in safe custody the jewellery, silver wares, diamonds, gems, stones,

bullion, precious metals, pearls and other valuable.

SECTION 2 - SHARE CAPITAL AND MAIN OBJECTS OF KHAZANA JEWELLERY

PRIVATE LIMITED (“KJPL”) – TRANSFEREE COMPANY

KHAZANA JEWELLERY PRIVATE LIMITED (“KJPL”) [Transferee Company] was

incorporated under the name and style of KHAZANA JEWELLERY PRIVATE LIMITED in

the State of Tamil Nadu on 30

March 1992 under CIN U36999TN1992PTC022434

As per the latest audited balance sheet as on 31st March 2018, the share capital of

KHAZANA JEWELLERY PRIVATE LIMITED (“KJPL”) is as under:

Amount in Rupees

Authorised Capital:

2,91,70,000 Equity shares of Rs. 10/- each Rs. 29,17,00,000

37,94,000 Preference Shares of Rs. 100/- each Rs. 37,94,00,000

Issued, Subscribed and Paid-up Capital:

2,63,13,070 Equity shares of Rs. 10/- each Rs. 26,31,30,700

29,94,000 Preference shares of Rs. 100/- each Rs. 29,94,00,000

Subsequent to 31.03.2018, there has been no change in authorised, issued and paid-up

capital of (“KJPL”).

KHAZANA JEWELLERY PRIVATE LIMITED (“KJPL”) was mainly incorporated inter-alia:

1. To carry on the business of goldsmiths, silversmiths jewellers, silver platers,

electroplater and to manufacture, repair, alter, gold and silver jewellery of all kinds

cutlery, presents and gifts.

2. To deal in, manage, purchase or otherwise acquire and sell dispose of, import,

export, exchange, hold and deal in diamonds, gems, stones, jewellery, bullion, precious

metals, precious stones, pearls, coins, medals, valuables, shields, curious articles of

virtue, and antiques and to manufacture and establish factories of or manufacturing

goods for the above business.

3.To store or keep in safe custody the jewellery, silver wares, diamonds, gems, stones,

bullion, precious metals, pearls and other valuable.

SECTION 3 - TRANSFER OF ASSETS

(a) With effect from the appointed date and upon the Scheme becoming effective, whole

of the assets and properties, both movable and immovable, investments, rights, title

and interests comprised in the Undertaking of the Transferor Company shall

pursuant to the Scheme being sanctioned by the National Company Law Tribunal /

Central Government under Sections 230 to 240 of the Companies Act, 2013 and

without any further act or deed be transferred to, and vested in, or deemed to have

been transferred to, and vested in, the Transferee Company so as to become as and

from the Appointed Date, the estate, assets, rights, title, goodwill and interests of the

Transferee Company. With effect from the Appointed Date and upon the Scheme

becoming effective and without any further act or deed , The Transferee Company

shall derive all the rights in respect of immovable properties of Transferor Company

and to change those properties in its name in revenue records and the rights

conferred through this scheme shall among other things include rights to deal with

Revenue Department, Local Planning Authority (LPA), Chennai City Corporation,

Local body, registering authority or any other agencies and the Transferee Company

shall have all the rights to deal with departments, local bodies concerned for Plan

approval, extension of permit and the Joint venture partners of Transferor Company

shall be authorised to carry on its activities in respect of the transferor Company with

transferee Company after the amalgamation of the Transferor Company with

Transferee Company.

(b) With effect from the Appointed Date and upon the Scheme becoming effective, all