ate of P af applicati No. of P opying Fe Registration & Posts Total Fame. IN THE NATIONAL COMPANY.LAW NEW DELHI COURT-V povoyl aie hee ©A/156/2023 National Company Law Trivia IN Now Delhi CP./138/241-242/ND/2022 IN THE MATTER OF: Sanjay Mehra ..Applicant Vs. Superon Schweisstechnik India Ltd. And Others UNDER SECTION U/s 241-242 Order dated : 14.07.2023 DETAILED ORDER IN TERMS OF ORDER DATED 17. 1023 1. The present application is jointly preferred by Mr. Sanjay Mehra (Applicant’) and Mr. Sharad Mehra (Respondent No. 2), Ms. Archana Mehra (Respondent No.3), Mr. Gaurav Mehra (Respondent No.6), Ms. Gouri Mehra (Respondent No.7) and Mr. Saurabh Mehra (Respondent No.8) under Rule 11 of the National Company Law Tribunal Rules, 2016 seeking the following prayer(s) :~ a, “To allow the present application and take on record the “Agreed Terms of Division/ Demerger of Superon Schweisstechnik India Limited” as agreed between the parties herein and pass the requisite demerger /division order, in exercise of the powers vested in this Hon’ble Tribunal under Section 242 of the Act in terms of the Agreed terms of division/demerger of the Respondent No.1 Company attached as ANNEXURE A-3. b. To Grant time to Applicant and Respondents to comply with the necessary compliances for effective division/demerger of Respondent No.1 Company in terms of the aforemention: (cay1s6/2023 op./138/241.242/"/2022 Date of Order: 14.07.2023,c. To pass any such other or further orders or directions, as this Hon'ble Court may deem fit and proper, in the facts and circumstances of the present case. “ 2. Briefly stated the facts of the case as averred in the application are that the applicant had filed the captioned Company Petition i.e. C.P./138/2410242/ND/2022 under Section 241 and 242 of the Companies Act, 2013, inter alia, alleging various acts of oppression and mismanagement qua M/s. Superon Schweisstechnik India Limited (Respondent No. 1 Company), being committed by the Respondents No. 2 and 3. 3. It was stated that M/s. Superon Schweisstechnik India limited (Respondent No. Company) is jointly owned by SM Group and SDM Group, both the groups having 50% shareholding each. The Applicant along with Respondent No.6 to Respondent No. 8 represent the SM Group whereas Respondent No.2 and Respondent No.3 represent the SDM Group. Moreover, the Respondent No.1 Company comprises of two divisions namely (i) The Domestic Business and (ii) The Export Business. 4. It was stated that the Captioned Company Petition was listed before this Tribunal on 31.08.2022 wherein the parties agreed that if one division of the Respondent No. 1 Company is demerged from the Respondent No. 1 Company to another company, their issues will be resolved amicably. 5. Furthermore, it was stated that the concerned parties had al approached the Hon’ble Delhi High Court in relation to numerétts (ca/156/2023 ™ cP./138/241-242/ND/2022 Date of Order: 14.07.2023,intent to resolve all disputes had signed and executed a document titled Terms of Settlement (‘ToS’) before the Hon’ble High Court of Delhi on 27.04.2023. Also, it was stated that the duly signed Terms of Settlement (ToS’) was duly recorded by the Hon’ble High Court in its order dated 27.04.2023 and the signed copy of ToS was handed over to the Hon’ble Delhi High Court in a sealed cover. . It was stated that in view of the Terms of Settlement between the parties and directions of the Hon’ble Delhi High Court order dated 27.04.2023 in FAO (OS)(COMM) No. 280 of 2022, the Applicant and Respondent No.2 have duly agreed for the division/demerger of Respondent No.1 Company. Also the manner and the terms for the proposed division/demerger recorded in the document titled “AGREED TERMS OF DIVISON/DEMERGER OF SUPERON SCHWEISSTECHNIK INDIA LIMITED” along with its annexures as signed by the parties before the Hon’ble Delhi High Court and recorded by the Hon'ble Delhi High Court in its order dated 12.05.2023 is placed before this Tribunal as Annexure-3 (Colly.) pg no. 36 to 66 of the present application. Accordingly, it was prayed that requisite order for division/demerger in terms of the Agreed Terms be passed by this Tribunal. . Also, it was prayed that after the requisite demerger /division order is passed, the matter may be adjourned for 100 days or any suitable time to enable the parties to comply with the conditions contained in Para No.12 of Agreed Terms. . Heard the Ld. Counsel for the applicants. The documents annexed with the present application are meticulously perused. ca/156/2023 IN CP./138/241-242/ND/2022 Date of Order: 14.07.20239. The relevant extract of the Hon’ble Delhi High Court order dated 27.04.2023 in FAO(OS)(COMM) No. 280 of 2022 is reproduced herein below for ready reference:- “2. It is agreed by the parties that the Memorandum of Family Settlement (MOFS) dated 10.09.2021 shall be read in consonance with the TOS. Two original copies of the TOS with the signatures of the parties and their counsel have been handed over to the court in a sealed cover. The sealed cover too has been signed. The same is taken on record and shall be kept in safe custody by the Registry till further orders. The terms thereof shall not be made public nor be disclosed to any authority, till the demerger goes through. Even the draft of the TOS shall be kept confidential by the parties. An undertaking of the parties in terms of the TOS, as well as in terms of this order shall be filed by the parties by tomorrow, which too shall be kept in a sealed cover. 3. The parties have been pursuing the process of settlement for quite some time and are desirous of expediting the process of demerger. For pursuing their objective, in letter and spirit, they agree to approach the NCLT preferably within a week, for conclusion of the proceedings in terms of a consent affidavit to be filed by the parties. They agree to file the consent affidavit on or before 04.05.2023. They say that they would request the NCLT to take up the matter on an urgent basis. The court is confident that once the consent affidavit is filed, the NCLT will consider the request of the parties for expeditious disposal of their case.” 10. The relevant extract of the Hon’ble Delhi High Court order dated 12.05.2023 in FAO(OS)(COMM) No. 280 of 2022 is reproduced herein below for ready reference:- “ 2. The issue has been mutually resolved by the parties and the consent affidavit for demerger has been signed by them to their satisfaction.” CA/186/2023 IN CP,/138/241-242/ND/2022 Date of Order: 14.07.202311. The sum and substance of the present Application and of the submissions of the parties is that the Parties have agreed to settle all their disputes on such agreed/consented terms for the demerger/division of the Respondent No.1 Company as signed by the Parties before the Hon'ble High Court of Delhi and presented before this Tribunal in document namely “AGREED TERMS OF DIVISION/DEMERGER OF SUPERON SCHWEISSTECHNIK INDIA LIMITED” which is annexed as ANNEXURE 3 of the present application. 12. The Hon’ble Delhi High Court in the order dated 27.04.2023 had categorically stated that, “The court is confident that once the consent affidavit is filed, the NCLT will consider the request of the parties for expeditious disposal of their case.” 13.The term Compromise and Arrangement, Re-organization and Reduction of Capital are not defined in the Companies Act, 2013 or the rules made thereunder. Therefore, in order to better appreciate the provisions, we would like to refer the meaning of the terminology as defined in the Major Law Lexicon dictionary. “Compromise” “Compromise” is an expression which implies the existence of a dispute such as relating to rights, which it seeks to settle among the parties.” 14.This Tribunal under the provisions of Section 242(1) of the Companies Act, 2013, has the power to make such order as it thinks fit, to end the matters complained of in the Company Petition. Further, this Tribunal can direct the division of the Respondent No.1 Company under the provisions of Section 242(2) of the Companies Act, 2013 for t purpose. ca/156/2023 IN P./138/241-242/ND/2022 Date of Order: 14.07.202315.At this juncture, it is relevant to refer the Hon’ble Supreme Court judgment in case M.S.D.C. Radharamanan vs. M.S.D. Chandrasekara Raja & Anr. (2008) 6 SCC 750, wherein it was held that in a matter under Sections 397 and 398 of the Companies Act, 1956 (equivalent to Sections 241 and 242 of the Companies Act, 2013), the powers of the Company Law Board are very wide and the CLB has the power to grant relief even if a case of oppression and mismanagement is not made out. 16. In the judgement Sishu RANJAN Dutta & Anr. vs. Bhola NATH Paper House Ltd. [ (1983) 53 Comp Cases 883 (Cal.), the CLB had exercised its powers on account of the company being a family concern, the possibility of an equitable division of the assets and business of the Company and on the consent given by the parties, the division of the assets and properties of the company into two groups was ordered. 17.It is pertinent to note the judgement in K.N. Bhargava vs. Trackparts of India Limited [(2001) 104 Comp Cases 611 (CLB)] wherein the CLB, in terms of the consent given by both the sides (‘petitioners as well as respondents) had proposed an interim arrangement of separation of the division of management of two units of the Company by two sets of Promoters.” 18.Adverting to the facts of the present case, the Respondent No.1 Company ie., M/s. Superon Schweisstechnik India Ltd. is currently jointly owned by two groups namely (i) SM Group and (ii) SDM Group having 50% shareholding each, with two divisions of its business ie., (i) The Domestic Business which is solely operated and managed by SM Group and (ii) The Export Business which is solely operated and managed by SDM Group. The parties had entered into consented terms before the ©A/156/2023 IN P./138/241-242/ND/2022 Date of Order: 14.07.2023formally demerge the Respondent No.1 Company on such terms as envisaged in “AGREED TERMS OF DIVISION/DEMERGER OF SUPERON SCHWEISSTECHNIK INDIA LIMITED” to put an end to the dispute between the parties. 19.This Tribunal is of the considered view that with a view to put an end to the dispute of the parties, it has the power to order the division of the Respondent No.1 Company on the basis of the “Agreed Terms of Division/Demerger of Superon Schweisstechnik India Limited”. Accordingly, considering the conspectus of facts and the submissions made by the parties, this Tribunal hereby order for division/demerger of the Respondent No.1 Company by exercising the powers vested with this Tribunal under Section 242 of the Companies Act, 2013 and takes on record the “AGREED TERMS OF DIVISION/DEMERGER OF SUPERON SCHWEISSTECHNIK INDIA LIMITED” which is annexed as ANNEXURE 3 of the present application. 20. The parties are directed to comply with the same in true spirit and sense and take all the necessary steps required and follow the necessary procedure to give effect to the agreed terms of division. 21. This Tribunal clarifies that as a consequence of Compromise between the Respondent No.1 Company and its Shareholders (SM Group and SDM Group), the parties are at liberty to take the necessary steps and actions as required to give effect to the demerger/division of the Respondent No.1 Company as per the “Agreed Terms of Division/Demerger of Superon Schweisstechnik India Limited’. CAa/156/2023 IN OP. /138/241-242/ND/2022 Date of Order: 14.07.2023 foun ey —" SS22.Further, both the parties are directed to comply or rectify as the case may be, with the non-compliance in the Companies Act, 2013 including the compliances as provided under Clause 12 of the Agreed Terms of Division/Demerger of Superon Schweisstechnik India Limited” within a period of ninety (90) days from the date of this order and submit a compliance report with this Tribunal. 23.The Appointed dated for the division/demerger of the Respondent No.1 Company as per “Agreed Terms of Division/Demerger of Superon Schweisstechnik India Limited” shall be 26 April, 2022. LEE Lgl RRS. fe Bgnvan The CA/156/2023 stands disposed of in the aforesaid terms. [ef Sd/- Sd/- (DR.BINOD KUMAR SINHA) (SH. MAHENDRA KHANDELWAL) MEMBER (T) MEMBER (J) E\on> DD/DWAR/Court Offi New Delhi Page | 8 A/156/2023 IN (CP. /138/241.242/ND/2022 Date of Order: 14.07.2023oat of Pr sentation ¥/0? [23 of application ior Copy... No. of Page: A _opying F the Hon’ble Delhi High Court in a sealed cover. Further, the: ‘Han bleDethi Date of De' High Court in its order dated 27.04.2023 had duly made the follo’ observation: Nationfi Company Law Tril.an ‘2. It is agreed by the parties that the Memorandum of Family aw Delhi Settlement (MOFS) dated 10.09.2021 shall be read in consonance with the TOS. Two original copies of the TOS with the signatures of the parties and their counsel have been handed over to the court in a sealed cover. The sealed cover too has been signed. The same is taken on record and shall be kept in safe custody by the Registry till JSurther orders. The terms thereof shall not be made public nor be disclosed to any authority, till the demerger goes through. Even the draft of the TOS shall be kept confidential by the parties. An undertaking of the parties in terms of the TOS, as well as in terms of this order shall be filed by the parties by tomorrow, which too shall be kept in a sealed cover. 3. The parties have been pursuing the process of settlement for quite some time and are desirous of expediting the process of demerger. For pursuing their objective, in letter and spirit, they agree to approach the NCLT preferably within a week, for conclusion of the proceedings in terms of a consent affidavit to be filed by the parties. They agree to file the consent affidavit on or before 04.05.2023. They say that they would request the NCLT to take up the matter on an urgent basis. The court is confident that once the consent affidavit is filed, the NCLT will consider the request of the parties (for expeditious disposal of their case...” A copy of the order dated 27.04.2023 passed by the Hon’ble Delhi High Court in FAO (OS) (COMM) No.280 of 2022, is annexed herewith and marked as ANNEXURE A-2. 6. That in view of the aforementioned settlement between the parties and directions of the Hon’ble Delhi High Court vide order dated 27.04.2023 in have duly agreed for the division/demerger of Respondent No.1 Compatiy iy es fe me WE the manner as envisaged under the dopument ied “AGREED TER ws OR ‘fi nb . <, DA oR ogy / oe Ponda we ro” weINDIA LIMITED” (“Agreed Terms”). It is submitted that the'said agr terms have been duly signed by Applicant and Respondent No.2 before; Hon'ble Delhi High Court and the same is recorded by the Hon'ble" Belh High Court vide order dated 12.05.2023 in FAO (OS) (COMM) No.280 of 2022. A copy of the document titled “AGREED TERMS OF DIVISION/DEMERGER OF SUPERON SCHWEISSTECHNIK INDIA LIMITED” as signed by the parties along with its annexures before the Hon’ble Delhi High Court, are annexed herewith and marked as ANNEXURE A-3 (COLLY.), A copy of the order dated 12.05.2023 passed by the Hon’ble Delhi High Court in FAO (OS) (COMM) No. 280 of 2022 has not been uploaded on the official website of the Hon’ble Delhi High Court and hence a copy of the order dated 12.05.2023 will be filed through an additional affidavit before this Hon’ble Tribunal during the course of the proceedings. ‘That Respondents No. 2 and 3 represent the SDM Group and the Applicant along with Respondent No. 6 to 8 represent the SM Group and are jointly the shareholders of the Respondent No. 1 Company. It is to be noted (es Respondents No. 4 and 5 inthe captioned Petition are not parties 10 (tS present application. The present Joint Application is filed by the Applic: it and Respondents herein seeking division/demerger of the Respondent No. 1 * Company. That the present Joint Application by the Applicant and aforestated relevant _» . £87 NO poe tee penne Dau oF vakgentation | TSetjes ANNEX UR! Record of Ce ER Slucte,) yate of Prepar ry ol HA Copy ot De) ™ nota REED TERMS FOR DEMERGER/ DIVISION OF /AR/Court Officer SUPERON SCHWEISSTECHNIK INDIA LIMITED DD/DP/ ‘ou ae Natiorfal Company Law Tritersa Sew Delhi = a - __ INTRODUCTION A. SUPERON SCHWEISSTECHNIK INDIA LIMITED, is a public limited company registered under the Companies Act, 1956 having its registered office at A-125 Okhla Industrial Area Phase Il, New Delhi-110 020, India, hereinafter referred to as “Demerged Company/ Parent Company” (which expression shall unless repugnant to the context or meaning thereof, include its respective successors and permitted assigns); B, SUPERON SCHWEISSTECHNIK INDUSTRIES LIMITED, is a company registered under the Companies Act, 2013 and having its registered office at Shop No. 16, Old Sewa Nagar Market New Delhi-110 003, hereinafter referred to as “Resulting Company” (which expression shall unless repugnant to the context or meaning thereof. include its respective successors and permitted assigns); C. That the Parent Company is currently jointly owned by SM Group and SDM Group, i.e. the Parties, having 50% shareholding each, and comprises of two divisions namely; (The Domestic Business ~ solely operated and managed by SM Group; and Gi) ‘The Export Business ~ solely operated and managed by SDM Group. D. The Parties have already effected a de-facto division of the Parent Company on and from 26" April 2022 in terms of the MoFS. E, That pursuant to the order dated 27.04.2023 passed by the Hon’ble High Court of Delhi in PAO (OS) (COMM,) No. 280/2022, the Parties have agreed to settle all their disputes on such agrecd’ consented terms signed by the parties before the Hon’ble High Court and to formally Demerge’ Divide the Parent Company. The present agreed terms entail the demerger! division of the Parent Company which are detailed hereinafter. PARTI DEFINITIONS In this agreement, the following expressions shall have the following meanings: VV Mer TRUE COPY,3 “Aet” or “the Act” means the Companies Act, 2013 and the Rules, regulations, notifications made thereunder including any statutory modification(s), re-enactment(s) or amendmeni(s) thereof and also means and refers to corresponding and enforceable Sections of Companies Act. 1956, and the rules and regulations made thereunder to the extent applicable; “Banks” means (i) RBL Bank Limited, Barakhamba Road Branch and (ii) CitiBank. M- Block. Jacaranda Marg, DLF City, Phase-II, Gurugram; “Board of Directors” or “Board” means the respective Board of Directors of the Parent Company and Resulting Company, as the case may be, and include any Committee(s) of the Board, or any person or persons authorized by the Board of Directors of the respective Companies; “Date of Division” or “Appointed Date” means 26" April 2022 which shall be considered as the date of division of the Parent Company; “Demerged Company” or “Parent Company” means Superon Schweisstechnik India Limited, which is currently jointly owned by the SM Group and the SDM Group with equal shareholding and shall vest and be owned by the SDM Group. upon completion of the process of transfer of shares in accordance with the TOS executed by the Parties; “Hon’ble Tribunal” means the Hon’ble National Company Law Tribunal, New Delhi; “MoFS” means the Memorandum of Family Settlement dated 10.09.2021 signed ‘between Sanjay Mehra and Sharad Mehra, their kin and entities under their respective control; “Parties” means the collective reference to the SM Group and the SDM Group; “Resulting Company” means Superon Schweisstechnik Industries Limited, which is currently jointly owned by the SM Group and the SDM Group with equal shareholding and shall vest and be owned by the SM Group, upon completion of the process of transfer of shares in accordance with the TOS executed by the Parties: “SM Group™ means Sanjay Mehra, Gouri Mchra, Gaurav Mehra, Saurabh Mehra, Stanvac Chemicals (India) Limited, Stanvac Paints Limited, Stantech Al Limited, Stanvac International Limited, Edelfort Global Limited and Superon Technik India Private Limited. The entities mentioned herein have given necessary authority to Mr. Sanjay Mehra to execute the present terms of settlement on their behalf and agree to be bound by the present terms of settlement as well as the Terms of Settlement (TOS) signed before the Hon’ble High Court on April 27 2023 in FAO (OS) (COMM.)\No. 280/2022. ‘The Board Resolution(s) of the aforesaid entities are annexed as ANNEX|URE-1 hereto with he reson document ne 7 te TRUE COPY33 k. “SDM Group” means Sharad Mebra, Archana Mehra, Gayatri Mehra, Safarjang Motors Private Limited, Safdarjang Service Station and Stanvae Prime Private Limited. The entities mentioned herein have given necessary authority to Mr. Sharad Mehra to ‘execute the present terms of settlement on their behalf and agree to be bound by the present terms of settlement as well as the Terms of Settlement (TOS) signed before the Hon’ ble High Court on April 27" 2023 in FAO (OS) (COMM,) No. 280/2022. The Board Resolution(s) of the aforesaid entities are annexed as ANNEXURE-2 hereto with the present document; 1. “TOS” means the Terms of Settlement dated April 27" 2023, signed by Mr. Sanjay Mehra and Mr. Sharad Mehra before the Hon"ble High Court of Delhi in FAO (OS) (COMM.) No. 280/202: PART-II ‘That the terms of the proposed consent order to be passed by the Hon’ble Tribunal and as agreed between the Parties are as under: ‘A. The Parties have agreed that the consent order that would be passed in the present Petition by the Hon'ble Tribunal would be in excreise of its powers under Sections 241 and 242 of the Companies Act, 2013, with the objective of bringing an nd to the matters complained by the parties, in the present Petition. B. With effect from Appointed Date on the date of passing of the order of division/dcemerger by the Hon’ble Tribunal, the domestic business (“Domestic Business”) of Superon Schweisstechnik India Limited (“Parent Company/ Demerged Company”) along with its: (3) All assets and property(ies) wherever situated, whether movable or immovable. leasehold or freehold, tangible or intangible, including but not limited to all plant and machinery. buildings, offices, roads and culverts, tube well installations, equipment, capital work-in-progress, vehicles, furniture. fixtures. office materials, computer installations, electrical appliances. accessories, investments including stocks, goods in transit, receivables, industrial and other licenses and rights, sofiware products, design, developments, tools. operating systems. and other industrial property rights, licences, leases and tenancy rights. other benefits (including tax benefits), tox holiday benefits. tax incentives & exemptions (including but not limited to tax credits), Minimum Alternate Tax Credit entitlement (“MAT Credit”), tax losses (if available) under Income Tax Act, 1961. or all tax benefits under the Central Goods and Service Tax Act, Integrated Goods and Service Tax Act, respective state Goods and Service Tax Act, if any, or any other taxation laws, other interests, rights or powers of every kind} nature, and description whatsoever pertaining to or relatable to the Domestic sof () Age, AGE ; )~ Gi) Gi) Gv) 2) LEE . Si ¥ 4 All liabilities present and future and the specific contingent liabilities pertaining or relatable to the Domestic Business; All rights and licenses, al] assignments and grants thereof, all permits, approvals, registrations, notifications. quota rights, import quotas, rights (including rights under any agreement, contract applications, memorandum of understanding, letters of intent or any other contracts), subsidies. grants, tax credits, incentives or schemes of Central/ State governments, quality certifications and approvals (both Indian and foreign). product registrations (both Indian and foreign), regulatory approvals, entitlements, industria] and other licenses, the registrations/ benefits under any schemes. if any, and such other schemes, registrations/ approvals/ licenses from the Central Government, any State Government, any local authority, ‘Customs, Director, ,. Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Commerce & Industry, Ministry of Finance, municipal body permissions, goodwill, approvals, consents, tenancies, if any. in relation to the project and/ or residential and/ or commercial properties, investments and/ or interest (whether vested, contingent or otherwise) in projects relating to the Domestic Business, either solely or jointly with other parties, balances, bank balances, deposits, investments of all kinds (including shares. scrip, stocks, bonds, debentures. debenture stocks, units or pass through certificates) advances, recoverable, receivables, cascments, advantages, financial assets, hire purchase and lease arrangements. the benefits of bank guarantees issued by the Demerged Company in relation to the Domestic Business, privileges, all other claims, rights and benefits (including under any powers of attorney issued by Demerged Company in relation to the Domestic Business or any powers of attorney issued in favour of Demerged Company or from or by virtue of any proceeding before a legal, quasi-judicial authority or any other statutory authority to which Demerged Company was party), powers and facilities of every kind, nature and description whatsoever, right to use and avail of telephones. telexes, facsimile connections and installations, utilities, electricity, water and other services, provisions, funds. benefits of all agreements, joint venture, contracts and arrangements and provisions, funds, benefits of all agreements. contracts and arrangements and all other interests, in connection with or relating to the Domestic Business; All deposits and balances with the Government, Semi-Government, local and other authorities and bodies. customers and other persons, earnest moneys and/or security deposits paid or received by the Demerged Company, directly or indirectly, in connection with or in relation to the business of the Domestic Business; All books, secords, files, papers, software programmes, product specifications and process information records. standard operating procedures, computer programmes along with their licenses, manuals and back-up, copies. drawings, other manuals, data catalogues, quotations, sales and advertising materials, lists of present and, former customers and suppliers, customer credit information, customer| wal) ve~ TRUE COPYG yo information and other records whether in physical or electronic form, directly or indirectly. in connection with or relating to the Domestic Business shall vest in and be possessed by SUPERON SCHWEISSTECHNIK INDUSTRIES LIMITED (“Resulting Company”). Provided however that any license, registration, approval. ete. which has been granted generally to the Parent Company and is not specific to the Domestic Business shall continue to vest in the Parent Company. ‘The Parties further agree that the tax implications (if any) arising in connection with the demerger of the Domestic Business into the Resulting Company shall be jointly and equally borne by the Parties. PART-IIT ‘That the parties have agreed, signed, and undertaken to effectuate the demerger/division of the Parent Company on the following agreed terms that are detailed hereinunder: With effect from the Appointed Date. the Domestic Division of the Parent Company shall stand demerged out of the Parent Company and taken over by the Resulting Company (Superon Schweisstechnik Industries Limited). As on the date of the demerger order passed by the Hon’ble Tribunal, the Resulting Company will conduct the business of manufacture and sale of welding electrodes, welding wires and any other product under the brand name SUPERON only within the territory of India. SM hes the exclusive right on the brand name/trademark SUPERON for the domestic market in India. SM may assign the right to the Resulting Corapany or any other Company to utilize/monetize the brand name/trademark SUPERON in any manner as desired for the purpose of domestic market in India. $M undertakes that he or his group companies shall not use the word SUPERON in any manner whatsoever outside the territory of India including in the name of any new entity outside the territory of India, SM undertakes that he shall use the full name of the company as “Superon Schweisstechnik Industries Limited” and shall not use acronyms of SDM companies on its all products and packaging within the territory of India, ‘As on the Appointed Date, the Export Division of the Parent Company shall continue to remain in the Parent Company/Demerged Company. SDM has the exclusive right on the brand name/trademark ‘SUPERON’” for the international market. SDM may assign the tight to, permit or license the Parent Company or any other Company to utilize/monetize the brand name/trademark ‘SUPERON” in any manner as desired for the purpose of international market. On and ftom the date of demerger order the Parent Company shalt also have the exclusive right to use and monetize the tradematl/brand name Stanvac Prime and sub-brands of Stanvae Prime Pvt. Lid, for FMCG and other products except for industrial products, within and outside the territory of India. The Parent Company will also become the exclusive owner of the brand name/trademark ‘Starblate’ for bh the domestic and international market. SM shall have no claim on ‘Starblaze’ bhatsoevty)4 subject to the restriction qua the name of the Parent Company as stated hereinafter. SDM undertakes to change the name of the Parent Company to “Stellar Specialities India Limited” but the acronym ‘SSIL* shall not be used by SDM or Parent Company. Furthermore, SDM shall not use the name SUPERON, SCHWEISSTECHNIK, STANVAC and STARBLAZE in the name of the Parent Company. SDM undertakes that he or his group companies shall not use the word SUPERON in any manner whatsoever within the territory of India, SDM shall not use the words SUPERON and SCHWEISSTECHNIK in the name of any new entity in India and shall not use the word STANVAC in the name of any new entity in India and abroad. SDM shall not use the acronyms, i.e. SSIL & SCIL or any other acronyms of SM's Company, as the name of or be associated with the Parent Company. Likewise, SM too shall not use acronym SSI. or the names or acronyms associated with SDM's Companies. The aforesaid terms are in furtherance of the TOS. 4, That within ninety (90) days from the date of order of demerger! division of the Parent Company, the name of the Demerged Company/ Parent Company housing the export division shall be changed as per the foregoing Clause 2. 5. That immediately upon demerger order being passed by the Hon’ble Tribunal, both the parties shall approach the banks to get NOC for the release of the following properties of the SM Group domestic division: S.No. Description of Property ”‘Fransferred in the name of 1 : Plot No. 191-D, Phase lV, Superon Schweisstechnik Sector 4, IMT Manesar Industries Limited (Resulting Company) 2 oT Plot No. 35, Sector 35, Superon Schweisstechnik Gurugram Industries Limited (Resulting Company) Immediately upon the release of the aforesaid properties from the Banks, the same shall stand transferred in the name of the Resulting Company. The SDM Group shall provide all necessary assistance of any kind for ensuring that the NOC is provided by the Banks. For the purposes of ensuring 2 smooth release and transfer of the aforementioned properties, the SDM Group undertakes to appear before any such authority(ies) as may be necessary for effectuating transfer and registration of the propertics in dhenane ofthe Resulting Company. \