Common use of SAVING OF CONCLUDED TRANSACTIONS Clause in Contracts

SAVING OF CONCLUDED TRANSACTIONS. The transfer and vesting of properties and liabilities and the continuance of proceedings by or against ▇▇▇▇▇▇ Securities shall not affect any transaction or proceedings already concluded by Oudh Sugar on or after the Appointed Date till the Effective Date in relation to the FP&I Business Undertaking, to the end and intent that ▇▇▇▇▇▇ Securities accepts and adopts all acts, deeds and things done and executed by Oudh Sugar in respect thereto as done and executed on behalf of ▇▇▇▇▇▇ Securities. TRANSFER OF FOOD PROCESSING BUSINESS UNDERTAKING OF P ALASH SECURITIES TO ALLAHABAD CANNING With effect from the Appointed Date or such other date as may be fixed or approved by the Court and upon the Scheme becoming effective, the Food Processing Business Undertaking of ▇▇▇▇▇▇ Securities shall be transferred and vested in Allahabad Canning in the following manner: 13.1 The whole of the Food Processing Business Undertaking of ▇▇▇▇▇▇ Securities as defined in Clause 1.10, shall, under the provisions of Sections 391 and 394 and all other applicable provisions, if any, of the Act, and pursuant to the order of the Court or any other appropriate authority sanctioning the Scheme and without any further act or deed, be transferred to and vested in and/or deemed to be transferred to and vested in Allahabad Canning, as a going concern, so as to become the properties and liabilities of Allahabad Canning. 13.2 Without prejudice to the generality of the above said Clause: 13.2.1 With effect from the Appointed Date but upon the Scheme becoming effective, all the assets, rights and properties of ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking (whether movable or immovable, tangible or intangible) of whatsoever nature including but not limited to data processing equipments, computers and servers, computer software, leasehold rights and improvements, plant and machinery, vehicles, furniture and fixtures, office equipment, electrical installations, telephones, telex, facsimile, other communication facilities, brand, trade ▇▇▇▇, trade-name or copyright or any other intellectual property of ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking, registrations, permits, quotas, approvals, actionable claims, all rights/ title or interest in property(ies) by virtue of any Court Order/ Decree, contractual arrangement, allotment, grant, lease, possession or otherwise, memorandum of understandings, tenancy rights, hire purchase contracts, lending contracts, permissions, incentives, registrations, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and where so ever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by ▇▇▇▇▇▇ Securities pertaining to its Food Processing Business Undertaking, licenses, bids, tenders, municipal and other statutory permissions, approvals including but not limited to right to use and avail electricity connections, water connections, telephone connections, facsimile connections, telexes, e-mail, internet, leased line connections and installations, all records, files, papers, engineering and process information, computer programs, manuals, data, catalogues, quotations, list of present and former vendors and suppliers, and all other rights, title, lease, interest, contracts, consent, approvals or powers of every kind, nature and descriptions whatsoever of ▇▇▇▇▇▇ Securities pertaining to its Food Processing Business Undertaking, shall under the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Act and pursuant to the orders of the Court or any other appropriate authority sanctioning this Scheme and without further act, instrument or deed, but subject to the charges affecting the same as on the Effective Date be transferred and/ or deemed to be transferred to and vested in Allahabad Canning so as to become the properties and assets of Allahabad Canning. The benefit of all copyrights, trademarks or any other intellectual property actionable claims, all rights/ title or interest in properties by virtue of any court Order/ Decree, contractual arrangement, registrations with statutory authorities, allotment, lease, grant, possession or otherwise, statutory and regulatory permissions, service tax registrations or other licenses and consents of ▇▇▇▇▇▇ Securities pertaining to its Food Processing Business Undertaking shall vest in and become available to Allahabad Canning pursuant to this Scheme. 13.2.2 In respect of all the movable assets of the Food Processing Business Undertaking of ▇▇▇▇▇▇ Securities and the assets which are otherwise capable of transfer by physical delivery or endorsement and delivery, including cash in hand, shall be so transferred to Allahabad Canning and deemed to have been physically handed over by physical delivery or by endorsement and delivery, as the case may be, to Allahabad Canning to the end and intent that the property and benefit therein passes to Allahabad Canning with effect from the Appointed Date. 13.2.3 In respect of the movable assets of ▇▇▇▇▇▇ Securities pertaining to its Food Processing BusinessUndertaking, other than those specified in sub-clause 13.2.2 above, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with local and other authorities, bodies corporate, customers and other persons, ▇▇▇▇▇▇ Securities shall give notice in such form as it may deem fit and proper to each person, debtor or depositee that pursuant to the High Court or NCLT having sanctioned this Scheme, the said debt, loan, advance or deposit pertaining to its Food Processing BusinessUndertaking shall be paid to or made good to or held on account of Allahabad Canning, as the person entitled thereto, to the end and intent that the right of ▇▇▇▇▇▇ Securities to recover or realize the same stands transferred to Allahabad Canning and that appropriate entries should be passed in their respective books to record the aforesaid changes. 13.2.4 With effect from the Appointed Date and upon the Scheme becoming effective, the immovable properties, if any, standing in the books of ▇▇▇▇▇▇ Securities pertaining to its Food Processing Business Undertaking and any documents of title or rights and easements in relation thereto shall be vested in and transferred to and / or be deemed to have been vested in and transferred to Allahabad Canning without any further act, deed, matter or thing and shall belong to Allahabad Canning. 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 Allahabad Canning. Any inchoate title or possessory title of ▇▇▇▇▇▇ Securities in relation to the Food Processing Business Undertaking shall be deemed to be the title of Allahabad Canning. 13.2.5 It is clarified that if any assets (estate, claims, rights, title, interest and authorities relating to such assets) or any contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in which ▇▇▇▇▇▇ Securities owns or ▇▇▇▇▇▇ Securities is a party in relation to the Food Processing Business Undertaking and which cannot be transferred to Allahabad Canning for any reason whatsoever, ▇▇▇▇▇▇ Securities shall hold such assets or contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of Allahabad Canning, insofar as it is permissible so to do, till such time as the transfer is effected. 13.2.6 Without prejudice to the generality of the foregoing, upon the coming into effect of this Scheme on the Appointed Date, all consents, permissions, licenses, approvals, certificates, clearances and authorities including the Licenses, given by, issued to or executed in favour of ▇▇▇▇▇▇ Securities in relation to its Food Processing Business Undertaking as on the Appointed Date and after the Appointed Date but prior to the Effective Date, shall stand transferred to Allahabad Canning as if the same were originally given by, issued to or executed in favour of Allahabad Canning, and the rights and benefits under the same shall be available to Allahabad Canning. Any registration fees, charges etc paid by ▇▇▇▇▇▇ Securities in relation to the aforementioned consents, permissions, licenses, approvals, certificates, clearances and authorities, shall deemed to have been paid by Allahabad Canning. 13.2.7 All approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature of ▇▇▇▇▇▇ Securities or to the benefit of which ▇▇▇▇▇▇ Securities may be eligible/entitled in relation to the Food Processing Business Undertaking, and which are subsisting or having effect on the Effective Date, shall by endorsement, delivery or recordal or by operation of law pursuant to the vesting orders of the Courts sanctioning the Scheme shall be deemed to be approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature of Allahabad Canning and shall be in full force and effect in favour of Allahabad Canning, subject to ▇▇▇▇▇▇ Securities maintaining all prior undertakings and commitments pursuant to any administrative or judicial proceedings and may be enforced as fully and effectually as if, instead of ▇▇▇▇▇▇ Securities, Allahabad Canning had been a party or beneficiary or obligor thereto. Any third party or authority required to give effect to the provisions of this Clause shall take on record the orders of the Court sanctioning the Scheme on its file and make and duly record the necessary substitution or endorsement in the name of Allahabad Canning as successor in interest, pursuant to the sanction of this Scheme by the Courts in accordance with the terms provided hereof. For this purpose, Allahabad Canning shall file certified copies of such sanction orders and if required file appropriate applications or forms with relevant authorities concerned for statistical and information purposes only and there shall be no break in the validity and enforceability of approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature. 13.2.8 All loans raised and used and all liabilities and obligations incurred by ▇▇▇▇▇▇ Securities pertaining to its Food Processing Business Undertaking prior to the Appointed Date shall be deemed to have been raised, used or incurred for and on behalf of Allahabad Canning and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to Allahabad Canning and shall become the liabilities and obligations of Allahabad Canning which shall meet / discharge and satisfy the same to the exclusion of ▇▇▇▇▇▇ Securities. 13.2.9 Where any of the debt, liabilities, duties and obligations of ▇▇▇▇▇▇ Securitiesrelating to its Food Processing Business Undertakingas on the Appointed Date, deemed to be transferred to Allahabad Canning have been discharged by ▇▇▇▇▇▇ Securities after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of Allahabad Canning and all loans raised and used and all liabilities and obligations incurred by ▇▇▇▇▇▇ Securitiesfor the operations of its Food Processing Business Undertaking 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 Allahabad Canning and to the extent they are outstanding on the Effective Date, shall also without any further act, deed, matter or thing stand transferred to Allahabad Canning and shall become the liabilities and obligations of Allahabad Canning which shall undertake to meet, discharge and satisfy the same and in order to give effect to the provisions of this Clause, 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 loans and liabilities have arisen. 13.2.10 All cheques and other negotiable instruments, payment orders received in the name of ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking after the Effective Date shall be accepted by the bankers of Allahabad Canning and credited to the account of Allahabad Canning. Similarly, the banker of ▇▇▇▇▇▇ Securities shall honour cheques issued by ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking and presented for payment after the Effective Date. 13.2.11 All patents, trademarks, copyrights, or any kind of intellectual property, if any, registered with the authorities concerned or applications submitted at any time on or before the Effective Date or being used by ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking shall stand transferred and vested in the name of Allahabad Canning without any further act or deed. Allahabad Canning, however, shall after the Scheme becoming effective file the relevant intimation with the concerned statutory authority(ies). 13.2.12 The existing security or charge in favour of the secured creditors shall remain unaffected and shall continue to remain valid and in full force and effect even after the transfer of the Food Processing Business Undertaking from ▇▇▇▇▇▇ Securities to Allahabad Canning. Restructuring of all such security or charge and reallocation of existing credit facilities granted by the secured creditors shall be given effect to only with the mutual consent of the concerned secured creditors and the Board of Directors of

SAVING OF CONCLUDED TRANSACTIONS. The transfer and vesting of properties and liabilities and the continuance of proceedings by or against ▇▇▇▇▇▇ Ganges Securities shall not affect any transaction or proceedings already concluded by Oudh Sugar Upper Ganges on or after the Appointed Date till the Effective Date in relation to the FP&I T&I Business Undertaking, to the end and intent that ▇▇▇▇▇▇ Ganges Securities accepts and adopts all acts, deeds and things done and executed by Oudh Sugar Upper Ganges in respect thereto as done and executed on behalf of ▇▇▇▇▇▇ Ganges Securities. TRANSFER OF FOOD PROCESSING BUSINESS UNDERTAKING OF P ALASH G ANGES SECURITIES TO ALLAHABAD CANNING CINNATOLLIAH TEA With effect from the Appointed Date or such other date as may be fixed or approved by the Court and upon the Scheme becoming effective, the Food Processing Tea Business Undertaking of ▇▇▇▇▇▇ Ganges Securities shall be transferred and vested in Allahabad Canning Cinnatolliah Tea in the following manner: 13.1 32.1 The whole of the Food Processing Tea Business Undertaking of ▇▇▇▇▇▇ Ganges Securities as defined in Clause 1.101.22, shall, under the provisions of Sections 391 and 394 and all other applicable provisions, if any, of the Act, and pursuant to the order of the Court or any other appropriate authority sanctioning the Scheme and without any further act or deed, be transferred to and vested in and/or deemed to be transferred to and vested in Allahabad CanningCinnatolliah Tea, as a going concern, so as to become the properties and liabilities of Allahabad CanningCinnatolliah Tea. 13.2 32.2 Without prejudice to the generality of the above said Clause: 13.2.1 32.2.1 With effect from the Appointed Date but upon the Scheme becoming effective, all the assets, rights and properties of ▇▇▇▇▇▇ Ganges Securities pertaining to the Food Processing Tea Business Undertaking (whether movable or immovable, tangible or intangible) of whatsoever nature including but not limited to data processing equipments, computers and servers, computer software, leasehold rights and improvements, plant and machinery, vehicles, furniture and fixtures, office equipment, electrical installations, telephones, telex, facsimile, other communication facilities, brand, trade ▇▇▇▇, trade-name or copyright or any other intellectual property of ▇▇▇▇▇▇ Ganges Securities pertaining to the Food Processing Tea Business Undertaking, registrations, permits, quotas, approvals, actionable claims, all rights/ title or interest in property(ies) by virtue of any Court Order/ Decree, contractual arrangement, allotment, grant, lease, possession or otherwise, memorandum of understandings, tenancy rights, hire purchase contracts, lending contracts, permissions, incentives, registrations, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and where so ever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by ▇▇▇▇▇▇ Ganges Securities pertaining to its Food Processing Tea Business Undertaking, licenses, bids, tenders, municipal and other statutory permissions, approvals including but not limited to right to use and avail electricity connections, water connections, telephone connections, facsimile connections, telexes, e-mail, internet, leased line connections and installations, all records, files, papers, engineering and process information, computer programs, manuals, data, catalogues, quotations, list of present and former vendors and suppliers, and all other rights, title, lease, interest, contracts, consent, approvals or powers of every kind, nature and descriptions whatsoever of ▇▇▇▇▇▇ Ganges Securities pertaining to its Food Processing Tea Business Undertaking, shall under the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Act and pursuant to the orders of the Court or any other appropriate authority sanctioning this Scheme and without further act, instrument or deed, but subject to the charges affecting the same as on the Effective Date be transferred and/ or deemed to be transferred to and vested in Allahabad Canning Cinnatolliah Tea so as to become the properties and assets of Allahabad CanningCinnatolliah Tea. The benefit of all copyrights, trademarks or any other intellectual property actionable claims, all rights/ title or interest in properties by virtue of any court Order/ Decree, contractual arrangement, registrations with statutory authorities, allotment, lease, grant, possession or otherwise, statutory and regulatory permissions, service tax registrations or other licenses and consents of ▇▇▇▇▇▇ Ganges Securities pertaining to its Food Processing Tea Business Undertaking shall vest in and become available to Allahabad Canning Cinnatolliah Tea pursuant to this Scheme. 13.2.2 32.2.2 In respect of all the movable assets of the Food Processing Tea Business Undertaking of ▇▇▇▇▇▇ Ganges Securities and the assets which are otherwise capable of transfer by physical delivery or endorsement and delivery, including cash in hand, shall be so transferred to Allahabad Canning Cinnatolliah Tea and deemed to have been physically handed over by physical delivery or by endorsement and delivery, as the case may be, to Allahabad Canning Cinnatolliah Tea to the end and intent that the property and benefit therein passes to Allahabad Canning Cinnatolliah Tea with effect from the Appointed Date. 13.2.3 32.2.3 In respect of the movable assets of ▇▇▇▇▇▇ Ganges Securities pertaining to its Food Processing Tea BusinessUndertaking, other than those specified in sub-clause 13.2.2 above, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with local and other authorities, bodies corporate, customers and other persons, ▇▇▇▇▇▇ Securities shall give notice in such form as it may deem fit and proper to each person, debtor or depositee that pursuant to the High Court or NCLT having sanctioned this Scheme, the said debt, loan, advance or deposit pertaining to its Food Processing BusinessUndertaking shall be paid to or made good to or held on account of Allahabad Canning, as the person entitled thereto, to the end and intent that the right of ▇▇▇▇▇▇ Securities to recover or realize the same stands transferred to Allahabad Canning and that appropriate entries should be passed in their respective books to record the aforesaid changes. 13.2.4 With effect from the Appointed Date and upon the Scheme becoming effective, the immovable properties, if any, standing in the books of ▇▇▇▇▇▇ Securities pertaining to its Food Processing Business Undertaking and any documents of title or rights and easements in relation thereto shall be vested in and transferred to and / or be deemed to have been vested in and transferred to Allahabad Canning without any further act, deed, matter or thing and shall belong to Allahabad Canning. 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 Allahabad Canning. Any inchoate title or possessory title of ▇▇▇▇▇▇ Securities in relation to the Food Processing Business Undertaking shall be deemed to be the title of Allahabad Canning. 13.2.5 It is clarified that if any assets (estate, claims, rights, title, interest and authorities relating to such assets) or any contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in which ▇▇▇▇▇▇ Securities owns or ▇▇▇▇▇▇ Securities is a party in relation to the Food Processing Business Undertaking and which cannot be transferred to Allahabad Canning for any reason whatsoever, ▇▇▇▇▇▇ Securities shall hold such assets or contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of Allahabad Canning, insofar as it is permissible so to do, till such time as the transfer is effected. 13.2.6 Without prejudice to the generality of the foregoing, upon the coming into effect of this Scheme on the Appointed Date, all consents, permissions, licenses, approvals, certificates, clearances and authorities including the Licenses, given by, issued to or executed in favour of ▇▇▇▇▇▇ Securities in relation to its Food Processing Business Undertaking as on the Appointed Date and after the Appointed Date but prior to the Effective Date, shall stand transferred to Allahabad Canning as if the same were originally given by, issued to or executed in favour of Allahabad Canning, and the rights and benefits under the same shall be available to Allahabad Canning. Any registration fees, charges etc paid by ▇▇▇▇▇▇ Securities in relation to the aforementioned consents, permissions, licenses, approvals, certificates, clearances and authorities, shall deemed to have been paid by Allahabad Canning. 13.2.7 All approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature of ▇▇▇▇▇▇ Securities or to the benefit of which ▇▇▇▇▇▇ Securities may be eligible/entitled in relation to the Food Processing Business Undertaking, and which are subsisting or having effect on the Effective Date, shall by endorsement, delivery or recordal or by operation of law pursuant to the vesting orders of the Courts sanctioning the Scheme shall be deemed to be approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature of Allahabad Canning and shall be in full force and effect in favour of Allahabad Canning, subject to ▇▇▇▇▇▇ Securities maintaining all prior undertakings and commitments pursuant to any administrative or judicial proceedings and may be enforced as fully and effectually as if, instead of ▇▇▇▇▇▇ Securities, Allahabad Canning had been a party or beneficiary or obligor thereto. Any third party or authority required to give effect to the provisions of this Clause shall take on record the orders of the Court sanctioning the Scheme on its file and make and duly record the necessary substitution or endorsement in the name of Allahabad Canning as successor in interest, pursuant to the sanction of this Scheme by the Courts in accordance with the terms provided hereof. For this purpose, Allahabad Canning shall file certified copies of such sanction orders and if required file appropriate applications or forms with relevant authorities concerned for statistical and information purposes only and there shall be no break in the validity and enforceability of approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature. 13.2.8 All loans raised and used and all liabilities and obligations incurred by ▇▇▇▇▇▇ Securities pertaining to its Food Processing Business Undertaking prior to the Appointed Date shall be deemed to have been raised, used or incurred for and on behalf of Allahabad Canning and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to Allahabad Canning and shall become the liabilities and obligations of Allahabad Canning which shall meet / discharge and satisfy the same to the exclusion of ▇▇▇▇▇▇ Securities. 13.2.9 Where any of the debt, liabilities, duties and obligations of ▇▇▇▇▇▇ Securitiesrelating to its Food Processing Business Undertakingas on the Appointed Date, deemed to be transferred to Allahabad Canning have been discharged by ▇▇▇▇▇▇ Securities after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of Allahabad Canning and all loans raised and used and all liabilities and obligations incurred by ▇▇▇▇▇▇ Securitiesfor the operations of its Food Processing Business Undertaking 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 Allahabad Canning and to the extent they are outstanding on the Effective Date, shall also without any further act, deed, matter or thing stand transferred to Allahabad Canning and shall become the liabilities and obligations of Allahabad Canning which shall undertake to meet, discharge and satisfy the same and in order to give effect to the provisions of this Clause, 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 loans and liabilities have arisen. 13.2.10 All cheques and other negotiable instruments, payment orders received in the name of ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking after the Effective Date shall be accepted by the bankers of Allahabad Canning and credited to the account of Allahabad Canning. Similarly, the banker of ▇▇▇▇▇▇ Securities shall honour cheques issued by ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking and presented for payment after the Effective Date. 13.2.11 All patents, trademarks, copyrights, or any kind of intellectual property, if any, registered with the authorities concerned or applications submitted at any time on or before the Effective Date or being used by ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking shall stand transferred and vested in the name of Allahabad Canning without any further act or deed. Allahabad Canning, however, shall after the Scheme becoming effective file the relevant intimation with the concerned statutory authority(ies). 13.2.12 The existing security or charge in favour of the secured creditors shall remain unaffected and shall continue to remain valid and in full force and effect even after the transfer of the Food Processing Business Undertaking from ▇▇▇▇▇▇ Securities to Allahabad Canning. Restructuring of all such security or charge and reallocation of existing credit facilities granted by the secured creditors shall be given effect to only with the mutual consent of the concerned secured creditors and the Board of Directors ofclause

SAVING OF CONCLUDED TRANSACTIONS. The transfer and vesting of properties and liabilities and the continuance of proceedings by or against ▇▇▇▇▇▇ Securities Cinnatolliah Tea shall not affect any transaction or proceedings already concluded by Oudh Sugar Ganges Securities on or after the Appointed Date till the Effective Date in relation to the FP&I Tea Business Undertaking, to the end and intent that ▇▇▇▇▇▇ Securities Cinnatolliah Tea accepts and adopts all acts, deeds and things done and executed by Oudh Sugar Ganges Securities in respect thereto as done and executed on behalf of itself. 41.1 The Remaining Business of Ganges Securities i.e. entire business other than the Tea Business Undertaking and all the assets, liabilities, obligations and employees pertaining thereto, shall continue to belong to and be vested in and be managed by Ganges Securities. 41.2 All legal, taxation or other proceedings by or against Ganges Securities under any statute, relating to the Remaining Business of Ganges Securities (including those relating to any property, right, power, liability, obligation or duties of Ganges Securities in respect of the Remaining Business) shall be continued and enforced by or against Ganges Securities. 41.3 All statutory licenses, permissions, approvals, quotas or consents held by Ganges Securities relating to the Remaining Business, shall continue to vest with Ganges Securities. 41.4 All trademarks, patents, designs, copyrights and other intellectual property rights or consents held, registered or owned by Ganges Securities in respect of Remaining Business, shall continue to vest with Ganges Securities. 41.5 All staff, workmen and employees of Ganges Securities, in relation to the Remaining Business will continue to be employees of Ganges Securities. 41.6 All assets and properties acquired by Ganges Securities in relation to the Remaining Business shall belong to and continue to remain vested in Ganges Securities. O UDH SUGAR TO ▇▇▇▇▇▇▇▇ Securities. TRANSFER OF FOOD PROCESSING BUSINESS UNDERTAKING OF P ALASH SECURITIES TO ALLAHABAD CANNING SUGAR With effect from the Appointed Date or such other date as may be fixed or approved by the Court and upon the Scheme becoming effective, the Food Processing Bihar Sugar Business Undertaking of Oudh Sugar shall be transferred and vested in ▇▇▇▇▇▇▇▇ Securities shall be transferred and vested in Allahabad Canning Sugar in the following manner: 13.1 42.1 The whole of the Food Processing Bihar Sugar Business Undertaking of ▇▇▇▇▇▇ Securities Oudh Sugar as defined in Clause 1.101.5, shall, under the provisions of Sections 391 and 394 and all other applicable provisions, if any, of the Act, and pursuant to the order of the Court or any other appropriate authority sanctioning the Scheme and without any further act or deed, be transferred to and vested in and/or deemed to be transferred to and vested in Allahabad Canning▇▇▇▇▇▇▇▇ Sugar, as a going concern, so as to become the properties and liabilities of Allahabad Canning▇▇▇▇▇▇▇▇ Sugar. 13.2 42.2 Without prejudice to the generality of the above said Clause: 13.2.1 42.2.1 With effect from the Appointed Date but upon the Scheme becoming effective, all the assets, rights and properties of ▇▇▇▇▇▇ Securities Oudh Sugar pertaining to the Food Processing Bihar Sugar Business Undertaking (whether movable or immovable, tangible or intangible) of whatsoever nature including but not limited to data processing equipments, computers and servers, computer software, leasehold rights and improvements, plant and machinery, vehicles, furniture and fixtures, office equipment, electrical installations, telephones, telex, facsimile, other communication facilities, brand, trade ▇▇▇▇, trade-name or copyright or any other intellectual property of ▇▇▇▇▇▇ Securities Oudh Sugar pertaining to the Food Processing Bihar Sugar Business Undertaking, registrations, permits, quotas, approvals, actionable claims, all rights/ title or interest in property(ies) by virtue of any Court Order/ Decree, contractual arrangement, allotment, grant, lease, possession or otherwise, memorandum of understandings, tenancy rights, hire purchase contracts, lending contracts, permissions, incentives, registrations, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and where so ever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by ▇▇▇▇▇▇ Securities Oudh Sugar pertaining to its Food Processing Bihar Sugar Business Undertaking, licenses, bids, tenders, municipal and other statutory permissions, approvals including but not limited to right to use and avail electricity connections, water connections, telephone connections, facsimile connections, telexes, e-mail, internet, leased line connections and installations, all records, files, papers, engineering and process information, computer programs, manuals, data, catalogues, quotations, list of present and former vendors and suppliers, and all other rights, title, lease, interest, contracts, consent, approvals or powers of every kind, nature and descriptions whatsoever of ▇▇▇▇▇▇ Securities Oudh Sugar pertaining to its Food Processing Bihar Sugar Business Undertaking, shall under the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Act and pursuant to the orders of the Court or any other appropriate authority sanctioning this Scheme and without further act, instrument or deed, but subject to the charges affecting the same as on the Effective Date be transferred and/ or deemed to be transferred to and vested in Allahabad Canning ▇▇▇▇▇▇▇▇ Sugar so as to become the properties and assets of Allahabad Canning▇▇▇▇▇▇▇▇ Sugar. The benefit of all copyrights, trademarks or any other intellectual property actionable claims, all rights/ title or interest in properties by virtue of any court Order/ Decree, contractual arrangement, registrations with statutory authorities, allotment, lease, grant, possession or otherwise, statutory and regulatory permissions, service tax registrations or other licenses and consents of ▇▇▇▇▇▇ Securities Oudh Sugar pertaining to its Food Processing Bihar Sugar Business Undertaking shall vest in and become available to Allahabad Canning ▇▇▇▇▇▇▇▇ Sugar pursuant to this Scheme. 13.2.2 42.2.2 In respect of all the movable assets of the Food Processing Bihar Sugar Business Undertaking of ▇▇▇▇▇▇ Securities Oudh Sugar and the assets which are otherwise capable of transfer by physical delivery or endorsement and delivery, including cash in hand, shall be so transferred to Allahabad Canning ▇▇▇▇▇▇▇▇ Sugar and deemed to have been physically handed over by physical delivery or by endorsement and delivery, as the case may be, to Allahabad Canning ▇▇▇▇▇▇▇▇ Sugar to the end and intent that the property and benefit therein passes to Allahabad Canning ▇▇▇▇▇▇▇▇ Sugar with effect from the Appointed Date. 13.2.3 42.2.3 In respect of the movable assets of ▇▇▇▇▇▇ Securities Oudh Sugar pertaining to its Food Processing Bihar Sugar BusinessUndertaking, other than those specified in sub-clause 13.2.2 above, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with local and other authorities, bodies corporate, customers and other persons, ▇▇▇▇▇▇ Securities shall give notice in such form as it may deem fit and proper to each person, debtor or depositee that pursuant to the High Court or NCLT having sanctioned this Scheme, the said debt, loan, advance or deposit pertaining to its Food Processing BusinessUndertaking shall be paid to or made good to or held on account of Allahabad Canning, as the person entitled thereto, to the end and intent that the right of ▇▇▇▇▇▇ Securities to recover or realize the same stands transferred to Allahabad Canning and that appropriate entries should be passed in their respective books to record the aforesaid changes. 13.2.4 With effect from the Appointed Date and upon the Scheme becoming effective, the immovable properties, if any, standing in the books of ▇▇▇▇▇▇ Securities pertaining to its Food Processing Business Undertaking and any documents of title or rights and easements in relation thereto shall be vested in and transferred to and / or be deemed to have been vested in and transferred to Allahabad Canning without any further act, deed, matter or thing and shall belong to Allahabad Canning. 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 Allahabad Canning. Any inchoate title or possessory title of ▇▇▇▇▇▇ Securities in relation to the Food Processing Business Undertaking shall be deemed to be the title of Allahabad Canning. 13.2.5 It is clarified that if any assets (estate, claims, rights, title, interest and authorities relating to such assets) or any contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in which ▇▇▇▇▇▇ Securities owns or ▇▇▇▇▇▇ Securities is a party in relation to the Food Processing Business Undertaking and which cannot be transferred to Allahabad Canning for any reason whatsoever, ▇▇▇▇▇▇ Securities shall hold such assets or contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of Allahabad Canning, insofar as it is permissible so to do, till such time as the transfer is effected. 13.2.6 Without prejudice to the generality of the foregoing, upon the coming into effect of this Scheme on the Appointed Date, all consents, permissions, licenses, approvals, certificates, clearances and authorities including the Licenses, given by, issued to or executed in favour of ▇▇▇▇▇▇ Securities in relation to its Food Processing Business Undertaking as on the Appointed Date and after the Appointed Date but prior to the Effective Date, shall stand transferred to Allahabad Canning as if the same were originally given by, issued to or executed in favour of Allahabad Canning, and the rights and benefits under the same shall be available to Allahabad Canning. Any registration fees, charges etc paid by ▇▇▇▇▇▇ Securities in relation to the aforementioned consents, permissions, licenses, approvals, certificates, clearances and authorities, shall deemed to have been paid by Allahabad Canning. 13.2.7 All approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature of ▇▇▇▇▇▇ Securities or to the benefit of which ▇▇▇▇▇▇ Securities may be eligible/entitled in relation to the Food Processing Business Undertaking, and which are subsisting or having effect on the Effective Date, shall by endorsement, delivery or recordal or by operation of law pursuant to the vesting orders of the Courts sanctioning the Scheme shall be deemed to be approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature of Allahabad Canning and shall be in full force and effect in favour of Allahabad Canning, subject to ▇▇▇▇▇▇ Securities maintaining all prior undertakings and commitments pursuant to any administrative or judicial proceedings and may be enforced as fully and effectually as if, instead of ▇▇▇▇▇▇ Securities, Allahabad Canning had been a party or beneficiary or obligor thereto. Any third party or authority required to give effect to the provisions of this Clause shall take on record the orders of the Court sanctioning the Scheme on its file and make and duly record the necessary substitution or endorsement in the name of Allahabad Canning as successor in interest, pursuant to the sanction of this Scheme by the Courts in accordance with the terms provided hereof. For this purpose, Allahabad Canning shall file certified copies of such sanction orders and if required file appropriate applications or forms with relevant authorities concerned for statistical and information purposes only and there shall be no break in the validity and enforceability of approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), and certificates of every kind and description of whatsoever nature. 13.2.8 All loans raised and used and all liabilities and obligations incurred by ▇▇▇▇▇▇ Securities pertaining to its Food Processing Business Undertaking prior to the Appointed Date shall be deemed to have been raised, used or incurred for and on behalf of Allahabad Canning and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to Allahabad Canning and shall become the liabilities and obligations of Allahabad Canning which shall meet / discharge and satisfy the same to the exclusion of ▇▇▇▇▇▇ Securities. 13.2.9 Where any of the debt, liabilities, duties and obligations of ▇▇▇▇▇▇ Securitiesrelating to its Food Processing Business Undertakingas on the Appointed Date, deemed to be transferred to Allahabad Canning have been discharged by ▇▇▇▇▇▇ Securities after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of Allahabad Canning and all loans raised and used and all liabilities and obligations incurred by ▇▇▇▇▇▇ Securitiesfor the operations of its Food Processing Business Undertaking 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 Allahabad Canning and to the extent they are outstanding on the Effective Date, shall also without any further act, deed, matter or thing stand transferred to Allahabad Canning and shall become the liabilities and obligations of Allahabad Canning which shall undertake to meet, discharge and satisfy the same and in order to give effect to the provisions of this Clause, 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 loans and liabilities have arisen. 13.2.10 All cheques and other negotiable instruments, payment orders received in the name of ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking after the Effective Date shall be accepted by the bankers of Allahabad Canning and credited to the account of Allahabad Canning. Similarly, the banker of ▇▇▇▇▇▇ Securities shall honour cheques issued by ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking and presented for payment after the Effective Date. 13.2.11 All patents, trademarks, copyrights, or any kind of intellectual property, if any, registered with the authorities concerned or applications submitted at any time on or before the Effective Date or being used by ▇▇▇▇▇▇ Securities pertaining to the Food Processing Business Undertaking shall stand transferred and vested in the name of Allahabad Canning without any further act or deed. Allahabad Canning, however, shall after the Scheme becoming effective file the relevant intimation with the concerned statutory authority(ies). 13.2.12 The existing security or charge in favour of the secured creditors shall remain unaffected and shall continue to remain valid and in full force and effect even after the transfer of the Food Processing Business Undertaking from ▇▇▇▇▇▇ Securities to Allahabad Canning. Restructuring of all such security or charge and reallocation of existing credit facilities granted by the secured creditors shall be given effect to only with the mutual consent of the concerned secured creditors and the Board of Directors ofclause