Draft Scheme of Amalgamation

RENATA LIMITED

SCHEME OF AMALGAMATION

OF

Renata Agro Industries Limited

AND

Purnava Ltd.

(TRANSFEROR COMPANIES)

WITH

Renata Limited

(TRANSFEREE COMPANY)

PART I: GENERAL

1. This Scheme of Amalgamation (hereinafter referred to as the "Scheme") provides for the amalgamation of Renata Agro Industries Limited and Purnava Ltd. (Transferor Companies) with Renata Limited, pursuant to Section 228 and 229 of the Companies Act, 1994 (The Act) and other related provisions of the Act.
2. In this Scheme, unless repugnant to the meaning or context thereof, the expressions used herein shall have the following meanings:

1. "The Act" means the Companies Act, 1994 (Act XVIII), including any amendments hereto.
2. "Appointed Date" means 01 July 2021.
3. "Assets" or "Undertaking" means and includes all the undertakings, the entire business, all the properties (whether movable or immovable, tangible or intangible) lands, buildings, plant and machinery, capital works in progress, furniture, fixtures, office equipment, appliance, vehicles, other fixed assets, all stocks, investments of all kinds (including shares), debtors, receivables, advance, deposits, prepayments, Scrips, cash, balances with banks on any deposit or other accounts, financial assets, leases, tenancies, contingent rights or benefits, agreements, contracts, powers, approvals, allotments, authorities, permits, consents, quotas, rights, entitlements, licenses (industrial or otherwise) or any other benefits, patents, trademarks, copy rights and other intellectual property rights, all pending cases suits and proceeding in any court for and against Transferor Companies, rights to use and avail of telephones, mobile phone & sim, telexes, facsimiles, email, internet connections and installations, utilities, electricity and other

services, all files, records, papers, manuals, programmes, data, catalogues , sales and advertising materials and other records , whether in Bangladesh or abroad.

1. "Liabilities" means all secured and unsecured debts and everything as stated in clauses a. to f. under item 5 of PART-III:TRANSFER AND VESTING.
2. "Effective Date" or "Coming into effect of this Scheme" or Effectiveness of this Scheme" means the day on which the conditions specified hereinafter of this Scheme have been fulfilled.
3. "Transferor Companies" i.e., Renata Agro Industries Limited is a private company limited by shares, incorporated under the Act and having its registered office at Plot No. 1, Milk Vita Road, Section-7, Mirpur, Dhaka-1216.

AND

"Transferor Companies" i.e., Purnava Ltd. is a private company limited by shares, incorporated under the Act and having its registered office at Plot No. 1, Milk Vita Road, Section-7, Mirpur, Dhaka-1216.

1. "Transferee Company" i.e., Renata Limited is a public company limited by shares, incorporated under the Act and having its registered office at Plot No. 1, Milk Vita Road, Section-7, Mirpur, Dhaka-1216.

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RENATA LIMITED

All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning as described them under the Act.

3. OBJECT OF AMALGAMATION:

Transferor Companies have many similar objects with the Transferee Company and therefore the business of the Transferor and the Transferor Companies can be conveniently and advantageously combined together with as the Transferee Company. Since the top management of the said 3(three) Companies are same, this will result in a horizontal integration and consequent saving of considerable costs. The amalgamation shall reduce the warehousing costs of materials and other costs and shall create greater value as the ultimate company, the Transferee Company, shall achieve higher long- term financial returns than could be achieved by both the Transferor and Transferee Companies individually.

PART II: CAPITAL

1. The summary of share capital of Transferor Companies as on 30 June 2021 are given below: -

2. The summary of share capital of the Transferee company as on 30 June 2021 is given below: -

Renata Limited

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RENATA LIMITED

3. MODE OF SETTLEMENT OF CONSIDERATION OF AMALGAMATION.

Transferee Company i.e., Renata Limited shall issue no share but value of share (s) would be paid by cash to the minority shareholder of Transferor Companies on the basis of Face Value of the Share of Transferor Companies.

Part-III: TRANSFER AND VESTING

1. Upon coming into effect of this Scheme and with effect from the Appointed Date and subject to the provisions of this Scheme, the Undertakings of the Transferor Companies shall, pursuant to Section 229(2) of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and/or be deemed to have been and stand transferred to and vested in the Transferee Company as a going concern so as become as and from the Appointed Date, a part and parcel of the assets, rights, title, interests and authorities of the Transferee Company.
2. Without prejudice to sub - clause (1) as above, in respect of such of the assets of the Undertaking as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same may be so transferred by the Transferor Companies; and upon such transfer, become the property, assets, rights, title, interest and authorities of the Transferee Company.
3. All the licenses, permits, quotas, approvals, permissions, incentives, loans, subsidies, concessions, grants, rights, claims, leases, tenancies and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued, which may accrue to the Transferor Companies shall, pursuant to the provisions of Section 229(2) of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and available to the Transferee Company so as to become as and from the Appointed Date the licenses, permits, quotas, approvals, permissions, incentives, loans, subsidies, concessions, grants, rights, claims, leases, tenancies and other benefits or privileges of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law. It is hereby clarified that all inter party transactions between any/or all of the Transferor Companies and the Transferee Company shall be considered as intra party transactions for all purposes from the Appointed Date.
4. All the assets, rights, interests, licenses, permits, quotas, approvals, permissions, incentives, loans, subsidies, concessions, grants, claims, leases, tenancies and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued, which may accrue to the Transferor Companies after the Appointed Date and prior to the Effective Date in connection with or in relation to the Undertaking shall, pursuant to the provisions of Section 229(2) of the Act, without any further instrument or deed, be and stand transferred to and vested in or deemed to have been transferred to and vested in and available to the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law.
5. Upon coming into effect of this Scheme and with effect from the Appointed Date:
6. 1. All secured and unsecured debts (whether in taka or in foreign currencies), all liabilities, duties and obligations of the Transferor Companies along with any charge, encumbrance, lieu or security thereon (hereinafter refereed to as the "liabilities") shall pursuant to the provisions of Section 229(2) of the Act, without any further act, instrument or deed, be and stand transferred to and vested in or deemed to have been transferred to and vested in so as to become the debts, liabilities, duties and obligations of the Transferee Company, and further that it shall not be necessary to obtain in the consent of any third party or other person who is a party to any contract or arrangement by virtue of such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause. It is clarified that in so far as the assets of the Transferor Companies are concerned, the security or charge over such assets or any part thereof, relating to any loans, debentures or borrowings of the Transferor Companies, shall, without any further act or deed continue to relate such assets or any part thereof, after the Effective Date and shall relate to or be available as security in relation to any, or any part of the assets of the Transferee Company, save to the extent warranted by the terms of the existing security arrangements to which any of/or the Transferor Companies and the Transferee Company are party, and consistent with the joint obligations assumed by them under such arrangement.

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RENATA LIMITED

1. All debentures, bonds, notes, or other debt securities of the Transferor Companies, whether convertible into shares or otherwise (hereinafter referred to as "the Transferor Companies' Securities) shall, pursuant to the Provisions of Section 229(2) of the Act, without any further act, instrument or deed become securities of the Transferee Company and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and vested in or deemed to have been

transferred to and vested in and shall be exercised by or against the Transferee Company as if it were the Transferor Companies in respect of the Transferor Companies' Securities so transferred.

(c) Loans, advances and other obligations (including any guarantees, letters of credit or any other instruments or arrangement which may give rise to contingent liabilities in any form) if any due or which may at any time in future become due between the Transferor Companies and the Transferee Company shall stand discharged and there shall be no liability in that behalf on either party.

1. Any debentures or notes or other debt securities, if any, issued by the Transferor Companies and held by the Transferee Company, and vice versa, shall, unless sold or transferred by the Transferor Companies or the Transferee Company, as the case may be, at any time prior to the Effective Date, stand cancelled as on the Effective Date and shall be of no legal effect and the Transferor Companies or the Transferee Company, as the case may be, shall have no further obligation in that behalf.
2. Where any of the liabilities and obligations of the Transferor Companies as on the Appointed Date Transferred to the Transferee Company have been discharged by the Transferor Companies 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.
3. All loans raised and utilized and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Companies in relation to or in connection with the Undertaking after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall, upon coming into effect of this Scheme, pursuant to the provisions of Section 229(2) of the Act, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to have been transferred to or vested in the Transferee Company and shall become the debt, duties, undertakings, liabilities and obligations of the Transferee Company which shall meet, discharge and satisfy the same.
4. All assets, rights, title, interest and authorities accrued to and/or acquired by the Transferor Companies in relation to or in connection with the Undertaking after the Appointed Date and prior to the Effective Date shall be deemed to have been accrued to and/or acquired for and on behalf of the Transferee Company and shall upon coming into effect of this Scheme, pursuant to the provisions of Section 229(2) of the Act, without any further act, instrument or deed be and stand

6. With effect from the Appointed Date and up to the Effective Date:

1. The Transferor Companies shall carry on and shall be deemed to have carried on all its businesses and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking on account of, and for the benefit of and in trust for, the Transferee Company.
2. All the profits or incomes accruing or arising to the Transferor Companies or expenditures or losses arising or incurred (including the effect of taxes, if any, thereon) by the Transferor Companies shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditures or taxes of the Transferee Company, as the case may be.

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RENATA LIMITED

1. Upon the coming into effect of this Scheme:
2. 1. All suits, actions and proceedings by or against the Transferor Companies pending and/or arising on or before the Effective Date shall be continued and be enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the same had been pending and/or arising by or against the Transferee Company.
   2. The Transferee Company undertakes to have all legal or other proceedings initiated by or against the Transferor Companies referred to in Sub-Clause (a) above transferred to its name and to have the same continued, prosecuted and enforced by or against the Transferee Company.
3. Upon the coming into effect of this Scheme, and subject to the provisions of this Scheme:
4. 1. All contracts, deeds, bonds, agreements, arrangements and other instruments (including all tenancies, leases, license and other assurances in favour of the Transferor Companies or powers or authorities granted by or to it) of whatsoever nature to which the Transferor Companies are parties or to the benefit of which the Transferor Companies may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall, without any further act, instrument or deed, be in full force and effect against or in favour of the Transferee Company, as the case may be, and may be enforced fully and effectively as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or oblige thereto. The Transferee Company shall, at any time prior to the Effective Date, wherever necessary, enter into, and/or issue and or execute deeds, writings, confirmations, any tripartite arrangements or novations to which the Transferor Companies will, if necessary, also be a party in order to give formal effect to the provisions of this Clause.
   2. The Transferee Company may, at any time after coming into effect of this Scheme in accordance with the provisions hereto, if so required under any law or otherwise, enter into issue or execute deeds, writings, confirmations, any tripartite arrangements, novations, declaration or other documents with or in favour of any party to any contract or arrangement to which the Transferor Companies are parties or any writings as may be necessary to be executed in order to give formal effect to the above provisions, the Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Companies and to carry out or perform all such formalities or compliance required for the purpose referred to above on the part of the Transferor Companies.
5. (a) Upon the coming into effect of this Scheme and with effect from the Appointed Date, for the purposes of accounting and dealing with the value of the assets and liabilities of the Transferor Companies in the books of the Transferee Company, the assets and liabilities of the Transferor Companies as appear in their audited financial statements as of the Appointed Date shall be accounted.
6. 1. Upon the coming into effect of this Scheme, all employees of the Transferor Companies in service on the Effective Date shall become the employees of the Transferee Company on such date without any break or interruption in service and on such terms and conditions that were agreed between the employees and the Transferor Companies. The Transferee Company undertakes to continue to abide by any agreement/settlement, if any, entered into by the Transferor Companies with any employees.
   2. Upon the coming into effect of this Scheme, the existing provident fund, gratuity or other employee-related funds created by the Transferor Companies shall at an appropriate stage be transferred to the relevant funds of the Transferee Company and till such time shall be maintained separately. The Transferee Company undertakes to continue to abide by the provisions of any, "Trust Deeds" of any such funds.

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