Common use of Discharge of Consideration Clause in Contracts

Discharge of Consideration. 24.1 Upon the Scheme becoming effective and in consideration for the transfer and vesting of the T&I Business Undertaking of Upper Ganges with Ganges Securities, Ganges Securities shall issue and allot Equity Sharesin its share capital at par, credited as fully paid up to the extent indicated below, to the members of Upper Ganges (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of Upper Ganges and approved by them) whose names appear in the Register of Members on the Record Date in the following ratio: The paid-up equity share capital of Ganges Securities partly held by Upper Ganges, directly or indirectly ipso facto, shall without any further act or deed stand cancelled on the Effective Date and no shares of Ganges Securities will be issued or allotted with respect to the Equity shares held by Upper Ganges directly or indirectly in Ganges Securities in consideration for the demerger. 24.2 Further, upon this Scheme coming into effect, Ganges Securities shall issue and allot 1,50,000 (One Lakh and Fifty Thousand) fully paid up 12% Non- Convertible Cumulative Redeemable Preference Shares of the face value of Rs. 100/- (Rupees Hundred) each credited as fully paid up in its share capital to the preference shareholders of Upper Ganges. The terms and conditions of 12% Non-Convertible Cumulative Redeemable Preference Shares, so allotted by Ganges Securities, shall be subject to the same terms and conditions which are applicable to the existing 12% Non-Convertible Cumulative Redeemable Preference Shares of Upper Ganges. 24.3 The fractional entitlement, if any, to which shareholders of Upper Ganges may become entitled to upon issue of Equity Shares pursuant to Clause 24.1 above, would be rounded off by Ganges Securities to the next integer. 24.4 With effect from the Appointed Date but upon the Scheme becoming effective, the number of outstanding preference shares and the value of issued preference share capital of Upper Ganges shall stand reduced to the extent of the number and value of preference shares issued by Ganges Securities to the preference shareholders of Upper Ganges as per Clause 24.2 above. 24.5 With respect to the shares in Ganges Securities to be issued to the members of Upper Ganges pursuant to Clause 24.1 and 24.2 above shall be subject to the Memorandum and Articles of Association of Ganges Securities and Ganges Securities shall issue and dispatch the new share certificates. 24.6 All equity shares allotted by Ganges Securities to the shareholders of Upper Ganges pursuant to Clause 24.1 shall be listed for trading on the BSE, NSEand CSE and shall be subject to applicable regulations. Ganges Securities shall enter into such arrangement and issue such confirmations and/or undertakings as may be necessary in accordance with the applicable law or regulation for the above purpose. 24.7 The shares allotted by Ganges Securities pursuant to Clause 24.1 of the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange. 24.8 There will be no change in the shareholding pattern or control of Ganges Securities between the Record Date and the listing which may affect the status of approval granted by the stock exchanges.

Discharge of Consideration. 24.1 33.1 Upon the Scheme becoming effective and in consideration for the transfer and vesting of the T&I Tea Business Undertaking of Upper Ganges with Ganges Securities, Ganges Securities with Cinnatolliah Tea, Cinnatolliah Tea shall issue and allot 2,61,25,396 (Two Crores Sixty One Lakhs Twenty Five Thousand Three Hundred Ninety Six) Equity Sharesin shares of Rs. 10/- (Rupees Ten) each in its share capital at par, credited as fully paid up to the extent indicated belowGanges Securities. 33.2 The shares issued to Ganges Securities by Cinnatolliah Tea shall be issued in dematerialised form as far as possible, unless otherwise notified by Ganges Securities to the members of Upper Ganges (Cinnatolliah Tea on or to before such of their respective heirs, executors, administrators or other legal representatives or other successors in title date as may be recognized determined by the Board of Directors of Upper Ganges and approved Cinnatolliah Tea or a committee thereof. In the event that such notice has not been received by them) whose names appear in Cinnatolliah Tea, the Register of Members on the Record Date in the following ratio: The paid-up equity share capital of Ganges Securities partly held by Upper Ganges, directly or indirectly ipso facto, shares shall without any further act or deed stand cancelled on the Effective Date and no shares of Ganges Securities will be issued or allotted with respect to the Equity shares held by Upper Ganges directly or indirectly in Ganges Securities in consideration for the demerger. 24.2 Further, upon this Scheme coming into effect, dematerialised form provided that Ganges Securities shall be required to have an account with a depositary participant and shall be required to provide details thereof and such other confirmations as may be required. It is only thereupon that Cinnatolliah Tea shall issue and allot 1,50,000 (One Lakh and Fifty Thousand) fully paid up 12% Non- Convertible Cumulative Redeemable Preference Shares of directly credit the face value of Rs. 100/- (Rupees Hundred) each credited as fully paid up in its share capital dematerialised shares to the preference shareholders account of Upper Ganges. The terms and conditions of 12% Non-Convertible Cumulative Redeemable Preference Shares, so allotted by Ganges Securities. In the event that Cinnatolliah Tea has received notice from Ganges Securitiesthat shares are to be issued in physical form or if it has not provided the requisite details relating to its account with depositary participant or other confirmations as may be required, then Cinnatolliah Tea shall be subject issue shares in physical form to the same terms and conditions which are applicable to the existing 12% Non-Convertible Cumulative Redeemable Preference Shares of Upper GangesGanges Securities. 24.3 The fractional entitlement, if any, to which shareholders of Upper Ganges may become entitled to upon issue of Equity Shares pursuant to Clause 24.1 above, would be rounded off by Ganges Securities to the next integer. 24.4 With effect from the Appointed Date but upon the Scheme becoming effective, the number of outstanding preference shares and the value of issued preference share capital of Upper Ganges shall stand reduced to the extent of the number and value of preference shares issued by Ganges Securities to the preference shareholders of Upper Ganges as per Clause 24.2 above. 24.5 33.3 With respect to the shares in Ganges Securities of Cinnatolliah Tea to be issued to the members of Upper Ganges Securities pursuant to Clause 24.1 and 24.2 33.1 above shall be subject to the Memorandum and Articles of Association of Ganges Securities Cinnatolliah Tea and Ganges Securities Cinnatolliah Tea shall issue and dispatch the new share certificates. 24.6 All equity shares allotted 33.4 The approval of this Scheme by Ganges Securities to the shareholders of Upper Ganges pursuant to Clause 24.1 Cinnatolliah Tea shall be listed for trading on deemed to be in due compliance of the BSEprovisions of Section 62 of the Companies Act, NSEand CSE 2013 and shall be subject to other relevant and applicable regulations. Ganges Securities shall enter into such arrangement and issue such confirmations and/or undertakings as may be necessary in accordance with provisions of the applicable law or regulation Act for the above purposeissue and allotment of shares by Cinnatolliah Tea to Ganges Securities, as provided in this Scheme. 24.7 The shares allotted by Ganges Securities pursuant to Clause 24.1 of the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange. 24.8 There will be no change in the shareholding pattern or control of Ganges Securities between the Record Date and the listing which may affect the status of approval granted by the stock exchanges.

Discharge of Consideration. 24.1 14.1 Upon the Scheme becoming effective and in consideration for the transfer and vesting of the T&I Food Processing Business Undertaking of Upper Ganges with Ganges SecuritiesXxxxxx Securities to Allahabad Canning, Ganges Securities Allahabad Canning shall issue and allot 1,09,34,588 (One Crore, Nine Lakhs, Thirty Four Thousand, Five Hundred and Eighty Eight) Equity Sharesin shares of Rs. 10/- (Rupees Ten) each in its share capital at par, credited as fully paid up to the extent indicated belowXxxxxx Securities. 14.2 The shares issued to Xxxxxx Securities by Allahabad Canning shall be issued in dematerialised form as far as possible, unless otherwise notified by Xxxxxx Securities to the members of Upper Ganges (Allahabad Canning on or to before such of their respective heirs, executors, administrators or other legal representatives or other successors in title date as may be recognized determined by the Board of Directors of Upper Ganges and approved Allahabad Canning or a committee thereof. In the event that such notice has not been received by them) whose names appear in Allahabad Canning, the Register of Members on the Record Date in the following ratio: The paid-up equity share capital of Ganges Securities partly held by Upper Ganges, directly or indirectly ipso facto, shares shall without any further act or deed stand cancelled on the Effective Date and no shares of Ganges Securities will be issued or allotted in dematerialised form provided that Xxxxxx Securities shall be required to have an account with respect a depositary participant and shall be required to the Equity shares held by Upper Ganges directly or indirectly in Ganges Securities in consideration for the demerger. 24.2 Further, upon this Scheme coming into effect, Ganges Securities provide details thereof and such other confirmations as may be required. It is only thereupon that Allahabad Canning shall issue and allot 1,50,000 (One Lakh and Fifty Thousand) fully paid up 12% Non- Convertible Cumulative Redeemable Preference Shares of directly credit the face value of Rs. 100/- (Rupees Hundred) each credited as fully paid up in its share capital dematerialised shares to the preference shareholders account of Upper GangesXxxxxx Securities. The terms and conditions of 12% Non-Convertible Cumulative Redeemable Preference SharesIn the event that Allahabad Canning has received notice from Xxxxxx Securitiesthat shares are to be issued in physical form or if it has not provided the requisite details relating to its account with depositary participant or other confirmations as may be required, so allotted by Ganges then Allahabad Canning shall issue shares in physical form to Xxxxxx Securities, shall be subject to the same terms and conditions which are applicable to the existing 12% Non-Convertible Cumulative Redeemable Preference Shares of Upper Ganges. 24.3 The fractional entitlement, if any, to which shareholders of Upper Ganges may become entitled to upon issue of Equity Shares pursuant to Clause 24.1 above, would be rounded off by Ganges Securities to the next integer. 24.4 With effect from the Appointed Date but upon the Scheme becoming effective, the number of outstanding preference shares and the value of issued preference share capital of Upper Ganges shall stand reduced to the extent of the number and value of preference shares issued by Ganges Securities to the preference shareholders of Upper Ganges as per Clause 24.2 above. 24.5 14.3 With respect to the shares in Ganges Securities of Allahabad Canning to be issued to the members of Upper Ganges Xxxxxx Securities pursuant to Clause 24.1 and 24.2 14.1 above shall be subject to the Memorandum and Articles of Association of Ganges Securities Allahabad Canning and Ganges Securities Allahabad Canning shall issue and dispatch the new share certificates. 24.6 All equity shares allotted 14.4 The approval of this Scheme by Ganges Securities to the shareholders of Upper Ganges pursuant to Clause 24.1 Allahabad Canning shall be listed for trading on deemed to be in due compliance of the BSEprovisions of Section 62 of the Companies Act, NSEand CSE 2013 and shall be subject to other relevant and applicable regulations. Ganges Securities shall enter into such arrangement and issue such confirmations and/or undertakings as may be necessary in accordance with provisions of the applicable law or regulation Act for the above purposeissue and allotment of shares by Allahabad Canning to Xxxxxx Securities, as provided in this Scheme. 24.7 The shares allotted by Ganges Securities pursuant to Clause 24.1 of the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange. 24.8 There will be no change in the shareholding pattern or control of Ganges Securities between the Record Date and the listing which may affect the status of approval granted by the stock exchanges.

Discharge of Consideration. 24.1 5.1 Upon the Scheme becoming effective and in consideration for the transfer and vesting of the T&I Business Undertaking FP&I BusinessUndertaking of Upper Ganges Oudh Sugar with Ganges Xxxxxx Securities, Ganges Xxxxxx Securities shall issue and allot Equity Sharesin Shares in its share capital at par, credited as fully paid up to the extent indicated below, to the members of Upper Ganges Oudh Sugar (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of Upper Ganges Oudh Sugar and approved by them) whose names appear in the Register of Members on the Record Date in the following ratio: The paid-up equity share capital of Ganges Xxxxxx Securities partly held by Upper GangesOudh Sugar, directly or indirectly ipso facto, shall without any further act or deed stand cancelled on the Effective Date and no shares of Ganges Xxxxxx Securities will be issued or allotted with respect to the Equity shares held by Upper Ganges Oudh Sugar directly or indirectly in Ganges Xxxxxx Securities in consideration for the demerger. 24.2 5.2 Further, upon this Scheme coming into effect, Ganges Xxxxxx Securities shall issue and allot 1,50,000 13,00,000 (One Lakh and Fifty ThousandThirteen Lakhs) fully paid up 128.5% Non- Non-Convertible Cumulative Redeemable Preference Shares of the face value of Rs. 100/- 10/- (Rupees HundredTen) each credited as fully paid up in its share capital to the preference shareholders of Upper GangesOudh Sugar. The terms and conditions of 128.5% Non-Convertible Cumulative Redeemable Preference Shares, so allotted by Ganges Xxxxxx Securities, shall be subject to the same terms and conditions which are applicable to the existing 128.5% Non-Convertible Cumulative Redeemable Preference Shares of Upper GangesOudh Sugar. 24.3 5.3 The fractional entitlement, if any, to which the shareholders of Upper Ganges Oudh Sugar may become entitled to upon issue of Equity Shares equity shares pursuant to Clause 24.1 5.1 above, would be rounded off by Ganges Xxxxxx Securities to the next integer. 24.4 5.4 With effect from the Appointed Date but upon the Scheme becoming effective, the number of outstanding preference shares and the value of issued preference share capital of Upper Ganges Oudh Sugar shall stand reduced to the extent of the number and value of preference shares issued by Ganges Xxxxxx Securities to the preference shareholders of Upper Ganges Oudh Sugar as per Clause 24.2 5.2 above. 24.5 5.5 With respect to the shares in Ganges Xxxxxx Securities to be issued to the members of Upper Ganges Oudh Sugar pursuant to Clause 24.1 5.1 and 24.2 5.2 above shall be subject to the Memorandum and Articles of Association of Ganges Xxxxxx Securities and Ganges Xxxxxx Securities shall issue and dispatch the new share certificates. 24.6 5.6 All equity shares allotted by Ganges Xxxxxx Securities to the shareholders of Upper Ganges Oudh Sugar pursuant to Clause 24.1 5.1 above shall be listed for trading on the BSE, NSEand CSE BSE andthe NSE and shall be subject to the applicable regulations. Ganges .Xxxxxx Securities shall enter into such arrangement and issue such confirmations and/or undertakings as may be necessary in accordance with the applicable law or regulation for the above purpose. 24.7 5.7 The shares allotted by Ganges Xxxxxx Securities pursuant to Clause 24.1 5.1 of the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange. 24.8 5.8 There will be no change in the shareholding pattern or control of Ganges Xxxxxx Securities between the Record Date and the listing which may affect the status of approval granted by the stock exchanges.