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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 : [email protected]
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 [email protected] 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 [email protected], 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 [email protected] [email protected]
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