Borosil Limited

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January 05, 2023

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 543212

National Stock Exchange of India Limited Exchange Plaza, C-1, Block – G, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Symbol: BOROLTD

Dear Sirs,

Sub: Meetings of unsecured creditors of Klass Pack Limited and Borosil Technologies Limited, both subsidiaries of Borosil Limited, to be held as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench
Ref: Composite Scheme of Arrangement amongst Borosil Limited and Klass Pack Limited and Borosil Technologies Limited and their respective shareholders and creditors
This is to inform that pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ”) vide its Order dated November 25, 2022 (“ Tribunal Order ”), separate meetings of unsecured creditors of Klass Pack Limited (“ KPL ”) and Borosil Technologies Limited (” BTL ”), both subsidiaries of Borosil Limited, will be held through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”) on the day, date and time as given below, to consider and approve the Composite Scheme of Arrangement amongst Borosil Limited and Klass Pack Limited and Borosil Technologies Limited and their respective shareholders and creditors (” Scheme ”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”).

Subsidiary	Meeting of	Day and Date of meetings	Time of meetings
Klass Pack Limited	Unsecured Creditors	Monday, February 06, 2023	02:00 p.m. (IST)
Borosil Technologies Limited	Unsecured Creditors	Monday, February 06, 2023	03:30 p.m. (IST)

Individual notices of the respective meetings (which inter alia includes the Scheme and Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016) to be sent to the unsecured creditors of KPL and BTL are enclosed herewith as Annexure A and Annexure B, respectively. The said notices will also be made available on the website of Borosil Limited at: www.borosil.com.

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Pursuant to the directions of Tribunal, the respective notices will be sent electronically only to those unsecured creditors of KPL and BTL (as on November 30, 2022), whose email addresses are available in the records of KPL and BTL, respectively.
KPL and BTL are providing to their respective unsecured creditors the facility to exercise their right to vote by electronic means, i.e. remote e-voting and e-voting at the meeting (together referred to as “ e-voting ”). The process and manner of e-voting and attending the meeting through VC / OAVM is given in the ‘Notes’ section of the notice of respective meetings.
An Unsecured Creditor, whose name appears in the list of unsecured creditors of KPL as on the cut-off date i.e. November 30, 2022, only shall be entitled to avail the facility of e- voting and attend the meeting. Voting rights of an unsecured creditor shall be in proportion to the outstanding amount due by KPL as on the cut-off date i.e. November 30, 2022.
An Unsecured Creditor, whose name appears in the list of unsecured creditors of BTL as on the cut-off date i.e. November 30, 2022, only shall be entitled to avail the facility of e- voting and attend the meeting. Voting rights of an unsecured creditor shall be in proportion to the outstanding amount due by BTL as on the cut-off date i.e. November 30, 2022.

Please take the above intimation on record and acknowledge.

Yours faithfully,

For Borosil Limited

ANSHU ARVIND Digitally signed by ANSHU ARVIND AGARWAL AGARWAL Date: 2023.01.05 10:43:27 +05'30'

Anshu Agarwal Company Secretary & Compliance Officer FCS-9921

Encl: As above

Copy to

National Securities Depository Limited

Annexure A

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KLASS PACK LIMITED

Corporate Identity Number (CIN) : U74999MH1991PLC061851

Registered Office : 1101, 11th Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India Phone : 022-6740 6300 | Fax: 022-6740 6514 Email : [email protected]

NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF

KLASS PACK LIMITED PURSUANT TO ORDER DATED NOVEMBER 25, 2022 OF

THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

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MEETING
Day Monday
Date February 06, 2023
Time 2:00 P.M. (IST)
Mode of Meeting Through Video Conferencing ( “VC” ) / Other Audio-Visual Means ( “OAVM” )
Cut-off date for e-Voting Wednesday, November 30, 2022
Remote e-Voting start date and time Monday, January 30, 2023 at 9:00 a.m. (IST)
Remote e-Voting end date and time Sunday, February 05, 2023 at 5:00 p.m. (IST)
Sr. No. Contents Page Nos.
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Sr. No.	Contents	Page Nos.

1.	Notice of Meetingof Unsecured Creditors of Klass Pack Limited (“Notice”)	03
2.	Statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”)	08
3.	Annexure I Composite Scheme of Arrangement amongst Borosil Limited (“Demerged Company”) and Klass Pack Limited (“Company” or “Resulting Company” or “Transferee Company”) and Borosil Technologies Limited (“Transferor Company”) and their respective shareholders and creditors (“Scheme”)	21
4.	Annexure II Unaudited standalone and consolidated fnancial results (limited reviewed) of the Demerged Companyfor thequarter and halfyear ended September 30, 2022	54
5.	Annexure III Audited Condensed Financial Statements of the Company for the half year ended September 30, 2022	70
6.	Annexure IV Audited Condensed Financial Statements of the Transferor Company for the half year ended September 30, 2022	113
7.	Annexure V Report of the Board of Directors of the Demerged Company pursuant to Section 232(2)(c) of the Act	149
8.	Annexure VI Report of the Board of Directors of the Company pursuant to Section 232(2)(c) of the Act	153
9.	Annexure VII Report of the Board of Directors of the Transferor Company pursuant to Section 232(2)(c) of the Act	157

10.	Annexure VIII Share Entitlement Ratio Report dated February 07, 2022 issued by M/s. SSPA & Co., Chartered Accountants (ICAI Firm Registration No. 128851W) (Registration No. IBBI/RV-E/06/2020/126), Registered Valuer (“Share Entitlement Ratio Report”)	161
11.	Annexure IX Fairness Opinion Report dated February 07, 2022 issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker (“Fairness Opinion”)	172
12.	Annexure X Information pertaining to the Company in the format specifed for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certifcate issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker	178
13.	Annexure XI Information pertaining to the Transferor Company in the format specifed for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certifcate issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker	194
14.	Annexure XII Observation Letter dated August 01, 2022 issued byBSE Limited (“BSE”)	207
15.	Annexure XIII Observation Letter dated August 01, 2022 issued by National Stock Exchange of India Limited (“NSE”)	210
16.	Annexure XIV Complaint report submitted bythe Demerged Companyto BSE	214
17.	Annexure XV Complaint report submitted bythe Demerged Companyto NSE	216
18.	Annexure XVI Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Demerged Company, its promoters and directors	218

FORM NO. CAA. 2

[Pursuant to Section 230 (3) and Rule 6 and 7]

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

CA (CAA) No. 259/MB/2022

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST BOROSIL LIMITED AND KLASS PACK LIMITED AND BOROSIL TECHNOLOGIES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

KLASS PACK LIMITED, a company incorporated under ) the provisions of Companies Act, 1956 having Corporate ) Identity Number: U74999MH1991PLC061851 and ) registered office at 1101, 11[th] Floor, Crescenzo, G-Block, ) Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, ) Bandra (East), Mumbai – 400 051, Maharashtra, India ) … Company / Resulting Company / Transferee Company

NOTICE CONVENING MEETING OF UNSECURED CREDITORS

To, The Unsecured Creditors of Klass Pack Limited

NOTICE is hereby given that, in accordance with the Order dated November 25, 2022, in the above mentioned Company Application, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ”) (“ Tribunal Order ”), a Meeting of the unsecured creditors of the Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement amongst Borosil Limited (“ Demerged Company ”) and Klass Pack Limited (“ Company ” or “ Resulting Company ” or “ Transferee Company ”) and Borosil Technologies Limited (“ Transferor Company ”) and their respective shareholders and creditors (“ Scheme ”) on Monday, February 06, 2023 at 2:00 p.m. (IST).
Pursuant to the said Tribunal Order and as directed therein, the Meeting of the unsecured creditors of the Company (“ Meeting ”) will be held through Video Conferencing (“ VC ”)/ Other Audio Visual Means (“ OAVM ”), in compliance with the applicable provisions of the Companies Act, 2013 (“ Act ”) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act, as amended:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Mumbai Bench ( “Tribunal” ) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Composite Scheme of Arrangement amongst Borosil Limited and Klass Pack Limited and Borosil Technologies Limited and their respective shareholders and creditors (“ Scheme ”), be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE that the unsecured creditors shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) by remote electronic voting during the period as stated below (“ remote e-Voting ”); or (b) through e-voting system available at the Meeting to be held virtually (“ e-Voting at the Meeting ”):

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of voting	Monday, January30, 2023 at 9:00 a.m. (IST)
End of voting	Sunday, February05, 2023 at 5:00p.m. (IST)

An unsecured creditor, whose name appears in the list of unsecured creditors of the Company as on the cut-off date, i.e. November 30, 2022 , only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company. Voting rights of an unsecured creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.
A copy of the said Scheme, statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules along with all annexures to such statement are appended. A copy of this Notice and the accompanying documents are also placed on the website of the Demerged Company and can be accessed at www.borosil.com; the website of National Securities Depository Limited viz. (“ NSDL ”) viz. www.evoting. nsdl.com, being the agency appointed by the Company to provide the e-voting and other facilities for convening of the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“ BSE ”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“ NSE ”) viz. www.nseindia.com.
The Tribunal has appointed Mr. Raj Kumar Jain, Independent Director of the Company failing whom, Mr. Kewal Handa, Independent Director of the Demerged Company, to be the Chairperson for the Meeting and Mr. Nilesh Shah, Practicing Company Secretary (Membership No.: FCS-4554 – C.P. 2631) and failing him, Mr. Mahesh Darji, Practicing Company Secretary (Membership No. FCS-7175 C.P. 7809) and failing him, Ms. Hetal Shah, Practicing Company Secretary (Membership No. FCS- 8063 C.P. 8964) of M/s. Nilesh Shah & Associates, Company Secretaries, to be the Scrutinizer for the Meeting.
The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Sd/Raj Kumar Jain Chairperson appointed by the Tribunal for the Meeting

Mumbai, Wednesday, January 4, 2023

Registered Office:

1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India

CIN: U74999MH1991PLC061851 E-mail: [email protected] Tel.: 022-6740 6300 Fax: 022-6740 6514

Notes

Pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ”) vide its order dated November 25, 2022 (“ Tribunal Order ”), the Meeting of the unsecured creditors of the Company is being conducted through video conferencing (“ VC ”) / other audio visual means (“ OAVM ”) facility to transact the business set out in the Notice convening this Meeting. The deemed venue for the Meeting shall be the Registered Office of the Company situated at 1101, 11th Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.
The Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“ Act ”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto.
Pursuant to the directions of the Tribunal given under the Tribunal Order, the Company is providing to the unsecured creditors the facility to exercise their right to vote at the Meeting by electronic means, i.e. remote e-voting and e-voting at the Meeting, (hereinafter referred to as “ e-voting ”). An unsecured creditor, whose name appears in the

list of unsecured creditors of the Company as on the cut-off date, i.e. November 30, 2022 , only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company.

Quorum for the Meeting is 5 (five) unsecured creditors attending the Meeting. Unsecured creditors attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum.
Since this Meeting is being held through VC / OAVM, physical attendance of unsecured creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the unsecured creditors will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto. Body Corporates are permitted to appoint authorised representative(s) to attend the Meeting through VC / OAVM and cast their votes by electronic means. The voting by the said authorized representative(s) is permitted, provided that the authorisation, duly signed, is lodged with the Company, in physical at its registered office or by electronic mode, at least 48 (FortyEight) hours before the Meeting.
The Notice of the Meeting and the accompanying documents are being sent only through electronic mail to those unsecured creditors (as on November 30, 2022) whose email addresses are available with the Company.
The unsecured creditors may note that the aforesaid documents are also available on the website of the Demerged Company at: www.borosil.com and on the website of National Securities Depository Limited (“NSDL”) at www.evoting. nsdl.com, being the agency appointed by the Company to provide VC / OAVM and e-voting facility for the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“BSE”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“NSE”) viz. www.nseindia.com.
Mr. Nilesh Shah, Practicing Company Secretary (Membership No.: FCS - 4554 – C.P. 2631) and failing him, Mr. Mahesh Darji, Practicing Company Secretary (Membership No. FCS - 7175 C.P. 7809) and failing him, Ms. Hetal Shah, Practicing Company Secretary (Membership No. FCS - 8063 C.P. 8964) of M/s. Nilesh Shah & Associates, Practising Company Secretaries shall act as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting. The result of e-voting will be declared within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Demerged Company: www. borosil.com and on the website of NSDL at www.evoting.nsdl.com. The result will simultaneously be communicated to the Stock Exchanges. The result will also be displayed at the registered office of the Company.
Subject to receipt of requisite majority of votes in favour, i.e., majority in number representing three fourth in value (as per Sections 230 and 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting.
Documents for inspection as referred to in the Notice will be available electronically for inspection (without any fee) by the unsecured creditors from the date of circulation of this Notice up to the date of Meeting. Unsecured creditors seeking to inspect such documents can access the same on the website of the Demerged Company at: www.borosil. com.
Unsecured Creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through electronic means.

Remote E-voting; Meeting through VC / OAVM; E-voting at the Meeting

The facility of attending Meeting through VC / OAVM is being provided by NSDL. The facility of casting votes by an unsecured creditor using electronic means, i.e. (i) remote e-voting and (ii) e-voting during the Meeting, (hereinafter referred to as “ e-voting ”) is also being provided by NSDL. The procedure for attending the Meeting through VC / OAVM and for e-voting is given in the Notes below.
An unsecured creditor, whose name appears in the list of unsecured creditors of the Company as on the cutoff date, i.e. November 30, 2022, only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company.
Voting rights of an unsecured creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.
The remote e-voting period will commence at 09:00 a.m. (IST) on Monday, January 30, 2023 and end at 05:00 p.m. (IST) on Sunday, February 05, 2023 . The e-voting module shall be disabled by NSDL for remote e-voting thereafter.

During the remote e-voting period, unsecured creditors of the Company as on the cut-off date may cast their vote electronically.

Unsecured creditors attending the Meeting who have not already cast their vote by remote e-voting shall be able to exercise their vote at the Meeting. The unsecured creditors who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.
Only those unsecured creditors, who are present in the Meeting through VC/OAVM and have not cast their vote through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available at the Meeting.
If any votes are cast by the unsecured creditors through the e-voting available at the Meeting and if the same unsecured creditors have not participated in the Meeting through VC / OAVM, then the votes cast by such unsecured creditors shall be considered invalid as the facility of e-voting at the Meeting is available only to the unsecured creditors attending the Meeting.
Once the vote on a resolution is cast by an unsecured creditor, the unsecured creditor shall not be allowed to change it subsequently.
Body Corporates (i.e. other than individuals, HUF, etc.) are requested to send a certified true copy of the Board Resolution / Power of Attorney / Authority letter, etc. (PDF/ JPG Format) to Scrutinizer at [email protected] and / or Company at [email protected] with a copy marked to [email protected]. Alternatively, they can also upload the Board Resolution / Power of Attorney / Authority Letter, etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login. Alternatively, they can also send a physical copy of the Board Resolution / Power of Attorney / Authority Letter, etc. at the registered office of the Company.
Unsecured creditors who would like to express their views / ask questions during the Meeting may register themselves as speaker by sending their request on or before January 26, 2023, mentioning their name, address, Permanent Account Number (PAN), mobile number and email address at [email protected]. The unsecured creditors who do not wish to speak during the Meeting but have queries, may send their queries on or before January 26, 2023 mentioning their name, address, Permanent Account Number (PAN), mobile number and email address at kpl.secretarial@borosil. com. These queries will be addressed by the Company suitably. The Company reserves the right to restrict number of questions and number of speakers, as appropriate for smooth conduct of Meeting. Unsecured creditors are requested to restrict their questions only to matters pertaining to the business set out in the Notice convening this Meeting.
Those unsecured creditors who have registered themselves as speaker will only be allowed to express their views / ask questions during the Meeting.

Procedure for remote e-voting

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

Step 1 : Access to the NSDL e-voting system

Step 2 : Cast your vote electronically on NSDL e-voting system.

- Step 1: Access to NSDL e voting system

Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a personal computer or on a mobile.
Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member / Creditor section.
A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
i. The User ID and Password for joining the Meeting through VC / OAVM and casting votes through e-voting are given in the e-mail communication.
ii. The User ID and Password are sent to all the unsecured creditors whose email addresses are available with the Company.
iii. Those unsecured creditors whose e-mail addresses are not available with the Company and as a result have not received the e-mail communication, may obtain the User ID and Password by writing to NSDL as given below.
iv. An unsecured creditor who cannot retrieve or has not received the User ID and Password, may obtain the same by sending a request at [email protected]. Such unsecured creditor is requested to provide his /

her / its name, address, PAN, mobile number and email address along with the request. The subject line of the request should clearly mention: “Klass Pack Limited– Unsecured Creditors Meeting – EVEN no. 123081)

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, home page of e-voting will open.

- Step 2: Cast your vote electronically on NSDL e voting system

After successful login at Step 1, you will be able to see the EVEN no. of the Company.
Click on “EVEN” of the Company (i.e. 123081) to cast your vote.
Now you are ready for e-voting as the voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
Body corporates ((i.e. other than individuals, HUF, etc) can upload the Board Resolution / Power of Attorney / Authority Letter, etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-voting” tab in their login.

Procedure for e-voting at the Meeting

The procedure for e-voting at the Meeting is same as the procedure outlined above for remote e-voting.

Procedure for attending the Meeting through VC / OAVM

Unsecured creditors can attend the Meeting through VC / OAVM after following the steps for ‘ Access to NSDL e-voting system ’ as outlined above in the procedure for remote e-voting.
After successful login, unsecured creditors will be able to see the VC / OAVM link placed under ‘ Join meeting ’ menu against the Company’s name. Unsecured creditors are requested to click on the VC / OAVM link placed under ‘ Join meeting ’ menu.
Facility to join the Meeting through VC/OAVM, will open 30 minutes before the scheduled time of the commencement of the Meeting.
Unsecured creditors are encouraged to join the Meeting through Laptops for better experience.
Unsecured creditors will be required to allow the camera and use internet with good speed to avoid any disturbance during the Meeting.
Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

General Guidelines

It is strongly recommended not to share User ID and Password with any other person and take utmost care to keep them confidential.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) available at www.evoting.nsdl. com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Anubhav Saxena at [email protected]
All grievances connected with the NSDL e-voting system may be addressed to Mr. Anubhav Saxena, Asst. Manager, National Securities Depository Limited, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 or send an email to [email protected] or call on the toll free no. 1800 1020 990 / 1800 22 44 30.

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

CA (CAA) No. 259/MB/2022

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST BOROSIL LIMITED AND KLASS PACK LIMITED AND BOROSIL TECHNOLOGIES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

STATEMENT UNDER SECTIONS 230 TO 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) TO THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF KLASS PACK LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (“TRIBUNAL”) DATED NOVEMBER 25, 2022 (“TRIBUNAL ORDER”)

I. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the Meeting of unsecured creditors of Klass Pack Limited (“ Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement amongst Borosil Limited (“ Demerged Company ”) and Klass Pack Limited (“ Company ” or “ Resulting Company ” or “ Transferee Company ”) and Borosil Technologies Limited (“ Transferor Company ”) and their respective shareholders and creditors (“ Scheme ”). The Scheme provides for: (i) reduction and reorganisation of share capital of the Resulting Company; (ii) the demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) from the Demerged Company into the Resulting Company on a going concern basis; and (iii) the amalgamation of the Transferor Company with the Transferee Company. The Scheme also provides for various other matters consequent and incidental thereto.

The salient features of the Scheme are given in Paragraph V of this Statement. The detailed terms of the arrangement may be referred in the Scheme, appended as ‘ Annexure I’.

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

II. DATE, TIME AND MODE OF MEETING

Pursuant to an order dated November 25, 2022, passed by the Hon’ble Tribunal in Company Application viz . CA (CAA) No. 259/MB/2022, the Meeting of the unsecured creditors of the Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through Video Conferencing (“ VC ”)/ Other Audio Visual Means (“ OAVM ”) on Monday, February 06, 2023 at 2:00 p.m. (IST) . The Company is providing the facility to vote at the Meeting by electronic means, i.e. remote e-voting and e-voting at the Meeting.

III. RATIONALE AND BENEFITS OF THE SCHEME

The circumstances which justify and/or have necessitated the said Scheme and the benefits of the same are, inter alia , as follows:

1. Given its diversified business, it has become imperative for the Demerged Company to reorient and reorganize itself in a manner that allows imparting greater focus on each of its businesses. With this repositioning, the Demerged Company is desirous of enhancing its operational efficiency while it continues with its consumer products business.

2. The proposed demerger pursuant to this Scheme is expected, inter alia, to result in following benefits:

(i) value unlocking of scientific and industrial products business with ability to achieve valuation based on respective-risk return profile and cash flows;
(ii) attracting business specific investors and potential strategic partners and providing better flexibility in accessing capital, focused strategy and specialisation for sustained growth and thereby enable de-leveraging of the respective businesses in the longer-term;

(iii) segregation and unbundling of the scientific and industrial products business of the Demerged Company into the Resulting Company, will enable enhanced focus on the Demerged Company and the Resulting Company for exploring opportunities in their respective business domains; and
(iv) focused management approach for pursuing the growth in the respective business’ verticals and de-risk the businesses from each other.

3. As part of the restructuring exercise, it is proposed to consolidate the resources of the Transferor Company with the Transferee Company. The said amalgamation will result in the following benefits:

(i) Streamline the corporate structure and consolidation of resources within the Transferee Company leading to greater synergies and operational synergy;
(ii) Opportunities for employees of the Transferor Company to grow in a wider field of business;
(iii) Optimal utilisation of resources and better management and administration; and
(iv) Reduction of administrative responsibilities, multiplicity of records and legal and regulatory compliances.

4. In order to achieve an optimum equity share capital base which will commensurate with business activities of the Resulting Company subsequent to the demerger and merger as stated above, it is proposed to reduce the face value of the equity shares and reorganise the equity share capital of the Resulting Company prior to the said demerger and merger.

5. The proposed restructuring is in the interest of the shareholders, creditors, employees, and other stakeholders of the Parties.”

IV. BACKGROUND OF THE COMPANIES:

A. Particulars of the Demerged Company (Borosil Limited)
(i) Borosil Limited is a public company incorporated under the provisions of the Companies Act, 1956. The registered office of the Demerged Company is situated at 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India. The Demerged Company is accordingly registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) L36100MH2010PLC292722. Its Permanent Account Number with the Income Tax Department is AACCH5367G. The email address of the Demerged Company is investor.relations@borosil. com and the website is www.borosil.com. The Demerged Company was incorporated on November 25, 2010, under the provisions of the Companies Act, 1956 under the name ‘Hopewell Tableware Private Limited’ pursuant to certificate of incorporation issued by the Registrar of Companies, Jaipur. This name ‘Hopewell Tableware Private Limited’ was changed to ‘Hopewell Tableware Limited’ pursuant to conversion of the Demerged Company from private limited to public limited on July 19, 2018. A certificate of incorporation consequent upon conversion from private company to public company was issued by the Registrar of Companies, Mumbai. The name of the Demerged Company ‘Hopewell Tableware Limited’ was subsequently changed to ‘Borosil Limited’ on November 20, 2018. A certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai. Originally the registered office of the Demerged Company was situated at A-17, Manish Marg, Gandhi Path, Nemi Nagar, Jaipur, Rajasthan – 302 021 and thereafter it was shifted to D-10/50, Opposite Chitrakoot Stadium, Chitrakoot, Vaishali Nagar, Jaipur, Rajasthan – 302 021 on March 4, 2013 and thereafter it was shifted to Village Balekhan, PS Anatpura, Near Govindgarh, NH 52, Sikar Road, Chomu, Jaipur, Rajasthan – 303 807 with effect from July 1, 2016 and the same was again shifted to 1101, Crescenzo, G-Block, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 with effect from February 16, 2017. The equity shares of the Demerged Company are listed on the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (“ Stock Exchanges ”).
(ii) The main object clause of the Demerged Company was substituted pursuant to the Composite Scheme of Amalgamation and Arrangement amongst Vyline Glass Works Limited and Fennel Investment and Finance Private Limited and Gujarat Borosil Limited and Borosil Glass Works Limited and Borosil Limited, approved by shareholders of the Demerged Company at their meeting held on May 15, 2019 and sanctioned by the Hon’ble National Company Law Tribunal, Mumbai Bench vide its Order dated January 15, 2020. The amendment to main object clause of the Demerged Company was registered by the Registrar of Companies, Mumbai vide its certificate dated February 25, 2020. The main objects of the Demerged Company have been reproduced below:
- 1) To do business as manufacturers and importers of, and wholesale dealers in, and retailers or dealers of, scientific and laboratory glasswares, pharmaceutical glassware, industrial glassware, pressed glassware, Oven glasswares, HPLC vials, Liquid Handling Systems, Bench Top Equipment of all varieties and description, and any material or product which can or may be used as a substitute for glass and of all varieties and descriptions of products, materials, instruments, apparatuses made from borosilicate glasses and / or other varieties of glass or any material and product which can or may be used as a substitute for glass, and all products of which glass forms a part.

2) To carry on in India or elsewhere the business to manufacture, buy, sell, repair, alter, improve, exchange, let out on hire, import, export and deal in all microwavable and flameproof kitchenware, glass tumblers, storage, tableware and kitchen appliances, earthenware, terracotta, bottles, flasks, utensils, other appliances, non-stick cookware with teflon coating , hard anodized and die cast, pressure cookers both aluminium and stainless steel, and stainless steel pots and pans, articles and things capable of being used in household, opal glass tableware, stainless steel server, ceramic tableware, brass & wooden accessories, ceramic refractory, sanitary wares, garden wares, kitchen wares, crockeries, potteries, insulators, terracotta, porcelainware, bathroom, accessories, pipes, wall tiles, floor tiles, roofing tiles, porcelain tiles.
(iii) Except as stated above, during the last five years, there has been no change in the main object clause of the Demerged Company.
(iv) The Demerged Company is engaged in the business of manufacturing and trading of scientific and industrial products and consumer products.
(v) The share capital of the Demerged Company as on December 31, 2022 was as follows:

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Particulars Amount in INR
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Particulars	Amount in INR

Authorised Share Capital
27,00,00,000 equityshares of INR 1 each	27,00,00,000
2,80,00,000preference shares of INR 10 each	28,00,00,000
Total	55,00,00,000
Issued, Subscribed and Paid-up Share Capital
11,43,79,297 Equityshares of INR 1 each, fully paid up	11,43,79,297
Total	11,43,79,297

(vi) The latest annual financial statements of the Demerged Company have been audited for the financial year ended on March 31, 2022. The unaudited standalone and consolidated financial results (limited reviewed) of the Demerged Company for the quarter and half year ended September 30, 2022 are appended as ‘ Annexure II’ .
(vii) The details of Promoters and Directors of the Demerged Company as on December 31, 2022 along with their addresses are mentioned herein below:

Promoter /promotergroup details	Promoter /promotergroup details	Promoter /promotergroup details
Name	Category	Address
Mr. P. K. Kheruka	Promoter	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mr. Shreevar Kheruka	Promoter	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mrs. Kiran Kheruka	Promoter Group	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mrs. Rekha Kheruka	Promoter Group	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Croton Trading Private Limited	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001
Gujarat Fusion Glass LLP	Promoter Group	1101, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400051
Sonargaon Properties LLP	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001
Borosil Holdings LLP	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001
Spartan Trade Holdings LLP	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001
Associated Fabricators LLP	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001

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Details of Directors
Name Category / Address
Designation
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Details of Directors	Details of Directors	Details of Directors
Name	Category / Designation	Address

Mr. P. K. Kheruka	Chairman	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mr. Shreevar Kheruka	Managing Director & CEO	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mr. Rajesh Kumar Chaudhary	Whole-time Director	C/1001, Ekta Meadows, BHD Siddharth Nagar, Borivali (East), Mumbai - 400066
Mr. Naveen Kumar Kshatriya	Independent Director	1101, B-Wing, 11th Floor, Lodha Bellissimo, Apollo Mills Compound, N.M. Joshi Road, Mahalaxmi, Mumbai - 400 011
Mrs. Anupa Sahney	Independent Director	6, Manavi Apartment, 36, Ridge Road, Malabar Hill, Mumbai - 400 006
Mr. Kewal Handa	Independent Director	Flat no. 901, Nair House, 9th foor, 14th B. Road, Behind Mahavir Hospital, Khar (West), Mumbai - 400 052
Mr. Kanwar Bir Singh Anand	Independent Director	3601, 36th Floor, Island City Center One, G.D. Ambekar Marg, Dadar East, Mumbai - 400014

B. Particulars of the Resulting Company/ Transferee Company/ Company (Klass Pack Limited)
(i) Klass Pack Limited is a public company incorporated under the provisions of the Companies Act, 1956. The registered office of the Company is situated at 1101, 11th Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India. The Company is accordingly registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) U74999MH1991PLC061851. Its Permanent Account Number with the Income Tax Department is AAACK1797R. The email address of the Company is [email protected]. The Company was incorporated on May 29, 1991 under the provisions of the Companies Act, 1956 under the name of ‘Klass Pack Private Limited’. A certificate of incorporation was issued by the Registrar of Companies, Mumbai. The name of ‘Klass Pack Private Limited’ was changed to ‘Klass Pack Limited’ upon conversion of the company from private limited to public limited on June 19, 2018. A certificate of incorporation upon conversion from private company to public company was issued by the Registrar of Companies, Mumbai. The registered office of the Company was shifted from H- 27, MIDC Area Ambad, Nasik, Maharashtra- 422 010 to 1101, 11th Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra with effect from February 07, 2022. The equity shares of the Company are not listed on any Stock Exchanges.
(ii) The main objects of the Company was substituted pursuant to the Special Resolution passed by the shareholders of the Company at their Extraordinary General Meeting held on February 07, 2022. The said amendment to main objects clause was registered by the Registrar of Companies, Mumbai vide its certificate dated March 09, 2022. The main objects of the Company have been reproduced below :
1. To do business as manufacturers and importers of, and wholesale dealers in, and retailers or dealers of, scientific and laboratory glasswares, pharmaceutical glassware, industrial glassware, pressed glassware, Oven glasswares, HPLC vials, Liquid Handling Systems, Bench Top Equipment, pre-filled syringes, weighing balance, filter paper, plasticware, molded glassware of all varieties and description, and any material or product which can or may be used as a substitute for glass and of all varieties and descriptions of products, materials, instruments, laboratory Instruments, apparatuses, laboratory furniture, equipment solar collectors and other products made from borosilicate glasses and / or other varieties of glass used in laboratories, industries, households, educational, research and healthcare institutes or any material and product which can or may be used as a substitute for glass, and all products of which glass forms a part.
2. To carry on the business of manufacturing, processing, pressing, moulding, melting, assembling, coating, printing, filling, exporting, importing, buying, selling, dealing as agents, distributors, dealers of pharmaceutical primary tubular glass packaging ampoules and vials, injection vial seals, seals, droppers, laboratory testing tubes, closures, cans, containers, packaging materials, pilfer proof caps, screw caps, twist caps, crown caps, caps, plastic moulded items, rubber stoppers, rubber moulded items, glass tubes, glass bottles, glass items, and every kind of sealing, closing, capping, packaging made of any material such as glass, aluminium sheets, foils, tin coated sheets, metals, plastics, rubber, PVC sheets, synthetic materials, chemicals, cork sheets, paper, board, gum, fiber, films, closures whether made from plastic or Teflon or rubber or PTFE or any other material, wood and filling & packaging of pharmaceutical products.

(iii) Except as stated above, during the last five years, there has been no change in the main object clause of the Resulting Company.
(iv) The Company is engaged in the manufacture and supply of pharmaceutical vials and ampoules to the pharmaceutical industry for over 15 years and has its manufacturing facilities at Nashik, Maharashtra.
(v) The share capital of the Company as on December 31, 2022 was as follows:

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Particulars Amount in INR
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Particulars	Amount in INR

Authorised Share Capital
20,00,000 equityshares of INR 100 each	20,00,00,000
Total	20,00,00,000
Issued, Subscribed and Paid-up Share Capital
16,32,949 equityshares of INR 100 each, fully paid up	16,32,94,900
Total	16,32,94,900

(vi) The latest annual financial statements of the Company have been audited for the financial year ended on March 31, 2022. The Audited Condensed Financial Statements of the Company for the half year ended September 30, 2022 is appended as ‘ Annexure III ’.
(vii) The details of Promoters and Directors of the Company as on December 31, 2022 along with their addresses are mentioned herein below:

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Promoter details
Name Category Address
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Borosil Limited		Promoter	1101, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club,
			Bandra Kurla Complex, Bandra (East), Mumbai – 400051
Mr. Prashant Amin		Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road,
			Gangapur Road, Nashik – 422013
Mr. Gangadhar	Amin	Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road,
			Gangapur Road, Nashik – 422013
Mrs. Pramila Amin		Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road,
			Gangapur Road, Nashik – 422013
Mrs. Shweta Amin		Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road,
			Gangapur Road, Nashik – 422013
Mr. Pravesh Amin		Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road,
			Gangapur Road, Nashik – 422013
Shiv Ganga	Caterers	Promoter	Hotel Shivsagar, Shree Mangal Aprt, Nr. Grand Ashwin
Private Limited			Hotel, Agra road, Ashwin Nagar, Nashik – 422009

	Details of Directors
Name	Category / Designation Address
Mr. Shreevar Kheruka	Chairman 410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai
	– 400018
Mr. P. K. Kheruka	Director 410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai
	– 400018
Mr. Vinayak Patankar	Director C-1/403, Vedant Complex, Pokharan Road No. 1,
	Vartaknagar, Jakegram, Thane – 400606
Mr. Prashant Amin	Managing Durgaprasad Bunglow No. 6, Pumping Station Road,
	Director Gangapur Road, Nashik – 422013
Mrs. Shweta Amin	Whole Time Durgaprasad Bunglow No. 6, Pumping Station Road,
	Director Gangapur Road, Nashik – 422013
Mr. Raj Kumar Jain	Independent Abrol Vastu Park, Flat No. 1601, A-Wing, Of. Linking Road,
	Director Uma Nagar, Malad (West), Mumbai – 400 064
Mr. Rahul Dev	Independent F/702, Alder Wing B, Forest Castle, 81/1 Mundhawa Road,
	Director Opp. Marriott Suites Mundhawa, Pune – 411 036

C. Particulars of the Transferor Company (Borosil Technologies Limited)
(i) Borosil Technologies Limited is a public company incorporated under the provisions of the Companies Act, 1956. The registered office of the Transferor Company is situated at 1101, 11th Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India. The Transferor Company is accordingly registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) U36999MH2009PLC197226. Its Permanent Account Number with the Income Tax Department is AADCB9364L. The email address of the Transferor Company is [email protected]. The Transferor Company was incorporated on November 23, 2009, under the provisions of the Companies Act, 1956 under the name ‘Borosil Glass Limited’. A certificate of incorporation was issued by the Registrar of Companies, Mumbai. This name ‘Borosil Glass Limited’ was subsequently changed to ‘Borosil Technologies Limited’ on March 15, 2018. A certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai. The registered office of the Transferor Company was shifted from Khanna Construction House 44, Dr. R.G. Thadani Marg, Worli, Mumbai - 400018, Maharashtra to 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra with effect from April 30, 2018. The equity shares of the Transferor Company are not listed on any Stock Exchanges.
(ii) During the last five years, there has been no change in the object clause of the Transferor Company. The main objects of the Transferor Company are reproduced below:

To carry on business of manufacturers, producers, exporters, importers, traders, distributors, buyers, sellers, agents, merchants, retailers and dealers of all types of glass and glassware, apparatus, equipment, instruments, solar collectors, ware and other products used in the laboratories, industries, households, educational, research and healthcare institutes.

(iii) The Transferor Company is engaged in the business of manufacturing of scientific instruments.
(iv) The share capital of the Transferor Company as on December 31, 2022 was as follows:

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Particulars Amount in INR
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Particulars	Amount in INR

Authorised Share Capital
1,00,00,000 equityshares of INR 10 each	10,00,00,000
Total	10,00,00,000
Issued, subscribed andpaid up capital
95,84,043 equityshares of INR 10 each, fully paid up	9,58,40,430
Total	9,58,40,430

(v) The latest annual financial statements of the Transferor Company have been audited for the financial year ended on March 31, 2022. The Audited Condensed Financial Statements of the Transferor Company for the half year ended September 30, 2022 is appended as ‘ Annexure IV ’.
(vi) The details of Promoters and Directors of the Transferor Company as on December 31, 2022 along with their addresses are mentioned herein below:

Promoter details	Promoter details	Promoter details
Name	Category	Address
Borosil Limited	Promoter	1101, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400051

Details of Directors
Name	Category / Designation	Address
Mr. Sreejith Kumar Palekudy Sukumaran	Whole Time Director	Palekudy House, Ambalanada Chengal, Kaladi .PO, Ernakulam, Kalady, Kalady, Ernakulam, Aluva, Kerala, 683574
Mr. Rajesh Kumar Chaudhary	Director	C/1001, Ekta Meadows, BHD Siddharth Nagar, Borivali (East), Mumbai - 400066
Mr. Vinayak Patankar	Director	C-1/403, Vedant Complex, Pokharan Road No. 1, Vartaknagar, Jakegram, Thane – 400606

V. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause B(1) of the Scheme:

A. The Scheme provides for
(i) reduction and reorganisation of share capital of the Company;
(ii) the demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) from the Demerged Company into the Company on a going concern basis, the consequent issue of shares by the Company and reduction and cancellation of the existing paid-up share capital of the Company held by the Demerged Company; and
(iii) the amalgamation of the Transferor Company with the Company.
B. The ‘Appointed Date’ of the Scheme shall be April 1, 2022 or such other date as may be agreed by the Board of the Parties and ‘Effective Date’ is the date on which last of the conditions specified in Clause 28 (Conditions Precedent) of the Scheme are complied with or waived, as applicable; and
C. The Scheme, as may be approved or imposed or directed by the Tribunal shall become effective from the Appointed Date but shall be operative from the Effective Date.

D. Consideration/ share entitlement ratio for demerger, transfer and vesting of the Demerged Undertaking (as defned in the Scheme) from the Demerged Company into the Company:

The Company shall, issue and allot, on a proportionate basis to the shareholders of the Demerged Company whose name is recorded in the register of members and records of the depository as members of the Demerged Company as on the Record Date, as under:

“3 (Three) fully paid up equity share of INR 1/- each of the Resulting Company (post proposed re-organisation of share capital) credited as fully paid up, for every 4 (Four) fully paid up equity share of INR 1/- each of the Demerged Company”.

E. Consideration/ share entitlement ratio for amalgamation of the Transferor Company with the Company:

Upon the demerger, transfer and vesting of the Demerged Undertaking ( as defined in the Scheme ) from the Demerged Company into the Company, the Transferor Company will become a wholly owned subsidiary of the Company and the entire paid-up share capital of the Transferor Company will be held by the Company. Accordingly, upon amalgamation of the Transferor Company with the Company, there shall be no issue of shares as consideration for the said amalgamation and all equity shares of the Transferor Company held by the Company along with its nominees, shall stand cancelled.

F. Listing of Equity Shares of the Company pursuant to the Scheme

Upon the Scheme becoming effective, pursuant to the Scheme and subject to the applicable laws and receipt of requisite approvals, the equity shares of the Company will be listed on BSE Limited and the National Stock Exchange of India Limited.

G. Dissolution of the Transferor Company pursuant to the Scheme

Upon amalgamation of the Transferor Company with the Company, the Transferor Company shall stand dissolved without winding up. On and from the Effective Date ( as defined in the Scheme ), the name of the Transferor Company shall be struck off from the records of the concerned Registrar of Companies.

Note: The above details are the salient features of the Scheme. The unsecured creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

VI. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Demerged Company holds 82.49% of the issued, subscribed and paid up equity share capital of the Company. The Transferor Company is a wholly owned subsidiary of the Demerged Company.

VII. BOARD APPROVALS

A. The Board of Directors of the Demerged Company at its Board Meeting held on February 07, 2022, by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did notparticipate or vote

Mr. P. K. Kheruka	In favour
Mr. Shreevar Kheruka	In favour
Mr. Rajesh Kumar Chaudhary	In favour
Mrs. Anupa Sahney	In favour
Mr. Kanwar Bir Singh Anand	In favour
Mr. Kewal Handa	In favour
Mr. Naveen Kumar Kshatriya	In favour

B. The Board of Directors of the Company at its Board Meeting held on February 07, 2022 by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did notparticipate or vote

Mr. P. K. Kheruka	In favour
Mr. Shreevar Kheruka	In favour
Mr. Vinayak Patankar	In favour
Mr. Prashant Amin	In favour
Mrs. Shweta Amin	In favour
Mr. Raj Kumar Jain	In favour

Leave of absence was granted to Mr. Rahul Dev for the above Board Meeting.
C. The Board of Directors of the Transferor Company at its Board Meeting held on February 07, 2022 by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did notparticipate or vote

Mr. Sreejith Kumar PalekudySukumaran	In favour
Mr. Rajesh Kumar Chaudhary	In favour
Mr. Vinayak Patankar	In favour

VIII. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

A. None of the Directors, KMPs of the Demerged Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their shareholding in the Demerged Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Demerged Company has not issued any debentures and hence, does not have Debenture Trustee.
B. None of the Directors, KMPs of the Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their shareholding in the Demerged Company and / or Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Company has not issued any debentures and hence, does not have Debenture Trustee.
C. None of the Directors, KMPs of the Transferor Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their shareholding in the Demerged Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Transferor Company has not issued any debentures and hence, does not have Debenture Trustee.

IX. EFFECT OF SCHEME ON STAKEHOLDERS.

The effect of the Scheme on various stakeholders is summarised below:

A. Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders

The effect of the Scheme on the shareholders, key managerial personnel, promoter and non-promoter shareholders of the Demerged Company, the Company and the Transferor Company are appended in the attached reports i.e. ‘ Annexure V, Annexure VI and Annexure VII’ , respectively, adopted by the respective Board of Directors of the Demerged Company, the Company and the Transferor Company, respectively, at their meeting held on February 07, 2022, pursuant to the provisions of Section 232(2)(c) of the Act.

B. Directors

(i) No change in the Board of Directors of the Demerged Company and the Company is envisaged pursuant to the Scheme. Pursuant to the Scheme, the Transferor Company will be dissolved without winding up. Therefore, the office of the existing non-executive directors will cease on dissolution of the Transferor Company and the existing executive director of the Transferor Company will become employee of the Company.
(ii) It is clarified that the composition of the Board of Directors of the companies may change by appointments, retirements or resignations or to ensure compliance of the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of such companies but the Scheme itself does not affect the office of Directors of such companies.
C. Employees

Pursuant to the Scheme, the Company will engage, without any interruption in service, all employees engaged in or in relation to the Demerged Undertaking of the Demerged Company, on the terms and conditions not less favourable than those on which they are engaged by the Demerged Company. Apart from the above, employees engaged in the Demerged Company and the Company will continue to be employees of the Demerged Company and the Company, respectively, on the same terms and conditions, as before. Further, all employees of the Transferor Company shall become employees of the Company, without any interruption in service, on terms and conditions no less favourable than those on which they are engaged by the Transferor Company.

D. Creditors

Pursuant to the Scheme, creditors of the Demerged Company forming part of the Demerged Undertaking will become creditors of the Company. The Company undertakes to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. Apart from the above, the creditors of the Demerged Company and the Company will continue to be creditors of the Demerged Company and the Company, respectively.

Further, pursuant to the Scheme, all creditors of the Transferor Company will become creditors of the Company.

The rights of the respective creditors of the Demerged Company, Company and Transferor Company shall not be impacted pursuant to the Scheme and there will be no reduction in their claims on account of the Scheme. The creditors of the Demerged Company, the Company and Transferor Company would not be prejudiced in any manner as a result of the Scheme being sanctioned.

E. Debenture holders and Debenture Trustees

The Demerged Company, the Company and the Transferor Company have not issued any debentures and accordingly have not appointed any debenture trustee(s).

F. Depositors and Deposit Trustees

The Demerged Company, the Company and the Transferor Company have not taken any deposits within the meaning of the Act and Rules framed thereunder and accordingly have not appointed any deposit trustee(s).

X. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Demerged Company, the Company and the Transferor Company.

XI. AMOUNTS DUE TO UNSECURED CREDITORS

The amount due to unsecured creditors by the respective companies, as on November 30, 2022 is as follows:

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Sl. No. Particulars Amount in INR
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Sl. No.	Particulars	Amount in INR

1.	Borosil Limited	60,49,22,918
2.	Klass Pack Limited	12,39,11,218
3.	Borosil Technologies Limited	6,33,23,500

XII. DETAILS OF CAPITAL OR DEBT RESTRUCTURING, IF ANY

A. With effect from the Effective Date, the face value of the equity shares of the Company shall be reduced from INR 100 each to INR 10 each such that, the issued, subscribed and paid up equity share capital of the Company is reduced from the present sum of INR 16,32,94,900 divided into 16,32,949 equity shares of INR 100 each fully paid to INR 1,63,29,490 divided into 16,32,949 equity shares of INR 10 each fully paid up.
B. Immediately, upon reduction of the face value of the equity shares of the Company as above, every 1 equity share of the Company of face value of INR 10 each shall be further split into 10 equity shares of INR 1 each, such that the issued, subscribed and paid up equity share capital of the Company shall be INR 1,63,29,490 divided into 1,63,29,490 equity shares of INR 1 each fully paid up.
C. Upon the demerger, transfer and vesting of the Demerged Undertaking from the Demerged Company into the Company, the Company shall, issue and allot, on a proportionate basis to the shareholders of the Demerged Company whose name is recorded in the register of members and records of the depository as members of the Demerged Company as on the Record Date, as under:

D. Upon demerger of the Demerged Undertaking and allotment of New Equity Shares by the Company, the entire paid-up equity share capital of the Company held by the Demerged Company shall stand cancelled and the issued, subscribed and paid up equity capital of the Company to that effect shall stand cancelled and reduced.
E. Upon the demerger, transfer and vesting of the Demerged Undertaking from the Demerged Company into the Company, the Transferor Company will become a wholly owned subsidiary of the Company and the entire paid-up share capital of the Transferor Company will be held by the Company. Accordingly, upon amalgamation of the Transferor Company with the Company, there shall be no issue of shares as consideration for the said amalgamation and all equity shares of the Transferor Company held by the Company along with its nominees, shall stand cancelled.
F. The Scheme does not involve any debt restructuring and therefore the requirement to disclose details of debt restructuring is not applicable.

XIII. VALUATION REPORT AND FAIRNESS OPINION

A. A copy of the share entitlement ratio report dated February 07, 2022 issued by M/s. SSPA & Co., Chartered Accountants (ICAI Firm Registration No. 128851W) (Registration No. IBBI/RV-E/06/2020/126), Registered Valuer (“ Share Entitlement Ratio Report ”), in connection with the Scheme is appended as ‘ Annexure VIII’ .
B. A copy of the fairness opinion report dated February 07, 2022 issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker, confirming that the Share Entitlement Ratio is fair and proper is appended as ‘ Annexure IX’ .

XIV. INFORMATION PERTAINING TO UNLISTED COMPANIES INVOLVED IN THE SCHEME IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

Information pertaining to the unlisted companies involved in the Scheme, i.e. the Company and the Transferor Company in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/ CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificates issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker certifying the adequacy of disclosures are appended as Annexure X and Annexure XI respectively.

XV. SHAREHOLDING PATTERN

A. The pre / post-scheme shareholding pattern of the parties to the Scheme:

(i) Demerged Company

The pre & post scheme shareholding pattern of the Demerged Company is as follows (based on shareholding data as on December 31, 2022):

Category	Pre	Pre	Post (Indicative)*	Post (Indicative)*
	No. of shares (Face value - INR 1 each)	% of shareholding	No. of shares (Face value - INR 1 each)	% of shareholding
Promoter /promotergroup	8,04,10,776	70.30	8,04,10,776	70.30
Public	3,39,68,521	29.70	3,39,68,521	29.70
Custodian	-	-	-	-
Total	11,43,79,297	100.00	11,43,79,297	100.00

*There will be no change in the post scheme shareholding pattern, pursuant to the Scheme

(ii) Company

The pre & post scheme shareholding pattern of the Company is as follows (based on shareholding data of the Company and the Demerged Company as on December 31, 2022):

Category	Pre	Pre	Post (Indicative)	Post (Indicative)
	No. of shares (Face value - INR 100 each)	% of shareholding	No. of shares (Face value - INR 1 each)	% of shareholding
Promoter /promotergroup	16,32,949	100.00	6,03,08,078	68.03
Public	-	-	2,83,36,215	31.97
Custodian	-	-	-	-
Total	16,32,949	100.00	8,86,44,293	100.00

(iii) Transferor Company

The pre & post scheme shareholding pattern of the Transferor Company is as follows (based on shareholding data as on December 31, 2022):

Category	Pre	Pre	Post	Post
	No. of shares (Face value - INR 10 each)	% of shareholding	No. of shares	% of shareholding
Promoter	95,84,043*	100.00*	Not applicable Post Scheme, Transferor Company will be dissolved without winding up.
Public	-	-
Custodian	-	-
Total	95,84,043	100.00

*Includes 6 nominee individual shareholders holding 1 equity share each on behalf of Borosil Limited.

B. Pre/ post Scheme capital structure of the Demerged Company, the Company and the Transferor Company.

(i) Demerged Company

The pre-scheme capital structure of the Demerged Company is given in Paragraph IV.A(v) above. The post scheme indicative capital structure of the Demerged Company will be as follows:

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Particulars Amount in Rs.
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Particulars	Amount in Rs.

(Based on shareholdingdata as on December 31, 2022)
Authorised Share Capital
27,00,00,000 equityshares of INR 1 each	27,00,00,000
2,80,00,000preference shares of INR 10 each	28,00,00,000
Total	55,00,00,000
Issued, Subscribed and Paid-up Share Capital
11,43,79,297 equity shares of INR 1 each, fully paid up	11,43,79,297
Total	11,43,79,297

Note - There will be no change in the post scheme capital structure, pursuant to the Scheme

(ii) Company

The pre-scheme capital structure of the Company is given in Paragraph IV.B.(v) above. The post scheme indicative capital structure of the Company will be as follows:

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Particulars Amount in Rs.
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Particulars	Amount in Rs.

(Based on shareholding data of the Company, Demerged Company and the Transferor Companyas on December 31, 2022)
Authorised Share Capital
30,00,00,000 equityshares of INR 1 each	30,00,00,000
Total	30,00,00,000
Issued, Subscribed and Paid-up Share Capital
8,86,44,293 equityshares of INR 1 each, fully paid up	8,86,44,293
Total	8,86,44,293

(iii) Transferor Company

The pre-scheme capital structure of the Transferor Company is given in Paragraph IV.C.(iv) above. Postscheme capital structure of the Transferor Company is not applicable as the Transferor Company will be dissolved without winding up pursuant to the Scheme.

XVI. AUDITORS CERTIFICATE ON CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The respective Statutory Auditors of the Demerged Company and the Company have confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India.

XVII. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

A. In terms of Regulation 37 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated November 23, 2021 (“ SEBI Master Circular ”), BSE and NSE, by their respective Observation Letters dated August 01, 2022, have conveyed “no adverse observations/ no-objection” on the Scheme. Copies of the said letters issued by BSE and NSE are appended hereto as Annexure XII and XIII respectively. Further, in terms of the said SEBI Master Circular, the Demerged Company has not received any complaint relating to the Scheme and “NIL” complaints reports were filed by the Demerged Company with BSE and NSE, copies of which are appended hereto as ‘ Annexure XIV and Annexure XV. As per the requirements of above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Demerged Company, its promoters and directors are appended hereto as Annexure XVI.

B. A copy of the Scheme has been filed by the Demerged Company, the Company and the Transferor Company with the Registrar of Companies, Mumbai.
C. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.
D. All approvals as stated in Clause 28 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme will be obtained. Additionally, the Demerged Company, the Company and the Transferor Company will obtain such approvals / sanctions / no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.

XVIII. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, the electronic copy of following documents will be available for inspection in the investors section of the website of the Demerged Company at www.borosil.com:

A. Copy of the Tribunal Order
B. Memorandum and Articles of Association of the Demerged Company, the Company and the Transferor Company
C. Audited Standalone and Consolidated financial statements of the Demerged Company for the year ended March 31, 2022
D. Standalone and Consolidated unaudited financial results (limited reviewed) of the Demerged Company for the quarter and half year ended September 30, 2022
E. Audited financial statements of the Company and the Transferor Company for the year ended March 31, 2022
F. Audited Condensed Financial Statements of the Company and the Transferor Company for the half year ended September 30, 2022
G. Copy of the Scheme
H. Certificate of the Statutory Auditor of the Demerged Company and the Company, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and other Generally Accepted Accounting Principles in India
I. All other documents displayed on Demerged Company’s website i.e., www.borosil.com in terms of the SEBI Master Circular.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the unsecured creditors.

sd/Raj Kumar Jain Chairperson appointed by the Tribunal for the Meeting

Mumbai, Wednesday, January 4, 2023

Registered Office:

1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India

CIN: U74999MH1991PLC061851 E-mail: [email protected] Tel.: 022-6740 6300 Fax: 022-6740 6514

ANNEXURE I

COMPOSITE SCHEME OF ARRANGEMENT

AMONGST

AND

KLASS PACK LIMITED

AND

BOROSIL TECHNOLOGIES LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

A. BACKGROUND OF THE COMPANIES

(i) Borosil Limited (“ Demerged Company ”) is a public company incorporated under the provisions of the Companies Act, 1956. The Demerged Company is engaged in the business of manufacturing and trading of scientific and industrial products and consumer products. The equity shares of the Demerged Company are listed on BSE Limited and the National Stock Exchange of India Limited.
(ii) Klass Pack Limited (“Resulting Company” or “Transferee Company”) is a public company incorporated under the provisions of the Companies Act, 1956. The Resulting Company is engaged in the manufacture and supply of pharmaceutical vials and ampoules to the pharmaceutical industry for over 15 years and has its manufacturing facilities at Nashik, Maharashtra. The Demerged Company holds 82.49% of the issued, subscribed and paid up equity share capital of the Resulting Company.
(iii) Borosil Technologies Limited (“Transferor Company”) is a public company incorporated under the provisions of the Companies Act, 1956. The Transferor Company is engaged in the business of manufacturing of scientific instruments. The Transferor Company is a wholly owned subsidiary of the Demerged Company .

B. PREMABLE

This Scheme ( as defined hereinafter ) is presented under Sections 230 to 232 and other applicable provisions of the Act ( as defined hereinafter ) read with Section 2(1B), Section 2(19AA) and other applicable provisions of the Income Tax Act ( as defined hereinafter ) and provides for the following:
(i) reduction and reorganisation of share capital of the Resulting Company;
(ii) the demerger, transfer and vesting of the Demerged Undertaking (as defined hereinafter) from the Demerged Company ( as defined hereinafter ) into the Resulting Company ( as defined hereinafter ) on a going concern basis, the consequent issue of shares by the Resulting Company and reduction and cancellation of the existing paidup share capital of the Resulting Company held by the Demerged Company; and
(iii) the amalgamation of the Transferor Company ( as defined hereinafter ) with the Transferee Company ( as defined hereinafter ).
This Scheme also provides for various other matters consequent and incidental thereto.

C. RATIONALE FOR THIS SCHEME

Given its diversified business, it has become imperative for the Demerged Company to reorient and reorganize itself in a manner that allows imparting greater focus on each of its businesses. With this repositioning, the Demerged Company is desirous of enhancing its operational efficiency while it continues with its consumer products business.
The proposed demerger pursuant to this Scheme is expected, inter alia , to result in following benefits:
(i) value unlocking of scientific and industrial products business with ability to achieve valuation based on respective-risk return profile and cash flows;

(ii) attracting business specific investors and potential strategic partners and providing better flexibility in accessing capital, focused strategy and specialisation for sustained growth and thereby enable de-leveraging of the respective businesses in the longerterm;
(iii) segregation and unbundling of the scientific and industrial products business of the Demerged Company into the Resulting Company, will enable enhanced focus on the Demerged Company and the Resulting Company for exploring opportunities in their respective business domains; and
(iv) focused management approach for pursuing the growth in the respective business’ verticals and de-risk the businesses from each other.
As part of the restructuring exercise, it is proposed to consolidate the resources of the Transferor Company with the Transferee Company. The said amalgamation will result in the following benefits:
(i) Streamline the corporate structure and consolidation of resources within the Transferee Company leading to greater synergies and operational synergy;
(ii) Opportunities for employees of the Transferor Company to grow in a wider field of business;
(iii) Optimal utilisation of resources and better management and administration; and
(iv) Reduction of administrative responsibilities, multiplicity of records and legal and regulatory compliances.
In order to achieve an optimum equity share capital base which will commensurate with business activities of the Resulting Company subsequent to the demerger and merger as stated above, it is proposed to reduce the face value of the equity shares and reorganise the equity share capital of the Resulting Company prior to the said demerger and merger.
The proposed restructuring is in the interest of the shareholders, creditors, employees, and other stakeholders of the Parties.

D. PARTS OF THIS SCHEME

This Scheme is divided into the following parts:

(i) PART I deals with the definitions, share capital and date of taking effect and implementation of this Scheme;
(ii) Part II deals with reduction and reorganisation of the equity share capital of the Resulting Company;
(iii) PART III deals with the demerger, transfer and vesting of the Demerged Undertaking ( as defined hereinafter ) from the Demerged Company into the Resulting Company on a going concern basis, the consequent issue of shares by the Resulting Company and reduction and cancellation of the existing paid-up equity share capital of the Resulting Company held by the Demerged Company;
(iv) PART IV deals with the amalgamation of the Transferor Company with the Transferee

Company; and

(v) PART V deals with the general terms and conditions that would be applicable to this Scheme.

PART I

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

1.1 In this Scheme, unless inconsistent with the subject or context thereof: (i) capitalised terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; (ii) all terms and words not defined in this Scheme shall have the meaning ascribed to them under the relevant Applicable Law (as defined hereinafter); and (iii) the following expressions shall have the meanings ascribed hereunder:

“ Act ” means the Companies Act, 2013 and rules framed thereunder;

“ Appointed Date ” means the 1 April 2022 or such other date as may be decided by the Board of the Parties;

“ Applicable Law ” means any applicable central, provincial, local or other law including all applicable provisions of all: (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the Parties; (b) Permits; and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties as may be in force from time to time;

“ Appropriate Authority ” means:

(i) the government of any jurisdiction (including any central, State, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, central bank, commission or other authority thereof;
(ii) any public international organisation or supranational body and its institutions, departments, agencies and instrumentalities;
(iii) any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, tax, importing or other governmental or quasi-governmental authority including (without limitation), SEBI, the Tribunal; and
(iv) Stock Exchanges.

“ BL ESOP ” means (i) Borosil Limited – Special Purpose Employee Stock Option Plan 2020; and (ii) Borosil Limited Employee Stock Option Scheme 2020, framed by the Demerged Company under the SEBI (Share Based Employee Benefits) Regulations, 2014 and as amended from time to time;

“ Board ” in relation to each of the Parties, means the board of directors of such Party, and shall include a committee of directors or any person authorized by the board of directors or such committee of directors duly constituted and authorized for the purposes of matters pertaining to this Scheme or any other matter relating thereto;

“ Demerged Company ” means Borosil Limited, a public company incorporated under the provisions of the Companies Act, 1956 and having its Corporate Identity Number L36100MH2010PLC292722 and registered office at 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra;

“ Demerged Undertaking ” shall mean entire activities, business, operations and undertakings of the Demerged Company forming part of the Scientific and Industrial Products Business (including investments in the Resulting Company and the Transferor Company), as on the Appointed Date, and shall include (without limitation):

(i) all the properties (whether movable or immovable) of the Scientific and Industrial Products Business, wherever situated, including all computers and accessories, software and related data, plant and machinery, capital work in progress, vehicles, furniture, fixtures, office equipment, electricals, appliances, accessories, pertaining to or relatable to the Scientific and Industrial Products Business;
(ii) all brands, trademarks, logos, trade and corporate name and intellectual property rights exclusive to the Scientific and Industrial Products Business;
(iii) all rights (including management rights towards funds and carry rights) and licenses, all assignments and grants thereof, all Permits, clearances and registrations whether under central, state or other laws, rights (including rights/ obligations under agreement(s) entered into with various persons including independent consultants, subsidiaries/ associate companies and other shareholders of such subsidiary/ associate/ joint venture companies, contracts, applications, letters of intent, memorandum of understandings or any other contracts), rights of commercial nature including attached goodwill, non-disposal undertakings, certifications and approvals, regulatory approvals, entitlements, other licenses, consents, investments (including investments in the Resulting Company and the Transferor Company) and/ or interest (whether vested, contingent or otherwise), taxes, share of tax deducted at source and minimum alternate tax credits (including but not limited to credits in respect of sales tax, value added tax, service tax, goods and services tax, and other indirect taxes), deferred tax benefits and other benefits in respect of the Scientific and Industrial Products Business, tax losses, if any, cash balances, bank accounts and bank balances, deposits, advances, recoverables, receivables, easements, advantages, financial assets, treasury investments, hire purchase and lease arrangement, funds belonging to or proposed to be utilised for the Scientific and Industrial Products Business, privileges, all other claims, rights and benefits, powers and facilities of every kind, nature and description whatsoever, utilities, provisions, funds, benefits of all agreements, contracts and arrangements and all other interests relating to the Scientific and Industrial Products Business;
(iv) all books, records, files, papers, governance templates and process information, records of standard operating procedures, computer programmes along with their licenses, manuals and backup copies, advertising materials, and other data and records whether in physical or electronic form, directly or indirectly in connection

with or relating to the Scientific and Industrial Products Business;

(v) all contracts, deeds, bonds, agreements, schemes, arrangements, distributor agreements, sub advisory arrangements and other instruments, permits, rights, entitlements, leases/ licenses, operation and maintenance contracts, memorandum of understanding, memorandum of agreements, memorandum of agreed points, letters of intent, hire and purchase agreements, tenancy rights, equipment purchase agreement, POA (power of attorney) and other agreement and/or arrangement, as amended and restated from time to time, whether executed with customers, suppliers, contractors, lessors, licensors, consultants, advisors or otherwise, which pertains to the Scientific and Industrial Products Business;
(vi) any and all earnest monies and/ or security deposits, or other entitlements in connection with or relating to the Scientific and Industrial Products Business;
(vii) all employees of the Demerged Company that are determined by the Board of the Demerged Company to be substantially engaged in, or in relation to, the Scientific and Industrial Products Business, on the date immediately preceding the Effective Date;
(viii) all liabilities present and future, corporate guarantees issued and the contingent liabilities pertaining or relatable to the Scientific and Industrial Products Business, namely:
(a) the debts of the Demerged Company which arises out of the activities or operations of the Scientific and Industrial Products Business;
(b) specific loans and borrowings raised, incurred and utilised by the Demerged Company for the activities or operations of or pertaining to the Scientific and Industrial Products Business; and
(c) general or multipurpose borrowings, if any, of the Demerged Company will be apportioned basis the proportion of the value of the assets transferred as part of Scientific and Industrial Products Business to the total value of the assets of the Demerged Company immediately prior to the Appointed Date.
(ix) funds required to incur capital expenditure in respect of tubing furnace as approved by the Board of the Demerged Company;
(x) entire experience, credentials, past record and market share of the Demerged Company pertaining to the Scientific and Industrial Products Business;
(xi) All reserves relating to the Scientific and Industrial Products Business as identified by the Board of the Demerged Company; and
(xii) all legal or other proceedings of whatsoever nature, by or against the Demerged Company pending as on the Effective Date and relating to the Scientific and Industrial Products Business.

It is clarified that the question of whether a specified asset (including investments or surplus funds) or liability pertains to or does not pertain to the Demerged Undertaking shall be decided mutually by the Board of the Demerged Company and the Resulting Company.

“ Effective Date ” means the date on which last of the conditions specified in Clause 28 (Conditions Precedent) of this Scheme are complied with or waived, as applicable;

“ Encumbrance ” means (i) any charge, lien (statutory or other), or mortgage, any easement, encroachment, right of way, right of first refusal or other encumbrance or security interest securing any obligation of any Person; (ii) pre-emption right, option, right to acquire, right to set off or other third party right or claim of any kind, including any restriction on use, voting, selling, assigning, pledging, hypothecating, or creating a security interest in, place in trust (voting or otherwise), receipt of income or exercise; or (iii) any equity, assignments hypothecation, title retention, restriction, power of sale or other type of preferential arrangements; or (iv) any agreement to create any of the above; the term “ Encumber ” shall be construed accordingly;

“ INR ” means Indian Rupee, the lawful currency of the Republic of India;

“ Income Tax Act ” means the Income-tax Act, 1961 as may be amended or supplemented from time to time and shall include any statutory replacement or re-enactment thereof, read together with all applicable bye-laws, rules, regulations, orders, ordinances, policies, directions, supplements issued thereunder;

“ Parties ” shall mean collectively the Demerged Company, Resulting Company/ Transferee Company and Transferor Company and “ Party ” shall mean each of them, individually;

" Permits " means all consents, licences, permits, certificates, permissions, authorisations, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, whether governmental, statutory, regulatory or otherwise as required under Applicable Law;

“ Person ” means an individual, a partnership, a corporation, a limited liability partnership, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or an Appropriate Authority;

“ Record Date ” means the date to be fixed by the Board of the Demerged Company, in consultation with the Resulting Company for the purpose of determining the shareholders of the Demerged Company for issue of the Resulting Company New Equity Shares, pursuant to this Scheme;

“ Remaining Business ” means all of the businesses, units, divisions, undertakings, and assets and liabilities of the Demerged Company, other than the Demerged Undertaking;

“ Resulting Company ” or “ Transferee Company ” means Klass Pack Limited, a public company incorporated under the provisions of the Companies Act, 1956 and having its corporate identity number U74999MH1991PLC061851 and registered office at 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra;

" RoC " means the Registrar of Companies having jurisdiction over the Parties;

“ Scheme ” means this composite scheme of arrangement, with or without any modification(s);

“ Scientific and Industrial Products Business ” means the business of the Demerged Company in relation to manufacturing and trading of scientific and industrial products such as laboratory glassware, instruments, disposable plastics, liquid handling systems, vials and explosion proof

lighting glassware and other bench top equipment used by the pharmaceutical industry, research and development, education and healthcare segments of the market and the joint and inseparable manufacturing facility located at Bharuch which produces scientific & industrial and consumer products;

“ SEBI ” means the Securities and Exchange Board of India;

“ SEBI Circular ” means the circular issued by the SEBI, being SEBI Master Circular No. SEBI/HO /CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, and any amendments thereof, modifications issued pursuant to regulations 11, 37 and 94 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

“ SEBI LODR Regulations ” means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and any amendments thereof;

“ Stock Exchanges ” means BSE Limited and National Stock Exchange of India Limited, collectively;

“ Taxation ” or “ Tax ” or “ Taxes ” includes all forms of taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, taxes under the Income Tax Act and levies and whether levied by reference to income, profits, book profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments in respect of or on account of tax, whether by way of deduction or collection at source, advance tax, minimum alternate tax or otherwise or attributable directly or primarily to the Parties or any other Person and all penalties, charges, costs and interest relating thereto;

“ Tax Laws ” means all Applicable Laws, acts, rules and regulations dealing with Taxes including but not limited to the income-tax, wealth tax, sales tax / value added tax, service tax, goods and services tax, excise duty, customs duty or any other levy of similar nature;

“ Transferor Company ” means Borosil Technologies Limited a public company incorporated under the provisions of the Companies Act, 1956 and having its corporate identification number U36999MH2009PLC197226 and registered office at 1101, 11[th] Floor, Crescenzo, G- block, Plot No C-38, Opp. MCA Club, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra; and

" Tribunal " means the Mumbai bench of the Hon’ble National Company Law Tribunal having jurisdiction over the Parties.

In this Scheme, unless the context otherwise requires:

1.2.1 words denoting the singular shall include the plural and vice versa;
1.2.2 headings, sub-headings, titles, sub-titles to clauses, sub-clauses and paragraphs are for information and convenience only and shall be ignored in construing the same; and
1.2.3 the words “include” and “including” are to be construed without limitation.

2. SHARE CAPITAL

2.1 The share capital of the Demerged Company as on 31 January 2022 is as follows:

Particulars	INR
Authorised share capital
27,00,00,000 equity shares of INR 1 each	27,00,00,000
2,80,00,000 preference shares of INR 10 each	28,00,00,000
Total	55,00,00,000
Issued, subscribed and paid up capital
11,41,54,667 equity shares of INR 1 each, fully paid up	11,41,54,667
Total	11,41,54,667

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of the Demerged Company till the date of approval of the Scheme by the Board of the Demerged Company.

The Demerged Company has outstanding employee stock options under its BL ESOP, the exercise of which may result in an increase in the issued, subscribed and paid-up share capital of the Demerged Company.

2.2 The share capital of the Resulting Company as on 31 January 2022 is as follows:

Particulars	INR
Authorised share capital
20,00,000 equity shares of INR 100 each	20,00,00,000
Total	20,00,00,000
Issued, subscribed and paid up capital
16,32,949 equity shares of INR 100 each, fully paid up	16,32,94,900
Total	16,32,94,900

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of the Resulting Company till the date of approval of the Scheme by the Board of the Resulting Company. The Demerged Company holds 82.49% of the issued, subscribed and paid up equity share capital of the Resulting Company.

2.3 The share capital of the Transferor Company as on 31 January 2022 is as follows:

Particulars	INR
Authorised Share Capital
1,00,00,000 equity shares of INR 10 each	10,00,00,000
Total	10,00,00,000
Issued, subscribed and paid up capital
95,84,043 equity shares of INR 10 each, fully paid up	9,58,40,430
Total	9,58,40,430

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of the Transferor Company till the date of approval of the Scheme by the Board of the Transferor Company. The Transferor Company is a wholly owned subsidiary of the Demerged Company.

3. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

3.1 This Scheme set out herein in its present form or with any modification(s) made under Clause 27 of this Scheme, shall become operative from the Effective Date and effective from the Appointed Date.

PART II

REDUCTION AND REORGANIZATION OF EQUITY SHARE CAPITAL OF THE RESULTING COMPANY

4. REDUCTION AND REORGANIZATION OF EQUITY SHARE OF THE RESULTING COMPANY

4.1 With effect from the Effective Date, the face value of the equity shares of the Resulting Company shall be reduced from INR 100 each to INR 10 each such that, the issued, subscribed and paid up equity share capital of the Resulting Company is reduced from the present sum of INR 16,32,94,900 divided into 16,32,949 equity shares of INR 100 each fully paid to INR 1,63,29,490 divided into 16,32,949 equity shares of INR 10 each fully paid up.
4.2 Immediately, upon reduction of the face value of the equity shares of the Resulting Company under Clause 4.1 above, every 1 equity share of the Resulting Company of face value of INR 10 each shall be further split into 10 equity of INR 1 each, such that the issued, subscribed and paid up equity share capital of the Resulting Company shall be INR 1,63,29,490 divided into 1,63,29,490 equity shares of INR 1 each fully paid up.
4.3 The reduction and reorganisation of the share capital of the Resulting Company under Sections 230 to 232 of the Act shall be effected as an integral part of this Scheme itself.
4.4 The reduction and reorganisation of the equity shares of the Resulting Company as stated in Clause 4.1 and Clause 4.2 above, does not involve any diminution of liability in respect of any unpaid share capital or payment to any shareholder of any paid-up share capital or payment in any other form.
4.5 Notwithstanding the reduction in the equity share capital of the Resulting Company, the Resulting Company shall not be required to add ‘And Reduced’ as suffix to its name.
4.6 It is clarified that the approval of the members of the Resulting Company to the Scheme shall be deemed to be their consent/ approval also to the alteration of the memorandum and articles of association of the Resulting Company as may be required under the Act.

PART III

DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

5. DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

5.1 Immediately upon effectiveness of Part II of this Scheme and with effect from the Appointed Date and in accordance with the provisions of this Scheme and pursuant to Sections 230 to

232 and other applicable provisions of the Act and Section 2(19AA) of the Income Tax Act, the Demerged Undertaking shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Resulting Company on a going concern basis, so as to become as an from the Appointed Date, the assets, Permits, contracts, liabilities, loan, debentures, duties and obligations of the Resulting Company by virtue of operation of law, and in the manner provided in this Scheme.

This Scheme complies with the definition of “demerger” as per Section 2(19AA) and other applicable provisions of the Income Tax Act. Subject to approval by the Board of the Parties, if any terms of this Scheme are found to be or interpreted to be inconsistent with provisions of the Income Tax Act, then this Scheme shall stand modified to be in accordance with aforesaid provisions of the Income Tax Act.

5.2 Without prejudice to the generality of the provisions of Clause 5.1 above, the manner of transfer and vesting of assets and liabilities forming part of the Demerged Undertaking under this Scheme, is as follows:
5.2.1 In respect of such of the assets and properties forming part of the Demerged Undertaking which are movable in nature (including but not limited to all intangible assets, brands, trademarks of the Demerged Undertaking, whether registered or unregistered trademarks along with all rights of commercial nature including attached goodwill, title, interest, labels and brand registrations, domain names, copyrights, trademarks and all such other industrial and intellectual property rights of whatsoever nature) or are otherwise capable of transfer by delivery or possession or by endorsement, shall stand transferred upon the Part III of the Scheme coming into effect and shall, ipso facto and without any other order to this effect, become the assets and properties of the Resulting Company without requiring any deed or instrument of conveyance for transfer of the same. The vesting pursuant to this subclause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested, and title to the property shall be deemed to have been transferred accordingly;
5.2.2 Subject to Clause 5.2.3 below, with respect to the assets forming part of the Demerged Undertaking other than those referred to in Clause 5.2.1 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investments in shares, mutual funds, bonds and any other securities, sundry debtors, claims from customers or otherwise, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with any Appropriate Authority, customers and other Persons, whether or not the same is held in the name of the Demerged Company, the same shall, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Resulting Company, with effect from the Appointed Date by operation of law as transmission in favour of Resulting Company. With regard to the licenses of the properties, the Resulting Company will enter into novation agreements, if it is so required;
5.2.3 In respect of such of the assets and properties forming part of the Demerged Undertaking which are immovable in nature, whether or not included in the books of the Demerged Company, including rights, interest and easements in relation thereto, the same shall stand transferred to the Resulting Company with effect from the

Appointed Date, without any act or deed or conveyance being required to be done or executed by the Demerged Company and/ or the Resulting Company;

5.2.4 For the avoidance of doubt and without prejudice to the generality of Clause 5.2.3 above and Clause 5.2.5 below, it is clarified that, with respect to the immovable properties forming part of the Demerged Undertaking in the nature of land and buildings, the Demerged Company and/ or the Resulting Company shall register the true copy of the orders of the Tribunal approving the Scheme with the offices of the relevant Sub-registrar of Assurances or similar registering authority having jurisdiction over the location of such immovable property and shall also execute and register, as required, such other documents as may be necessary in this regard. For the avoidance of doubt, it is clarified that any document executed pursuant to this Clause 5.2.4 or Clause 5.2.5 below will be for the limited purpose of meeting regulatory requirements and shall not be deemed to be a document under which the transfer of any property of the Demerged Company takes place and the assets and liabilities forming part of the Demerged Undertaking shall be transferred solely pursuant to and in terms of this Scheme and the order of the Tribunal sanctioning this Scheme;
5.2.5 Notwithstanding anything contained in this Scheme, with respect to the immovable properties forming part of the Demerged Undertaking in the nature of land and buildings situated in states other than the state of Maharashtra, whether owned or leased, for the purpose of, inter alia , payment of stamp duty and vesting in the Resulting Company, if the Resulting Company so decides, the Demerged Company and/ or the Resulting Company, whether before or after the Effective Date, may execute and register or cause to be executed and registered, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of the Resulting Company in respect of such immovable properties. Each of the immovable properties, only for the purposes of the payment of stamp duty (if required under Applicable Law), shall be deemed to be conveyed at a value determined by the relevant authorities in accordance with the applicable circle rates. The transfer of such immovable properties shall form an integral part of the Demerged Undertaking vested in the Resulting Company pursuant to this Scheme;
5.2.6 Upon effectiveness of Part III of the Scheme and with effect from the Appointed Date, all debts, liabilities, contingent liabilities, present or future, duties and obligations, secured or unsecured, whether known or unknown, including contingent/ potential Tax liabilities of the Demerged Undertaking shall pursuant to the applicable provisions of the Act and the provisions of Part III of this Scheme and without any further act or deed become the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company and the Resulting Company shall undertake to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. For the avoidance of doubt, it is clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause. The amounts of general or multipurpose borrowings, if any, of the Demerged Company will be apportioned basis the proportion of the value of the assets transferred as part of the Demerged Undertaking to the total value of the assets of the Demerged Company immediately before Appointed Date;
5.2.7 The Demerged Company may, at its sole discretion but without being obliged to, give notice in such form as it may deem fit and proper, to such Persons, as the case may

be, that any debt, receivable, bill, credit, loan, advance, debenture or deposit, contracts or policies relating to the Demerged Undertaking stands transferred to and vested in the Resulting Company and that appropriate modification should be made in their respective books/ records to reflect the aforesaid changes;

5.2.8 Unless otherwise agreed to between the Board of the Demerged Company and the Resulting Company, the vesting of all the assets of the Demerged Company forming part of the Demerged Undertaking, as aforesaid, shall be subject to the Encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such Encumbrances shall be confined only to the relevant assets forming part of the Demerged Undertaking of the Demerged Company or part thereof on or over which they are subsisting on and vesting of such assets in the Resulting Company and no such Encumbrances shall extend over or apply to any other asset(s) of Resulting Company. Any reference in any security documents or arrangements (to which Demerged Company is a party) related to any assets of Demerged Company shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of Resulting Company. Similarly, Resulting Company shall not be required to create any additional security over assets vested under this Scheme for any loans, deposits or other financial assistance already availed of /to be availed of by it, and the Encumbrances in respect of such indebtedness of the Demerged Company shall not extend or be deemed to extend or apply to the assets so vested;
5.2.9 In so far as any Encumbrance in respect of liabilities pertaining to the Demerged Undertaking is concerned, such Encumbrance shall without any further act, instrument or deed being required to be modified and, if so agreed, shall be extended to and shall operate over the assets of the Resulting Company. For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Remaining Business are concerned, the Encumbrance, if any, over such assets relating to the liabilities pertaining to the Demerged Undertaking is concerned, without any further act, instrument or deed being required, be released and discharged from the obligations and Encumbrances relating to the same. Further, in so far as the assets comprised in the Demerged Undertaking are concerned, the Encumbrance over such assets relating to any loans, borrowings or other debts which are not transferred to the Resulting Company pursuant to this Scheme and which shall continue with the Demerged Company, shall without any further act or deed be released from such Encumbrance and shall no longer be available as security in relation to such liabilities;
5.2.10 Taxes, if any, paid or payable by the Demerged Company after the Appointed Date and specifically pertaining to Demerged Undertaking shall be treated as paid or payable by the Resulting Company and the Resulting Company shall be entitled to claim the credit, refund or adjustment for the same as may be applicable;
5.2.11 Upon the Scheme becoming effective, the Demerged Company and/ or the Resulting Company shall have the right to revise their respective financial statements, income tax returns, tax deducted at source (TDS) returns and other statutory returns along with prescribed forms, filings and annexures under the Tax Laws and to claim refunds, credit of tax deducted at source, credit of minimum alternate tax, credit of foreign taxes paid / withheld, carry forward of tax losses, credits in respect of sales tax, value added tax, service tax, goods and services tax (GST) and other indirect taxes etc., and for matters incidental thereto, if required, to give effect to the provisions of the Scheme. It is further clarified that the Resulting Company shall be entitled to claim

deduction under Section 43B of the Income Tax Act in respect of unpaid liabilities transferred to it as part of the Demerged Undertaking to the extent not claimed by the Demerged Company;

5.2.12 Subject to Clause 5 and any other provisions of the Scheme, in respect of any refund, benefit, incentive, grant or subsidy in relation to or in connection with the Demerged Undertaking, the Demerged Company shall, if so required by the Resulting Company, issue notices in such form as the Resulting Company may deem fit and proper, stating that pursuant to the Tribunal having sanctioned this Scheme, the relevant refund, benefit, incentive, grant or subsidy be paid or made good to or held on account of the Resulting Company, as the Person entitled thereto, to the end and intent that the right of the Demerged Company to recover or realise the same stands transferred to the Resulting Company and that appropriate entries should be passed in their respective books to record the aforesaid changes;
5.2.13 On and from the Effective Date, all cheques and other negotiable instruments and payment orders received or presented for encashment which are in the name of the Demerged Company and are in relation to or in connection with the Demerged Undertaking, shall be accepted by the bankers of the Resulting Company and credited to the account of Resulting Company, if presented by Resulting Company;
5.2.14 Permits, including the benefits attached thereto of the Demerged Company, in relation to the Demerged Undertaking, shall subject to Applicable Law be transferred to the Resulting Company from the Appointed Date, without any further act, instrument or deed and shall be appropriately mutated or endorsed by the Appropriate Authorities concerned therewith in favour of the Resulting Company as if the same were originally given by, issued to or executed in favour of Resulting Company and the Resulting Company shall be bound by the terms, obligations and duties thereunder, and the rights and benefits under the same shall be available to the Resulting Company to carry on the operations of the Demerged Undertaking without any hindrance, whatsoever; and
5.2.15 Contracts in relation to the Demerged Undertaking, where the Demerged Company is a party, shall stand transferred to and vested in the Resulting Company pursuant to the Scheme becoming effective. The absence of any formal amendment which may be required by a third party to effect such transfer and vesting shall not affect the operation of the foregoing sentence. The Demerged Company and the Resulting Company shall, wherever necessary, enter into and/ or execute deeds, writings, confirmations or novations to all such contracts, if necessary, in order to give formal effect to the provisions of this Clause.
5.3 Without prejudice to the provisions of the foregoing sub-clauses of this Clause, the Demerged Company and the Resulting Company may execute any and all instruments or documents and do all the acts, deeds and things as may be required, including executing necessary confirmatory deeds for filing with the trademark registry and Appropriate Authorities, filing of necessary particulars and/ or modification(s) of charge, necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme. The Resulting Company shall take such actions as may be necessary and permissible to get the assets, Permits and contracts forming part of the Demerged Undertaking transferred and/ or registered in its name.

6. EMPLOYEES

6.1 With effect from the Effective Date, the Resulting Company undertakes to engage, without any interruption in service, all employees of the Demerged Company, engaged in or in relation to the Demerged Undertaking, on the terms and conditions not less favourable than those on which they are engaged by the Demerged Company. The Resulting Company undertakes to continue to abide by any agreement/ settlement or arrangement, if any, entered into or deemed to have been entered into by the Demerged Company with any of the aforesaid employees or union representing them. The Resulting Company agrees that the services of all such employees with the Demerged Company prior to the demerger shall be taken into account for the purposes of all existing benefits to which the said employees may be eligible, including for the purpose of payment of any retrenchment compensation, leave balance, gratuity, superannuation and other retiral/ terminal benefits. The decision on whether or not an employee is part of the Demerged Undertaking, be decided by the Demerged Company, and shall be final and binding on all concerned.
6.2 Upon the Scheme coming into effect and with effect from the Appointed Date, employment information, including personnel files (including hiring documents, existing employment contracts, and documents reflecting changes in an employee’s position, compensation, or benefits), payroll records, medical documents (including documents relating to past or ongoing leaves of absence, on the job injuries or illness, or fitness for work examinations), disciplinary records, supervisory files relating to the employees of the Demerged Undertaking and all forms, notifications, orders and contribution / identity cards issued by the concerned authorities relating to benefits shall be deemed to have been transferred to the Resulting Company.
6.3 The accumulated balances, if any, standing to the credit of the aforesaid employees in the existing provident fund, gratuity fund and superannuation fund of which they are members, as the case may be, will be transferred respectively to such provident fund, gratuity fund and superannuation funds nominated by the Resulting Company and/or such new provident fund, gratuity fund and superannuation fund to be established in accordance with Applicable Law and caused to be recognized by the Appropriate Authorities, by the Resulting Company. Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the said employees would be continued to be deposited in the existing provident fund, gratuity fund and superannuation fund respectively of the Demerged Company.

6.4 Employee stock options:

6.4.1 Upon the coming into effect of Part III of the Scheme, the Resulting Company shall formulate new employee stock option scheme(s) by adopting the BL ESOP of the Demerged Company, as modified in accordance with the variations mentioned in this Clause 6.4;
6.4.2 With respect to the stock options granted by the Demerged Company to the employees of the Demerged Company or its subsidiaries (irrespective of whether they continue to be employees of the Demerged Company or its subsidiaries or become employees of the Resulting Company or its subsidiaries pursuant to this Scheme) under the BL ESOP and upon the Scheme becoming effective, the said employees shall be granted 3 (Three) stock options by the Resulting Company under the new scheme(s) for every 4 (Four) stock options held in the Demerged Company, whether the same are vested or not on terms and conditions similar to the BL ESOP;

6.4.3 The employee stock options granted by the Demerged Company under the BL ESOP, would continue to be held by the employees concerned (irrespective of whether they continue to be employees of the Demerged Company or its subsidiaries or become employees of the Resulting Company or its subsidiaries). Upon coming into effect of the Scheme, the Demerged Company shall take necessary steps to modify the BL ESOP in a manner considered appropriate and in accordance with the Applicable Laws, in order to enable the continuance of the same in the hands of the employees who become employees of the Resulting Company or its subsidiaries, subject to the approval of the Stock Exchanges and the relevant regulatory authorities, if any, under Applicable Law;
6.4.4 The existing exercise price of the stock options granted by the Demerged Company under the BL ESOP, shall be modified and the Board of the Demerged Company shall determine the exercise price consequent to the demerger. The Board of the Demerged Company and Resulting Company shall take such actions and execute such further documents as may be necessary or desirable for the purpose of giving effect to the provisions of Clause 6.4. Approval granted to the Scheme by the shareholders of the Demerged Company and the Resulting Company shall also be deemed to be the approval granted to any modifications made to the BL ESOP of the Demerged Company and approval granted to the new employee stock option scheme to be adopted by the Resulting Company, respectively;
6.4.5 While granting stock options, the Resulting Company shall take into account the period during which the employees held stock options granted by the Demerged Company prior to the issuance of the stock options by the Resulting Company, for determining of minimum vesting period required for stock options granted by the Resulting Company, subject to Applicable Laws;
6.4.6 The Demerged Company and the Resulting Company shall reimburse each other for cost debited to the profit & loss account or any suspense / subsidy account, subsequent to the Appointed Date, in relation to stock options issued to employees of the other company or its subsidiaries, if necessary and required; and
6.4.7 The Boards of the Demerged Company and the Resulting Company or any of the committee(s) thereof, if any, shall take such actions and execute such further documents as may be necessary or desirable for the purpose of giving effect to the provisions of this Clause 6.4 of the Scheme.

7. LEGAL PROCEEDINGS

7.1 With effect from the Effective Date, all suits, actions, administrative proceedings, tribunals proceedings, show cause notices, demands and legal proceedings of whatsoever nature (except proceedings under Tax laws) by or against the Demerged Company pending and/ or arising on or before the Appointed Date or which may be instituted any time thereafter and in each case relating to the Demerged Undertaking shall not abate or be discontinued or be in any way prejudicially affected by reason of this Scheme or by anything contained in this Scheme but shall be continued and be enforced by or against the Resulting Company with effect from the Appointed Date in the same manner and to the same extent as would or might have been continued and enforced by or against the Demerged Company. Except as otherwise provided herein, the Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings that stand transferred to the Resulting Company. The Resulting Company shall be substituted in place of the Demerged Company or added as party

to such proceedings and shall prosecute or defend such proceedings at its own cost, in cooperation with the Demerged Company and the liability of the Demerged Company shall consequently stand nullified. The Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings in relation to the Demerged Undertaking.

7.2 The Resulting Company undertakes to have all legal and other proceedings (except proceedings under Tax laws) initiated by or against the Demerged Company referred to in Clause 7.1 above transferred to its name as soon as is reasonably practicable after the Effective Date and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged Company on priority. Both the Demerged Company and/ or the Resulting Company shall make relevant applications and take all steps as may be required in this regard. It is clarified that all Tax proceedings in relation to the Demerged Undertaking for a period prior to the Appointed Date shall be enforced against the Demerged Company and pertaining to the period after the Appointed Date shall be enforced against the Resulting Company.
7.3 Notwithstanding anything contained hereinabove, if at any time after the Effective Date, the Demerged Company is in receipt of any demand, claim, notice and/ or is impleaded as a party in any proceedings before any Appropriate Authority (except proceedings under Tax laws), in each case in relation to the Demerged Undertaking, the Demerged Company shall, in view of the transfer and vesting of the Demerged Undertaking pursuant to this Scheme, take all such steps in the proceedings before the Appropriate Authority to replace the Demerged Company with the Resulting Company. However, if the Demerged Company is unable to get the Resulting Company replaced in such proceedings, the Demerged Company shall defend the same or deal with such demand in accordance with the advice of the Resulting Company and at the cost of the Resulting Company and the latter shall reimburse to the Demerged Company all liabilities and obligations incurred by the Demerged Company in respect thereof.

8. CONSIDERATION

8.1 Immediately upon effectiveness of Part II of this Scheme and upon Part III of the Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, the Resulting Company shall, without any further application, act, deed, consent, acts, instrument or deed, issue and allot, on a proportionate basis to the shareholders of the Demerged Company whose name is recorded in the register of members and records of the depository as members of the Demerged Company as on the Record Date, as under:

3 (Three) fully paid up equity share of INR 1/- each of the Resulting Company (post proposed re-organisation of share capital) credited as fully paid up, for every 4 (Four) fully paid up equity share of INR 1/- each of the Demerged Company

The equity shares of the Resulting Company to be issued pursuant to Clause 8.1 shall be referred to as “ Resulting Company New Equity Shares ”.

8.2 The Resulting Company New Equity Shares shall be subject to the provisions of the memorandum of association and articles of association of the Resulting Company, as the case may be, and shall rank pari passu in all respects with any existing equity shares of Resulting Company, as the case may be, after the Effective Date including with respect to dividend, bonus, right shares, voting rights and other corporate benefits attached to the equity shares of the Resulting Company.

8.3 The issue and allotment of Resulting Company New Equity Shares, is an integral part hereof and shall be deemed to have been carried out under the orders passed by the Tribunal without requiring any further act on the part of the Resulting Company or the Demerged Company or their shareholders and as if the procedure laid down under the Act and such other Applicable Laws as may be applicable were duly complied with. It is clarified that the approval of the members and creditors of the Resulting Company and/ or the Demerged Company to this Scheme, shall be deemed to be their consent/ approval for the issue and allotment of Resulting Company New Equity Shares.
8.4 Subject to Applicable Laws, the Resulting Company New Equity Shares that are to be issued in terms of this Scheme shall be issued in dematerialised form. The register of members maintained by the Resulting Company and/ or, other relevant records, whether in physical or electronic form, maintained by the Resulting Company, the relevant depository and registrar and transfer agent in terms of Applicable Laws shall (as deemed necessary by the Board of the Resulting Company) be updated to reflect the issue of Resulting Company New Equity Shares in terms of this Scheme. The shareholders of the Demerged Company who hold shares in physical form, should provide the requisite details relating to his/ her/ its account with a depository participant or other confirmations as may be required, to the Resulting Company, prior to the Record Date to enable it to issue the Resulting Company New Equity Shares.
8.5 However, if no such details have been provided to the Resulting Company by the shareholders of the Demerged Company holding shares in physical form on or before the Record Date, the Resulting Company shall deal with the relevant shares in such manner as may be permissible under the Applicable Law, including by way of issuing the corresponding shares in dematerialised form to a trustee nominated by the Board of Resulting Company (“ Trustee of Resulting Company ”) who shall hold these shares in trust for the benefit of such shareholders. The shares of Resulting Company held by the Trustee of Resulting Company for the benefit of the shareholders shall be transferred to the respective shareholder once such shareholder provides details of his/ her/ its demat account to the Trustee of Resulting Company, along with such other documents as may be required by the Trustee of Resulting Company. The respective shareholders shall have all the rights of the shareholders of the Resulting Company, including the right to receive dividend, voting rights and other corporate benefits, pending the transfer of shares from the Trustee of Resulting Company. All costs and expenses incurred in this respect shall be borne by Resulting Company.
8.6 For the purpose of the allotment of the Resulting Company New Equity Shares pursuant to this Scheme, in case any shareholder’s holding in any of the Demerged Company is such that the shareholder becomes entitled to a fraction of a share of the Resulting Company, the Resulting Company shall not issue fractional shares to such shareholder but shall consolidate all such fractions and round up the aggregate of such fractions to the next whole number and issue consolidated shares to a trustee (nominated by the Resulting Company in that behalf), who shall hold such shares, with all additions or accretions thereto, in trust for the benefit of the respective shareholders to whom they belong for the specific purpose of selling such shares in the market at such price or prices at any time within a period of 90 days from the date of allotment of Resulting Company New Equity Shares, as the trustee may, in its sole discretion, decide and distribute the net sale proceeds (after deduction of the expenses incurred and applicable income tax) to the respective shareholders in the same proportion of their fractional entitlements. Any fractional entitlements from such net proceeds shall be rounded off to the next Rupee. It is clarified that any such distribution shall take place only on the sale of all the shares of the Resulting Company pertaining to the fractional entitlements.

8.7 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Demerged Company, the Board of the Demerged Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or transferee of shares in the Demerged Company, after effectiveness of Part III of this Scheme.
8.8 The Resulting Company New Equity Shares to be issued pursuant to this Scheme in respect of any shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act or otherwise shall pending allotment or settlement of dispute by order of Court or otherwise, be held in abeyance by the Resulting Company.
8.9 The shares to be issued by the Resulting Company in lieu of the shares of the Demerged Company held in the unclaimed suspense account shall be issued to a new unclaimed suspense account created for shareholders of the Resulting Company.
8.10 In the event, the Demerged Company and/ or the Resulting Company restructure their share capital by way of share split / consolidation / issue of bonus shares during the pendency of the Scheme, the share entitlement ratio, as per Clause 8.1 above shall be adjusted accordingly, to consider the effect of any such corporate actions.
8.11 The Resulting Company shall apply for listing of its equity shares on the Stock Exchanges in terms of and in compliance of SEBI Circular and other relevant provisions as may be applicable. The equity shares of the Resulting Company shall remain frozen in the depository system till listing/ trading permission is given by the Stock Exchanges. Further, there shall be no change in the shareholding pattern of the Resulting Company between the Record Date and the listing of its shares which may affect the status of approval of the Stock Exchanges.
8.12 Upon listing of equity shares of the Resulting Company pursuant to this Scheme, the shareholders of the Resulting Company, except the Demerged Company, shall be categorised as ‘public’ shareholders and the term 'public' shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957.
8.13 The Resulting Company shall enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with Applicable Law for complying with the formalities of the Stock Exchanges.
ACCOUNTING TREATMENT
9.1 Accounting treatment in the books of the Demerged Company:
9.1.1 Upon coming into effect of this Scheme and with effect from the Appointed Date, the Demerged Company shall reduce the book value of all assets (including goodwill), liabilities pertaining to the Demerged Undertaking and reserves related to the Demerged Undertaking, as identified by the Board of the Demerged Company, transferred to the Resulting Company from its books of accounts.
9.1.2 The difference between the book value of all assets (including goodwill), liabilities pertaining to the Demerged Undertaking and reserves related to the Demerged Undertaking, as identified by the Board of Demerged Company, transferred to the Resulting Company shall be adjusted in retained earnings of the Demerged Company.

9.2 Accounting treatment in the books of the Resulting Company:

9.2.1 Upon coming into effect of this Scheme and with effect from the Appointed Date, the Resulting Company shall account for the Demerged Undertaking in its books as per the applicable accounting principles as laid down in Appendix C of the Indian Accounting Standard 103 (Ind AS 103) (Business Combination of entities under common control), notified under the Act and/ or any other applicable Indian Accounting Standard as the case may be.
9.2.2 With respect to reduction of the equity share capital of the Resulting Company as specified in Clause 4.1 above, the Resulting Company shall reduce its equity share capital account in its books of account with corresponding increase in capital reserve for an aggregate of INR 90 multiplied by the equity shares held by the members of the Resulting Company.
9.2.3 The Resulting Company shall record the assets (including goodwill), liabilities and reserves comprised in the Demerged Undertaking transferred to and vested in it pursuant to this Scheme, at the same value as appearing in the books of the Demerged Company.
9.2.4 The reserves related to the Demerged Undertaking and being transferred to the Resulting Company as determined by the Board of the Demerged Company shall be preserved and shall appear in the financial statements of the Resulting Company in the same form and manner, in which they appeared in the financial statements of the Demerged Company.
9.2.5 The shareholding of the Demerged Company in the Resulting Company as on the Appointed Date will stand cancelled and the difference between the above and share capital of Resulting Company shall be adjusted in capital reserve.
9.2.6 The Resulting Company shall credit its share capital account in its books of account with the aggregate face value of the equity shares issued to shareholders of the Demerged Company pursuant to Clause 8 of this Scheme.
9.2.7 The difference, being the excess of book value of the assets over the liabilities pertaining to the Demerged Undertaking and reserves relating to Demerged Undertaking transferred from the Demerged Company and recorded by the Resulting Company in accordance with Clause 9.2.3 above, over the amount credited as share capital as per Clause 9.2.6 above, and after giving effect to Clause 9.2.5 above, shall be adjusted in capital reserve.
9.2.8 Loans, advances, deposits, balances and other dues outstanding as on the Appointed Date between the Demerged Company pertaining to the Demerged Undertaking and the Resulting Company will stand cancelled and there shall be no further obligation/ outstanding in that behalf and there would be no accrual of interest or any other charges in respect of such inter-company loans, deposits or balances, with effect from the Appointed Date.
9.2.9 In case of any differences in accounting policy between the Demerged Company and the Resulting Company, the accounting policies followed by the Resulting Company will prevail and the difference till the Appointed Date shall be adjusted in capital reserves of the Resulting Company, to ensure that the financial statements of the Resulting Company reflect the financial position on the basis of consistent accounting policy.

10. REDUCTION AND CANCELLATION OF EXISTING EQUITY SHARES OF THE RESULTING COMPANY HELD BY DEMERGED COMPANY

10.1 With effect from Part III of this Scheme becoming effective and upon allotment of Resulting Company New Equity Shares by the Resulting Company, the entire paid-up equity share capital, as on Effective Date, of the Resulting Company held by the Demerged Company (“ Resulting Company Cancelled Shares ”) shall stand cancelled, extinguished and annulled on and from the Effective Date and the issued, subscribed and paid up equity capital of the Resulting Company to that effect shall stand cancelled and reduced.
10.2 The reduction of the share capital of the Resulting Company under Sections 230 to 232 of the Act shall be effected as an integral part of this Scheme itself.
10.3 Notwithstanding the reduction in the equity share capital of the Resulting Company, the Resulting Company shall not be required to add ‘And Reduced’ as suffix to its name.
10.4 The reduction and cancellation of the Resulting Company Cancelled Shares, does not involve any diminution of liability of in respect of any unpaid share capital or payment to any shareholder of any paid-up share capital or payment in any other form.

11. CHANGE OF NAME OF THE RESULTING COMPANY

11.1 Upon this Scheme becoming effective, the name of the Resulting Company shall stand changed to ‘Borosil Scientific Limited’ or such other name which is available and approved by the RoC, by simply filing the requisite forms with the Appropriate Authority, unless already effected prior to the effectiveness of the Scheme, and no separate act, procedure, instrument, or deed shall be required to be followed under the Act.
11.2 Consequently, subject to Clause 11.1 above:
11.2.1 Clause I of the memorandum of association of the Resulting Company shall without any act, procedure, instrument or deed be and stand altered, modified and amended pursuant to Sections 13, 232 and other applicable provisions of the Act, and be replaced by the following Clause:

“ The name of the Company is Borosil Scientific Limited. ”

11.2.2 It is hereby clarified that, for the purposes of acts and events as mentioned in Clause 11.1 and 11.2, the consent of the shareholders of the Resulting Company to this Scheme shall be deemed to be sufficient for the purposes of effecting the aforementioned amendment and that no further resolution under Section 13, Section 14 or any other applicable provisions of the Act, would be required to be separately passed.

PART IV

AMALGAMATION OF TRANSFEROR COMPANY WITH TRANSFEREE COMPANY

12. AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES AND ENTIRE BUSINESS OF THE TRANSFEROR COMPANY

12.1 Immediately upon effectiveness of Part II and Part III of this Scheme and with effect from the Appointed Date and in accordance with the provisions of this Scheme and pursuant to Sections

230 to 232 and other applicable provisions of the Act and Section 2(1B) of the Income Tax Act, the Transferor Company shall stand transferred to and vested in the Transferee Company as a going concern and accordingly, all assets, Permits, contracts, liabilities, loan, duties and obligations of the Transferor Company shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, Permits, contracts, liabilities, loan, duties and obligations of the Transferee Company by virtue of operation of law, and in the manner provided in this Scheme.

12.2 Without prejudice to the generality of the provisions of Clause 12.1 above, the manner of transfer and vesting of assets and liabilities of the Transferor Company under this Scheme immediately upon effectiveness of Part IV of this Scheme and with effect from the Appointed Date, is as follows:
12.2.1 In respect of such of the assets and properties of the Transferor Company which are movable in nature (including but not limited to all intangible assets, brands, trademarks of the Transferor Company, whether registered or unregistered trademarks along with all rights of commercial nature including attached goodwill, title, interest, labels and brand registrations, copyrights trademarks and all such other industrial and intellectual property rights of whatsoever nature) or are otherwise capable of transfer by delivery or possession or by endorsement, shall stand transferred upon the Scheme coming into effect and shall, ipso facto and without any other order to this effect, become the assets and properties of the Transferee Company without requiring any deed or instrument of conveyance for transfer of the same. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.
12.2.2 Subject to Clause 12.2.3 below, with respect to the assets of the Transferor Company, other than those referred to in Clause 12.2.1 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investments in shares, mutual funds, bonds and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, whether or not the same is held in the name of the Transferor Company shall, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Transferee Company, with effect from the Appointed Date, by operation of law as transmission or as the case may be, in favour of Transferee Company.
12.2.3 In respect of such of the assets and properties of the Transferor Company which are immovable in nature, including rights, interest and easements in relation thereto, the same shall stand transferred to the Transferee Company with effect from the Appointed Date, without any act or deed or conveyance being required to be done or executed by the Transferor Company and/or the Transferee Company.
12.2.4 For the avoidance of doubt and without prejudice to the generality of Clause 12.2.3 above and Clause 12.2.5 below, it is clarified that, with respect to the immovable properties of the Transferor Company in the nature of land and buildings, the Transferor Company and/ or the Transferee Company shall register the true copy of

the orders of the Authority approving the Scheme with the offices of the relevant subregistrar of Assurances or similar registering authority having jurisdiction over the location of such immovable property and shall also execute and register, as required, such other documents as may be necessary in this regard. For the avoidance of doubt, it is clarified that any document executed pursuant to this Clause 12.2.4 or Clause 12.2.5 below will be for the limited purpose of meeting regulatory requirements and shall not be deemed to be a document under which the transfer of any property of the Transferor Company takes place and the assets and liabilities of the Transferor Company shall be transferred solely pursuant to and in terms of this Scheme and the order of the Appropriate Authority sanctioning this Scheme.

12.2.5 Notwithstanding anything contained in this Scheme, with respect to the immovable properties of the Transferor Company in the nature of land and buildings situated in states other than the state of Maharashtra, whether owned or leased, for the purpose of, inter alia , payment of stamp duty and vesting in the Transferee Company, if the Transferee Company so decides, the Transferor Company and/ or the Transferee Company, whether before or after the Effective Date, may execute and register or cause to be executed and registered, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of the Transferee Company in respect of such immovable properties. Each of the immovable properties, only for the purposes of the payment of stamp duty (if required under Applicable Law), shall be deemed to be conveyed at a value determined by the relevant authorities in accordance with the applicable circle rates. The transfer of such immovable properties shall form an integral part of this Scheme.
12.2.6 All debts, liabilities, duties and obligations of the Transferor Company shall, without any further act, instrument or deed be transferred to, and vested in, and/ or deemed to have been transferred to, and vested in, the Transferee Company, so as to become on and from the Appointed Date, the debts, liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company, and it shall not be necessary to obtain the consent of any Person who is a party to contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this Clause 12.
12.2.7 On and from the Effective Date and till such time that the name of the bank accounts of the Transferor Company has been replaced with that of the Transferee Company, the Transferee Company shall be entitled to maintain and operate the bank accounts of the Transferor Company in the name of the Transferor Company and for such time as may be determined to be necessary by the Transferee Company. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Transferor Company after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company, if presented by the Transferee Company.
12.2.8 Unless otherwise agreed between the Transferor Company and the Transferee Company, the vesting of all the assets of the Transferor Company, as aforesaid, shall be along with the Encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such Encumbrances shall be confined only to the relevant assets of the Transferor Company or part thereof on or over which they are subsisting prior to the amalgamation of the Transferor Company with the Transferee Company, and no such Encumbrances shall extend over or apply to any other asset(s) of the Transferee Company.

12.2.9 Unless otherwise stated in this Scheme, all Permits, including the benefits attached thereto of the Transferor Company, shall be transferred to the Transferee Company from the Appointed Date, without any further act, instrument or deed and shall be appropriately mutated or endorsed by the Appropriate Authorities concerned therewith in favour of the Transferee Company as if the same were originally given by, issued to or executed in favour of the Transferee Company and the Transferee Company shall be bound by the terms, obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company to carry on the operations of the Transferor Company without any hindrance, whatsoever.
12.2.10 Without prejudice to the provisions as stated above, all trade and service names and marks, patents, copyrights, designs, goodwill which includes the positive reputation that the Transferor Company were enjoying to retain its clients, statutory licenses, infrastructural advantages, overall increase in market share, customer base, skilled employees, business claims, business information, business contracts, trade style and name, marketing and distribution channels, marketing or other commercial rights, customer relationship, trade secrets, information on consumption pattern or habits of the consumers in the territory, technical know-how, client records, KYC (know your customer) records/ POAs (power of attorney), authorisations, client details and other intellectual property rights of any nature whatsoever, books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), drawings, computer programs, manuals, data, catalogues, quotations, sales and advertising material, lists of present and former customers and suppliers, other customer information, customer credit information, customer pricing information and all other records and documents, whether in physical or electronic form relating to business activities and operations of the Transferor Company shall be transferred to the Transferee Company from the Appointed Date, without any further act, instrument or deed.
12.2.11 All contracts where the Transferor Company is a party, shall stand transferred to and vested in the Transferee Company pursuant to this Scheme becoming effective. The absence of any formal amendment which may be required by a third party to effect such transfer and vesting shall not affect the operation of the foregoing sentence. The Transferee Company shall, wherever necessary, enter into and/ or execute deeds, writings, confirmations or novations to all such contracts, if necessary, in order to give formal effect to the provisions of this Clause.
12.2.12 Provided that, upon this Scheme coming into effect, all inter-company transactions including loans, contracts executed or entered into by or inter se between the Transferor Company and the Transferee Company, if any, shall stand cancelled with effect from the Effective Date and neither the Transferor Company and/ or Transferee Company shall have any obligation or liability against the other party in relation thereto.
12.3 Without prejudice to the provisions of the foregoing sub-clauses of Clause 12.2, the Transferor Company and the Transferee Company may execute any and all instruments or documents and do all acts, deeds and things as may be required, including filing of necessary particulars and/ or modification(s) of charge, necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme. Any procedural requirements required to be fulfilled solely by the Transferor Company, shall be fulfilled by the Transferee Company as if it were the duly constituted attorney of the Transferor Company.

The Transferee Company shall take such actions as may be necessary and permissible to get the assets, Permits and contracts of the Transferor Company transferred and/ or registered in its name.

13. EMPLOYEES

13.1 Upon effectiveness of Part IV of the Scheme and with effect from the Effective Date, all employees of the Transferor Company shall become employees of the Transferee Company, without any interruption in service, on terms and conditions no less favourable than those on which they are engaged by the Transferor Company. The Transferee Company undertakes to continue to abide by any agreement/ settlement or arrangement, if any, entered into or deemed to have been entered into by the Transferor Company with any Persons in relation to the employees of the Transferor Company. The Transferee Company agrees that the services of all such employees with the Transferor Company prior to the transfer shall be taken into account for the purposes of all existing benefits to which the said employees may be eligible, including for the purpose of payment of any retrenchment compensation, leave balance, gratuity and other retiral/ terminal benefits.
13.2 The accumulated balances, if any, standing to the credit of the aforesaid employees in the existing provident fund, gratuity fund and superannuation fund of which they are members, will be transferred respectively to such provident fund, gratuity fund and superannuation funds nominated by the Transferee Company and/ or such new provident fund, gratuity fund and superannuation fund to be established by the Transferee Company, in accordance with Applicable Law and caused to be recognized by the Appropriate Authorities.

14. LEGAL PROCEEDINGS

Upon effectiveness of Part IV of the Scheme and with effect from the Effective Date, if any suit, cause of action, appeal or other legal, quasi-judicial, arbitral or other administrative proceedings of whatsoever nature by or against the Transferor Company pending on the Effective Date, the same shall not abate, be discontinued or be in any way prejudicially affected by anything contained in this Scheme, but such proceedings of the Transferor Company may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company as if this Scheme had not been made. On and from the Effective Date, the Transferee Company may initiate any legal proceeding for and on behalf of the Transferor Company.

15. TAXES/ DUTIES/ CESS

Upon effectiveness of Part IV of the Scheme and with effect from the Appointed Date, by operation of law pursuant to the order of the Appropriate Authority:

15.1 All the profits or income taxes (including but not limited to advance tax, tax deducted at source, tax collected at source, foreign tax credits, dividend distribution tax, minimum alternate tax credit, any credit for dividend distribution tax on dividend received by the Transferor Company), all input credit balances (including but not limited to CENVAT/ MODVAT, sales tax, applicable excise and customs duties, SGST, IGST and CGST credits under the goods and service tax laws) or any costs, charges, expenditure accruing to the Transferor Company in India and abroad or expenditure or losses arising or incurred or suffered by the Transferor Company shall for all purpose be treated and be deemed to be and accrue as the profits, taxes (namely advance tax, Tax deducted at source, Tax collected at source, dividend

distribution tax & foreign tax credits), tax losses, minimum alternate tax credit, dividend distribution tax credit, input credit balances (namely CENVAT/ MODVAT, sales tax, applicable excise and customs duties, SGST, IGST and CGST credits under the goods and service tax laws, income costs, charges, expenditure or losses of the Transferee Company, as the case may be.

15.2 If the Transferor Company is entitled to any benefits under incentive schemes and policies under Tax Laws, such as tax deferrals, exemptions, benefits and subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and all such benefits under all such incentive schemes and policies as mentioned above shall be available and stand vested in the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions.
15.3 Upon the Scheme becoming effective and with effect from the Appointed Date, the Transferee Company shall have the right to revise its financial statements and returns along with prescribed forms, filings and annexures under the Tax Laws and to claim refunds and/ or credit for Taxes paid and for matters incidental thereto, if required, to give effect to the provisions of the Scheme. The Transferee Company is expressly permitted to revise and file its income tax returns and other statutory returns, even beyond the due date, if required, including tax deducted/ collected at source returns, service tax returns, excise tax returns, sales tax/ value added tax/ goods and service tax returns, as may be applicable and has expressly reserved the right to make such provision in its returns and to claim refunds, advance tax credits, credit of tax deducted at source, credit of foreign Taxes paid/ withheld, etc. if any, as may be required for the purposes of implementation of the Scheme.
15.4 It is hereby clarified that in case of any refunds, benefits, incentives, grants, subsidies, etc., the Transferor Company, shall, if so required by the Transferee Company, issue notices in such form as the Transferee Company may deem fit and proper stating that pursuant to the Appropriate Authority having sanctioned this Scheme under Sections 230 to 232 of the Act, the relevant refund, benefit, incentive, grant, subsidies, be paid or made good or held on account of the Transferee Company, as the Person entitled thereto, to the end and intent that the right of the Transferor Company, to recover or realise the same, stands transferred to the Transferee Company.

16. CONSIDERATION

16.1 Immediately upon effectiveness of Part III of the Scheme, the Transferor Company will become a wholly owned subsidiary of the Transferee Company and the entire paid-up share capital of the Transferor Company will be held by the Transferee Company. Accordingly, upon amalgamation of the Transferor Company with the Transferee Company, there shall be no issue of shares as consideration for the said amalgamation.
16.2 Immediately upon effectiveness of Part IV of the Scheme, all equity shares of the Transferor Company held by the Transferee Company along with its nominees, shall stand cancelled without any further application, act, or deed.

17. ACCOUNTING TREATMENT

The Transferee Company shall comply with generally accepted accounting practices in India, provisions of the Act and accounting standards as notified by Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, in relation to the transactions in the Scheme including but not limited, to the following:

17.1 Upon Part IV of this Scheme coming into effect and after giving effect to the accounting treatment specified in the aforementioned Clause 9 of Part III of the Scheme and with effect from Appointed Date, the Transferee Company shall account for the amalgamation of the Transferor Company in accordance with “Pooling of Interest Method” laid down by Appendix C of Indian Accounting Standard 103 (Ind AS 103): (Business combinations of entities under common control), notified under the Act and/ or any other applicable Indian Accounting Standard as the case may be.
17.1.1 On and from the Appointed Date and subject to the provisions hereof, all assets, liabilities and reserves of the Transferor Company shall be recorded in the books of account of the Transferee Company at their existing carrying amounts and in the same form.
17.1.2 All equity shares of the Transferor Company held by the Transferee Company shall stand cancelled without any further application, act or deed.
17.1.3 The difference, if any, between the investments held by the Transferee Company and all assets, liabilities and reserves of the Transferor Company, will be transferred to capital reserve.
17.1.4 To the extent that there are inter-company loans, advances, deposits, balances or other obligations as between the Transferor Company and the Transferee Company, the obligation in respect thereof will come to an end and corresponding effect shall be given in the books of accounts and records of the Transferee Company for the reduction of any assets or liabilities as the case maybe and there would be no accrual of interest or any other charges in respect of such inter-company loans, deposits or balances, with effect from the Appointed Date.
17.1.5 In case of any difference in accounting policy between the Transferor Company and the Transferee Company, the impact of the same till the Appointed Date will be quantified and adjusted to the capital reserves, in the books of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy.

18. DISSOLUTION OF THE TRANSFEROR COMPANY

Immediately upon the effectiveness of Part IV of this Scheme, the Transferor Company shall stand dissolved without winding up and the Board and any committees thereof of the Transferor Company shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Transferor Company shall be struck off from the records of the concerned RoC.

19. COMBINATION OF AUTHORISED SHARE CAPITAL

19.1 Upon Part IV of this Scheme becoming effective, the authorised share capital of the Transferor Company as on the Effective Date will be combined with the authorised share capital of the Transferee Company and accordingly the authorised share capital of the Transferee Company shall stand increased without any further act, instrument or deed on the part of Transferee Company including payment of stamp duty and fees to RoC.
19.2 The memorandum of association and articles of association of the Transferee Company (relating to the authorized share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders of the

Transferee Company to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under the applicable provisions of the Act would be required to be separately passed, as the case may be, and for this purpose the stamp duty and fees paid on the authorized capital of the Transferor Company shall be utilized and applied to the increased authorized share capital of the Transferee Company.

19.3 Consequentially, Clause V of the memorandum of association of the Transferee Company shall without any act, instrument or deed be and stand altered, modified and amended, to reflect the increased combined authorised share capital as per Clause 19.1 above, pursuant to Sections 13, 61, 64, and other applicable provisions of the Act.
19.4 It is clarified that the approval of the shareholders of the Transferee Company to the Scheme shall be deemed to be their consent/ approval also to the alteration of the memorandum and articles of association of the Transferee Company as may be required under the Act.
19.5 The Transferee Company shall file with the RoC, all requisite forms and complete the compliance and procedural requirements under the Act, if any.

PART V

GENERAL TERMS & CONDITIONS

20. REMAINING BUSINESS OF THE DEMERGED COMPANY

20.1 The Remaining Business of the Demerged Company and all the assets, investments, liabilities and obligations of the Demerged Company, shall continue to belong to and be vested in and be managed by the Demerged Company. With effect from the Effective Date, only the Demerged Company shall be liable to perform and discharge all liabilities and obligations in relation to the Remaining Business of the Demerged Company and the Resulting Company/ Transferee Company shall not have any liability or obligation in relation to the Remaining Business of the Demerged Company.
20.2 All legal, Tax and/ or other proceedings by or against the Demerged Company under any statute, whether pending on the Effective Date or which may be instituted at any time thereafter, and relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power, liability, obligation or duties of the Demerged Company in respect of the Remaining Business of the Demerged Company) shall be continued and enforced against the Demerged Company. The Resulting Company/ Transferee Company shall in no event be responsible or liable in relation to any such legal, Tax or other proceedings in relation to the Remaining Business of the Demerged Company.
20.3 If the Resulting Company/ Transferee Company is in receipt of any demand, claim, notice and/ or is impleaded as a party in any proceedings before any Appropriate Authority, in each case in relation to the Remaining Business of the Demerged Company, the Resulting Company/ Transferee Company shall, in view of the transfer and vesting of the Demerged Undertaking, pursuant to this Scheme, take all such steps in the proceedings before the Appropriate Authority to substitute the Resulting Company/ Transferee Company with the Demerged Company. However, if the Resulting Company/ Transferee Company, is unable to get the Demerged Company so substituted in such proceedings, it shall defend the same or deal with such demand in accordance with the advice of the Demerged Company and at the cost of the Demerged Company and the latter shall reimburse the Resulting Company/ Transferee

Company, against all liabilities and obligations incurred by or against the Resulting Company/ Transferee Company, in respect thereof.

21. VALIDITY OF EXISTING RESOLUTIONS, ETC.

Upon the coming into effect of this Scheme, the resolutions/ power of attorney of/ executed by the Demerged Company in relation to the Demerged Undertaking and the Transferor Company, as the case may be, as considered necessary by the Board of the Demerged Company in relation to the Demerged Undertaking and the Transferor Company, as the case may be, and that are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolutions and power of attorney passed/ executed by the Resulting Company/ Transferee Company and if any such resolutions have any monetary limits approved under the provisions of the Act, or any other applicable statutory provisions, then said limits as are considered necessary by the Board of the Demerged Company and/ or the Transferor Company, as the case may be, shall be added to the limits, if any, under like resolutions passed by the Resulting Company/ Transferee Company, and shall constitute the aggregate of the said limits in Resulting Company/ Transferee Company.

22. DIVIDENDS

22.1 The Parties shall be entitled to declare and pay dividends to their respective shareholders in the ordinary course of business, whether interim or final.
22.2 It is clarified that the aforesaid provisions in respect of declaration of dividends (whether interim or final) are enabling provisions only and shall not be deemed to confer any right on any shareholder of any of the Parties, as the case may be, to demand or claim or be entitled to any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the Board of respective Parties, and subject to approval, if required, of the shareholders of the respective Parties.

23. CONDUCT OF BUSINESS UPTO THE EFFECTIVE DATE

23.1 With effect from the date of approval of the Scheme by the Board of the Parties and up to and including the Appointed Date, the Demerged Company with respect to Demerged Undertaking and the Transferor Company shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of the assets for and on account of, and in trust for the Resulting Company/ Transferee Company.
23.2 With effect from the Appointed Date and up to and including the Effective Date:
23.2.1 The Transferor Company and the Demerged Company with respect to the Demerged Undertaking, shall carry on their respective businesses with reasonable diligence and business prudence and in the same manner as the Transferor Company and the Demerged Company had been doing hitherto;
23.2.2 The Transferor Company and the Demerged Company with respect to the Demerged Undertaking, shall be entitled, pending the sanction of the Scheme, to apply to the Appropriate Authorities concerned as necessary under Applicable Law for such consents, approvals and sanctions which the Resulting Company/ Transferee Company may respectively require to carry on the relevant business of the Transferor Company or the Demerged Company and to give effect to the Scheme.

23.2.3 For the purpose of giving effect to the order passed under Sections 230 to 232 and other applicable provisions of the Act in respect of this Scheme by the Tribunal, the Resulting Company/ Transferee Company shall, at any time pursuant to the orders approving this Scheme, be entitled to get the recordal of the change in the legal right(s) upon demerger of the Demerged Undertaking and amalgamation of the Transferor Company, in accordance with the provisions of Sections 230 to 232 of the Act. The Resulting Company/ Transferee Company shall always be deemed to have been authorized to execute any pleadings, applications, forms, etc., as may be required to remove any difficulties and facilitate and carry out any formalities or compliances as are necessary for the implementation of this Scheme. For the purpose of giving effect to the vesting order passed under Section 232 of the Act in respect of this Scheme, the Resulting Company/ Transferee Company shall be entitled to exercise all rights and privileges, and be liable to pay all taxes and charges and fulfil all its obligations, in relation to or applicable to all immovable properties, including mutation and/ or substitution of the ownership or the title to, or interest in the immovable properties which shall be made and duly recorded by the Appropriate Authority(ies) in favour of the Resulting Company/ Transferee Company pursuant to the sanction of the Scheme by the Tribunal and upon the effectiveness of this Scheme in accordance with the terms hereof, without any further act or deed to be done or executed by the Resulting Company/ Transferee Company. It is clarified that the Resulting Company/ Transferee Company shall be entitled to engage in such correspondence and make such representations, as may be necessary, for the purposes of the aforesaid mutation and/ or substitution.

24. PROPERTY IN TRUST

Notwithstanding anything contained in this Scheme, on or after Effective Date, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom pertaining to the Demerged Undertaking are transferred, vested, recorded, effected and/ or perfected, in the records of any Appropriate Authority, regulatory bodies, any third party, or otherwise, in favour of the Resulting Company/ Transferee Company, the Resulting Company/ Transferee Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in the records of the Appropriate Authorities and till such time as may be mutually agreed by the Resulting Company/ Transferee Company, the Demerged Company will continue to hold the property and/ or the asset, license, permission, approval, contract or agreement and rights and benefits arising therefrom, as the case may be, in trust for and on behalf of, the Resulting Company/ Transferee Company.

25. FACILITATION PROVISIONS

25.1 Immediately upon the Scheme being effective, the Demerged Company and the Resulting Company/ Transferee Company shall enter into agreements as may be necessary, inter alia in relation to use of office space, land, building, manufacturing facilities, infrastructure facilities, information technology services, security personnel, trademarks and other intellectual property rights, legal, administrative and other services, etc. on such terms and conditions that may be mutually agreed between them.
25.2 Without prejudice to the generality of the foregoing Clause 25.1 above, immediately upon the Scheme being effective, the Demerged Company and the Resulting Company/ Transferee

Company shall enter into necessary agreements whereby, the Demerged Company shall provide shared services viz. accounting, tax, human resources, legal, secretarial, research and development etc. to the Resulting Company/ Transferee Company on such terms and conditions that may be mutually agreed between them.

25.3 Immediately upon the Scheme being effective, all brands, trademarks, logos, trade and corporate name and such intellectual property rights common to the Scientific and Industrial Products Business and the Remaining Business, shall be made available by the Demerged Company for the use of the Resulting Company/ Transferee Company, for such period as may be mutually decided by the Boards of the Demerged Company and the Resulting Company/ Transferee Company, without any charges/ fees/ levies/ costs.
25.4 The transactions of sale and purchase of products between the Demerged Company and the Resulting Company/ Transferee Company from the Appointed Date and until the Effective Date, shall be recorded on an arm’s length basis in their respective books of accounts.
25.5 Immediately upon the Scheme being effective, the Demerged Company and the Resulting Company/ Transferee Company shall enter into necessary agreement(s) on mutually agreed terms, for purchase and sale of the consumer products manufactured by the Resulting Company/ Transferee Company at Bharuch facility.
25.6 It is clarified that approval of the Scheme by the shareholders of the Parties under Sections 230 to 232 of the Act shall be deemed to have their approval under Section 188 and other applicable provisions of the Act and Regulation 23 and other applicable regulations of SEBI LODR Regulations and that no separate approval of the Board or audit committee or shareholders shall be required to be sought by the Parties.
25.7 It is clarified that all guarantees provided by the Demerged Company in respect of the Demerged Undertaking and the Transferor Company shall be valid and subsisting till adequate arrangements/ guarantees have been provided in respect of the same by the Resulting Company/ Transferee Company.

APPLICATIONS/ PETITIONS TO THE TRIBUNAL

26.1 The Parties shall make and file all applications and petitions under sections 230 to 232 and other applicable provisions of the Act before the Tribunal, for sanction of this Scheme under the provisions of the Act.
26.2 The Parties shall be entitled, pending the sanction of the Scheme, to apply to any Appropriate Authority, if required, under any Applicable Law for such consents and approvals which the Resulting Company/ Transferee Company may require to own the assets and/ or liabilities of the Transferor Company or the Demerged Undertaking, as the case may be, and to carry on the business of the Transferor Company and the Demerged Undertaking, as the case may be.

MODIFICATION OR AMENDMENTS TO THIS SCHEME

27.1 The Board of the Parties may make any modifications or amendments to this Scheme at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or appropriate. The Board of the Parties may consent to any conditions or limitations that the Tribunal or any other Appropriate Authority may impose.
27.2 For the purposes of giving effect to this Scheme, the Board of the Parties may give such directions including directions for settling any question or difficulty that may arise and such

directions shall be binding on all Parties as if the same were specifically incorporated in this Scheme.

28. CONDITIONS PRECEDENT

28.1 Unless otherwise decided (or waived) by the relevant Parties, the Scheme is conditional upon and subject to the following conditions precedent:
28.1.1 obtaining no-objection letter from Stock Exchanges in relation to the Scheme under Regulation 37 of the SEBI LODR Regulations;
28.1.2 approval of the Scheme by the requisite majority of each class of shareholders and such other classes of persons of the Parties, as applicable or as may be required under the Act and as may be directed by the Tribunal;
28.1.3 the sanctions and orders of the Tribunal, under Sections 230 to 232 of the Act being obtained by the Parties; and
28.1.4 certified/ authenticated copies of the orders of the Tribunal, sanctioning the Scheme, being filed with the RoC having jurisdiction over the Parties.
28.2 Without prejudice to Clause 28.1 and subject to the satisfaction or waiver of the conditions mentioned in Clause 28.1 above, the Scheme shall be made effective in the order as contemplated below:
28.2.1 Part II of the Scheme shall be made effective;
28.2.2 Immediately upon effectiveness of Part II of the Scheme, Part III of the Scheme shall be made effective; and
28.2.3 Immediately thereafter, Part IV of the Scheme shall be made effective.
28.3 It is hereby clarified that submission of this Scheme to the Tribunal and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that the respective Parties may have under or pursuant to all Applicable Laws.
28.4 On the approval of this Scheme by the shareholders and such other classes of Persons of the said Parties, if any, the shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the demerger, amalgamation, capital reduction set out in this Scheme, related matters and this Scheme itself.
WITHDRAWAL OF THIS SCHEME AND NON-RECEIPT OF APPROVALS
29.1 Parties, acting jointly, shall be at liberty to withdraw the Scheme, any time before the Scheme is effective.
29.2 In the event of withdrawal of the Scheme under Clause 29.1 above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other Person.
29.3 In the event of any of the requisite sanctions and approvals not being obtained on or before such date as may be agreed to by the Parties, this Scheme or relevant part(s) of this Scheme

shall become null and void and each Party shall bear and pay its respective costs, charges and expenses for and/ or in connection with this Scheme.

30. COSTS AND TAXES

All costs, charges and expenses (including, but not limited to, any taxes and duties, registration charges, etc.) of the Parties, respectively in relation to carrying out, implementing and completing the terms and provisions of this Scheme and/ or incidental to the completion of this Scheme shall be paid by the Demerged Company and/ or the Resulting Company/ Transferee Company.

ANNEXURE II

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��

Private and Confidential

January 03, 2023

The Board of Directors Borosil Limited 1101, Crescenzo, G-Block, Opp. MCA Club, Bandra-Kurla Complex, Bandra East, Mumbai – 400 051.

The Board of Directors Klass Pack Limited 1101, Crescenzo, G-Block, Opp. MCA Club, Bandra-Kurla Complex, Bandra East, Mumbai – 400 051.

Dear Sir/Madam,

Ref: Abridged Prospectus of Klass Pack Limited Sub: Due Diligence Certificate for the Abridged Prospectus of Klass Pack Limited

This has reference to the Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 amongst Borosil Limited (“Demerged Company” or “BL”) and Klass Pack Limited (“Resulting Company” or “Transferee Company” or “KPL” or “Company”) and Borosil Technologies Limited (“Transferor Company” or “BTL”) and their respective shareholders and creditors (“Composite Scheme”).

This has further reference to our engagement with the Demerged Company for inter-alia certifying the accuracy and adequacy of disclosures pertaining to the Resulting Company made in the abridged prospectus dated January 03, 2023, prepared by the Resulting Company in terms of the requirement specified in the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time, read with SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time.

We, as SEBI registered Merchant Banker(s) state and confirm as follows in respect of above proposed Composite Scheme:

�� We have examined various documents including those relating to litigation, including outstanding litigation, claims and regulatory actions and other material while finalizing the Abridged Prospectus as mentioned above;
�� On the basis of such examination and the discussions with the Resulting Company, its directors and other officers, other agencies, and independent verification of the statements concerning the objects of the Composite Scheme and the contents of the documents and other papers furnished by the Resulting Company, WE CONFIRM that:
�� the Abridged Prospectus is in conformity with the documents, materials and papers relevant to the Composite Scheme;

Page 1 of 2

Keynote Financial Services Limited

The Ruby, 9[th] Floor, Senapati Bapat Marg, Dadar (West), Mumbai 400028 Tel : 91 22 6826 6000 Fax : 91 22 6826 6088 Email : [email protected] Website : www.keynoteindia.net CIN – L67120MH1993PLC072407

192

��

�� all material legal requirements relating to the Composite Scheme as also the regulations, guidelines, instructions, etc. framed / issued by the SEBI, the Central Government and any other competent authority in this behalf have been duly complied with; and
�� the disclosures made in the Abridged Prospectus are true, fair and adequate to enable the investors to make a well informed decision as to the proposed Composite Scheme and such disclosures are in accordance with the requirements provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent applicable, the Companies Act, 2013, and other applicable provisions / legal requirements.

The above confirmation is based on the information furnished and explanations provided to us by the management of the Resulting Company assuming the same is complete and accurate in all material aspects on an as is basis. We have relied upon financials, information and representations furnished to us on an as is basis and have not carried out an audit of such information. Our scope of work does not constitute an audit of financial information and accordingly we are unable to and do not express an opinion on the fairness of any such financial information referred to in the Abridged Prospectus. This certificate is a specific purpose certificate issued in terms of the SEBI requirements and hence, it should not be used for any other purpose or transaction. The certificate is not, nor should it be construed to be, a certification of compliance of the Scheme with the provisions of the applicable Law including company, taxation and securities markets related laws or as regards to any legal implications or issues arising thereon, except for the purpose expressly mentioned herein.

We express no opinion whatsoever and make no recommendation at all as to the Resulting Company’s underlying decision to effect the Composite Scheme or as to how the equity shareholders of the Demerged Company and the unsecured creditors of the Demerged Company, the Resulting Company and the Transferor Company should vote at their respective meetings held in connection with the proposed Composite Scheme. We do not express and should not be deemed to have expressed any views on any other terms of the Composite Scheme or its success. We also express no opinion, and accordingly, accept no responsibility for or as to the financial performance of the Resulting Company, the Transferor Company and the Demerged Company following the consummation of the Composite Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in the Demerged Company or the Resulting Company or any of their related parties (holding company/ subsidiaries/ associates, etc.)

For Keynote Financial Services Limited

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Name: Uday S. Patil Designation: Director – Investment Banking SEBI Registration Number: INM000003606

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ANNEXURE XI

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Private and Confidential

��

January 03, 2023

The Board of Directors Borosil Limited 1101, Crescenzo, G-Block, Opp. MCA Club, Bandra-Kurla Complex, Bandra East, Mumbai – 400 051.

The Board of Directors Borosil Technologies Limited 1101, Crescenzo, G-Block, Opp. MCA Club, Bandra-Kurla Complex, Bandra East, Mumbai – 400 051.

Dear Sir/Madam,

Ref: Abridged Prospectus of Borosil Technologies Limited Sub: Due Diligence Certificate for the Abridged Prospectus of Borosil Technologies Limited

This has reference to the Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 amongst Borosil Limited (“Demerged Company” or “BL”) and Klass Pack Limited (“Resulting Company” or “Transferee Company” or “KPL”) and Borosil Technologies Limited (“Transferor Company” or “Company” or “BTL”) and their respective shareholders and creditors (“Composite Scheme”).

This has further reference to our engagement with the Demerged Company for inter-alia certifying the accuracy and adequacy of disclosures pertaining to the Transferor Company made in the abridged prospectus dated January 03, 2023, prepared by the Transferor Company in terms of the requirement specified in the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time, read with SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time.

We, as SEBI registered Merchant Banker(s) state and confirm as follows in respect of above proposed Composite Scheme:

�� We have examined various documents including those relating to litigation, including outstanding litigation, claims and regulatory actions and other material while finalizing the Abridged Prospectus as mentioned above;
�� On the basis of such examination and the discussions with the Transferor Company, its directors and other officers, other agencies, and independent verification of the statements concerning the objects of the Composite Scheme and the contents of the documents and other papers furnished by the Transferor Company, WE CONFIRM that:
�� the Abridged Prospectus is in conformity with the documents, materials and papers relevant to the Composite Scheme;
�� all material legal requirements relating to the Composite Scheme as also the regulations, guidelines, instructions, etc. framed / issued by the SEBI, the Central Government and any other competent authority in this behalf have been duly complied with; and

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��

�� the disclosures made in the Abridged Prospectus are true, fair and adequate to enable the investors to make a well informed decision as to the proposed Composite Scheme and such disclosures are in accordance with the requirements provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent applicable, the Companies Act, 2013, and other applicable provisions / legal requirements.

The above confirmation is based on the information furnished and explanations provided to us by the management of the Transferor Company assuming the same is complete and accurate in all material aspects on an as is basis. We have relied upon financials, information and representations furnished to us on an as is basis and have not carried out an audit of such information. Our scope of work does not constitute an audit of financial information and accordingly we are unable to and do not express an opinion on the fairness of any such financial information referred to in the Abridged Prospectus. This certificate is a specific purpose certificate issued in terms of the SEBI requirements and hence, it should not be used for any other purpose or transaction. The certificate is not, nor should it be construed to be, a certification of compliance of the Scheme with the provisions of the applicable Law including company, taxation and securities markets related laws or as regards to any legal implications or issues arising thereon, except for the purpose expressly mentioned herein.

We express no opinion whatsoever and make no recommendation at all as to the Transferor Company’s underlying decision to effect the Composite Scheme or as to how the equity shareholders of the Demerged Company and the unsecured creditors of the Demerged Company, the Resulting Company and the Transferor Company should vote at their respective meetings held in connection with the proposed Composite Scheme. We do not express and should not be deemed to have expressed any views on any other terms of the Composite Scheme or its success. We also express no opinion, and accordingly, accept no responsibility for or as to the financial performance of the Resulting Company, the Transferor Company and the Demerged Company following the consummation of the Composite Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in the Demerged Company or the Resulting Company or any of th eir related parties (holding company/ subsidiaries/ associates, etc.)

For Keynote Financial Services Limited

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Name: Uday S. Patil Designation: Director – Investment Banking SEBI Registration Number: INM000003606

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ANNEXURE XII

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DCS/AMAL/MJ/IP/2430/2022-23 “E-Letter”

August 01, 2022

The Company Secretary, Borosil Ltd.

1101, Crescenzo, G-Block, 11th Floor, Opp.MCA Club, Bandra Kurla Complex, Bandra East,, Mumbai- 400051.

Dear Sir,

Sub: Observation letter regarding the Composite Scheme of Arrangement amongst Borosil Limited and Klass Pack Limited and Borosil Technologies Limited and their respective Shareholders and Creditors.

We are in receipt of the Composite Scheme of Arrangement of Borosil Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated August 01, 2022 has inter alia given the following comment(s) on the draft scheme of Arrangement:

a) “Company shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.”
b) “Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”
c) “Company shall ensure compliance with the said circular issued from time to time.”
d) “The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of the transferor Companies are transferred to the transferee Company.”
e) “Company is advised that the information pertaining to all the Unlisted Companies involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.”
f) “Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”
g) “Company is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.”
h) “Company is advised that the proposed equity shares to be issued in terms of the Scheme shall mandatorily be in demat form only.”
i) “Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.”
j) “No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

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k) “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon’ble NCLT and the company is obliged to bring the observations to the notice of Hon’ble NCLT."
l) “Company is advised to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”
m) “It is to be noted that the petitions are filed by the company before Hon’ble NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT. Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose Information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

However, the listing of equity shares of Klass Pack Limited shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Further, Klass Pack Limited shall comply with SEBI Act, Rules, Regulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

The Company shall fulfill the Exchange’s criteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of shares of Klass Pack Limited is at the discretion of the Exchange. In addition to the above, the listing of Klass Pack Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about Klass Pack Limited in line with the disclosure requirements applicable for public issues with BSE, for making the same available to the public through the website of the Exchange. Further, the company is also advised to make the same available to the public through its website.
To publish an advertisement in the newspapers containing all Klass Pack Limited in line with the details required as per the aforesaid SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.
To disclose all the material information about Klass Pack Limited on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.

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The following provisions shall be incorporated in the scheme:
I. The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange.”
II. “There shall be no change in the shareholding pattern of Klass Pack Limited between the record date and the listing which may affect the status of this approval.”

Further you are also advised to bring the contents of this letter to the notice of your shareholders, all relevant authorities as deemed fit, and also in your application for approval of the scheme of Arrangement.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be Six Months from the date of this Letter , within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted . You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully, Sd/-

Rupal Khandelwal Assistant General Manager

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ANNEXURE XIII

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Ref: NSE/LIST/30179_II

August 01, 2022

The Company Secretary Borosil Limited 1101, 11[th] Floor, Crescenzo, G-Block, Plot No, C-38, Opp. MCA Club. Bandra Kurla Complex, Bandra (East), Mumbai - 40005.

Kind Attn.: Ms. Anshu Agarwal

Dear Madam,

Sub: Observation Letter for Draft Composite scheme of arrangement amongst Borosil Limited (“Demerged Company”) and Klass Pack Limited (“Resulting Company” or “Transferee Company”) and Borosil Technologies Limited (“Transferor Company”) and their respective shareholders and Creditors.

We are in receipt of Draft Composite scheme of arrangement amongst Borosil Limited (“Demerged Company”) and Klass Pack Limited (“Resulting Company” or “Transferee Company”) and Borosil Technologies Limited (“Transferor Company”) and their respective shareholders and Creditors vide application dated February 25, 2022.

Based on our letter reference no. NSE/LIST/30179 dated May 19, 2022, submitted to SEBI and pursuant to SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 and Regulation 94(2) SEBI (LODR) Regulations 2015, kindly find following comments on the draft scheme:

a. Company shall ensure disclosure of all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.
b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter is displayed on the websites of the listed company and the Stock Exchanges.
c. Company shall ensure compliance with the SEBI circulars issued from time to time.
d. The entities involved in the scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
e. Company shall ensure that information pertaining to all the unlisted Companies involved in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E This Document is Digitally Signed of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal Signer: DIPTI VIPIL CHINCHKHEDE
accompanying resolution to be passed, which is sent to the shareholders for seeking approval. Date: Mon, Aug 1, 2022 17:56:04 IST Location: NSE

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Continuation Sheet

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f. Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
g. Company shall ensure that the details of the proposed scheme under consideration as provided to the stock exchange shall be prominently disclosed in the notice sent to the shareholders.
h. Company shall ensure that the proposed equity shares to be issued in terms of the “scheme” shall mandatorily be in a demat form only.
i. Company shall ensure that the “scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
j. Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ tribunals shall be made without specific written consent of SEBI.
k. Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.
l. Company to comply with the all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.
m. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT. This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Mon, Aug 1, 2022 17:56:04 IST Location: NSE

211

Continuation Sheet

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The Company should also fulfil the Exchange’s criteria for listing of such company and also comply with other applicable statutory requirements. However, the listing of shares of Klass Pack Limited is at the discretion of the Exchange.

The listing of Klass Pack Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about Klass Pack Limited and its group companies in line with the disclosure requirements applicable for public issues with National Stock Exchange of India Limited (“NSE”) for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

��e deemed or construed that the Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided for the unlisted Company; does not in any manner take any responsibility for the financial or other ��

To publish an advertisement in the newspapers containing all the information about Klass Pack Limited in line with the details required as per SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.
To disclose all the material information about Klass Pack Limited to NSE on the continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.
The following provision shall be incorporated in the scheme:
(a) “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”

(b) “There shall be no change in the shareholding pattern or control in Klass Pack Limited between the record date and the listing which may affect the status of this approval.”

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Mon, Aug 1, 2022 17:56:04 IST Location: NSE

212

Continuation Sheet

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The validity of this “Observation Letter” shall be six months from August 01, 2022 within which the scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Mon, Aug 1, 2022 17:56:04 IST Location: NSE

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ANNEXURE XIV

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ANNEXURE XV

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ANNEXURE XVI

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Borosil Limited (“Company”), its promoters and directors

(Status as on October 31, 2022)

Sr. No	Court / Tribunal / Authority	Parties	Brief Summary of case	Current status	Against (Company / Promoter / Director)	Remarks
1	Civil Judge Senior Division, Chandigarh	The Postgraduate Institute of Medical Education & Research Vs Borosil Glass Works Limited	The Postgraduate Institute of Medical Education & Research (“PGI”) had filed a suit in 2019 against Borosil Glass Works Limited to claim the refund of Rs. 21,13,958 with interest per annum for not giving benefit of discount / difference of discount to PGI which Borosil had given to other premiere institutes.	Written Statement was filed by the Company in December 2021 and same has been taken on record by order dated 16thAugust, 2022. The Revision application filed against the said order is currently pending.	Company	This matter of Borosil Glass Works Limited has been transferred to the Company pursuant to the Composite Scheme of Amalgamation and Arrangement approved by National Company Law Tribunal, Mumbai Bench on 15 January 2020.
2	Bombay High Court	Tata Motors Limited Vs Borosil Glass Works Limited	The Arbitral Tribunal in Arbitration Petition filed by Tata Motors Limited against Borosil Glass Works Limited (“BGWL”) in 2009, for claiming reimbursement of depreciation amount disallowed by the Deputy Commissioner of Income Tax in 2003 on the equipment’s leased by Tata Motors Limited to BGWL, had issued an award in favour of Tata Motors Limited, whereby BGWL was directed to pay Rs. 26,30,662/- with interest and cost of arbitration of Rs. 5,00,000/-. Aggrieved by the said award, BGWL had filed a petition before the Bombay High Court for setting aside the said award. The Bombay High Court��its order passed in 2015, set aside the said award. Tata Motors Limited has filed an appeal challenging the order	The Appeal has been admitted by Bombay High Court and is pending for final hearing.	Company	This matter of Borosil Glass Works Limited has been transferred to the Company pursuant to the Composite Scheme of Amalgamation and Arrangement approved by National Company Law Tribunal, Mumbai Bench on 15 January 2020.

218

Sr. No	Court / Tribunal / Authority	Parties	Brief Summary of case	Current status	Against (Company / Promoter / Director)	Remarks
			passed by the Bombay High Court.
3	District Commissioner Consumer Disputes Redressal Commission Chandigarh	Kuldip Singh Vs 1. Borosil Limited 2. Borosil Renewables Limited 3. Bombay Stock Exchange, Mumbai 4 Bombay Stock Exchange, Chandigarh 5. Karvy Stock Broking Limited 6. Securities and Exchange Board of India	Kuldeep Singh ("the Complainant") has filed the Consumer Case against the Company and others to claim his lost holdings (shares), compensation and cost towards litigation, as a result of unauthorised action on part of Karvy Stock Broking Limited.	BL and BRL have filed the Written Statement in May 2022 and now the matter is pending for further proceedings.	Company
4	Motor Accident Claims Tribunal, Thiruvanantha puram	Ratheeshkumar Krishnankutty Pillai & others Vs Borosil Limited & others	Mr. Ratheeshkumar Krishanankutty Pillai while riding his motor cycle at high speed on the Sojat- Jodhpur road met with an accident against the Company’s car (which is insured with Royal Sundaram General Insurance Co. Ltd.) and succumbed to death due to head injuries. Relatives of late Mr. Ratheeshkumar have approached the Motor Accident Claims Tribunal for compensation of Rs. 2,00,00,000 from the Company& others.	The matter is pending before Motor Accident Claims Tribunal.	Company
5	Chief Judicial Magistrate, Thane	As specified in Brief Summary of Case	M. A. Parulekar, Sr. Inspector and S.A. Bobade, Inspector, appointed under Maharashtra Private Security Guards Act, have filed cases in 2017 and 2020 before Chief Judicial Magistrate, Thane, for violations of Private Security Guards Scheme which provides that Registered Principal Employer should employ only those Security Guardswho are allotted as	These matters are pending before the respective authorities for hearing and further proceedings.	Company	These matters of Borosil Glass Works Limited have been transferred to the Company pursuant to the Composite Scheme of Amalgamation and Arrangement approved by National Company Law Tribunal, Mumbai

219

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Sr. Court / Parties Brief Summary of case Current status Against Remarks
No Tribunal / (Company
Authority / Promoter
/ Director)
per the provisions of the Bench, on 15
said Scheme. January 2020.
6 As specified in As specified in Borosil Glass Works These matters are Company These matters of
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Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks
per the provisions of the said Scheme. Bench, on 15 January 2020.
6	As specified in	As specified in	Borosil Glass Works	These matters are	Company	These matters of
	Brief Summary of Case	Brief Summary of Case	Limited (“BGWL”) had conveyed certain properties located in Marol, Mumbai to Ghatalia family in exchange for certain properties conveyed in favour of BGWL as described in the registered Deed of Exchange in April 1974 (“Ghatalia DOE”). BGWL had also conveyed certain properties located in Marol, Mumbai to Lone family in exchange for certain properties conveyed in favour of BGWL as described in the registered Deed of Exchange (“LONE DOE”) in April 1974. Thereafter, BGWL conveyed its property (including the property received in exchange from Ghatalia Family and Lone Family), located in Marol, Mumbai, as described in the Neepa DOC (as defined hereinafter), to Neepa Real Estate Private Limited (“Neepa”) in 2010 vide a registered Deed of Conveyance (“Neepa DOC)”. In 2014, Viresh Ghatalia and Shailesh Ghatalia filed the suit before the Bombay High Court, against Neepa, BGWL and others, claiming right over the property conveyed to BGWL by Ghatalia family through the Ghatalia DOE which was subsequently conveyed by BGWL to Neepa pursuant Neepa	pending before the respective authorities for hearing and further proceedings.		Borosil Glass Works Limited have been transferred to the Company pursuant to the Composite Scheme of Amalgamation and Arrangement approved by National Company Law Tribunal, Mumbai Bench, on 15 January 2020.

220

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Sr. Court / Parties Brief Summary of case Current status Against Remarks
No Tribunal / (Company
Authority / Promoter
/ Director)
DOC. The plaintiffs have
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Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks	Sr. No Court / Tribunal / Authority Parties Brief Summary of case Current status Against (Company / Promoter / Director) Remarks
			DOC. The plaintiffs have
			prayed for a declaration that the conveyance to Neepa be set aside to the extent of suit property or in the alternative if plaintiffs are successful in their ownership claim but for any reason such ownership cannot be granted then decree against Neepa and Borosil jointly and severally for payment of 60 crores along with interest @18% p.a. from the date of the suit till payment and/or realization thereof. Neepa had made a statement before the Bombay High Court that Neepa will not carry out any construction on the said property or create any third party rights without prior notice. The matter is sub-judice and will be listed in due course. In 2021, Mr. Manish Lone had preferred an appeal before Sub- Divisional Officer, to include his name in 7/12 extract, as the location of the plot belonging to Mr. Lone as per Lone DOE was unclear and accordingly prayed for determination and demarcation. Neepa has filed the intervening application to include its name in the appeal and same was heard and reserved for orders. In 2015, Placidus D'Mello (“D’Mello”) had filed suit against the BGWL and Neepa, in the Dindoshi Court claiming tenancy rights over the certain portion of property which BGWL had conveyed to Neepa in 2010 through Neepa DOC. D’Mello

221

Sr. No	Court / Tribunal / Authority	Parties	Brief Summary of case	Current status	Against (Company / Promoter / Director)	Remarks
			claimed that they were cultivating the said land without substantial evidence. No adverse orders have been passed till date. D’Mello had also filed application before the Tahsildar to include his name in under 7/12 extract which was rejected�� order dated 30 November 2015. Being aggrieved by the order of Tahisilar, D’Mello had filed the appeal before Sub- Divisional Officer which was also rejected�� order dated 26 July 2017. Being aggrieved by the order of Sub- Divisional Officer, D’Mello filed revision application before Maharashtra Revenue Tribunal which was disposed of vide order dated 5 October 2020 with the direction for remanding back the matter to Tahsilar to decide the matter. The matter is sub-judice and will be listed in due course.
7	High Court of Rajasthan	Borosil Limited Vs Assistant Commissioner o f Commercial Taxes, Jaipur	The Rajasthan Commercial Tax Department has raised a demand for F.Y.2011-12 to F.Y. 2014-15 of Entry Tax on the Company towards purchase of transfer paper and ceramic color brought to the state of Rajasthan (purchased from other states). The Company had filed appeals against the above demand before the Rajasthan Tax Board, wherein the said Board decided to dispose of the demand of entry tax raised on ceramic color by the Rajasthan Commercial Tax Department.	The matters are pending before Rajasthan High Court for hearing	Company	-

222

Sr. No	Court / Tribunal / Authority	Parties	Brief Summary of case	Current status	Against (Company / Promoter / Director)	Remarks
			The Company has filed appeals before the Rajasthan High Court against the orders passed by Rajasthan Tax Board with respect to demand pertaining to entry tax on transfer paper. A claim amount of Rs. 16,81,855 (aggregate entry tax plus interest for FY 2011-12 to 2014-15) is involved in these appeals. The said amount has already been paid under protest.
8	Commissioner of Income Tax (CIT) Appeals	Borosil Limited Vs Assessing Officer Income Tax	The Company has filed an appeal with CIT Appeals for the FY 2015-16 (AY 2016-17) against the order of Assessing Officer disallowing interest expenses of Rs. 1.39 crore on the unsecured loan, by treating it as a ‘Prior Period Item’.	The matter is pending before CIT Appeals.	Company
9	Commissioner of Income Tax (CIT) Appeals	Shreevar Kheruka Vs Assistant Commissioner of Income Tax (Circle 29 Kolkata)	An appeal has been filed by Mr. Shreevar Kheruka, Managing Director and Chief Executive Officer of the Company, before CIT Appeals, against the order of Assistant Commissioner of Income Tax disallowing exemption on his dividend income under Income Tax Act in respect of assessment year 2018-19. An amount of Rs.9,82,210 is involved in this appeal.	Appeal is pending before CIT Appeals for hearing.	Promoter and Director	-
10	Commissioner of Income Tax (CIT) Appeals	Kiran Kheruka Vs Assistant Commissioner of Income Tax CPC, Bengaluru	An appeal has been filed by Mrs. Kiran Kheruka, member of promoter group of the Company, before CIT Appeals against the order of Assistant Commissioner of Income Tax CPC, disallowing dividend income exemption under Income Tax Act in respect of assessment year 2017- 18. An amount of Rs.7,80,090 is involved in this appeal.	Appeal is pending before CIT Appeals for hearing.	Member of Promoter Group

223

Sr. No	Court / Tribunal / Authority	Parties	Brief Summary of case	Current status	Against (Company / Promoter / Director)	Remarks
11	Commissioner of Income Tax (CIT) Appeals	Kewal Handa Vs Income Tax Authority	The Assessing Officer of the Income Tax Department, had raised a demand of Rs. 94,01,252 (plus interest) against Mr. Kewal Handa, Director of the Company, under Section 143(3) of the Income Tax Act, 1961 in respect of capital gains pertaining to AY 2016-17. An Appeal has been filed by Mr. Kewal Handa against the said demand raised by the Assessing Officer.	The matter is pending before CIT Appeals.	Director	-
12	Commissioner of Income Tax (CIT) Appeals	Kewal Handa Vs Income Tax Authority	The Assessing Officer of the Income Tax Department, had raised a demand of Rs. 2,89,24,360 (plus interest) against Mr. Kewal Handa, Director of the Company, under Section 143(3) of the Income Tax Act, 1961 in respect of capital gains pertaining to AY 2020-21. An Appeal has been filed by Mr. Kewal Handa against the said demand raised by the Assessing Officer.	The matter is pending before CIT Appeals.	Director
13	Appellate Authority under Building and other Construction Workers Welfare	Borosil Limited Vs Assessing Authority cum Regional Joint Labour Commissioner	In 2018-19, Borosil Limited (earlier known as Hopewell Tableware Private Limited) had constructed a warehouse at Jaipur within the factory premises which is validly registered under Factories Act. The Assessing Authority cum Regional Commissioner, Jaipur had issued notice no. 4365 dated 29.11.2019 under section 7 read with rule 10 of the Cess Act, and demanded to provide the architecture drawings and other construction related papers from Borosil Limited (“Borosil”). The said notice was duly responded by Borosil vide its letter dated 29.11.2020 stating that the Company	The matter is pending before Appellate Authority.	Company	-

224

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Sr. Court / Parties Brief Summary of case Current status Against Remarks
No Tribunal / (Company
Authority / Promoter
/ Director)
is covered under the
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			is covered under the
			Factories Act and Cess Act and/ or rules are not applicable to Borosil. The Assessing Authority issued Hearing Notice dated 29.01.2021 for appearing before the authority on 04.02.2021 which was received by Borosil on 06.02.2021. Resultantly, Borosil could not appear for the hearing and Assessing Authority passed an exparte order directing Borosil to pay Cess of Rs. 5,49,120/- in relation to construction of warehouse for the period 2018-19. The said impuged exparte order has been challenged before the Appellate Authority by Borosil.

225

Annexure B

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BOROSIL TECHNOLOGIES LIMITED

Corporate Identity Number (CIN) : U36999MH2009PLC197226

Registered Office : 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India Phone : 022-6740 6300 | Fax: 022-6740 6514

Email : [email protected]

NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF

BOROSIL TECHNOLOGIES LIMITED PURSUANT TO ORDER DATED NOVEMBER 25, 2022 OF

THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING	MEETING
Day	Monday
Date	February06, 2023
Time	3:30 P.M. (IST)
Mode of Meeting	Through Video Conferencing(“VC”) / Other Audio-Visual Means (“OAVM”)
Cut-of date for e-Voting	Wednesday, November 30, 2022
Remote e-Voting start date and time	Monday, January30, 2023 at 9:00 a.m. (IST)
Remote e-Voting end date and time	Sunday, February 05, 2023 at 5:00 p.m. (IST)

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Sr. No. Contents Page Nos.
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Sr. No.	Contents	Page Nos.

1.	Notice of Meetingof Unsecured Creditors of Borosil Technologies Limited (“Notice”)	03
2.	Statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”)	08
3.	Annexure I Composite Scheme of Arrangement amongst Borosil Limited (“Demerged Company”) and Klass Pack Limited (“Resulting Company” or “Transferee Company”) and Borosil Technologies Limited (“Company” or “Transferor Company”) and their respective shareholders and creditors (“Scheme”)	21
4.	Annexure II Unaudited standalone and consolidated fnancial results (limited reviewed) of the Demerged Companyfor thequarter and halfyear ended September 30, 2022	54
5.	Annexure III Audited Condensed Financial Statements of the Resulting Company for the half year ended September 30, 2022	70
6.	Annexure IV Audited Condensed Financial Statements of the Company for the half year ended September 30, 2022	113
7.	Annexure V Report of the Board of Directors of the Demerged Company pursuant to Section 232(2)(c) of the Act	149
8.	Annexure VI Report of the Board of Directors of the ResultingCompany pursuant to Section 232(2)(c) of the Act	153
9.	Annexure VII Report of the Board of Directors of the Company pursuant to Section 232(2)(c) of the Act	157

10.	Annexure VIII Share Entitlement Ratio Report dated February 07, 2022 issued by M/s. SSPA & Co., Chartered Accountants (ICAI Firm Registration No. 128851W) (Registration No. IBBI/RV-E/06/2020/126), Registered Valuer (“Share Entitlement Ratio Report”)	161
11.	Annexure IX Fairness Opinion Report dated February 07, 2022 issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker (“Fairness Opinion”)	172
12.	Annexure X Information pertaining to the Resulting Company in the format specifed for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certifcate issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker	178
13.	Annexure XI Information pertaining to the Company in the format specifed for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certifcate issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker	194
14.	Annexure XII Observation Letter dated August 01, 2022 issued byBSE Limited (“BSE”)	207
15.	Annexure XIII Observation Letter dated August 01, 2022 issued by National Stock Exchange of India Limited (“NSE”)	210
16.	Annexure XIV Complaint report submitted bythe Demerged Companyto BSE	214
17.	Annexure XV Complaint report submitted bythe Demerged Companyto NSE	216
18.	Annexure XVI Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Demerged Company, its promoters and directors	218

FORM NO. CAA. 2

[Pursuant to Section 230 (3) and Rule 6 and 7]

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

CA (CAA) No. 259/MB/2022

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST BOROSIL LIMITED AND KLASS PACK LIMITED AND BOROSIL TECHNOLOGIES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

BOROSIL TECHNOLOGIES LIMITED, a company incorporated ) under the provisions of Companies Act, 1956 having ) Corporate Identity Number: U36999MH2009PLC197226 and ) registered office at 1101, 11th Floor, Crescenzo, G-Block, ) Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra ) (East), Mumbai – 400 051, Maharashtra, India ) … Company / Transferor Company

NOTICE CONVENING MEETING OF UNSECURED CREDITORS

To, The Unsecured Creditors of Borosil Technologies Limited

NOTICE is hereby given that, in accordance with the Order dated November 25, 2022, in the above mentioned Company Application, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ”) (“ Tribunal Order ”), a Meeting of the Unsecured Creditors of the Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement amongst Borosil Limited (“ Demerged Company ”) and Klass Pack Limited (“ Resulting Company ” or “ Transferee Company ”) and Borosil Technologies Limited (“ Company ” or “ Transferor Company ”) and their respective shareholders and creditors (“ Scheme ”) on Monday, February 06, 2023 at 3:30 p.m. (IST).
Pursuant to the said Tribunal Order and as directed therein, the Meeting of the Unsecured Creditors of the Company (“ Meeting ”) will be held through Video Conferencing (“ VC ”)/ Other Audio Visual Means (“ OAVM ”), in compliance with the applicable provisions of the Companies Act, 2013 (“ Act ”) and to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act, as amended:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Mumbai Bench (“Tribunal”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Composite Scheme of Arrangement amongst Borosil Limited and Klass Pack Limited and Borosil Technologies Limited and their respective shareholders and creditors (“Scheme”) , be and is hereby approved;

TAKE FURTHER NOTICE that the unsecured creditors shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) by remote electronic voting during the period as stated below (“ remote e-Voting ”); or (b) through e-voting system available at the Meeting to be held virtually (“ e-Voting at the Meeting ”):

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of voting	Monday, January30, 2023 at 9:00 a.m. (IST)
End of voting	Sunday, February05, 2023 at 5:00p.m. (IST)

An unsecured creditor, whose name appears in the list of unsecured creditors of the Company as on the cut-off date, i.e. November 30, 2022 , only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company. Voting rights of an unsecured creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.
A copy of the said Scheme, statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules along with all annexures to such statement are appended. A copy of this Notice and the accompanying documents are also placed on the website of the Demerged Company and can be accessed at www.borosil.com; the website of National Securities Depository Limited viz. (“ NSDL ”) viz. www.evoting. nsdl.com, being the agency appointed by the Company to provide the e-voting and other facilities for convening of the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“ BSE ”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“ NSE ”) viz. www.nseindia.com.
The Tribunal has appointed Mr. Raj Kumar Jain, Independent Director of Resulting Company failing whom, Mr. Kewal Handa, Independent Director of the Demerged Company, to be the Chairperson for the Meeting and Mr. Nilesh Shah, Practicing Company Secretary (Membership No.: FCS-4554 – C.P. 2631) and failing him, Mr. Mahesh Darji, Practicing Company Secretary (Membership No. FCS-7175 C.P. 7809) and failing him, Ms. Hetal Shah, Practicing Company Secretary (Membership No. FCS- 8063 C.P. 8964) of M/s. Nilesh Shah & Associates, Company Secretaries, to be the Scrutinizer for the Meeting.
The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Sd/Raj Kumar Jain Chairperson appointed by the Tribunal for the Meeting

Mumbai, Wednesday, January 4, 2023

Registered Office:

1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India

CIN: U36999MH2009PLC197226 E-mail: [email protected] Tel.: 022-6740 6300 Fax: 022-6740 6514

Notes

Pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ”) vide its order dated November 25, 2022 (“ Tribunal Order ”), the Meeting of the unsecured creditors of the Company is being conducted through video conferencing (“ VC ”) / other audio visual means (“ OAVM ”) facility to transact the business set out in the Notice convening this Meeting. The deemed venue for the Meeting shall be the Registered Office of the Company situated at 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India.
The Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“ Act ”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto.
Pursuant to the directions of the Tribunal given under the Tribunal Order, the Company is providing to the unsecured creditors the facility to exercise their right to vote at the Meeting by electronic means, i.e. remote e-voting and e-voting at the Meeting, (hereinafter referred to as “ e-voting ”). An unsecured creditor, whose name appears in the

Quorum for the Meeting is 5 (five) unsecured creditors attending the Meeting. Unsecured creditors attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum.
Since this Meeting is being held through VC / OAVM, physical attendance of unsecured creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the unsecured creditors will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto. Body Corporates are permitted to appoint authorised representative(s) to attend the Meeting through VC / OAVM and cast their votes by electronic means. The voting by the said authorized representative(s) is permitted, provided that the authorisation, duly signed, is lodged with the Company, in physical at its registered office or by electronic mode, at least 48 (Forty-Eight) hours before the Meeting.
The Notice of the Meeting and the accompanying documents are being sent only through electronic mail to those unsecured creditors (as on November 30, 2022) whose email addresses are available with the Company.
The unsecured creditors may note that the aforesaid documents are also available on the website of the Demerged Company at: www.borosil.com and on the website of National Securities Depository Limited (“NSDL”) at www.evoting. nsdl.com, being the agency appointed by the Company to provide VC / OAVM and e-voting facility for the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“BSE”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“NSE”) viz. www.nseindia.com.

If so desired, unsecured creditors may obtain a physical copy of these documents free of charge from the registered office of the Company on any day (except Saturday, Sunday and public holiday) up to the date of the meeting. Alternatively, a written request for obtaining physical / soft copy of these documents may be made by writing an e-mail in this regard to the Company Secretary at [email protected] / [email protected] along with details such as name, address, Permanent Account Number (PAN), mobile number and email address.

Mr. Nilesh Shah, Practicing Company Secretary (Membership No.: FCS - 4554 – C.P. 2631) and failing him, Mr. Mahesh Darji, Practicing Company Secretary (Membership No. FCS - 7175 C.P. 7809) and failing him, Ms. Hetal Shah, Practicing Company Secretary (Membership No. FCS - 8063 C.P. 8964) of M/s. Nilesh Shah & Associates, Practising Company Secretaries shall act as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting. The result of e-voting will be declared within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Demerged Company: www.borosil.com and on the website of NSDL at www.evoting.nsdl.com. The result will simultaneously be communicated to the Stock Exchanges. The result will also be displayed at the registered office of the Company.
Subject to receipt of requisite majority of votes in favour, i.e., majority in number representing three fourth in value (as per Sections 230 and 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting.
Documents for inspection as referred to in the Notice will be available electronically for inspection (without any fee) by the unsecured creditors from the date of circulation of this Notice up to the date of Meeting. Unsecured creditors seeking to inspect such documents can access the same on the website of the Demerged Company at: www.borosil.com.
Unsecured Creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through electronic means.

Remote E-voting; Meeting through VC / OAVM; E-voting at the Meeting

The facility of attending Meeting through VC / OAVM is being provided by NSDL. The facility of casting votes by an unsecured creditor using electronic means, i.e. (i) remote e-voting and (ii) e-voting during the Meeting, (hereinafter referred to as “ e-voting ”) is also being provided by NSDL. The procedure for attending the Meeting through VC / OAVM and for e-voting is given in the Notes below.
An unsecured creditor, whose name appears in the list of unsecured creditors of the Company as on the cutoff date, i.e. November 30, 2022, only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company.

Voting rights of an unsecured creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.
The remote e-voting period will commence at 09:00 a.m. (IST) on Monday, January 30, 2023 and end at 05:00 p.m. (IST) on Sunday, February 05, 2023 . The e-voting module shall be disabled by NSDL for remote e-voting thereafter. During the remote e-voting period, unsecured creditors of the Company as on the cut-off date may cast their vote electronically.
Unsecured creditors attending the Meeting who have not already cast their vote by remote e-voting shall be able to exercise their vote at the Meeting. The unsecured creditors who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.
Only those unsecured creditors, who are present in the Meeting through VC/OAVM and have not cast their vote through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available at the Meeting.
If any votes are cast by the unsecured creditors through the e-voting available at the Meeting and if the same unsecured creditors have not participated in the Meeting through VC / OAVM, then the votes cast by such unsecured creditors shall be considered invalid as the facility of e-voting at the Meeting is available only to the unsecured creditors attending the Meeting.
Once the vote on a resolution is cast by an unsecured creditor, the unsecured creditor shall not be allowed to change it subsequently.
Body Corporates (i.e. other than individuals, HUF, etc.) are requested to send a certified true copy of the Board Resolution / Power of Attorney / Authority letter, etc. (PDF/ JPG Format) to Scrutinizer at [email protected] and / or Company at [email protected] with a copy marked to [email protected]. Alternatively, they can also upload the Board Resolution / Power of Attorney / Authority Letter, etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login. Alternatively, they can also send a physical copy of the Board Resolution / Power of Attorney / Authority Letter, etc. at the registered office of the Company.
Unsecured creditors who would like to express their views / ask questions during the Meeting may register themselves as speaker by sending their request on or before January 26, 2023, mentioning their name, address, Permanent Account Number (PAN), mobile number and email address at [email protected]. The unsecured creditors who do not wish to speak during the Meeting but have queries, may send their queries on or before January 26, 2023 mentioning their name, address, Permanent Account Number (PAN), mobile number and email address at btl.secretarial@borosil. com. These queries will be addressed by the Company suitably. The Company reserves the right to restrict number of questions and number of speakers, as appropriate for smooth conduct of Meeting. Unsecured creditors are requested to restrict their questions only to matters pertaining to the business set out in the Notice convening this Meeting.
Those unsecured creditors who have registered themselves as speaker will only be allowed to express their views / ask questions during the Meeting.

Procedure for remote e-voting

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

Step 1 : Access to the NSDL e-voting system

Step 2 : Cast your vote electronically on NSDL e-voting system.

Step 1: Access to NSDL e-voting system

Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a personal computer or on a mobile.
Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member / Creditor section.
A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
i. The User ID and Password for joining the Meeting through VC / OAVM and casting votes through e-voting are given in the e-mail communication.
ii. The User ID and Password are sent to all the unsecured creditors whose email addresses are available with the Company.

iii. Those unsecured creditors whose e-mail addresses are not available with the Company and as a result have not received the e-mail communication, may obtain the User ID and Password by writing to NSDL as given below.
iv. An unsecured creditor who cannot retrieve or has not received the User ID and Password, may obtain the same by sending a request at [email protected]. Such unsecured creditor is requested to provide his / her / its / name, address, PAN, mobile number and email address along with the request. The subject line of the request should clearly mention: “Borosil Technologies Limited – Unsecured Creditors Meeting – EVEN no. 123082).
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, home page of e-voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system

After successful login at Step 1, you will be able to see the EVEN no. of the Company.
Click on “EVEN” of the Company (i.e. 123082) to cast your vote.
Now you are ready for e-voting as the voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
Body corporates (i.e. other than individuals, HUF, etc) can upload the Board Resolution / Power of Attorney / Authority Letter, etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-voting” tab in their login.

Procedure for e-voting at the Meeting

The procedure for e-voting at the Meeting is same as the procedure outlined above for remote e-voting.

Procedure for attending the Meeting through VC / OAVM

Unsecured creditors can attend the Meeting through VC / OAVM after following the steps for ‘Access to NSDL e-voting system’ as outlined above in the procedure for remote e-voting.
After successful login, unsecured creditors will be able to see the VC / OAVM link placed under ‘ Join meeting ’ menu against the Company’s name. Unsecured creditors are requested to click on the VC / OAVM link placed under ‘ Join meeting ’ menu.
Facility to join the Meeting through VC/OAVM, will open 30 minutes before the scheduled time of the commencement of the Meeting.
Unsecured creditors are encouraged to join the Meeting through Laptops for better experience.
Unsecured creditors will be required to allow the camera and use internet with good speed to avoid any disturbance during the Meeting.
Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

General Guidelines

It is strongly recommended not to share User ID and Password with any other person and take utmost care to keep them confidential.
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IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

CA (CAA) No. 259/MB/2022

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST BOROSIL LIMITED AND KLASS PACK LIMITED AND BOROSIL TECHNOLOGIES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

STATEMENT UNDER SECTIONS 230 TO 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) TO THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF BOROSIL TECHNOLOGIES LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (“TRIBUNAL”) DATED NOVEMBER 25, 2022 (“TRIBUNAL ORDER”)

I. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the Meeting of unsecured creditors of Borosil Technologies Limited (“ Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement amongst Borosil Limited (“ Demerged Company ”) and Klass Pack Limited (“ Resulting Company ” or “ Transferee Company ”) and Borosil Technologies Limited (“ Company ” or “ Transferor Company ”) and their respective shareholders and creditors (“ Scheme ”). The Scheme provides for: (i) reduction and reorganisation of share capital of the Resulting Company; (ii) the demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) from the Demerged Company into the Resulting Company on a going concern basis; and (iii) the amalgamation of the Transferor Company with the Transferee Company. The Scheme also provides for various other matters consequent and incidental thereto.

The salient features of the Scheme are given in Paragraph V of this Statement. The detailed terms of the arrangement may be referred in the Scheme, appended as ‘ Annexure I’.

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

II. DATE, TIME AND MODE OF MEETING

Pursuant to an order dated November 25, 2022, passed by the Hon’ble Tribunal in Company Application viz . CA (CAA) No. 259/MB/2022, the Meeting of the Unsecured Creditors of the Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through Video Conferencing (“ VC ”)/ Other Audio Visual Means (“ OAVM ”) on Monday, February 06, 2023 at 3:30 p.m. (IST) . The Company is providing the facility to vote at the Meeting by electronic means, i.e. remote e-voting and e-voting at the Meeting.

III. RATIONALE AND BENEFITS OF THE SCHEME

The circumstances which justify and/or have necessitated the said Scheme and the benefits of the same are, inter alia , as follows:

2. The proposed demerger pursuant to this Scheme is expected, inter alia, to result in following benefits:

(i) value unlocking of scientific and industrial products business with ability to achieve valuation based on respective-risk return profile and cash flows;
(ii) attracting business specific investors and potential strategic partners and providing better flexibility in accessing capital, focused strategy and specialisation for sustained growth and thereby enable de-leveraging of the respective businesses in the longer-term;

(iii) segregation and unbundling of the scientific and industrial products business of the Demerged Company into the Resulting Company, will enable enhanced focus on the Demerged Company and the Resulting Company for exploring opportunities in their respective business domains; and
(iv) focused management approach for pursuing the growth in the respective business’ verticals and de-risk the businesses from each other.

(i) Streamline the corporate structure and consolidation of resources within the Transferee Company leading to greater synergies and operational synergy;
(ii) Opportunities for employees of the Transferor Company to grow in a wider field of business;
(iii) Optimal utilisation of resources and better management and administration; and
(iv) Reduction of administrative responsibilities, multiplicity of records and legal and regulatory compliances.

5. The proposed restructuring is in the interest of the shareholders, creditors, employees, and other stakeholders of the Parties.”

IV. BACKGROUND OF THE COMPANIES:

A. Particulars of the Demerged Company (Borosil Limited)
(i) Borosil Limited is a public company incorporated under the provisions of the Companies Act, 1956. The registered office of the Demerged Company is situated at 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India. The Demerged Company is accordingly registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) L36100MH2010PLC292722. Its Permanent Account Number with the Income Tax Department is AACCH5367G. The email address of the Demerged Company is investor.relations@borosil. com and the website is www.borosil.com. The Demerged Company was incorporated on November 25, 2010, under the provisions of the Companies Act, 1956 under the name ‘Hopewell Tableware Private Limited’ pursuant to certificate of incorporation issued by the Registrar of Companies, Jaipur. This name ‘Hopewell Tableware Private Limited’ was changed to ‘Hopewell Tableware Limited’ pursuant to conversion of the Demerged Company from private limited to public limited on July 19, 2018. A certificate of incorporation consequent upon conversion from private company to public company was issued by the Registrar of Companies, Mumbai. The name of the Demerged Company ‘Hopewell Tableware Limited’ was subsequently changed to ‘Borosil Limited’ on November 20, 2018. A certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai. Originally the registered office of the Demerged Company was situated at A-17, Manish Marg, Gandhi Path, Nemi Nagar, Jaipur, Rajasthan – 302 021 and thereafter it was shifted to D-10/50, Opposite Chitrakoot Stadium, Chitrakoot, Vaishali Nagar, Jaipur, Rajasthan – 302 021 on March 4, 2013 and thereafter it was shifted to Village Balekhan, PS Anatpura, Near Govindgarh, NH 52, Sikar Road, Chomu, Jaipur, Rajasthan – 303 807 with effect from July 1, 2016 and the same was again shifted to 1101, Crescenzo, G-Block, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 with effect from February 16, 2017. The equity shares of the Demerged Company are listed on the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (“ Stock Exchanges ”).
(ii) The main object clause of the Demerged Company was substituted pursuant to the Composite Scheme of Amalgamation and Arrangement amongst Vyline Glass Works Limited and Fennel Investment and Finance Private Limited and Gujarat Borosil Limited and Borosil Glass Works Limited and Borosil Limited, approved by shareholders of the Demerged Company at their meeting held on May 15, 2019 and sanctioned by the Hon’ble National Company Law Tribunal, Mumbai Bench vide its Order dated January 15, 2020. The amendment to main objects clause of the Demerged Company was registered by the Registrar of Companies, Mumbai vide its certificate dated February 25, 2020. The main objects of the Demerged Company have been reproduced below:
- 1) To do business as manufacturers and importers of, and wholesale dealers in, and retailers or dealers of, scientific and laboratory glasswares, pharmaceutical glassware, industrial glassware, pressed glassware, Oven glasswares, HPLC vials, Liquid Handling Systems, Bench Top Equipment of all varieties and description, and any material or product which can or may be used as a substitute for glass and of all varieties and descriptions of products, materials, instruments, apparatuses made from borosilicate glasses and / or other varieties of glass or any material and product which can or may be used as a substitute for glass, and all products of which glass forms a part.

2) To carry on in India or elsewhere the business to manufacture, buy, sell, repair, alter, improve, exchange, let out on hire, import, export and deal in all microwavable and flameproof kitchenware, glass tumblers, storage, tableware and kitchen appliances, earthenware, terracotta, bottles, flasks, utensils, other appliances, non-stick cookware with teflon coating , hard anodized and die cast, pressure cookers both aluminium and stainless steel, and stainless steel pots and pans, articles and things capable of being used in household, opal glass tableware, stainless steel server, ceramic tableware, brass & wooden accessories, ceramic refractory, sanitary wares, garden wares, kitchen wares, crockeries, potteries, insulators, terracotta, porcelainware, bathroom, accessories, pipes, wall tiles, floor tiles, roofing tiles, porcelain tiles.
(iii) Except as stated above, during the last five years, there has been no change in the main object clause of the Demerged Company.
(iv) The Demerged Company is engaged in the business of manufacturing and trading of scientific and industrial products and consumer products.
(v) The share capital of the Demerged Company as on December 31, 2022 was as follows:

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Particulars Amount in INR
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Particulars	Amount in INR

Authorised Share Capital
27,00,00,000 equityshares of INR 1 each	27,00,00,000
2,80,00,000preference shares of INR 10 each	28,00,00,000
Total	55,00,00,000
Issued, Subscribed and Paid-up Share Capital
11,43,79,297 Equityshares of INR 1 each, fully paid up	11,43,79,297
Total	11,43,79,297

(vi) The latest annual financial statements of the Demerged Company have been audited for the financial year ended on March 31, 2022. The unaudited standalone and consolidated financial results (limited reviewed) of the Demerged Company for the quarter and half year ended September 30, 2022 are appended as ‘ Annexure II’ .
(vii) The details of Promoters and Directors of the Demerged Company as on December 31, 2022 along with their addresses are mentioned herein below:

Promoter /promotergroup details	Promoter /promotergroup details	Promoter /promotergroup details
Name	Category	Address
Mr. P. K. Kheruka	Promoter	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mr. Shreevar Kheruka	Promoter	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mrs. Kiran Kheruka	Promoter Group	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mrs. Rekha Kheruka	Promoter Group	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Croton Trading Private Limited	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001
Gujarat Fusion Glass LLP	Promoter Group	1101, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400051
Sonargaon Properties LLP	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001
Borosil Holdings LLP	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001
Spartan Trade Holdings LLP	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001
Associated Fabricators LLP	Promoter Group	B-3 / 3 Gillander House, 8, Netaji Subhas Road, Kolkata – 700001

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Details of Directors
Name Category / Address
Designation
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Details of Directors	Details of Directors	Details of Directors
Name	Category / Designation	Address

Mr. P. K. Kheruka	Chairman	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mr. Shreevar Kheruka	Managing Director & CEO	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mr. Rajesh Kumar Chaudhary	Whole-time Director	C/1001, Ekta Meadows, BHD Siddharth Nagar, Borivali (East), Mumbai - 400066
Mr. Naveen Kumar Kshatriya	Independent Director	1101, B-Wing, 11thFloor, Lodha Bellissimo, Apollo Mills Compound, N.M. Joshi Road, Mahalaxmi, Mumbai - 400 011
Mrs. Anupa Sahney	Independent Director	6, Manavi Apartment, 36, Ridge Road, Malabar Hill, Mumbai - 400 006
Mr. Kewal Handa	Independent Director	Flat no. 901, Nair House, 9thfoor, 14thB. Road, Behind Mahavir Hospital, Khar (West), Mumbai - 400 052
Mr. Kanwar Bir Singh Anand	Independent Director	3601, 36thFloor, Island City Center One, G.D. Ambekar Marg, Dadar East, Mumbai - 400014

B. Particulars of the Resulting Company/ Transferee Company (Klass Pack Limited)
(i) Klass Pack Limited is a public company incorporated under the provisions of the Companies Act, 1956. The registered office of the Resulting Company is situated at 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India. The Resulting Company is accordingly registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) U74999MH1991PLC061851. Its Permanent Account Number with the Income Tax Department is AAACK1797R. The email address of the Resulting Company is [email protected]. The Resulting Company was incorporated on May 29, 1991 under the provisions of the Companies Act, 1956 under the name of ‘Klass Pack Private Limited’. A certificate of incorporation was issued by the Registrar of Companies, Mumbai. The name of ‘Klass Pack Private Limited’ was changed to ‘Klass Pack Limited’ upon conversion of the company from private limited to public limited on June 19, 2018. A certificate of incorporation upon conversion from private company to public company was issued by the Registrar of Companies, Mumbai. The registered office of the Resulting Company was shifted from H- 27, MIDC Area Ambad, Nasik, Maharashtra- 422 010 to 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra with effect from February 07, 2022. The equity shares of the Resulting Company are not listed on any Stock Exchanges.
(ii) The main objects of the Resulting Company was substituted pursuant to the Special Resolution passed by the shareholders of the Resulting Company at their Extraordinary General Meeting held on February 07, 2022. The said amendment to main object clause was registered by the Registrar of Companies, Mumbai vide its certificate dated March 09, 2022. The main objects of the Resulting Company have been reproduced below :
1. To do business as manufacturers and importers of, and wholesale dealers in, and retailers or dealers of, scientific and laboratory glasswares, pharmaceutical glassware, industrial glassware, pressed glassware, Oven glasswares, HPLC vials, Liquid Handling Systems, Bench Top Equipment, pre-filled syringes, weighing balance, filter paper, plasticware, molded glassware of all varieties and description, and any material or product which can or may be used as a substitute for glass and of all varieties and descriptions of products, materials, instruments, laboratory Instruments, apparatuses, laboratory furniture, equipment solar collectors and other products made from borosilicate glasses and / or other varieties of glass used in laboratories, industries, households, educational, research and healthcare institutes or any material and product which can or may be used as a substitute for glass, and all products of which glass forms a part.
2. To carry on the business of manufacturing, processing, pressing, moulding, melting, assembling, coating, printing, filling, exporting, importing, buying, selling, dealing as agents, distributors, dealers of pharmaceutical primary tubular glass packaging ampoules and vials, injection vial seals, seals, droppers, laboratory testing tubes, closures, cans, containers, packaging materials, pilfer proof caps, screw caps, twist caps, crown caps, caps, plastic moulded items, rubber stoppers, rubber moulded items, glass tubes,

glass bottles, glass items, and every kind of sealing, closing, capping, packaging made of any material such as glass, aluminium sheets, foils, tin coated sheets, metals, plastics, rubber, PVC sheets, synthetic materials, chemicals, cork sheets, paper, board, gum, fiber, films, closures whether made from plastic or Teflon or rubber or PTFE or any other material, wood and filling & packaging of pharmaceutical products.

(iii) Except as stated above, during the last five years, there has been no change in the main object clause of the Resulting Company.
(iv) The Resulting Company is engaged in the manufacture and supply of pharmaceutical vials and ampoules to the pharmaceutical industry for over 15 years and has its manufacturing facilities at Nashik, Maharashtra.
(v) The share capital of the Resulting Company as on December 31, 2022 was as follows:

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Particulars Amount in INR
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Particulars	Amount in INR

Authorised Share Capital
20,00,000 equityshares of INR 100 each	20,00,00,000
Total	20,00,00,000
Issued, Subscribed and Paid-up Share Capital
16,32,949 equityshares of INR 100 each, fully paid up	16,32,94,900
Total	16,32,94,900

(vi) The latest annual financial statements of the Resulting Company have been audited for the financial year ended on March 31, 2022. The Audited Condensed Financial Statements of the Resulting Company for the half year ended September 30, 2022 is appended as ‘ Annexure III ’.
(vii) The details of Promoters and Directors of the Resulting Company as on December 31, 2022 along with their addresses are mentioned herein below:

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Promoter details
Name Category Address
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Promoter details	Promoter details	Promoter details
Name	Category	Address

Borosil Limited	Promoter	1101, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400051
Mr. Prashant Amin	Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road, Gangapur Road, Nashik – 422013
Mr. Gangadhar Amin	Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road, Gangapur Road, Nashik – 422013
Mrs. Pramila Amin	Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road, Gangapur Road, Nashik – 422013
Mrs. Shweta Amin	Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road, Gangapur Road, Nashik – 422013
Mr. Pravesh Amin	Promoter	Durgaprasad Bunglow No. 6, Pumping Station Road, Gangapur Road, Nashik – 422013
Shiv Ganga Caterers Private Limited	Promoter	Hotel Shivsagar, Shree Mangal Aprt, Nr. Grand Ashwin Hotel, Agra road, Ashwin Nagar, Nashik – 422009

Details of Directors	Details of Directors	Details of Directors
Name	Category / Designation	Address
Mr. Shreevar Kheruka	Chairman	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mr. P. K. Kheruka	Director	410, Samudra Mahal, Dr. Annie Besant Road, Worli, Mumbai – 400018
Mr. Vinayak Patankar	Director	C-1/403, Vedant Complex, Pokharan Road No. 1, Vartaknagar, Jakegram, Thane – 400606
Mr. Prashant Amin	Managing Director	Durgaprasad Bunglow No. 6, Pumping Station Road, Gangapur Road, Nashik – 422013

Details of Directors	Details of Directors	Details of Directors
Name	Category / Designation	Address
Mrs. Shweta Amin	Whole Time Director	Durgaprasad Bunglow No. 6, Pumping Station Road, Gangapur Road, Nashik – 422013
Mr. Raj Kumar Jain	Independent Director	Abrol Vastu Park, Flat No. 1601, A-Wing, Of. Linking Road, Uma Nagar, Malad (West), Mumbai – 400 064
Mr. Rahul Dev	Independent Director	F/702, Alder Wing B, Forest Castle, 81/1 Mundhawa Road, Opp. Marriott Suites Mundhawa, Pune – 411 036

C. Particulars of the Transferor Company/ Company (Borosil Technologies Limited)
(i) Borosil Technologies Limited is a public company incorporated under the provisions of the Companies Act, 1956. The registered office of the Company is situated at 1101, 11th Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India. The Company is accordingly registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) U36999MH2009PLC197226. Its Permanent Account Number with the Income Tax Department is AADCB9364L. The email address of the Company is [email protected]. The Company was incorporated on November 23, 2009, under the provisions of the Companies Act, 1956 under the name ‘Borosil Glass Limited’. A certificate of incorporation was issued by the Registrar of Companies, Mumbai. This name ‘Borosil Glass Limited’ was subsequently changed to ‘Borosil Technologies Limited’ on March 15, 2018. A certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai. The registered office of the Company was shifted from Khanna Construction House 44, Dr. R.G. Thadani Marg, Worli, Mumbai - 400018, Maharashtra to 1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra with effect from April 30, 2018. The equity shares of the Company are not listed on any Stock Exchanges.
(ii) During the last five years, there has been no change in the object clause of the Company. The main objects of the Company are reproduced below:

(iii) The Company is engaged in the business of manufacturing of scientific instruments.
(iv) The share capital of the Company as on December 31, 2022 was as follows:

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Particulars Amount in INR
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Particulars	Amount in INR

Authorised Share Capital
1,00,00,000 equityshares of INR 10 each	10,00,00,000
Total	10,00,00,000
Issued, subscribed andpaid up capital
95,84,043 equityshares of INR 10 each, fully paid up	9,58,40,430
Total	9,58,40,430

(v) The latest annual financial statements of the Company have been audited for the financial year ended on March 31, 2022. The Audited Condensed Financial Statements of the Company for the half year ended September 30, 2022 is appended as ‘ Annexure IV ’.
(vi) The details of Promoters and Directors of the Company as on September 30, 2022 along with their addresses are mentioned herein below:

Promoter details	Promoter details	Promoter details
Name	Category	Address
Borosil Limited	Promoter	1101, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400051

Details of Directors	Details of Directors	Details of Directors
Name	Category / Designation	Address
Mr. Sreejith Kumar Palekudy Sukumaran	Whole Time Director	Palekudy House, Ambalanada Chengal, Kaladi .PO, Ernakulam, Kalady, Kalady, Ernakulam, Aluva, Kerala, 683574
Mr. Rajesh Kumar Chaudhary	Director	C/1001, Ekta Meadows, BHD Siddharth Nagar, Borivali (East), Mumbai - 400066
Mr. Vinayak Patankar	Director	C-1/403, Vedant Complex, Pokharan Road No. 1, Vartaknagar, Jakegram, Thane – 400606

V. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause B(1) of the Scheme:

A. The Scheme provides for
(i) reduction and reorganisation of share capital of the Resulting Company;
(ii) the demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) from the Demerged Company into the Resulting Company on a going concern basis, the consequent issue of shares by the Resulting Company and reduction and cancellation of the existing paid-up share capital of the Resulting Company held by the Demerged Company; and
(iii) the amalgamation of the Company with the Transferee Company;
B. The ‘Appointed Date’ of the Scheme shall be April 1, 2022 or such other date as may be agreed by the Board of the Parties and ‘Effective Date’ is the date on which last of the conditions specified in Clause 28 (Conditions Precedent) of the Scheme are complied with or waived, as applicable; and
C. The Scheme, as may be approved or imposed or directed by the Tribunal shall become effective from the Appointed Date but shall be operative from the Effective Date.
D. Consideration/ share entitlement ratio for demerger, transfer and vesting of the Demerged Undertaking (as defned in the Scheme) from the Demerged Company into the Resulting Company:

The Resulting Company shall, issue and allot, on a proportionate basis to the shareholders of the Demerged Company whose name is recorded in the register of members and records of the depository as members of the Demerged Company as on the Record Date, as under:

E. Consideration/ share entitlement ratio for amalgamation of the Company with the Transferee Company:

Upon the demerger, transfer and vesting of the Demerged Undertaking ( as defined in the Scheme ) from the Demerged Company into the Resulting Company, the Company will become a wholly owned subsidiary of the Transferee Company and the entire paid-up share capital of the Company will be held by the Transferee Company. Accordingly, upon amalgamation of the Company with the Transferee Company, there shall be no issue of shares as consideration for the said amalgamation and all equity shares of the Company held by the Transferee Company along with its nominees, shall stand cancelled.

F. Listing of Equity Shares of Resulting Company pursuant to the Scheme

Upon the Scheme becoming effective, pursuant to the Scheme and subject to the applicable laws and receipt of requisite approvals, the equity shares of the Resulting Company will be listed on BSE Limited and the National Stock Exchange of India Limited.

G. Dissolution of the Company pursuant to the Scheme

Upon amalgamation of the Company with the Transferee Company, the Company shall stand dissolved without winding up. On and from the Effective Date ( as defined in the Scheme ), the name of the Company shall be struck off from the records of the concerned Registrar of Companies.

Note: The above details are the salient features of the Scheme. The unsecured creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

VI. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Demerged Company holds 82.49% of the issued, subscribed and paid up equity share capital of the Resulting Company. The Company is a wholly owned subsidiary of the Demerged Company.

VII. BOARD APPROVALS

A. The Board of Directors of the Demerged Company at its Board Meeting held on February 07, 2022, by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did notparticipate or vote

Mr. P. K. Kheruka	In favour
Mr. Shreevar Kheruka	In favour
Mr. Rajesh Kumar Chaudhary	In favour
Mrs. Anupa Sahney	In favour
Mr. Kanwar Bir Singh Anand	In favour
Mr. Kewal Handa	In favour
Mr. Naveen Kumar Kshatriya	In favour

B. The Board of Directors of the Resulting Company at its Board Meeting held on February 07, 2022 by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director Voted in favour/ against/ did not participate or vote
----- End of picture text -----

Name of Director	Voted in favour/ against/ did notparticipate or vote

Mr. P. K. Kheruka	In favour
Mr. Shreevar Kheruka	In favour
Mr. Vinayak Patankar	In favour
Mr. Prashant Amin	In favour
Mrs. Shweta Amin	In favour
Mr. Raj Kumar Jain	In favour

Leave of absence was granted to Mr. Rahul Dev for the above Board Meeting.

C. The Board of Directors of the Company at its Board Meeting held on February 07, 2022 by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did notparticipate or vote

Mr. Sreejith Kumar PalekudySukumaran	In favour
Mr. Rajesh Kumar Chaudhary	In favour
Mr. Vinayak Patankar	In favour

VIII. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

A. None of the Directors, KMPs of the Demerged Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their shareholding in the Demerged Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Demerged Company has not issued any debentures and hence, does not have Debenture Trustee.
B. None of the Directors, KMPs of the Resulting Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their shareholding in the Demerged Company and / or Resulting Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Resulting Company has not issued any debentures and hence, does not have Debenture Trustee.
C. None of the Directors, KMPs of the Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their shareholding in the Demerged Company, if any. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives has any material interest in the Scheme. The Company has not issued any debentures and hence, does not have Debenture Trustee.

IX. EFFECT OF SCHEME ON STAKEHOLDERS.

The effect of the Scheme on various stakeholders is summarised below:

A. Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders

The effect of the Scheme on the shareholders, key managerial personnel, promoter and non-promoter shareholders of the Demerged Company, Resulting Company and the Company are appended in the attached reports i.e. ‘ Annexure V, Annexure VI and Annexure VII’ , respectively, adopted by the respective Board of Directors of the Demerged Company, Resulting Company and the Company, respectively, at their meeting held on February 07, 2022, pursuant to the provisions of Section 232(2)(c) of the Act.

B. Directors
(i) No change in the Board of Directors of the Demerged Company and the Resulting Company is envisaged pursuant to the Scheme. Pursuant to the Scheme, the Company will be dissolved without winding up. Therefore, the office of the existing non-executive directors will cease on dissolution of the Company and the existing executive director of the Company will become employee of the Transferee Company.
(ii) It is clarified that the composition of the Board of Directors of the companies may change by appointments, retirements or resignations or to ensure compliance of the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of such companies but the Scheme itself does not affect the office of Directors of such companies.
C. Employees

Pursuant to the Scheme, the Resulting Company will engage, without any interruption in service, all employees engaged in or in relation to the Demerged Undertaking of the Demerged Company, on the terms and conditions not less favourable than those on which they are engaged by the Demerged Company. Apart from the above, employees engaged in the Demerged Company and the Resulting Company will continue to be employees of the Demerged Company and the Resulting Company, respectively, on the same terms and conditions, as before. Further, all employees of the Company shall become employees of the Transferee Company, without any interruption in service, on terms and conditions no less favourable than those on which they are engaged by the Company.

D. Creditors

Pursuant to the Scheme, creditors of the Demerged Company forming part of the Demerged Undertaking will become creditors of the Resulting Company. The Resulting Company undertakes to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. Apart from the above, the creditors of the Demerged Company and the Resulting Company will continue to be creditors of the Demerged Company and the Resulting Company, respectively.

Further, pursuant to the Scheme, all creditors of the Company will become creditors of the Transferee Company.

The rights of the respective creditors of the Demerged Company, Resulting Company and the Company shall not be impacted pursuant to the Scheme and there will be no reduction in their claims on account of the Scheme. The creditors of the Demerged Company, Resulting Company and the Company would not be prejudiced in any manner as a result of the Scheme being sanctioned.

E. Debenture holders and Debenture Trustees

The Demerged Company, Resulting Company and the Company have not issued any debentures and accordingly have not appointed any debenture trustee(s).

F. Depositors and Deposit Trustees

The Demerged Company, Resulting Company and the Company have not taken any deposits within the meaning of the Act and Rules framed thereunder and accordingly have not appointed any deposit trustee(s).

X. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Demerged Company, Resulting Company and the Company.

XI. AMOUNTS DUE TO UNSECURED CREDITORS

The amount due to unsecured creditors by the respective companies, as on November 30, 2022 is as follows:

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Sl. No. Particulars Amount in INR
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Sl. No.	Particulars	Amount in INR

1.	Borosil Limited	60,49,22,918
2.	Klass Pack Limited	12,39,11,218
3.	Borosil Technologies Limited	6,33,23,500

XII. DETAILS OF CAPITAL OR DEBT RESTRUCTURING, IF ANY

A. With effect from the Effective Date, the face value of the equity shares of the Resulting Company shall be reduced from INR 100 each to INR 10 each such that, the issued, subscribed and paid up equity share capital of the Resulting Company is reduced from the present sum of INR 16,32,94,900 divided into 16,32,949 equity shares of INR 100 each fully paid to INR 1,63,29,490 divided into 16,32,949 equity shares of INR 10 each fully paid up.
B. Immediately, upon reduction of the face value of the equity shares of the Resulting Company as above, every 1 equity share of the Resulting Company of face value of INR 10 each shall be further split into 10 equity shares of INR 1 each, such that the issued, subscribed and paid up equity share capital of the Resulting Company shall be INR 1,63,29,490 divided into 1,63,29,490 equity shares of INR 1 each fully paid up.
C. Upon the demerger, transfer and vesting of the Demerged Undertaking from the Demerged Company into the Resulting Company, the Resulting Company shall, issue and allot, on a proportionate basis to the shareholders of the Demerged Company whose name is recorded in the register of members and records of the depository as members of the Demerged Company as on the Record Date, as under:

D. Upon demerger of the Demerged Undertaking and allotment of New Equity Shares by the Resulting Company, the entire paid-up equity share capital of the Resulting Company held by the Demerged Company shall stand cancelled and the issued, subscribed and paid up equity capital of the Resulting Company to that effect shall stand cancelled and reduced.
E. Upon the demerger, transfer and vesting of the Demerged Undertaking from the Demerged Company into the Resulting Company, the Company will become a wholly owned subsidiary of the Transferee Company and the entire paid-up share capital of the Company will be held by the Transferee Company. Accordingly, upon amalgamation of the Company with the Transferee Company, there shall be no issue of shares as consideration for the said amalgamation and all equity shares of the Company held by the Transferee Company along with its nominees, shall stand cancelled.
F. The Scheme does not involve any debt restructuring and therefore the requirement to disclose details of debt restructuring is not applicable.

XIII. VALUATION REPORT AND FAIRNESS OPINION

A. A copy of the share entitlement ratio report dated February 07, 2022 issued by M/s. SSPA & Co., Chartered Accountants (ICAI Firm Registration No. 128851W) (Registration No. IBBI/RV-E/06/2020/126), Registered Valuer (“ Share Entitlement Ratio Report ”), in connection with the Scheme is appended as ‘ Annexure VIII’ .
B. A copy of the fairness opinion report dated February 07, 2022 issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker, confirming that the Share Entitlement Ratio is fair and proper is appended as ‘ Annexure IX’ .

XIV. INFORMATION PERTAINING TO UNLISTED COMPANIES INVOLVED IN THE SCHEME IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

Information pertaining to the unlisted companies involved in the Scheme, i.e. the Resulting Company and the Company in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificates issued by M/s. Keynote Financial Services Limited, an Independent SEBI Registered Merchant Banker certifying the adequacy of disclosures are appended as Annexure X and Annexure XI respectively.

XV. SHAREHOLDING PATTERN

A. The pre / post-scheme shareholding pattern of the parties to the Scheme:

(i) Demerged Company

The pre & post scheme shareholding pattern of the Demerged Company is as follows (based on shareholding data as on December 31, 2022):

Category	Pre	Pre	Post (Indicative)*	Post (Indicative)*
	No. of shares (Face value - INR 1 each)	% of shareholding	No. of shares (Face value - INR 1 each)	% of shareholding
Promoter /promotergroup	8,04,10,776	70.30	8,04,10,776	70.30
Public	3,39,68,521	29.70	3,39,68,521	29.70
Custodian	-	-	-	-
Total	11,43,79,297	100.00	11,43,79,297	100.00

*There will be no change in the post scheme shareholding pattern, pursuant to the Scheme

(ii) Resulting Company/ Transferee Company

The pre & post scheme shareholding pattern of the Resulting Company is as follows (based on shareholding data of the Resulting Company and the Demerged Company as on December 31, 2022):

Category	Pre	Pre	Post (Indicative)	Post (Indicative)
	No. of shares (Face value - INR 100 each)	% of shareholding	No. of shares (Face value - INR 1 each)	% of shareholding
Promoter /promotergroup	16,32,949	100.00	6,03,08,078	68.03
Public	-	-	2,83,36,215	31.97
Custodian	-	-	-	-
Total	16,32,949	100.00	8,86,44,293	100.00

(iii) Company

The pre & post scheme shareholding pattern of the Company is as follows (based on shareholding data as on December 31, 2022):

Category	Pre	Pre	Post	Post
	No. of shares (Face value - INR 10 each)	% of shareholding	No. of shares	% of shareholding
Promoter	95,84,043*	100.00*	Not applicable Post Scheme, the Company will be dissolved without winding up.
Public	-	-
Custodian	-	-
Total	95,84,043	100.00

*Includes 6 nominee individual shareholders holding 1 equity share each on behalf of Borosil Limited.

B. Pre/ post Scheme capital structure of the Demerged Company, Resulting Company / Transferee Company and the Company.

(i) Demerged Company

The pre-scheme capital structure of the Demerged Company is given in Paragraph IV.A(v) above. The post scheme indicative capital structure of the Demerged Company will be as follows:

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Particulars Amount in `
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Particulars	Amount in`

(Based on shareholdingdata as on December 31, 2022)
Authorised Share Capital
27,00,00,000 equityshares of INR 1 each	27,00,00,000
2,80,00,000preference shares of INR 10 each	28,00,00,000
Total	55,00,00,000
Issued, Subscribed and Paid-up Share Capital
11,43,79,297 equityshares of INR 1 each, fully paid up	11,43,79,297
Total	11,43,79,297

Note - There will be no change in the post scheme capital structure, pursuant to the Scheme

(ii) Resulting Company/ Transferee Company

The pre-scheme capital structure of the Resulting Company is given in Paragraph IV.B.(v) above. The post scheme indicative capital structure of the Resulting Company will be as follows:

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Particulars Amount in Rs.
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Particulars	Amount in Rs.

(Based on shareholding data of the Resulting Company, Demerged Company and the Companyas on December 31, 2022)
Authorised Share Capital
30,00,00,000 equityshares of INR 1 each	30,00,00,000
Total	30,00,00,000
Issued, Subscribed and Paid-up Share Capital
8,86,44,293 equityshares of INR 1 each, fully paid up	8,86,44,293
Total	8,86,44,293

(iii) Company

The pre-scheme capital structure of the Company is given in Paragraph IV.C.(iv) above. Post-scheme capital structure of the Company is not applicable as the Company will be dissolved without winding up pursuant to the Scheme.

XVI. AUDITORS CERTIFICATE ON CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The respective Statutory Auditors of the Demerged Company and Resulting Company have confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India.

XVII. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

A. In terms of Regulation 37 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated November 23, 2021 (“ SEBI Master Circular ”), BSE and NSE, by their respective Observation Letters dated August 01, 2022, have conveyed “no adverse observations/ no-objection” on the Scheme. Copies of the said letters issued by BSE and NSE are appended hereto as Annexure XII and XIII respectively. Further, in terms of the said SEBI Master Circular, the Demerged Company has not received any complaint relating to the Scheme and “NIL” complaints reports were filed by the Demerged Company with BSE and NSE, copies of which are appended hereto as ‘ Annexure XIV and Annexure XV. As per the requirements of above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Demerged Company, its promoters and directors are appended hereto as Annexure XVI.

B. A copy of the Scheme has been filed by the Demerged Company, Resulting Company and the Company with the Registrar of Companies, Mumbai.
C. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.
D. All approvals as stated in Clause 28 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme will be obtained. Additionally, the Demerged Company, the Resulting Company and the Company will obtain such approvals / sanctions / no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.

XVIII. INSPECTION OF DOCUMENTS

A. Copy of the Tribunal Order
B. Memorandum and Articles of Association of the Demerged Company, Resulting Company and the Company
C. Audited Standalone and Consolidated financial statements of the Demerged Company for the year ended March 31, 2022
D. Standalone and Consolidated unaudited financial results (limited reviewed) of the Demerged Company for the quarter and half year ended September 30, 2022
E. Audited financial statements of the Resulting Company and the Company for the year ended March 31, 2022
F. Audited Condensed Financial Statements of the Resulting Company and the Company for the half year ended September 30, 2022
G. Copy of the Scheme
H. Certificates of the Statutory Auditor of the Demerged Company and Resulting Company, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and other Generally Accepted Accounting Principles in India; and
I. All other documents displayed on Demerged Company’s website i.e., www.borosil.com in terms of the SEBI Master Circular

Sd/Raj Kumar Jain Chairperson appointed by the Tribunal for the Meeting

Mumbai, Wednesday, January 4, 2023

Registered Office:

1101, 11[th] Floor, Crescenzo, G-Block, Plot No C-38, Opp. MCA Club, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India

CIN: U36999MH2009PLC197226 E-mail: [email protected] Tel.: 022-6740 6300 Fax: 022-6740 6514

ANNEXURE I

COMPOSITE SCHEME OF ARRANGEMENT

AMONGST

BOROSIL LIMITED

AND

KLASS PACK LIMITED

AND

BOROSIL TECHNOLOGIES LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

A. BACKGROUND OF THE COMPANIES

(i) Borosil Limited (“ Demerged Company ”) is a public company incorporated under the provisions of the Companies Act, 1956. The Demerged Company is engaged in the business of manufacturing and trading of scientific and industrial products and consumer products. The equity shares of the Demerged Company are listed on BSE Limited and the National Stock Exchange of India Limited.
(ii) Klass Pack Limited (“Resulting Company” or “Transferee Company”) is a public company incorporated under the provisions of the Companies Act, 1956. The Resulting Company is engaged in the manufacture and supply of pharmaceutical vials and ampoules to the pharmaceutical industry for over 15 years and has its manufacturing facilities at Nashik, Maharashtra. The Demerged Company holds 82.49% of the issued, subscribed and paid up equity share capital of the Resulting Company.
(iii) Borosil Technologies Limited (“Transferor Company”) is a public company incorporated under the provisions of the Companies Act, 1956. The Transferor Company is engaged in the business of manufacturing of scientific instruments. The Transferor Company is a wholly owned subsidiary of the Demerged Company .

B. PREMABLE

This Scheme ( as defined hereinafter ) is presented under Sections 230 to 232 and other applicable provisions of the Act ( as defined hereinafter ) read with Section 2(1B), Section 2(19AA) and other applicable provisions of the Income Tax Act ( as defined hereinafter ) and provides for the following:
(i) reduction and reorganisation of share capital of the Resulting Company;
(ii) the demerger, transfer and vesting of the Demerged Undertaking (as defined hereinafter) from the Demerged Company ( as defined hereinafter ) into the Resulting Company ( as defined hereinafter ) on a going concern basis, the consequent issue of shares by the Resulting Company and reduction and cancellation of the existing paidup share capital of the Resulting Company held by the Demerged Company; and
(iii) the amalgamation of the Transferor Company ( as defined hereinafter ) with the Transferee Company ( as defined hereinafter ).
This Scheme also provides for various other matters consequent and incidental thereto.

C. RATIONALE FOR THIS SCHEME

Given its diversified business, it has become imperative for the Demerged Company to reorient and reorganize itself in a manner that allows imparting greater focus on each of its businesses. With this repositioning, the Demerged Company is desirous of enhancing its operational efficiency while it continues with its consumer products business.
The proposed demerger pursuant to this Scheme is expected, inter alia , to result in following benefits:
(i) value unlocking of scientific and industrial products business with ability to achieve valuation based on respective-risk return profile and cash flows;

(ii) attracting business specific investors and potential strategic partners and providing better flexibility in accessing capital, focused strategy and specialisation for sustained growth and thereby enable de-leveraging of the respective businesses in the longerterm;
(iii) segregation and unbundling of the scientific and industrial products business of the Demerged Company into the Resulting Company, will enable enhanced focus on the Demerged Company and the Resulting Company for exploring opportunities in their respective business domains; and
(iv) focused management approach for pursuing the growth in the respective business’ verticals and de-risk the businesses from each other.
As part of the restructuring exercise, it is proposed to consolidate the resources of the Transferor Company with the Transferee Company. The said amalgamation will result in the following benefits:
(i) Streamline the corporate structure and consolidation of resources within the Transferee Company leading to greater synergies and operational synergy;
(ii) Opportunities for employees of the Transferor Company to grow in a wider field of business;
(iii) Optimal utilisation of resources and better management and administration; and
(iv) Reduction of administrative responsibilities, multiplicity of records and legal and regulatory compliances.
In order to achieve an optimum equity share capital base which will commensurate with business activities of the Resulting Company subsequent to the demerger and merger as stated above, it is proposed to reduce the face value of the equity shares and reorganise the equity share capital of the Resulting Company prior to the said demerger and merger.
The proposed restructuring is in the interest of the shareholders, creditors, employees, and other stakeholders of the Parties.

D. PARTS OF THIS SCHEME

This Scheme is divided into the following parts:

(i) PART I deals with the definitions, share capital and date of taking effect and implementation of this Scheme;
(ii) Part II deals with reduction and reorganisation of the equity share capital of the Resulting Company;
(iii) PART III deals with the demerger, transfer and vesting of the Demerged Undertaking ( as defined hereinafter ) from the Demerged Company into the Resulting Company on a going concern basis, the consequent issue of shares by the Resulting Company and reduction and cancellation of the existing paid-up equity share capital of the Resulting Company held by the Demerged Company;
(iv) PART IV deals with the amalgamation of the Transferor Company with the Transferee

Company; and

(v) PART V deals with the general terms and conditions that would be applicable to this Scheme.

PART I

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

1.1 In this Scheme, unless inconsistent with the subject or context thereof: (i) capitalised terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; (ii) all terms and words not defined in this Scheme shall have the meaning ascribed to them under the relevant Applicable Law (as defined hereinafter); and (iii) the following expressions shall have the meanings ascribed hereunder:

“ Act ” means the Companies Act, 2013 and rules framed thereunder;

“ Appointed Date ” means the 1 April 2022 or such other date as may be decided by the Board of the Parties;

“ Appropriate Authority ” means:

(i) the government of any jurisdiction (including any central, State, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, central bank, commission or other authority thereof;
(ii) any public international organisation or supranational body and its institutions, departments, agencies and instrumentalities;
(iii) any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, tax, importing or other governmental or quasi-governmental authority including (without limitation), SEBI, the Tribunal; and
(iv) Stock Exchanges.

(i) all the properties (whether movable or immovable) of the Scientific and Industrial Products Business, wherever situated, including all computers and accessories, software and related data, plant and machinery, capital work in progress, vehicles, furniture, fixtures, office equipment, electricals, appliances, accessories, pertaining to or relatable to the Scientific and Industrial Products Business;
(ii) all brands, trademarks, logos, trade and corporate name and intellectual property rights exclusive to the Scientific and Industrial Products Business;
(iii) all rights (including management rights towards funds and carry rights) and licenses, all assignments and grants thereof, all Permits, clearances and registrations whether under central, state or other laws, rights (including rights/ obligations under agreement(s) entered into with various persons including independent consultants, subsidiaries/ associate companies and other shareholders of such subsidiary/ associate/ joint venture companies, contracts, applications, letters of intent, memorandum of understandings or any other contracts), rights of commercial nature including attached goodwill, non-disposal undertakings, certifications and approvals, regulatory approvals, entitlements, other licenses, consents, investments (including investments in the Resulting Company and the Transferor Company) and/ or interest (whether vested, contingent or otherwise), taxes, share of tax deducted at source and minimum alternate tax credits (including but not limited to credits in respect of sales tax, value added tax, service tax, goods and services tax, and other indirect taxes), deferred tax benefits and other benefits in respect of the Scientific and Industrial Products Business, tax losses, if any, cash balances, bank accounts and bank balances, deposits, advances, recoverables, receivables, easements, advantages, financial assets, treasury investments, hire purchase and lease arrangement, funds belonging to or proposed to be utilised for the Scientific and Industrial Products Business, privileges, all other claims, rights and benefits, powers and facilities of every kind, nature and description whatsoever, utilities, provisions, funds, benefits of all agreements, contracts and arrangements and all other interests relating to the Scientific and Industrial Products Business;
(iv) all books, records, files, papers, governance templates and process information, records of standard operating procedures, computer programmes along with their licenses, manuals and backup copies, advertising materials, and other data and records whether in physical or electronic form, directly or indirectly in connection

with or relating to the Scientific and Industrial Products Business;

(v) all contracts, deeds, bonds, agreements, schemes, arrangements, distributor agreements, sub advisory arrangements and other instruments, permits, rights, entitlements, leases/ licenses, operation and maintenance contracts, memorandum of understanding, memorandum of agreements, memorandum of agreed points, letters of intent, hire and purchase agreements, tenancy rights, equipment purchase agreement, POA (power of attorney) and other agreement and/or arrangement, as amended and restated from time to time, whether executed with customers, suppliers, contractors, lessors, licensors, consultants, advisors or otherwise, which pertains to the Scientific and Industrial Products Business;
(vi) any and all earnest monies and/ or security deposits, or other entitlements in connection with or relating to the Scientific and Industrial Products Business;
(vii) all employees of the Demerged Company that are determined by the Board of the Demerged Company to be substantially engaged in, or in relation to, the Scientific and Industrial Products Business, on the date immediately preceding the Effective Date;
(viii) all liabilities present and future, corporate guarantees issued and the contingent liabilities pertaining or relatable to the Scientific and Industrial Products Business, namely:
(a) the debts of the Demerged Company which arises out of the activities or operations of the Scientific and Industrial Products Business;
(b) specific loans and borrowings raised, incurred and utilised by the Demerged Company for the activities or operations of or pertaining to the Scientific and Industrial Products Business; and
(c) general or multipurpose borrowings, if any, of the Demerged Company will be apportioned basis the proportion of the value of the assets transferred as part of Scientific and Industrial Products Business to the total value of the assets of the Demerged Company immediately prior to the Appointed Date.
(ix) funds required to incur capital expenditure in respect of tubing furnace as approved by the Board of the Demerged Company;
(x) entire experience, credentials, past record and market share of the Demerged Company pertaining to the Scientific and Industrial Products Business;
(xi) All reserves relating to the Scientific and Industrial Products Business as identified by the Board of the Demerged Company; and
(xii) all legal or other proceedings of whatsoever nature, by or against the Demerged Company pending as on the Effective Date and relating to the Scientific and Industrial Products Business.