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NOTICE - UNSECURED CREDITORS

KOBELCO CRANES INDIA PRIVATE LIMITED

Registered Office : C-20, South Extension, Part-II, New Delhi, Delhi, 110049

Tel. No. : +91 - 11 - 40151900

CIN : U29292DL2010FTC206640

Website : www.kobelco-cranes.com/india/

E-mail : info-kci@kobelconet.com

MEETING OF THE UNSECURED CREDITORS

OF

KOBELCO CRANES INDIA PRIVATE LIMITED

(Convened pursuant to order dated April 10, 2017, passed by the National Company Law Tribunal,Principal Bench at New Delhi)

MEETING :

Day : Saturday

Date : May 27, 2017

Time : 11:00 AM

Venue : PHD Chamber of Commerce and Industry, Modi Hall, No. 4/2, Siri Institutional Area, August

Kranti Marg, New Delhi, Delhi 110016

Page 1 of 72

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INDEX

S.No. Contents Page No.

1. Notice convening the meeting of Unsecured Creditors of Kobelco Cranes India Private 3-4

Limited under the provisions of Sections 230-232 of the Companies Act, 2013 read

with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016

2. Explanatory Statement under Sections 230(3) and 102 of the Companies Act, 2013 5-12

read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016

3. Annexure 1 13-37

Scheme of Amalgamation between Kobelco Cranes India Private Limited and Kobelco

Construction Equipment India Private Limited and their respective shareholders and

creditors under sections 230 to 232 and other applicable provisions of the

Companies Act, 2013

4. Annexure 2 38-48

Copy of the Independent Valuation Report obtained from Santosh K Singh & Co.,

Chartered Accountants, dated February 24, 2017

5. Annexure 3 49-52

Report adopted by the Board of Directors of Kobelco Cranes India Private Limited in

its meeting held on February 27, 2017 pursuant to the provisions of Section 232(2)(c)

of the Companies Act, 2013

6. Annexure 4 53-56

Report adopted by the Board of Directors of Kobelco Construction Equipment India

Private Limited in its meeting held on February 27, 2017 pursuant to the

provisions of Section 232(2)(c) of the Companies Act, 2013

7. Annexure 5 57-64

Copy of supplementary unaudited financial statements of Kobelco Cranes India

Private Limited for the period ended on February 28, 2017

8. Annexure 6 65-72

Copy of supplementary unaudited financial statements of Kobelco Construction

Equipment India Private Limited for the period ended on February 28, 2017

9. Form of proxy

10. Attendance Slip

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

PRINCIPAL BENCH, NEW DELHI

COMPANY APPLICATION (M) NO. 30 (PB) 2017

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013;

And

In the matter of Scheme of Amalgamation between Kobelco Cranes India Private Limited and Kobelco

Construction Equipment India Private Limited and their respective shareholders and creditors;

Kobelco Cranes India Private Limited,

A company incorporated under the provisions of the Companies Act, 1956 and having its registered office at

C-20, South Extension, Part-II, New Delhi, Delhi, 110049.

-------Applicant-1/ Transferor Company

Kobelco Construction Equipment India Private Limited,

A company incorporated under the provisions of the Companies Act, 1956 and having its registered office at

C-20, South Extension, Part-II, New Delhi, Delhi, 110049.

-------Applicant-2/ Transferee Company

NOTICE OF THE MEETING OF UNSECURED CREDITORS OF THE TRANSFEROR COMPANY

Notice is hereby given that by an order dated the10th day of April, 2017, the Principal Bench of the National

Company Law Tribunal at New Delhi has directed a meeting to be held of Unsecured Creditors of the Transferor

Company for the purpose of considering, and if thought fit, approving with or without modification(s), the

amalgamation proposed to be made between the Transferor Company and the Transferee Company and their

respective members and creditors.

In pursuance of the said order and as directed therein further notice is hereby given that a meeting of Unsecured

Creditors of the said company will be held at PHD Chamber of Commerce and Industry, Modi Hall, No. 4/2, Siri

Institutional Area, August Kranti Marg, New Delhi, Delhi 110016, on Saturday, the 27th day of May, 2017 at 11

o'clock in the morning at which time and place the said Unsecured Creditors are requested to attend. At the

meeting, the following resolution will be considered and if thought fit, be passed, with or without modification(s):

"RESOLVED THAT pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013, and other

applicable provisions, if any, of the Companies Act, 2013 and Companies Act, 1956 and the Memorandum

and Articles of Association of Kobelco Cranes India Private Limited and subject to the approval of Hon'ble

National Company Law Tribunal, Principal Bench at New Delhi (the "Tribunal") and subject to such other

approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to

such conditions and modifications as may be prescribed or imposed by the Tribunal or by any regulatory or

other authorities, while granting such consents, approvals and permissions, which may be agreed to by the

Board of Directors of the Transferor Company (hereinafter referred to as the "Board"), the Scheme of

Amalgamation between Kobelco Cranes India Private Limited and Kobelco Construction Equipment India

Private Limited and their respective shareholders and creditors, placed before this meeting and initialled by

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

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and

things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect

to this resolution and effectively implement the Scheme of Amalgamation and to accept such modifications,

amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while

sanctioning the Scheme of Amalgamation or by any authorities under law, as considered necessary in giving

effect to the Schemeof Amalgamation, as the Board may deem fit and proper."

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

charge at the registered office of the Transferor Company or at the office of its authorized representative Shri

Ken Kuwahara at Third Floor, Mother House, Plot No. 22,Gulmohar Enclave Community Centre, Yusuf Sarai,

New Delhi. 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 C-20, South Extension,

Part-II, New Delhi, Delhi, 110049 not later than 48 hours before the meeting.

Forms of proxy can be had free of charge at the registered office of the Transferor Company.

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The Tribunal has appointed Shri Anand Chhibbar, Senior Advocate, as the Chairperson and failing him,

Shri Inderjit Singh,as the Alternate Chairperson of the said meeting, including for any adjournment or

adjournments thereof.

The above mentioned Scheme of Amalgamation, if approved by the meeting, will be subject to the subsequent

approval of the Tribunal.

Dated this 15th day of April,2017

Sd/-

Anand Chhibbar

Senior Advocate

Chairperson appointed for the meeting

Chandigarh

Notes:

1. Only Unsecured Creditors of the Transferor Company may attend and vote either in person or by proxy(a

proxy need not be an Unsecured Creditor of the Transferor Company) or in the case of a body corporate,

by an authorized representative (including proxy of such authorized representative), at the meeting of

the Unsecured Creditors of the Transferor Company. The authorized representative (including proxy of

such authorized representative) of a body corporate which is an Unsecured Creditor of the Transferor

Company may attend and vote at the meeting of the Unsecured Creditors of the Transferor Company

provided a copy of the resolution of the Board of Directors or other governing body of the body corporate

or a power of attorney or an authority letter authorising such representative to attend and vote at the

meeting of the Unsecured Creditors of the Transferor Company,is deposited at the registered office of

the Transferor Company not later than 48 (forty eight) hours before the scheduled time of the

commencement of the meeting of the Unsecured Creditors of the Transferor Company.

2. The form of proxy can be obtained free of charge from the registered office of the Transferor Company.

3. The Tribunal, by its Order has directed that a meeting of the Unsecured Creditors of the Transferor

Company shall be convened and held at PHD Chamber of Commerce and Industry, Modi Hall, No. 4/2,

Siri Institutional Area, August Kranti Marg, New Delhi, Delhi, 110016, on Saturday, the 27th day of May,

2017 at 11:00 AM for the purpose of considering, and if thought fit, approving, with or without

modification(s), the Scheme.

4. A registered Unsecured Creditor (or its authorised representative) or his proxy, attending the meeting, is

requested to bring the Attendance Slip duly completed and signed.

5. The documents referred to in the accompanying Explanatory Statement shall be open for inspection by

the Unsecured Creditors at the registered office of the Transferor Company between 11.00 A.M. and

5.00 A.M. on all working days up to the date of the meeting.

6. The Notice, together with the documents accompanying the same, is being sent to all the Unsecured

Creditors either by registered post or speed post or by courier service or electronically by e-mail or by

hand delivery or any other mode as directed by Tribunal.The Notice will be displayed on the website of

the Transferor Company www.kobelco-cranes.com/india/.

7. The notice convening the meeting will be published through advertisement in (i) The Statesman in the

English Language; and (ii) Jansatta in the Hindi language.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

PRINCIPAL BENCH, NEW DELHI

COMPANY APPLICATION (M) NO. 30 (PB) 2017

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013;

And

In the matter of Scheme of Amalgamation between Kobelco Cranes India Private Limited and Kobelco

Construction Equipment India Private Limited and their respective shareholders and creditors;

Kobelco Cranes India Private Limited,

A company incorporated under the provisions of the Companies Act, 1956 and having its registered office at

C-20, South Extension, Part-II, New Delhi, Delhi, 11004

-------Applicant-1/ Transferor Company

Kobelco Construction Equipment India Private Limited,

A company incorporated under the provisions of the Companies Act, 1956 and having its registered office at

C-20, South Extension, Part-II, New Delhi, Delhi, 110049.

-------Applicant-2/ Transferee Company

Explanatory Statement under Sections 230(3) and 102 of the Companies Act, 2013 read with Rule 6 ofthe Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

1. Pursuant to order dated April 10, 2017,passed by the Principal Bench of the Hon'ble National Company

Law Tribunal (the "Tribunal") at New Delhi in Company Application (M) NO. 30 (PB) 2017, filed jointly by

Kobelco Cranes India Private Limited ("Transferor Company") and Kobelco Construction Equipment India

Private Limited ("Transferee Company"), a meeting of the Unsecured Creditors of Kobelco Cranes India

Private Limited, Transferor Company, is being convened and held at PHD Chamber of Commerce and

Industry, Modi Hall, No. 4/2, Siri Institutional Area, August Kranti Marg, New Delhi, Delhi 110016, on

Saturday, the 27th day of May, 2017 at 11:00 AM., for the purpose of considering and if thought fit,

approving, with or without modification(s), the proposed Scheme of Amalgamation between the joint

applicants and their respective shareholders and creditors(hereinafter referred to as the "Scheme" or

"Scheme of Amalgamation") under Sections 230 to 232 of the Companies Act, 2013 (the "Act"). A copy of

the Scheme setting out details of parties involved in the proposed Scheme, appointed date, effective

date, share exchange ratio etc., which has been approved by the Board of Directors of the Transferor

Company at its meeting held on Monday, February 27, 2017, is enclosed as Annexure 1. Capitalised

terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless

otherwise stated.

2. In terms of the said Order, the Tribunal has appointed Shri. Anand Chhibbar, Senior Advocate, as the

Chairperson and failing him, Shri Inderjit Singh, as the Alternate Chairperson of the said meeting, including

for any adjournment or adjournments thereof.

3. This statement is being furnished as required under Sections 230(3) and 102 of the Companies Act, 2013

(the "Act"), read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules,

2016.

BACKGROUND OF THE COMPANIES

Particulars of Kobelco Cranes India Private Limited (Transferor Company)

4. Kobelco Cranes India Private Limited (hereinafter referred to as "KCI" or "Transferor Company"), was

incorporated on the 4th day of August, 2010 as a private company limited by shares. The Corporate

Identification Number of the KCI is U29292DL2010FTC206640.The Permanent Account Number (PAN) no.

of KCI is AAECK0664R.The Registered Office of KCI is situated at C-20, South Extension, Part-II, New

Delhi, Delhi, 110049.

5. The email address of KCI is info-kci@kobelconet.com and its website address is www.kobelco-cranes.com/

india/.

6. KCI is primarily engaged in the manufacturing, sales and servicing of cranes, material handling equipment

and other related components. The main objects as mentioned in Clause III A of the Memorandum of

Association of KCI are as follows:

1. To buy, sell, import, export, develop, design, manufacture, fabricate, process, assemble, repair, install,

erect, commission, operate, use, run on hire, lease or otherwise deal in all kinds of cranes including

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used cranes and material handling equipments and other related components.

2. To manufacture, produce, assemble, design, develop, use, sell, repair, operate, run on hire, lease,

import, export and otherwise deal in Rotary Disc Loaders, EOT cranes, Goliath cranes and Road

Rollers.

3. To engage in development, marketing and distribution of crane and other related machineries and its

parts.

7. During the last five years, there has been no change in the name, registered office and the main objects

(summarised above) of KCI.

8. It may be noted that KCI is a private limited company and hence its securities are not listed on any stock

exchange.

9. The capital structure of KCI as on March 31, 2016 is as under:

Particulars Amount (in Rs.)

Authorised Share Capital

267,500,000 Equity Shares of Rs.10/- each 2,675,000,000

Total 2,675,000,000

Issued, Subscribed and Paid-up Share Capital

234,446,831 Equity Shares of Rs.10/- each 2,344,468,310

Total 2,344,468,310

Subsequent to March 31, 2016 and till the date of this notice, there has been no change in the issued,

subscribed or paid up capital of the KCI.

10. The list of the shareholders of KCI as on March 31, 2017, along with their addresses and the percentage

of shares held is as outlined below:

S. Name of Address Percentage ofNo. Shareholder shares held

1. Kobelco Construction Machinery 17-1,Higashigotanda, Shinagawa-Ku, 99.99%

Co., Ltd. 2-Chome, Tokyo, Japan

2. Kobelco Cranes Trading Co. Ltd, 5-F Bright Core Osaki Bldg., 0.01%

Japan 5-5-15 Kita - Shinagawa,

Shinagawa-ku, Tokyo, 141-8626 Japan

Total 100%

11. The list of directors of KCI as on March 31, 2017, along with their names and addresses is as outlined

below:

S. Name of Directors DIN No. Address Date ofNo Appointment

1 Mr. Yutaka Goto 06698917 D-2 A3, First Floor, Vasant Vihar, 01/11/2013

New Delhi - 110057

2 Mr. Hiroshi Yamamoto 07179026 3-34, Ishimori, Kanno-Cho, Kakogawa- 13/05/2015

Shi, Hyogo, Japan, 6750005

3 Mr. Takeshi Miyashita 05248463 E-8/14, Right side Second Floor, 09/04/2012

Vasant Vihar, New Delhi - 110057

4 Mr. Norihiko Hayashi 06657315 3-1-11, Ryugaoka, Kobe, Nishi-Ku, 01/09/2013

Hyogo, Japan, 6512412

Particulars of Kobelco Construction Equipment India Private Limited (Transferee Company)

12. Kobelco Construction Equipment India Private Limited(hereinafter referred to as "KCEI" or "Transferee

Company"), was incorporated on the 22nd day of November, 2006 as a private company limited by shares.

The Corporate Identification Number of KCEI is U45200DL2006PTC155770.The Permanent Account Number

(PAN) no. of KCEI is AACCK9469N. The Registered Office of KCEI is situated at C-20, South Extension,

Part-II, New Delhi, Delhi, 110049.

13. The email address of KCEI is info@kobelconet.in, while its website address is www.kobelconet.in.

14. KCEI is primarily engaged in the business of trading, manufacturing, and service of construction equipment

and its parts.The main object as mentioned in Clause III A of the Memorandum of Association is as

follows:

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1) To carry on in India or elsewhere of all or any of the business of trading, manufacture, sale, service,

importers, exporters, buyers, sellers, wholesalers, traders, agents, brokers, distributors of construction,

transport and other equipment and machinery.

15. During the last five years, there has been no change in the name, registered office and the main objects

(summarised above) of KCEI.

16. It may be noted that KCEI is a private limited company and hence its securities are not listed on any stock

exchange.

17. The capital structure of KCEI as on March 31, 2016 is as under:

Particulars Amount (in Rs)

Authorised Share Capital

200,000,000 Equity Shares of Rs.10/- each 2,000,000,000

Total 2,000,000,000

Issued, Subscribed and Paid-up Share Capital

200,000,000 Equity Shares of Rs.10/- each 2,000,000,000

Total 2,000,000,000

Subsequent to March 31, 2016 and till the date of this notice, there has been no change in the issued,

subscribed or paid up capital of KCEI.

18. The list of the shareholders of KCEI as on March 31, 2017, along with their addresses and the percentage

of shares held is as outlined below:

S. Name of Shareholders Address Percentage ofNo. shares held

1. Kobelco Construction Machinery 17-1,Higashigotanda, 2-Chome, 95.00%

Co., Ltd. Shinagawa- Ku, Tokyo, Japan

2. Itochu Corporation 5-1, Kita Aoyama, 2- Chome, Minato-ku, 05.00%

Tokyo, Japan

Total 100.00%

19. The list of directors of KCEI as on March 31, 2017, along with their names and addresses is as outlined

below:

S. Name of Directors DIN No. Address Date ofNo Appointment

1 Mr. Yutaka Goto 06698917 D-2 A3, First Floor, Vasant Vihar, 30/01/2017

New Delhi - 110057

2 Mr. Naotsugu Umeda 06862081 Apartment No. C1 Old Door No. 17, 13/05/2014

New Door No. 18 Second Crescent Park Road,

Gandhi Nagar , Adyar Chennai 600020

3 Mr. Koji Nakagawa 07167109 B-7/4 Second Floor Vasant Vihar 24/04/2015

New Delhi 110057 Dl In

RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

20. 99.99% of the issued, subscribed and paid-up share capital of KCI (Transferor Company) and 95.00% of

the issued, subscribed and paid-up share capital of KCEI (Transferee Company) is held by the same

parent company (Kobelco Construction Machinery Co. Ltd, Japan).

BOARD MEETING OF TRANSFEROR COMPANY AND TRANSFEREE COMPANY FOR APPROVAL OFSCHEME

21. The Scheme has been unanimously approved by the Board of Directors of KCI (Transferor Company) vide

resolution passed in the meeting held on February 27, 2017. Of the four(4) directors of KCI, three(3) were

present in the meeting, all of whom voted in favour of the resolution, as summarised below:

S. No Name of Directors Voting on the Resolution

1. Yutaka Goto Favour

2. Takeshi Miyashita Favour

3. Norihiko Hayashi Favour

4. Hiroshi Yamamoto Absent from the meeting

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22. The Scheme has been unanimously approved by the Board of Directors of KCEI (Transferee Company)

vide resolution passed in the meeting held on February 27, 2017. Of the three(3) directors of KCEI, two(2)

were present in the meeting, all of whom voted in favour of the resolution, as summarised below:

S. No Name of Directors Voting on the resolution

1. Yutaka Goto Favour

2. Naotsugu Umeda Favour

3. Koji Nakagawa Absent from the meeting

KEY FEATURES OF THE SCHEME

23. Appointed Date of the Scheme, is April 1, 2017 or such other date as may be fixed by the National

Company law Tribunal.

24. Effective Date of the Scheme, has been defined as "later of the dates on which certified copy of the order

of the Tribunal sanctioning this Scheme is filed with the Registrar of Companies by the Transferee Company

and the Transferor Company, as required under the provisions of the Act."

25. The Authorized Share Capital of the KCEI shall be increased to Rs. 4,675,000,000/- (Rupees Four Hundred

Sixty-Seven Crores Fifty Lakh) divided into 467,500,000 (Forty-Six Crore Seventy-Five Lakh) Equity

shares of Rs. 10/- (Rupees Ten) each without payment of any stamp duty/filing fees.

26. Santosh K Singh & Co., Chartered Accountants vide its report dated February 24, 2017 enclosed as

Annexure - 2,determined the relative valuation of KCI and KCEI, for the purposes of recommending the

Share Exchange Ratio for issue of shares by KCEI to the shareholders of KCI pursuant to amalgamation

of KCI with KCEI. Based on the same, KCEI shall issue 14 (Fourteen) fully paid-up equity shares of Rs.10

(Rupees Ten) each to every shareholder of KCI holding 25 (Twenty Five) fully paid-up equity shares of

Rs.10 (Rupees Ten) each. If, any of the shareholders of the KCI become entitled to receive fractional

equity share of the KCEI, then such fractional equity share shall be ignored.

27. It is further declared that the valuation report is available for inspection by the Unsecured Creditors of the

Transferor Company at the Registered Office of the Transferor Company upto one day prior to the date of

the Meeting between 11.00 A.M. to 5.00 P.M. on all working days (except Saturdays, Sundays and public

holidays).

28. It is further provided that the proposed Scheme does not contemplate any corporate debt restructuring

exercise.

29. Rationale of the Scheme: The proposed amalgamation will simplify the management structure, leading to

better administration and reduction in costs resulting from more focused operational efforts, standardization

and simplification of business process.

The amalgamation is driven by the following objectives and is likely to result in the following advantages:

(a) It would result in a simple corporate structure.

(b) It would provide synergistic linkages besides economies in costs and other benefits resulting from

the economies of scale, by combining the businesses and operations of the Transferor Company and

the Transferee Company.

(c) The amalgamation is expected to reduce redundancies and enhance profitability of operations of the

amalgamated entity.

(d) It will be conducive to better and more efficient & effective conduct of business and operations of the

amalgamated entity, by utilizing the financial resources, managerial, technical, and marketing and

services delivery capabilities.

The amalgamation would thus have beneficial results for KCI and KCEI, their shareholders and employees,

and all concerned and will not be prejudicial to the interests of any concerned shareholders or creditors or

general public at large.

30. As on the cut-off date being February 28, 2017, the amount due to Unsecured Creditors of the Transferor

Company is INR 2,30,91,80,920 (Rupees Two Hundred Thirty Crore Ninety One Lacs Eighty Thousand

Nine Hundred and Twenty Only) and the amount due to Unsecured Creditors of the Transferee Company is

INR 3,20,50,38,253 (Rupees Three Hundred Twenty Crores Fifty Lacs Thirty Eight Thousand Two Hundred

and Fifty Three Only).

31. The Scheme does not have a prejudicial effect on the Key Managerial Personnel, Directors, Shareholders,

Creditors, Employees of the Transferor Company and Transferee Company, as no sacrifice or waiver is, at

all, called from them nor are their rights sought to be modified in any manner.

32. None of the Directors, Shareholders, Key Managerial Personnel, Creditors and Employees of the Transferor

Company and Transferee Company respectively have any material interest in the Scheme.

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33. In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the Transferor

Company and Transferee Company have in their separate meetings held on February 27, 2017, have

adopted a report, inter alia, explaining effect of the Scheme on the Shareholders, Key Managerial Personnel,

and Directors. Copy of the Reports adopted by the Board of Directors of Transferor Company and Transferee

Company are enclosed as Annexure-3 and Annexure-4, respectively.

34. No investigation proceedings have been instituted or are pending in relation to the Transferor Company

and Transferee Company under the Companies Act, 2013.

35. The Supplementary unaudited financial statements of the Transferor Company and the Transferee Company

for the period ended on 28th February, 2017 are enclosed as Annexure- 5 and Annexure - 6, respectively.

36. Statement disclosing details of the Amalgamation as per Section 230(3) of the Companies Act, 2013 read

with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

No. Particulars Kobelco Cranes India Kobelco ConstructionPrivate Limited Equipment India

Private Limited

Transferor Company Transferee Company

(i) Details of the order of the Tribunal directing the calling, convening and conducting of the meeting :-

a. Date of the order April 10, 2017 April 10, 2017

b. Date, time and venue of the Meeting Date - May 27,2017 Date - May 27,2017

Time - 11.00 AM Time - 12.00 PM

Venue -PHD Chamber of Venue -PHD Chamber of

Commerce and Industry, Commerce and Industry,

Modi Hall, No. 4/2, Siri Modi Hall, No. 4/2, Siri

Institutional Area, August Institutional Area, August

Kranti Marg, New Delhi, Kranti Marg, New Delhi,

110016 110016

(ii) Details of the Companies including

a. Corporation Identification Number (CIN) U29292DL2010FTC206640 U45200DL2006PTC155770

b. Permanent Account Number (PAN) AAECK0664R AACCK9469N

c. Name of Company Kobelco Cranes India Kobelco Construction

Private Limited Equipment India

Private Limited

d. Date of Incorporation August 4, 2010 November 22, 2006

e. Type of Company Private Company, limited Private Company, limited

by shares by shares

f. Registered Office address C-20, South Extension, C-20, South Extension,

Part-II, New Delhi, 110049 Part-II, New Delhi,110049

g. E-mail address info-kci@kobelconet.com info@kobelconet.in

h. Summary of main object asper the As per Para 6 of As per Para 14 of

memorandum ofassociation; and main Explanatory Statement Explanatory Statement

business carried on by the Company

i. Details of change of name,Registered No change in the name, No change in the name,

Office and objectsof the Company during Registered Office and Registered Office and

the last five years objects during the last objects during the last

five years five years

j. Name of stock exchange(s) where Unlisted Unlisted

securities of the company are listed,

if applicable

k. Details of capital structure - As per Para 9 of the As per Para 17 of the

Authorized, Issued, subscribed and paid-up Explanatory Statement Explanatory Statement

share capital and para 6.1 of Part-I of and para 6.2 of Part-I of

the Scheme the Scheme

l. Names of the shareholders and directors As per Para 10 and Para11 As per Para18 and Para19

along withtheir addresses respectively of Explanatory respectively of Explanatory

Statement Statement

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(iii) If the scheme of compromise or arrangement As per Para 20 of the Explanatory Statement

relates to more than one company, the fact

and details of any relationship subsisting

between such companies who are parties to

such scheme of compromise or arrangement,

including holding, subsidiary or associate

companies

(iv) The date of board meeting at which the As per Para 21 of As per Para 22 of

scheme was approved by the board of Explanatory Statement Explanatory Statement

directors including the name of directors who

voted in favour of the resolution, who voted

against the resolution and who did not vote or

participate onsuch resolution

(v) Explanatory Statement disclosing details of the scheme of compromise or arrangement including:-

a. Parties involved in such compromise or Kobelco Cranes India Private Limited

arrangement (Transferor Company)

Kobelco Construction Equipment India Private Limited

(Transferee Company)

In case of amalgamation or merger

Appointed Date April 1, 2017 or such other date as may be fixed by the

National Company law Tribunal

Effective Date Later of the dates on which certified copy of the order

of the Tribunal sanctioning this Scheme is filed with the

Registrar of Companies by the Transferee Company

and the Transferor Company, as required under the

provisions of the Act

b. Share Exchange Ratio and other As per Para 26 of Explanatory Statement

considerations, if any

c. Summary of Valuation report (if applicable) Refer Annexure 2 for the valuation report

including basis of valuation and fairness

opinion of the registered valuer, if any, and

the declaration that thevaluation report is

available for inspection at registered office

of the Company

d. Details of capital or debt restructuring, if any Not Applicable

e. Rationale for the compromise or arrangement As per Para 2 of the Scheme and Para 29 of the

Explanatory Statement

f. Benefits of the compromise or arrangement As provided in the rationale for amalgamation in Para 2

as perceived by the Board of directors to the of the Scheme and Para 29 of the Explanatory

company, shareholders,creditors and others Statement

(as applicable)

g. Amount due to unsecured Creditors as of Rs.2,30,91,80,920

February 28, 2017 (Rupees Two Hundred

Thirty Crore Ninety

One Lacs Eighty

Thousand Nine Hundred

and Twenty Only)

(vi) Disclosure about effect of the compromise or arrangement on

Key Managerial Personnel No effect No effect

Directors No effect No effect

Shareholders No effect No effect

Non-promoter members Not Applicable

Depositors No effect, as none of the Companies have accepted

any Deposits

Rs.3,20,50,38,253

(Rupees Three Hundred

Twenty Crores Fifty Lacs

Thirty Eight Thousand Two

Hundred and Fifty Three

Only)

Page 10 of 72

(11)

Creditors Creditors shall become the creditors of the No effect

Transferee Company and shall be paid off in the

ordinary course of business.Inter-company

creditors would get cancelled.

Debenture holders No effect, as none of the Companies have issued debentures

Deposit Trustee & Debenture No effect, as none of the Companies have issued debentures or

Trustee accepted deposits

Employees of the Company No effect as employees,will become employees No effect

of the Transferee Company.

(vii) Disclosure about effect of compromise or arrangement on material interest of Directors, Key Managerial

Personnel (KMP) and debenture trustee

Directors No material effect of amalgamation

Key Managerial Personnel No material effect of amalgamation

Debenture Trustee Not Applicable

(viii) Investigation or proceedings, None

if any, pending against the

company under the Act

(ix) details of the availability of the following documents for obtaining extract from or for making or obtaining

copies of or inspection by the members and creditors, namely:

a. Latest Audited Financial Available at Registered Office of the Transferor Company between

Statements of the Company 11:00 a.m. to 05:00 p.m. on all working days

including consolidated

financial statements

b. Copy of the order of Tribunal Available at Registered Office of the Transferor Company between

in pursuance of which the 11:00 a.m. to 05:00 p.m. on all working days

meeting is to be convened or

has been dispensed with.

c. Copy of scheme of Available at Registered Office of the Transferor Company between

Compromise or Arrangement 11:00 a.m. to 05:00 p.m. on all working days

d. Contracts or Agreements There were no contracts or agreement material to the Scheme of

material to the compromise or Amalgamation.

arrangement

e. The certificate issued by the Available at Registered Office of the Transferor Company between

Auditor of the Company to the 11:00 a.m. to 05:00 p.m. on all working days

effect that the accounting

treatment, if any, proposed in

the scheme of compromise or

arrangement is in conformity

with the Accounting Standards

prescribed under Section 133 of

the Companies Act, 2013

f. Such other information or None

documents as the Board or

Management believes

necessary and relevant for

making decision things for or

against the scheme

(x) Details of approvals, sanctions Not Applicable

or no-objection(s), if any, from

regulatory or any other Notice under Section 230(5) of the Companies Act, 2013 is being

governmental authorities given to the Central Government (Regional Director), Registrar of

required, received or pending Companies, Official Liquidator, Income Tax Authorities and Reserve

for the proposed scheme of Bank of India in respect of both the Companies

compromise or arrangement

Page 11 of 72

(12)

(xi) A statement to the effect that the persons to Unsecured Creditors to whom the Notice is sent may

whom the notice is sent may vote in the vote in the meeting either in person or by proxies

meeting either in person or by proxies, or

where applicable, by voting through electronic

means

37. It is confirmed that the copy of the draft Scheme has been filed with the Registrar of Companies, New

Delhi and Haryana by the Transferor Company and the Transferee Company, respectively. In compliance

with the requirement of Section 230(5) of the Companies Act, 2013 and Rule 6 of the Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016, notice in the prescribed form and seeking

approvals, sanctions or no-objections shall be served to the concerned regulatory and government authorities

for the purpose of the proposed Scheme.

38. No other approvals from regulators or governmental authorities are required at this stage nor any have

been received or are pending in respect of the proposed Scheme.

39. In view of the information provided hereinabove and the documents attached alongwith this Notice and

Explanatory statement, the requirement of Section 232(2) of the Companies Act, 2013 have been complied

with.

40. A copy of the Scheme and Explanatory Statement and form of proxy may be obtained from the Registered

Office of the Company at C-20, South Extension, Part-II, New Delhi, Delhi - 110049.

Sd/-

Ken Kuwahara

Authorized Signatory

Dated this 15th day of April, 2017

Registered Office:

C-20, South Extension, Part-II, New Delhi, Delhi - 110049

Page 12 of 72

D

ANNEXURE - 1

Page 13 of 72

SCHEME OF AMALGAMATION

UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013

BETWEEN

KOBELCO CRANES INDIA PRIVATE LIMITED (TRANSFEROR COMPANY)

AND

KOBELCO CONSTRUCTION EQUIPMENT INDIA PRIVATE LIMITED (TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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PREAMBLE

1. DESCRIPTION OF THE TRANSFEROR COMP ANY AND THE TRANSFEREE

COMPANY

1.1 "KOBELCO CRANES INDIA PRIVATE LIMITED" (hereinafter referred to as

"KCI" or "Transferor Company" or "Amalgamating Company"), was

incorporated on the 4th day of August, 2010 as a private company limited by shares.

The Corporate Identification Number of KCI is U29292DL201 OFTC206640.

The Registered Office of KCI is situated at C-20, South Extension, Part-II, New Delhi,

Delhi, 110049.

KCI is a subsidiary of Kobelco Construction Machinery Co. Ltd, Japan. Previously,

KCI was a subsidiary of Kobelco Cranes Co. Ltd, Japan, which merged into Kobelco

Construction Machinery Co. Ltd, Japan with effect from April I, 2016. KCI is primarily

engaged in the manufacturing, sales and servicing of cranes, material handling

equipment and other related components.

The main objects as mentioned in Clau~e III A of the Memorandum of Association of

KCI are as follows:

]) To bi,y, sell, import, export, develop, design, manufacture, fabricate, process,

assemble, repair, install, erect, commission, operate, use, run on hire, lease or

othen付sedeal in all kinds of cranes including used cranes and material

handling equipments and other related components.

2) To manufacture, produce, assemble, design, develop, use, sell, repair, operate,

run on hire, lease, import, export and othe加 isedeal in Rotary Disc Loaders,

EOT cranes, Goliath cranes and Road Rollers.

3) To engage in development, marketing and distribution of crane and other

related machineries and its parts.

1.2 KOBELCO CONSTRUCTION EQUIPMENT INDIA PRIVATE LIMITED

(hereinafter referred to as "KCEI" or "Transferee Company" or

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"Amalgamated Company")、wasincorporated on the 22nd day of November, 2006 as

a private company limited by shares. The Corporate Identification Number of KCEI is

U45200DL2006PTC 155770.

The Registered Office ofKCEI is situated at C-20, South Extension, Part-II, New Delhi,

Delhi, 110049.

KCEI is a subsidiary of Kobelco Constrnction Machinery Co. Ltd彎 .Japan.It is primarily

engaged in the business of trading, manufacturing, and service of construction

equipment and its parts.

The main object as mentioned in Clause III A of the Memorandum of Association is as

follows:

り To carか onin India or elsewhere of all or any of the business of trading,

manufacture, sale, service, importers, exporters, buyers, sellers, wholesalers,

traders, agents, hrokers, distributors of construction, transport and other

equipment and machinery.

2. PURPOSE AND RATIONALE FOR THE SCHEME OF AMALGAMATION

This Scheme of Amalgamation ("Scheme" or " the Scheme" or "this Scheme")

provides for the amalgamation of KC! into and with KCEI pursuant to sections 230 to

232 of the Companies Act, 2013 and other applicable provisions of the Act (hereinafter

defined) and the rules or regulations framed thereunder, to the extent notified and in

accordance with the tenns hereof, as a measure of consolidation of the group entities in

India.

The proposed amalgamation will simplify the management structure, leading to better

administration and reduction in costs resulting from more focused operational efforts,

standardization and simplification of business process.

The amalgamation is driven by the following objectives and is likely to result in the

folioヽvingadvantages:

(a)

(b)

(c)

It would result in a simple corporate structure.

It would provide synergistic linkages besides economies in costs and other

benefits resulting from the economies of scale, by combining the businesses and

operations of the Transferor Company and the Transferee Company.

The amalgamation is expected to reduce redundancies and enhance profitability

of operations of the amalgamated entity.

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(d) It will be conducive to better and more efficient & effective conduct of business

and operations of the amalgamated entity, by utilizing the financial resources,

managerial, technical, and marketing and services delivery capabilities.

The amalgamation would thus have beneficial results for KC! and KCEI, their

shareholders and employees, and all concerned and will not be prejudicial to the

interests of any concerned shareholders or creditors or general public at large.

Accordingly, to achieve the above objectives, the Board of Directors of KCI and KCEI

have considered and proposed to make requisite application(s) and/or petition(s) before

the National Company Law Tribunal, New Delhi under sections 230 to 232 of the

Companies Act, 2013 and other applicable provisions of the Act (as may be in force)

for the sanction of this Scheme to amalgamate KC! into and with KCEI by vesting

Undertaking (hereinafter defined) in KCEI and provide for other matter(s)

consequential or otherwise integrally connected with the Scheme.

3. PARTS OF THE SCHEME OF AMALGAMATION

The Scheme is divided into the following parts:

Part I, which deals with the definitions and interpretations of the terms・used in the

Scheme; the Effective Date of the Scheme; and the Share Capital of the Transferor

Company and the Transferee Company.

Part II, which deals with transfer and vesting of Undertaking (hereinafter defined) of

the Transferor Company into the Transferee Company.

Part Ill, which deals with the issue of shares and matters relating to accounting.

Part IV, which deals with the general terms and conditions that would be applicable to

the Scheme.

The Scheme also provides for various other matters consequential or otherwise

integrally connected herewith.

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PART-I

4. DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following words

and expressions shall have the following meaning:

4.1 "Accounting Standards" means the accounting standards as formulated by the Central

Government as recommended by the Institute of Chartered Accountants of India.

4.2 "Act" or "the Act" means the Companies Act, 2013 to the extent notified and the

Companies Act, 1956 to the extent applicable, the schedules, rules and regulations

prescribed thereunder and shall include all amendments and modifications or re-

enactment thereof for the time being in force and references to sections of the Act shall

be deemed to mean and include reference to corresponding sections of the Companies

Act, 2013 or Companies Act, 1956, as applicable.

4.3 "Appointed Date" means the 1'1 day of April, 2017 or such other date as may be fixed

by the National Company Law Tribunal.

4.4 "Board of Directors" or "Board" means the Board of Directors of the Transferor

Company or the Transferee Company, as the case may be and includes any committee

thereof or persons authorised by the Board or committee thereof.

4.5 "Effective Date" means the later of the dates on which certified copy of the order of

the Tribunal sanctioning this Scheme is filed with the Registrar of Companies by the

Transferee Company and the Transferor Company, as required under the provisions of

the Act. Any references in the Scheme to "upon the Scheme becoming effective" or

"effectiveness of the Scheme" or "Scheme coming into effect" shall mean the "Effective

Date".

4.6 "Income Tax Act" means the Income Ta.'<. Act, 1961, as amended or any statutm-y

modification / re-enactment thereof.

4.7 "KCEI" or "Transferee Company" or "Amalgamated Company" means Kobelco

Construction Equipment India Private Limited, a company incorporated on November

22, 2006 under the Companies Act, l 956 and having its registered office at C-20, South

Extension, Part-II New Delhi, Delhi, l 10049.

4.8 "KCI" or "Transferor Company" or "Amalgamating Company" means Kobelco

Cranes India Private Limited, a company incorporated on August 4, 20 IO under the

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Companies Act, 1956 and having its registered office at C-20, South Extension, Part-II,

New Delhi, Delhi, 110049.

4.9 "NCLT" or "Tribunal" means the National Company Law Tribunal, New Delhi or

any other Bench of the NCL T having jurisdiction in relation to both the Transferor

Company and the Transferee Company.

4.10 "Record Date" means the date, being a date on or subsequent to the Effective Date, to

be fixed by the Board of the Transferee Company for the purposes of issue of shares by

the Transferee Company to the shareholders of the Transferor Company pursuant to

amalgamation of the Transferor Company with the Transferee Company.

4.11 "RoC" or "Registrar of Companies" means the Registrar of Companies, National

Capital Territory, Delhi and Haryana.

4.12 "Scheme of Amalgamation" or "Scheme" means this Scheme of Amalgamation

involving the amalgamation of the Transferor Company into and with the Transferee

Company as approved, with or without any amendments/modifications.

4.13 "Undertaking" means and includes the whole of the business and undertaking of KCI,

as a going concern, being carried on by KCI and shall include (without limitation):

(a) All the assets and properties of KCI as on the Appointed Date, wherever situated,

whether movable or immovable, real or personal, in possession or reversion,

corporeal or incorporeal, tangible or intangible, present or contingent and

including but without being limited to all properties, land and buildings

(leasehold and freehold), plant and machinery, computers and accessories,

software, leases (including lease rights), leasehold improvements, vehicles, fixed

assets, capital work in progress, furniture, fixtures, office equipment, electrical

equipment, appliances, accessories, sundry debtors, inventories, current assets,

actionable claims, investment, deferred tax assets, reserves, provisions, funds,

offices, import entitlements, import licenses, other licenses, registrations,

copyrights, patents, trade names, trademarks, any other intellectual property

whether registered or otherwise, labels, label designs, quality certifications,

tenancy rights, premises, hire purchase and lease arrangements, telephones,

telexes, email and facsimile connections, communication facilities, installations

and utilities, electricity, water and other service connections, benefits of

agreements, contracts and arrangements including customer contracts, powers,

authorities, permits, Central government/ State government incentives/ schemes/

benefits under any law in force, certifications, consents, balances with all

regulatory authorities, easements and all the right, title, interest, goodwill,

deposits, receivables, cash, bank balances and bank accounts, bills of exchange,

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financial assets, loans and advances, tax credits (including Service Tax/ Value

Added Tax credits and refunds), benefits and approval of whatsoever nature

including but not limited to benefits of all tax reliefs, including, under the Income

Tax Act or otherwise, including credit or advance tax, taxes d・educted at source,

amount of tax paid under protest, brought forward accumulated losses and

unabsorbed depreciation (both under books and Income Tax Act), balance with

custom authorities, bonds submitted to custom authorities, deductions for

contribution towards provident fund, gratuity fund, superannuation fund and any

other special employee related funds, bonus and other incentives paid to

employees, sales tax set off, deduction for any tax, duty, cess or fee paid,

whether or not allowable as a deduction and all other rights, claims and powers,

of whatsoever nature and wheresoever situated belonging to or in the possession

of or granted in favour of or enjoyed by KC!, as on the Appointed Date;

(b} All secured and unsecured debts (whether in Indian currency or foreign

currency}, present and future liabilities, contingent liabilities, duties and

obligations (including duties/ rights/ obligations under any agreement, contracts,

applications, letters of intent or any other contracts), bank overdrafts, working

capital loans as on the Appointed Date;

(c) All necessary records, files, papers, engineering and process information,

computer programme, manuals, data, catalogues, quotations, sales and

advertising materials, list of present and former customers and suppliers,

customer credit infonnation, customer pricing information and other records in

connection with or relating to KCI;

{d) Legal (whether civil or criminal), taxation or other proceedings or investigations

of whatsoever nature, if any (including those before any Governmental

Authority) that pertain to KCI, initiated by or against KCI or proceedings or

investigations to which KCI is party to, whether pending as on the Appointed

Date, or which may be instituted any time in the future;

(e) All employees, whether permanent or temporary, on the rolls of KCl as on the

Effective Date.

It is intended that the definition of Undertaking under this clause would enable the

transfer of all property, assets, liabilities, employees etc. of KCI to KCEI pursuant to

this Scheme.

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EXPRESSIONS NOT DEFINED IN THIS SCHEME

The expressions which are used in this Scheme and not defined in this Scheme, shall,

unless repugnant or contrary to the context or meaning hereof, 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 stan,tory modification or re-enactment thereof from time to

time.

5. DATE OF COMING INTO EFFECT

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

imposed or directed by the Tribunal or any other appropriate authority shall take effect

from the Appointed Date, but the same shall become operative on and from the

Effective Date.

6. SHARE CAPITAL

6.1 The share capital of the Trnnsferor Company as on March 31, 2016 is as under:

Particulars Amount in Rs

Authorised Share Capital

267,500,000 Equity Shares ofRs.10/-each 2,675,000,000

Total 2,675,000,000

Issued, Subscribed and Paid-up Share Capital

234,446,831 Equity Shares of Rs. I 0/-each 2,344,468,3 I 0

Total 2,344,468,310

Subsequent to March 31, 2016 and till the date of the Scheme being approved by the

Board of Directors of the Transferor Company, there has been no change in the issued,

subscribed or paid up capital of the Transferor Company.

6.2 The share capital of the Transferee Company as on March 31, 2016 is as under:

Particulars Amount in Rs

Authorised Share Capital

200,000,000 Equity Shares of Rs. I 0/-each 2,000,000,000

Total 2,000,000,000

Issued, Subscribed and Paid-up Share Capital

200,000,000 Equity Shares of Rs. I 0/-each 2,000,000,000

Total 2,000,000,000

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Subsequent to March 31, 2016 and till the date of the Scheme being approved by the

Board of Directors of the Transferee Company, there has been no change in the issued,

subscribed or paid up capital of the Transferee Company.

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PART-II

7. TRANSFER AND VESTING OF THE UNDERTAKING

7. I Upon the coming into effect of this Scheme and with effect from the Appointed Date,

the entire business and whole of the Undertaking of the Transferor Company shall,

pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and

sanction of this Scheme by the Tribunal and other applicable provisions of the law for

the time being in force and without any further act, instrument or deed, stand transferred

to and vested in or deemed to have been transferred to and vested in the Transferee

Company on and from the Appointed Date, on a going concern, so as to become as and

from the Appointed Date the assets and liabilities of the Transferee Company along

with all the rights, title, interest or obligations of the Transferor Company therein.

7.2 Without prejudice to the generality sub-clause 7.1 above, upon the coming into effect of

the Scheme and with effect from the Appointed Date, the transfer and vesting shall be

effected as follows:

(a) All the movable assets including investments, cash in hand, bank balances and

deposits, if any, of the Transferor Company capable of being transferred by

delivery, shall be handed over by physical delivery to the Transferee Company

along with such other documents as may be necessary towards the end and intent

that the property therein passes to the Transferee Company on such delivery,

without requiring any deed or instmment of conveyance for the same and shall

become the property of the Transferee Company accordingly.

(b) All debts, loans and advances recoverable in cash or in kind or for value to be

received, if any, with Government. Customs, Port, local and other authorities and

bodies, customers and other persons, outstanding and receivables of the

Transferor Company other than the movable assets specified in sub-clause (a)

above, shall, on and from the Appointed Date stand transferred to and vested in

the Transferee Company without any notice or other intimation to the debtors

(although the Transferee Company may, if it so deems appropriate, give notice to

the third party that the debts, outstanding and receivables do stand transferred to

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

payments to the Transferee Company on and after the Effective Date.

(c) All immovable properties, including land, together with the buildings and

structures standing thereon or under construction (whether free hold, leasehold,

leave and licensed or otherwise, including tenancies in relation to warehouses.

office space and guest houses and residential premises occupied by the

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employees of the Transferor Company), including the leasehold properties at Sri-

City Andhra Pradesh, and all documents of title, rights and easements in relation

thereto and all rights, covenants, continuing rights, title and interest in connection

with the said immovable properties of the Transferor Company, shall be vested in

and transfe汀edto and/or be deemed to have been and stand transferred to and

vested in the Transferee Company and shall belong to the Transferee Company in

the same and like manner as was entitled to the Transferor Company. The

mutation of the title to the immovable properties shall be made and duly recorded

by the appropriate authorities pursuant to the sanction of the Scheme and upon

the Scheme becoming effective, in accordance with the terms hereof, in favour of

the Transferee Company. Any inchoate title or possessory title of the Transferor

Company shall be deemed to be the title of the Transferee Company.

(d) All the licenses, permits, approvals, permissions, registrations, incentives

(including service tax refunds ancl accumulated Cenvat credit), tax deferrals and

benefits (including income tax, sales tax, customs duty, advance tax, withholding

tax receivables, brought forward losses and unabsorbed depreciation both under

books and Income Tax Act, other tax exemptions and/or deferments, amount of

tax deposited under protest, bonds with the custom authorities), concessions,

grants, rights, claims, leases, tenancy rights, special status and other benefits or

privileges enjoyed or conferred upon or held or availed of by the Transferor

Company and all rights and benefits that have accrued or which may accrue to the

Transferor Company, whether before or after the Appointed Date, shall, without

any further act, instrument or deed, be and stand transferred to and vested in and

or be deemed to have been transferred to and vested in and be available to

Transferee Company so as to become as and from the Appointed Date licenses,

permits, approvals, permissions, registrations, incentives (including service tax

refunds and accumulated Cenvat credit), tax deferrals and benefits (including

income tax, sales tax, customs duty, advance tax, withholding tax . receivables,

brought forward losses and unabsorbed depreciation both under books and

Income Tax Act, other tax exemptions and/or deferments, amount of tax

deposited under protest, bonds with the custom authorities), concessions, rights,

claims, leases, tenancy rights, special status and other benefits or privileges and

shall remain valid, effective and enforceable on the same tenns and conditions.

(e) All assets and properties of the Transferor Company as on the Appointed Date,

whether or not included in the books of the Transferor Company, shall be deemed

to be and shall become the assets and properties of the Transferee Company by

virtue of and in the manner provided in this Scheme without any further act,

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

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been transferred to and vested in the Transferee Company upon the coming into

effect of this Scheme.

(t) All debts, liabilities, contingent liabilities, duties and obligations of every kind,

nature and description of the Transferor Company shall also, without any further

act, instrument or deed, be transferred to or be deemed to be・transferred to the

Transferee Company so as to become as and from the Appointed Date the debts,

liabilities, contingent liabilities, duties and obligations of the Transferee

Company and 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, contingent liabilities, duties and obligations have arisen, in

order to give effect to the provisions of this sub-clause.

(g) The transfer and vesting of the Undertaking of the Transferor Company as

aforesaid, shall be subject to the existing securities, charges and mortgages, if

any, subsisting over or in respect of the property and assets or any part thereof of

the Transferor Company. Provided however that the securities, charges and

mortgages (if any subsisting) over and in respect of the assets or any part thereof

of the Transferee Company shall continue with respect to such assets or part

thereof and this Scheme shall not operate to enlarge such securities, charges or

mortgages to the end and intent that such securities, charges and mortgages shall

not extend or be deemed to extend, to any of the assets of the Transferor

Company vested in the Transferee Company.

Provided further that this Scheme shall not operate to enlarge the security for any

loan, deposit or facility created by the Transferor Company which shall vest in

the Transferee Company by virtue of the amalgamation of the Transferor

Company with the Transferee Company and the Transferee Company shall not be

obliged to create any further or additional security therefore after the Scheme has

become operative.

(h) Loans or other obligations, if any, due between or amongst the Transferor

Company and the Transferee Company shall stand discharged and there shall be

no liability in that behalf with effect from the Appointed Date.

7.3 All assets, of whatsoever nature, acquired by the Transferor Company after the

Appointed Date and prior to the Effective Date, shall also stand transferred to and

vested in the Transferee Company, upon the Scheme becoming effective without any

further act, instmment or deed.

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7.4 Where any of the liabilities and obligations of the Transferor Company as on the

Appointed Date, deemed to have been 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 and all loans raised and used and all liabilities and obligations

incurred by the Transferor Company for the operation of the Transferor Company after

the Appointed Date and prior to the Effective Date shall be deemed to have been raised,

used or incurred for and on behalf of the Transferee Company and to the extent they are

outstanding on the Effective Date, shall also without any further act or deed, be and

shall stand transferred to the Transferee Company and shall become its liabilities and

obligations from such date.

8. BUSINESS AND PROPERTY IN TRUST

Upon coming into effect of the Scheme and from the Appointed Date and upto and

including the Effective Date:

(a) The Transferor Company shall carry on and be deemed to have carried on the

business and activities and shall stand possessed of all the assets and properties,

in trust for the Transferee Company and shall account for the same to the

Transferee Company.

(b) Any income or profit accruing or arising to the Transferor Company, as the case

may be, and all costs, charges, expenses and losses or taxes (including deferred

tax balances, if any) incurred by the Transferor Company shall for all purposes be

treated as the income, profits, costs, charges, expenses and losses or taxes

(including deferred tax balances, if any), as the case may be, of the Transferee

Company.

9. CONDUCT OF BUSINESS TILL THE EFFECTIVE DATE

9.1 With effect from the Appointed Date and upto and including the Effective Date:

(a) The Transferor Company shall carry on its business with reasonable diligence

and in the same manner as it had been doing hitherto.

(b) The Transferor Company shall not alter or substantially expand the business

except with the written concurrence of the Transferee Company.

(c) The Transferor Company shall not, without the written concurrence of the

Transferee Company, transfer, alienate, charge, mortgage or encumber any of its

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assets or properties, except in the ordinary course of business or pursuant to any

pre-existing obligation undertaken prior to the date of acceptance of the Scheme

by the Board of Directors of the Transferor Company.

(d) The Transferor Company shall not undertake any additional financial

commitments of any nature whatsoever, borrow any amounts or incur any other

liabilities or expenditure, issue any guarantees, indemnities, letters of comfort or

commitment either for itself or on behalf of its group companies or any third

party, save and except, in each case, in the following circumstances:

i. If the same is in the ordinary course of business_ as carried on by the

Transferor Company as on the date of filing this Scheme with Tribunal; or

ii. If the written consent of the Transferee Company, as the case may be, has

been obtained.

(e) The Transferor Company shall be entitled, pending the sanction of the Scheme by

the Tribunal, to apply to the Central Government and all other agencies,

departments and authorities concerned as are necessary under any law for such

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

own and carry on the business of the Transferor Company.

(t) All contributions made by the Transferor Company to the Funds in connection

with the employees transferred to the Transferee Company for the period after the

Appointed Date shall be deemed to be contributions paid by the Transferee

Company.

9.2 On the Effective Date but with effect from the Appointed Dale, the Transferee

Company shall be authorized to carry on the businesses carried on by the Transferor

Company.

l O. COMPLIANCE WITH TAX LAWS

This Scheme, has been drawn up to comply with the conditions relating to

"Amalgamation" as specified under the income-tax laws, specifically section 2(18) of

the Income Tax Act, which provides for the following:

(a) all the property of the amalgamating company immediately before the

amalgamation becomes the property of the amalgamated company by virtue of

the amalgamation;

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(b) all the liabilities of the amalgamating company immediately before the

amalgamation become the liabilities of the amalgamated company by virtue of

the amalgamation;

(c) shareholders holding not less than three-fourths in value of the shares in the

amalgamating company (other than shares already held therein immediately

before the amalgamation by, or by a nominee for, the amalgamated company)

become shareholders of the amalgamated company by virtue of the

amalgamation, othenvise than as a result of the acquisition of the property of one

company by the other company pursuant to the purchase of such property by the

other company or as a result of the distribution of such property to the other

company after the winding up of the first mentioned company.

If any terms or provisions of the Scheme are found to be or interpreted to be

inconsistent with any of the said provisions at a later date, whether as a result of any

amendment of law or any judicial or executive interpretation or for any other reason

whatsoever, the aforesaid provisions of the tax laws shall prevail. The Scheme shall

then stand modified to the extent determined necessary to comply with the said

provisions. Such modification will however not affect other parts of the Scheme.

Notwithstanding the other provisions of this Scheme, the power to make such

amendments as may become necessary shall vest with the Board of the Transferee

Company, which power shall be exercised reasonably in the best interests of the

companies and their stakeholders, and which power can be exercised at any time,

whether before or after the Effective Date.

11. LEGAL PROCEEDINGS

I I. I Upon the Scheme coming into effect on the Effective Date and with effect from the

Appointed Date, the Transferee Company shall bear the burden and the benefits of all

legal (whether civil or criminal), taxation or other claims, proceedings and

investigations of whatsoever nature (including those before any Governmental

Authority and those in relation to non-closure of advance licenses) that pertain to the

Transferor Company or its properties, assets, debts, liabilities, duties and obligations,

initiated by or against the Transferor Company or claims, proceedings and

investigations to which the Transferor Company is party to, whether pending as on the

Appointed Date, or which may be instituted any time in the future in relation to the

Transferor Company ("Proceedings"). Upon the Scheme coming into effect on the

Effective Date and with effect from the Appointed Date, if any Proceedings in respect

of the Transferor Company, be pending, the same shall not abate, be discontinued or in

any way be prejudicially affected by reason of the amalgamation of the Transferor

Company with the Transferee Company or of anything contained in this Scheme but the

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Proceedings may be continued, prosecuted and 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 and enforced by or against the Transferor Company, by operation

of law pursuant to the order of the Tribunal sanctioning the Scheme, without any further

act, instrument or deed of the Transferee Company or the Transferor Company.

11.2 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 its name as soon as possible 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.

11.3 Upon the Scheme coming into effect on the Effective Date, the Transferee Company

shall and may, if required, initiate any legal proceedings in its name in relation to the

Transferor Company in the same manner and to the same extent as would or might have

been initiated by the Transferor Company.

12. CONTRACTS AND DEEDS

Subject to the other provisions of this Scheme, all contracts, deeds, bonds, agreements,

insurance policies and other instruments, if any, of whatsoever nature to which the

Transferor Company is a party and subsisting or having effect on the Effective Date

shall be in full force and effect against or in favour of the Transferee Company, as the

case may be, and may be enforced by or against the Transferee Company as fully and

effecttially as if, instead of the Transferor Company, the Transferee Company had been

a party thereto. The Transferee Company may enter into and/ or issue and/ or execute

deeds, writings or confinnations or enter into any tripartite arrangements; confinnations

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

to give fonnal effect to the provisions of this Scheme, if so required or if so considered

necessary. The Transferee Company shall be deemed to be authorised to execute any

such deeds, writings or confirmations on behalf of the Transferor Company and to

implement or carry out all fonnalities required on the part of the Transferor Company to

give effect to the provisions of this Scheme. It is clarified that any inter-se contracts

between the Transferor Company and the Transferee Company, as on the Effective Date

shall stand cancelled and cease to operate in the Transferee Company.

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13. STAFF AND EMPLOYEES

13. I On the Scheme coming into effect, all staff and employees of the Transferor Company

in service on such date shall be deemed to have become staff and employees of the

Transferee Company without any break, discontinuance or interruption in their service

and on the basis of continuity of service and the terms and conditions of their

employment with the Transferee Company shall not be less favourable than those

applicable to them with reference to the Transferor Company on the Effective Date.

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

contributions made towards provident fund (private or public), gratuity fund,

superannuation fund, employee state insurance contributions, leave encashment scheme,

staff welfare scheme or any other schemes, funds or benefits (the "Funds"), created or

existing for the benefit of the Transferor Company employees, together with such of the

investments made by these Funds which relate to such employees, the Transferee

Company shall stand substituted for the Transferor Company, by operation of law

pursuant to the order of the Tribunal sanctioning the Scheme, without any further act,

instrument or deed of the Transferee Company or the Transferor Company, for all

purposes whatsoever relating to the obligations to make contributions to the said Funds

in accordance with the provisions of such schemes or funds in the respective trust deeds

or other documents and all such contributions made by the Transferor Company on

behalf of the Transferred Employees shall be transferred to the Transferee Company.

Without prejudice to above, where necessary under the applicable laws, the Transferee

Company shall take all steps necessary for the transfer of balances of the Funds, to the

Transferee Company. All obligations of the Transferor Company with regard to the

said fund or funds as defined in the relevant rules shall be taken over by the Transferee

Company from the Effective Date to the end and intent that all rights, duties, powers

and obligations of the Transferor Company in relation to such Fund or Funds shall

become those of the Transferee Company and all the rights, duties and benefits of the

employees employed in the Transferor Company under such Funds shall be fully

protected, subject to the provisions of law for the time being in force. It is clarified that

the services of the staff, workmen and employees of the Transferor Company will be

treated as having been continuous for the purpose of the said Fund or Funds.

14. TREATMENT OF TAXES

14.1 Any tax liabilities under the Income Tax Act, Customs Act, I 962, State Sales Tax laws,

Central Sales Tax Act, 1956, Central Excise Act 1944, Service Tax laws or other

applicable laws/ regulations dealing with taxes/ duties/ levies (hereinafter in this Clause

referred to as "Tax Laws") allocable or related to the business of the Transferor

Company to the extent not provided for or covered by tax provision in the accounts

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made as on the date immediately preceding the Appointed Date shall be transferred to

the Transferee Company. Any surplus in the provision for taxation/ duties/ levies

account including advance tax, withholding tax, service tax, CENV AT, and any tax

credit entitlements as on the date immediately preceding the Appointed Date will also

be transferred to the account of the Transferee Company. Any refund under the Tax

Laws due to the Transferor Company consequent to the assessments made on the

Transferor Company and for which no credit is taken in the accounts as on the date

immediately preceding the Appointed Date shall also belong to and be received by the

Transferee Company.

I 4.2 All taxes (including income tax, sales tax, excise duty, customs duty, service tax, value

added tax, etc.) paid or payable by the Transferor Company in respect of the operations

and/ or the profits of the business on and from the Appointed Date, shall be on account

of the Transferee Company and, in so far as it relates to the tax payment (including

without limitation income tax, wealth tax, sales tax, excise duty, customs duty, service

tax, VAT, etc.), whether by way of deduction at source, advance tax, foreign tax credit,

MAT credit or otherwise howsoever, by the Transferor Company in respect of the

profits or activities or operation of the business on and from the Appointed Date, the

same shall be deemed to be the corresponding item paid by the Transferee Company

and shall in all proceedings be dealt with accordingly.

14.3 The brought fonvard losses and unabsorbed depreciation of the Transferor Company

should for all tax assessments proceedings (including Section 11 SJB of the Income Tax

Act) be deemed to have been incurred and recorded by the Transferee Company.

14.4 Upon the Scheme coming into effect on the Effective Date and with effect from the

Appointed Date, all deductions othenvise admissible to Transferor Company including

payment admissible on actual payment or on deduction of appropriate taxes or on

payment of tax deducted at source (such as under Section 43B, Section 40, Section 40A

etc. of the Income Tax Act) shall be eligible for deduction to the Transferee Company

upon folfilment of the required conditions under the Income Tax Act.

14.5 Without prejudice to the generality of the above, all exemptions, deductions, benefits,

entitlements, incentives, drawbacks, licenses and credits (including but not limited to

CENV AT credit, taxes withheld/ paid in India and foreign country etc.) under the

income tax, sales tax, custom duty, excise duty, service tax, VAT, any central

government/ state government incentive schemes etc., to which the Transferor

Company is/ would be entitled to in terms of the applicable Tax Laws of the union and

state governments as well as any foreign jurisdiction, shall be available to and vest in

the Transferee Company notwithstanding the certificates/ challans or other documents

for payment of such taxes/duties, as the case may be, being in the name of the

Transferor Company.

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14.6 The Transferee Company is expressly permitted to file/ revise its income tax, wealth

tax, service tax, VAT, sales tax, excise, CENV AT, indirect taxes, and other statutory

returns under Tax Laws, consequent to this Scheme becoming effective,

notwithstanding that the period for filing/revising such returns may have lapsed. The

Transferee Company is also expressly permitted to amend TDS/ TCS and other

statutory certificates and shall have the right to claim refunds, advance tax credits,

foreign tax credits, set offs and adjustments relating to its respective incomes/

transactions from the Appointed Date. It is specifically declared that all the taxes/ duties

paid by the Transferor Company shall be deemed to be the taxes/ duties paid by the

amalgamated Transferee Company and the Transferee Company shall be entitled to

claim credit for such taxes deducted/ paid against its tax/ duty liabilities

notwithstanding that the certificates/ challans or other documents for pay~ent of such

taxes/ duties are in the name of the Transferor Company.

14.7 All tax assessment proceedings / appeals of whatsoever nature by or against the

Transferor Company pending and/or arising at the Appointed Date shall be continued

and/or enforced until the Effective Date as desired by the Transferee Company. As and

from the Effective Date, the tax proceedings shall be continued and enforced by or

against the Transferee Company in the same manner and to the same extent as would or

might have been continued and enforced by or against the Transferor Company.

Further, the aforementioned proceedings shall neither abate or be discontinued nor be in

any way prejudicially affected by reason of the amalgamation of the Transferor

Company with the Transferee Company or anything contained in the Scheme.

Furthermore, on or after the Effective Date, all rights, entitlements and powers to revise

returns and filings of the Transferor Company under the Tax Laws, and to claim refunds

and/ or credits for the taxes paid, etc. and for matters incidental thereto, shall be

available to and vest with the Transferee Company.

14.8 Without prejudice to the foregoing, with effect from the Appointed Date, all inter-party

transactions between the Transferor Company and the Transferee Company shall be

considered as intra-party transactions for all purposes from the Appointed Date and the

same shall stand cancelled if the said transactions exist on the Effective Date.

14.9 Upon the coming into effect of this Scheme, all tax compliances under any Tax Laws

by the Transferor Company on or after Appointed Date shall be deemed to be made by

the Transferee Company.

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PART-Ill

15. ISSUE OF SHARES

15.1 Upon the Scheme coming into effect and in consideration of the amalgamation of the

Transferor Company into and with the Transferee Company pursuant to this Scheme,

the Transferee Company shall, without any further act or deed and without any further

consideration (cash or non-cash), issue and allot equity shares of Rs. I 0/-each, as fully

paid-up (hereinafter referred to as the "New Equity Shares"), at par to each

shareholder of the Transferor Company whose name is recorded in the register of

shareholders of the Transferor Company as on the Record Date, in the ratio of 14

(Fourteen) Equity Shares of Rs. IO each fully paid-up of the Transferee Company to be

issued for every 25 (Twenty Five) Equity Shares of Rs. IO each fully paid-up of the

Transferor Company, held by the shareholders ("Share Exchange Ratio"). If, any of

the shareholders of the Transferor Company become entitled to receive fractional New

Equity Share of the Transferee Company, then such fractional New Equity Share shall

be ignored.

15.2 The issue and allotment of New Equity Shares as provided in this Scheme is an integral

part hereof.

15.3 The shares or the share certificates of the Transferor Company in relation to the shares

held by its shareholders shall, without any further application, act, instrument, deed, be

deemed to have been automatically cancelled and be of no effect on and from the

Effective Date.

15.4 The New Equity Shares to be issued and allotted in tenns hereof will be subject to the

Memorandum and Articles of Association of the Transferee Company and shall in all

respects, rank pari passu with the existing equity shares of the Transferee Company.

15.5 The Transferee Company shall, if and to the extent required, apply for and obtain any

approvals from the concerned regulatory authorities for the issue and allotment by the

Transferee Company of the New Equity Shares to the shareholders of the Transferor

Company under the Scheme. It is hereby clarified that no approvals from the

shareholder of the Transferor or the Transferee Company will be required for effecting

the allotment.

16. ACCOUNTING TREATMENT

On Scheme becoming effective, the Transferee Company shall account for

amalgamation of the Transferor Company with the Transferee Company in its books of

account with effect from the Appointed Date as under:

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16. I The Transferee Company shall follow the accounting treatment for amalgamation, in

accordance with'Pooling of interest method', as prescribed in Accounting Standard 14

issued by The Institute of Chartered Accountants of India ("AS 14"), as notified under

the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of

the Companies Act, 2013), read together with rule 7 of the Companies (Accounts)

Rules, 2014, which is the applicable law in force, as on the Appointed Date.

16.2 With effect from the Appointed Date, the Transferee Company shall record all the

assets and liabilities of the Transferor Company, vested in the Transferee Company

pursuant to the Scheme, at the respective book values at the close of business of the day

immediately preceding the Appointed Date.

I 6.3 Transferee Company shall record all the reserves of the Transferor Company, in the

same manner and form as they appear in the books of the Transferor Company.

16.4 Any outstanding inter-corporate loans and advances/ deposits/ payables/ receivables

etc., if any, between the Transferor Company and the Transferee Company inter-se shall

stand cancelled and there shall be no further obligation/ outstanding in this respect.

16.5 The Transferee Company shall credit to its'Share Capital Account'in its books of

accounts, the aggregate face value of the New Equity Shares issued by the Transferee

Company to the shareholders of the Transferor Company pursuant to Clause 15 of the

Scheme.

16.6 The difference between the value of the assets, liabilities and reserves of the Transferor

Company recorded in the books of account of the Transferee Company pursuant to

Clause 16.2, Clause 16.3 and adjustments made under Clause 16.4 above, as reduced by

the aggregate face value of the New Equity Shares issued and allotted by the Transferee

Company in terms of Clause 15 of the Scheme, shall be credited to'Capital Reserve

Account'in the books of the Transferee Company.

16.7 If considered appropriate for the purpose of application of uniform accounting methods

and policies between the Transferor Company and the Transferee Company, the

Transferee Company may make suitable adjustments in accordance with the

Accounting Standards.

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17. COMBINATION OF AUTHORISED SHARE CAPITAL

As an integral part of the Scheme and upon the Scheme becoming effective, the

authorised share capital of the Transferor Company comprising of 267,500,000 equity

shares of Rs. IO each shall stand consolidated and vested in and merged with the

authorised share capital of the Transferee Company, without any further act, instrument

or deed by the Transferee Company and without any liability for payment of any

additional fees or stamp duty in respect of such increase as the stamp duty and fees have

already been paid by Transferor Company on such authorised share capital, the benefit

of which stands vested in the Transferee Company pursuant to the Scheme becoming

effective on the Effective Date.

It is hereby clarified that for the purposes of this Clause of the Scheme, the consent of

the shareholders of the Transferee Company to the Scheme shall be deemed to be

sufficient for the purposes of effecting the above amendment and increase in authorised

share capital of the Transferee Company, and no further resolutions or actions under

Sections 13 and/or 61 of the Companies Act 20 I 3 and/ or any other applicable

provisions of the Act would be required to be separately passed or taken. However, the

Transferee Company shall make the requisite filings with the RoC for the increase in its

authorised share capital in the manner set out below:

Particulars Amount (in Rs) No. of shares (of Rs. 10

each)

Authorised share capital of the 2,000,000,000 200,000,000

Transferee Company prior to the

Scheme becoming effective

Addition of authorised share 2,675,000,000 267,500,000

capital of the Transferor

Company upon the Scheme

becoming effective

Total authorised share capital of 4,675,000,000 467,500,000

the Transferee Company after

the Scheme becoming effective

Subsequent to enhancement of the authorised share capital of the Transferee Company

as contemplated herein, the authorised share capital clause of the Memorandum of

Association (Clause V) of the Transferee Company shall stand modified and read as

follows:

、、TheAuthorised Share Capital of the Company is Rs. 4,675,000,000/-(Rupees Four

Hundred Sixty Seven Crores Fifty Lakh) divided into 467,500,000 (Forty Six Crore

Seventy Five Lakh) Equity shares of R.~. I 0/-(Rupees Ten) each. "

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PART-IV

18. SA YING OF CONCLUDED TRANSACTIONS

The transfer of properties and liabilities under Clause 7 and the continuance of

proceedings by or against the Transferee Company under Clause 11 shall not affect any

transaction or proceedings already concluded by the Transferor Company on or before

the date when the Transferor Company adopts the Scheme in its Board meeting, and

after the date of such adoption till the Effective Date, to the end and intent that the

Transferee Company accepts and adopts all acts, deeds and things done and executed by

the Transferor Company in respect thereto as done and executed on behalf of itself.

19. DISSOLUTION OF THE TRANSFEROR COMPANY

On the Scheme coming into effect, the Transferor Company shall, without any further

act or deed, stand dissolved without winding up.

20. APPLICATIONS TO THE TRIBUNAL/ OTHER AUTHORITY

20.1 The Transferor Company and the Transferee Company shall, with all reasonable

dispatch, make applications to the Tribunal, seeking orders for dispensing with or

convening, holding and conducting of the meetings of the shareholders and/ or creditors

of the Transferor Company and the Transferee Company as may be directed by the

Tribunal.

20.2 The Transferor Company and the Transferee Company shall, with all reasonable

dispatch, apply to the Tribunal for sanctioning the Scheme under the applicable

provisions of the Act, and for such other order or orders, as the said Tribunal may deem

fit for carrying this Scheme into effect.

21. CONDITIONALITY OF SCHEME

The Scheme is conditional upon and subject to:

(a) the Scheme being agreed to by the requisite majority in number and value of such

classes of persons including the respective shareholders and secured and

unsecured creditors of each of the Transferor Company and the Transferee

Company except to the extent exempted by the Tribunal;

(b) the Scheme being approved by the Tribunal;

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Page 36 of 72

(c) such other sanctions and approvals including sanctions of any statutory or

regulatory authority, as may be required in respect of the Scheme, being obtained;

(d) filing of the certified copies of the order of the Tribunal sanctioning the Scheme

under the applicable provisions of the Act with the Registrar of Companies.

22. EFFECT OF NON-APPROVALS

22.1 In the event the Scheme is not sanctioned by the Tribunal for any reason whatsoever or

for any other reasons the Scheme cannot be implemented, the Scheme shall become null

and void and shall be of no effect and in that event no rights and/or liabilities shall

accrue to or be incurred inter-se by the Transferor Company and the Transferee

Company and each of the Transferor Company and the Transferee Company shall bear

and pay its respective costs, charges and expenses for and/or in connection with the

Scheme.

22.2 It is expressly clarified, for the removal of doubt that if any of the components of this

Scheme cannot be implemented or effected for any reason whatsoever, the remaining

component(s) shall not in any way be affected or impaired and the Scheme with the

remaining component(s) shall be implemented.

23. MODIFICATION OR AMENDMENT TO THE SCHEME

The Board of the Transferor Company and the Transferee Company may assent to any

modification(s) or amendment(s) in this Scheme which the Tribunal and/ or any other

authorities may deem fit to direct or impose or which may otherwise be considered

necessary or desirable for settling any question or doubt or difficulty that may arise for

implementing and/ or carrying out the Scheme and the Board of the Transferor

Company and the Transferee Company and after the dissolution of the Transferor

Company, the Board of Directors of the Transferee Company be and are hereby

authorised to take such steps and do all acts, deeds and things as may be necessary,

desirable or proper to give effect to this Scheme and to resolve any doubts, difficulties

or questions whether by reason of any orders of the Tribunal or of any directive or

orders of any other authorities or otherwise howsoever arising out of, under or by virtue

of this Scheme and/ or any matters concerning or connected therewith.

24. REVOCATION AND SEVERABILITY

24.1 In the event of any of the said sanctions and approvals not being obtained and/or

complied with and/or satisfied and/or this Scheme not being sanctioned by the Tribunal

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or such other appropriate authority and/or order or orders not being passed as aforesaid

within such period as may be mutually agreed upon by the respective Board of the

Transferor Company and the Transferee Company, this Scheme shall stand revoked,

cancelled and be of no effect.

24.2 In the event of any of the conditions that may be imposed by the Tribunal or other

authorities and which the Transferor Company and the Transferee Company may find

unacceptable for any reason, then the Transferor Company and the Transferee Company

are at liberty to withdraw the Scheme.

24.3 The Board of the Transferor Company and the Transferee Company shall be entitled to

withdraw, revoke, cancel and declare the Scheme of no effect if they are of view that

the coming into effect of the Scheme could have adverse implications on the Transferor

Company and the Transferee Company.

24.4 In the event of revocation under Clause 24.1, Clause 24.2 and Clause 24.3 above, no

rights and liabilities whatsoever shall accrue to or be incurred inter se to the Transferor

Company and the Transferee Company and their respective shareholders or creditors or

employees or any other person 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 in accordance with the applicable law and in such case, each of the

Transferor Company and the Transferee Company shall bear and pay its respective

costs, charges and expenses for and/or in connection with the Scheme.

25. COSTS, CHARGES AND EXPENSES

Except in the circumstances mentioned in Clause 22 and Clause 24 above, all costs,

charges, taxes including duties (including the stamp duty and/ or transfer charges, if

any, applicable in relation to this Scheme), levies and all other expenses, if any (save as

expressly otherwise agreed) of the Transferor Company and the Transferee Company

arising out of or incurred in ca可 ingout and implementing this Scheme and matters

incidental thereto shall be borne and paid by the Transferee Company.

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ANNEXURE - 2

Page 38 of 72

Santosh K Singh & Co, Chartered Accountants

February 24, 2017

STRICTLY PRIVATE AND CONFIDENTIAL

To, The Board of Directors

Kobelco Construction Equipment India Private Limited

H 200, Sector 63,

Noida, Uttar Pradesh

To, The Board of Directors

Kobelco Cranes India Private Limited

Third Floor, Mother House

Plot No. 22, Gulmohar Enclave Community Center,

Yusuf Sarai, New Delhi

Dear Sirs,

Subject: Recommendation of share exchan e ratio for the ur ose of the ro osed mer er of

Kobelco Cranes India Private limited with Kobelco Construction E ui ment India Private

limited

In terms of our engagement letter dated February 1, 2017, we, M/s Santosh K Singh & Co, Chartered

Accountants (hereinafter referred to as "SKS"), have carried out an independent valuation of Kobelco

Cranes India Private Limited (hereinafter referred to as "KCI") and Kobelco Construction Equipment India

Private Limited (hereinafter referred to as "KCEI") (hereinafter collectively referred to as "Companies",

and individually as "Company"), with a view to recommend a share exchange ratio for the purpose of

determining number of shares of KCEI to be issued to equity shareholders of KCI pursuant to the

proposed merger of KCI with KCEI.

In the following paragraphs, we have summarized the valuation analysis of KCEI and KCI together with

the description of the methodologies used and limitation on our scope of work.

CONTEXT AND PURPOSE

We understand that the Management of the Companies are considering a proposal to merge KCI with

KCEI. This is proposed to be achieved by a Scheme of Amalgamation under the provisions of Sections

230 to 232 of the Companies Act, 2013 and other applicable provisions and rules, if any, of the

Companies Act, 2013 and Companies Act, 1956 (hereinafter referred to as "Scheme"). The Appointed

Date for the Scheme is April 1, 2017.

Page 39 of 72

Santosh K Singh & Co, Chartered Accountants

In this connection, SKS, has been appointed to submit a report to recommend a share exchange ratio

and carry out the relative valuation of KCI and KCEI ("Report").

The Report may be placed before the Board of Directors of the Companies and to the extent

mandatorily required under the applicable provisions of Companies Act, 2013, may be reproduced

before judicial, regulatory or Government authorities, in connection with the proposed merger.

The information contained herein and our Report is confidential. It is intended only for the sole use and

information of the Companies, and are to be used only in connection with the Scheme. It is to be noted

that any reproduction, copying or otherwise quoting of this Report or any part thereof, other than in

connection with the Scheme as aforesaid, can be done only with our prior written permission.

1. BACKGROUND INFORMATION

1.1 ABOUT KOBELCO CRANES INDIA PRIVATE LIMITED ("KCI")

KCI was incorporated on August 04, 2010 and has its registered office at C-20, South Extension, Part

II, New Delhi, 110049. The company is primarily engaged in the manufacturing, sales and servicing

of cranes, material handling equipment and other related components.

KCI is part of Kobe Steel group based in Japan. The Kobe Steel Group is a global Enterprise with

business interest in metal, machinery, natural resources and engineering, construction machinery

and environment solutions. The Kobelco Construction Machinery Co. ltd, a group company of Kobe

Steel Group and headquartered in Tokyo, is engaged in Development, manufacture, sale, and

servicing of crawler cranes, rough terrain cranes, civil engineering machines, work vessels, other

machines.

KCI is a subsidiary of Kobelco Construction Machinery Co. Ltd and has its head-office in Delhi. The

manufacturing unit is located in Sri City, Andhra Pradesh, for manufacturing of crawler cranes and

other related equipment's. Further, company has sales & services across India.

The shareholding pattern of KCI as on the date of Report is as under:

S.No. Shareholders Number of shares Share Capital (Rs.) Percentage%

(Rs. 10 each)

1 Kobelco Construction 234,411,831 2,344,118,310 99.985

Machinery Co. Ltd,

Japan

2 Kobelco Cranes Trading 35,000 350,000 0.015

Co. Ltd, Japan

Total 234,446,831 2,344,468,310 100.000

Source: Management

Page 40 of 72

Santosh K Singh & Co, Chartered Accountants

The Management of KCI has represented that there are no outstanding stock

options/warrants/convertible instruments issued and outstanding as at the date of issue of this

Report.

1.2 ABOUT KOBELCO CONSTRUCTION EQUIPMENT INDIA PRIVATE LIMITED ("KCEI")

KCEI was incorporated on November 22, 2006 and has its registered office at C-20, South Extension,

Part II, New Delhi, 110049. The company is primarily engaged in the business of trading,

manufacturing, and service of construction equipment's and its parts.

KCEI is part of Kobe Steel group based in Japan. The Kobe Steel Group is a global Enterprise with

business interest in metal, machinery, natural resources and engineering, construction machinery

and environment solutions. The Kobelco Construction Machinery Co. Ltd, a group company of Kobe

Steel Group and headquartered in Tokyo, is engaged in Development, manufacture, sale, and

servicing of crawler cranes, rough terrain cranes, civil engineering machines, work vessels, other

machines.

KCEI is a subsidiary of Kobelco Construction Machinery Co. Ltd and has its head-office in Naida,

Uttar Pradesh. The manufacturing unit is located in Sri City, Andhra Pradesh, for manufacturing of

excavators and other related equipment's. Further, company has sales & services across India.

KCEI is currently importing CKD parts and global parts from Itochu, Parent/ Group companies and

other global vendors. KCEI is also procuring the Indian manufactured parts from local vendors.

The shareholding pattern of KCEI as on the date of Report is as under:

S.No. Shareholders Number of shares Share Capital (Rs.) Percentage%

(Rs. 10 each)

1 Kobelco Construction 190,000,000 1,900,000,000 95.00

Machinery Co. Ltd,

Japan

2 Itochu Corporation, 10,000,000 100,000,000 5.00

Japan

Total 200,000,000 2,000,000,000 100.00

Source: Management

The Management of KCEI has represented that there are no outstanding stock

options/warrants/convertible instruments issued and outstanding as at the date of issue of this

Report.

2. SOURCES OF INFORMATION

Page 41 of 72

Santosh K Singh & Co, Chartered Accountants

• Brief background of the business of KCI and KCEI;

• Audited financial of KCI and KCEI for the year ended March 31 2016;

• Projected financial statements of KCI and KCEI for the financial year ended March 31, 2017;

• Other relevant details regarding the Companies such as shareholding pattern and other

relevant information and data, including information available in the public domain; and

• Discussions with the Management of Companies including necessary information, explanations

and representations provided by the Management.

3. VALUATION METHODOLOGY

For arriving at the share exchange ratio for the proposed merger of KCI with KCEI would require

determining the value of shares of KCI in terms of the value of shares of KCEI.

There are several commonly used and accepted methods for determining the value of the equity

shares of a company, to the extent relevant and applicable, including:

• Net Asset Value (NAV) Method

• Discounted Cash Flow (DCF) Method

• Comparable Companies Quoted Multiples (CCQM) method

• Market Price (MP) method

The application of any particular method of valuation depends on the purpose for which the

valuation exercise is performed, relevance of each method under the circumstances of the case and

other factors as determined appropriate.

It should be understood that the valuation of any company or its assets is inherently imprecise and

is subject to certain uncertainties and contingencies, all of which are difficult to predict and are

beyond our control.

3.1 Net Asset Value fNAV) method

The asset based valuation technique is based on the value of the underlying net assets of the

business. Under this method, the net assets as per financial statements are adjusted for the market

value of surplus/ non-operating assets, contingent liabilities which may be crystallized and other

adjustments as determined appropriate.

a) KCI:

To perform this exercise, we have used the projected financial statements of KCJ as on March 31,

2017. We were not provided with the market/ fair value of current assets and current liabilities and

in absence of information and based on representation provided by the Management, all the assets

and liabilities of KCJ will fetch atleast the book value which is shown in the projected financial

statements as at March 31, 2017.

Corp office: G-9, H-3, Vardhman Plaza Tower, Netaji Subhash Place, Pitampura, New Delhi 1100 011-47243749

Page 42 of 72

Santosh K Singh & Co, Chartered Accountants

The valuation of KCI as per NAV method is given as under:

Valuation of l<CI as at March 31, 2017 -NAV method

Particulars Rs. Million Rs. Million

Fixed assets: net block

Total fixed assets 975.7

Net current assets

Inventories 1,457.8

Cash and bank balances 68.0

Trade receivable 1,028.7

Other current assets 582.4

Current assets 3,137.0

Sundry creditors 1,773.0

Other Current liabilities 597.7

Net current assets 766.3

Total assets 1,742.0

Borrowings

Unsecured loans 878.2

Total borrowings 878.2

Deferred tax liabilities

Net worth -unadjusted 863.7

Less: contingent liabilities (net of tax)

Net equity value -adjusted 863.7

Add: gross debt 878.2

Less: balances of cash and cash (68.0)

equivalents

Less: non-current loans & advance

Enterprise value 1,674.0

The enterprise value of KCI works out to be Rs. 1,674 million.

b} KCEI:

To perform this exercise, we have used the projected financial statements of KCEI. We were not

provided with the market / fair value of current assets and current liabilities and in absence of

information and based on representation provided by the Management, all the assets and liabilities

of KCEI will fetch atleast the book value which is shown in the projected financial statements as at

March 31, 2017.

Corp office: G-9, H-3, Vardhman Plaza Tower, Netaji Subhash Place, Pitampura, New Delhi 1100 011-4 72437 49

Page 43 of 72

Santosh K Singh & Co, Chartered Accountants

The valuation of KCEI as per NAV method is given as under:

Valuation of l<CEI as at March 31, 2017 -NAV method

Particulars Rs. Million Rs. Million

Fixed assets: net block

Total fixed assets 584.6

Net current assets

Inventories 1,993.4

Cash and bank balances 64.8

Trade receivable 2,792.3

Other current assets 1,459.7

Current assets 6,310.2

Sundry creditors 3,539.5

Other Current liabilities 1,199.5

Net current assets 1,571.2

Total assets 2,155.8

Borrowings

Secured & Unsecured loans 843.6

Total borrowings 843.6

Deferred tax liabilities

Net worth -unadjusted 1,312.2

Less: contingent liabilities (net of tax)

Net equity value -adjusted 1,312.2

Add: gross debt 843.6

Less: balances of cash and cash equivalents (64.8)

Less: non-current loans & advance ~

Enterprise value 2,091.0

The enterprise value of KCEI works out to be Rs. 2,091 million.

3.2 Discounted Cash flows ("DCF") method

Under the DCF method the projected free cash flows to the equity shareholders are discounted at

the weighted average cost of capital. The sum of the discounted value of such free cash flows is the

value of the equity shares.

To estimate the cash flows available to the company, projected income statement and balance

Page 44 of 72

Santosh K Singh & Co, Chartered Accountants

derived by the Management of the Company from the integrated results of the economic outlook,

industry outlook, corporate analysis, historical financial analysis and Management's expectations.

Hence, DCF method involves high level of subjectivity on the future maintainable profits and high

degree of reliance has to be placed on the Management estimates.

a) KCI:

On the basis of historical financial statements, we have observed that KCI has been incurring huge

cash losses in previous financial years.

Further, on the basis of our discussions with the Management of KCI, we understand that presently

Company is utilizing only part of its installed capacity due to various industry factors and

Management does not foresee strong demand for crawler crane in near future, due to ongoing

slump in major construction and infrastructure projects in India.

Given that above, it is difficult to estimate the future cash profits of the Company. Accordingly, it is

not appropriate to use DCF method for arriving at enterprise value of KCI.

b) KCEI:

On the basis of historical financial statements, we have observed that KCEI has been incurring huge

cash losses in past, except in recent financial years.

Further, on the basis of our discussions with the Management of KCEI, we understand that the

company is continuously making substantial investment to expand its facilities and also business of

KCEI is subject to exposure to foreign exchange fluctuations, due to which it is difficult to estimate

future cash profits of the company with reasonable certainty.

We also understand that the business of KCEI is expected to have volatility on account of fluctuation

in demand in construction and real estate sector in India.

Given that above, it is not appropriate to use DCF method for arriving at enterprise value of KCEI.

3.3 Comparable Companies (Quoted) Multiple ("CCQM") method:

Under this method, value of the equity shares of the company is arrived at by using multiples

derived from valuations of comparable listed companies, as manifest through stock market

valuations of listed companies. This valuation is based on the principle that market valuations,

taking placed between informed buyers and informed sellers, incorporate all factors relevant to

circumstances.

Corp office: G-9, H-3, Vardhman Plaza Tower, Netaji Subhash Place, Pitampura, New Delhi 111 011-4 72437 49

Page 45 of 72

Santosh K Singh & Co, Chartered Accountants

There are listed companies engaged in manufacture and trading of construction equipment's in

India but they may not be comparable, since KCI and KCEI predominantly use the technology and

raw materials sourced from their parent/ group companies in Japan. Hence there are no listed

companies in the Indian stock market which are exactly comparable to KCI and KCEI in terms of

nature and profile of business, and stage of operations.

Given the above, we have not used CCQM method for arriving at the value of KCI and KCEI for the

purpose of our valuation analysis.

3.4 Market price ("MP") method

The market price of an equity share as quoted on the stock exchange in the same company is

normally considered as the fair value of the shares of that company where such quotation are

arising from the shares being regularly and freely traded in.

Since none of the Companies involved in the proposed merger are listed on any of the recognised

stock exchange in India or outside, we have not considered the MP method for arriving at the value

of KCI and KCEI for the purpose of our valuation analysis.

4. RELATIVE VALUATIONS

The basis for the proposed merger of KCI into KCEI would have to be determined after taking into

consideration all the factors and methodologies mentioned hereinabove. For the purpose of

recommending a share exchange ratio, it is necessary to arrive at the single relative value of KCI and

KCEI. It is however important to note that in doing so, we are not attempting to arrive at the

absolute equity value, but at their relative values to facilitate the determination of a share

exchange ratio.

For arriving at the equity value of KCI and KCEI, the NAV method assumes relevance in the instant

case, as the revenues and profits of the Companies are inconsistent, and cannot be reasonably

estimated given the nature of business and volatility in the sectors in which the Companies operate.

Accordingly, it may be reasonable to value the Companies based on the current realizable position

of assets and liabilities.

Valuation of KCI and KCEI

The summary valuation of both the entities by assigning 100% weightage to NAV method being the

most relevant method to arrive at value of the Companies:

Corp office: G-9, H-3, Vardhman Plaza Tower, Netaji Subhash Place, Pitampura, New Delhi 1100 011-4 72437 49

Page 46 of 72

Santosh K Singh & Co, Chartered Accountants

KCI -Equity Value

l1fil!!tln~,1 Summary 遅血担 Rs. Mn Value (in Rs. Mn)

Net Asset Value method

Weighted Average Value

Adjusted Enterprise Value

Add: Cash

Add: Non current loan & advance

Less: Debt

Equity Value

Number of Shares {in million)

Per Equity Share Value

KCEI -Equity Value

100% 1,674.0 1,674.0

1,.674.0

1,674.0

68.0

0.0

(878.2)

863.7

234.4

3.68

I~ ~ ~:l.u~~n = I Net Asset Value method

Weighted Average Value

Adjusted Enterprise Value

Add: Cash

Add: Non current loan & advance

Less: Debt

Equity Value

Number of Shares (in million)

Per Equity Share Value

100% 2,091.0

5. RECOMMENDATION OF SHARE EXCHANGE RATIO FOR EQUITY SHARES

2,091.0

Z,091,0

2,091.0

64.8

0.0

(843.6)

1,312.2

200.0

6.56

In the light of the above and on a consideration of all the relevant factors and circumstances as

Page 47 of 72

Santosh K Singh & Co, Chartered Accountants

• 14 (Fourteen) equity shares of KCEI of Rs 10/-each fully paid up for every 25 (Twenty Five)

equity shares of KCI of Rs. 10/-each fully paid up.

We have not evaluated the exchange ratio from any other perspective.

6. SCOPE LIMITATIONS

This Report is subject to the limitation detailed hereinafter. As such the Report has to be read in

totality, and not in parts, in conjunction with the relevant documents referred to above.

Computation of share exchange ratio is specific to the intended purpose as agreed in the terms

of our engagement Letter.

We owe responsibility only to the Board of Directors of the Companies, and do not accept any

liability to any third party, in relation to this Report. Neither the Report nor the contents may

be referred to or quoted in any registration statement, prospectus, offering memorandum,

annual report, loan agreement or other agreement or document given to third parties, other

than in connection with the proposed Scheme, without our prior written consent.

• The determination of share exchange ratio involves considerable exercise of professional

judgment as regards alternative methodologies and is also significantly influenced by prevailing

industry, economic and market (including capital market) conditions. We have exercised

reasonable care while exercising professional judgment and consideration of the aforesaid

factors; however it is possible that any other valuer may not agree with the methodologies

used by us and the relevant factors considered by us.

Valuation analysis performed by us is not and should not be construed to constitute as an

audit. The Valuer is not expressing any opinion on any GAAP related issues and has not offered

any attestation services. The above mentioned procedures were performed to the extent of

data provided to us by the Management.

• Valuation analysis is also specific to the date of this Report. An exercise of this nature involves

consideration of various factors including those impacted by prevailing stock market trends in

general and industry trends in particular. As such, our results are, to a significant extent,

subject to continuance of current trends beyond the date of the Report. We, however, have no

obligation to update this Report for events, trends or transactions relating to the Companies or

the market/ economy in general and occurring subsequent to the date of this Report.

• Our Report on valuation analysis was based on inquiries of and discussions with Management

and reading of the documents provided to us. In the course of our valuation analysis, we have

relied upon financials and other information, including estimates of future financial

performance and assumptions thereof, provided by Management.

• Our conclusions are dependent on such information being complete and correct in all material

respects. We have not conducted an independent audit, due diligence review or validation of

such information and estimates of future financial performance for the purpose of this

assignment. Accordingly, we don't express an opinion or any other form of assurance thereon

and we accept no responsibility or liability for any losses occasioned to Companies, their

directors or shareholders or to any other party as a result of our reliance on such information.

Page 48 of 72

Santosh K Singh & Co, Chartered Accountants

No representation is made as to the accuracy or completeness of such information unless

expressly stated and nothing in our Report should be relied as a representation of the future.

We make no representation or warranty as to the accuracy or completeness of the information

used for our analysis, including any estimates, and shall have no liability for any

representations (expressed or implied) contained in, or for any omission from, these

procedures.

We have performed our analysis of the Companies and no account has been taken of any

discount or premium that may be negotiated in the market in the event of a distress sale.

• It is understood that this Report is required in connection with the limited purpose and will not

be used to solicit either directly or indirectly -investments in the Companies or otherwise for

any transaction.

• This Report was not prepared by us for use by prospective financing sources. If, at any time, a

potential financing source reviews this Report, such financing source should conduct their own

investigation and analysis of the data set forth in this document, obtain their own independent

advice, and reach their own conclusions.

• We are not required to give testimony or to appear in Court/NCLT by reason of this valuation

analysis, with reference to the Companies in the Report.

• Any inferences drawn from this Report should consider the Report in its entirety.

• Nothing has come to our attention to indicate that the information provided was materially

mis-stated/incorrect or would not afford reasonable grounds upon which to base the Report.

We do not imply and it should not be construed that we have verified any of the information

provided to us, or that our inquiries could have verified any matter, which a more extensive

examination might disclose. We are not responsible for arithmetical accuracy / logical

consistency of any information provided by Management and used in our analysis.

• The recommendation rendered in this Report only represents the recommendations of the

valuer based upon information provided by the Management and other sources and said

recommendations shall be considered advisory in nature. Our recommendation will however

not be for advising anybody to take buy or sell decision for which specific opinion needs to be

taken from expert advisors.

::。口〗〗~Chartered Accountants

(Partner)

Membership no. :

Firm Registration no. :

Place : Delhi

Dated: February 24, 2017

ANNEXURE - 3

Page 49 of 72

KOBELCO KOBELCO CRANES INDIA PVT. LTD. Third Floor, Mother House Plot No. 22, Gulmohar Enclave Community Centre, Yousuf Sarai, New Delhi・11 O 049 India TEL: +91-11-40151900 Fax; +91-11-40151952

Report under Section 232(2)(c) of the Companies Act, 2013

I. This repo1t is under the provisions of Section 232(2)(c) of the Companies Act, 2013 and

summarizes the effect of the Scheme of Alnalgamation between Kobelco Cranes India Private Limited ('KCI'or'Company'or'Transferor Company') and Kobelco Construction

Equipment India Private Limited ('KCEI'or'Transferee Company') and their respective

shareholders and creditors (hereinafter referred to as the'Scheme') on the shareholders and

the Key Managerial Personnel.

2. The Scheme envisages the runalgamation of the Company with KCEI under the provisions

of Section 230 to 232 of the Com pa叫 sAct, 2013.

3. Brief background of KCEI

KCEI was incorporated on the 22nd day of November, 2006 as a Joint Venture (''JV")

between Itochu Corporation and Kobelco Construction Machinery Co. Ltd, Japan. The registered office of KCEI is located at C-20, South Extension, Part II, New lJelhi, 110049.

KCEI is primarily engaged in the business of trading, m皿 ufacturing,and service of

construction equipments and it~parts.

The shareholding pattern of KCEI as'on date is as under:

S.No. Shareholders Number oi shares Share Capital (Rs.) Percentage¾ (Rs. 10 each)

l Kobelco Construction 190,000,000 1,900,000,000 95.00 Machinery Co. Ltd,

Japan '' 2 Itochu Corporation, 10,000,000 100,000,000 5.00

Japan , ......

Tota! 200,000,000 2,000,000,000 100.00

4. Brief background of the Company

The Company was incorporated on the 4th day of August, 2010 as a subsidiary of Kobelco

Cranes Co. Ltd., which later merged into Kobelco Construction Machinery Co. Ltd, Japan.

The registered omce of the Company is located at C-20, South Extension, Part JI, New

Paee 1 of 4 ,):] ィ~ I割内 俵芥え-

Page 50 of 72

Delhi, 110049. The Company is primai・ily _engaged in the manufacturing, sales and

servicing of cranes, material handling equipment and other related components.

The shareholding pattern of the Company as on date is as under:

S.No. Shareholders Number of shares Share Capital (Rs.) Percentage%

(Rs. 10 each)

I Kobelco Construction 234,411,831 2,344,118,310 99.985

Maclunery Co. Ltd,

Japan

2 Kobelco Cranes 35,000 350,000 0.015

Trading Co. Ltd, Japan

Total 234,446,831 2,344,468,310 100.000

5. Rationale of the Scheme

The proposed amalgamation of Company with KCEI, is driven by the following objectives

and is likely to result, inter alia, in the following advantages:

a. It would result in a simple corporate structure.

b. It would provide synergistic linkages besides economies in costs and other benefits

resulting from the economies of scale, by combining the businesses and operations of

the Transferor Company and the Transferee Company.

c. The ainalgamation is expected to reduce redundancies and enhance profitability of

operations of the amalgamated entity; and

d. Lt will be conducive to better and more efficient & effective conduct of business and

operations of the merged entity, by utilizing the fin皿 cialresources, m皿 agerial,

technical, and marketing and services delivery capabilities.

6. Key features of the Scheme

a. The Scheme, inter alia, envisages amalgamation of the Company with KCEI under

Sections 230 to 232 of the Companies Act, 2013

b. The Appointed Date for the proposed amalgamation is April 1, 2017 or such other

date as may be fixed by the National Company law Tribunal ('NCLT')

c. The consideration for such amalg皿 ationis to be discharged by KCEI by issue of

equity shares to shareholders of the Company as per the Share Exchange Ratio

reconunended by independent valuer, namely, Santosh K Singh & Co. Chartered

Accountants.

Pa2:e 2 of 4 ルタク

Page 51 of 72

d. The Authorized Share Capital of the KCEI shall be increased to Rs. 4,675,000,000/—

(Rupees Four Hundred Sixty-Seven Crores Fifty Lakh) divided into 467,500,000

(Forty-Six Crore Seventy-Five Lakh) Equity shares of Rs. I 0/-(Rupees Ten) each

without payment of any stamp duty/filing fees.

e. The Scheme is subject to the approval of Shareholders and Creditors of the Company

and KCEI and sanction by the NCL T.

The Scheme is considered to be in the interest of the shareholders, creditors and employees

of the Company and KCEI.

7. Share Exchange Ratio for the amalgamation

Santosh K Singh & Co., Chartered Accountants vide its report dated February 24, 2017

determined the relative valuation of KCEI and the Company for the purposes of

recommending the Share Exchange Ratio for issue of shares by KCEI to the shareholders

of the Company pursuant to amalgamation of the Company with KCEI.

Based on the same, KCEI shall issue 14 (Fourteen) fully paid-up equity shares of Rs.IO

(Rupees Ten) each to every shareholder of the Comp叩 yholding 25 (Twenty Five) fully

paid-up equity shares of Rs. IO (Rupees Ten) each. If, any of the sh釘 eholdersof the KCI

become entitled to receive fractional equity share of the KCEI, then such fractional equity

share shall be ignored.

8. Post-merger shareholding pattern

Al、tcrthe issuance of shares as per the Share Exchange Ratio stated above, the shareholding

pattern of KCEI post-merger, is as follows:

S.No. Shareholders Number of shares

Share Capital (Rs.) %of

(Rs. 10 each) shares

I Kobelco Construction 321,270,625 3,212,706,250 96.976

Machinery Co. Ltd, Japan

2 Itochu Corporation, Japan 10,000,000 l 00,000,000 3.019

3 Kobelco Cranes Trading 19,600 196,000 0.006

Co. Ltd, Japan

Total 331,290,225 3,312,902,250 100.000

Pa!!e 3 of 4 払倉丸

Page 52 of 72

9. Key Managerial Personnel and Directors

The list of Key Managerial Personnel and Directors of the Company as on date is as under:

S. No. Name Designation DIN No」

Shares Held Registration no

1 Mr. Yutaka Goto Managing Director 6698917 NIL

Mr. Hiroshi Director 7179026

2 Yamamoto NIL

3 Mr. Takeshi Miyashita Director 5248463 NIL

4 Mr. Norihiko Hayashi Director 6657315 NIL

5 Mr. Gyanendra Singh Company Secretary Al 7747 NIL

The list of Key Managerial Perso1111el and Directors of KCEI as on date is as under:

S. No. Name Designation DIN No./

Shares Held Registration no

1 Yutaka Goto Managing Director 06698917 NIL

2 Koji Nakagawa Director 07167109 NIL

3 Natsuogo Umeda Director 06862081 NIL

4 Shipra Gupta Company Secretary A19596 NIL

None of the Directors or the Key Managerial Personnel of the Company or KCEI are

interested in the Scheme.

Date: February 27、2017

及怠孔Place: New Delhi Managing Director

’釘ヽ I甜l丈Director

Page 4 of 4

ANNEXURE - 4

Page 53 of 72

KOBELCO KOBELCO CONSTRUCTION EQUIPMENT INDIA PVT. LTD. Head Office: H-200, Sector-63, Noida, (U.P.)-201 307 India Tel.: +91-120-4079900, 4079930 Fax No.: +91-120-4079999 CIN:-U45200DL2006 PTC155770

True I KOBELCO

/ l

Report under Sec.tion 232(2)(c) of the Companies Act, 2013

1. This report is under the provisions of Section 232(2)(c) of the Companies Act, 2013 and

summarizes the effect of the Scheme of Amalgamation between Kobelco Cranes lndia

Private Limited ('KCI'or'Transferor Company') and Kobelco Construction Equipment

lndia Private Limited ('KCEI'or'Company'or'Transferee Company') and their

respective sharcholders and creditors (hereinafter referred to as the・Scheme') on the

shareholders and the Key Managerial Personnel.

2. The Scheme envisages the amalgamation of KCI with the Company under the provisions of

Section 230 to 232 of the Companies Act, 2013.

3. Brief background ofKCI

KCI was incorporated on the 4th day of August, 2010 as a subsidiary of Kobelco Cranes

Co. Ltd., which later merged into Kobelco Construction Machinery Co. Ltd, Japan. The

registered office of KCI is located at C-20, South Extension, Part II, New Delhi DL,

110049. KCI is primarily engaged in the manufacturing, sales and servicing of cranes,

material handling equipment and other related components.

The shareholdingμattcrn of KCI as on date is as under:

S.No. Shareholders Number of shares Share Capital (Rs.) Percentage%

(Rs. 10 each)

1 Kobelco Construction 234,411,831 2,344,118,310 99.985

Machinery Co. Ltd,

Japan

2 Kobclco Cranes 35,000 350,000 0.015

Trading Co. Ltd, Japan

Total 234,446,831 2,344,468,310 100.000

4. Brif,f background of the Company

The Company was incorporated on the 22nd day of November, 2006 as a Joint Venture

("JV") between Itochu Corporation and Kobelco Construction Machinery Co. Ltd, Japan.

The registered office of the Company is located at C-20, South Extension, Part II, New

Page 1 of 4 ~&iJ ;I_.;, 11女希 iRegistered Office: C-20, South Extension Part-II, New Delhi-110049, India

Visit us : www.kobelconet.in

Page 54 of 72

Delhi DL, 110049. The Coi;npany is primarily engaged in the business of trading,

manufacturing, and service of construction equipment's and its pa11s.

The shareholding pattern of the Company as on date is as under:

S.No. Shareholders Number of shares Share Capital (Rs.) Percentage%

(Rs. 10 each)

1 Kobelco Construction 190,000,000 1,900,000,000 95.00

Machinery Co. Ltd,

Japan

2 Itochu Corporation, 10,000,000 100,000,000 5.00

Japan

Total 200,000,000 2,000,000,000 100.00

5. Rationale of the Scheme

The proposed amalgamation of KCI with the Company, is driven by the following

objectives and is likely to result, inter alia, in the following advantages:

a. It would result in a simple corporate structure.

b. lt would provide synergistic linkages besides economies in costs and other benefits

resulting from the economies of scale, by combining the businesses and operations of

the Transferor Company and the Transferee Company.

c. The amalgamation is expected to reduce redundancies and enhance profitability of

operations of the amalgamated entity; and

d. It will be conducive to better and more efficient & effective conduct of business and

operations of the merged entity, by utilizing the financial resources, managerial,

technical, and marketing and services delivery capabilities.

6. Kev features o(the Scheme

a. The Scheme, inter alia, envisages amalgamation of KCI with the Company under

Sections 230 to 232 of the Companies Act, 2013

b. The Appointed Date for the proposed amalgamation is April 1, 2017 or such other

date as may be fixed by the National Company law Tribunal ('NCL T')

c. The consideration for such amalgamation is to be discharged by the Company by issue

of equity shares to shareholders of KCI as per the Share Exchange Ratio

recommended by independent valuer, namely, Santosh K Singh & Co. Chartered

Accountants.

Page 2 of 4 文病 i証国i呵

Page 55 of 72

d. The Authorized Share Capital of the KCEI shall be increased to Rs. 4,675,000,000/-

(Rupees Four Hundred Sixty-Seven Crores Fifty Lakh) divided into 467,500,000

(Forty-Six Crore Seventy-Five Lakh) Equity shares of Rs. 10/-(Rupees Ten) each

without payment of any stamp duty/filing fees.

c. The Scheme is subject to the approval of Shareholders and Creditors of the Company

and KCI and sanction by the NCLT.

The Scheme is considered to be in the interest of the shareholders, creditors and employees

of the Company皿 dKCI.

7. Share Exchange Ratio for the amalgamation

Santosh K Singh & Co., Chartered Accountants vide its report dated February 24, 2017

determined the relative valuation of KCI and the Company for the purposes of

recommending the Share Exchange Ratio for issue of shares by the Company to the

shareholders of KCI pursuant to amalgamation of KCI with the Company.

Based on the same, the Company shall issue 14 (Fourteen) fully paid-up equity shares of

Rs. IO (Rupees Ten) each to every shareholder of KCI holding 25 (Twenty Five) fully paid-

up equity shares of Rs.10 (Rupees Ten) each. If, any of the shareholders of the KCI become

entitled to receive fractional equity share of the KCEI, then such fractional equity share

shall be ignored.

8. Post-merger shareholding pattern

After the issuance of shares as per the Share Exchange Ratio stated above, the shareholding

pattern of the Company post-merger, is as follows:

S.No. Shareholders

I Kobclco Construction

Machinery Co. Ltd, Japan

2 Itochu Corporation, Japan

3 Kobclco Cranes Trading

Co. Ltd, Japan

Total

Number of shares

(Rs. 10 each)

321,270,625

10,000,000

19,600

331,290,225

Page 3 of 4

Share Capital (Rs.) %of

shares

3,212,706,250 96.976

100,000,000 3.019

196,000 0.006

3,312,902,250 100.000

災名丸

低旦Lる1

Page 56 of 72

9. Kev Managerial Personnel and Directors

The list of Key Managerial Personnel and Directors of the Company as on date is as under:

S. No. Name Designation DIN No.I

Shares Held Registration no

I Yutaka Goto Managing Director 06698917 NIL

2 Koji Nakagawa Director 07167109 NIL

3 Natsuogo Umeda Director 06862081 NIL

4 Shipra Gupta Company Secretary Al 9596 NIL

The list of Key Managerial Perso1mel and Directors of KCI as on date is as under:

S. No. Name Designation DIN No./

Shares Held Registration no

1 Mr. Yutaka Goto Managing Director 6698917 NIL

Mr. Hiroshi Director 7179026

2 Yamamoto NIL

3 Mr. Takeshi Miyashita Director 5248463 NIL

4 Mr. Norihiko Hayashi Director 6657315 NIL

5 Mr. Gyanendra Singh Company Secretary Al 7747 NIL

None of the Directors or the Key Managerial Personnel of the Company or KCI are

interested in the Scheme.

Date: Februai・y 27, 2017

後急 LPlace: New Delhi Managing

Director

可あr

直。t

aec l

r

足

Page 4 of 4

ANNEXURE - 5

Page 57 of 72

Kobtko Cronn lndi負Priv●le Limittd

Provision● 18●I● nrt Shett●● ● 128 ftbruory 2017

(All amounts in Indian Rupees)

、、"''A,••

28 Fthru● ry 2017 As•t

31 ¥hrch2016

EQUITY AND LIABILTIES

Shftreholdtn'funds

Share capital

Reserves and surplus

ー

2

Non-current II● bllitles

Long-term borrowings

Other long-term llabiltics

Long-term provisions

Current llnbilities

Short-term borrowings

Trade payables

-Total outstanding dues of micro enterprises and small enterprises

-Total outstandmg dues of creditors other than micro enterprises and small

enterprises

Other current liabilities

Short-term provisions

6

7

7

8

9

TOTAL

2,34,44,68,310 2,34,44,68,310

(1.48. 74.64,380) (1,36,05,04,631)

85,70,03,930 98,39,63,679

28,24,41,251 31,53,91,268

7,60,000 7,60,000

95、88,972 95,88,972

29,27,90,223 32,57,40,240

52,55,00,000 61,00,00,000

98,44,413

I, 79,25.30,079 2,31,10,18,967

69,61,80,091 54,31,15,038

I, 15,49,838 63,84,579

3,02,57,60,008 3,48,03,62,997

4, I 7,55,54, I 61 4, 79,00,66,916

ASSETS

Non-curnnt● ""'

Fixed assets

-Tangible fixed assets

-Intangible fixed assets

-Capital work-in-progress

Long-term loans and advances

Other non-current assets

Current assets

Inventories

Trade receivnhles

Cash and bank balances

Short-tenn loans and advances

Other current assets

TOTAL

o.,. :-23/03/2017

Plott :-N,w D•lhl

10 97,89,31,482 91,23,23,253

10 69,59,061 11,02,91,882

10

98,58,90,543 1,02,26, 15,135

II 12,41,62,773 12, 73,46,250

12 17,49,373 17,92,752

1,11,18,02,688 1,15,17,54,137

13 1,73,62,89,930 1,91,29,13,442

14 75,93,29,361 I .I 5,78,28,742

15 7,25,55,971 6,46, 76,451

16 49,45,85,950 50, 17,32,258

17 9,90,261 11,61,886

3,06,37,51,473 3,63,83, 12,780

4 •1,,,7.'.'i'i:;,•:'i4 • 161 4, 79,00,66,916

For•nd on hel1"1f of Ko加lcoCrants India Priv•te Limited

及叙丸Yuf•k• Goto M●n● gin~Oireclor DIN -06698917

Page 58 of 72

Kobeko Cranes Indl負Prlv●le Limited

Provisional Statement of Profit and Loss for tht period ended 2R Fohru•ri·2017 (All amounts in Indian Rupees)

Nol< For lht pぐriot!tndrd 28 hhru● ~ - 2017

... ,》rthe period ended 31 lヽarch2016

Rrvenue from operations

Sale of manufactured goods (gross)

Less. Excise duty

Sale of manufactured goods (net)

Sale of traded finished goods

Sale of spare parts

Sale of services Other operating revenue

Tot●I

18

8

8

8

8

ー・・・

Othtr incomt 19

1,70,33,86,795

16,98,45,320 --— 1,53,35,41,4 75

3,70,54,929

2,33, 73,402

1427175 ， .'''

1,59,53,96,980

4,67,63, 116.33

2,55,05,45,628

21,05,99,800 ー・-・― 2,33,99,45,828

1,54,79,627

5,08,79,478

1,10,72,728

2,39,34,456 2,44,13,12,118

1,16,39,261

Toi● I rt¥'tnut 1,64,21,60,097 2,4S,29,Sl_J_79

E,p,nsts

Cost of materials consumed

Purchases of stock in trade

Changes in inventories of finished goods, work-in-progress and stock m trade

Employee benefits

Finance costs

Depreciation and amonisation

Other expenses

Tot● I uptnsts

Loss btfort I● x for th• ptriodl yt•r

Less: Tax expense

Loss ofter to, for the ptriod/ yrar

Pl•«:- !¥ぐ"Drlhi

20 1,54,46,47,077 2,42、67,32,303

21 2,45,85,901 3,65,70,125

22 (29,71,03,474) (53,46,62,905)

23 13,28,59,994 15,22,37,873 24 8,41,96,218 16,44,76,742

10 6,61,35,781 8,11,13,512

25 21,37,98,349 51,40,44,266

1,76,91,19,846 2,84,05, 11,9 I 6

(12.69,59.749) (38,75,60,537)

(12,69,59,749) (38,75,60,537)

For and on bthalr o『

Kob,lco Cranu India Privat, Llmlt,d

瓜椴梵Yutaka Goto

Managing Dirrttor

DIN -06698917

Page 59 of 72

Kobelco Cranes India Prlv● te Limited

Provision● I Not● , to Onancl●I●t● temenls for the period ended 28 February 2017

(All omounlS ,n lnd,an Rupees)

I Sh● reC'opll●I

A● 1horl1td

267,500,000 (Previous year 267,500,000)cquity shares of Rs 10

cnch

Issued, subscribed● nd p● Id●●p

2)4,446,831 (Previous year 234,446,831) equity shares or Rs IO

each

A● ● t A● ●9 28 Febru● ry 2017 31 March 2016

2,67,50,00,000 2,67,50,00,000

2,)4,44,68,) IO 2,)4,44,68.310

~~

•) Reconcll,ilon Qf the ,hor● , out,! ● ntlinR ot the b,Rinnin• ond at the end of the reporlino period

At the beginning of the period/year

Add. Issued during the penodl year

Al the end of the period/ year

b) Right, pr<『●rrnce and restriction● ti● ched to ,qulty sh● res

A●●t Asat

28 Frbruary 2017 JI Iヽ●r<h 2016

Num如 rofsh●res Amount

Numb•ro『●h ●res Amount

23.44,46,8)1 2,)4,44,68,)10 11.80,40.193 1,18,04,01,930

・・ 11.64,06.638 1,16,40,66,380

2J,44.46.R3 I 2.34.44.68,JI O 21,44.46,811 2.)4,44,68,J I 0 ——-----ll,c Company has only one elm of cquny shares havmg a pa『valueof Rs IO per sh,re Each shareholder of equily share ,s ehgible for one vole per share held In 1he even! of

hquodation. lhc equ11y shareholder w,11 be eligiblic lo receive 1he remaining assclS oflhc心 mpanyancr di,1ribu1ion of ell pre「ercnuel血 ounl,,n the propon,on 10 !heir shanoholdmg.

c) Sh● ,., held by uch shareholder holding more th● n~¾sh • res

Koholco Con,trucllon Machinery Co ltd, Japnn (Fonnclv

Koh<lco Crano, Co, Ltd) tho holding company

d) The ulumate holding company ,s Kobe Steel Limited. J● pnn

<) Sh● m h•ld by holdlna ,omp● ny● nd lh<lr ,uhsldl● rl, ●

Eqmty shnres of Rs IO each fully paid up held by

-Kobelco Construcuon Machmety Co Ltd. Japan

(fonnely Kobclco Cranes Co., Ltd) , th< holding company

-Kobclco Cranes Tr● ding Co, Ltd Japan, the subs心aryof ultimate

holdmg company

A● ● I 28『ebruary2017

Number of ,h● re●

23.44,11.831

％● aeol

oh● rtholdinR

99 99'/,

As● 131 Much 2016

Number ofsh● res

23.44.11.831

¾••• of sh● rcholdln•

99 9守ん

-·-込は.1.!~L.. --~ ~ ~

As 11 28 Febru● ry 2017

Number ofsh● ,., ,¥monnt

2),44.11,831 2.34.41,18,310

As● 131 Mo,ch 20tr,

Numl><r or●h● , .. Amo11nl

23,44,11,831 2,34,41, 18,310

35,000 J,50,000 35,000 J,50,000

~-.lli!~.. ~~ 心，とー・...~~._2,1出認~.!.2..I) AaRrt1(1lt number of●h● rn Issued for considrr● llon olhrr lh●● 9ヽshdurlna 1hr prrlod● rnve Y• ● rs lmmtdl● trly prec母 inalh• reporlina d● le:

Partlcul●m

Issue of fully匹 1dup•qu,ty shares of Rs IO each pursuanl to a

contr● ct without paym•nt being received in cash Cumulall\'• number of shares

l RmrvH● nd surplus

DeOcil In lhe S1a1tme● I 0『Pron,and Lon

Balance at the bcgmnmg of the J><riod,'year Add Loss for lhe period/ year

Balance● t the end of lhe J)<nod/ year

J Long • I.rm borrowlnas

From B● nks

-Term loan from bank

-External commerctal borrowings from banks

From Olhers

Deferred payment habthty

Y●● rs (•RR"&• te number o『,h●res)

31 Marchl016 31 Decemberl014 31 Dぃember2013 31 December 2012 31 December 2011

3,11,20.000 J,11,20,000 3,11,20,000

NonべU『rentportion

3,11,20,000

3,11,20,000

3,11,20,000

A● ● I Asol

JI February 1017 31~I • rch 2016

(l.l6,05,04,6ll) (97,29,44.094)

(12,69.59,749) (38,75.60.537)

~~ 必,01,,63.!,),

Cumnl porllon•

A● ● I A● ● t A● ● I A, ●I

28 Fcbru● ry 2017 JI Morch 2016 28 Fcbru● ry 2017 JI March 2016

62,45,400

27.61,95,851

1,24,90,799

29,84, 17,439

44,83,030

62,45,400

4,18,47,901

44,16,337

62,45,400

4,15,03,616

88,36,414

,_1x.1~•-~ が8 --—泣紐:'.£!..一

./'

浚租i

Page 60 of 72

Koh,lco Croncs India Prlv● le Umilcd Provision● IN● ,., 10 nnancl● 1,1● 1,mcnt, for oh, l"'riod ended 28 Febru● ry 2011

(All● mounls ,n lndi,n Rupees)

4 Olher long・lerm 11● blltles

Lease equahsallon resetve

~Long. term provision,

Provlolon 『or •mploy.. h,n,011

. Gratuity

• Com芦 ns●tod absenm

c, Sho,t -trrn, borrowings

From Banlu

.w叩 ngcapital demand loan

7 Tr● dcp●y● blcs

Trade p● yablcs

-payabl, to micro and sm● II cnlerpns,s•

-payable to rclaoed panic,

-pavnbl, 10 oohcn

8 Other current II● bllltles

Current m● turilles of long-term debt

Current portion of deferred payment hab巾ly

Interest accrued but not due on borrowmgs

Advence from customers

Other p●y● bles:

ProvisSton「orExpenses

Service tax payable

R & D C:m Payable

TDSp● yable

Exme duty payable

Provident fund payable

ESJC: Payable

Bonus P● yable

VAT payable

ProfesStonal tax p● yable

Payable to employees

Lease equahsahon reserve

9 Short・ltrmprovisions

Provision『or,mploy" hontflts

-Gratuity

-Com応ns●ted absences

Othm:

-Provmon for warrant,es

-Prom,on for weath tax

Disclosure rel● tln1tow● rrantles

At the切gmnmgof the period/ year

Add Prov1S10n made during the period/ year

Less Prov1S10n utthsed during the period/ year

At the end of the period/ year

Aul A● ●t

28 Febru● ry 2017 31 M● rch 2016

7,60,000 7,60,000

7,60,000 7,60 000 _ ___..._

A, ● t A, ●t 28 Febru● ry 2017 31 March 2016

38,81,864)8,81,864

57.07,108 57,07,108

95,88,972 95,88,972 --A● ● t A, ●l

28 Febru● ry 2017 31 March 2016

ll,ll,00.000 61,00,00,000

52,55、00,000 61,0Q,OQ,OOO __ ....... ,.

Asal A● ●t 2R l'ebrn● ,y 2017 31 March 2016

1,76,)5,74,260

2,80,55,819

98,44,413

2,23,99.77.4%

7,10,41.471

l,79,2~,30,079 2,Jl,08,63,380 -—,,,,,, _ _

Asal

28 February 2017

4,80,93,301

,4 4,16.)37

1.02,41, I 02

S 1.22,34,505

1,39,24,809

7.30,751

71,16,940

42.98,396

8,13.25.311

8,31,791

46,953

Aul

31 March 2016

4,77,49,016

88,36,414

71.07,636

32,82,25,07)

1」3,04,25810,39,586

81,10,402

72,08,053

8, I 3,25,311

12,38,358

10,08.333 11.10,670

1,01,41.309 3,84,44,326

15,450 11.850

lJ,97,122 10,46,404

3.57.681 3,57.681

~~ A111 Aul

28 February 2017 JI March 2016

20,45,471 2.2S.644

31,47,416 10,01,984

63,56,95 I 51,56.95 I

.• --―-----・・ I 15,49,8J8 63,84,579 ___,.___ -51,56,951 53,25, I 08

12,00,000 37,10,967

38,79,124 '... 一'_,_,.. 一63,56,951 51,56,951 --

足杯丸

Page

61

of 7

2

Kobelco Cranes India Private Limited

Provisional Notes to financial statements for the period ended 28 February・2017

(All amounts in Indian Rupees)

Note -10 : Fixed Assets

Particulars As at I April 2016

Tangibles assets

Leasehold land 12.50,86, 176

Factory bmldmg 57,44,64,949

Plant and machinery 51.61,35,478

Furniture and fixtures l、24,97,225

Office eqmpmcnt 1,21, 18,505

Computers and computer peripherals 1,14,53,063

Data Center & Computer Servers 1.47,86,420

Vehicles 1,41,42, 182

Total tangibles assets 1,28,06,83,998

Intangible assets

Software 97,72,034

License fee 6,77,54.010

Total Intangibles assets 7,75,26,044

Cost

Additions during Deletions/Adjustment As Al

the period during the period 31 Februal')・2017

12.50,86,176

34,47,667 事 57,79,12,616

1,48,31,513 53,09,66,991

77,26,467 2,02.23,692

6,36,919 ． 1,27,55,424

18,54,195 1,33,07,258

1,47,86,420

10,65,784 15,29.681 1,36. 78,285

2,95,62-<;45 15,29,681 1,30、87,16,862

97.72,034

6.77.54、010

7,75,26,044

Accumulated Depreciaton r-ct Block

As at I April Additions du ring On Deletions/ As At As At

2016 the period Adjustment JI February 2017 31 Februar)・2017

27,88,361 11,56.186 39、44,547 12,ll,41,629

11,15,98,424 1,60,08,474 - 12,76,06,898 45,03,05, 718

12,46,27,563 3,07,30,868 15,53,58,431 37,56,08,560

85,21,851 8.02,300 93,24,151 1,08,99,541

81,12,638 12,43,622 ． 93、56,260 33,99.164

93,40,248 13,72,042 1,07,12,290 25,94,968

8,81,410 22.55.098 31,36,508 1,16.49,912

1,10,53,063 6.71.557 13,78,325 1.03,46,295 33.31,990

27,69,23,558 5,42,40, 147 13,78.325 32.97,85,380 97,89.31,482

72.81,949 18,18.110 一

91,00,059 6,71,975

5,13,89.401 1,00.77,523 6, 14,66,924 62.87.086

5,86,71,349 1,18,95,633 7,05,66,983 69,59,061

及和 i

Page 62 of 72

11

Kobrko Cranu lndi負 Prlv負t,Limiltd

Provision● I Notes to financial st•trm,nts for tht period rndrd 28 Ftbruary 2017 (All amounts in Indian Rupees)

Lon~term lo● ns● nd adv● nets

(uns● cured , considered good unlrss stated othrrwise)

Capital advances

Security deposit

Other lo● ns● nd advances -Prepaid expenses

-Income tax recoverable

-Bnlnncc with excise, custom and other authorities

12 Other non-rurrtnt ustts

(unヽecuredconsidered good unless stated otherwise)

Bank deposits (due to mature after 12 months from the reporting date)• Interest accrued on bank deposits

• Bank deposits represents fixed deposits placed as security with custom authorities

13 lnnntoriu

(valued at lower of cost or net realisable value)

Raw material $

Raw material in transit

Spare parts (traded) Work in pro即ress•Finished~oods'

14 Trade Rec•ivables (unsecured, considered good, unless stated otherwise)

Receivables outstanding for the period exceeding 6 month from the date

they became due for the payment

Other debts

15ぐASh●nd b● nk bal● ncu

C•sh • nd rash ,qulv•l•nts Cash on hand Balance with Banks• -On current accounts

-On deposit accounts (with original maturity of 3 months or less)

Other bank balances (with maturity of more than 3 months and less than I year)

DtlRils or bRnk bRIRnces/deposits

Bank balances available on demand/deposits with original maturity of

3 month or less included under'Cash and cash equivalents'

Bank deposits due to mature within 12 month of the reporting date

included under'other bank balances'

Bank deposits due to mature after 12 months of the reporting date

included under'other non-current assets'(refer note I 2)

16 Short term lo負nsand adv鼻ntu

(unless, considered good unlessstated otherwise)

To rtl● ltd p● rtie• Re-imbursement recoverables

Top● rties other thnn rel● ltd p● rties Security deposits Other loan and advantu

-Advance to suppliers

-Advances to employees

-Prepaid expenses -Deposits under Protest -Cenvat Credit of Value Added Tax

-Balance with excise. custom and other authorities

Tot•I

17 Other current asset, (unless, considered good unlessslaled otherwise)

Interest accrued on bank deposits

As Al As Al

28 Fthrunry 2017 31 MArch 2016

4,33,945 45,58,839

59,25,420 51,01,500

8,44,364 10,98,777

27,92、431 24、20,52111,41,66,613 11,41,66,613 12,41,62,773 12,73,46,250 ••• • " • 一...,. •• As at 、¥s●t

28 Fcbru● ry 2017 31 M● rrh20l6

13,02,000 13,02,000 4.47,373 4,90,752

As●t 28 F,bruary 2017

53,86,54,780

1,76,33,867 17,32,54,960

1,00,67,46,322

As Al

31 March 2016

81,07,64,864

12,02,91,591 1,38,95,266

34,90,87 ,852 61,88,73,869

I, 73,62,89,930 1,91,29, 13,442 ＇ ・''―=, .. , ., ,.,,.~'" """

As al As al

28 Frhru● rv 2017 31~lnrch 2016

11,82, 174 88,00,773

75,81,47, 187 I, 14,90,27,969

75,93,29,361 1,15,78,:!8,742 , ,,, -,. .. ―' ,n 冨ー—., , .. ' —,. ' , •

.\s•I As•I 28 Fehnrnn・2017 31 M•rch 2016

t,15,714 82,379

5,35.35,380 2,14,90,227 3,50,00,000

1,89,04,877 81,03,845

7,25,55,971 6,46,76,451 ---,・.. - ・- --—昌—●9●—呵● 一=......... ,

1,89,04,877

3,50,00,000

81,03,845

13.02,000 13,02.000

2,02,06,877 4,44,05,845 ー・・-_,' As●I

28 Februarv 2017

37,71,078

40,71,681

9,95,412

65,23,354 43,59,353

10,00,000 20,250

47,38,44,822

As nt

JI Mnrrh 2016

61.71.235

44.02.981

17,10,098

83,12,479

35,01,253

10,00,000 20,250

47,66, 13,962

, "" , 49,45,85,950 ,.. ― .. ~ .32,~ 邑

As● t As at

28 Ftbruary 2017 31 March 2016

9 90 261 11,61,886

" " , .. .2,~,!l.26 し ， 一,,_,_,l!,,fl,,88~厠

立租文

Page 63 of 72

Kobeleo Cr● ne, India Private Limited Provi,ion● I Noles to fin● ncl● hi● ttmenr, for lht ptriorl cnrlrd 28 February 2017 (All nmounts in Indian Rupees)

18 Revenue from operation,

S● leofm● nul● ctured eoods #

Sale ofmanufac1ured goods (~'Toss) Less. Excise duty Sale of Manufactured eod, (net) Sale of Jradcd fini,hcd eood, #

S● le of'"● re o● rl,

Income from ,ervice,

S I a es commtsston Service income Job Work Income

Other operatin2 revenue Scrap sales Liobililles no longer requ,red 1vritten bock

19 Other income

Interest Income

-on fixed deposits

-on others

-on delay payment from Customer

Net gain on account of foreign exchnnge nuctuations

Duty Dr● whack

MEIS (E,po" Incentive)

Storage & Repacking charges received

Profit on Sale of Assets Miscellaneous

20 Cost o『materi●I, con,um叫

Inventory of materials nt beginning of the period Purchases

Inventory of materials at the end o「theperiod

2 I Purehu< or 1raded good,

Machme

Steel Plates Spore parts

22 Ch● nges in inventories of Onished good●, WO『k-ln-progrcssand .,tock in trndr

Finl,hed good●

Opening inventory -Manufactured -Spare par1s (traded) Clo,ing inventory -Manufi● cturcd -Sp● re par1s (traded) (lncrense)/decreasc in inventory

Work -In-pro町...Opening inventory Closing inventory (lncreasc}ldecrease in inventory

Net decrea,c/(lncre● ,e) In Inventory

23 Employee比ncfit,

Salaries, wages and bonus Contribution to provident fund & ESIC Gratuity Compensated absences Sta!Twclfore expenses

For the period ended 28 Febru● rv 2017

1,70,33,86,795 16,98,45,320

1,53,35,41,475

3,70,54,929 1,57,05,96,404

33,73,219 42,86, 172

1,57,14,011 2,33, 73,402

14,27,175

14,27,175

1.~~.~J.~6. りRo

For the period endl'd 28 Februarv 2017

17,16,366

74,674

11,25,000

2,09,17,661

62,02,180

1,29,98,862

35,62,630

1,S4,S80 11,164

4,67,63, 116

For the period ended 28 February 2017

93,10,56,455

I, 15,22,45,402

53,86,54,780

1,54,46,47,077

For the period ended 28 February 2017

2.45.85.901

2,45,85,901

For the period ended 28 Febru● rv 2017

S3,1S,48,SS8 1,38,95,266

1,00,67,46,322 1,76,33,867

(47,29,36,365)

34.90,87,852 17,32.54,960 17,~8.32,892

!iil,71,ijJ,474)

For the period ended 2ft l'rhruarv 2017

10,70.88,639 46,41,572 22,91,667 39,95.200

1、48,42,9161j,2s.~9,994

For the period ended JIM● rch 2016

2,55,05,45,628 21,05,99,800

2,33,99,45,828 1,54.79,627 5,08,79,478

Z,40,63,04,933

45,76,311 64,96,417

’・10,72,728

19,73,345

2,19,61,112 2,39,34,456

2,44,13,12,117

For the period ended 31 M● rch 2016

87,77,476

81,546

25,40,000

50,000 1,90,239

1,16,39,261

For the period ended

31 March 2016

43,85,99,527

2,91,91,89,231

93,10,56,455

2,42,67,32,J~

For the period ended JI March 2016

1,52,14,SIS 10,21,616

2,03,33,994

3,65, 70, 125

For the peri叫 endedJI lヽarch2016

10,76, 10,236 2,22,53,779

S3,7S,48,SS8 1,38,95,266

(42,15,79,809)

23,60,04, 756 34,90,87,852 (11,30,83,096)

(53,46,62,~05)

For the period ended 31 M•reh lOl 6

12,40,01,953 52,96,789 20,28,425 37,39,184

1,71,71,522 I 5,22_,37,873

及荏丸

Page 64 of 72

24

Kobelco Cranes India Priv● le Limited

Provision● I Noles lo fin● nci● I slalemenls for lhe period ended 2R Fchru•rr 2017 (All amounts in Indian Rupees)

Fin● nee co,ts

Interest

-on tenn loan

-on working capital loan and short term lo●n

-on interest on external commercial borrowings

-on others

-Interest on CKD

-Interest to MSMED

2~Other expense,

Consumables Excise duty related to incrense/decrense in inventory of finished goods Power and fuel

Rent

Repairs

-Building

-Plant and machinery

-Others

Insurance

Rates and taxes

Travelling and conveyance Legal● nd professional

Comm,ss,on

Freight Outward & CHA Charges Export

Job Work Expenses

IT Support Charges

Business promotion

Bank charges

Bank~uarantee char~es Communication expense

Printing and st● tionery Warranty expense (net of warranty claim recovered)

Vehicle running and maintainence

Techmcnl assistant fees

Rovaltv Miscellaneous

Net loss on account of foreign exchange fluctuations

Provision forヽvritedoヽvnof inventories offinished goods to net realisable value

For the period ended For the period ended

28 Fcbruarv 2017 31 Mnreh 2016

13,62,865 26,05,614

4,Jl,43,768 13,44,33,643 1.95、01,598 2, IJ.46, 111

8,46,227 5,86,762

1,93,4 I ,760 53.59,846

1,44,766 li,4 I ,~6,218 16.44.76,742

For the period ended For the period ended

28 February 2017 31 Morch 2016

4,93,28,698 9,02,35,077

(6,28,17,781) 1,37,48, 183 1,71,67,816 2,20,94,579 2,54,79,694

8,91,822 10,15,851 33,59,087 32,74,417

1,00,76,591 92,SS,423 38,33,016 43,43,836

7,30,302 3, 11.42.387

2,13,92,826 3,61,43,827 1.45. 18,662 2,52, 16,282

25,27,475 20,97,013

1,56,08,540 1,62, 70,989

91,81,715 1,13,43,375

97,62,792 92,25.321

93,60,360 1,02,68,304

12,16,902 34,34,483 7,55,7)4 2,02,095

40,68,1 IJ 57,16,228 16,12,638 26, 17,262

8,72.488 38,81,755

23、42.066 27,71,795

24,06,373 66,83,204 1,25,56,60 I 1,56, 11,674

IS.52,785 24.4S,772

23, 16,21,685

93,96.482 ilJ1.~gJ4~ 51,40,44,266

後肛允

ANNEXURE - 6

Page 65 of 72

Kobeko Con,trnctlon Equipment India Prlv● te Limited

Provl•lon• 18●l● nee Sheet•• ● I 28 Febru● ry 2017

(All amounts are in Indian Rupees, unless otherwise stated)

Note AJ at 28 February 2017

Equity● nd LI● bllltles

Sh● n,holder's funds

Share capital

Reserves and surplus 3

4

2,00,00,00,000

(61,59,0l,119)

1,38,40,98,881

Non-current II● blllllcs

Long-term borrowings

l.ong-lerm provisions 5

6

Current II● bllitles

Short-tenn borrowing

Trade payables

-total outstanding dues of micro enterprises nnd small enterprises

(refer to note 38): and

・totaloutstanding dues of creditors other than micro enterprises

and small enterprises

Provisions

Other current liabilities

Short-tenn provisions

Toi●I

A•••u Nonべurn,ntu,etJ

Fixed assets

Tangible● ssets

Intangible assets

Copital work-in-progress

Long-term loans and advances

Other non-current assets

Current assets

Inventories

Trade receivables

Cash and bank balances

Shon-tenn loans and advances

Other current assets

7

6

3, 18,03,21,935

32,40,59,295

17,70,96,509

3,60,32,497

4,60, 12,32, I 52

泣8153~! r~33,

2

3

4

0

1

,.-

．．

-

,

•••

As at 31 March 2016

2,00,00,00,000

(76,33,27」30)

I ,23,66, 72,870

2,72,68, 114

1,03,31,953 一．＿．．3, 76,00,067

88,37,21,916

1,73,84, 15,318

2,61,22,23,284

20,74,24,678

67,40,06,352

40,12,976

5,23,60,82,609

70,88, 72,695

4,05,42,790

2,17,89,86,312

41,71,57,827

36,64,13,042

8, 18,40,391 ● " -

3,79,38,13,057

5,06,, も，~~,994

， 57,48,68,523 56,24,99,782

1,32,34,71S 5, 13,90, 153

1,97,04,83S 1,09,49,447

10 13,28, 16,395 11,31,55,670

It 86,23,956 3,70,02,986

74,92,48,424 77,49,98,039

1,59,55,25,716

1,93,44,94,764

18,64,06,879

57,12,19,060

54,41,537 ,_, ー4,29,30,87,955

Tot●I ~.~~~3,31,0~~ ,s,06,so,s合~4

For and on behalf of

Kobeko Con● 1r11ctlon Equipment lndl員PrivateLimited

及森九

Datt,. 23/03/2017

Pl● rt :• New Dtlhl

Yutaka Goto

Managing Director

DIN -06698917

Page 66 of 72

Kobelco Construction Equipment India Priv● te Limited

Provision● I Statement o『Prontand Loss『orthe period ended 28 February 2017

(All amounts are in Indian Rupees, unless otherwise stated)

Rrvrnur

Rtvtnut from operations

Sale offinished goods

Less・Excise duty

Net sale oftinished goods

Sale of traded goods

Less: Excise duty

Net sale of traded goods

Other opera!ing revenues

Tot● I revenue from operations

Other income

Total rtvtnut

Expenses

Note

15

16

Cost of material consumed 17

Purchases of stock-in-trade 18

Ch ange m inventories of finished goods, work-in-progress 19

and stock-in-trade

Employee benefits 20

Finance costs 21

Deprcc1at1on and amortisat,on (refer note 40) 9

Other expenses 22

Total expenses

Profit for the period/year

Less: Tax expense

・Current tax

・Defe『redtax charge/ (c『edit)

Profit for the period/year after tax

For the period ended

ZS Feb『uary2017

7,04,09,96,001

7,04,09,96,00 I

92,30,22,742

92,30,22,742

76,60,436

7,97,16,79,178

4, 19,21,526

。，_(l1,36,00,704 5,82,82、03,06063,23,51,484

(22,85,20,807)

33,43,48, 107

5,90,80,880

9,36,02,041

1,14,71,09,929

7,~6,61,74,693

14,74,26,01 I

14,74,26,01 I

For and on behalf of

For the period ended

31 March 2016

6,63,95,08, 179

(51,74,33,989)

6,12,20,74,190

76,93,43,534

(6,34,78,673)

70,58,64,86 I

8,39, 11,833

6,91,18,50,883

8,25,96,500

6,99,44,47,383

4,42,03,32,799

42,01,35,119

54,93,00,710

30,24,00,399

10,64,11,783

10,51,21,260

1,06,35, 14,629

6,96,72,16,697

2, 72,30,685

2,72,J_0,685

Kobelco Construction Equipment India Private Limited

Pl● er :-Nrw Delhi

後侶丸Yutaka Goto

Managing Dlrecto『

DIN -06698917

Page 67 of 72

Kobelco Con1ln』<lionEq● lpment Indio Priv● le Limited

Provisi●●● I NolH lo ffnonclal● lolemenls『orthe p<rlod● ndtd 11 February 1017

(All amounl5 ar< in Indian ltupets, unless 01herw,,e SI● led)

J Sh●r● ぐ●pit●I

Author四：

200,000,000 (previous yea『200,000,000)equity shares of Rs 10 mh

I●●● cd, 1ubtcri叫 aadpaid-●p

200,000,000 (prcviou, ye● r 200,000,000) equity shucs゚ fRs 10 each

（●） R≪on,ill● lion o『●h●...。●Ill● ndln1 al the bealnnln1● nd● t the rnd ol p,dod/ye●r

Balance as II the beg;nn;ng● nd end of the period/y,a,

(b) Terms/ rl1ht1● II● ched to equily sh● ...

A● ● I 28 Februory 2017

Number

20,00,00,000

Amou●,

2,00,00,00,000

As It llF● btu● ryl017 Aslt31MI心 2016

2,00,00,00,000 2,00,00,00,000

2,00,00,00,000

2,00,00,00,000

2,00,00,00,000

Al● t 31 M•rch 2016

N•mh<r

20,00,00,000

2,00,00,00,000

2,00,00,00,000

2ぷoo.~ooo

Amounl

2.00.00.00.000

The company has I s,ngle class of equily sh●『esAccordingly, all equily shares r● nk equally wolh regard 10 divod,n由●nd share in the comp● ny's residu● I asselS. The equily shares are enlilled to

心 eivedividend u de<lared from lime lo lime The volmg righlS of an equily shareholder on a poll (nol on show o「hands)are in proportion lo ill share oflhe paid-up equily capilal oflhe

company Vohng呻hucannol be exerc函donrespeel of shares on whoeh any call or olher sums presenlly payable have nol been paid. Faolure lo pay● ny amounl called up on shares may lead to

forfeolure of 1h, shares. On winding up of 1h, company, 1he holders of equily shares叫 I切 enlilledlo receive lhe reudual melt oflhe company, rem● ining afte『distribulionof all preferential

amount, m proportion lo 1h, number of equioy shares held

(<) Partl<ul● r, ofshares htld by sh● rtholdm holdln1 more than 5% of the •11••1• tesh● res in the Comp● ny

P•rtk • I•"

KobelcoCon叩 ctionMachin町 Co.Limited , J印an.th•

holdis company

P"centase ofholdms 95 p<『cent(previous year 95 p<rcent)

4 Rmrv .. ••d ,urpt●I

Deficot ,n the S1a1emen1 orP『ofit●nd LoH

Balance as al the be引nningoflhe penod/ye●『

Add Profil for !he penod/ye●『

Toi● I rts•rvH ind surplus

5 Lon1-t•rm borrow;•&•

Ex1emal commerc, ● I borroMnい (unsecured)•

• Amount disclosed under "Other current liabilitie,"

A● ● I 2S Febru11ッ2017

Number

19,00,00,000

19,00,00,000

Non-current

Amount

1,90,00,00,000

1,90,00,00,000

lll Febru1ry 2017 JI March 1016

2,72,68,114

2,7一l",'6●9S,114

A●● 131M● reh 2016

Number Amounl

1,90,00,00,000 19,00,00,000

19,00,00tOOO 1,90,00,00,000

“● I Z8 Ftbru1ry 1017 As● I 31 Mardi 2016

(76,JJ,27,130) (78,47,78,685)

14,74,26,011 2,14,ll,llS

(61 ,.59,01 ,119) (76.33,27 ,130)

Current

28 Febru● ry 1017 31 M● rch 1016

2,47,16,318 2,49,9S,OS9

2,47,16,318 2,49,95,059

External commcrc11I borrowing of JPY 84,900,000 cam., inlcrcst● I 0678¼ 区『 annum血 d"rep● yablc in 12 cqu● I quarterly ins! ● lmcnls ofJPY 7,156,800 each (i叫 usivcofinlcmt)

commcnc,ng from)I Mmh 201!.

Exlcm● I commerci1I borrowing carries of JPY 42,200,000 1n1e『estat I O I¼pcrannum and iHcpay● blc in 12 equal qu● rtcrly inslalmcnls o「JPY3,574,900 each (inclus,vc of interest)

commencing from 07 January 2016

6 Provisions

Provision『oremploy,. h<nent,

-Oratutly(『cfcrnote 27)

・Compcn11ted a如 nc.,(refer not• 27)

Other provi1ion1

• Warranties (refer not• 37) ・Sales I● x (refer note 37)

-Wcaltht●X

Lon1•term

11 Ftbruary 101?

Shorl-ltrm

JIM● r<h 1016 ll Ftbruory 1011

l0,58,600 1,72,64,755

52,73,lll 1,87,67,742

1,03,Jl,953 J,60,Jl,497

31 March 1016

1,22,06, I 55

1,34,94,389

4,89,75,284

71,64,S63

8,18,40,391

及芦充

Page 68 of 72

Ko因 coCa●● tnatllon Eqalpmtttt I● dl1 Priv● te Limited

Provl● Ion● I Notti to nn● ntl●I●t● temenll「orthe匹rlodended 28 Febru● ry 2017

(All amouots are ,n lod,an Rupe,s, uoless otherw心 stated)

7 Short-lrnn bomn,lnp

Shon-term loan, from ban¥s (un,ecu心）＃•

・m Indian currency

・inforeisn currency

~Secured by guarantee p『ovidedby Kobclco Construction MェhineryCo Limited, J印anI holding company)

I 0th●『 CUIT●●Ill● bllltlH

Cun,nt maturihes of long・tennbonowings (refer note SJ

Inter●● t aceru,d but not due on loans

Advance from cu51omers

Sal...y payabl,

Pay● bles for purchase of fixed us,t,

Royalty pay● bl,

Secunty depos,ts payable

Forw記 jcontract pay● ble (net of forw四 contractreceivable ofR, Nd (prev,ou, ye● r Rs 500,562,489))

Statutory dues p●y● bl,

-Salestax

-Wothholdmg t広 a

・Exc,se duty payabl,

-s,rv,ce tax payabl,

・Research and dov,lopment cm四 abl,

-Provident and other fund●p町●ble

“● t 28 F● bN● ry 2017 A●● t31MI心 2016

so.00.00.000 so.00.00.000

J8,J7,21,916 20,88,72,695

~

As112IF● brv1ry 2017

2,47,16,318

32,22,377

71,73,803

1,04,58,200

1,68,22,21 S

2,60,27, I Sl

41,54,260

8,11,08,105

8,29,247

(0)

19,84,830

17,70,96,509

~

As 11 31 Morch 2016

2,49,95,059

11,36,21)

26,65,1),269

41,)7,376

74,07,955

94,89,)4)

85,31,700

l,l2,17,704

6),18,128

2,02,27, I 42

4,Jl,)42

1,)8,7)2

18,65,079

36,64,13,042

及危i

Page 69 of 72

Kobelco Construction Equipment India Private Limited

Notes to the financial statements as at 28 February 2017

(All amounts are in Indian Rupees, unless otherwise stated)

Note 9: Fix叫 assets

Gross block

Particulars Asat Additions Deletions/

1 April 2016 during the period ● djustments

Tangible● uets

Building 44,68,47,418 1,76,04,505

Lea彎holdland 2,65, 73,147

Leasehold improvements 1,47,92,695 50,09.571

Furniture and fixtures 2,07,58,181 3,13, 158

Office equipment 1,57,80,436 26,52,819

Computers 1,64,52,971 40,36,100 5,12,484

Plant and machinery•• 23,07,42.340 2,02, 12,741

Fixtures, jigs and dies S 12,01,48,176 1,43,17,414

Vehicles 3,97,73,237 36,58,926 30,43,441

TotalT● Dllible● ssets 93,18,68,601 6, 78,05,234 JS,SS,925

Intangible● ssets

Right to way # 3,51,37,500

Software 73,37,122 5,03,054

Technical knowhow@ 7,47,50,070

Total Intangible● ssets 11,72,24,692 5,03,054

Total 1,04,90,93,293 6,83,08,288 35,55,925

As●t

28 February 2017

46,44,51,923

2,65,73, 147

1,98,02,266

2,10,71,339

1,84,33,255

1,99,76,587

25,09,55,08 I

13,44,65,590

4,03,88,722

99,61,17,910

3,51,37,500

78,40.176

7,47,50,070

11,77,27,746

I, 11,38,45,656

Accumulated depreciation/● mortis● tion Net Block

As at Depreci● tion Deletions/ As●t As at As●t

1 April 2016 for the period ● djustments 28 February 2017 28 February 2017 31 March 2016

14,44,57,133 2,67,44,01 I 17,12,01,144 29,32,50, 779 30,23,90,285

16,33,056 3,02,990 19,36,046 2,46,37,101 2,49,40,091

1,39.43,294 11,60,454 1,51,03,748 46,98、518 8.49.401

72,44,307 33,30,080 1,05,74,387 1,04,96,952 1,35, 13,874

1,25,26,303 16,63,512 1,41,89,815 42,43,440 32,54,133

1,22,64,343 28,23,108 4,86,860 1,46,00,59 I 53,75,996 41,88,628

8,68,47,058 2,60,34,332 11,28,81,390 13、80,73,691 14,38,95,282

7,05,11,327 1,94,04,323 8,99, 15,650 4,45,49,940 4,96,36,848

1,99,41,998 64,57,860 25,76,124 2,38.23,734 1,65,64,988 1,98,31.239

36,93,68,819 8, 79,20,670 J0,62,98S 45,42,26,505 S4,18,91,405 56,24,99,781

21,60,377 21,60,377 3,29,77,123 3,29,77,123

69疇21,023 3,35,020 72,56,043 5、84,133 4,16.099

5,67,53,139 53,46,351 6.20,99,490 1,26,50嗜580 1,79,96、931

6,S8,34,S39 56,81,371 7,15,15,910 4,62, 11,836 5,13,90,153

43,52,03,358 9,36,02,041 30,62,985 S2,57,42,41S 58,81,03,241 61,38,89,934

Page 70 of 72

Kobdco Co,ul,1Nllon .:qu1,,..., I叫 I●m 曾●,,u叫 led

Provblonal NolH to nn● nd●I●9● , ..... ,. fo, the period end● d 21 r, ... ●'11017

(Allamounu uいnlnd,an R叩..,,unlesso如 """""ed)

10 Lona·• ●ffl1● n4 1hort,t,nn lo●n● ● nd● dvan<n

(Unsee, 『odand cons,do『ed1ood, unloss al比,..;,.Sllled)

To port臼•加rlh,n rol● led Cap叫 ad,ances

Securi~deposilS Ad,ances fo 『 supp~·ofgoods and sen・oee,

Empl")ee loons and od,・ances P!Op叫•、penses

CENVATc, 袖 I『ecei>・oble

D叩 d11心 oct

VATc『edn『oceiヽ●ble

0如，“ぷ"bias

Ad, ance S~e, T●̀ Adヽ瓢'"'●,..c, ● xdedと ledal IOU『“

c,,., of pro, nion ro, 1●、 RsNil (PIOヽious,..., Rs Nol))

To ntated po心

Wman~·cla,ms rec゚mableReombu,semen1 ,eco,01血•

Lon、-ltm,11 F,bnoa.,, 1011

3,IS,<Ji,'30

1,76,2',300

S9.'8.02S

7.77.25.540

31111● n,h201、l,99,59,931

1,21,27,800

1,91,778

60,62,299

1,4●, (16,862

Short•leffll

21Fcbm● ry 2017

1,92,69,096

72,86,781

72,76,861

Sl,9'l,J0,2Jり

I0,02,4J,J7l

)IM● rch 101●

12,40,507

1.16,24,946

]2,]7,576

67,66,060

＂，が）， 15,24521,54, が~. 1]9

J,47, .. ,674

1,20,20,159

1.12,23,021

J,69,0J,732

~~~~

II Ooい..........、.....●● ... , ......

(Uo紅 U『edand eons;d.,ed sood. ""'"'01h,nヽ;,e,iaJed)

Banl depo,;u due to mヽ..,,,n●, t•eh·• months「『om,eponms date•

lnte,est tccru≪I but not due on fi,ed depos,ts Unamon<sed rorn● d e,change con,, にtp,em,um

Fon,a,d cont,xt roceiヽ●hie

Non-rumnt

21 Fehn,,,,, 2011

B6,2l,956

JIM,n

3,70,02,986

Cu""'t

21 February 2017

1,98,224

)l,14,75l

Jt Marm 2016

l4,41,l37

~~~~

'H,ld ondtf lion鰭 ns1b-,¥ 8四.., ... ~ ヽ,n10 Go,・,mmtnl● Ulhonll"

11 , ... ● .. ....

(~c0>1 or"" re~ 心bl,ヽ -~...、ヽ hochemo,loい●『）

Rawnweri山．．．F1mshed good,

·Manurac1ロedh)~,叫 IC"'-'>110<• ・T1aded h)・d,auJ,c●'"ヽ ●10『

-T『““”“口＾＂

Wo1k-in-p1og1m

C ... ~in-lBMII ll,1ヽmaten亀

T心 odhydr,ulk "''"'ator Trad叫 ,p.....

• net orlou p,o,ided ro, "'"" do¥¥n or m,ento心 to四 9●alisableヽalueor RJ Nil (pm,o匹 ,・euRsNil) 'net orion p『o,・,dcdro『 •Tito do•n orin,entories to net ,oaJiHble ,・aJue or Rs 2,791.454 (pmoo田 )'OURJ 2,791,4'4)

"Intl叫 namatenaJ, ~ina with th"d pany RJ Nol (p, ● ,oou,)ut RJ. Nol)

．．．匝ludesmaterial, l)ing ¥¥llh third ptut)・ 肛 l,121,S29(pmious)OlrRJ8,121,S29)

ll Trod●而Iv●blet

!Unso<urtd and consid=I 1ood, 叫 "'olh,,.;,.stiled)

晒 ,....i,.. ror• period o「mortlhon si, mon曲 rrom加 d""d血

-Considered 1ood

・Con,idertd doubl「"'L<ss promoon 「ordoubl「ulroc~,·● blos

Othertrader,ce,,・ ● bl ..

・Con,;dered 1ood

14 C11h● nd b●● k. ●I●●'"

C11h lft4 calh ... ,., 如'"-Cuh on hand

-Balance "ilh ban ls on currml accounts

0加,... k●● , ......

ぃ干o,;ud心 lomalu,e aller 12 monlhs「>omlhe『epon;ngdale

Less amount d11closed und,r non-cuITenl uset be,na deposits due to mature ,ner'"'"''mo"'hs「,omthe

""叩1暉 d●te(~so 『efernote II)

'Held Wider! 向鰭血nstb111ls,aran1ees siヽento Go,・emment'"thorities

Alll2IF1 .... ,y>017

4l,40, 切，011

ll,ll,6Y,42l

ll,21,6l,2l6

4),61,67,114

16,00,IJ,417

16,92,I0,,27

6 ... ,220

Al 11 31 Mimi 2016

43,38,19,978

24,38,56,378

15,77,27,568

ll,17,64,894

9,20,10,232

27,40,70,788

1.22,75,878

~~

.... ,., ●し田,y20l7 Alo131 Mwd,2016

8.<JO.ll.282

. . • 8,90.Sl,l&l

2.61.22.23,284 1,84,54,43,482

~~

“● t21F●b『ua,y2017 As● UlM●心 2016

1,71,467 1,00,898

20,72,!),21 I 18,6),05,981

20, 74.24,678 I 8,64,06,879

8',2),956 J,70,02,916

8(,,23,956),70.ol,986

(86,2),956) (3,70,02,916)

~~

及仕え

Page 71 of 72

KolNlco ConolNCtlon Eqnlpmen1 India研 aleLlmlled

Provl1lon● I NOIH lo nnanel● I ,1a1emen11 ror lhe period ended 28 Febn, ●ヮ 2017

(All● mounll● r, ,n Ind, ● n Rup,e,, unless 01h,..,,., II● led)

15 R"''""'『romop,,.tlon,

S● 1, orPred"'贔I●

M1nu! ● <lured 1ood• Hyd,.uhcexcaゆ 0『

Les, Exdsc duty

N,t●● , ... , 伽 llhtd......

Tnidod 1ood1

Hydnulic excavalo,

S門『...

t.n, .,..;,e duty Net sales of traded spa心

N● ,. ● ,.. oftnod.dヽ ood1

For the pe~od • nd●d

21F● bruOtV 2017

7,04,09,%,001

7,04,09,96,001

37,16,87,058

ll, 13,Jl,684

55,IJ,J!,684

~

• ;, 11 not pract;cable to fum;,h ;nd;v;dual v● lue of spares ;n v;,w of cons;der● ble numberof;tems wh;ch● re of diverse nature and""

o, 加roprrwlln1 "vrnuft S叩 p.. , ..

16 Olh,dn,om●

ln1em1 income on

• food deposll●

-lncom .. 1a,r● fund

-Other,

Re叫 Iincome

Insurance cl● imreeeoved'

Support Income

O.inon ro, ●I罰●,change nuct叫 hons(net)

Lo,bililies written bock

Mo● ecllmous

•p, 心inin• to losses incurred in the earher years

17 Coll o『mlltri1kr●n1umrd

lnvenioryo「malerial●11he beainn;ng of 1he year

Add応rchue,

Less lnveniory ofm11er; ● I 111he end of1he yea『

II Pu.-th●●● of● tock•l .. tn,d,

Hydnou1;, excavator

Spues'貞l

• Net or ,pa,es consumed ro, 匹 montyRs 125,397,644 (p,eviou, ya, Rs 12J,000,l70)

76,60.436

76,60,436

For the ptrfod end●d

21 February 2017

13,58,IJJ

17,11,414

(1,350)

l,88,ll,329

, ~ —-

Forth●面odend●d

21F● brv,ry2017

70,78,90,766

5.57.44.11.305

41,40,99,011

一Fe< the perlod● ndtd

211tbtutr/ 2017

32,69,74,794

30.53.76.690

凸丑~

● it" not pract,coble lo furnish indiv, 伍 Iv,lue orspa,es in viewofconsidmblenum如 ornemswhich are ofdivme nllu『und""

F口 th●y●“●nd●d

31MarthJ01'

6,63,95,08, 179

(51,74,33,989)

一24,2],88,549 52,69,54,985

(6,l4,7~.~7l) 46,34,76,312

~

8,J9,ll,8ll

~3

Forth● yetrtnd●d

31 March l016

40,20,542

44,19,641

)7,84,221

1,)7,500

7,01,64,596

1.15,96.SOO

Forth● yearond●d

31 Man:h 1016

82,08,06,JJI

4,30,74,17,234

70,78,90,766

-',4 2.03.321 799

For the ytlf'● ndtd

31 Man:h 21》16

19,73,36、228

22,27,98,890

~2101~51119

薩仮広

Page 72 of 72

KolMlco Con,tract畑,~alpmeatl叫1, p,;y● ttUmlttd

P,ovlllonol NOIH lo""'""●I●t● 1,m,nt1『ortht period●● dtd 28 Ftbru1ry 2017

(Allヽmount●●r●'"Ind, ● n Rup,<1, unless othc,w,,e ,u1ed)

19 Cb, •• ● In lnv,ntorit1 or nnl1htd 1ood1, work-ln-p,01re●●● nd● 10,k-ln-trode

ao1l•1 St0<k Manu「'""函hyd,-ul,cc.eavato, •

Wmk-i•-pr゜"'"'T,-ded hyd,-uhe ueavato『

Traded sp,,es'

Op● nln1 alo,k

Manuractu函 hy血 uhcexoav● to,

Woか n-proaress

Traded hydr● ulioexoa匹 0『

Traded spo,es

• netofl匹 providedfo『Mitedown of invento『ieston● tr .. lisable V● lue of Rs. N,I (previous Y"'Rs. Nil)

'net of loss provided for~Tile down o「inventor,● • lo net realisable value of Rs. 2,791,454 (previous year Rs. 2,791,454)

10 tmployH h<n,nt,

S●I● ""・ 如 us●nd● llowon,.,

Conlnbullon lo prov,dcnl fund

S1alf匹 lfar,exp<n..,

Gn1ui1Y'

"『,... , ● <oth

lntorest exoense -on shon-tenn loans f,om bank,

-other,

l2 O!h<rUP,nJN

Consurn● blcs, 1oolinll••d spares E.,i,. duty on inereue/doe,..,c in m,cO!oty of finished aoods

Power ind fuel

Fr<ithl OUIWlrd

Clwina● ndfon心『dina

Technical usislance fee

Ren,

Repain and rn1inlen1nce

-Build,ng

-Pl● nl● nd rn● chmcty

-Othon

Insurance

R皇1csand11Xcs

Tr≫clhna and conveyance

LcB1ltnd p, ゚r..,ion●IComm, ●● ,on

B匹 nessp,omouon

Bink chi『...W● rranly (nel orrecov≪ics RJ l0,894,817 (previous year RJ 8l,381,0l6))

ln, .. 10り切lll<n-Olf

P『ovi11onfor inv<nloty゚ bsol<SC<nce

Loss on ule offi<ed a,,.u (nel)

Spa『,paru1oe田 IOmff,

For● iyn mh.onse fluctu11ion Ion (nel)

Se,v,ce chi『...Roya切Provis,on for unsold machine

81ddcb1S wnllcn off

Amoniui,on ofprem,um on forword mh.on•• eon1rac1S

Misc•ll • ""》us

F0< th1 perlod and●d

ZIF● bru● rt2017

38,51,69,425

16,00,15,417

11,21,65,2)6

42,6),29,802

1.10,18,79,880

24,)1,56,)78

9,20,10,232

tl,77,27,568

!~,1_7,64,,B2i 87,53,59,07)

~ '

F≪th● period●“‘

21F● bru● ry2017

29,48,6),408

1,23,29,528

2,71,SS,171

~ ,_,,, "● •一

f0<the p,rtocl●n血d

2●9● bru1ry 2017

3,42,94,289

2,47,86,591 —~ ""ー・・-

fO< tile 111riod 1ndtd

Zif●血町 2017

2,14,16,156

1,83,23,646

ll,07,17,929

59,14,114

4,39,27,149

2,72,02,832

1,62,30,079

Jl,02,026

4,B7,38,812

2,ll,92,139

1,09,91,934

6,24,82,8]7

2,8l ,43,60l

18,18,79,987

1・,82,52,297

46,19,046

7、8S,3B,79S

(l,73,728)

24,89,63,708

7,72,84,]54

5,98,88,272

1.86,17,542

(27,88,409)

8,04,271

2,20,)5,8)6

1,14,71,09,929

Fortht y●●『●ndtd

31M● rch 2016

24,38,56,) 78

9,20,10,2)2

15,77,27,568

l!.17 ,64,894

87,ll,59,073

80,l2,)l,318

6,70,18,907

16,96,)l,242

38.2互g,1,1I ,42,46,l9,782

~

for lM Vo• Ind●d

31M● rch2016

26,IS,77,119

1,24,91,346

2,83,31,934

JOJ4,00.l99

For如 Ytl『ended

31 Mirth 2016

7,86,76,514

2,77,lS,267

10~1"1'll

Forth・ytll"ffdtd31 Morch 2016

1,45,90,)41

(4,76,28,542)

I, 70,l8,8 I 7

11,91,77,981

1,49,11,657

1,67,5●, 983

2,10,34,517

1,29,24,487

31,11,607

l,64,62,216

l,Bl,29,767

67,94,657

S,98,36,JJI

3,30,33,616

9,98,81,709

2,41,40,741

46,75,363

10,68,19,347

40,J0,4S7

10,49,345

16,97,17,769

20,64,16,991

4,80,9l,860

l,SS,57,819

l,14,741

2,38,38,447

71,80,552

1,80,58,986

1,06,35,IC,629

ょ危充

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

PRINCIPAL BENCH, NEW DELHI

COMPANY APPLICATION (M) NO. 30 (PB) 2017

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013;

And

In the matter of Scheme of Amalgamation between Kobelco Cranes India Private Limited and Kobelco

Construction Equipment India Private Limited and their respective shareholders and creditors;

FORM OF PROXY

I/We _____________________________________ the undersigned, being the Unsecured Creditor(s) of Kobelco

Cranes India Private Limited, the Transferor Company do hereby appoint Mr./Ms.

_____________________________and failing him/her Mr. / Ms. __________________________________ as

my / our proxy, to act for me / us at the meeting of the Unsecured Creditors of Transferor Company to be held

at PHD Chamber of Commerce and Industry, Modi Hall, No. 4/2, Siri Institutional Area, August Kranti Marg,

New Delhi, Delhi 110016 on Saturday, the 27th day of May, 2017 at 11:00 AM, for the purpose of considering

and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between

Kobelco Cranes India Private Limited and Kobelco Construction Equipment India Private Limited and their

respective shareholders and creditors and at such meeting, and any adjournment/ adjournments thereof, to

vote, for me/us and in my/our name(s) ________________________________ (here if 'for' insert 'FOR', if

'against' insert 'AGAINST' and in the latter case strike out the words "either with or without modifications" after

the word "Amalgamation" ahead) the said Scheme of Amalgamation either with or without modifications as

my/our proxy may approve.

* Strike out what is not necessary

Dated this ________ day of ______________ 2017

Signature across the stamp

Name of the Unsecured Creditor

Total Amount

Address of the Unsecured Creditor

Signature of the proxy holder

NOTES:

1. Please affix revenue stamp before putting signature.

2. Proxy need not be an Unsecured Creditor.

3. Proxy shall not be a minor.

4. Proxy should carry a valid proof of identity like PAN card, Aadhar card, Driving License, Passport, etc.

5. Proxy authorised by an Unsecured Creditor which is a body corporate should carry either copy of the

Resolution passed by the Board of Directors or other governing body of such body corporate or Power of

Attorney or Authority Letter. Such Resolution or Power of Attorney or Authority Letter should be lodged

with the Transferor Company at its registered office not later than 48 hours before the time scheduled /

fixed for the said Meeting.

6. Proxy must be deposited at the Registered Office of the Transferor Company, not later than 48 hours

before the time scheduled / fixed for the said Meeting.

7. In case of multiple Proxies, the Proxy later in time shall be accepted.

8. Copy of the Scheme of Amalgamation / Explanatory Statement / Proxy Form may be obtained from the

registered office of Kobelco Cranes India Private Limited at C-20, South Extension, Part-II, New Delhi,

Delhi - 110049

Affix Re. 1

Revenue Stamp

and sign

Kobelco Cranes India Private Limited

Registered Office : C-20, South Extension, Part-II, New Delhi, 110049

Tel. No. : +91 - 11 - 40151900

CIN : U29292DL2010FTC206640

Website : www.kobelco-cranes.com/india/

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THEMEETING HALL

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013;

And

In the matter of Scheme of Amalgamation between Kobelco Cranes India Private Limited and

Kobelco Construction Equipment India Private Limited and their respective shareholders and creditors;

I/We hereby record my/our presence at the meeting of the Unsecured Creditors of Kobelco Cranes India

Private Limited, Transferor Company, convened pursuant to the Order dated April 10, 2017 of the Principal

Bench of the National Company Law Tribunal at PHD Chamber of Commerce and Industry, Modi Hall, No. 4/2,

Siri Institutional Area, August Kranti Marg, New Delhi, Delhi 110016 on Saturday, the 27th day of May, 2017 at

11:00 AM.

Name of the Unsecured Creditor

Total Amount

Address of the Unsecured Creditor

Signature of Unsecured Creditor/Authorised Representative/Proxy holder*

* To be signed only by the person attending the meeting, as may be applicable