COMP/135/2011 30/49 ORDER the formalities of the Stock Exchanges.” 9.4. As regards the accounting procedure, it is, inter alia, provided that: “11.2. All assets and liabilities, including reserves, of the Transferor Company transferred to the Transferee Company under the Scheme shall be recorded in the books of the Transferee Company at the value as recorded in the Transferor Company books as on the Effective Date or in any other manner as may be deemed fit by the Board of Directors of the Transferee Company. 11.3. The Transferee Company shall account for the amalgamation in accordance with ‘Pooling of Interest Method’ laid down by Accounting Standard 14 (Accounting for Amalgamations) prescribed under Companies (Accounting Standards) Rules, 2006.” 9.5. So far as the transferor company is concerned, it is mentioned in the proposed scheme that: “14.1. Growmore is incorporated under the Mauritius Act. Presently, Growmore is holding a Category 2 Global Business License issued by Financial Services Commission under the laws of Mauritius. 14.2. In terms of the Mauritius Act, a company holding a Category 2 Global Business License can merge with one or more companies incorporated under the laws of jurisdiction other than that of Mauritius.” 9.6. In the scheme it is also mentioned and clarified that in view of the terms of para 4(2)(a) of part-II of fourteenth Schedule to the Mauritius Act, the transferor company shall have to comply with the laws of India and that it shall so do. Under para 14.5 of the scheme the details about the documents and material which the companies will have to submit before the Registrar of Companies of Mauritius are also mentioned. 9.7. Another relevant aspect with reference to the Downloaded on : Fri Jan 27 19:33:28 IST 2023

Adani Response - Page 380 Adani Response Page 379 Page 381