Ador Welding Ltd. — M&A Activity 2023

Feb 23, 2023

\'f,ador peace of mind'"

AWL/SEC/SE/2022-23/107

23rd February, 2023

BSE LTD.

Phiroze Jeejeebhoy Towers, 1[st ] Floor, Dalal Street, Fort, Mumbai - 400 023 Company Scrip Code: 517041

NATIONAL STOCK EXCHANGE OF INDIA LTD.

Exchange Plaza, C-1, Block G, Bandra-Kurla Complex Bandra (East), Mumbai - 400 051. Company Symbol: ADORWELD

Dear Sir / Madam,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015

With reference to our letter dated 17[th ] February, 2023, please find attached herewith the certified copy of Order of Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, sanctioning the Scheme of Amalgamation (Merger by Absorption) of Ador Welding Academy Private Limited ('AWAPL') ('Transferor Company') with Ador Welding Limited ('AWL') ('Transferee Company') and their respective shareholders, under the provisions of Sections 230 to 232 of the Companies Act, 2013 & rules made thereunder.

We hereby request you to make a note of it and acknowledge its receipt.

Thanking you,

Yours Sincerely,

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For ADOR WELD LIMIT
SU
CHIEF FINANCIAL OFFICE
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Encl.: As above

ADOR WELDING LIMITED

Regd. & Corporate Office: Ador House, 6, K. Dubash Marg, Fort, Mumbai - 400 001-16, Maharashtra, India. +9122 6623 9300 I www.adorwelding.com I CIN: L70100MH1951PLC008647 II., 1800 2 33 1071 I l""l care@adorians.com I 19 +91 20 40706000

IN THE NATIONAL COMPANY l,AW TRIBVNAI� MUMBAIBENCH,COURT-V

C.P (C.A.A)/ 68/2022 IN C.A (C.A.A)/209/MB/2021

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

AND

In the matter of Scheme of Merger (by Absorption) of Ador Welding Academy Private Limited ( First Petitioner Company' or 'the Transferor Company') and Ador Welding Limited ('Second Petitioner Company' or 'the Transferee Company') and their respective Shareholders (the Scheme' or 'this Scheme')

Ador Welding Academy Private Limited }

CIN No: U74900PN2012PTC144148 }

... First Petitioner Company/ Transferor Company

Ador Welding Limited

}

CIN No: L70100MH1951PLC008647 } .. �Second Petitioner Company / Transferee Company

First Petitioner Company and Second Petitioner Company are collectively referred as "Petitioner Companies".

Order Delivered On: 03.02.2023

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C.P.(C.A.A)/ 68/2022 IN C.A (C.A.A}/209/MB/2021

Coram:

Hon'ble SH. Kuldip Kumar Kareer Member (Judicial) Hon'ble Smt. An1,1radha Sanjay Bhatia : Member (Technical)

Appearances (via videoconferencing):

For the Petitioner(s)

• Mr. Hemant Sethi, Ms. Devanshi Sethi, i/b. Hemant Sethi & Co.,

For the Regional Director: Ms. Rupa Sutar, Authorized representative of Regional Director, MCA (WR),Mumbai

Per: Anuradha Sanjay Bhatia, Member (Technical)

ORDER

1. The Court is convened by videoconference.

2. Heard the learned counsel for the Petitioner Companies. No objection has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition.

3. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Act') and in the matter of Scheme of Merger (by Absorption) of Ador Welding Academy Private Limited ('First Petitioner Company' or 'the Transferor Company1 and Ador Welding Limited ('Second Petitioner Company' or 'the Transferee Company') and their respective Shareholders {'the Scheme' or 'this Scheme').

4. Learned Counsel for the Applicant Companies further submits that the First Applicant Company is engaged in the business of promoting weld­ ing and imparting education in the field of welding technology �n India and abroad and the Second Applicant Company is engaged of manufac­ turing of arc welding electrodes and allied appliances.

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1. Learned Counsel for the Applicant Companies further submits that the First Applicant Company is a wholly owned subsidiary of the Second Applicant Company and the entire share capital of the First Applicant Company is owned and controlled by the Second Applicant Company and its nominees.

2. Learned Counsel for the Applicant Companies further submits that the management of the Applicant Companies believe that amalgamation of the First Applicant Company with the Second Applicant Company would have, inter alia, the following benefits:

3. a. Both the companies are under the same management. The Trans­ feror Company is wholly owned subsidiary of the Transferee Com­ pany. With a view to maintain a simple corporate structure and eliminate duplicate corporate procedures, it is desirable to merge and amalgamate all the undertakings of Ador Welding Academy Pri­ vate Limited into Ador Welding Limited. The amalgamation of all undertaking of Transferor Company into the Transferee Company shall facilitate consolidation of all the undertakings, in order to en­ able effective management and unified control of operations. Fur­ ther, the amalgamation would create economies in administrative and managerial costs by consolidating operations and would sub­ stantially reduce duplication of administrative responsibilities and multiplicity of records and. legal & regulatory compliances.

4. The Merger is in the interest of the shareholders, creditors and all other stakeholders of the respective companies and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

5. The Petitioner Companies have approved the Scheme by passing Board Resolutions dated 28 th May, 2021 and have approached the Tribunal for sanction of the Scheme. The Appointed Date for the scheme is 1 st April 2021.

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1. Learned Counsel for the Petitioner Companies submits that the Petition has been filed in consonance with the order dated 08.12.2021, passed by this Tribunal in CA(CAA)/209/MB/2021.

2. The Learned Counsel for the Petitioner Companies states that the Petitioner Companies have complied with all the requirements as per directions of the Tribunal.

3. The Learned Counsel for the Petitioner Companies states that the shares of the Second .Petitioner Company are listed on BSE and NSE.

4. The Regional Director has filed a Report dated 19 [th ] September, 2022 ('Report') praying that this Tribunal may pass such orders, as it thinks fit, save and except as stated in paragraph II (a) to (i). In response to the observation made by the Regional Director, the Petitioner Companies have also given necessary undertakings and clarification vide their rejoinder affidavit dated 17[th ] November, 2022. The observations made by the Regional Director and the clarificatioris and undertakings given by the Petitioner Companies are summarized in the table below:

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SrN RD Report/Observations Response of the
o. Petitioner Companies I
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	C.P (C.A.A)/ 68/2022 IN C.A (C.A.A)/209/MB/2021
(a)(i	That on examination of the re- As regards the observation
)	port of the Registrar of Campa- made in Paragraph 2 (a)(i)of
	mes, Mumbai _dated_the said Report is concerned,
	08.06.2022 (Annexed as An- it is submitted that the obser­
	_nexure A-1) that the transferor_vation made by the ROC is
	Company falls within the Juris- merely factual in nature and
	_diction of ROC, Pune and the_no further response is re­
	transferee Company _falls_quired to that extent and in so
	_within the jurisdiction of ROC,_far as the creditors are con­
	_Mumbai. It is submitted that no_cerned, the Petitioner Campa­
	complaint and/ or representa- nies undertake that the inter­
	_tian regarding the proposed_est of the creditors shall be
	_scheme of Amalgamation has_duly protected, under the
	been received against the Peti- Scheme.
	tioner Companies. Further, the
	petitioner companies have filed
	Financial Statements up to
	31.03.2021. The ROC has fur-
	ther submitted, in his report
	dated 08.06.2022, as under:-
	i.That the ROC Mumbai in
	his report dated
	08.06.2022 has stated
	that no Inquiry,
	inspection, -nvestigation
	&prosecution is pending
	against the subject
	applicant companies and
	interest of the creditors
	shall be protected.

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(a) ii. Further ROC has As regards the observation (ii) mentioned as follows:- made in Paragraph 2 (a)(ii)(a) of the said Report is con­ It has been observed that a cerned, the Petitioner Campa- complaint is filed against nies submit that the Peti­ the Transferee Company, tioner Companies have not re­ which is pertaining to the ceived any formal notice of jurisdiction of ROC Mumbai. such Complaint. Further, the After going through the same is not traceable on the complaint on the MCA 2 I Ministry of Corporate Affairs back-office portal, it is Portal. Therefore, the Peti­ observed that a shareholder tioner Companies are unable complaint is pendin9 vide to comment on the same. In SRN 100058641. Hence any event, the approval of the Petitioner Transferee Scheme by this Tribunal may Company shall undertake to not deter any authority to deal

resolve complaint raised by with any pending issues/ com­ the Complainant and submit plaints, after giving effect to the reply with ROC on MCA the Scheme. 21 portal, so that ROC can close complaint on the MCA21 portal. a)

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(a)	_b) The business operationsof_As regards the observation	_b) The business operationsof_As regards the observation
(ii)	_both the entities are on_made in Paragraph 2 (a)(ii)(b)
	_different lines, this raise a_of the said Report is con­
	_question_as	_to what kindof_cerned, the Petitioner Compa­
	_business will the resultant_nies submit that both the Pe-
	Company	_(Transferee_titioner Companies are under
	_Company) be engaged into,_the same Management .. The
	_upon the scheme becoming_First Petitioner Company is a
	effective.	wholly-owned Subsidiary of
		the Second Petitioner Com­
		pany. Further, the First Peti­
		tioner Company is engaged in
		the business of promoting
		welding and imparting educa­
		tion in the feld of welding technolog in India & abroad
		while the Second Petitioner
		Company is engaged of manu­
		facturing of arc welding elec­
		trodes and allied appliances
		(Welding & Cutting Products).
		Therefore, the Petitioner Com­
		panies business is compli­
		mentary in nature and the re­
		sultant Company shall con­
		tinue its business of manufac­
		turing of arc welding elec­
		trodes and allied appliances
		(Welding & Cutting Products)

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			C.P (C.A.A)/ 68/2022
			IN
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			as well as promoting & im­
			parting education in the field
			of welding technolog.
(a)	c)	_Interest of Creditors should_As regards the observation
(ii)		be protected	made in Paragraph 2 {a)(ii)(c)
			of the said Report is con­
			cerned, the Petitioner Compa­
			nies submit that the losses in­
			curred for the financial year
			ending 31stMarch, 2021 were
			due to the situation prevailing
			across the Nation on account
			of Covid-19 / novel corona­
			virus pandemic, and the con­
			sequent lock-down and the
			same will not, in any manner,
			afect the abilit of the Peti­
			tioner Companies to pay of its
			debts. There are no Secured
			Creditors in the First · Peti­
			tioner Company and unse­
			cured creditors shall be paid
			off in due course. Further, the
			First Petitioner Company is a
			wholly-owned subsidiary of
			the Second Petitioner Com­
			pany and the interests of the
			creditors as well as the share­
			holders are duly protected,
			under the Scheme.

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(b) That on examination of the As regards the observation

(i) report of the Registr�r of made in Paragraph 2(b)(i) of Companies, Mumbai dated the said Report is concerned, 06.05.2022 for Transferee it is submitted that the obser­ Company (Annexed as vation made by ROC is merely Annexure A-2) that the factual in nature and no fur­ Petitioner Transferee Company ther response is required to falls within the jurisdiction of that extent and in so far as the ROC, Mumbai. It is submitted creditors are concerned, the that no complaint and/ or Petitioner Companies under­ representation regarding the. take that the interest of the proposed scheme of creditors shall be duly pro- amalgamation has been tected, under the Scheme. received against the Petitioner Transferee Company. Further, the Petition.er Company has filed Financial Statements up to 31.03.2021. The ROC has further submitted in his report dated 06.05.2022, as under:i. That the ROC Mumbai in his report dated 06.05.2022 has also stated that no inquiry, inspection, investigation, technical scrutiny & prosecution is pending against the subject applicant company and interest of the creditors shall be protected.

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(b)	F1trtherROChas mentioned a$	As regards the observation
(ii)	follows:- ,	made in Paragraph 2(b}(ii)(a)
	a) Transferee Company has	of the said Report is con­
	not filed e-form MGT-14	cerned, the Second Petitioner
	being a listed Company	Company submits that it has
		filed e-forms MGT-14, as &
		when required. The list of e­
		forms MGT-14 filed since the
		'Appointed Date', along with
		challan is annexed to the Re­
		joinder as"Annexure - A"
	b)_As_per the provisions of	As regards the observation
	Section 232(2) (i) of the	made in Paragraph 2(b)(ii)(b)
	Companies Act, 2013,	of the said Report 1s con­
	where the transferer	cerned, the Petitioner Compa­
	company is dissolved, the	nies undertake to comply with
	fee,ifany, paid by the	the provisions set-out in Sec­
	Transferer Company on it's	tion 232(3)(i) of the Compa­
	Authorised Capital shall be	nies Act, 2013 and that the
	set-off against any fees	fee, if any, paid by the Trans­
	payable by the Transferee	feror Company on its author­
	Company on it's authorised	ized share capital shall be set­
	capital subsequent to	off against any fees payable by
	amalgamation. Therefore,	the Transferee Company on
	remaining fee ,ifany, after	its authorized share capital
	setting off fees already	subsequent to the Merger, if
	paid by the Transferor	applicable.
	Company on it's
	Authorised Capital, must
	be paid by the

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		C.P (C.A.A)/ 68/2022 IN C.A (C.A.A}/209/MB/2021
	Transferee Company on the
	increased authorised share
	capital, subsequent to
	amalgamation.
(b)(i	c) Interest of Creditors	As regards the observation
i)	should be protected.	made in Paragraph 2(b)(ii)(c}
		of the said Report is con­
		cerned; the Petitioner Compa­
		nies undertake to protect the
		interests of the creditors at all
		times.
(c)	Transferee Company should	As regards the observation
	undertake to comply with the	made in Paragraph 2(c) of the
	provisions of Section 232(3)(i)	said Report is concerned, the
	of the Companies Act, 2013,	Transferee Company under­
	through appropriate	takes to comply with the pro­
	affirmationinrespect of fees	visions of Section 232(3)(i) of
	payable by Transferee	the Companies Act, 2013, and
	Company for increase of share	any increase in fees payable
	capital on account of mergerof	on account of increase of
	transferer companies.	share capital due to the mer-
		ger of transferor Company.

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(d) (e)	In compliance of AS-14 (IND_As regards the ob _AS-103), the Transferee_made in Paragraph 2 _Company shall pass such_said Report is conce _accounting entries, which are_submitted that in ad _necessary in connection with_compliance with IND _the schemet comply with(AS-14 not applicable other applicable Accounting_nection with the Sch _Standards such as AS-5 (IND_Second Petitioner _AS-8) etc.; being the Transfer pany shall pass s counting entries, w necessary to comply other applicable In counting Standards, tent applicable. The Hon'ble Tribunal may_As regards the ob _kindly direct the Petitioner_made in Paragraph 2 _Companies to file an affidavit_said Report is conce _to the extent that the Scheme_Petitioner Companie _enclosed to·the Company_and confrm that the _Application and Company_enclosed in the _Petition are one and same and_Scheme Application a _there is no discrepancy, or no_pany Scheme Petitio _change is made. and the same and th discrepancy or chang	servation (c) of the red, it is dition to AS-103 ), in con­ eme, the Company ee Com- uch ac­ hich are with all dian Ac­ to the ex­ servation (d) of the rned, the s submit Scheme Company nd Com­ n are one ere is no e made.

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	C.P (C.A.A)/ 68/2022
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(f)	The Petitioner _Companies,_As regards the observation
	_under provisions of section_made in Paragraph 2(e) of the
	_230(5) of the Companies Act_said Report is concerned, the
	_2013, have to serve notices to_Petitioner Companies submit
	_concerned authorities, which_that notices have been duly
	_are likely to be affected by the_served upon all the concerned
	amalgamation _or_authorities viz., the concered
	arrangement. Further, _the_Income Tax Authorities, the
	_approval of the Scheme by the_office of Regional Director
	Hon'ble Tribunal may not deter(RD), Registrar of Companies
	such authorities to deal with(ROC), the Securities & Ex­
	_any of the issues arising after_change Board of India (SEBI),
	_giving effect to the Scheme._the National Stock Exchange
	The decision of _such_of India Limited (NSE), BSE
	_authorities shall be binding on_Limited and the Oficial liqui­
	the Petitioner _Companies_dater (OL). Further, the Com-
	concered. pliance Report, proving the
	dispatch of the notices has
	been fled with this Tribunal.

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(g)

As per Definitions of the_As regards the observation _Scheme, made in Paragraph 2 (f) of this Report is concerned, the Peti- "Appointed Date"For the_tioner Companies confrm _purpose of this Scheme and for_that the Appointed Date is _Income Tax Act, 1 961, the "Ap- 01stApril 2021, as mentioned pointed Date" meanslstApril_in the Scheme, which is in _2021; compliance with Section "Effective Date"means the_232(6) of the Companies Act, _last of dates on which orders_2013 and the Scheme shall, _of the NCLT sanctioning_when approved, take effect _scheme of merger are filed_fom such Appointed Date. _with ROC, Mumbai Maharash- The Petitioner Companies un­ tra State by the Trans/ eror_dertake to comply with the re­ _Company and Transferee_quirements clarifed vide cir­ _Company. Any reference_z. cular No.7/12/2019/CL-I _this scheme to the dateof_dated 2.1.08.2019 issued by "coming into_ effect of this_the Ministr of Corporate Af­ _Scheme" or "effectiveness of_fairs (MCA). Further, the Peti­ _this scheme" or"scheme_tal- tioner Companies submit that _ing effect" shall mean effective_the Application was filed on 2 _date. September 2021 and the Ap- pointed Date fixed under the The Appointed Date zs Scheme is 1stApril 2021, It is 01.04.2021 which is, although_a well settled position of law _not an antedated from the date_that the Appointed Date fxed _of filing Petition i.e 22. 1 2.2020_under the Scheme by the Peti­ _before Hon'ble NCLT. How- tioner Companies is keeping _ever, more than two years has_in view the commercial re­ _been lapsed from the filingof_quirements of the Petitioner _Petition and Appointed Date i.e_Companies so as long as it is _1 April 2021. The ref ore, it is_not violative of any provisions

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	_recommended that Appointed_of law the Petitioner Compa­	_recommended that Appointed_of law the Petitioner Compa­	_recommended that Appointed_of law the Petitioner Compa­	_recommended that Appointed_of law the Petitioner Compa­
	Date need	_tbe changedt _nies in their commercial wis­
	current	date,	as	Peti- dom may fx any appointed
	tioner/Hon'ble		NCLT	_deems_date. The same view was held
	fit.			by the National Company Law
	There/ ore,	_Petitioner Company_Tribunal in the matter of Ac­
	_shall ensure the compliance of_celyst Solutions Private Lim­
	Ministry's	circular		_no._ited. The Copy of the same is
	F.NO._7/_12/201		9/CL-1	_dated_attached to the Rejoinder Aff-
	2.l . 08.2019.			davit and annexed asAnnex-
				ure - B.
(h)	Petitioner Companies shall un- As regards the observation
	dertake to	comply with		the di- made in Paragraph 2(g) of this
	rections of Income Tax Depart- Report is concerned, it is sub­
	ment,i any.			mitted that the Petitioner
				Companies hereby undertake
				to ensure compliance of all the
				provisions of the Income tax
				Act, 1961 and the Rules made
				thereunder, pursuant to the
				Scheme. Further, the ap­
				proval of the Scheme by this
				Tribunal may not deter the In­
				come-tax authorities to deal
				with Income-tax related is­
				sues arising, after giving effect
				to the Scheme and the Peti­
				tioner Companies submit that
				any Income-ta related issues
				arising out of the Scheme will

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				IN
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				be met and answered during
				the course of regular Income­
				tax assessment, in accord­
				ance with the provisions of the
				Income-tax Act, 1961 .
(i}	Petitioner		Companies	_shall_As regards the observation
	undertake		_to comply with the_made in Paragraph 2(h) of this
	directions		_of the concerned_Report is concerned, it is sub­
	sectoral	regulatory,		if so mitted that the Petitioner
	required.			Companies hereby undertake
				to ensure compliance of all the
				directions of the concerned
				sectoral regulators. Further,
				the approval of the Scheme by
				this Tribunal may not deter
				the sectoral regulators to deal
				with any issues arising after
				giving effect to the Scheme.
0)	_Both the Petitioner Companies_As regards the observation
	_have not filed Form BEN- 2 for_made in Paragraph 2 (i) of this
	declaring	the names		_of the_Report is concerned, the Peti­
	Significant		Beneficial	_owner_tioner Companies submit and
	(SBO), as	there are no		_SBOs,_clarify that no individual
	however		the _Petitioner_Shareholder of the Petitioner
	Companies		undertake _to_Companies, either alone or to-
	_comply with the provisions of_gether with others, fall under
	Section 90		_of the Companies_the definition of Significant
	Act, 2013		_r/w Companies_Beneficial Owner (SBO) under
	(Significant		_Beneficial Owners)_Section 90(1) of the Campa-
	Amendment, if applicable nies Act, 2013 and the Rules

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IN
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made thereunder and conse­
quently, the requirement of
filing eform BEN-2 does not
arise.
The First Petitioner Company
is the Wholly-owned Subsidi­
ary of the Second Petitioner
Company and Second Peti­
tioner Company holds 100%
shares in the First Petitioner
Company. Hence the concept
of Signifcant Benefcial
Owner (SBO) is not applicable
to the First Petitioner Com­
pany. With respect to the Sec­
ond Petitioner Company, M/s.
J. B. Advani and Company
Private Limited holds 50.01 %
shares in the Second Peti­
tioner Company and is also
the part of Promoter Group.
Further, 5 (Five) individual
promoters of the Second Peti­
tioner Company are also the
Promoters & Shareholders of
M/s. J. B. Advani and Com­
pany Private Limited, holding
20% each and not majority
stake in M/s. J. B. Advani and
Company Private Limited.
Therefre, there is no require-

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rent of the Petitioner Compa­
nies to file BEN- 2. The Share­
holding Chart / Pattern of the
Second Petitioner Company is
as fllows:
Particulars Second Peti-
tioner Company (Ador Weld­
ing Limited) J. B. Ad­
vani and Company Private
Limited (JBA)
JBA 50.0lNot Applicable
Ninotchka Malkani Nagpal
1.45% 20%
AdityaTarachandMalkani
0.91% 20%
Deep Ashda Lalvani
0.10% 20%
Ravin A. Mirchandani
0.06%20%
Aruna B. Advani2. 17%
20%

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C.P (C.A.A)/ 68/2022 IN C.A (C.A.A)/209/MB/2021

1. The Petitioner Companies shall comply with the provisions of Section 90 of the Companies Act, 2013, read with the Companies (Significant Beneficial Owners) Rules, 2018, amended from time to time, and mal(e necessary filing with the Registrar of Companies. In case of the Company, which has not complied with aforesaid provisions, liberty is given to Registrar of Companies, to take appropriate action in respect of the Petitioner Companies with respect to the issue of BEN form filing. Further, the Transferee Company shall undertake to comply with the show cause notice, if issued, with respect to Transferor Company. All issue arising thereunder shall be decided in accordance with law.

2. Ms. Rupa Sutar, Authorised representative of the Regional Director, MCA (WR), Mumbai who is present at the time of Final hearing has submitted that the clarifications, submissions and undertakings given by the Petitioner Companies are hereby accepted and that they have no objection for approving the scheme by the Tribunal.

3. The Official Liquidator has filed his report dated, 1 6 [th ] September 2022, inter alia, stating therein that the affairs of the First Petitioner Company, have been conducted in a proper manner and that the First Petitioner Company may be ordered to be dissolved, without winding­ up, by the Tribunal.

5. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.

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C.P (C.A.A)/ 68/2022 IN C.A (C.A.A)/209/MB/2021

• 1 6. The Learned Counsel for the Petitioner Companies submits that First Petitioner Company is wholly owned subsidiary of Second Petitioner Company, upon the Scheme becoming effective, all the equity shares, as held by the Second Petitioner Company in the First Petitioner Company, shall stand cancelled and extinguished. Therefore, upon coming into effect of the Scheme, in consideration of the amalgamation of the First Petitioner Company with and into Second Petitioner Company, there will be no issue and allotment of shares, as consideration by the Second Petitioner Company to the shareholders of the First Petitioner Company.

• Since all the requisite statutory compliances have been fulfilled, CP(CM)/ 68/2022 filed by the Petitioner Companies is made absolute in terms of prayer clauses of the said .Company Scheme Petition.

• The Scheme is sanctioned hereby, and the Appointed Date of the scheme is opening business hours of 1 [st ] April, 2021.

• The Petitioner Companies are directed to file a certified copy of this Order along with the copy of Scheme with the concerned Registrar of Companies, electronically in e-form INC-28 within 30 days from the date of receipt of the Order, duly certified by the designated Registrar of this Tribunal. The Scheme will become effective on filing of the copy of this order with the concerned Registrar of Companies.

• The Petitioner Companies shall lodge a copy of this Order along with the Scheme duly certified by the Deputy Director or the Assistant Registrar, National Company Law Tribunal, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, within a period of 60 working days from the date of the receipt of the certified Order from the Registry of �his Tribunal.

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C.P (C.A.A)/ 68/2022 IN C.A (C.A.A)/209/MB/2021

1. All concerned regulatory authorities to act on a copy of this Order along with Sche1ne duly certified by the Deputy Director or the Assistant Registrar, National Company Law Tribunal, Mumbai Bench.

2. Any person interested shall be at liberty to apply to this Tribunal in the above matter for any directions that may be necessary.

3. Any concerned authorities are at liberty to approach this Tribunal for any further clarification, as may be necessary.

4. Ordered accordingly. CP (CM) No. 68 of 2022 is allowed and disposed of.

Sd/-

Anuradha Sanjay Bhatia Member (Technical)

Sd/-

Kuldip Kumar Kareer Member {Judicial)

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