23rd April, 2021

The Department of Corporate Services, SSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Dear Sir,

Sub: Petition submitted to the Hon'ble National Company Law Tribunal Ref: Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors

Ref: Company Code - 519600

Pursuant to Regulation ³⁰ of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Petition along with Scheme and Chairman Report filed with the Hon'ble National Company Law Tribunal. in connection to the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors.

This is for your information and necessary records.

Regards,

For CCL Products (India) Limited

?? Sridevi Dasar?

Company Secretary & Compliance Officer Enclosed as above

CCL PRODUCTS (INDIA) LIMITED CORPORATE OFFICE 7-1-24/2/D. "Greendale Ameerpet. Hyderabad - 500016. Telangana. India <!,,,+91 40 2373 0855

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL AMARAVATHI BENCH AT HYDERABAD C.P. (CAA) No._______/230/AMR/2021 CONNECTED WITH C.A. (CAA) NO.1/230/AMR/2021 IN THE MATTER OF COMPANIES ACT, 2013 AND IN THE MATTER OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT AND IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN CCL BEVERAGES PRIVATE LIMITED (TRANSFEROR COMPANY) AND CCL PRODUCTS (INDIA) LIMITED (TRANSFEREE COMPANY) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CCL BEVERAGES PRIVATE LIMITED

….Petitioner /Transferor Company

CCL PRODUCTS (INDIA) LIMITED

…. Petitioner / Transferee Company

MASTER INDEX

Sl. No.	Particulars	Annexure	Page No.
		No.
	VOLUME - I
(1)	Joint Company Petition Seeking sanction to the scheme
	of amalgamation under sections 230 to 232 of the
	Companies act, 2013 read with rule of the companies	-	1-35
	(Compromises, Arrangements and Amalgamations)
	rules, 2016
(2)	A copy of the Certificate of Incorporation and
	Memorandum of Association and Articles of	1	35-50
	Association of the Transferor Company.
(3)	A Copy of the audited Financial Statement as on
	31.03.2020 and Copy of the provisional Financial	2 51-88
	Statement as on 31.12.2020 of the Transferor Company.
(4)	A copy of the Certificate of Incorporation, Fresh
	Certificate of Incorporation and Memorandum of	3	89-139
	Association and Articles of Association of the
	Transferee Company.
	VOLUME - II
(5)	A Copy of the audited Financial Statement as on
	31.03.2020 and Copy of the provisional Financial	4	140-259
	Statement as on 31.12.2020 of the Transferee Company.
(6)	A signed copy of the Scheme of Amalgamation	5	260-277
(7)	A Copy of the Certificates issued by M/s. Jukanti &
	Associates and M/s. P. Sivaramakrishna & Co,
	Chartered Accountants, the respective Statutory	6 & 7	278 - 279
	Auditors of the Transferor Company and the Transferee
	Company confirming the Accounting Treatment

	proposed in the Scheme.
(8)	Certified true copy of the Board Resolutions passed by
	the Board of Directors of the Applicant Companies	8 & 9	280-285
	approving the Scheme of Amalgamation.
(9)	A copy of the email acknowledgement received from
	the NSE ([email protected]) evidencing the proof of	10	286
	filing of the Scheme with the Stock Exchange.
(10)	A copy of the order dated 26th day of February, 2021,	11	287-295
	passed by this Hon'ble Tribunal
	VOLUME - III
(11)	A copy of the Affidavit of Service along with filing
	acknowledgment of Affidavit of Service filed in terms
	of Rule 12 of the Companies (Compromises,
	Arrangements and Amalgamations) Rules, 2016, dated	12	296-522
	24th March, 2021, by the Chairperson with this Hon'ble
	Tribunal on 26th March, 2021 through e-filing No.
	2812129000082021
	VOLUME - IV
(12)	A copy of the Affidavit of Service along with filing
	acknowledgment of Affidavit of Service filed in terms
	of Rule 12 of the Companies (Compromises,
	Arrangements and Amalgamations) Rules, 2016, dated	13	523-746
	24th March, 2021, by the Chairperson with this Hon'ble
	Tribunal on 26th March, 2021 through e-filing No.
	2812129000082021
	VOLUME - V
(13)	A copy of the Chairperson's report dated 16.04.2021, on
	the result of voting by the Equity Shareholders of the
	Transferee Company, as submitted to this Hon'ble	14	747-796
	Tribunal by the Chairperson on 16th April, 2021,
	through e filing No. 2812129000082021
(14)	A copy of the Chairperson's report dated 16.04.2021, on
	the result of voting by the Trade / Sundry Creditors of
	the Transferee Company, as submitted to this Hon'ble	15	797-832
	Tribunal by the Chairperson on 16st April, 2021,
	through e filing No. 2812129000082021

Date: 21.04.2020

Place: Hyderabad Counsel for the Petitioner Companies

CCL BEVERAGES PRIVATE LIMITED

….Petitioner /Transferor Company

CCL PRODUCTS (INDIA) LIMITED

…. Petitioner / Transferee Company

Sl. No.	Particulars	Annexure	Page No.
		No.
	VOLUME - I
(15)	Joint Company Petition Seeking sanction to the scheme
	of amalgamation under sections 230 to 232 of the
	Companies act, 2013 read with rule of the companies	-	1-35
	(Compromises, Arrangements and Amalgamations)
	rules, 2016
(16)	A copy of the Certificate of Incorporation and
	Memorandum of Association and Articles of	1	35-50
	Association of the Transferor Company.
(17)	A Copy of the audited Financial Statement as on
	31.03.2020 and Copy of the provisional Financial	2	51-88
	Statement as on 31.12.2020 of the Transferor Company.
(18)	A copy of the Certificate of Incorporation, Fresh
	Certificate of Incorporation and Memorandum of
	Association and Articles of Association of the	3	89-139
	Transferee Company.

INDEX

Date: 21.04.2020

Place: Hyderabad Counsel for the Petitioner Companies

CCL BEVERAGES PRIVATE LIMITED

….Petitioner /Transferor Company

CCL PRODUCTS (INDIA) LIMITED

…. Petitioner / Transferee Company

Sl. No.	Particulars	Annexure	Page No.
		No.
	VOLUME - II
(1)	A Copy of the audited Financial Statement as on
	31.03.2020 and Copy of the provisional Financial	4	140-259
	Statement as on 31.12.2020 of the Transferee Company.
(2)	A signed copy of the Scheme of Amalgamation	5	260-277
(3)	A Copy of the Certificates issued by M/s. Jukanti &
	Associates and M/s. P. Sivaramakrishna & Co,
	Chartered Accountants, the respective Statutory	6 & 7 278 - 279
	Auditors of the Transferor Company and the Transferee
	Company confirming the Accounting Treatment
	proposed in the Scheme.
(4)	Certified true copy of the Board Resolutions passed by
	the Board of Directors of the Applicant Companies	8 & 9	280-285
	approving the Scheme of Amalgamation.
(5)	A copy of the email acknowledgement received from
	the NSE ([email protected]) evidencing the proof of	10 286
	filing of the Scheme with the Stock Exchange.
(6)	A copy of the order dated 26th day of February, 2021, passed by this Hon'ble Tribunal	11	287-295

INDEX

Date: 21.04.2020

Place: Hyderabad Counsel for the Petitioner Companies

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

AMARAVATI BENCH AT HYDERABAD

C.P. (CAA) No. _______/230/AMR/2021

CONNECTED WITH

C.A. (CAA) NO.1/230/AMR/2021

IN THE MATTER OF COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013

AND

ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT

AND

IN THE MATTER OF SCHEME OF AMALGAMATION

BETWEEN

CCL BEVERAGES PRIVATE LIMITED

(TRANSFEROR COMPANY)

AND

CCL PRODUCTS (INDIA) LIMITED

(TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CCL BEVERAGES PRIVATE LIMITED, a Company incorporated under the provisions of Companies Act, 2013, bearing CIN: U15549AP2019PTC113114 and having its registered office situated at Door No/SY No.269/1, Kuvvakolli Village, Varadaiahpalem Mandal, Chittoor AP 517645, India represented by its Director, Bandi Mohan Krishna (DIN: 03053172), email: [email protected], Ph: 040 23732455

....Petitioner/Transferor Company

CCL PRODUCTS (INDIA) LIMITED, a Company incorporated under the provisions of Companies Act, 1956, bearing CIN: L15110AP1961PLC000874 and having its registered office situated at Duggirala, Guntur, AP 522330, India represented by its Company Secretary, Sridevi Dasari, email: [email protected], Ph: 04023732455

.... Petitioner / Transferee Company

B. Noton Krish KUVAKOL

JOINT COMPANY PETITION SEEKING SANTION TO THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 READ WITH RULE OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

The Transferor Company and Transferee Company are hereinafter collectively referred to as the "Petitioner Companies" and severally as "Petitioner Company".

DETAILS OF PETITIONER COMPANIES I.

(A) CCL BEVERAGES PRIVATE LIMITED (CCL BEVERAGES) was incorporated in the state of Andhra Pradesh, under the provisions of the Companies Act, 2013, vide Corporate Identification Number U15549AP2019PTC113114, issued by the Registrar of Companies, Andhra Pradesh on 14.10.2019 (Fourteenth Day of October, Two Thousand and Nineteen). The PAN of the Company is AAICC4206D. (Hereinafter referred to as the "Transferor Company / CCL BEVERAGES").

(A copy of the Certificate of Incorporation is annexed hereto and marked as "Annexure-1").

The Registered Office of the Transferor Company is situated at Door No/SY No.269/1, Kuvvakolli Village, Varadaiahpalem Mandal, Chittoor AP 517645 IN.

The present main objects of the Transferor Company are as follows:

a. To carry on the business, either solely or in collaboration with other persons or entities, whether of Indian or foreign origin, to manufacture, buy, sell, retail, wholesale, trade, market, import, export, process, manipulate, prepare, preserve, carry on, refine, bottle and to deal in all types of coffee, tea, chicory, cocoa, milk, condensed milk, milk products, sugar, sugar substitutes and other similar products, manufactured or raw state, whether in India or elsewhere either in wholesale and/ or in retail or otherwise.
b. To manufacture, sell and deal, in any manner whatsoever, with plant and Machinery, Equipment, Know-how for manufacture of coffee, tea, cocoa, milk, milk products, sugar, sugar substitutes and other similar products. ৰ্মণ PR

c. To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to sell, distribute, deal in, market, trade, export or otherwise dispose of in, to, at or from any part of India and elsewhere globally all sorts of food and food stuffs, natural food, instant food, cooked food, packaged food, ready food, canned food, dehydrated food, pulps and purees, sauces, preserved food, prepared food, noodles, snacks (whether or not plain, flavoured, spiced, curried, coloured) and edible food colours (natural, artificial, synthetic or chemical) and all raw materials, ingredients, condiments, accompaniments, curries. preparations, sauces, packaging, dispensing accessories and also including all versions, alternatives, substitutes thereof and therefore and to undertake, execute, or otherwise perform the agency business, representative business, transport, delivery, stocking, storing, distribution of any or all aforesaid.
d. To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to sell, distribute, deal in, market, trade, package, bottle, export or otherwise dispose off at or from any part of India and elsewhere globally all sorts of wines, alcoholic liquors and liqueurs, beverages (alcoholic, non- alcoholic, aerated or non- aerated), food or health beverages, fruit and vegetable pulps and beverages, drinks and all raw materials, ingredients, accompaniments, packaging, bottles, dispensing accessories and also including all versions, alternatives, substitutes thereof and to refer and to undertake, execute, or otherwise perform the agency business, representative business, bottling, distilling, transport, delivery, stocking, storing, distribution of any or all aforesaid.

(A copy of the Memorandum of Association and Articles of Association of the Transferor Company is annexed hereto and marked as "Annexure-1").

The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31.03.2020 is as follows:

Share Capital	Amount in Rs.
Authorized Capital
1,00,000 (One Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each.	10,00,000
Total	10,00,000
Issued, Subscribed and Paid LineCapita	化区心
B. Mol Krishn (B (KUVAKOLLI)	HYDERASAD)

Share Capital	Amount in Rs.
10,000 (Ten Thousand) fully paid up Equity Shares of Rs.10/- (Rupees Ten only) each.	1,00,000
Total	1,00,000

Subsequent to 31^st March, 2020, there is no change in the authorised, issued, subscribed and paid up share capital of the Transferor Company.

(Audited financial statements as on 31.03.2020 and Copy of the Provisional Financial Statement as on 31.12.2020 of the Transferor Company is annexed hereto and marked as "Annexure-2").

The Transferor Company is wholly owned subsidiary of the Transferee Company. The following is the extract of the Register of Members of the Transferor Company showing its latest list of the equity shareholders:

SI. No.	Name of shareholder	Total No. of shares held	% of Shareholding
1.	CCL Products (India) Limited (Transferee Company)	9,999	99.99
2.	Mr. Challa Srishant - Nominee of CCL Products (India) Limited		0.01
	Total	10,000	100.00

(B) CCL PRODUCTS (INDIA) LIMITED (CCL PRODUCTS) was originally incorporated under the name and style "Sahayak Finance & Investment Corporation Limited" under the provisions of Companies Act, 1956, on 22.03.1961 (Twenty Second Day of March, One Thousand Nine Hundred and Sixty One) in the state of Andhra Pradesh, vide Certificate of Incorporation No. 874 of 1960-61, issued by the Registrar of Companies, Andhra Pradesh. Subsequently, the name of the Company was changed from "Sahayak Finance & Investment Corporation Limited" to "Continental Coffee Limited" by following due procedure laid down under the applicable provisions of Companies Act, 1956 and a fresh certificate of Incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh on 22.02.1994 (Twenty Second Day of February, One Thousand Nine Hundred and Ninety Four). Subsequently, the name of the Company was changed from "Continental Coffee Limited" to its present name, i.e., "CCL Products (India) Limited" by following due precedure laid down under the applicable 1956 and a fresh certificate of incorporation provisions of Companies/ axt, $B. HbL$

consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh, on 21.11.2002 (Twenty First Day of November Two Thousand and Two). The present Corporate Identification Number (CIN) of the Company is L15110AP1961PLC000874. The PAN of the Company is AAACC9552G. (Hereinafter referred to as the "Transferee Company/ CCL PRODUCTS").

(A copy of the Certificate of Incorporation and Fresh Certificates of Incorporation consequent upon change of names of Transferee Company are annexed hereto and marked as "Annexure-3").

The registered office of the Transferee Company is situated at Duggirala, Guntur, A.P. 522330 IN.

The Transferee Company is mainly engaged in the business of manufacturing and sale of different types of the Coffee in India and abroad. Few of the main objects of the Transferee Company are as follows:

a. To carry on the business solely or in collaboration with others, Indian or foreign, in manufacture of Coffee, Tea, Chicory, Cocoa, Milk Products, Condensed Milk, Cheese, Plain and all flavoured, Yoghurt, Shrikhand, Creamers including non-dairy creamer, sweetner, natural & artificial and the like, in all or any of their forms (including spray dried, freeze dried, agglomerate, granulated, blended and preparations thereof for consumption by human beings and also including all versions, alternatives, substitutes thereof and therefor in whatsoever manner, that is to say, either mechanically or otherwise, by employing electricity or any other power or energy, and sale thereof, either in whole sale and/or in retail or otherwise, whether in the country or abroad.
b. To carry on business in processing, manipulating, preparing, preserving, carrying, refining, bottling, buying, rendering marketable and dealing in Coffee, Tea, Chicory, Cocoa and the like in their prepared, manufactured or raw state and whether in whole sale and/or in retail.
c. To manufacture, sell and deal in any manner with Plant and Machinery, Equipment, Knowhow for manufacture of coffee, tea, cocoa and milk products.
d. To acquire by purchase of otherwise, and to carry on the business of planters, cultivators, growers and annufacturers or sellers and deal ||Ә қиvақоllі B. Nolan Krish

tea, coffee, cocoa and to manufacture, dispose of, buy and deal in the said products.

e. To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to sell, distribute, deal in, market, trade, export or otherwise dispose of in, to, at or from any part of India and elsewhere globally all sorts of food and food stuffs, natural food, instant food, fast food, cooked food, packaged food, ready food, canned food, dehydrated foods, pulps and purees, sauces, preserved food, prepared food, noodles, snacks (whether or not plain, flavoured, spiced, curried, coloured) and edible food colours (natural, artificial, synthetic or chemical) and all raw materials, ingredients, condiments, accompaniments, curries, preparations, sauces, packaging, dispensing accessories and also including all versions, alternatives, substitutes thereof and therefor and to undertake, execute, or otherwise perform the agency business, representative business, transport, delivery, stocking, storing, distribution of any or all aforesaid.
f. To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to sell, distribute, deal in, market, trade, package, bottle, export or otherwise dispose of, in, to, at or from any part of India and elsewhere globally all sorts of wines, alcoholic liquors and liqueurs, beverages (alcoholic, non-alcoholic, aerated or non-aerated), food or health beverages, fruit and vegetable pulps and beverages, drinks and all raw materials, ingredients, accompaniments, packaging, bottles, dispensing accessories and also including all versions, alternatives, substitutes thereof and to refer and to undertake, execute, or otherwise perform the agency business, representative business, bottling, distilling, transport, delivery, stocking, storing, distribution of any or all aforesaid.

(A copy of the Memorandum of Association and Articles of Association of the Transferee Company is annexed hereto and marked as "Annexure-3").

The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31.03.2020 is as follows:

Share Capital	Amount in Rs.
Authorized Capital
15,00,00,000 (Fifteen Crore), of $Rs.2/-$	30,00,00,0
Kricht	TI HYDERASAD,

Share Capital	Amount in Rs.
(Rupees Two only) each.
Total	30,00,00,000
Issued, Subscribed and Paid Up Capital
13,30,27,920 (Thirteen Crore Thirty Lakh Twenty Seven
Thousand Nine Hundred and Twenty) fully paid up	26,60,55,840
Equity Shares of Rs.02/- (Rupees Two only) each.
Total	26,60,55,840

Subsequent to 31^st March, 2020, there is no change in the authorised, issued, subscribed and paid up share capital of the Transferee Company.

(Audited financial statements as on 31.03.2020 and Copy of the Provisional Financial Statement as on 31.12.2020 of the Transferee Company is annexed hereto and marked as "Annexure-4").

The Transferee Company is the Holding Company of the Transferor Company. The equity shares of the Transferee Company are listed and traded on the BSE Limited ("BSE") bearing Scrip Code: 519600 and on the National Stock Exchange of India Limited ("NSE") bearing Symbol: CCL. The following is the Shareholding Pattern of the Transferee Company as on 16.04.2021:

SI. No.	Category of shareholder	No. of Shareholde rs.	Total No. of shares held	$%$ of holding
1.	Promoter & Promoter Group	6	6,14,49,342	46.19
2.	Public	37,660	7,15,78,578	53.81
	Total	37,666	13,30,27,920	100.00

П. JURISDICTION OF THE BENCH

The registered offices of the Petitioner Companies are situated in the state of Andhra Pradesh and hence the subject-matter of this Petition is within the jurisdiction of this Hon'ble National Company Law Tribunal, Amaravati Bench.

III. LIMITATION

The present Petition is being filed under Sections 230 to 232 of the Companies Act, 2013, pursuant to the Board Resolution passed by the Board of Directors of the respective Petitioner Companies at their respective meetings held on 20^th day of October, 2020 and hence the present application is within the

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limitation. KUVAKOLI Birtol mkris

IV. FACTS OF THE CASE

(A) The Board of Directors of the respective Petitioner Companies at their respective meetings held on 20^th day of October, 2020 have resolved to amalgamate the Transferor Company with the Transferee Company pursuant to a Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors under Sections 230 to 232 of the Companies Act, 2013 and all other applicable provisions of the said Act and rules made thereunder.
(B) The said Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors was approved by the Board of Directors of the Petitioner Companies with the following objectives:
1. The Scheme is presented under Sections 230 to 232 of the Companies Act, 2013 with read Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and it provides for amalgamation of CCL Beverages with CCL Products, resulting in consolidation of business of two Companies in one entity and thereby strengthening the position of the amalgamated entity by enabling it to harness and optimize the synergies of equipment's and human resources, which is in the best interest of both the Companies.
1. The present Scheme contemplates amalgamation of the Wholly Owned Subsidiary with its parent Company, which would therefore lead to a more efficient utilization of management level decisions and implementation thereof.
1. The amalgamation will enable appropriate consolidation of activities of Transferor Company and Transferee Company with pooling and more efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement in various operating parameters.
1. To achieve consolidation, greater integration and flexibility which will maximize overall shareholder value and improve the competitive positions $\sqrt{1 + \frac{1}{n}}$ GES PRI

HYDERABAL

of the combined entity. Krish $\beta$ , $\land$ KUVAKOL

1. To achieve greater efficiency in cash management and unfettered access to cash flows generated by the combined entity which can be deployed more effectively to fund organic and inorganic growth opportunities.
1. Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.
1. Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business process, elimination of duplication and rationalization of administrative expenses.
1. The amalgamation will result in reduction of multiplicity of entities, thereby reducing compliance cost of multiple entities viz., statutory filings, regulatory compliances, labour law/establishment related compliances.
1. The Scheme shall be beneficial and in the best interests of the shareholders, creditors, employees of the Transferor Company, the Transferee Company and all concerned.

(C) SCOPE OF THE SCHEME

The Scheme of Amalgamation is presented pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (to the extent applicable) for the Amalgamation of CCL Beverages Private Limited (Transferor Company) with CCL Products (India) Limited (Transferee Company). The Scheme (as defined hereinafter) also provides for various other matters consequential to, or otherwise integrally connected with the above, as more specifically stated hereinafter. The scope of the scheme is as under:

1. Amalgamation of the Transferor Company with the Transferee Company.
1. Dissolution of the Transferor Company without Winding up.
1. The transfer of the Transferor Company will be on a going concern basis.

This Scheme of Amalgamation has been drawn up to comply with the conditions as specified under section 2(1B) of Income Tax Act, 1961, such that:

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(i) All the properties of Transferor Company, immediately before the amalgamation, become the properties of Transferee Company by virtue of amalgamation.
(ii) All the liabilities of Transferor Company, immediately before the amalgamation, become the liabilities of Transferee Company by virtue of amalgamation.

PARTS OF THE SCHEME (D)

The scheme is divided into following parts:

Part I deals with Definitions and Interpretations;
deals with the Amalgamation of CCL Beverages Private Part II Limited (Transferor Company) with CCL Products (India) Limited (Transferee Company) and Dissolution of the Transferor Company.

deals with General Terms and Conditions Part III

$(E)$ FEW OF THE SIGNIFICANT TERMS OF THE SCHEME OF AMALGAMATION ARE AS FOLLOWS:
1. Clause 1.4 of the Scheme: "Appointed Date" means 01^st day of April, 2020 or such other date as may be fixed or approved by the Appropriate Authority.The Appointed Date shall be the effective date and the Scheme shall be deemed to be effective from the Appointed Date.
1. Clause 3 of the Scheme: Transfer of assets, properties, estates, claims, debts, duties, liabilities, obligations etc.,
3.1 Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all properties, assets, liabilities and undertaking(s) of the Transferor Company shall stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company under the provisions of Section 230 to 232 of the 2013 Act and all other applicable provisions, if any, of the 2013 Act and also in accordance with section 2(1B) of the Income-tax Act, 1961, without any further deed or act, subject to existing charges or lis pendens, if any thereon, in favour of banks/ financial institutions.

3.2 Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all immovable property (including land, buildings and any other immovable property), if any, of the Transferor Company, whether under constructions, freehold or leasehold, and any documents of title, rights, agreements to sell / agreements of sale and easements in relation thereto, shall stand vested in the Transferee Company, without any act or deed done by the Transferor Company or the Transferee Company, and without any approval or acknowledgement of any third party. With effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges and fulfill all obligations, in relation to or applicable to such immovable properties. The mutation/ substitution of the title to such immovable properties shall be made and duly recorded in the name of the Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the NCLT and in accordance with the terms hereof. The Transferor Company shall take all steps as may be necessary to ensure that lawful, peaceful and unencumbered possession, right, title, interest of its immovable property is given to the Transferee Company.
3.3 Without prejudice to the generality of the foregoing, with effect from the Appointed Date, it is expressly provided that in respect of such of the assets of the Transferor Company that are movable in nature and / or are otherwise capable of transfer by manual or constructive delivery and / or endorsement and delivery or novation, the same shall be deemed to have been so transferred by Transferor Company and shall become the property of the Transferee Company in pursuance of the provisions of section 230 to 232 of the 2013 Act, without any further act, instrument, deed, matter or thing.
3.4 In respect of movables other than those dealt with in Clause 3.3 above including sundry debts, receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, property development rights, investments, earnest money and deposits with any Government, quasi government, local or other authority or body or with any company or other person, the same shall on and from the Appointed Date stand transferred to and vested in the Transferee Company without any notice or other intimation to the debtors (although the Transferor Company may, without being obliged, and if it so deems appropriate, at its

sole discretion, give notice in FIFE APPER as it may deem fit and proper to TS W B. Molan Kristinakou

4 (HYDERABAD

each person, debtor, or depositee, as the case may be, that the said debt, loan, advance, balance or deposit stands transferred and vested in the Transferee Company).

$3.5$ Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date all liabilities relating to and comprised in the undertaking of Transferor Company including all secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations and undertakings of the Transferor Company of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its business activities and operations, shall, stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company under the provisions of Sections 230 to 232 of the 2013 Act and other applicable provisions, if any, of the 2013 Act, without any further act, instrument, deed, matter or thing.
The transfer and vesting as aforesaid shall be subject to subsisting charges, if $3.6$ any, in respect of any assets of Transferor Company. PROVIDED always that the Scheme shall not operate to enlarge the security for any loan, deposit or facility availed by the Transferor Company and Transferee Company shall not be obliged to create any further or additional security in relation to subsisting charges, if any, thereof after the date of approval of this Scheme by the NCLT or otherwise.
$3.7$ All staff, workmen and employees of the Transferor Company shall become the staff, workmen and employees of the Transferee Company, without any further act or deed to be done by the Transferor Company or the Transferee Company.
$3.8$ Upon approval of the Scheme by the Tribunal, the Transferee Company shall, if so required under any law or otherwise, execute deeds of confirmation or other writings or arrangement with any party to any contract or arrangement to which the Transferor Company is a party in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Company to carry out or perform all such formalities or compliances referred to above on part of the Transferor Company.

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3.9 Upon approval of this Scheme by the Tribunal, the Transferee Company shall be entitled to secure the record of the change in the legal ownership upon the vesting of the assets of the Transferor Company in accordance with the provisions of Sections 230 to 232 of the 2013 Act. The Transferor Company and the Transferee Company shall be jointly and severally authorized to execute any writings and / or carry out any formalities or compliance in this regard.
3.10 All taxes, duties, cess payable by the Transferor Company including all or any refunds / credit / claims pertaining to the period prior to the Appointed Date shall be treated as the liability or refunds / credit / claims, as the case may be, of the Transferee Company.
3.11 All the licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and benefits (including tax benefits), subsidies, concessions, grants, rights, patents, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Transferor Company and all rights and benefits that have accrued or which may accrue to the Transferor Company, whether before or after the Appointed Date, shall, under the provisions of Sections 230 to 232 of the 2013 Act and all other applicable provisions of the Act, if any, without any further act, instrument or deed, cost or charge be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Company so as to become as and from the Appointed Date licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions.
3.12 All the Insurance policies registered in the name of the Transferor Company which are active as on the date of approval of the Scheme by the Tribunal and which can be transferred/assigned shall pursuant to the provisions of Section 232 of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and or be deemed to have been transferred to and vested in and be available to the benefit of the Transferee Company and accordingly, the insurance companies shall record the name of the Transferee Company in all the insurance policies registered in the name of the Transferor

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Company so as to ensure that all the rights and privileges under all such policies available to the Transferor Company and / or to any other person / director / employee of Transferor Company, whether in the capacity of the Policy Holder or Owner or Insured or the Beneficiary, as the case may be, be available to the benefit of the Transferee Company and / or to any other person/director/employee of Transferee Company, as the case may be, on the same terms and conditions as they were applicable to the Transferor Company and upon such transfer/assignment, all such policies shall be effective in favour of the Transferee Company as if instead of the Transferor Company, the Transferee Company had been a party or beneficiary thereto. However, for the insurance policies which do not permit such transfer/assignment, the Transferee Company may make fresh application(s) to the concerned authority/insurance company(ies) on such terms and conditions as may be prescribed. It is hereby clarified that all the costs and/or expenses and/or premiums in relation to the transfer/assignment/of the insurance policies in the name of Transferee Company shall be borne by the Transferee Company and the Transferor Company shall have no further obligations in this regard.

3.13 Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all existing and future incentives, unavailed credits and expenditures, exemptions and deductions, benefit of carried forward losses and other statutory benefits, including in respect of income tax (including MAT credit under the IT Act), excise (including Modvat / Cenvat), customs, VAT, sales tax, service tax, GST including the IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company in all the states, to which the Transferor Company are entitled to shall be available to and vest in the Transferee Company.
3.14 The Transferee Company shall file relevant intimations, for the record of the statutory authorities signifying the transfer of the assets / properties including but not limited to permissions, approvals, consents, sanctions, remissions, special reservations, incentives, concessions and other authorizations of the Transferor Company.

3. Clause 5 of the Scheme - Legal Proceedings:

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5.1 If any suit, appeal or other proceedings of whatever nature by or against the Transferor Company is pending (the same shall not abate or be discontinued or

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in any way be prejudicially affected by reason of this amalgamation or by anything contained in this Scheme, but the said suit, appeal or other legal proceedings 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 the Scheme had not been made.

5.2 On and from the date of approval of this Scheme by the Tribunal, the Transferee Company shall, and may, if required, initiate, continue any legal proceedings in relation to the Transferor Company.
1. Clause 8.1 of the Scheme Staff, Workman & Employees of the Transferor Company: Upon approval of this Scheme by the Tribunal, all staff, workmen and employees on the payrolls of the Transferor Company, in service on the date of approval of this Scheme by the Tribunal shall be deemed to have become staff, workmen, and employees of Transferee Company on such date without any break or interruption in their service and on the terms and conditions of their employment not less favourable than those subsisting with reference to Transferor Company as on the said date.

5. Clause 9 of the Scheme - Dissolution of the Transferor Company:

Upon approval of this Scheme by the Tribunal, the Transferor Company (viz. CCL Beverages Private Limited shall be dissolved without winding up and without any further act or deed on the part of the Transferor Company pursuant to the provisions of Section 232 of the 2013 Act.

6. Clause 11 of the Scheme - Consideration:

The entire issued, subscribed and paid-up share capital of the Transferor Company is held (beneficially owned) by the Transferee Company. Upon approval of this Scheme by the Tribunal, no shares of the Transferee Company shall be issued or allotted in lieu of its holding in the Transferor Company, and the Paid up share capital of the Transferor Company shall stand cancelled and extinguished. The investments in the shares of the Transferor Company, appearing in the books of account of Transferee Company shall without any further act or deed, stand cancelled.

Clause 12 of the Scheme - Consolidation of Authorized Capital of the Authorised Capital of the Transferee Transferor Company with the

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12.1 As an integral part of the Scheme, the face value of 1 (One) equity share of Transferor Company amounting to Rs.10/- (Rupees Ten only) shall be subdivided into face value of Rs.2/- (Rupee Two only) comprising 5 (Five) equity shares of Transferor Company, accordingly the authorised share capital of the Transferor Company shall be restructured and restated as follows:

"The authorised share capital of the Transferor Company is Rs.10,00,000/- (Rupees Ten Lakh only) divided into 5,00,000 (Five Lakh) equity shares of Rs.2/- (Rupee Two only) each".

12.2 The members of the Transferor Company, on approval of the Scheme, shall be deemed to have given their approval u/s 61 of the 2013 Act and all other applicable provisions of the said act for sub-division of the face value of equity shares and for the amendment to the Authorized Capital of the Company and no separate resolutions will be required to be passed for subdivision of the face value of equity shares of the Company and for the amendment to the Authorized Capital of the Company under section 61 of the 2013 Act and no separate notice will be required to be given to the Registrar of Companies, for intimation of sub-division under section 64 of the 2013 Act.
12.3 As an integral part of the Scheme and upon its sanction, and after the subdivision of the face value of the equity shares of the Transferor Company, the Authorized Share Capital of the Transferee Company shall automatically stand increased by merging the Authorized Share Capital of Transferor Company with Transferee Company after filing necessary e-form INC 28 with the ROC / MCA without any further act or deed on the part of the Transferee Company. However, the fee paid by the Transferor Company on its Authorised Capital prior to its amalgamation with the transferee company shall be set off against the fees payable by the transferee company on its Authorised Capital enhanced by the amalgamation as provided under Section 233(11) of the Companies Act, 2013.
12.4 The Memorandum and Articles of association of the Transferee Company (relating to authorized share capital) shall without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purpose

of effecting this amendment and more tesolution(s) under Section

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14, 61, 64 or any other applicable provisions of the 2013 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 utilised and applied to the increased authorized share capital of the Transferee Company. Pursuant to the approval of this Scheme by the Tribunal and consequent upon the amalgamation of the Transferor Company with the Transferee Company, the authorized share capital of the Transferee Company will be Rs.30,10,00,000/- (Rupees Thirty Crore and Ten Lakh only) divided into 15,05,00,000 (Fifteen Crore and Five Lakh) equity shares of Rs.2/- (Rupees Two only) each.

12.5 It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be given their consent / approval also to the alteration of the Memorandum and Article of Association of the Transferee Company as may be required under the Act and Clause V of the Memorandum of Association of the Transferee Company shall stand substituted by virtue of the Scheme to be read as follows:

Memorandum of Association:

"V. The Authorized Share Capital of the Company is Rs.30,10,00,000/-(Rupees Thirty Crore and Ten Lakh only) divided into 15,05,00,000 (Fifteen Crore and Five Lakh) equity shares of Rs.2/- (Rupees Two only) each."

1. Clause 15 of the Scheme: Conditionality of the Scheme: This Scheme is conditional upon and subject to:
15.1 The Scheme is conditional upon and subject to:
(a) Approval by requisite majority of the members and creditors of Transferor Company and Transferee Company as may be directed by the NCLT either by way of convening a meeting or by way of a dispensation on production of consent affidavits or no-objection certificates:
(b) Approval of the scheme by relevant regulatory authorities;
(c) Sanction of the Scheme by the NCLT;
(d) Certified copies of the orders of the NCLT, sanctioning the Scheme being filed with the Registrar of Companies.

15.2 In the event of this Scheme failing to take effect finally, this Scheme shall become null and void and in that case no rights and liabilities whatsoever shall accrue to or be incurred inter-se by the parties or their shareholders or creditors or employees or any other person.
15.3 If any part of this Scheme is invalid, ruled illegal by any Court of competent jurisdiction, or unenforceable under present or future laws, then it is the intention of the parties that such part shall be severable from the remainder of this Scheme, and this Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the Board of Directors of the companies involved in the Scheme shall attempt to bring about a modification in this Scheme, as will best preserve for the parties the benefits, and obligations of this Scheme, including but not limited to such part.

(A signed copy of the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective shareholders and creditors is annexed hereto and marked as "annexure-5").

(D) COMPLIANCE OF ACCOUNTING STANDARD

The accounting treatment proposed at Clause 13 of Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective shareholders and creditors, is in conformity with the accounting standards as prescribed under the provisions of Section 133 of the Companies Act, 2013.

(Copies of the certificates issued by M/s. NSVR & Associates LLP and M/s. Ramanatham & Rao, the respective Statutory Auditors of the Transferor Company and the Transferee Company confirming the Accounting Treatment proposed in the Scheme are annexed hereto and marked as "Annexure-6 and $7$ ").

(E) BOARD RESOLUTION OF THE RESPECTIVE PETITIONER COMPANIES APPROVING THE SCHEME OF AMALGAMATION

The Board of Directors of the respective Petitioner Companies at their respective meetings held on 20^th day of October, 2020, approved the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company)

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and CCL Products (India) Limited (Transferee Company) and their respective shareholders and creditors.

(Certified true copy of the Board Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Amalgamation are annexed hereto and marked as "Annexure-8 and 9").

(F) INTEREST OF DIRECTORS IN THE PROPOSED SCHEME OF AMALGAMATION

The Board of Directors of the Petitioner Companies have no material interest in the proposed Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective shareholders and creditors except as shareholders of their respective companies in general.

(G) INTIMATION TO THE STOCK EXCHANGES

It is respectfully submitted that the Petitioner / Transferee Company is a Listed Company having its shares listed and traded on the BSE Limited and National Stock Exchange of India Limited. Since the present Scheme solely provides for amalgamation of the wholly owned subsidiary with its parent company, no formal approval, is required from the Stock Exchanges or Securities and Exchange Board of India ('SEBI') for the Scheme, in terms of provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017, and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated 10th March, 2017, and Circular No. CFD/DIL3/CIR/2018/2 dated January 03, 2018 and in terms of the SEBI Regulations, the present Scheme of Amalgamation is only required to be filed with BSE and NSE for the purpose of disclosure and dissemination on their website. Accordingly, copy of the Scheme along with all the related and necessary documents have been filed with the BSE and NSE for the purpose of disclosure and dissemination on their website.

(A copy of the email acknowledgement received from the NSE ([email protected]) evidencing the proof of filing of the Scheme with the Stock Exchange is annexed hereto and marked as "Annexure - 10").

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(H) JOINT COMPANY APPLICATION NO. CA (CAA) No. 1/230/AMR/2021:

(a) It is respectfully submitted that the Petitioner Companies had filed a joint Company Application vide C.A. (CAA) NO. 1/230/AMR/2021 before the Hon'ble National Company Law Tribunal, Amaravati Bench, under section 230 to 232, on 09.01.2021, praying inter-alia for dispensing with the requirement of convening the meetings (i) Equity Shareholders of the Transferor Company since it is a wholly owned subsidiary of CCL Products (India) Limited, which has given its consent Affidavit to the Scheme of Amalgamation (ii) Unsecured Creditors /Trade Creditors since the Transferor Company does not have any Unsecured Creditors/Trade Creditors (iii) Secured Creditors since the Transferor Company has only one such Creditor which has given its consent to the Scheme of Amalgamation (iv) convening the meeting of the Equity Shareholders of the Transferee Company for obtaining their approval to the Scheme of Amalgamation and (v) convening the meeting of the Trade/ Sundry Creditors, of the Transferee Company for obtaining their approval to the Scheme of Amalgamation.
(b) The Joint Company Application vide C.A. (CAA) NO. 1/230/AMR/2021, was allowed by the Hon'ble National Company Law Tribunal, Amaravati Bench on the 26th day of February, 2021 and was pleased to dispense with the requirement of convening the meetings of the (i) Equity Shareholders of the Transferor Company since it is a wholly owned subsidiary of CCL Products (India) Limited, which has given its consent Affidavit to the Scheme of Amalgamation (ii) Unsecured Creditors / Trade Creditors since the Transferor Company does not have any Unsecured Creditors/Trade Creditors (iii) Secured Creditors since the Transferor Company has only one such Creditor which has given its consent to the Scheme of Amalgamation and was further pleased to order convening the meeting of the Equity Shareholders and Trade/ Sundry Creditors of CCL Products (India) Limited (Transferee Company) on Saturday, the 10^th day of April, 2021 at 11.00 A.M. and 12.30 P.M. through video conferencing ("VC") / other audio visual means ("OAVM"), respectively for the purpose of considering, and, if thought fit, approving with or without modification(s), the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors.

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(c) The Hon'ble National Company Law Tribunal, Amaravati Bench vide its Order dated 26^th day of February, 2021 has appointed Mr. J. Basavaraju, Advocate, to be the Chairman for the Meetings and in respect of any adjournment thereof and Ms. Narala Varalakshmi, Practising Company Secretary to be the Scrutinizer for the Meetings.

(A copy of the order dated 26th day of February, 2021, passed by this Hon'ble Tribunal is annexed hereto and marked as "Annexure -11")

(d) As directed by this Hon'ble Tribunal vide its Order dated 26^th February, 2021, the notices with regard to the meeting of the Equity Shareholders of CCL Products (India) Limited were sent to 36,530 (Thirty Six Thousand Five Hundred and Thirty Equity Shareholders through email and 2,460 (Two Thousand Four Hundred and Sixty) Equity Shareholders through DTDC Courier on 08.03.2021 whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories Further the notices with regard to the meeting of the Trade / Sundry Creditors of the CCL Products (India) Limited were sent to the 276 (Two Hundred and Seventy Six) Trade / Sundry Creditors through email and 4 (Four) Trade / Sundry Creditors through DTDC Courier on 08.03.2021, whose names appears in the list of the Trade / Sundry Creditors of the Company.
(e) That as per the order of the Hon'ble Tribunal dated 26th February, 2021, a paper advertisement with regard to the date, time and venue of the meetings of the Equity Shareholders and Trade / Sundry Creditors of CCL Products (India) Limited was carried out in accordance with the terms of Rule 7 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, in the Financial Express and in Andhra Prabha, Hyderabad District edition having circulation in the state of Andhra Pradesh, on 09.03.2021.
(f) That the notices of the Tribunal convened meetings of the Equity Shareholders and Trade / Sundry Creditors of CCL Products (India) Limited has been sent to (i) the Registrar of Companies, Vijayawada, (ii) the Central Government (Regional Director), Hyderabad, (iii) the Official Liquidator, Hyderabad, (iv) the Income Tax Department, on 18.03.2021.

(A copy of the Affidavit of Service along with filing acknowledgment of Affidavit of Service filed in terms of Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, dated 24^th March, 2021, by the Chairperson with this Hon'ble Tribunal on 26th March, 2021 through e-filing No. 2812129000082021, is enclosed hereto and marked as "Annexure - 12 & 13").

(I) MEETINGS OF THE EQUITY SHAREHOLDERS:

(a) As directed by this Hon'ble Tribunal vide its Order dated 26^th February, 2021, the Chairperson, Mr. J. Basavaraju, convened the meeting of the Equity Shareholders of CCL Products (India) Limited on Saturday, the 10th day of April, 2021 at 11.00 A.M. through video conferencing ("VC") / other audio visual means ("OAVM"), for the purpose of considering, and, if thought fit, approving with or without modification(s), the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors.
(b) 133 Equity Shareholders voted on the resolution by way of remote e-voting as well as e-voting at the Meeting. Out of the said 133 Equity Shareholders, 103 Equity Shareholders voted through remote e-voting and 30 Equity Shareholders voted at the through Meeting e-voting. Further, 40 Equity Shareholders attended and participated in the Meeting through Video Conference / Other audio visual means and the quorum prescribed under Section 103 of the Companies, Act 2013, i.e., 30 (Thirty) Equity Shareholders, either in person or through proxy, by this Hon'ble Tribunal for the purpose of proper constitution of the meeting of the Equity Shareholders of the CCL Products (India) Limited were present. The said 133 Equity Shareholders held a total of 9,13,49,474 equity shares of Rs.2/-each as on 03rd April, 2021, being the Cut Off Date. For the purpose of the meeting, Central Depository Services (India) Limited ("CDSL") provided the necessary facility for attending the meeting through Video Conference and voting through electronic means.
(c) The Scheme of Amalgamation between CCL Beverages Private Limited ('the Transferor Company') and CCL Products (India) Limited('the Transferee Company') and their respective shareholders & Creditors was taken as read with the permission of Equity Shareholders present at the meeting and explained briefly by Ms. Sridey (Confealy Secretary of the Company at the

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meeting and the question submitted to the said meeting was whether the Equity Shareholders of the CCL Products (India) Limited approve the Scheme of Amalgamation as submitted to the meeting and agree thereto.

(d) The Equity Shareholders of the CCL Products (India) Limited were of the opinion that the Scheme of Amalgamation between CCL Beverages Private Limited ('the Transferor Company') and CCL Products (India) Limited('the Transferee Company') and their respective shareholders& Creditors should be approved as submitted to the meeting without any modifications and have agreed to and passed the following resolution with requisite majority:-

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modifications, amendments, re-enactments thereof for the time being in force, relevant rules of the Companies(Compromises, Arrangements and Amalgamation) Rules, 2016 and the provisions of the Memorandum and Articles of Association of the Company and subject to the requisite approvals, sanctions, consents, observations, no objections, confirmations, permissions from the Hon'ble National Company law Tribunal, Amaravati Bench, (NCLT) or such other competent authority as may be applicable, and the confirmation, permission, sanction and approval of the other statutory/regulatory authorities, if any, in this regard and subject to such other conditions or guidelines, if any, as may be prescribed or stipulated by any such authorities, from time to time, while granting such approvals, sanctions, consents, observations, no objections, confirmations, permissions and which may be agreed by the Board of Directors of the Company, the draft "Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors" ("Scheme"), providing for amalgamation of CCL Beverages Private Limited (Transferor Company) with the Company on a going concern basis with effect from 01.04.2020 (First Day of April, Two Thousand and Twenty) being the Appointed Date, as placed before the meeting and initialed by the chairman for the purpose of identification, be and is hereby approved."

"RESOLVED FURTHER THAT the Board be and is hereby authorized, empowered and directed to do algebraics, deeds, matters and things as CIS

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may be considered requisite, desirable, appropriate or necessary to give effect to aforesaid resolution and to effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble National Company Law Tribunal, Amaravati Bench, while sanctioning the amalgamation embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as may be deemed fit and proper".

(e) A combined total of 133 Equity Shareholders voted on the resolution by way of remote e voting as well as e voting at the Meeting. Out of the said, 30 Equity Shareholders, attended and participated in the Meeting through Video Conference / Other audio visual means and voted thereat and 103 Equity Shareholders cast their vote through remote e-voting. The said 133 Equity Shareholders held a total of 9,13,49,474 equity shares of Rs.2 /-each.
(f) CCL Products (India) Limited provided remote e-voting facility to its Equity Shareholders to vote on the Resolution, which commenced at 9.00 A.M. on Wednesday, 7th April, 2021 and closed at 5.00 P.M. on Friday, 09th April, 2021. Further the e-voting facility was also made available to the Equity Shareholders who did not cast their vote through remote e-voting.
(g) Equity Shareholders, who were present in the Meeting through VC/OAVM facility and did not cast their vote on the resolution through remote e-Voting and otherwise not barred from doing so, voted through e-voting system available during the Meeting.
(h) The total Members who voted either by way of remote e voting or e voting during the Meeting at the Tribunal Convened Meeting were 133 (One Hundred & Thirty Three) holding 9,13,49,474 (Nine Crore Thirteen Lakhs Forty Nine Thousand Four Hundred and Seventy Four) equity shares of Rs.2/- (Rupees Two only) each out of which 127 (One Hundred Twenty Seven) Members holding 9,13,48,507 (Nine Crore Thirteen Lakhs Forty Eight Thousand Five Hundred and Seven ) equity shares of Rs.2/- (Rupees Two only) each constituting 99.99% of total votes cast, by way of remote e voting or e voting during the Tribunal Convened Meeting of the Transferee ć.TS Company voted in favored the proposed resolution.

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(i) Hence, from the above result, the Chairperson reported to this Hon'ble Tribunal that the resolution proposed for approval of the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors was approved with requisite majority by the Equity Shareholders of CCL Products (India) Limited without any modifications.

(A copy of the Chairperson's report dated 16.04.2021, on the result of voting by the Equity Shareholders of the Transferee Company, as submitted to this Hon'ble Tribunal by the Chairperson on 16th April, 2021, through e filing No. 2812129000082021 is annexed hereto and marked as "Annexure $-14$ ").

(J) MEETINGS OF THE TRADE / SUNDRY CREDITORS:

(a) As directed by this Hon'ble Tribunal vide its Order dated 26th February, 2021, the Chairperson, Mr. J. Basavaraju, convened the meeting of the Trade / Sundry Creditors of CCL Products (India) Limited on Saturday, the 10th day of April, 2021 at 12.30 P.M. through video conferencing ("VC") / other audio visual means ("OAVM"), for the purpose of considering, and, if thought fit, approving with or without modification(s), the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors.
(b) The said meeting was attended by 28 (Twenty Eight) Trade / Sundry Creditors in person and through their authorised representatives, who voted at the Meeting through E Voting, to whom the CCL Products (India) Limited owes an amount of Rs. 31,57,90,679/- (Rupees Thirty One Crores Fifty Seven Lakhs Ninety Thousand Six Hundred And Seventy Nine Only). Further, 39 Creditors cast their vote through remote e-voting to whom CCL Products (India) Limited owes an amount of Rs. 13,16,10,462/- (Rupees Thirteen Crores Sixteen Lakhs Ten Thousand Four Hundred And Sixty Two Only/-). Thus, in aggregate 67 Creditors had cast their vote, to whom CCL Products (India) Limited owes an amount of Rs.44,74,01,141/constituting 84.67% of the total amount due by CCL Products (India) Limited to its Trade / Sundry Creditors as on 31st day of January, 2021 and hence the quorum prescribed under Section 103 of the Companies, Act 2013

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(ie) 15 (Fifteen) Creditors, either in person or through authorised representative or through proxy, by this Hon'ble Tribunal for the purpose of proper constitution of the meeting of the Trade / Sundry Creditors of the CCL Products (India) Limited was present. For the purpose of the meeting, Central Depository Services (India) Limited ("CDSL") provided the necessary facility for attending the meeting through Video Conference and voting through electronic means.

(c) The Scheme of Amalgamation between CCL Beverages Private Limited ('the Transferor Company') and CCL Products (India) Limited('the Transferee Company') and their respective shareholders & Creditors was taken as read with the permission of Trade / Sundry Creditors present at the meeting and explained briefly by Ms. Sridevi, Company Secretary of the Company at the meeting and the question submitted to the said meeting was whether the Trade / Sundry Creditors of CCL Products (India) Limited approve the Scheme of Amalgamation as submitted to the meeting and agree thereto.
(d) The Trade / Sundry Creditors of CCL Products (India) Limited were of the opinion that the Scheme of Amalgamation between CCL Beverages Private Limited ('the Transferor Company') and CCL Products (India) Limited ('the Transferee Company') and their respective shareholders & Creditors should be approved as submitted to the meeting without any modifications and have agreed to and passed the following resolution with requisite majority:-

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consents, observations, no objections, confirmations, permissions and which may be agreed by the Board of Directors of the Company, the draft "Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors" ("Scheme"), providing for amalgamation of CCL Beverages Private Limited (Transferor Company) with the Company on a going concern basis with effect from 01.04.2020 (First Day of April, Two Thousand and Twenty) being the Appointed Date, as placed before the meeting and initialed by the chairman for the purpose of identification, be and is hereby approved."

"RESOLVED FURTHER THAT the Board be and is hereby authorized, empowered and directed to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to aforesaid resolution and to effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble National Company Law Tribunal, Amaravati Bench, while sanctioning the amalgamation embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as may be deemed fit and proper".

(e) A combined total of 67 (Sixty Seven) Trade / Sundry Creditors voted on the resolution by way of remote e voting as well as e voting at the Meeting. Out of the said 67 (Sixty Seven) Trade / Sundry Creditors, 28 (Twenty Eight) attended and participated in the Meeting through Video Conference / Other audio visual means. The said 67 (Sixty Seven) Trade / Sundry Creditors had outstanding unsecured liabilities amounting to Rs. $44,74,01,141/$ - as on 31st January, 2021.
(f) CCL Products (India) Limited provided remote e-voting facility to its Trade / Sundry Creditors to vote on the Resolution, which commenced at 9.00 A.M. on Wednesday, 7th April, 2021 and closed at 5.00 P.M. on Friday, 9th April, 2021. Further the e-voting facility was also made available to Trade / Sundry Creditors who did not cast their vote through remote e-voting.

Bir fol - Krish (KUVAKOLL

EXDERAS.

(g) Trade / Sundry Creditors, who were present in the Meeting through VC/OAVM facility and did not cast their vote on the resolution through remote e-Voting and otherwise not barred from doing so, voted through evoting system available during the Meeting
(h) The total Trade / Sundry Creditors who voted either by way of remote e voting or e voting during the Tribunal Convened Meeting were 67 (Sixty Seven) Trade / Sundry Creditors having outstanding unsecured liabilities amounting to Rs. 44,74,01,141/- (Rupees Forty Four Crore Seventy Four Lakhs One Thousand One Hundred and Forty One only/-) which is constituting 100% of the votes casted by way of remote e voting or e voting during the Tribunal Convened Meeting of the Transferee Company by the Trade / Sundry Creditors.
(i) Hence, from the above result, the Chairperson reported to this Hon'ble Tribunal that the resolution proposed for approval of the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors was approved unanimously by the Trade / Sundry Creditors of the CCL Products (India) Limited without any modifications.

(A copy of the Chairperson's report dated 16.04.2021, on the result of voting by the Trade / Sundry Creditors of the Transferee Company, as submitted to this Hon'ble Tribunal by the Chairperson on 16^st April, 2021, through e filing No. 2812129000082021 is annexed hereto and marked as "Annexure $15$ ").

(K) DECLARATION BY THE PETITIONER COMPANIES

a) No petition under Sections 241 or 242 of the Companies Act, 2013 has been filed against any of the Petitioner Companies and there has been no material change in the affairs of any of the Petitioner Companies, except for what was done in the normal course of business.
b) There are no proceedings pending under Sections 210 to 227 of Companies Act, 2013, against any of the Petitioner Companies.
c) The Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and ESPRPgducts (India) Limited (Transfere $B.100L$ KUVAKOLLI

Company) and their respective shareholders and creditors does not have an adverse effect on any of the shareholders or creditors or other stakeholders of the respective Petitioner Companies in any manner whatsoever.

(L) INTERIM DIRECTIONS

a) This Hon'ble Tribunal may be pleased to fix a date for final hearing of the present Company Petition.
b) This Hon'ble Tribunal may be pleased to direct an advertisement of date for final hearing of this Petition, as required by Rule 16(1) Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, be published in Financial Express and in Andhra Prabha, or in such other newspapers as this Hon'ble Tribunal may deem fit.

$\mathbf{V}$ . PRAYERS

It is therefore respectfully prayed that this Hon'ble Tribunal may be pleased to order for the following:

a) That the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective shareholders and creditors and other matters incidental thereto, a copy of which is annexed hereto as "Annexure 5" be sanctioned and confirmed by this Hon'ble National Company Law Tribunal, Amaravati Bench, with effect from the appointed date i.e. 01^st day of April, 2020, so as to be binding on the Petitioner Companies and on all the members, employees, creditors of the Petitioner Companies.
b) That the Transferor Company be dissolved without going through the process of winding up.
c) That the Petitioner Companies do within 30 (thirty) days after the date of receipt of certified copy of the order of Tribunal, cause a certified copy of the order to be filed with the Registrar of Companies at Vijayawada, in Form INC-28 as specified under Section 232(5) of the Companies Act, 2013.
d) That the Petitioner Companies do within 60 (sixty) working days after the date of receipt of certified copy of the order of Tribunal, cause a certified copy of the

GES PRI Botton Kensh KUVAKOLL

order to be filed with the Superintendent of Stamps for adjudication of stamp duty payable, if any.

e) That the parties to the Scheme or any other person interested shall be at liberty to apply to this Hon'ble Tribunal, Amaravati Bench for any direction that may be necessary with regard to the carrying out the Scheme;
f) Pass such other order or orders, as this Hon'ble Tribunal, may deem fit and proper in the circumstances of the case.

FOR CCL BEVERAGES PRIVATE FOR CCL PRODUCTS (INDIA) LIMITED LIMITED KUVAKOL HYDERAS BANDI MOHAN KRISHNA SRIDEVI DASARI DIRECTOR (DIN: 03053172) COMPANY SECRETARY

DATE: 21-04-2021 PLACE: HYDERABAD

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL AMARAVATHI BENCH AT HYDERABAD C.P. (CAA) No._ _/230/AMR/2021 CONNECTED WITH C.A. (CAA) NO.1/230/AMR/2021 IN THE MATTER OF COMPANIES ACT, 2013 AND IN THE MATTER OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT AND IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN CCL BEVERAGES PRIVATE LIMITED (TRANSFEROR COMPANY) AND CCL PRODUCTS (INDIA) LIMITED (TRANSFEREE COMPANY) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CCL BEVERAGES PRIVATE LIMITED ....Petitioner/Transferor Company

CCL PRODUCTS (INDIA) LIMITED

.... Petitioner / Transferee Company

AFFIDAVIT VERIFYING PETITION

I, Bandi Mohan Krishna, Son of Shri Bandi Vijaya Kumar, residing at 8-2-293/82/A/1182, Road No.45, Jubilee Hills, Hyderabad - 500033 India, Director of CCL Beverages Private Limited do hereby solemnly affirm and state as follows:-

That I am the directors of the Petitioner Company in the above matter herein and we are duly authorised by the aforesaid Petitioner Company to make this affidavit on behalf of the Petitioner Company herein.

That the statements made in paragraphs of the Joint Petition herein now shown to us are true to our knowledge, and the statements made in paragraphs are based on information, and we believe them to be true.

FOR CCL BEVERAGES PRIVATE PRIL AIMITED ESTEN $\epsilon$ Konstan (KUVAKOLL ú nmed Ri & NOJARY $\star$ BANDI MOHAN KRISHNA C. Ma. No.794 nled by Covt. of T.S. INDIA) DIRECTOR(DIN: 03053172) 6-3-3R4/10, Hindi Naper, Banjara Hills
Road No.1, Hyderabad-S-0 054, T.S. INDIA DEPONENT

Solemnly affirmed and signed before me on this the 21^St day of April, 2021.

2 1 APR 2021

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL AMARAVATHI BENCH AT HYDERABAD C.P. (CAA) No. /230/AMR/2021 CONNECTED WITH C.A. (CAA) NO.1/230/AMR/2021 IN THE MATTER OF COMPANIES ACT, 2013 AND IN THE MATTER OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT AND IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN CCL BEVERAGES PRIVATE LIMITED (TRANSFEROR COMPANY) AND CCL PRODUCTS (INDIA) LIMITED (TRANSFEREE COMPANY) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CCL BEVERAGES PRIVATE LIMITED ....Petitioner/Transferor Company

CCL PRODUCTS (INDIA) LIMITED

.... Petitioner / Transferee Company

AFFIDAVIT VERIFYING PETITION

I, Sridevi Dasari, Company Secretary of the CCL Products (India) Limited, do hereby solemnly affirm and state as follows:-

That I am the Company Secretary of the Petitioner Company in the above matter herein and we are duly authorised by the aforesaid Petitioner Company to make this affidavit on behalf of the Petitioner Company herein.

That the statements made in paragraphs of the Joint Petition herein now shown to us are true to our knowledge, and the statements made in paragraphs are based on information, and we believe them to be true.

FOR CCL PRODUCTS (INDIA) LIMITED $\overline{A}$ ESTED // AT IYDERARAI ohammed VI DASARI B.A & NOT/ COMPANY SECRETARY (G.O.Ms. No.794) pinted by Govt. of T.S. INDIA) DEPONENT 6-3-354/19, Hindi Nagar, Banjara Hills
Road No.1, Hyderabad-500 034, T.S. INDIA.

Solemnly affirmed and signed before me on this the $2I^{S\dagger}$ day of April, 2021.

$2.1$ AFR 2021

[260]

SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT BETWEEN CCL BEVERAGES PRIVATE LIMITED (TRANSFEROR COMPANY) AND

CCL PRODUCTS (INDIA) LIMITED

(TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PREAMBLE OF THE SCHEME $(A)$

This Scheme of Amalgamation is presented pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (to the extent applicable) for the Amalgamation of CCL Beverages Private Limited (Transferor Company) with CCL Products (India) Limited (Transferee Company).

The Scheme (as defined hereinafter) also provides for various other matters consequential to, or otherwise integrally connected with the above, as more specifically stated hereinafter.

DESCRIPTION OF COMPANIES $(B)$

CCL BEVERAGES PRIVATE LIMITED is a Company incorporated under the provisions of Companies $\mathbf{1}$ . Act, 2013, on 14.10.2019 (Fourteenth Day of October, Two Thousand and Nineteen) in the State of Andhra Pradesh, vide Corporate Identification Number U15549AP2019PTC113114, issued by the Registrar of Companies, Andhra Pradesh. The PAN of the Company is AAICC4206D. (Hereinafter referred to as the "Transferor Company").

The Registered Office of the Transferor Company is situated at Door No/SY No.269/1, Kuvvakolli Village, Varadaiahpalem Mandal, Chittoor AP 517645 IN.

The present main objects of the Transferor Company are as follows:

To carry on the business, either solely or in collaboration with other persons or entities, whether a) of Indian or foreign origin, to manufacture, buy, sell, retail, wholesale, trade, market, import, export, process, manipulate, prepare, preserve, carry on, refine, bottle and to deal in all types of coffee, tea, chicory, cocoa, milk, condensed milk, milk products, sugar, sugar substitutes and other similar products, manufactured or raw state, whether in India or elsewhere either in wholesale and/ or in retail or otherwise.
To manufacture, sell and deal, in any manner whatsoever, with plant and Machinery, Equipment, b) Know-how for manufacture of coffee, tea, cocoa, milk, milk products, sugar, sugar substitutes and other similar products.
To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to c)

B. Molan Kerishy KUVAKO

$[261]$

sell, distribute, deal in, market, trade, export or otherwise dispose of in, to, at or from any part of India and elsewhere globally all sorts of food and food stuffs, natural food, instant food, cooked food, packaged food, ready food, canned food, dehydrated food, pulps and purees, sauces, preserved food, prepared food, noodles, snacks (whether or not plain, flavoured, spiced, curried, coloured) and edible food colours (natural, artificial, synthetic or chemical) and all raw materials, ingredients, condiments, accompaniments, curries, preparations, sauces, packaging, dispensing accessories and also including all versions, alternatives, substitutes thereof and therefore and to undertake, execute, or otherwise perform the agency business, representative business, transport, delivery, stocking, storing, distribution of any or all aforesaid.

To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to d) sell, distribute, deal in, market, trade, package, bottle, export or otherwise dispose off at or from any part of India and elsewhere globally all sorts of wines, alcoholic liquors and liqueurs, beverages (alcoholic, non- alcoholic, aerated or non- aerated), food or health beverages, fruit
and vegetable pulps and beverages, drinks and all raw materials, ingredients, accompaniments, packaging, bottles, dispensing accessories and also including all versions, alternatives, substitutes thereof and to refer and to undertake, execute, or otherwise perform the agency business, representative business, bottling, distilling, transport, delivery, stocking, storing, distribution of any or all aforesaid.

The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31.03.2020 is as follows:

Share Capital	Amount in Rs.
Authorized Capital 1,00,000 (One Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each.	10,00,000
Total	10,00,000
Issued, Subscribed and Paid Up Capital 10,000 (Ten Thousand) fully paid up Equity Shares of Rs.10/- (Rupees Ten only) each.	1,00,000
Total	1,00,000

Subsequent to 31st March, 2020, there is no change in the authorised, issued, subscribed and paid up share capital of the Transferor Company.

	SI. No. Name of shareholder	Total No. of shares held	% of Shareholding
1.	CCL Products (India) Limited (Transferee Company)	9,999	99.99
2.	IMr. Challa Srishant - Nominee of CCL Products (India) Limited		0.01
	Total	10,000	100.00

$\overline{2}$ ٤s द्भव B.Molan Krish KUVAKOI

DERAB

$[262]$

CCL PRODUCTS (INDIA) LIMITED was originally incorporated under the name and style "Sahayak $2.$ Finance & Investment Corporation Limited" under the provisions of Companies Act, 1956, on 22.03.1961 (Twenty Second Day of March, One Thousand Nine Hundred and Sixty One) in the state of Andhra Pradesh, vide Certificate of Incorporation No. 874 of 1960-61, issued by the Registrar of Companies, Andhra Pradesh. Subsequently, the name of the Company was changed from "Sahayak Finance & Investment Corporation Limited" to "Continental Coffee Limited" by following due procedure laid down under the applicable provisions of Companies Act, 1956 and a fresh certificate of Incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh on 22.02.1994 (Twenty Second Day of February, One Thousand Nine Hundred and Ninety Four). Subsequently, the name of the Company was changed from "Continental Coffee Limited" to its present name, i.e., "CCL Products (India) Limited" by following due procedure laid down under the applicable provisions of Companies Act, 1956 and a fresh certificate of incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh, on 21.11.2002 (Twenty First Day of November Two Thousand and Two). The present Corporate Identification Number (CIN) of the Company is L15110AP1961PLC000874. The PAN of the Company is AAACC9552G. (Hereinafter referred to as the "Transferee Company").

The registered office of the Transferee Company is situated at Duggirala, Guntur, AP 522330 IN.

To carry on the business solely or in collaboration with others, Indian or foreign, in manufacture a) of Coffee, Tea, Chicory, Cocoa, Milk Products, Condensed Milk, Cheese, Plain and all flavoured, Yoghurt, Shrikhand, Creamers including non-dairy creamer, sweetner, natural & artificial and the like, in all or any of their forms (including spray dried, freeze dried, agglomerate, granulated, blended and preparations thereof for consumption by human beings and also including all versions, alternatives, substitutes thereof and therefor in whatsoever manner, that is to say, either mechanically or otherwise, by employing electricity or any other power or energy, and sale thereof, either in whole sale and/or in retail or otherwise, whether in the country or abroad.
To carry on business in processing, manipulating, preparing, preserving, carrying, refining, b) bottling, buying, rendering marketable and dealing in Coffee, Tea, Chicory, Cocoa and the like in their prepared, manufactured or raw state and whether in whole sale and/or in retail.
To manufacture, sell and deal in any manner with Plant and Machinery, Equipment, Knowhow c) for manufacture of coffee, tea, cocoa and milk products.
To acquire by purchase or otherwise, and to carry on the business of planters, cultivators, d) growers and manufacturers or sellers and dealers in tea, coffee, cocoa and to manufacture, dispose of, buy and deal in the said products.
To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to e) sell, distribute, deal in, market, trade, export or otherwise dispose of in, to, at or from any part of India and elsewhere globally all sorts of food and food stuffs, natural food, instant food, fast food, cooked food, packaged food, ready food, canned food, dehydrated foods, pulps and purees, sauces, preserved food, prepared food, noodles, snacks (whether or not plain, flavoured, spiced, curried, coloured) and edible food colours (natural, artificial, synthetic or chemical) and all raw materials, ingredients, condiments, accompaniments, curries, preparations, sauces, packaging, dispensing accessories and also including all versions, alternatives, substitutes thereof and therefor and to undertake, execute, or otherwise perform the agency business, representative business, transport, delivery, stocking, storing, distribution of any or all aforesaid.

$\overline{\mathbf{3}}$ AR BA B. Nolman Krish KUVAKOL پتا

$[263]$

To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and f) to sell, distribute, deal in, market, trade, package, bottle, export or otherwise dispose of, in, to, at or from any part of India and elsewhere globally all sorts of wines, alcoholic liquors and liqueurs, beverages (alcoholic, non-alcoholic, aerated or non-aerated), food or health beverages, fruit and vegetable pulps and beverages, drinks and all raw materials, ingredients, accompaniments, packaging, bottles, dispensing accessories and also including all versions, alternatives, substitutes thereof and to refer and to undertake, execute, or otherwise perform the agency business, representative business, bottling, distilling, transport, delivery, stocking, storing, distribution of any or all aforesaid.

The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31.03.2020 is as follows:

Share Capital	Amount in Rs.
Authorized Capital 15,00,00,000 (Fifteen Crore) Equity Shares of Rs.2/- (Rupees Two only) each.	30,00,00,000
Total	30,00,00,000
Issued, Subscribed and Paid Up Capital 13,30,27,920 (Thirteen Crore Thirty Lakh Twenty Seven Thousand Nine Hundred and Twenty) fully paid up Equity Shares of Rs.02/- (Rupees Two only) each.	26,60,55,840
Total	26,60,55,840

Subsequent to 31st March, 2020, there is no change in the authorised, issued, subscribed and paid up share capital of the Transferee Company.

SI. No.	Category of shareholder	No. of Shareholders	Total No. of shares held	₩ of holding
٦.	Promoter & Promoter Group	6	6,14,49,342	46.19
12.	Public	31.044	7,15,78,578	53.81
	Total	31,050	13,30,27,920	100.00

OBJECTIVES OF THE SCHEME $(C)$

The Transferee Company is holding the entire stake in the Transferor Company. The Transferor Company i.e. CCL Beverages Private Limited was incorporated in the year 2019 and was made a wholly owned subsidiary of the Transferee Company in order to implement agglomeration and packing project at Kuvvakolli Village through its Spray Dried Coffee Plant to cater to the increased demand in international markets. However, the Board of Directors of the Transferee Company thought fit and decided to implement the said project under the Transferee Company itself and hence the amalgamation of the Transferor Company with the Transferee Company is being undertaken. The amalgamation of the Transferor Company with the Transferee Company would inter-alia have the following benefits:

B. Nolm Krish (kuvakoli

$[264]$

The amalgamation will enable appropriate consolidation of activities of Transferor Company $\mathbf{1}$ and Transferee Company with pooling and more efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement in various operating parameters.
To achieve consolidation, greater integration and flexibility which will maximize overall 2. shareholder value and improve the competitive position of the combined entity.
To achieve greater efficiency in cash management and unfettered access to cash flows 3. generated by the combined entity which can be deployed more effectively to fund organic and inorganic growth opportunities.
Improved organizational capability and leadership, arising from the pooling of human capital who 4. have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.
Cost savings are expected to flow from more focused operational efforts, rationalization, 5. standardization and simplification of business process, elimination of duplication and rationalization of administrative expenses.
The amalgamation will result in reduction of multiplicity of entities, thereby reducing compliance 6. cost of multiple entities viz., statutory filings, regulatory compliances, labour law/ establishment related compliances.

SCOPE OF THE SCHEME $(D)$

This Scheme of Amalgamation is presented pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (to the extent applicable) for the Amalgamation of CCL Beverages Private Limited (Transferor Company) with CCL Products (India) Limited (Transferee Company). The Scheme (as defined hereinafter) also provides for various other matters consequential to, or otherwise integrally connected with the above, as more specifically stated hereinafter. The scope of the scheme is as under:

Amalgamation of the Transferor Company with the Transferee Company. 1.
Dissolution of the Transferor Company without Winding up. 2.
The transfer of the Transferor Company will be on a going concern basis. 3.

This Scheme of Amalgamation has been drawn up to comply with the conditions as specified under section 2(1B) of Income Tax Act, 1961, such that:

All the properties of Transferor Company, immediately before the amalgamation, become the $(i)$ properties of Transferee Company by virtue of amalgamation.
All the liabilities of Transferor Company, immediately before the amalgamation, become the $(ii)$ liabilities of Transferee Company by virtue of amalgamation.

$(E)$ PARTS OF THE SCHEME

The scheme is divided into following parts:

deals with Definitions and Interpretations; Part I

BIMPolankins

$\left\lceil 265\right\rceil$

deals with the Amalgamation of CCL Beverages Private Limited (Transferor Company) Part II with CCL Products (India) Limited (Transferee Company) and Dissolution of the\ Transferor Company.

Part III $$ deals with General Terms and Conditions

PART I DEFINITIONS AND INTERPRETATIONS

$1_-$ DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meanings as mentioned herein below:

"2013 Act" or "the 2013 Act" means the Companies Act, 2013, and rules made thereunder and shall $1.1$ include any statutory modifications, re-enactment or amendments thereof for the time being in force.
"Amalgamation" means the merger or blending of the Transferor Company into the Transferee $1.2.$ Company.
"Applicable Law(s)" means any statute, notifications, bye-laws, rules, regulations, guidelines, Circulars $1.3$ or common law, policy, code, directives, ordinance, schemes, notices, orders or instructions enacted or issued or sanctioned by any Appropriate Authority including any modification or re-enactment thereof for the time being in force.
"Appointed Date" means 01st day of April, 2020 or such other date as may be fixed or approved $1.4$ by the Appropriate Authority. The Appointed Date shall be the effective date and the Scheme shall be deemed to be effective from the Appointed Date.
"Appropriate Authority" means any government, statutory, regulatory, departmental or public body
or authority of the Jurisdiction over Transferor Company and the Transferee Company, including $1.5$ Registrar of Companies and the National Company Law Tribunal.
"Board of Directors" or "Board" shall mean the Board of Directors of Transferee Company or $1.6$ Transferor Company, as the case may be or any committee thereof duly constituted or any other person duly authorized by the Board for the purpose of this Scheme.
"GST regulations" means applicable provisions of the Central Goods and Services Tax Act, 2017 $1.7$ and/or the Integrated Goods and Services Tax Act, 2017 and/or respective State Goods and Services Tax Act and/or the Union Territory Goods and Services Tax Act, 2017 along with the applicable rules made thereunder.
"IT Act" means the Income-tax Act, 1961. $1.8^°$
"NCLT/Tribunal" means the Hon'ble National Company Law Tribunal, Amaravathi Bench at Hyderabad. $1.9$
"Official Liquidator" or "OL" means Official Liquidator, Hyderabad having jurisdiction over the States $1.10$ of Telangana and Andhra Pradesh.
"Regional Director" or "RD" means Regional Director, South East Region, at Hyderabad having $1.11$ jurisdiction over the States of Telangana and Andhra Pradesh.
"Registrar of Companies" or "ROC" means Registrar of Companies, at Vijayawada, having $1.12$ jurisdiction over the State of Andhra Pradesh.

$\overline{6}$

B. Molan Krish KUVAKOL

[266]

"Scheme" or "this Scheme" or "Scheme of Amalgamation" means this Scheme of Amalgamation $1.13$ attached hereto in its present form as submitted to the NCLT, with such modification(s), if any, as may be approved or imposed or directed by the NCLT.
"Stock Exchanges" means BSE and NSE where the shares of the Transferee Company are listed & 1.14 traded.
"Transferee Company" means CCL Products (India) Limited and shall have the same meaning as $1.15$ assigned to it in clause (B)2 above.
"Transferor Company" means CCL Beverages Private Limited and shall have the meaning assigned $1.16$ to it in clause (B)1 above.
1.17 "Undertaking of Transferor Company" shall mean and include the whole of assets, properties, liabilities and the undertaking(s) and entire business(s) of Transferor Company, as may be applicable and specifically include the following (without limitation):
All the assets /capital work-in-progress/ properties, present or future, of the Transferor Company, 仆. whether movable or immovable, whether tangible or intangible including all rights, title, interest, covenant, including continuing rights, title and interest in connection with the land and the buildings, if any, whether, corporeal or incorporeal, leasehold or freehold, and includes all rights, titles, interest and covenant, undertakings, liability relating thereto, capital work in progress, plant & machinery, all current and non-current assets, other fixed assets, inventory and work in progress, all deposits, all receivables, cash and cash equivalents, all the loans and includes all rights, titles, interest and advances, advances for capital goods & services of Transferor Company as on the Appointed Date.
All the debts, borrowings and liabilities, present or future, whether secured or unsecured of the $(ii)$ Transferor Company as on the Appointed Date.
All statutory licenses, including all licenses relating to development, production, marketing, $(iii)$ manufacturing, selling coffee, approvals, permissions, no-objection certificates, permits, consents, patents, trademarks, tenancies, offices, depots, quotas, rights, entitlements, privileges, benefits of all contracts / agreements (including but not limited to contracts / agreements with vendors, customers, government etc.), all other rights (including but not limited to right to use and avail electricity connections, water connections, environmental clearances, telephone connections, facsimile connections, telexes, e-mail, internet, leased line connections and installations, lease rights, easements, powers and facilities), of the Transferor Company as on the Appointed Date.
All staff, workmen, and employees engaged in the Transferor Company as on the date of approval of (iv) the Scheme by the Tribunal.
All legal proceedings of whatsoever nature by or against the Transferor Company pending as on the (v) Appointed Date.
All records, files, papers, information, computer programs, manuals, data, catalogues, quotations, (vi) sales advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information and other records, whether in physical form or electronic form of Transferor Company.

INTERPRETATIONS $2²$

Any references in the Scheme to the expressions "Upon approval of the Scheme by the Tribunal" $2.1$ / "From the date of approval of the Scheme by the Tribunal" / "Date of approval of the Scheme by the Tribunal" shall mean the date on which the NCLT approves/sanctions the Scheme in accordance with the provisions of Sub-Section 3 of Section 232 of the 2013 Act, read with Rule 17 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

P_R B. Molan Karish XUVAKOL

[267]

The expressions which are used in this Scheme and not defined in this Scheme shall, unless repugnant フフ or contrary to the context or meaning hereof, have the same meaning ascribed to them under the 2013 Act and / or other applicable laws, rules, regulations, bye-laws, as the case may be, including any statutory modification or re-enactment thereof, from time to time.

$2.3$ DATE OF TAKING EFFECT

The Scheme, set out herein in its present form, subject to any modification(s) approved or imposed or directed by the Hon'ble National Company Law Tribunal, Amaravathi Bench at Hyderabad for the State of Andhra Pradesh, unless otherwise specified in the Scheme, shall be effective and operative from the Appointed Date, i.e., 01.04.2020, upon receipt of Certified copy of Order of the National Company Law Tribunal, Amaravathi Bench

PART II

AMALGAMATION OF CCL BEVERAGES PRIVATE LIMITED (TRANSFEROR COMPANY) WITH CCL PRODUCTS (INDIA) LIMITED (TRANSFEREE COMPANY)

TRANSFER AND VESTING OF UNDERTAKING OF TRANSFEROR COMPANY 3.

Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all properties, $3.1$ assets, liabilities and undertaking(s) of the Transferor Company shall stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company under the provisions of Section 230 to 232 of the 2013 Act and all other applicable provisions, if any, of the 2013 Act and also in accordance with section 2(1B) of the Income-tax Act, 1961, without any further deed or act, subject to existing charges or lis pendens, if any thereon, in favour of banks/ financial institutions.
Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all immovable $3.2$ property (including land, buildings and any other immovable property), if any, of the Transferor Company, whether under constructions, freehold or leasehold, and any documents of title, rights, agreements to sell I agreements of sale and easements in relation thereto, shall stand vested in the Transferee Company, without any act or deed done by the Transferor Company or the Transferee Company, and without any approval or acknowledgement of any third party. With effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges and fulfill all obligations, in relation to or applicable to such immovable properties. The mutation/ substitution of the title to such immovable properties shall be made and duly recorded in the name of the Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the NCLT and in accordance with the terms hereof. The Transferor Company shall take all steps as may be necessary to ensure that lawful, peaceful and unencumbered possession, right, title, interest of its immovable property is given to the Transferee Company.
Without prejudice to the generality of the foregoing, with effect from the Appointed Date, it is expressly $3.3$ provided that in respect of such of the assets of the Transferor Company that are movable in nature and / or are otherwise capable of transfer by manual or constructive delivery and / or endorsement and delivery or novation, the same shall be deemed to have been so transferred by Transferor Company and shall become the property of the Transferee Company in pursuance of the provisions of section 230 to 232 of the 2013 Act, without any further act, Instrument, deed, matter or thing.
In respect of movables other than those dealt with in Clause 3.3 above including sundry debts, $3.4$ receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, property development rights, investments, earnest money and deposits with any Government, quasi government, local or other authority or body or with any company or other person, the same shall on and from the Appointed Date stand transferred to and vested in the Transferee Company without any notice or other intimation to the debtors (although the Transferor Company may, without being obliged, and if it so deems appropriate, at its sole discretion, give notice

8 S PR B. Molan Kerish KUVAKOI

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in such form as it may deem fit and proper, to each person, debtor, or depositee, as the case may be, that the said debt, loan, advance, balance or deposit stands transferred and vested in the Transferee Company).

Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date all liabilities $3.5$ relating to and comprised in the undertaking of Transferor Company including all secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations and undertakings of the Transferor Company of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its business activities and operations, shall, stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company under the provisions of Sections 230 to 232 of the 2013 Act and other applicable provisions, if any, of the 2013 Act, without any further act, instrument, deed, matter or thing.
The transfer and vesting as aforesaid shall be subject to subsisting charges, if any, in respect of any $3.6$ assets of Transferor Company. PROVIDED always that the Scheme shall not operate to enlarge the security for any loan, deposit or facility availed by the Transferor Company and Transferee Company shall not be obliged to create any further or additional security in relation to subsisting charges, if any, thereof after the date of approval of this Scheme by the NCLT or otherwise.
All staff, workmen and employees of the Transferor Company shall become the staff, workmen and $3.7$ employees of the Transferee Company, without any further act or deed to be done by the Transferor Company or the Transferee Company.
Upon approval of the Scheme by the Tribunal, the Transferee Company shall, if so required under any $3.8$ law or otherwise, execute deeds of confirmation or other writings or arrangement with any party to any contract or arrangement to which the Transferor Company is a party in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Company to carry out or perform all such formalities or compliances referred to above on part of the Transferor Company.
Upon approval of this Scheme by the Tribunal, the Transferee Company shall be entitled to secure the $3.9$ record of the change in the legal ownership upon the vesting of the assets of the Transferor Company in accordance with the provisions of Sections 230 to 232 of the 2013 Act. The Transferor Company and the Transferee Company shall be jointly and severally authorized to execute any writings and / or carry out any formalities or compliance in this regard.
3.10 All taxes, duties, cess payable by the Transferor Company including all or any refunds / credit / claims pertaining to the period prior to the Appointed Date shall be treated as the liability or refunds / credit / claims, as the case may be, of the Transferee Company.
All the licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and $3.11$ benefits (including tax benefits), subsidies, concessions, grants, rights, patents, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Transferor Company and all rights and benefits that have accrued or which may accrue to the Transferor Company, whether before or after the Appointed Date, shall, under the provisions of Sections 230 to 232 of the 2013 Act and all other applicable provisions of the Act, if any, without any further act, instrument or deed, cost or charge be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Company so as to become as and from the Appointed Date licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions.

9 ৰ ক B. Nolan Krish (KUVAKOI

3.12 All the Insurance policies registered in the name of the Transferor Company which are active as on the date of approval of the Scheme by the Tribunal and which can be transferred/assigned shall pursuant to the provisions of Section 232 of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and or be deemed to have been transferred to and vested in and be available to the benefit of the Transferee Company and accordingly, the insurance companies shall
record the name of the Transferee Company in all the insurance policies registered in the name of the Transferor Company so as to ensure that all the rights and privileges under all such policies available to the Transferor Company and / or to any other person / director / employee of Transferor Company, whether in the capacity of the Policy Holder or Owner or Insured or the Beneficiary, as the case may be, be available to the benefit of the Transferee Company and / or to any other person/director/employee of Transferee Company, as the case may be, on the same terms and conditions as they were applicable to the Transferor Company and upon such transfer/assignment, all such policies shall be effective in favour of the Transferee Company as if instead of the Transferor Company, the Transferee Company had been a party or beneficiary thereto. However, for the insurance policies which do not permit such transfer/assignment, the Transferee Company may make fresh application(s) to the concerned authority/insurance company(ies) on such terms and conditions as may be prescribed. It is hereby clarified that all the costs and/or expenses and/or premiums in relation to the transfer/assignment/of the insurance policies in the name of Transferee Company shall be borne by the Transferee Company and the Transferor Company shall have no further obligations in this regard.
3.13 Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all existing and future incentives, unavailed credits and expenditures, exemptions and deductions, benefit of carried forward losses and other statutory benefits, including in respect of income tax (including MAT credit under the IT Act), excise (including Modvat / Cenvat), customs, VAT, sales tax, service tax, GST including the IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company in all the states, to which the Transferor Company are entilled to shall be available to and vest in the Transferee Company.
3.14 The Transferee Company shall file relevant intimations, for the record of the statutory authorities signifying the transfer of the assets / properties including but not limited to permissions, approvals, consents, sanctions, remissions, special reservations, incentives, concessions and other authorizations of the Transferor Company.

INTER- SE TRANSACTIONS: 4.

Wilhout prejudice to the provisions of Clause 3, with effect from the Appointed Date, all inter-party transactions between the Transferor Company and the Transferee Company shall be considered as intra-party transactions for all purposes.

LEGAL PROCEEDINGS 5.

If any suit, appeal or other proceedings of whatever nature by or against the Transferor Company is $5.1$ pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of this amalgamation or by anything contained in this Scheme, but the said suit, appeal or other legal proceedings 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 the Scheme had not been made.
On and from the date of approval of this Scheme by the Tribunal, the Transferee Company shall, and $5.2$ may, if required, initiate, continue any legal proceedings in relation to the Transferor Company.

6. CONTRACTS, DEEDS, OTHER INSTRUMENTS

Subject to the other provisions of the Scheme, all contracts, deeds, bonds, agreements and other $6.1$ instruments of whatsoever nature to which the Transferor Company is a party or the benefit to which

10 B. Note - Kerich KUVAKOLI 人へい DERAR

[270]

the Transferor Company may be eligible, subsisting or operative immediately on or before the date of approval of this Scheme by the Tribunal, shall be in full force and effect against or in favour of Transferee Company and may be enforced as fully and effectively as if instead of the Transferor Company, the Transferee Company had been a party or beneficiary thereto. Further, the Transferee Company shall be deemed to be authorized to execute any such deeds, writings or confirmations on behalf of the Transferor Company and to implement or carry out all formalities required on the part of the Transferor Company, to give effect to the provisions of this Scheme.

As a consequence of the amalgamation of the Transferor Company with the Transferee Company in 6.2 accordance with or pursuant to this Scheme, the recording of change in name in the records of the statutory or regulatory authorities from the Transferor Company to the Transferee Company, whether pertaining to any licence, permit, approval or any other matter, or whether for the purposes of any transfer, registration, mutation or any other reason, shall be carried out by the concerned statutory or requiatory or any other authority.
For removal of doubts, it is expressly made clear that the dissolution of the Transferor Company 6.3 without the process of winding up as contemplated hereinafter, shall not, except to the extent set out in the Scheme, affect the previous operation of any contract, agreement, deed or any other instrument or beneficial interest to which the Transferor Company is a party thereto and shall not affect any right, privilege, obligations or liability, acquired, or deemed to be acquired prior to Appointed Date and all such references in such agreements, contracts and instruments to the Transferor Company shall be construed as reference only to the Transferee Company with effect from the Appointed Date.
CONDUCT OF BUSINESS UNTIL DATE OF APPROVAL OF THIS SCHEME BY THE TRIBUNAL 7.

With effect from the Appointed Date up to the date of approval of this Scheme by the Tribunal:

Transferor Company shall carry on, and be deemed to have carried on its business, operations $7.1$ or activities, and shall be deemed to have held and stood possessed of and shall hold and stand possessed of the assets, properties, liabilities or Undertaking(s) on behalf of and / or in trust for the .
Transferee Company.
All profits or income accruing or arising to the Transferor Company, or losses arising or expenditure $7.2$ incurred by it, shall for all purposes be treated as, and be deemed to be treated as, the profits or income or losses or expenditure, as the case may be, of the Transferee Company.
All assets howsoever acquired by the Transferor Company for carrying on its business, operations $7.3$ or activities and the liabilities relating thereto shall be deemed to have been acquired and are also contracted for and on behalf of the Transferee Company.
The Transferee Company shall also be entitled, pending sanction of the Scheme, to apply to the 7.4 Central Government, State Government, and all other agencies, department and statutory authorities concerned, wherever necessary, for such consents, approvals and sanctions which the Transferee Company may require including the registration, approvals, exemptions, reliefs etc., as may be required / granted under any law for the time being in force for carrying on business of the Transferor Company.
Transferor Company shall carry on its business, operations or activities with reasonable diligence 7.5 and business prudence and shall not venture into / expand any new businesses, alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except in the ordinary course of business without the prior consent of the Transferee Company.
The transfer of assets, properties, liabilities and the continuance of proceedings by or against the $76$ Transferor Company shall not affect any transaction or proceedings already concluded by the Transferor Company on or after the Appointed Date to the end and intent that the Transferee Company accepts and adopts all acts, deeds things done and executed by the Transferor Company, in regard thereto as done executed by the Transferee Company on behalf of itself.

$11$ S P B. Nolman Kenishn KUVAKO

$[271]$

STAFF, WORKMEN, AND EMPLOYEES 8.

Upon approval of this Scheme by the Tribunal, all staff, workmen and employees on the payrolls of $8.1$ the Transferor Company, in service on the date of approval of this Scheme by the Tribunal shall be deemed to have become staff, workmen, and employees of Transferee Company on such date without any break or interruption in their service and on the terms and conditions of their employment not less favourable than those subsisting with reference to Transferor Company as on the said date.

The contributions with regard to benefit of employees of the Transferor Company being currently $8.2$ deposited with Regional provident Fund Organization, employee state insurance plan scheme, leave encashment, compensated absences scheme or any other special scheme(s) or fund (s) created or existing, if any, shall stand substituted, upon approval of the Scheme by the Tribunal, in favour of the Transferee Company for all purposes whatsoever, related to the administration or operation of such schemes and intent that all the rights, duties, powers and obligation of Transferor Company in relation to such schemes shall become those of the Transferee Company. The Transferee Company will file the relevant intimations to the statutory authorities concerned who shall take the same on record and endorse the name of the Transferee Company for the Transferor Company.

It is clarified that the services of all transferred staff, workmen and employees of the Transferor 8.3 Company, to the Transferee Company will be treated as having been continuous for the purpose of the aforesaid employee benefits and i or liabilities. For the purpose of payment of any retrenchment compensation, gratuity and / or other terminal benefits, and / or any other liability pertaining to staff, workmen and employees, the past services of such staff, workmen and employees with the Transferor Company shall also be taken into account by the Transferee Company, who shall pay the same if and when payable.
Upon approval of this Scheme by the Tribunal, the directors of the Transferor Company shall not 8.4 automatically be entitled to any directorship in the Transferee Company by virtue of the provisions of this Scheme.
DISSOLUTION WITHOUT WINDING UP 9.

VALIDITY OF EXISTING RESOLUTIONS 10.

Upon approval of this Scheme by the Tribunal, the resolutions of the Transferor Company as are considered necessary by the Board of Directors of the Transferee Company which are validly subsisting be considered as resolutions of the Transferee Company. If any such resolutions have any monetary limits approved under the provisions of the 2013 Act or of any other applicable statutory provisions, then the said limits, as are considered necessary by the Board of Directors of the Transferee Company, shall be added to the limits, if any, under the like resolutions passed by the Transferee Company.

CONSIDERATION $11.$

$12$ Bingolan Krish KUVAKOI

$[272]$

SUB DIVISION OF FACE VALUE OF EQUITY SHARES OF THE TRANSFEROR COMPANY AND $12.$ CONSOLIDATION OF AUTHORIZED CAPITAL OF THE TRANSFEROR COMPANY WITH THE AUTHORISED CAPITAL OF THE TRANSFEREE COMPANY

As an integral part of the Scheme, the face value of 1 (One) equity share of Transferor Company $12.1$ amounting to Rs. 10/- (Rupees Ten only) shall be sub-divided into face value of Rs. 2/- (Rupee Two only) comprising 5 (Five) equity shares of Transferor Company, accordingly the authorised share capital of the Transferor Company shall be restructured and restated as follows:

"The authorised share capital of the Transferor Company is Rs.10,00,000/- (Rupees Ten Lakh only) divided into 5,00,000 (Five Lakh) equity shares of Rs.2/- (Rupee Two only) each".

12.2 The members of the Transferor Company, on approval of the Scheme, shall be deemed to have given their approval u/s 61 of the 2013 Act and all other applicable provisions of the said act for sub-division of the face value of equity shares and for the amendment to the Authorized Capital of the Company and no separate resolutions will be required to be passed for sub-division of the face value of equity shares of the Company and for the amendment to the Authorized Capital of the Company under section 61 of the 2013 Act and no separate notice will be required to be given to the Registrar of Companies, for intimation of sub-division under section 64 of the 2013 Act.

12.3 As an integral part of the Scheme and upon its sanction, and after the sub-division of the face value of the equity shares of the Transferor Company, the Authorized Share Capital of the Transferee Company shall automatically stand increased by merging the Authorized Share Capital of Transferor Company with Transferee Company after filing necessary e-form INC 28 with the ROC / MCA without any further act or deed on the part of the Transferee Company. However, the fee paid by the Transferor Company on its Authorised Capital prior to its amalgamation with the transferee company shall be set off against the fees payable by the transferee company on its Authorised Capital enhanced by the amalgamation as provided under Section 233(11) of the Companies Act, 2013.

12.4 The Memorandum and Articles of association of the Transferee Company (relating to authorized share capital) shall without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purpose of effecting this amendment, and no further resolution(s) under Section 13, 14, 61, 64 or any other applicable provisions of the 2013 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 utilised and applied to the increased authorized share capital of the Transferee Company. Pursuant to the approval of this Scheme by the Tribunal and consequent upon the amalgamation of the Transferor Company with the Transferee Company, the authorized share capital of the Transferee Company will be Rs.30,10,00,000/- (Rupees Thirty Crore and Ten Lakh only) divided into 15,05,00,000 (Fifteen Crore and Five Lakh) equity shares of Rs.2/- (Rupees Two only) each.

$13$ B. Molan Kris KUVAKCI

$[273]$

Memorandum of Association:

The Authorized Share Capital of the Company is Rs.30,10,00,000/- (Rupees Thirty Crore and V. Ten Lakh only) divided into 15,05,00,000 (Fifteen Crore and Five Lakh) equity shares of Rs.2/-(Rupees Two only) each.

ACCOUNTING $13.$

Accounting of amalgamation in the books of Transferee Company:

Upon approval of this Scheme by the Tribunal, with effect from the Appointed Date, since the transaction $13.1$ involves entities which are ultimately controlled by the same parties before and after the transaction, for the purpose of accounting and dealing with the value of assets and liabilities of the Transferor Company, the Transferee Company shall account for the amalgamation in accordance with 'Pooling of Interest Method' laid down in Appendix C 'Business Combinations of entities under common control' of Ind AS - 103 'Business Combinations' notified under the provisions of the 2013 Act, read along with relevant rules framed thereunder and other applicable accounting standards.
13.2 The Transferee Company shall record the assets, liabilities and reserves relating to the Transferor Company vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Company on the close of business hours on 31st day of March, 2020.
13.3 The identity of the reserves of the Transferor Company, if any, shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner in which they appeared in the financial statements of the Transferor Company.
13.4 The investment made in the Share Capital of the Transferor Company held by the Transferee Company shall stand cancelled. The difference, if any, arising between the investments directly held by the Transferee Company and assets, liabilities and reserves of the Transferor Company shall be accounted based on the accounting principles prescribed under Ind AS - 103, i.e. shall be transferred to the Capital Reserve.
The amount of any inter-company balance/ amounts between the Transferor Company and Transferee $13.5$ Company, appearing in the books of account of the Transferee Company, shall stand cancelled. In case of any differences in the accounting policies between the Transferee Company and the Transferor Company, the accounting policies followed by the Transferee Company shall prevail to ensure that the financial statements reflect the financial position on the basis of consistent accounting policies.

PART III

GENERAL TERMS AND CONDITIONS

CONSEQUENTIAL MATTERS RELATING TO TAX AND COMPLIANCE WITH LAW 14.

This Scheme has been drawn up to comply with the conditions relating to "Amalgamation" as specified $14.1$ under the tax laws, including section 2(19), Section 47 and other relevant sections of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the aforesaid provisions of the tax laws shall prevail. The Scheme shall then stand modified to the extent determined necessary to comply with the said provisions. Such modification will however not affect other parts of the Scheme. The power to make such amennoments as may become necessary shall vest with the Board of Directors of the Transferor Company and the Transferee Company, which power shall be exercised reasonably in the best interest of the company concerned.

$\overline{14}$ B. Nol - Krishn KUVAKO

$[274]$

Upon approval of this Scheme by the Tribunal, all taxes / cess / duties payable by or on behalf of the $14.2$ Transferor Company up to the Appointed Date and onwards including all or any refunds and claims, including refunds or claims pending with the revenue authorities for all purposes, be treated as the tax I cess I duty, liabilities or refunds and claims of the Transferee Company.
14.3 It is clarified that the entire taxes, including but not limited to prepaid taxes being tax deducted at source (TDS)/advance tax, MAT credits including the unutilized MAT credit upto the Appointed Date (1st April, 2020), if any, and also self-assessment taxes, if any, paid by the Transferor Company under the Income Tax Act, 1961 or any other statute in respect of income of the Transferee Company assessable for the period commencing on Appointed date (1st April, 2020), shall be deemed to be the taxes paid by the Transferee Company and credit for such taxes shall be allowed to the Transferee Company notwithstanding that certificates or challans or orders for such taxes are in the name of the Transferor Company and not in the name of the Transferee Company.
14.4 Upon approval of this Scheme by the Tribunal, the Transferee Company is expressly permitted to revise its income-tax returns, excise & CENVAT returns, service tax returns, other tax returns including GST and to restore as input credit of service tax/GST including IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company, in all the states adjusted earlier or claim refunds / credits.
14.5 The Transferee Company is also expressly permitted to claim refunds, credits, restoration of input CENVAT credit, GST including IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company, in all the states and tax deduction in respect of nullifying of any transaction between or amongst the Transferor Company and Transferee Company as the case may be.
14.6 In accordance with the CENVAT Credit Rules framed under Central Excise Act, 1944, as are prevalent on the Date of approval of this Scheme by the Tribunal, the unutilised credits relating to excise duties paid on inputs / capital goods / input services lying in the accounts of the undertaking of the Transferor Company shall be permitted to be transferred to the credit of the Transferee Company, as if all such unutilised credits were lying to the account of the Transferee Company. The Transferee Company shall accordingly be entitled to set off all such unutilised credits against the excise duty / service tax payable by it.
14.7 Upon approval of this Scheme by the Tribunal, the Transferee Company is expressly permitted to revise its financial statements to give effect to the amalgamation of the Transferor Company pursuant to the provisions of the Scheme.

15. SCHEME CONDITIONAL ON APPROVAL / SANCTIONS

15.1 The Scheme is conditional upon and subject to:
Approval by requisite majority of the members and creditors of Transferor Company and $(a)$ Transferee Company as may be directed by the NCLT either by way of convening a meeting or by way of a dispensation on production of consent affidavits or no-objection certificates;
Approval of the scheme by relevant regulatory authorities; $(b)$
Sanction of the Scheme by the NCLT; $(c)$
Certified copies of the orders of the NCLT, sanctioning the Scheme being filed with the Registrar (d) of Companies.
15.2 In the event of this Scheme failing to take effect finally, this Scheme shall become null and void and in that case no rights and liabilities whatsoever shall accrue to or be incurred inter-se by the parties or their shareholders or creditors or employees or any other person.

$\overline{15}$ $PR$ S L B. NolonKrishun Í KUVAKOI OFRAB

$[275]$

15.3 If any part of this Scheme is invalid, ruled illegal by any Court of competent jurisdiction, or unenforceable under present or future laws, then it is the intention of the parties that such part shall be severable from the remainder of this Scheme, and this Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the Board of Directors of the companies involved in the Scheme shall attempt to bring about a modification in this Scheme, as will best preserve for the parties the benefits, and obligations of this Scheme, including but not limited to such part.

16. APPLICATION TO THE NCLT

16.1 The Transferor Company and the Transferee Company shall, with all reasonable dispatch, make and
file applications/petitions jointly to the NCLT, under Sections 230 to 232 of the 2013 Act and other applicable provisions of the 2013 Act, seeking orders for dispensing with or convening, holding and conducting of the meetings of the classes of their respective members and / or creditors and for sanctioning this Scheme, with such modifications as may be approved by the NCLT.
Upon this Scheme being approved by the requisite majority of the respective members and creditors of $16.1$ the Transferor Company and the Transferee Company, (as may be directed by the NCLT in the manner specified under clause 16.1) the said Companies shall, with all reasonable dispatch, apply to the NCLT, for sanction of this Scheme under Sections 230 to 232 of the 2013 Act and other applicable provisions of the 2013 Act, and for such other order or orders, as the said NCLT may deem fit for carrying this Scheme into effect.
16.2 Upon approval of this Scheme by the Tribunal, the shareholders of the Transferor Company and the Transferee Company shall be deemed to have also accorded their approval under all relevant provisions of the 2013 Act for giving effect to the provisions contained in this Scheme.

17. COMPLIANCE WITH SEBI REGULATIONS:

17.1 Since the present Scheme solely provides for amalgamation of the wholly owned subsidiary with its parent company, no formal approval, is required from the Stock Exchanges or Securities and Exchange Board of India ('SEBI') for the Scheme, in terms of provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2017, and SEBI Circular No. CFD/DIL3/CIR/2017/21, dated 10th March, 2017, and Circular No. CFD/DIL3/CIR/2018/2, dated January 03, 2018, and other applicable provisions, if any.
17.2 In terms of the SEBI Regulations, the present Scheme of Amalgamation is only required to be filed with BSE and NSE (the Stock Exchanges where the Transferee Company is listed) for the purpose of disclosure and dissemination on its website.
17.3 The Transferee Company will comply with the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Listing Agreement, SEBI Regulations, SEBI Circulars and other applicable provisions, if any, in connection with the Scheme and other connected matters.

MODIFICATIONS / AMENDMENTS TO THE SCHEME 18.

The Transferor Company and Transferee Company represented by their respective Board of Directors, $18.1$ may make and I or consent to any modifications I amendments to the Scheme or to any conditions or limitations that the NCLT or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them (i.e. the Board of Directors).
18.2 The Transferor Company either individually or together, and the Transferee Company shall be at liberty to withdraw from this Scheme, in case of any condition or alteration imposed by the NCLT or any other authority or any bank or financial institution is unacceptable to them or otherwise if so mutually agreed.

s B. Nol Krishnik KUVAKO

$[276]$

18.3 The Transferor Company and Transferee Company by their respective Board of Directors shall be authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or order of any other authority or otherwise however arising out of or under or by virtue of the Scheme and / or any matter concerned or connected therewith.

EFFECT OF NON-RECEIPT OF APPROVALS/ SANCTIONS 19.

In the event of any of the said sanctions/approvals not being obtained and / or the Scheme not being sanctioned by the NCLT, this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and I or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

20. COST, CHARGES, AND EXPENSES

All costs, charges, fees, taxes including duties (including the stamp duty and/or transfer charges, if any, applicable in relation to this Scheme), levied and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing the terms and conditions of this Scheme and matters incidental thereto shall be borne and paid by the Transferee Company. The Transferee Company shall be eligible for deduction of expenditure incurred as per section 35DD of the Income-tax Act, 1961.

CCL BEVERAGES PRIVATE LIMITED

….Petitioner /Transferor Company

CCL PRODUCTS (INDIA) LIMITED

…. Petitioner / Transferee Company

INDEX

Sl. No.	Particulars	Annexure	Page No.
		No.
	VOLUME - V
(1)	A copy of the Chairperson's report dated 16.04.2021, on
	the result of voting by the Equity Shareholders of the
	Transferee Company, as submitted to this Hon'ble	14	747-796
	Tribunal by the Chairperson on 16th April, 2021,
	through e filing No. 2812129000082021
(2)	A copy of the Chairperson's report dated 16.04.2021, on
	the result of voting by the Trade / Sundry Creditors of
	the Transferee Company, as submitted to this Hon'ble	15	797-832
	Tribunal by the Chairperson on 16st April, 2021,
	through e filing No. 2812129000082021

Date: 21.04.2020

Place: Hyderabad Counsel for the Petitioner Companies

IA Filing / Filing No : 2812129000082021 Filing Date : 16-04-2021

S. No.	Filing Number	Miscelleneous No	Party Name	File Name
1	2812129000082021	2812129000082021/2	CCL BEVERAGES PRIVATE LIMITED	Chairperson Report - Equity Shareholders.pdf
2	2812129000082021	2812129000082021/2	CCL BEVERAGES PRIVATE LIMITED	Chairperson Report - Trade-Sundry Creditors.pdf

Receipt Print

$[748]$

BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL

AMARAVATI BENCH AT HYDERABAD

CA (CAA) NO.1/230/AMR/2021

IN THE MATTER OF COMPANIES ACT, 2013

IN THE MATTER OF SECTION 230 TO 232 OF THE COMPANIES ACT, 2013

AND

ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT

AND

IN THE MATTER OF SCHEME OF AMALGAMATION

BETWEEN

CCL BEVERAGES PRIVATE LIMITED

(TRANSFEROR COMPANY)

AND

CCL PRODUCTS (INDIA) LIMITED :

(TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CCL PRODUCTS (INDIA) LIMITED

.....APPLICANT/TRANSFEREE COMPANY

RUNNING INDEX

SL.	Particulars	Annexure	Page No.
No.		No.
1.	Affidavit - Report by Chairperson for the Equity		$1 - 13$
	Shareholders
2.	Scrutinizers Report		14-29
3.	CCL between Amalgamation of Scheme
	Beverages Private Limited (Transferor Company)
	and CCL Products (India) Limited (Transferee	2	$30 - 47$
	and Their Respective Shareholders company)
	and creditors

Date: 16.04.2021 Place: Hyderabad

....Applicant / Transferee Company

AFFIDAVIT - REPORT BY CHAIRPERSON FOR EQUITY SHAREHOLDERS

I, J. Basava Raju, S/o Late Shri J. V. Subba Raju aged about 54 years, Advocate, appointed as Chairperson by the Hon'ble National Company Law Tribunal, Amaravati Bench at Hyderabad, by an order dated 26^th February 2021, to convene a meeting of the Equity Shareholders of CCL PRODUCTS (INDIA) LIMITED (hereinafter referred to as the Applicant Company) on Saturday, the 10^th day of April, 2021, at 11:00 A.M. (IST) through video conferencing ("VC") / other audio visual means ("OAVM")and as such I am well acquainted with the facts of the case and state as below :

That as per the order of the Hon'ble Tribunal dated 26th day of February, 2021, the notices with regard to the meeting of the Equity Shareholders of the Applicant Company were sent to 36,530 (Thirty Six Thousand Five Hundred and Thirty) Equity Shareholders through email through M/s Venture Capital and Corporate Investments Private Limited and to 2,460 (Two Thousand Four Hundred and Sixty) Equity Shareholders through DTDC Courier on 08.03.2021 , whose names are recorded in the Register of Members / in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date (Saturday, 3rd day of April, 2021).

[750]

1. That as per the order of the Hon'ble Tribunal dated 26^thday of February, 2021, a paper advertisement with regard to the date and time of the meeting of the Equity Shareholders of the Applicant Company was carried out in accordance with Rule 7 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, in the Financial Express, Hyderabad District edition and in Andhra Prabha, Hyderabad District Edition both having circulation in the state of Telangana and Andhra Pradesh on 09.03.2021.
1. It is submitted that as per the direction of the Hon'ble Tribunal the meeting was conducted through Video Conference. In the said meeting 133 Equity Shareholders voted on the resolution by way of remote e-voting as well as e-voting at the Meeting. Out of the said 133 Equity Shareholders, 103 Equity Shareholders voted through remote e-voting and 30 Equity Shareholders voted at the Meeting through e-voting. Further, 40 Equity Shareholders attended and participated in the Meeting through Video Conference / Other audio visual means and hence the quorum prescribed under Section 103 of the Companies, Act 2013, i.e., 30 (Thirty) Equity Shareholders, either in person or through proxy, by this Hon'ble Tribunal for the purpose of proper constitution of the meeting of the Equity Shareholders of the Applicant Company was present. The said 133 Equity Shareholders held a total of 9,13,49,474 equity shares of Rs.2/- each as on 03rd April, 2021, being the Cut Off Date. For the purpose of the meeting, Central Depository Services (India) Limited ("CDSL") provided the necessary facility for attending the meeting through Video Conference and voting through electronic means.
The Scheme of Amalgamation between CCL Beverages Private Limited ('the Transferor Company') and CCL Products (India) Limited('the Transferee Company') and their respective shareholders & Creditors was taken as read with the permission of Equity Shareholders present at the meeting and explained briefly by Ms. Sridevi, Company Secretary of the Company at the meeting and the question submitted to the said meeting was whether the Equity Shareholders of the Applicant Company approve the Scheme of Amalgamation as submitted to the meeting and agree thereto.
1. The Equity Shareholders of the Applicant Company were of the opinion that the Scheme of Amalgamation between CCL Beverages Private Limited ('the Transferor Company') and CCL Products (India) Limited('the Transferee Company') and their respective shareholders& Creditors should be approved as submitted to the meeting without any modifications and have agreed to and passed the following resolution with requisite majority:-

$\lceil 751 \rceil$

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modifications, amendments, re-enactments thereof for the time being in force, relevant rules of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and the provisions of the Memorandum and Articles of Association of the Company and subject to the requisite approvals, sanctions, consents, observations, no objections, confirmations, permissions from the Hon'ble National Company law Tribunal, Amaravati Bench, (NCLT) or such other competent authority as may be applicable, and the confirmation, permission, sanction and approval of the other statutory/regulatory authorities, if any, in this regard and subject to such other conditions or guidelines, if any, as may be prescribed or stipulated by any such authorities, from time to time, while granting such approvals, sanctions, consents, observations, no objections, confirmations, permissions and which may be agreed by the Board of Directors of the Company, the draft "Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors" ("Scheme"), providing for amalgamation of CCL Beverages Private Limited (Transferor Company) with the Company on a going concern basis with effect from 01.04.2020 (First Day of April, Two Thousand and Twenty) being the Appointed Date, as placed before the meeting and initialed by the chairman for the purpose of identification, be and is hereby approved."

A combined total of 133 Equity Shareholders voted on the resolution by way of remote e voting as well as e voting at the Meeting. Out of the said, 30 Equity Shareholders, attended and participated in the Meeting through Video Conference / Other audio visual means and voted thereat and 103 Equity Shareholders cast their vote through remote e-voting. The said 133 Equity Shareholders held a total of 9,13,49,474 equity shares of Rs.2 /-each as on 03rd April, 2021, being the Cut Off Date.

The Company provided remote e-voting facility to its Equity Shareholders to vote $\bullet$ on the Resolution, which commenced at 9.00 A.M. on Wednesday, 7th April, 2021 and closed at 5.00 P.M. on Friday, 9th April, 2021. Further the e-voting facility was also made available to the Equity Shareholders who did not cast their vote through remote e-voting.
Equity Shareholders, who were present in the Meeting through VC/OAVM facility and did not cast their vote on the resolution through remote e-Voting and otherwise not barred from doing so, voted through e-voting system available during the Meeting.
1. (A) It is submitted that the Hon'ble Tribunal appointed Smt. N. Vara Lakshmi, PCS as scrutinizer of the said meeting. Based on the report given by the Scrutinizer the detailed result of the voting of the Equity Shareholders who attended the meeting and also those who participated through remote e-voting for consideration of the proposed Scheme of Amalgamation is as follows:-

SL. No.	NAME OF THE	ADDRESS OF THE EQUITY	NO. OF
	EQUITY	SHAREHOLDER'S	SHARES/VOT
	SHAREHOLDERS		ES
	VENKATAPAIAH	3-135, RAVIPADU, GUNTUR ANDHRA	5000
(1)	POSANI.	PRADESH-522015
	MARNENI RAGHU	H NO. 1-9-1088/69-71 FLAT NO.203,	$\mathbf{1}$
(2)	VEER RAO	YASHASREE APTS VIDYANAGAR
		HYDERABAD 500044
	RAMANA RAO	5-9-297/23 LIC STAFF QTRS 256	10 ^°
(3)	TUMULURI	GUNFOUNDARY NAMPALLY
		HYDERABAD 500001
(4)	JAYA BHARATHI	5-9-297/23, LIC QTRS. GUNFOUNDARY	10 ₁
	TUMULURI	HYDERABAD 500001
(5)	TARA DEVI JHAWAR	21-3-511/4 CHELAPURA HYDERABAD	10 ₁
		500002
(6)	SONU JHAWAR	21-3-511/4 MOOSA BAWALI	$\mathbf{1}$
		HYDERABAD 500002
(7)	SRIKANTH JHAWAR	HNO:21-3-511/4 MOOSA BAWALI	105
		HYDERABAD 500002
(8)	KAMAL KISHORE	NO 21-3-511/4 MOOSA BOWLI	10 ₁
	JHAWAR	CHARMINAR HYDERABAD 500002
	SHANKER RAMESH	26-122/49/1, PLOT NO. 12 SHARADA	50
(9)	GOLLA	NAGAR SAFILGUDA HYDERABAD
		500047
(10)	KAMAL KISHORE	D NO 21-3-511/4 MOOSA BOWLI	10
	JHAWAR	CHARMINAR HYDERABAD 500002
(11)	SRISHANT CHALLA	H NO 8-2-269/4A ROAD NO 2 BANJARA	14088388
		HILLS HYDERABAD 500034
	KUMAR PRAMOD	PMC 0024 NOCL REFINERY PROJECT	15
(12)	SINGH	SITE KAYALPATTU POOCHIMEDU
		CUDDALORE 608801
	SABARI	A 9 GAMATHIAGAM FIRST STREET	50
(13)	MUTHUMATHI G	MUNICIPAL COLONY OPP TO
		SARAVANA STORE MAHARAJNAGAR
		TIRUNELL ELLER 27011
		ABMAAR Λ

[753]

(14)	M BHASKAR REDDY	Z8 J 3 141M KUAU JANINI NAUAN	TNN
		ELURU WEST GODAVARI 534007
(15)	SURESH CHAND JAIN	4-7-1072/2, ESAMIYA BAZAR,	99
		HYDERABAD 500027
	PRAFUL CHAVDA	STREET NO.15, H.NO.3-7-42 AG	895
(16)		COLONY, NALANDA NAGAR ATTAPUR
		HYDERABAD 500048
	KAMAL KISHORE	21-3-511/4 MOOSA BOWLI	10
(17)	JHAWAR	CHARMINAR HYDERABAD 500002
	LAXMI NIVAS JAJU	20-2-12 OLD KABUTARKHANA	15700
(18)		HYDERABAD 500064
	SANTOSH KUMAR	B 13/302 AIRPORT ENCLAVE CO	10
	SARAF HUF	OPERATIVE HOUSING SOCIETY L TD,
(19)		JESSORE RD, BIRATI, BANKRA KOLKATA
		700051
	BHARATI SARAF	B 13/302, AIRPORT ENCLAVE CO-	8
(20)		OPERATIVE SOCIETY JESSORE ROA,
		BANKRA KOLKATA 700051
	SANTOSH KUMAR	C/O, B-13/302, AIRPORT ENCLAVE	8
(21)	SARAF	CORP HSG SOCIETY LTD, BIRATI
		JESSORE ROAD KOLKATA 700051
	BABU RAYAVARAPU	H NO 610 NARAYANASWAMY CAMP	$\mathbf{1}$
(22)	NARESH	SANAPURA HOSPET 583132
	RAVNEET SINGH	House No. 737, Sector 33, Urba Near	100
(23)		Police Colony LUDHIANA 141010
	KAMAL KISHORE	21 3 511/4 MOOSABAWALI	40
(24)	JHAWAR	HYDERABAD 500002
	LIC MF LARGE and	C/O STANDARD CHARTERED BANK	270190
	MID CAP FUND	SECURITIES SERVICES, 3RD FLOOR 23-
(25)		25, MAHATMA GANDHI ROAD FOR
		MUMBAI 400001
		EMERGING MARKETS CITIBANK N.A. CUSTODY SERVICES	546154
	CORE	$EQUITY$ FIFC- 11TH FLR, G BLOCK PLOT C-54
		PORTFOLIO (THE AND C-55, BKC BANDRA - EAST,
(26)	PORTFOLIO) OF DFA MUMBAI 400098
	INVESTMENT
	DIMENSIONS GROUP
	INC. (DFAIDG)
	STATE UTAH	CITIBANK N.A. CUSTODY SERVICES	2288
(27)	RETIREMENT	FIFC- 11TH FLR, G BLOCK PLOT C-54
	SYSTEMS	AND C-55, BKC BANDRA - EAST,
		MUMBAI 400098
	CITY OF LOS ANGELES	CITIBANK N.A. CUSTODY SERVICES	12156
(28)	FIRE AND POLICE	FIFC- 11TH FLR, G BLOCK PLOT C-54
	PENSION PLAN	AND C-55, BKC BANDRA - EAST,
		MUMBAI 400098
	NORTHERN TRUST	CITIBANK N.A. CUSTODY SERVICES	2191
	COMMON ALL	FIFC- 11TH FLR, G BLOCK PLOT C-54
(29)	COUNTRY WORLD EX-	AND C-55, BKC BANDRA - EAST,
	US INVESTABLE MARKET INDEX	MUMBAI 400098
	FUND-NON LENDING
	MONDRIAN	CITIBANK N.A. CUSTODY SERVICES	627987
	EMERGING MARKETS	FIFC- 11TH FLR, G BLOCK PLOT C-54
(30)	SMALL CAP EQUITY	AND C-55, BKC BANDRA - EAST,
	FUND, L.P.	MUMBAI 400098

(31)	LIFE ADITYA BIRLA SUN LIFE DIVIDEND YIELD FUND	ADITYA BIRLA SUN CITIBANK N.A. CUSTODY SERVICES TRUSTEE FIFC- 11TH FLR, G BLOCK PLOT C-54 PRIVATE LIMITED A/C AND C-55, BKC BANDRA - EAST, MUMBAI 400098	78532
(32)	ADITYA BIRLA SUN TRUSTEE LIFE ADITYA BIRLA SUN LIFE SMALL CAP FUND	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 PRIVATE LIMITED A/C AND C-55, BKC BANDRA - EAST, MUMBAI 400098	1236055
(33)	GOVERNMENT GLOBAL	CITIBANK N.A. CUSTODY SERVICES PENSION FUND FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	2775080
(34)	DALTON INDIA (MASTER) FUND LP	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	218991
(35)	HANCOCK JOHN FUNDS II EMERGING MARKETS FUND	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	3414
(36)	NORTHERN TRUST COLLECTIVE EMERGING MARKETS SMALL CAP INDEX FUND- NON LENDING	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	75794
(37)	TKP INVESTMENTS BV B.V. RE MM EQUITY SMALL CAP FUND	CITIBANK N.A. CUSTODY SERVICES - AEGON CUSTODY FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	792131
(38)	ICICI PRUDENTIAL BHARAT CONSUMPTION FUND-SERIES 3	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	48437
(39)	ICICI PRUDENTIAL BHARAT CONSUMPTION FUND - SERIES 5	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	85767
(40)	WISDOMTREE INDIA INVESTMENT PORTFOLIO, INC.	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	71401
(41)	WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	184720
(42)	ISHARES INDIA SC MAURITIUS COMPANY	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	131492
(43)	ISHARES MSCI EM SMALL CAP UCITS ETF	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAL 400098	18459

[754]

$\frac{1}{2}$

$r_{7}$

(44)	ISHARES CORE MSCI EM IMI UCITS ETF	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	64651
(45)	DSP VALUE FUND	CITIBANK N.A. CUSTODY SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098	54533
(46)	ICICI PRUDENTIAL SMALLCAP FUND	HSBC SECURITIES SERVICES NESCO COMPLEX, W E HIGHWAY GOREGAON EAST, MUMBAI 400063	976836
(47)	PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO	HSBC SECURITIES SERVICES NESCO COMPLEX, W E HIGHWAY GOREGAON EAST, MUMBAI 400063	2011
(48)	INDIA FRANKLIN SMALLER COMPANIES FUND	HSBC SECURITIES SERVICES NESCO COMPLEX, W E HIGHWAY GOREGAON EAST, MUMBAI 400063	5562185
(49)	ALASKA PERMANENT FUND	DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORT MUMBAI 400001	12875
(50)	SPDR S AND P EMERGING MARKETS SMALL CAP ETF	DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORT MUMBAI 400001	26732
(51)	STATE STREET MSCI EMERGING MARKETS SMALL CAP INDEX SECURITIES LENDING FUND	DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORT MUMBAI 400001	16706
(52)	COLLEGE RETIREMENT EQUITIES FUND STOCK ACCOUNT	DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX $-$ NO. 1142, FORT MUMBAI 400001	46998
(53)	STATE STREET MSCI EMERGING MARKETS SMALL CAP INDEX NON-LENDING COMMON TRUST FUND	DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORT MUMBAI 400001	35749
(54)	UPS GROUP TRUST	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001	25040
(55)	STATE STREET GLOBAL SMALL CAP EQUITY EX-U.S. INDEX NON-LENDING SERIES FUND	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001	59990
(56)	ONTARIO PENSION BOARD - MONDRIAN INVESTMENT PARTNERS LIMITED	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001	1187070
(57)	AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS SMALL CAP FUND	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001	3860248

XI.

11086	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX	ETFs SSGA SPDR EUROPE I PUBLIC
	NO. 1142, FORT MUMBAI 400001	LIMITED COMPANY -
		SPDR MSCI	(58)
		EMERGING MARKETS
		SMALL CAP UCITS ETF
11096	DEUTSCHE BANK AG, DB HOUSE	MERCER QIF FUND
	HAZARIMAL SOMANI MARG, P.O.BOX	PLC- MERCER	(59)
	NO. 1142, FORT MUMBAI 400001	INVESTMENT FUND 1
8296	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX	VIRGINIA RETIREMENT SYSTEM	(60)
	NO. 1142, FORT MUMBAI 400001
173445	DEUTSCHE BANK AG, DB HOUSE	ICICI PRUDENTIAL
	HAZARIMAL SOMANI MARG, P.O.BOX	DIVIDEND YIELD	(61)
	NO. 1142, FORT MUMBAI 400001	EQUITY FUND
571081	DEUTSCHE BANK AG, DB HOUSE	ICICI PRUDENTIAL
	HAZARIMAL SOMANI MARG, P.O.BOX	FMCG FUND	(62)
	NO. 1142, FORT MUMBAI 400001
966743	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX	KAPITALFORENINGEN INVESTIN PRO,
	NO. 1142, FORT MUMBAI 400001	DALTON AKTIER	(63)
		ASIEN EX JAPAN
1016581	DEUTSCHE BANK AG, DB HOUSE	LIFE HDFC
	HAZARIMAL SOMANI MARG, P.O.BOX	(64) INSURANCE COMPANY LIMITED
45069	NO. 1142, FORT MUMBAI 400001 DEUTSCHE BANK AG, DB HOUSE	IA ALL CAP FUND
	HAZARIMAL SOMANI MARG, P.O.BOX		(65)
	NO. 1142, FORT MUMBAI 400001
9800	DEUTSCHE BANK AG, DB HOUSE	OPPORTUNITIES IA.
	HAZARIMAL SOMANI MARG, P.O.BOX	FUND - SERIES 1	(66)
	NO. 1142, FORT MUMBAI 400001
1982	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX	IA OPPORTUNITIES FUND - SERIES 4	(67)
	NO. 1142, FORT MUMBAI 400001
1168	DEUTSCHE BANK AG, DB HOUSE	OPPORTUNITIES IA.
	HAZARIMAL SOMANI MARG, P.O.BOX	FUND - SERIES 8	(68)
	NO. 1142, FORT MUMBAI 400001
72820	DEUTSCHE BANK AG, DB HOUSE	BOI AXA SMALL CAP
	HAZARIMAL SOMANI MARG, P.O.BOX	FUND	(69)
7908	NO. 1142, FORT MUMBAI 400001 DEUTSCHE BANK AG, DB HOUSE,	AMERICAN CENTURY
	HAZARIMAL SOMANI MARG, P.O.BOX	ETF TRUST-AVANTIS
	NO. 1142, FORT MUMBAI 400001	EMERGING MARKETS	(70)
		EQUITY ETF
1635	DEUTSCHE BANK AG, DB HOUSE,	AMERICAN CENTURY
	HAZARIMAL SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI 400001	ETF TRUST - AVANTIS EMERGING MARKETS	(71)
		EQUITY FUND
19423	DEUTSCHE BANK AG, DB HOUSE	NIPPON LIFE INDIA
	HAZARIMAL SOMANI MARG, P.O.BOX	TRUSTEE LTD-A/C
	NO. 1142, FORT MUMBAI 400001	NIPPON INDIA NIFTY	(72)
		SMALL CAP 250
	KUTTIKATTIL HOUSE THRIKALATHOOR	INDEX FUND SIVASANKARAN K
50	P O ERNAKULAM DIST KERALA		(73)

$[756]$

$\overline{\mathcal{S}}$

$\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)$

$\hat{\mathcal{L}}$

1 Sp.

$\hat{\mathcal{E}}$

[757]

(74)	TARA DEVI	H.NO.23/3/511/4 CHELAPURA	10
		HYDERABAD . 500002
(75)	KAMAL KISHORE	21/3/511/4, MOOSA BAWALI,	$\mathbf{1}$
	JHAWAR	CHELAPURA HYDERABAD 500002
(76)	RADHIKA JHAWAR	21/3/511/4 MOOSABOWLI HNO	$\overline{2}$
		BAHADURPURA HYDERABAD 500002
(77)	PAINENI LAKSHMI	D NO 8-50 DUGGIRALA 522330	23736
	ANNAM SRINIVASA	FLAT 1401 SAI RAGHAVA TOWERS	1000
(78)	MURTHY	KUKATPALLY K V RANGAREDDY
		500085
	NARINA SIREESHA	7/1/24/2/D GREENDALE AMEERPET	4000
(79)
		HYDERABAD 500016
(80)	KISHORE KAMAL	21 3 511/4 MOOSA BOWLI HYDERABAD	10
	JHAWAR	ANDHRA PRADESH 500002
	RAMESH SHANKER	26-122/49/1 SHARADA NAGAR	20
(81)	GOLLA	SAFILGUDA HYDERABAD 500047
	NARENDRA B V	PLOT NO 650 PRAGATI NAGAR OPP	3000
(82)	PRASAD	JNTU KUKATPALLY HYDERABAD AP
		500072
	THAMMINENI	D NO 5 28/1 NEAR JANDA CHETTU
	SUDHAKAR NAIDU	DUGGIRALA (POST) GUNTUR DIST AP	50000
(83)
		522330
	GARAKAPATI	C C L PRODUCTS(INDIA)LTD	61000
(84)	RANGANAYAKULU	DUGGIRALA(POST VILLAGE)
		GUNTUR(D.T) AP 522330
	KAMBHAMPATI	NEW NO 2 OLD NO 107C 29TH A CROSS	751249
(85)	BALAJI	JAYANAGAR 7TH BLOCK BANGALORE
		560082
	HSBC SMALL CAP	STANDARD CHARTERED BANK	300000
(86)	EQUITY FUND	SECURITIES SERVICES, 3RD FLOOR 23-
		25, MAHATMA GANDHI ROAD FORT,
		MUMBAI 400001
	VALUEQUEST INDIA	STANDARD CHARTERED BANK	1195247
	MOAT FUND LIMITED	Securities Services, 3rd Floor 23-25,
(87)		MAHATMA GANDHI ROAD FORT,
		MUMBAI 400001
	TATA INDIA	STANDARD CHARTERED BANK	727500
	CONSUMER FUND	SECURITIES SERVICES, 3RD FLOOR 23-
(88)		25, MAHATMA GANDHI ROAD FORT,
		MUMBAI 400001

	BURGUNDY	STANDARD CHARTERED BANK	3538
(89)	EMERGING MARKETS	SECURITIES SERVICES, 3RD FLOOR 23-
	SMALL CAP FUND	25 M.G. ROAD FORT, MUMBAI
		400001
(90)	RAMESH RAMCHAND	OPP DUKEJ SODA FACTORY, W T PATIL	500
	SADANI	MARG, CHEMBUR MUMBAI 400071
	RAO SRINIVASA	STUDIO SYCAMORE APT PLOT NO	39995
(91)	PATURI	8/2/465 FLAT NO 108 ROAD NO 4
		BANJARA HILLS HYDERABAD 500034
	SUBRAMANYA	71 18TH MAIN ROAD BANASHANKARI	5
(92)	RAVINDRA	1ST STAGE 2ND BLOCK BANGALORE
		560050
	RAMA RAO	10-2-9and249 FLAT NO 404A NASR	15987
(93)	VADLAMUDI	APARTMENTS $\overline{A}$ $\mathsf{C}$ GUARDS
		HYDERABAD 500004
	SOMPALLI	FLAT NO 102 PLOT NO 554 SAI SADAN	10000
(94)	KOTESWARA RAO	KPHB COLONY KUKATPALLY
		HYDERABAD 500072

(95)	I VENKAIA APPA RAO	5-57 NALGONDA ANDHRA PRADESH 508206	1395U
(96)	SOMPALLI PUSHPAVATHI	102 SAI SADAN APARTMENTS 6 TH PHASE KPHB HYDERABAD 500072	10000
(97)	KANDAPPANTHODI KANAKA KUMAR	H NO 6-3-563/A/7/5 ERRAMANZIL COLONY HYDERABAD HYDERABAD 500082	12870
(98)	DAMODAR NAIDU PYALIPI	H NO 11-5-256 STREET NO 19 MOOSAPET HYDERABAD 500084	10000
(99)	VIKAS SIROHIYA	PLOT NO 17 FLAT NO G1 SKY ARCADE CHINNA THOKATTA NEAR GVR GARDENS MALANI COLONY NEW BOWENPALLY HYDERABAD 500009	500
(100)	VENKATA RAMA RAO RAAVI	A-BLOCK NASR APTS AC GUARDS KHAIRATABAD HYDERABAD 500004	4020
(101)	MOHAN KRISHNA B	H NO 8-2-293/82/A/1182 ROAD NO 45 JUBILEE HILLS HYDERABAD 500033	1000000
(102)	AJITHA CHALLA	H NO 8-2-269/4A ROAD NO 2 BANJARA HILLS HYDERABAD 500034	1009390
(103)	KANAKA VENKATA APPALARAJU DARLA	H NO 1-3-183/39/4 TALLABASTHI KAWADIGUDA HYDERABAD 500080	100000
(104)	RAVISHANKAR GOGINENI	H NO ₁ 9-54 11TH WARD LAKSHMIDEVIPALLI KOTHAGUDEM COLLS KHAMMAM 507101	10000
(105)	AVNEET SINGH KOHLI	H NO 1496 WARD NO 10 CHANDIGARH ROAD SECTOR 32A LUDHIANA NR GURUDWARA SAHIB LUDHIANA 141010	200
(106)	SOUMYA CHALLA	8-2-269/4A ROAD NO 2 NEAR R B S BANK BANJARA HILLS KHAIRATABAD HYDERABAD 500034	13447616
(107)	RAJENDRA PRASAD CONTINENTAL COFFEE LTD 7-1-24/2/D CHALLA GREENDALE AMEERPET HYDERABAD 500016		13364249
(108)	CHALLA SHANTHA PRASAD	CCL PRODUCTS INDIA LIMITED 7-1- 24/2/D GRENDALE AMEERPET HYDERABAD 500016	18539699
(109)	SOUJANYA KONDAMUDI	H NO 3-6-494/201 HIMAYATNAGAR GM RD HYDERABAD 500029	10000
(110)	PADMA PAINENI	H NO 5-28/2 DUGGIRALA GUNTUR GUNTUR 522330	141500
(111)	RANGAPPA PC	H NO 5-28/2 DUGGIRALA GUNTUR GUNTUR 522330	5270
(112)	SAI TEJA RAVI VADLAMUDI	10-2-9 AND 249/404A NEAR SBI A C GUARDS HYDERABAD 500004	5860
(113)	CHALLA NARAYANA SWAMY	S O CHALLA ASITHU, FLAT NO 306, ,8 3 168, HYDERABAD TELANGANA, INDIA 500045	30500
(114)	SANTOSH KUMAR SARAF	B-13/302 AIRPORT ENCLAVE CO- OPERATIVE HOUSING SOCIETY LTD JESSORE ROAD, BIRATI, BANKARA KOLKATA 700051	$\overline{2}$
(115)	ASHMORE INDIA OPPORTUNITIES FUND	KOTAK MAHINDRA BANK LIMITED KOTAK INFINITI, BLDG.NO.21, 6TH FLR 400097	318000

(116)	FIDELITY INVESTMENT TRUST - PACIFIC FIDELITY BASIN FUND	JPMORGAN CHASE BANK N.A. INDIA SUB CUSTODY 6th FLOOR, PARADIGM 400064 B	1250367
(117)	SCHRODER INTERNATIONAL SELECTION FUND SMALLER ASIAN COMPANIES	JPMORGAN CHASE BANK N.A. INDIA SUB CUSTODY 6th FLOOR, PARADIGM B 400064	1094114
(118)	PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO	JPMORGAN CHASE BANK N.A. INDIA SUB CUSTODY 6th FLOOR, PARADIGM 400064 B	21044
(119)	EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND B	JPMORGAN CHASE BANK N.A. INDIA SUB CUSTODY 6th FLOOR, PARADIGM 400064 B.	20752
(120)	EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON- LENDABLE FUND	JPMORGAN CHASE BANK N.A. INDIA SUB CUSTODY 6th FLOOR, PARADIGM B 400064	223854
(121)	EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND	JPMORGAN CHASE BANK N.A. INDIA SUB CUSTODY 6th FLOOR, PARADIGM 400064 B.	149982
(122)	ICICI PRUDENTIAL LARGE and MID CAP FUND	JEEVAN SEVA ANNEXE BUILDING, A WING GR FLOOR, S V ROAD SANTACRUZ WEST, MUMBAI 400054	349787
(123)	ICICI PRUDENTIAL MIDCAP FUND	JEEVAN SEVA ANNEXE BUILDING, A WING GR FLOOR, S V ROAD SANTACRUZ WEST, MUMBAI 400054	184445
(124)	ICICI PRUDENTIAL BHARAT CONSUMPTION FUND - SERIES 1	JEEVAN SEVA ANNEXE BUILDING, A WING GR FLOOR, S V ROAD SANTACRUZ WEST, MUMBAI 400054	2206
(125)	ICICI PRUDENTIAL BHARAT CONSUMPTION FUND - SERIES 2	JEEVAN SEVA ANNEXE BUILDING, A WING GR FLOOR, S V ROAD SANTACRUZ WEST, MUMBAI 400054	689219
(126)	ICICI PRUDENTIAL Sand PBSE 500 ETF	JEEVAN SEVA ANNEXE BUILDING, A WING GR FLOOR, S V ROAD SANTACRUZ WEST, MUMBAI 400054	414
(127)	PRADIP KUMAR СНАТТОРАDНУА	Q 1 24 DLF CITY II GURGAON 122001	220
		TOTAL	9,13,48,507

$[759]$

◈

$\frac{1}{2}$

(B) E-Voting Result:

Total number of Equity Shareholders who voted either by way of remote e voting or e voting during the Meeting	133

Total number of shares held by the Equity Shareholders who voted
either by way of remote e voting or e voting during the Meeting	9,13,49,474
Total number of Equity Shareholders present in person or by way
	30
of proxy who cast their vote at the meeting through E-Voting
Total number of votes cast by them through E- Voting at the	1,64,22,396
Meeting
$\sqrt{3}$ , bhaskar $^{\prime}$ ★ $\star$ l _ittvo r.⊚2, Talangana∤ Regd. No: 7265. Q)

$\zeta$ of

$[760]$

Shareholders voted	Total Number of cast Equity Shareholders voted		Number of Equity Percentage of Number of votes Percentage of Total Number of votes cast
Q7	72.93	7,49,26,111	82.02

E-voting at the Meeting

Number of Equity Percentage of total Number of votes Percentage			$\bf$ of
Shareholders	Number of Equity $\vert$ cast		Number of votes
present and voting Shareholders			cast
$\left \text{in } \right $ person or by voted
way of proxy)
30	22.56	1,64,22,396	17.98%

Total Votes in favour: 9,13,48,507 (100% approx)

(D) Voted against the Resolution :

SL. NO.	NAME OF THE	ADDRESS OF THE EQUITY	NO. OF
	EQUITY	SHAREHOLDER'S	SHARES/VOTES
	SHAREHOLDERS
	Ajay Gupta	H. No. 1-9-1088/69-71, Flat No. 203,	950
(1)		Yashasree Apts, Vidyanagar,
		Hyderabad - 500 044.
	Sanjog Saraf	B13/302, Airport Enclave Corp
(2)		HSG Society Ltd., Birati Jessore
		Road, Kolkata - 700 051.
	Bharati Saraf	B13/302, Airport Enclave Corp HSG	5
(3)		Society Ltd., Birati Jessore Road,
		Kolkata - 700 051.
	Sanjog Saraf	B13/302, Airport Enclave Corp HSG
(4)		Society Ltd., Birati Jessore Road,
		Kolkata - 700 051.
	Rajendra Kumar	C/o. S K Saraf, 5th Floor, Room No.
(5)	Bhowmick	507, 58D, Nethaji Subhas Road,
		Kolkata - 700001
	Bharati Saraf	B13/302, Airport Enclave Corp HSG
(6)		Society Ltd., Birati Jessore Road,
		Kolkata - 700 051.
		Total	967

Number of Equity Percentage of the Number of votes Percentage Shareholders against resolution	Equity the Shareholders against the resolution	cast	of Number of votes cast against the Resolution
	4.51%	967	Negligible

(E) Invalid / Abstain Votes:

(in person or by authorised	Total number of Trade/ Sundry Creditors representative) whose votes were declared	Total Amount due to Trade/ Sundry Creditors
invalid

	-K

$[761]$

1. Hence from the above result of the Hon'ble Tribunal convened meeting of the Equity Shareholders of the Applicant Company, I report to this Hon'ble Tribunal that the resolution proposed for approval of the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors was approved with requisite majority by the Equity Shareholders of the Applicant Company without any modifications.
1. I am enclosing herewith the Scrutinizer's Report and a copy of the Scheme of Amalgamation betweenCCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors as approved by the Equity Shareholders.

Sworn and signed before me on 16^th day of April, 2021, at Hyderabad

J. BASAVA RAJU CHAIR PERSON APPOINTED FOR THE MEETING

ATTES . BHA Ś. ADVOCATE & NOTARY Behind Police Station Hyderabad - 82, Telangana, India
Phone: 9392535629

$[762]$ Annexwe-1

Practicing Company Secretary, Insolvency Professional & Registered Valuer

SCRUTINIZER'S REPORT

To Mr. J. Basavaraju, The Chairperson Appointed by the Hon'ble National Company Law Tribunal, Amaravati Bench at Hyderabad, for the meeting of the Equity Shareholders of CCL PRODUCTS (INDIA) LIMITED

Dear Sir,

Sub: Report on E- Voting conducted for the Tribunal Convened Meeting of Equity Shareholders of CCL Products (India) Limited on 10th day of April, 2021 held through Video Conferencing / Other Audio Visual means.

I, Narala Varalakshmi, Practicing Company Secretary, appointed as the Scrutinizer by the Hon'ble National Company Law Tribunal, Amaravati Bench at Hyderabad vide its order dated 26th Day of February, 2023, in C.A. (CAA) NO.1/230/AMR/2021 for the purpose of scrutinizing e-voting of the Meeting of the Equity Shareholders of CCL Products (India) Limited on 10th day of April, 2021 at 11:00 A.M. through Video Conferencing/ Other Audio Visual means, on the resolution seeking approval of Equity Shareholders of the Company for the proposed Scheme of Amalgamation between CCL Beverages Private Limited (the Transferor Company⁾ and CCL Products (India) Limited ('the Transferee Company') and their respective shareholders and Creditors in terms of the notice dated 06^th day of March, 2021 convening the meeting (the "Resolution").

I hereby submit my report as under:

H.No. 1-8-588/29/A, Acchai Nagar

Adj to RTC Kalyanamandapam, Baglingampally, Hyderabad - 500 044

1) CUT-OFF DATE

Notices were issued to Equity Shareholders whose names appeared in the Register of Members / Register of Beneficial Owners maintained by the Depositories as on 05th March, 2021 and voting rights were reckoned as on Saturday, 3rd April, 2021, being the cut-off date for the purpose of deciding the entitlements of Equity Shareholders to cast their vote through e-voting.

Page 1 of 4

หาv Secretarv S No: 6999

COP No: 20197

$\left\lceil 763\right\rceil$

Varalakshmi Narala

Practicing Company Secretary, Insolvency Professional & Registered Valuer

2) E-VOTING:

2.1 Agency:

The Company appointed Central Depository Services (India) Limited ("CDSL") as the authorized e-Voting agency for providing the e-voting platform, i.e, remote e-voting as well as e-voting at the Meeting.

2.2 Attendance & Voting

A combined total of 133 Equity Shareholders voted on the resolution by way of remote e voting as well as e voting at the Meeting. Out of the said 133 Equity Shareholders, 103 Equity Shareholders voted through remote e voting and 30 Equity Shareholders voted at the Meeting through e voting. Further, 40 Equity Shareholders attended and participated in the Meeting through Video Conference / Other andio visual means. The said 133 Equity Shareholders held a total of 9,13,49,474 equity shares of Rs.2 /-each as on 03rd April, 2021, being the Cut Off Date.

2.3 Remote E-voting and E-voting at the Meeting:

The Company provided remote e-voting facility to its Equity Shareholders to vote on the Resolution, which commenced at 9.00 A.M. on Wednesday, 7th April, 2021 and closed at 5.00 P.M. on Friday, 9th April, 2021. Further the e-voting facility was also made available to the Equity Shareholders who did not cast their vote through remote e-voting.
Equity Shareholders, who were present in the Meeting through VC/OAVM facility and did not cast their vote on the Resolution through remote e-Voting and otherwise not barred from doing so, voted through e-voting system available during the Meeting

2.4 Counting Process:

H.No. 1-8-588/29/A, Acchai Nagar

Adj to RTC Kalyanamandapam, Baglingampally, Hyderabad - 500 044

On completion of voting at the meeting, CDSL provided us the i) list containing particulars. Of Equity Shareholders who voted through remote e-voting and ii) list containing particulars of Equity Shareholders present in the Meeting and voted thereat through e-voting. The said data was downloaded by me in the presence of two witness, Mr. Vikas Sirohiya, a PCS and Mr. K. Bharath Kumar, both residents of Hyderabad.

K. Bharath Kumar $2.$ 1. Vikas Sirohiya

Page 2 of 4

AKSHMI алу Secretary No: 6999 OP No: 20197

$[764]$

Varalakshmi Narala

Practicing Company Secretary, Insolvency Professional & Registered Valuer

Votes were reconciled by me with the records maintained by the Company. $\ddot{\bullet}$

2.5 E - Voting Result:

Total number of Equity Shareholders who voted either by way of remote e voting or e voting during the Meeting	133

Total number of shares held by the Equity Shareholders who voted	9.13.49.474
either by way of remote e voting or e voting during the Meeting
Total number of Equity Shareholders present in person or by way of	-30
proxy who cast their vote at the meeting through E-Voting
Total number of votes cast by them through E- Voting at the Meeting	1,64,22,396

a) Voted in favour of the Resolution:

Remote e-voting

Number of Equity Shareholders voted	Percentage Total Number of Equity Shareholders voted	of Number of votes Percentage cast	ΩË− Total Number of votes cast
97	72.93	7,49,26,111	82.02

E-voting at the Meeting

Number of Equity Percentage of total Number of votes Percentage			of ₁
Shareholders	Number of Equity	cast	Number of votes
present and voting Shareholders			cast
(in person or by	voted
way of proxy)
30	22.56	1,64,22,396	17.98%

Total Votes in favour : 9,13,48,507 (100% approx)

Page 3 of 4

H.No. 1-8-588/29/A, Acchai Nagar. Adj to RTC Kalyanamandapam, Baglingampally, Hyderabad - 500 044

$\ddot{\phantom{a}}$

AKSHMI rogany Secretary FCS No: 6999 COP No: 20197

$[765]$

Varalakshmi Narala

Practicing Company Secretary, Insolvency Professional & Registered Valuer

b) Voted against the Resolution

Number of Equity	Percentage of total Number of votes		of Percentage
Shareholders	Number of Equity	cast	Number of votes
	Shareholders		cast
	voted
	4.51	967	Negligible

c) Invalid / Abstain Votes:

Total number of Equity Shareholders whose votes were declared invalid	Total Number of votes held

2.6 Based on the foregoing, the Resolution as proposed in the Notice of the Tribunal Convened Meeting stands duly approved with requisite majority on the date of the Meeting of Equity Shareholders of the Company i.e., 10th day of April, 2021, thus satisfying the requirement of majority of Equity Shareholders exercising voting rights representing three-fourths in value held by them and voted in favor through e-voting.
2.7 Lists of Equity Shareholders who voted "FOR", "AGAINST" and those whose votes were declared invalid for the resolution are enclosed as Annexure IA and IB.
2.8 The electronic data files pertaining to e-voting are being handed over to the Company for safekeeping.

Thanking You, Yours faithfully RALAKSHMI Company Secretary EES No: 6999 N. Varalakstoop No: 20197 Practicing Company Secretary, CP No: 20197; M No: F6999 Hon'ble NCLT appointed Scrutinizer for the Meeting of the meeting of the Equity Shareholders of CCL PRODUCTS (INDIA) LIMITED UDIN: F006999C000053342

Date: 11-04-2021 Place: Hyderabad

H.No. 1-8-588/29/A, Acchai Nagar

Adj to RTC Kalyanamandapam, Baglingampally, Hyderabad - 500 044

Page 4 of 4

$[766]$

Annexure | A

LIST OF EQUITY SHAREHOLDERS WHO VOTED IN FAVOUR / AGAINST

Sl. No.

$\mathbf{1}$

			○LIST OF EQUITY SHAREHOLDERS WHO VOTED "FOR" (IN FAVOUR)
--	--	--	----------------------------------------------------------

Name of Equity Shareholder	Address	No. of Shares / Votes
	3-135, RAVIPADU, GUNTUR
	ANDHRA PRADESH -
1 VENKATAPAIAH POSANI.	522015	5000
	H NO. 1-9-1088/69-71 FLAT
	NO.203, YASHASREE APTS
	VIDYANAGAR
2 MARNENI RAGHU VEER RAO	HYDERABAD 500044	1.
	5-9-297/23 LIC STAFF QTRS
	256 GUNFOUNDARY
	NAMPALLY HYDERABAD
3 RAMANA RAO TUMULURI	500001	10
	5-9-297/23, LIC QTRS.
	GUNFOUNDARY
4 JAYA BHARATHI TUMULURI	HYDERABAD 500001	10 ^°
	21-3-511/4 CHELAPURA
5 TARA DEVI JHAWAR	HYDERABAD 500002	$10 -$
	21-3-511/4 MOOSA BAWALI
6 SONU JHAWAR	HYDERABAD 500002	1
	HNO:21-3-511/4 MOOSA
	BAWALI HYDERABAD
7 SRIKANTH JHAWAR	500002	105.
	NO 21-3-511/4 MOOSA
	BOWLI CHARMINAR
8 KAMAL KISHORE JHAWAR	HYDERABAD 500002	10
	26-122/49/1, PLOT NO. 12 SHARADA NAGAR
	SAFILGUDA HYDERABAD
9 RAMESH SHANKER GOLLA	500047	50
	D NO 21-3-511/4 MOOSA
	BOWLI CHARMINAR
10 KAMAL KISHORE JHAWAR	HYDERABAD 500002	10
	H NO 8-2-269/4A ROAD NO
	2 BANJARA HILLS
11 SRISHANT CHALLA	HYDERABAD 500034	14088388
	PMC 0024 NOCL REFINERY
	PROJECT SITE
	KAYALPATTU POOCHIMEDU
12 PRAMOD KUMAR SINGH	CUDDALORE 608801	15
	A 9 GAMATHIAGAM FIRST
	STREET MUNICIPAL
	COLONY OPP TO
	SARAVANA STORE
	MAHARAJNAGAR
13 SABARI MUTHUMATHI G	TIRUNELVELI 627011	50
	28 5 3 14TH ROAD SANTHI
	NAGAR ELURU WEST	100
14 M BHASKAR REDDY	GODAVARI 534007

N. VARALAKSHMI Company Secretary
FCS No: 6999
COP No: 20197

[767]

	$4 - 101212$ , COMMITA
	BAZAR, HYDERABAD
15 SURESH CHAND JAIN	500027	99
	STREET NO.15, H.NO.3-7-42
	AG COLONY, NALANDA
	NAGAR ATTAPUR
16 PRAFUL CHAVDA	HYDERABAD 500048	895
	21-3-511/4 MOOSA BOWLI
	CHARMINAR HYDERABAD
17 KAMAL KISHORE JHAWAR	500002	10
	20-2-12 OLD
	KABUTARKHANA
18 LAXMI NIVAS JAJU	HYDERABAD 500064	15700
	B 13/302 AIRPORT
	ENCLAVE CO OPERATIVE
	HOUSING SOCIETY L TD,
	JESSORE RD,
	BIRATI, BANKRA KOLKATA
	700051	10
19 SANTOSH KUMAR SARAF HUF	B 13/302, AIRPORT
	ENCLAVE CO-OPERATIVE
	SOCIETY JESSORE ROA,

	BANKRA KOLKATA	8
20 BHARATI SARAF	700051
	C/O, B-13/302, AIRPORT
	ENCLAVE CORP HSG
	SOCIETY LTD, BIRATI
	JESSORE ROAD KOLKATA 700051	8
21 SANTOSH KUMAR SARAF
	H NO 610
	NARAYANASWAMY CAMP
	SANAPURA HOSPET	1
22 BABU RAYAVARAPU NARESH	583132
	House No. 737, Sector 33,
	Urba Near Police Colony	100
23 RAVNEET SINGH	LUDHIANA 141010 21 3 511/4 MOOSABAWALI
		40
24 KAMAL KISHORE JHAWAR	HYDERABAD 500002
	C/O STANDARD CHARTERED BANK
	SECURITIES SERVICES
	3RD FLOOR 23-25,
	MAHATMA GANDHI ROAD
LIC MF LARGE and MID CAP	FOR MUMBAI 400001	270190
25 FUND EMERGING MARKETS CORE	CITIBANK N.A. CUSTODY
	SERVICES FIFC-11TH FLR,
EQUITY PORTFOLIO (THE PORTFOLIO) OF DFA	G BLOCK PLOT C-54 AND C-
	55, BKC BANDRA - EAST,
INVESTMENT DIMENSIONS	MUMBAI 400098	546154
26 GROUP INC. (DFAIDG)	CITIBANK N.A. CUSTODY
	SERVICES FIFC-11TH FLR,
	G BLOCK PLOT C-54 AND C-
	55, BKC BANDRA - EAST,
UTAH STATE RETIREMENT	MUMBAI 400098	2288
27 SYSTEMS

N. VARALAKSHIM Company Secretary FCS No: 6999 COP No: 20197

55, BKC BANDRA - EAST,

CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST,

MUMBAI 400098

ICICI PRUDENTIAL BHARAT 38 CONSUMPTION FUND-SERIES 3 MUMBAI 400098

35 EMERGING MARKETS FUND NORTHERN TRUST COLLECTIVE SERVICES FIFC- 11TH FLR. EMERGING MARKETS SMALL CAP INDEX FUND- NON 36 LENDING CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR. TKP INVESTMENTS BV - AEGON G BLOCK PLOT C-54 AND C-

CUSTODY B.V. RE MM EQUITY

37 SMALL CAP FUND

JOHN HANCOCK FUNDS II

DALTON INDIA (MASTER) FUND 34 LP

33 GLOBAL

$\ddot{\cdot}$

GOVERNMENT PENSION FUND

ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE SMALL 32 CAP FUND

ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C G BLOCK PLOT C-54 AND C-ADITYA BIRLA SUN LIFE 31 DIVIDEND YIELD FUND

MARKETS SMALL CAP EQUITY 30 FUND L.P.

MONDRIAN EMERGING

NORTHERN TRUST COMMON ALL COUNTRY WORLD EX-US INVESTABLE MARKET INDEX 29 FUND-NON LENDING

CITY OF LOS ANGELES FIRE 28 AND POLICE PENSION PLAN

SERVICES FIFC- 11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST. MUMBAI 400098 CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098 CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST. MUMBAI 400098 CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR, 55, BKC BANDRA - EAST, MUMBAI 400098 CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098 CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098 CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR, G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098 CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR. G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST,
MUMBAI 400098 CITIBANK N.A. CUSTODY G BLOCK PLOT C-54 AND C-55, BKC BANDRA - EAST, MUMBAI 400098

218991 3414 75794

12156

2191

627987

78532

1236055

2775080

792131

48437

CITIBANK N.A. CUSTODY

	N. VARALAKSHIM Company Secretary $r = N \cdot 6999$

49 ALASKA PERMANENT FUND	400001	12875
	NO. 1142, FORT MUMBAI
	SOMANI MARG POST BOX
	HOUSE, HAZARIMAL
	DEUTSCHE BANK AG DB
FRANKLIN INDIA SMALLER 48 COMPANIES FUND	GOREGAON EAST, MUMBAI 400063	5562185
	COMPLEX, W E HIGHWAY
	SERVICES NESCO
	HSBC SECURITIES
47 NEW MEXICO
RETIREMENT ASSOCIATION OF	GOREGAON EAST, MUMBAI 400063	2011
PUBLIC EMPLOYEES	COMPLEX, W E HIGHWAY

	SERVICES NESCO
16 FUND	HSBC SECURITIES
ICICI PRUDENTIAL SMALLCAP	400063	976836
	GOREGAON EAST, MUMBAI
	SERVICES NESCO COMPLEX, W E HIGHWAY
	HSBC SECURITIES
15 DSP VALUE FUND	MUMBAI 400098
	55, BKC BANDRA - EAST.	54533

	G BLOCK PLOT C-54 AND C-
	SERVICES FIFC-11TH FLR.
14 UCITS ETF	CITIBANK N.A. CUSTODY
	MUMBAI 400098	64651
ISHARES CORE MSCI EM IMI	55, BKC BANDRA - EAST,
	G BLOCK PLOT C-54 AND C-
	CITIBANK N.A. CUSTODY SERVICES FIFC-11TH FLR,
3 UCITS ETF
	MUMBAI 400098	18459
ISHARES MSCI EM SMALL CAP	55, BKC BANDRA - EAST.
	G BLOCK PLOT C-54 AND C-
	SERVICES FIFC-11TH FLR,
2 COMPANY	CITIBANK N.A. CUSTODY
ISHARES INDIA SC MAURITIUS	MUMBAI 400098	131492
	55, BKC BANDRA - EAST,
	G BLOCK PLOT C-54 AND C-
	SERVICES FIFC-11TH FLR.
1 FUND	CITIBANK N.A. CUSTODY
	MUMBAI 400098	184720
WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND 55, BKC BANDRA - EAST,	G BLOCK PLOT C-54 AND C-
	SERVICES FIFC-11TH FLR,
	CITIBANK N.A. CUSTODY
0 INVESTMENT PORTFOLIO, INC.	MUMBAI 400098	71401
WISDOMTREE INDIA	55, BKC BANDRA - EAST,
	G BLOCK PLOT C-54 AND C-
	SERVICES FIFC-11TH FLR,
	CITIBANK N.A. CUSTODY
95	MUMBAI 400098	85767
CONSUMPTION FUND - SERIES	55, BKC BANDRA - EAST,
ICICI PRUDENTIAL BHARAT	G BLOCK PLOT C-54 AND C-
	SERVICES FIFC-11TH FLR.
	CITIBANK N.A. CUSTODY

[770]

[771]

	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL SOMANI MARG, P.O.BOX
ICICI PRUDENTIAL DIVIDEND	NO. 1142, FORT MUMBAI
61 YIELD EQUITY FUND	400001	173445
	DEUTSCHE BANK AG, DB $\sim$ 4
	HOUSE HAZARIMAL SOMANI MARG, P.O.BOX
	NO. 1142, FORT MUMBAI
62 ICICI PRUDENTIAL FMCG FUND	400001	571081
	DEUTSCHE BANK AG, DB
	HOUSE HAZARIMAL
KAPITALFORENINGEN INVESTIN SOMANI MARG, P.O.BOX
PRO, DALTON AKTIER ASIEN EX NO. 1142, FORT MUMBAI
63 JAPAN	400001 DEUTSCHE BANK AG, DB	966743
	HOUSE HAZARIMAL
	SOMANI MARG, P.O.BOX
HDFC LIFE INSURANCE	NO. 1142, FORT MUMBAI
64 COMPANY LIMITED	400001	1016581
	DEUTSCHE BANK AG, DB
	HOUSE HAZARIMAL
	SOMANI MARG, P.O.BOX
65 IA ALL CAP FUND	NO. 1142, FORT MUMBAI 400001	45069
	DEUTSCHE BANK AG, DB
	HOUSE HAZARIMAL
	SOMANI MARG, P.O.BOX
IA OPPORTUNITIES FUND -	NO. 1142, FORT MUMBAI
66 SERIES 1	400001	9800
	DEUTSCHE BANK AG, DB
	HOUSE HAZARIMAL SOMANI MARG, P.O.BOX
IA OPPORTUNITIES FUND -	NO. 1142, FORT MUMBAI
67 SERIES 4	400001	1982
	DEUTSCHE BANK AG, DB
	HOUSE HAZARIMAL
	SOMANI MARG, P.O.BOX
IA OPPORTUNITIES FUND -	NO. 1142, FORT MUMBAI 400001	1168
68 SERIES 8	DEUTSCHE BANK AG, DB
	HOUSE HAZARIMAL
	SOMANI MARG, P.O.BOX
	NO. 1142, FORT MUMBAI
69 BOI AXA SMALL CAP FUND	400001 DEUTSCHE BANK AG, DB	72820
	HOUSE, HAZARIMAL
AMERICAN CENTURY ETF	SOMANI MARG, P.O.BOX
TRUST-AVANTIS EMERGING	NO. 1142, FORT MUMBAI
70 MARKETS EQUITY ETF	400001	7908
	DEUTSCHE BANK AG, DB
	HOUSE, HAZARIMAL
AMERICAN CENTURY ETF TRUST - AVANTIS EMERGING	SOMANI MARG, P.O.BOX NO. 1142, FORT MUMBAI
71 MARKETS EQUITY FUND	400001	1635

	N. VARALAKSHIM
	Company Secretary

[772]

	DEUTSCHE BANK AG, DB HOUSE HAZARIMAL
NIPPON LIFE INDIA TRUSTEE	SOMANI MARG, P.O.BOX
LTD-A/C NIPPON INDIA NIFTY	NO. 1142, FORT MUMBAI
	400001	19423
72 SMALL CAP 250 INDEX FUND	KUTTIKATTIL HOUSE
	THRIKALATHOOR PO

	ERNAKULAM DIST KERALA 683557	50.
73 SIVASANKARAN K	H.NO.23/3/511/4
	CHELAPURA HYDERABAD
74 TARA DEVI	.500002	10
	21/3/511/4, MOOSA BAWALI,
	CHELAPURA HYDERABAD
75 KAMAL KISHORE JHAWAR	500002	$\mathbf{1}$
	HNO 21/3/511/4
	MOOSABOWLI
	BAHADURPURA
76 RADHIKA JHAWAR Y	HYDERABAD 500002	$\overline{2}$
	D NO 8-50 DUGGIRALA
77 PAINENÍ LAKSHMI	522330	23736

	FLAT 1401 SAI RAGHAVA
	TOWERS KUKATPALLY K
78 ANNAM SRINIVASA MURTHY	V RANGAREDDY 500085	1000
	7/1/24/2/D GREENDALE
	AMEERPET HYDERABAD
79 NARINA SIREESHA	500016	4000
	21 3 511/4 MOOSA BOWLI
	HYDERABAD ANDHRA	10
80 KAMAL KISHORE JHAWAR	PRADESH 500002
	26-122/49/1 SHARADA
	NAGAR SAFILGUDA	20
81 RAMESH SHANKER GOLLA	HYDERABAD 500047
	PLOT NO 650 PRAGATI
	NAGAR OPP JNTU KUKATPALLY
82 B V NARENDRA PRASAD	HYDERABAD AP 500072	3000
	D NO 5 28/1 NEAR JANDA
	CHETTU DUGGIRALA
	(POST) GUNTUR DIST AP
83 THAMMINENI SUDHAKAR NAIDU 522330		50000
	CCL
	PRODUCTS(INDIA)LTD
	DUGGIRALA(POST
	VILLAGE) GUNTUR(D.T)
84 GARAKAPATI RANGANAYAKULU AP 522330		61000
	NEW NO 2 OLD NO 107C
	29TH A CROSS
	JAYANAGAR 7TH BLOCK
85 KAMBHAMPATI BALAJI	BANGALORE 560082	751249

[773]

	SERVICES, 3RD FLOOR 23-
	25, MAHATMA GANDHI
	ROAD FORT, MUMBAI
86 HSBC SMALL CAP EQUITY FUND 400001		300000
	STANDARD CHARTERED
	BANK Securities Services,
	3rd Floor 23-25, MAHATMA
VALUEQUEST INDIA MOAT	GANDHI ROAD FORT,
87 FUND LIMITED	MUMBAI 400001	1195247
	STANDARD CHARTERED
	BANK SECURITIES
	SERVICES, 3RD FLOOR 23-
	25, MAHATMA GANDHI
	ROAD FORT, MUMBAI
88 TATA INDIA CONSUMER FUND	400001	727500
	STANDARD CHARTERED
	BANK SECURITIES
	SERVICES, 3RD FLOOR 23-
BURGUNDY EMERGING	25 M.G. ROAD FORT,	3538
89 MARKETS SMALL CAP FUND	MUMBAI 400001
	OPP DUKEJ SODA
	FACTORY, W T PATIL MARG, CHEMBUR
	MUMBAI 400071	500
90 RAMESH RAMCHAND SADANI	STUDIO SYCAMORE APT
	PLOT NO 8/2/465 FLAT NO
	108 ROAD NO 4 BANJARA
	HILLS HYDERABAD
91 SRINIVASA RAO PATURI	500034	39995
	71 18TH MAIN ROAD
	BANASHANKARI 1ST
	STAGE 2ND BLOCK
92 SUBRAMANYA RAVINDRA	BANGALORE 560050	$\mathfrak{S}$
	10-2-9and249 FLAT NO 404A
	NASR APARTMENTS A C
	GUARDS HYDERABAD
93 RAMA RAO VADLAMUDI	500004	15987
	FLAT NO 102 PLOT NO 554
	SAI SADAN KPHB COLONY KUKATPALLY
	HYDERABAD 500072	10000
94 SOMPALLI KOTESWARA RAO
	3-57 KAPU GALLU KODADA
	NALGONDA ANDHRA
95 T VENKATA APPA RAO	PRADESH 508206	13950
	102 SAI SADAN
	APARTMENTS 6 TH PHASE
	KPHB HYDERABAD
96 SOMPALLI PUSHPAVATHI	500072	10000
	H NO 6-3-563/A/7/5
	ERRAMANZIL COLONY
KANDAPPANTHODI KANAKA	HYDERABAD HYDERABAD
97 KUMAR.	500082	12870

[774]

	H NO 11-5-256 STREET NO
	19 MOOSAPET
98 DAMODAR NAIDU PYALIPI	HYDERABAD 500084	10000
	PLOT NO 17 FLAT NO G1
	SKY ARCADE CHINNA
	THOKATTA NEAR GVR
	GARDENS MALANI
	COLONY NEW
	BOWENPALLY
99 VIKAS SIROHIYA	HYDERABAD 500009	500
	A-BLOCK NASR APTS AC
	GUARDS KHAIRATABAD
100 VENKATA RAMA RAO RAAVI	HYDERABAD 500004	4020
	H NO 8-2-293/82/A/1182
	ROAD NO 45 JUBILEE
	HILLS HYDERABAD
101 MOHAN KRISHNA B	500033	1000000
	H NO 8-2-269/4A ROAD NO
	2 BANJARA HILLS
102 AJITHA CHALLA	HYDERABAD 500034	1009390
	H NO 1-3-183/39/4
	TALLABASTHI
KANAKA VENKATA	KAWADIGUDA	100000
103 APPALARAJU DARLA	HYDERABAD 500080
	H NO.9-54 11TH WARD
	LAKSHMIDEVIPALLI
	KOTHAGUDEM COLLS	10000
104 RAVISHANKAR GOGINENI	KHAMMAM 507101 H NO 1496 WARD NO 10
	CHANDIGARH ROAD
	SECTOR 32A LUDHIANA NR
	GURUDWARA SAHIB
	LUDHIANA 141010	200
105 AVNEET SINGH KOHLI	8-2-269/4A ROAD NO 2
	NEAR R B S BANK
	BANJARA HILLS
	KHAIRATABAD
106 SOUMYA CHALLA	HYDERABAD 500034	13447616
	CONTINENTAL COFFEE
	LTD 7-1-24/2/D GREENDALE
	AMEERPET HYDERABAD	13364249
107 RAJENDRA PRASAD CHALLA	500016
	CCL PRODUCTS INDIA LIMITED 7-1-24/2/D
	GRENDALE AMEERPET
108 CHALLA SHANTHA PRASAD	HYDERABAD 500016	18539699
	H NO 3-6-494/201
	HIMAYATNAGAR GM RD
109 SOUJANYA KONDAMUDI	HYDERABAD 500029	10000
	H NO 5-28/2 DUGGIRALA
	GUNTUR GUNTUR
110 PADMA PAINENI	522330	141500
	H NO 5-28/2 DUGGIRALA
	GUNTUR GUNTUR
111 RANGAPPA P C	522330	5270

[775]

[776]

$[777]$

ANNEXURE 1B

$\bar{\mathbf{R}}$

$\bar{\mathbf{H}}$

$\mathbb{S}\mathsf{L}$

LIST OF EQUITY SHAREHOLDERS WHO VOTED "AGAINST"

No.	Name of Equity Shareholder	Address	No. of Shares / votes
		112, GOLF COURSE SCHEME
		OPP.COMMUNITY CENTRE
		NEAR AIR FORCE STN
1	AJAY GURTA	JODHPUR 342001	950.000
		B13/302, AIRPORT ENCLAVE
		CO-OPERATIVE JESSORE
		ROAD, BIRATI KOLKATA
$2 -$	SANJOG SARAF	700051	7.000
		B/13/302, AIRPORT ENCLAVE CO-O HOUSING SOCIETY
		LTD JESSORE RO BIRATI
		BANKRA NORTH 24
3	BHARATI SARAF	PARGANAS 700051	5.000

		B 13/302, AIRPORT ENCLAVE
		CO OPERATIVE HOUSING SOCIETY LTD JESSORE
		ROAD, BIRATI, BANKRA
s	SANJOG SARAF	KOLKATA 700051	2.000
		C/O.S.K.SARAF, 5TH FLOOR.
		ROOM NO.507 58D, NETAJI
		SUBHAS ROAD, KOLKATA	1.000
5.	RANENDRA KUMAR BHOWMICK 700001
		B13/302, AIRPORT ENCLAVE CO OPERATIVE HOUSING
		SOCIETY LTD, JESSORE
		ROAD, BANKRA BIRATI
6	BHARATI SARAF	KOLKATA 700051	2.000
	TOTAL		967

LIST OF TRADE/ SUNDRY CREDITORS WHOSE VOTES WERE DECLARED

INVALID

NIL

N-VARALAKSHMI Company Secretary

FCS No: 6999

[778] $_{\text{Annew}}$ ¹

SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT BETWEEN CCL BEVERAGES PRIVATE LIMITED

(TRANSFEROR COMPANY)

AND

CCL PRODUCTS (INDIA) LIMITED

(TRANSFEREE COMPANY) AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PREAMBLE OF THE SCHEME $(A)$

The Scheme (as defined hereinafter) also provides for various other matters consequential to, or otherwise integrally connected with the above, as more specifically stated hereinafter.

DESCRIPTION OF COMPANIES $(B)$

CCL BEVERAGES PRIVATE LIMITED is a Company incorporated under the provisions of Companies 1. Act, 2013, on 14.10.2019 (Fourteenth Day of October, Two Thousand and Nineteen) in the State of Andhra Pradesh, vide Corporate Identification Number U15549AP2019PTC113114, issued by the Registrar of Companies, Andhra Pradesh. The PAN of the Company is AAICC4206D. (Hereinafter referred to as the "Transferor Company").

The Registered Office of the Transferor Company is situated at Door No/SY No.269/1, Kuvvakolli Village, Varadaiahpalem Mandal, Chittoor AP 517645 IN.

The present main objects of the Transferor Company are as follows:

To carry on the business, either solely or in collaboration with other persons or entities, whether a) of Indian or foreign origin, to manufacture, buy, sell, retail, wholesale, trade, market, import, export, process, manipulate, prepare, preserve, carry on, refine, bottle and to deal in all types of coffee, tea, chicory, cocoa, milk, condensed milk, milk products, sugar, sugar substitutes and other similar products, manufactured or raw state, whether in India or elsewhere either in wholesale and/ or in retail or otherwise.
To manufacture, sell and deal, in any manner whatsoever, with plant and Machinery, Equipment, b) Know-how for manufacture of coffee, tea, cocoa, milk, milk products, sugar, sugar substitutes and other similar products.
To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to $C)$

$\overline{1}$

[779]

To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to $, d)$ sell, distribute, deal in, market, trade, package, bottle, export or otherwise dispose off at or from any part of India and elsewhere globally all sorts of wines, alcoholic liquors and liqueurs, beverages (alcoholic, non- alcoholic, aerated or non- aerated), food or health beverages, fruit and vegetable pulps and beverages, drinks and all raw materials, ingredients, accompaniments, packaging, bottles, dispensing accessories and also including all versions, alternatives, substitutes thereof and to refer and to undertake, execute, or otherwise perform the agency business, representative business, bottling, distilling, transport, delivery, stocking, storing, distribution of any or all aforesaid.

The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31.03.2020 is as follows:

Share Capital	Amount in Rs.
Authorized Capital 1,00,000 (One Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each.	10.00.000
Total	10,00,000
Issued, Subscribed and Paid Up Capital 10,000 (Ten Thousand) fully paid up Equity Shares of Rs.10/- (Rupees Ten only) each.	1.00.000
Total	1,00,000

Subsequent to 31st March, 2020, there is no change in the authorised, issued, subscribed and paid up share capital of the Transferor Company.

	SI. No. Name of shareholder	Total No. of shares held	% of Shareholding
1.	CCL Products (India) Limited (Transferee Company)	9.999	99.99
2.	Mr. Challa Srishant - Nominee of CCL Products (India) Limited		0.01
	Total	10.000	100.00

$\overline{2}$

$\left[780\right]$

CCL PRODUCTS (INDIA) LIMITED was originally incorporated under the name and style "Sahayak Finance & Investment Corporation Limited" under the provisions of Companies Act, 1956, on 22.03.1961 (Twenty Second Day of March, One Thousand Nine Hundred and Sixty One) in the state of Andhra Pradesh, vide Certificate of Incorporation No. 874 of 1960-61, issued by the Registrar of Companies, Andhra Pradesh. Subsequently, the name of the Company was changed from "Sahayak Finance & Investment Corporation Limited" to "Continental Coffee Limited" by following due procedure laid down under the applicable provisions of Companies Act, 1956 and a fresh certificate of Incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh on 22.02.1994 (Twenty Second Day of February, One Thousand Nine Hundred and Ninety Four). Subsequently, the name of the Company was changed from "Continental Coffee Limited" to its present name, i.e., "CCL Products (India) Limited" by following due procedure laid down under the applicable provisions of Companies Act, 1956 and a fresh certificate of incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh, on 21.11.2002 (Twenty First Day of November Two Thousand and Two). The present Corporate Identification Number (CIN) of the Company is L15110AP1961PLC000874. The PAN of the Company is AAACC9552G. (Hereinafter referred to as the "Transferee Company").

$\overline{2}$ .

The registered office of the Transferee Company is situated at Duggirala, Guntur, AP 522330 IN.

To carry on the business solely or in collaboration with others, Indian or foreign, in manufacture $a)$ of Coffee, Tea, Chicory, Cocoa, Milk Products, Condensed Milk, Cheese, Plain and all flavoured, Yoghurt, Shrikhand, Creamers including non-dairy creamer, sweetner, natural & artificial and the like, in all or any of their forms (including spray dried, freeze dried, agglomerate, granulated, blended and preparations thereof for consumption by human beings and also including all versions, alternatives, substitutes thereof and therefor in whatsoever manner, that is to say, either mechanically or otherwise, by employing electricity or any other power or energy, and sale thereof, either in whole sale and/or in retail or otherwise, whether in the country or abroad.
To carry on business in processing, manipulating, preparing, preserving, carrying, refining, b) bottling, buying, rendering marketable and dealing in Coffee, Tea, Chicory, Cocoa and the like in their prepared, manufactured or raw state and whether in whole sale and/or in retail.
To manufacture, sell and deal in any manner with Plant and Machinery, Equipment, Knowhow $\mathsf{c}$ for manufacture of coffee, tea, cocoa and milk products.
To acquire by purchase or otherwise, and to carry on the business of planters, cultivators, $d)$ growers and manufacturers or sellers and dealers in tea, coffee, cocoa and to manufacture, dispose of, buy and deal in the said products.
To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to $e)$ sell, distribute, deal in, market, trade, export or otherwise dispose of in, to, at or from any part of India and elsewhere globally all sorts of food and food stuffs, natural food, instant food, fast food, cooked food, packaged food, ready food, canned food, dehydrated foods, pulps and purees, sauces, preserved food, prepared food, noodles, snacks (whether or not plain, flavoured, spiced, curried, coloured) and edible food colours (natural, artificial, synthetic or chemical) and all raw materials, ingredients, condiments, accompaniments, curries, preparations, sauces, packaging, dispensing accessories and also including all versions, alternatives, substitutes thereof and therefor and to undertake, execute, or otherwise perform the agency business, representative business, transport, delivery, stocking, storing, distribution of any or all aforesaid.

$\overline{3}$

[781]

To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to sell, distribute, deal in, market, trade, package, bottle, export or otherwise dispose of, in, to, at cr from any part of India and elsewhere globally all sorts of wines, alcoholic liquors and liqueurs, beverages (alcoholic, non-alcoholic, aerated or non-aerated), food or health beverages, fruit and vegetable pulps and beverages, drinks and all raw materials, ingredients, accompaniments, packaging, bottles, dispensing accessories and also including all versions, alternatives, substitutes thereof and to refer and to undertake, execute, or otherwise perform the agency business, representative business, bottling, distilling, transport, delivery, stocking, storing, distribution of any or all aforesaid.

The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31.03.2020 is as follows:

. Share Capital	Amount in Rs.
Authorized Capital 15,00,00,000 (Fifteen Crore) Equity Shares of Rs.2/- (Rupees Two only) each.	30,00,00,000
Total	30,00,00,000
Issued, Subscribed and Paid Up Capital 13,30,27,920 (Thirteen Crore Thirty Lakh Twenty Seven Thousand Nine Hundred and Twenty) fully paid up Equity Shares of Rs.02/- (Rupees Two only) each.	26,60,55,840
Total	26,60,55,840

Subsequent to 31st March, 2020, there is no change in the authorised, issued, subscribed and paid up share capital of the Transferee Company.

l SI. No.	Category of shareholder	No. of Shareholders	Total No. of shares held	% of holding
11.	Promoter & Promoter Group		6,14,49,342	46.19
$^{\prime}$ 2.	Public	31.044	7, 15, 78, 578	53.81
	Total	31,050	13,30,27,920	100.00

OBJECTIVES OF THE SCHEME $(C)$

$\overline{\mathbf{A}}$

782

The arralgamation will enable appropriate consolidation of activities of Transferor Company $\mathbf{1}$ . and Transferee Company with pooling and more efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement in various operating parameters.
To achieve consolidation, greater integration and flexibility which will maximize overall 2. shareholder value and improve the competitive position of the combined entity.
To achieve greater efficiency in cash management and unfettered access to cash flows 3. generated by the combined entity which can be deployed more effectively to fund organic and inorganic growth opportunities.
Improved organizational capability and leadership, arising from the pooling of human capital who 4. have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.
Cost savings are expected to flow from more focused operational efforts, rationalization, 5. standardization and simplification of business process, elimination of duplication and rationalization of administrative expenses.
The amalgamation will result in reduction of multiplicity of entities, thereby reducing compliance 6. cost of multiple entities viz., statutory filings, regulatory compliances, labour law/ establishment related compliances.

SCOPE OF THE SCHEME $(D)$

Amalgamation of the Transferor Company with the Transferee Company. $\mathbf{1}$
Dissolution of the Transferor Company without Winding up. $2.$
The transfer of the Transferor Company will be on a going concern basis. 3.

This Scheme of Amalgamation has been drawn up to comply with the conditions as specified under section 2(1B) of Income Tax Act, 1961, such that:

All the properties of Transferor Company, immediately before the amalgamation, become the $(i)$ prope ties of Transferee Company by virtue of amalgamation.
All the liabilities of Transferor Company, immediately before the amalgamation, become the $(ii)$ liabilit es of Transferee Company by virtue of amalgamation.

PARTS OF THE SCHEME $(E)$

The scheme is divided into following parts:

deals with Definitions and Interpretations; Part I

$\mathbf{5}$

deals with the Amalgamation of CCL Beverages Private Limited (Transferor Company) with CCL Products (India) Limited (Transferee Company) and Dissolution of the\ Transferor Company.

Part III $-$

$-Part II -$

deals with General Terms and Conditions

PART I DEFINITIONS AND INTERPRETATIONS

DEFINITIONS $\ddot{\mathbf{1}}$

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meanings as mentioned herein below:

"2013 Act" or "the 2013 Act" means the Companies Act, 2013, and rules made thereunder and shall $1.1$ include any statutory modifications, re-enactment or amendments thereof for the time being in force.
"Amalgamation" means the merger or blending of the Transferor Company into the Transferee $1.2$ Company.
"Applicable Law(s)" means any statute, notifications, bye-laws, rules, regulations, guidelines, Circulars $1.3$ or common law, policy, code, directives, ordinance, schemes, notices, orders or instructions enacted or issued or sanctioned by any Appropriate Authority including any modification or re-enactment thereof for the time being in force.
"Appointed Date" means 01st day of April, 2020 or such other date as may be fixed or approved 1.4 by the Appropriate Authority. The Appointed Date shall be the effective date and the Scheme shall be deemed to be effective from the Appointed Date.
"Appropriate Authority" means any government, statutory, regulatory, departmental or public body
or authority of the Jurisdiction over Transferor Company and the Transferee Company, including $1.5$ Registrar of Companies and the National Company Law Tribunal.
"Board of Directors" or "Board" shall mean the Board of Directors of Transferee Company or $1.6$ Transferor Company, as the case may be or any committee thereof duly constituted or any other person duly authorized by the Board for the purpose of this Scheme.
"GST regulations" means applicable provisions of the Central Goods and Services Tax Act, 2017 $1.7$ and/or the Integrated Goods and Services Tax Act, 2017 and/or respective State Goods and Services Tax Act and/or the Union Territory Goods and Services Tax Act, 2017 along with the applicable rules made thereunder.
"IT Act" means the Income-tax Act, 1961. $1.8$
"NCLT/Tribunal" means the Hon'ble National Company Law Tribunal, Amaravathi Bench at Hyderabad. 1.9
"Official Liquidator" or "OL" means Official Liquidator, Hyderabad having jurisdiction over the States $1.10$ of Telangana and Andhra Pradesh.
"Regional Director" or "RD" means Regional Director, South East Region, at Hyderabad having $1.11$ jurisdiction over the States of Telangana and Andhra Pradesh.
1.12 "Registrar of Companies" or "ROC" means Registrar of Companies, at Vijayawada, having jurisdiction cver the State of Andhra Pradesh.

1784

1.13 "Scheme" or "this Scheme" or "Scheme of Amalgamation" means this Scheme of Amalgamation attached hereto in its present form as submitted to the NCLT, with such modification(s), if any, as may be approved or imposed or directed by the NCLT.
1.14 "Stock Exchanges" means BSE and NSE where the shares of the Transferee Company are listed & traded.
"Transferee Company" means CCL Products (India) Limited and shall have the same meaning as $1.15$ assigned to it in clause (B)2 above.
"Transferor Company" means CCL Beverages Private Limited and shall have the meaning assigned $1.16$ to it in clause (B)1 above.
"Undertaking of Transferor Company" shall mean and include the whole of assets, properties, 1.17 liabilities and the undertaking(s) and entire business(s) of Transferor Company, as may be applicable and specifically include the following (without limitation):
All the assets /capital work-in-progress/ properties, present or future, of the Transferor Company, $(i)$ whether movable or immovable, whether tangible or intangible including all rights, title, interest, covenant, including continuing rights, title and interest in connection with the land and the buildings, if any, whether, corporeal or incorporeal, leasehold or freehold, and includes all rights, titles, interest and covenant, undertakings, liability relating thereto, capital work in progress, plant & machinery, all current and non-current assets, other fixed assets, inventory and work in progress, all deposits, all receivables, cash and cash equivalents, all the loans and includes all rights, titles, interest and advances, advances for capital goods & services of Transferor Company as on the Appointed Date.
All the debts, borrowings and liabilities, present or future, whether secured or unsecured of the $(ii)$ Transferor Company as on the Appointed Date.
All statutory licenses, including all licenses relating to development, production, marketing, $(iii)$ manufacturing, selling coffee, approvals, permissions, no-objection certificates, permits, consents, patents, trademarks, tenancies, offices, depots, quotas, rights, entitlements, privileges, benefits of all contracts / agreements (including but not limited to contracts / agreements with vendors, customers, government etc.), all other rights (including but not limited to right to use and avail electricity connections, water connections, environmental clearances, telephone connections, facsimile connections, telexes, e-mail, internet, leased line connections and installations, lease rights, easements, powers and facilities), of the Transferor Company as on the Appointed Date.
All staff, workmen, and employees engaged in the Transferor Company as on the date of approval of $(iv)$ the Scheme by the Tribunal.
All legal proceedings of whatsoever nature by or against the Transferor Company pending as on the $(v)$ Appointed Date.
All records, files, papers, information, computer programs, manuals, data, catalogues, quotations, $(vi)$ sales advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information and other records, whether in physical form or electronic form of Transferor Company.

INTERPRETATIONS $2.$

Any references in the Scheme to the expressions "Upon approval of the Scheme by the Tribunal" $2.1$ The state of approval of the Scheme by the Tribunal" / "Date of approval of the Scheme by the Tribunal" shall mean the date on which the NCLT approves/sanctions the Scheme in accordance with the provisions of Sub-Section 3 of Section 232 of the 2013 Act, read with Rule 17 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The expressions which are used in this Scheme and not defined in this Scheme shall, unless repugnant $2.2$ or contrary to the context or meaning hereof, have the same meaning ascribed to them under the 2013 Act and / or other applicable laws, rules, regulations, bye-laws, as the case may be, including any statutory modification or re-enactment thereof, from time to time.

DATE OF TAKING EFFECT $2.3$

PART II

AMALGAMATION OF CCL BEVERAGES PRIVATE LIMITED (TRANSFEROR COMPANY) WITH CCL PRODUCTS (INDIA) LIMITED (TRANSFEREE COMPANY)

TRANSFER AND VESTING OF UNDERTAKING OF TRANSFEROR COMPANY 3.

Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all properties, $3.1$ assets, liabilities and undertaking(s) of the Transferor Company shall stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company under the provisions of Section 230 to 232 of the 2013 Act and all other applicable provisions, if any, of the 2013 Act and also in accordance with section 2(1B) of the Income-tax Act, 1961, without any further deed or act, subject to existing charges or lis pendens, if any thereon, in favour of banks/ financial institutions.
Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all immovable $3.2$ property (including land, buildings and any other immovable property), if any, of the Transferor Company, whether under constructions, freehold or leasehold, and any documents of title, rights, agreements to sell / agreements of sale and easements in relation thereto, shall stand vested in the Transferee Company, without any act or deed done by the Transferor Company or the Transferee Company, and without any approval or acknowledgement of any third party. With effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges and fulfill all obligations, in relation to or applicable to such immovable properties. The mutation/ substitution of the title to such immovable properties shall be made and duly recorded in the name of the Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the NCLT and in accordance with the terms hereof. The Transferor Company shall take all steps as may be necessary to ensure that lawful, peaceful and unencumbered possession, right, title, interest of its immovable property is given to the Transferee Company.
Without prejudice to the generality of the foregoing, with effect from the Appointed Date, it is expressly $3.3$ provided that in respect of such of the assets of the Transferor Company that are movable in nature and / or are otherwise capable of transfer by manual or constructive delivery and / or endorsement and delivery or novation, the same shall be deemed to have been so transferred by Transferor Company and shall become the property of the Transferee Company in pursuance of the provisions of section 230 to 232 of the 2013 Act, without any further act, instrument, deed, matter or thing.
In respect of movables other than those dealt with in Clause 3.3 above including sundry debts, $3.4$ receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, property development rights, investments, earnest money and deposits with any Government, quasi government, local or other authority or body or with any company or other person, the same shall on and from the Appointed Date stand transferred to and vested in the Transferee Company without any notice or other intimation to the debtors (although the Transferor Company may, without being obliged, and if it so deems appropriate, at its sole discretion, give notice

$\left[ 786\right]$

Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date all liabilities $3.5$ relating to and comprised in the undertaking of Transferor Company including all secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations and undertakings of the Transferor Company of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its business activities and operations, shall, stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company under the provisions of Sections 230 to 232 of the 2013 Act and other applicable provisions, if any, of the 2013 Act, without any further act, instrument, deed, matter or thina.
The transfer and vesting as aforesaid shall be subject to subsisting charges, if any, in respect of any $3.6$ assets of Transferor Company. PROVIDED always that the Scheme shall not operate to enlarge the security for any loan, deposit or facility availed by the Transferor Company and Transferee Company shall not be obliged to create any further or additional security in relation to subsisting charges, if any, thereof after the date of approval of this Scheme by the NCLT or otherwise.
All staff, workmen and employees of the Transferor Company shall become the staff, workmen and $3.7$ employees of the Transferee Company, without any further act or deed to be done by the Transferor Company or the Transferee Company.
Upon approval of the Scheme by the Tribunal, the Transferee Company shall, if so required under any $3.8$ law or otherwise, execute deeds of confirmation or other writings or arrangement with any party to any contract or arrangement to which the Transferor Company is a party in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Company to carry out or perform all such formalities or compliances referred to above on part of the Transferor Company.
Upon approval of this Scheme by the Tribunal, the Transferee Company shall be entitled to secure the $3.9⁺$ record of the change in the legal ownership upon the vesting of the assets of the Transferor Company in accordance with the provisions of Sections 230 to 232 of the 2013 Act. The Transferor Company and the Transferee Company shall be jointly and severally authorized to execute any writings and / or carry out any formalities or compliance in this regard.
All taxes, duties, cess payable by the Transferor Company including all or any refunds / credit / claims $3.10$ pertaining to the period prior to the Appointed Date shall be treated as the liability or refunds / credit / claims, as the case may be, of the Transferee Company.
All the licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and $3.11$ benefits (including tax benefits), subsidies, concessions, grants, rights, patents, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Transferor Company and all rights and benefits that have accrued or which may accrue to the Transferor Company, whether before or after the Appointed Date, shall, under the provisions of
Sections 230 to 232 of the 2013 Act and all other applicable provisions of the Act, if any, without any further act, instrument or deed, cost or charge be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Company so as to become as and from the Appointed Date licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions.

787

All the Insurance policies registered in the name of the Transferor Company which are active as on the $3.12$ date of approval of the Scheme by the Tribunal and which can be transferred/assigned shall pursuant to the provisions of Section 232 of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and or be deemed to have been transferred to and vested in and be available to the benefit of the Transferee Company and accordingly, the insurance companies shall record the name of the Transferee Company in all the insurance policies registered in the name of the Transferor Company so as to ensure that all the rights and privileges under all such policies available to the Transferor Company and / or to any other person / director / employee of Transferor Company, whether in the capacity of the Policy Holder or Owner or Insured or the Beneficiary, as the case may be, be available to the benefit of the Transferee Company and / or to any other person/director/employee of Transferee Company, as the case may be, on the same terms and conditions as they were applicable to the Transferor Company and upon such transfer/assignment, all such policies shall be effective in favour of the Transferee Company as if instead of the Transferor Company, the Transferee Company had been a party or beneficiary thereto. However, for the insurance policies which do not permit such transfer/assignment, the Transferee Company may make fresh application(s) to the concerned authority/insurance company(ies) on such terms and conditions as may be prescribed. It is hereby clarified that all the costs and/or expenses and/or premiums in relation to the transfer/assignment/of the insurance policies in the name of Transferee Company shall be borne by the Transferee Company and the Transferor Company shall have no further obligations in this regard.

3.13 Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all existing and future incentives, unavailed credits and expenditures, exemptions and deductions, benefit of carried forward losses and other statutory benefits, including in respect of income tax (including MAT credit under the IT Act), excise (including Modvat / Cenvat), customs, VAT, sales tax, service tax, GST including the IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company in all the states, to which the Transferor Company are entitled to shall be available to and vest in the Transferee Company.
The Transferee Company shall file relevant intimations, for the record of the statutory authorities $3.14$ signifying the transfer of the assets / properties including but not limited to permissions, approvals, consents, sanctions, remissions, special reservations, incentives, concessions and other authorizations of the Transferor Company.

INTER- SE TRANSACTIONS: 4.

Without prejudice to the provisions of Clause 3, with effect from the Appointed Date, all inter-party transactions between the Transferor Company and the Transferee Company shall be considered as intra-party transactions for all purposes.

LEGAL PROCEEDINGS 5.

If any suit, appeal or other proceedings of whatever nature by or against the Transferor Company is $5.1$ pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of this amalgamation or by anything contained in this Scheme, but the said suit, appeal or other legal proceedings 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 the Scheme had not been made.
On and from the date of approval of this Scheme by the Tribunal, the Transferee Company shall, and $5.2$ may, if required, initiate, continue any legal proceedings in relation to the Transferor Company.

6. CONTRACTS, DEEDS, OTHER INSTRUMENTS

$\overline{10}$

|788|

As a consequence of the amalgamation of the Transferor Company with the Transferee Company in $6.2$ accordance with or pursuant to this Scheme, the recording of change in name in the records of the statutory or regulatory authorities from the Transferor Company to the Transferee Company, whether pertaining to any licence, permit, approval or any other matter, or whether for the purposes of any transfer, registration, mutation or any other reason, shall be carried out by the concerned statutory or regulatory or any other authority.
For removal of doubts, it is expressly made clear that the dissolution of the Transferor Company 6.3 without the process of winding up as contemplated hereinafter, shall not, except to the extent set out in the Scheme, affect the previous operation of any contract, agreement, deed or any other instrument or beneficial interest to which the Transferor Company is a party thereto and shall not affect any right, privilege, obligations or liability, acquired, or deemed to be acquired prior to Appointed Date and all such references in such agreements, contracts and instruments to the Transferor Company shall be construed as reference only to the Transferee Company with effect from the Appointed Date.

CONDUCT OF BUSINESS UNTIL DATE OF APPROVAL OF THIS SCHEME BY THE TRIBUNAL 7.

With effect from the Appointed Date up to the date of approval of this Scheme by the Tribunal:

Transferor Company shall carry on, and be deemed to have carried on its business, operations $7.1$ or activities, and shall be deemed to have held and stood possessed of and shall hold and stand possessed of the assets, properties, liabilities or Undertaking(s) on behalf of and / or in trust for the Transferee Company.
All profits or income accruing or arising to the Transferor Company, or losses arising or expenditure $7.2$ incurred by it, shall for all purposes be treated as, and be deemed to be treated as, the profits or income or losses or expenditure, as the case may be, of the Transferee Company.
All assets howsoever acquired by the Transferor Company for carrying on its business, operations $7.3$ or activities and the liabilities relating thereto shall be deemed to have been acquired and are also contracted for and on behalf of the Transferee Company.
The Transferee Company shall also be entitled, pending sanction of the Scheme, to apply to the $7.4$ Central Government, State Government, and all other agencies, department and statutory authorities concerned, wherever necessary, for such consents, approvals and sanctions which the Transferee Company may require including the registration, approvals, exemptions, reliefs etc., as may be required / granted under any law for the time being in force for carrying on business of the Transferor Company.
Transferor Company shall carry on its business, operations or activities with reasonable diligence $7.5$ and business prudence and shall not venture into / expand any new businesses, alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except in the ordinary course of business without the prior consent of the Transferee Company.
The transfer of assets, properties, liabilities and the continuance of proceedings by or against the 7.6 Transferor Company shall not affect any transaction or proceedings already concluded by the Transferor Company on or after the Appointed Date to the end and intent that the Transferee Company accepts and adopts all acts, deeds things done and executed by the Transferor Company, in regard thereto as done executed by the Transferee Company on behalf of itself.

789

STAFF, WORKMEN, AND EMPLOYEES 8.

The contributions with regard to benefit of employees of the Transferor Company being currently 8.2 deposited with Regional provident Fund Organization, employee state insurance plan scheme, leave encashment, compensated absences scheme or any other special scheme(s) or fund (s) created or existing, if any, shall stand substituted, upon approval of the Scheme by the Tribunal, in favour of the Transferee Company for all purposes whatsoever, related to the administration or operation of such schemes and intent that all the rights, duties, powers and obligation of Transferor Company in relation to such schemes shall become those of the Transferee Company. The Transferee Company will file the relevant intimations to the statutory authorities concerned who shall take the same on record and endorse the name of the Transferee Company for the Transferor Company.

It is clarified that the services of all transferred staff, workmen and employees of the Transferor 8.3 Company, to the Transferee Company will be treated as having been continuous for the purpose of the aforesaid employee benefits and / or liabilities. For the purpose of payment of any retrenchment compensation, gratuity and / or other terminal benefits, and / or any other liability pertaining to staff, workmen and employees, the past services of such staff, workmen and employees with the Transferor Company shall also be taken into account by the Transferee Company, who shall pay the same if and when payable.
Upon approval of this Scheme by the Tribunal, the directors of the Transferor Company shall not 8.4 automatically be entitled to any directorship in the Transferee Company by virtue of the provisions of this Scheme.

DISSOLUTION WITHOUT WINDING UP 9.

VALIDITY OF EXISTING RESOLUTIONS 10.

11. CONSIDERATION

[790

SUB DIVISION OF FACE VALUE OF EQUITY SHARES OF THE TRANSFEROR COMPANY AND $12.$ CONSOLIDATION OF AUTHORIZED CAPITAL OF THE TRANSFEROR COMPANY WITH THE AUTHORISED CAPITAL OF THE TRANSFEREE COMPANY

12.1 As an integral part of the Scheme, the face value of 1 (One) equity share of Transferor Company amounting to Rs. 10/- (Rupees Ten only) shall be sub-divided into face value of Rs. 2/- (Rupee Two only) comprising 5 (Five) equity shares of Transferor Company, accordingly the authorised share capital of the Transferor Company shall be restructured and restated as follows:

"The authorised share capital of the Transferor Company is Rs.10,00,000/- (Rupees Ten Lakh only) divided into 5,00,000 (Five Lakh) equity shares of Rs.2/- (Rupee Two only) each".

12.2 The members of the Transferor Company, on approval of the Scheme, shall be deemed to have given their approval u/s 61 of the 2013 Act and all other applicable provisions of the said act for sub-division of the face value of equity shares and for the amendment to the Authorized Capital of the Company and no separate resolutions will be required to be passed for sub-division of the face value of equity shares of the Company and for the amendment to the Authorized Capital of the Company under section 61 of the 2013 Act and no separate notice will be required to be given to the Registrar of Companies, for intimation of sub-division under section 64 of the 2013 Act.
12.3 As an integral part of the Scheme and upon its sanction, and after the sub-division of the face value of the equity shares of the Transferor Company, the Authorized Share Capital of the Transferee Company shall automatically stand increased by merging the Authorized Share Capital of Transferor Company with Transferee Company after filing necessary e-form INC 28 with the ROC / MCA without any further act or deed on the part of the Transferee Company. However, the fee paid by the Transferor Company on its Authorised Capital prior to its amalgamation with the transferee company shall be set off against the fees payable by the transferee company on its Authorised Capital enhanced by the amalgamation as provided under Section 233(11) of the Companies Act, 2013.
12.4 The Memorandum and Articles of association of the Transferee Company (relating to authorized share capital) shall without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purpose of effecting this amendment, and no further resolution(s) under Section 13, 14, 61, 64 or any other applicable provisions of the 2013 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 utilised and applied to the increased authorized share capital of the Transferee Company. Pursuant to the approval of this Scheme by the Tribunal and consequent upon the amalgamation of the Transferor Company with the Transferee Company, the authorized share capital of the Transferee Company will be Rs.30,10,00,000/- (Rupees Thirty Crore and Ten Lakh only) divided into 15,05,00,000 (Fifteen Crore and Five Lakh) equity shares of Rs.2/- (Rupees Two only) each.
12.5 It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be given their consent / approval also to the alteration of the Memorandum and Article of Association of the Transferee Company as may be required under the Act and Clause V of the Memorandum of Association of the Transferee Company shall stand substituted by virtue of the Scheme to be read as follows:

[791]

Memorandum of Association:

ACCOUNTING 13.

Accounting of amalgamation in the books of Transferee Company:

Upon approval of this Scheme by the Tribunal, with effect from the Appointed Date, since the transaction $13.1$ involves entities which are ultimately controlled by the same parties before and after the transaction, for the purpose of accounting and dealing with the value of assets and liabilities of the Transferor Company, the Transferee Company shall account for the amalgamation in accordance with 'Pooling of Interest Method' laid down in Appendix C 'Business Combinations of entities under common control' of Ind AS - 103 'Business Combinations' notified under the provisions of the 2013 Act, read along with relevant rules framed thereunder and other applicable accounting standards.
13.2 The Transferee Company shall record the assets, liabilities and reserves relating to the Transferor Company vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Company on the close of business hours on 31st day of March, 2020.
13.3 The identity of the reserves of the Transferor Company, if any, shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner in which they appeared in the financial statements of the Transferor Company.
The investment made in the Share Capital of the Transferor Company held by the Transferee $13.4$ Company shall stand cancelled. The difference, if any, arising between the investments directly held by the Transferee Company and assets, liabilities and reserves of the Transferor Company shall be accounted based on the accounting principles prescribed under Ind AS - 103, i.e. shall be transferred to the Capital Reserve.
13.5 The amount of any inter-company balance/ amounts between the Transferor Company and Transferee Company, appearing in the books of account of the Transferee Company, shall stand cancelled. In case of any differences in the accounting policies between the Transferee Company and the Transferor Company, the accounting policies followed by the Transferee Company shall prevail to ensure that the financial statements reflect the financial position on the basis of consistent accounting policies.

PART III

GENERAL TERMS AND CONDITIONS

CONSEQUENTIAL MATTERS RELATING TO TAX AND COMPLIANCE WITH LAW 14.

This Scheme has been drawn up to comply with the conditions relating to "Amalgamation" as specified $14.1$ under the tax laws, including section 2(1B), Section 47 and other relevant sections of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the aforesaid provisions of the tax laws shall prevail. The Scheme shall then stand modified to the extent determined necessary to comply with the said provisions. Such modification will however not affect other parts of the Scheme. The power to make such ame¬ndments as may become necessary shall vest with the Board of Directors of the Transferor Company and the Transferee Company, which power shall be exercised reasonably in the best interest of the company concerned.

14.2 Upon approval of this Scheme by the Tribunal, all taxes / cess / duties payable by or on behalf of the Transferor Company up to the Appointed Date and onwards including all or any refunds and claims, including refunds or claims pending with the revenue authorities for all purposes, be treated as the tax / cess / duty, liabilities or refunds and claims of the Transferee Company.
14.3 It is clarified that the entire taxes, including but not limited to prepaid taxes being tax deducted at source (TDS)/advance tax, MAT credits including the unutilized MAT credit upto the Appointed Date (1st April, 2020), if any, and also self-assessment taxes, if any, paid by the Transferor Company under the Income Tax Act, 1961 or any other statute in respect of income of the Transferee Company
assessable for the period commencing on Appointed date (1st April, 2020), shall be deemed to be the taxes paid by the Transferee Company and credit for such taxes shall be allowed to the Transferee Company notwithstanding that certificates or challans or orders for such taxes are in the name of the Transferor Company and not in the name of the Transferee Company.
14.4 Upon approval of this Scheme by the Tribunal, the Transferee Company is expressly permitted to revise its income-tax returns, excise & CENVAT returns, service tax returns, other tax returns including GST and to restore as input credit of service tax/GST including IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company, in all the states adjusted earlier or claim refunds / credits.
The Transferee Company is also expressly permitted to claim refunds, credits, restoration of input $14.5$ CENVAT credit, GST including IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company, in all the states and tax deduction in respect of nullifying of any transaction between or amongst the Transferor Company and Transferee Company as the case may be.
14.6 In accordance with the CENVAT Credit Rules framed under Central Excise Act, 1944, as are prevalent on the Date of approval of this Scheme by the Tribunal, the unutilised credits relating to excise duties paid on inputs / capital goods / input services lying in the accounts of the undertaking of the Transferor Company shall be permitted to be transferred to the credit of the Transferee Company, as if all such unutilised credits were lying to the account of the Transferee Company. The Transferee Company shall accordingly be entitled to set off all such unutilised credits against the excise duty / service tax payable by it.
14.7 Upon approval of this Scheme by the Tribunal, the Transferee Company is expressly permitted to revise its financial statements to give effect to the amalgamation of the Transferor Company pursuant to the provisions of the Scheme.

15. SCHEME CONDITIONAL ON APPROVAL / SANCTIONS

15.1 The Scheme is conditional upon and subject to:
Approval by requisite majority of the members and creditors of Transferor Company and $(a)$ Transferee Company as may be directed by the NCLT either by way of convening a meeting or by way of a dispensation on production of consent affidavits or no-objection certificates;
Approval of the scheme by relevant regulatory authorities; $(b)$
Sanction of the Scheme by the NCLT; $(c)$
Certified copies of the orders of the NCLT, sanctioning the Scheme being filed with the Registrar $(d)$ of Companies.
In the event of this Scheme failing to take effect finally, this Scheme shall become null and void and $15.2$ in that case no rights and liabilities whatsoever shall accrue to or be incurred inter-se by the parties or their shareholders or creditors or employees or any other person.

$\overline{15}$

APPLICATION TO THE NCLT 16.

The Transferor Company and the Transferee Company shall, with all reasonable dispatch, make and $16.1$ file applications/petitions jointly to the NCLT, under Sections 230 to 232 of the 2013 Act and other applicable provisions of the 2013 Act, seeking orders for dispensing with or convening, holding and conducting of the meetings of the classes of their respective members and / or creditors and for sanctioning this Scheme, with such modifications as may be approved by the NCLT.
Upon this Scheme being approved by the requisite majority of the respective members and creditors of $16.1$ the Transferor Company and the Transferee Company, (as may be directed by the NCLT in the manner specified under clause 16.1) the said Companies shall, with all reasonable dispatch, apply to the NCLT, for sanction of this Scheme under Sections 230 to 232 of the 2013 Act and other applicable provisions of the 2013 Act, and for such other order or orders, as the said NCLT may deem fit for carrying this Scheme into effect.
16.2 Upon approval of this Scheme by the Tribunal, the shareholders of the Transferor Company and the Transferee Company shall be deemed to have also accorded their approval under all relevant provisions of the 2013 Act for giving effect to the provisions contained in this Scheme.

17. COMPLIANCE WITH SEBI REGULATIONS:

17.1 Since the present Scheme solely provides for amalgamation of the wholly owned subsidiary with its parent company, no formal approval, is required from the Stock Exchanges or Securities and Exchange Board of India ('SEBI') for the Scheme, in terms of provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017, and SEBI Circular No. CFD/DIL3/CIR/2017/21, dated 10th March, 2017, and Circular No. CFD/DIL3/CIR/2018/2, dated January 03, 2018, and other applicable provisions, if any.
17.2 In terms of the SEBI Regulations, the present Scheme of Amalgamation is only required to be filed with BSE and NSE (the Stock Exchanges where the Transferee Company is listed) for the purpose of disclosure and dissemination on its website.
17.3 The Transferee Company will comply with the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Listing Agreement, SEBI Regulations, SEBI Circulars and other applicable provisions, if any, in connection with the Scheme and other connected matters.

MODIFICATIONS / AMENDMENTS TO THE SCHEME 18.

The Transferor Company and Transferee Company represented by their respective Board of Directors, $18.1$ may make and / or consent to any modifications / amendments to the Scheme or to any conditions or limitations that the NCLT or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them (i.e. the Board of Directors).
The Transferor Company either individually or together, and the Transferee Company shall be at liberty $18.2$ to withdraw from this Scheme, in case of any condition or alteration imposed by the NCLT or any other authority or any bank or financial institution is unacceptable to them or otherwise if so mutually agreed.

794

EFFECT OF NON-RECEIPT OF APPROVALS/ SANCTIONS 19.

In the event of any of the said sanctions/approvals not being obtained and / or the Scheme not being sanctioned by the NCLT, this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and / or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

COST, CHARGES, AND EXPENSES 20.

$\overline{17}$

$\left[ 795\right]$

SCHEDULE OF PROPERTY

Building admeasuring 18250 square meters situated at Survey nos. 269,271,272, Sullurpeta to B.N.Kandriga Road, Varadaiahpalem Mandal, Kuvvakolli Village, Chittoor, Andhra Pradesh, $.517645$

Kossha

$\frac{1}{18}$

$[7.96]$

BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL AMARAVATI BENCH AT HYDERABAD

C.A. (CAA) NO.1/230/AMR/2021

IN THE MATTER OF COMPANIES ACT, 2013 AND IN THE MATTER OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT AND IN THE MATTER OF SCHEME OF AMALGAMATION

BETWEEN

CCL BEVERAGES PRIVATE LIMITED ('TRANSFEROR COMPANY') AND CCL PRODUCTS (INDIA) LIMITED ('TRANSFEREE COMPANY') AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CCL PRODUCTS (INDIA) LIMITED, a Company incorporated under the provisions of Companies Act, 1956, bearing CIN: L15110AP1961PLC000874 and having its registered office situated at Duggirala, Guntur, AP 522330, India
represented by its Company Secretary, SrideviDasari email: [email protected], Ph: 04023732455

....Applicant/ Transferee Company

AFFIDAVIT - REPORT BY CHAIRPERSON FOR EQUITY SHAREHOLDERS

Filed on: 16.04.2021

Filed by: J. Basava Raju Chairperson appointed for the meeting for Equity Shareholders Flat No. 303, Sumitra Mansion, H. No. 6-3-609/13/1, Anand Nagar Colony, Khairatabad, Hyderabad - 500 004.

$[797]$

BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL

AMARAVATI BENCH AT HYDERABAD

CA (CAA) NO.1/230/AMR/2021

IN THE MATTER OF COMPANIES ACT, 2013

IN THE MATTER OF SECTION 230 TO 232 OF THE COMPANIES ACT, 2013

AND

ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT

AND

IN THE MATTER OF SCHEME OF AMALGAMATION

BETWEEN

CCL BEVERAGES PRIVATE LIMITED

(TRANSFEROR COMPANY)

AND

CCL PRODUCTS (INDIA) LIMITED

(TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CCL PRODUCTS (INDIA) LIMITED

.....APPLICANT/TRANSFEREE COMPANY

RUNNING INDEX

SL. No.	Particulars	Annexure No.	Page No.
1.	Affidavit – Report by Chairperson for the Trade/Sundry Creditors		$1 - 8$
2.	Scrutinizers Report		$9 - 16$
3.	CCL Amalgamation between $\sigma$ Scheme Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee company) and Their Respective Shareholders and creditors	2	17-34

Date: 16.04.2021 Place: Hyderabad

3818 ese lormare S.V.L.NO. 1/200 $98$ भारत 147955 APR 16 2021 H.NO. 8-3-677/1/2 LAREDDYGUDA 250 260 260 260 260 260 070 260 10:24 HYDERABAD - 500073 R₅0000020 PB5932 LICENSE NO: 06/2007 BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL ANGANA AMARAVATI BENCH AT HYDERABAD C.A. (CAA) NO.1/230/AMR/2021 IN THE MATTER OF COMPANIES ACT, 2013 $\bf AND$ IN THE MATTER OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT AND IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN CCL BEVERAGES PRIVATE LIMITED ('TRANSFEROR COMPANY') AND CCL PRODUCTS (INDIA) LIMITED ('TRANSFEREE COMPANY') AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

....Applicant / Transferee Company

AFFIDAVIT - REPORT BY CHAIRPERSON FOR TRADE / SUNDRY CREDITORS

I, J. Basava Raju, S/o Late Shri J. V. Subba Raju aged about 54 years, Advocate, appointed as Chairperson by the Hon'ble National Company Law Tribunal, Amaravathi Bench at Hyderabad, by an order dated 26^th February 2021, to convene a meeting of the Trade/ Sundry Creditors of CCL PRODUCTS (INDIA) LIMITED (hereinafter referred to as the Applicant Company) on Saturday, the 10th day of February 2021, at 12:30 P.M. (IST)through video conferencing ("VC") / other audio visual means ("OAVM")and as such I am well acquainted with the facts of the case and state as below:

1. That as per the order of the Hon'ble Tribunal dated 26th day of February, 2021, the notices with regard to the meeting of the Trade /Sundry Creditors of the Applicant Company were sent to 276 (Two Hundred and Seventy Six) Trade / Sundry Creditors through email through M/s Venture Capital and Corporate Investments Private Limited and 4 (Four Only) Trade Creditors through DTDC Courier on 08.03.2021 whose names are maintained by the Applicant Company.
1. That as per the order of the Hon'ble Tribunal dated 26^thday of February, 2021, a paper advertisement with regard to the date and time of the meeting of the Trade / Sundry Creditors of the Applicant Company was carried out in accordance with Rule 7 of Companies (Compromises, Arrangements Ang Amalgamations) Rules, 2016, in the

Agy

$[799]$

$\begin{pmatrix} 1 \ 1 \ 0 \ 0 \end{pmatrix}$

Financial Express, Hyderabad District edition and in Andhra Prabha, Hyderabad District Edition both having circulation in the state of Telangana and Andhra Pradesh on 09.03.2021.

1. It is submitted that as per the direction of the Hon'ble Tribunal the meeting was conducted through Video Conference. The said meeting was attended by 28 (Twenty Eight) Trade / Sundry Creditors in person and through their authorised representatives, who voted at the Meeting through E Voting, to whom the Applicant Company owes an amount of Rs. 31,57,90,679/- (Rupees Thirty One Crores Fifty Seven Lakhs Ninety Thousand Six Hundred And Seventy Nine Only/-). Further, 39 Creditors cast their vote through remote e-voting to whom the Applicant Company owes an amount of Rs. 13,16,10,462/- (Rupees Thirteen Crores Sixteen Lakhs Ten Thousand Four Hundred And Sixty Two Only/-). Thus, in aggregate 67 Creditors had cast their vote, to whom the Applicant Company owes an amount of Rs.44,74,01,141/-constituting 84.67% of the total amount due by the Applicant Company to its Trade / Sundry Creditors as on 31^st day of January, 2020 and hence the quorum prescribed under Section 103 of the Companies, Act 2013, (ie) 15 (Fifteen) Creditors, either in person or through authorised representative or through proxy, by this Hon'ble Tribunal for the purpose of proper constitution of the meeting of the Trade / Sundry Creditors of the Applicant Company was present.For the purpose of the meeting, Central Depository Services (India) Limited ("CDSL") provided the necessary facility for attending the meeting through Video Conference and voting through electronic means.
1. The Scheme of Amalgamation between CCL Beverages Private Limited('the Transferor Company') and CCL Products (India) Limited('the Transferee Company') and their respective shareholders& Creditors was taken as read with the permission of the Trade/Sundry Creditors present at the meeting and explained briefly $\mathbf{b}$ Ms. Sridevi, Company Secretary of the Company at the meeting and the question submitted to the said meeting was whether the Trade / Sundry Creditors of the Applicant Company approve the Scheme of Amalgamation as submitted to the meeting and agree thereto.
1. The Trade / Sundry Creditors of the Applicant Company were of the opinion that the Scheme of Amalgamation between CCL Beverages Private Limited('the Transferor Company') and CCL Products (India) Limited('the Transferee Company') and their respective shareholders& Creditors should be approved as submitted to the meeting without any modifications and have agreed to and passed the following resolution unanimously:-

$\mathscr{A}_{\mathfrak{P}}$

[800]

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modifications, amendments, re-enactments thereof for the time being in force, relevant rules of the Companies(Compromises, Arrangements and Amalgamation) Rules, 2016 and the provisions of the Memorandum and Articles of Association of the Company and subject to the requisite approvals, sanctions, consents, observations, no objections, confirmations, permissions from the Hon'ble National Company law Tribunal, Amaravati Bench, (NCLT) or such other competent authority as may be applicable, and the confirmation, permission, sanction and approval of the other statutory/regulatory authorities, if any, in this regard and subject to such other conditions or guidelines, if any, as may be prescribed or stipulated by any such authorities, from time to time, while granting such approvals, sanctions, consents, observations, no objections, confirmations, permissions and which may be agreed by the Board of Directors of the Company, the draft "Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors" ("Scheme"), providing for amalgamation of CCL Beverages Private Limited (Transferor Company) with the Company on a going concern basis with effect from 01.04.2020 (First Day of April, Two Thousand and Twenty) being the Appointed Date, as placed before the meeting and initiated by the chairman for the purpose of identification, be and is hereby approved."

A combined total of 67 Trade / Sundry Creditors voted on the resolution by way of remote e voting as well as e voting at the Meeting. Out of the said 67 Trade / Sundry Creditors, 28 attended and participated in the Meeting through Video Conference /

$[801]$

Other audio visual means. The said 67 Trade / Sundry Creditors had outstanding unsecured liabilities amounting to Rs. 44,74,01,141/- as on 31^st January, 2021.

The Company provided remote e-voting facility o its Trade / Sundry Creditors to vote on the Resolution, which commenced at 9.00 A.M. on Wednesday, 7th April, 2021 and closed at 5.00 P.M. on Friday, 9th April, 2021. Further the e-voting facility was also made available to Trade / Sundry Creditors who did not cast their vote through remote e-voting.
Trade / Sundry Creditors, who were present in the Meeting through VC/OAVM facility and did not cast their vote on the resolution through remote e-Voting and otherwise not barred from doing so, voted through e-voting system available during the Meeting
1. (A) It is submitted that the Hon'ble Tribunal appointed Smt. N. Vara Lakshmi, PCS as scrutinizer of the said meeting. Based on the report given by the Scrutinizer the detailed result of the voting of the Trade Creditors who attended the meeting and also those who participated through remote e-voting for consideration of the proposed Scheme of Amalgamation is as follows:-

SL.	NAME OF THE	ADDRESS OF THE TRADE/	AMOUNT IN
NO.	TRADE/SUNDRY	SUNDRY CREDITORS	RS.
	CREDITORS
	ACID INDIA LIMITED	NO 76-16, 299, GROUND FLOOR	948251.00
(1)		EKALAVYA NAGAR, BHAVANI PURAM
		VIJAYAWADA
(2)	ADARSH SACKS PVT	PLOT # 12/A, PHASE IV EXTN IDA	825830.00
	LTD	JEEDIMETLA HYDERABAD 500055
	AGI GLASPAC	GLASS FACTORY ROAD. OFF	59004.00
(3)		MOTINAGAR, POST BOX NO 1930,
		SANATHNAGA HYDERABAD 500018
(4)	AIRA FLOW VALVE	5-1-520, SHOP NO.1and2, RANIGUNJ,	134564.00
	AUTOMATION	SECUNDERAB 500 00
(5)	AJ PACKAGING LTD	PLOT NO: 120, C.I.E. GANDHI NAGAR	14069543.00
		HYDERABAD 500011
	ARMSTRONG	MAHINDRA WORLD CITY ANJUR	1145192.00
(6)	INTERNATIONAL PVT LTD	CHENGALPAT 603002
	ASMA ENTERPRISES
(7)		5-1-530/8/A, 1ST FLOOR, MIRZA	328922.00
		COMPLEX, HILL STREET SECUNDERAB-500003
	BLUE OCEAN	D.NO.4-325, POST BOX
(8)	BIOTECH PVT LTD	NO.27, PEDDAPURAM MANDAL	5099062.00
		G.RAGAMPET SAMALKOT 533440
	BUSCH VACUUM	PLOT #102-103, SECTOR 5 IMT	483532.00
(9)	INDIA PVT LTD	MANESAR, GURGAON HARYANA
		122050
	C.N.COFFEE TRADING	NEAR MADIINA MASJID SHARIEFF	1488617.00
(10)	CO	STREET, CHIKKAMAGALURU-577 10

		CARGO PARTNER SHRI PRASHANTI SAI TOWERS PLOT	6128657.00
(11)	LOGISTICS INDIA PVT	#68 IN HYDERABAD 500082
	LTD
(12)	COASTAL	6-4-6, ARUNDELPET 4/5 GUNTUR	3087263.00
	PACKAGINGS	GUNTUR 37
(13)	CONTINENTAL	MAHATMA GANDHI AUTO NAGAR	220897.00
	COFFEE PVT LTD	TENALI, GU 522201
	CORAL PRINT PACK	PLOT NO.45 and 46 PHASE V, IDA	1099573.00
(14)	PVT LTD	CHERLAPALLY, MEDCHAL
	DAKSHIN PLASTICS	HYDERABAD 500051
(15)	PVT LTD	PLOT NO.21/PART, PHASE-III I.D.A.	5157471.00
	DARSHAN FLEXIBLES	JEEDIMETLA HYDERABAD 500055
(16)	PVT LTD	NO-268A, HEBBAL INDUSTRIAL AREA, MYSORE 570016	1554189.00
	DHL LOGISTICS PVT
(17)	LTD	REGAUS BUSINESS CENTER, 403, 4TH FLOOR, NAGA CHAMBER RAMNAG	5817197.00
		WALTAIR MAIN ROAD VISHAKAPAT
	DOMINO PRINTECH
(18)	INDIA LLP	PLOT NO.117, SECTOR-8 IMT	1089114.00
	E and E ENTERPRISES	MANESAR GURUGRAM, 122 05
(19)		102, 1-1-191/A, 1ST FLOOR, SWARNA SAI	82927.00
		COMPLEX CHIKKADPALLY HYDERABAD 500020
	FAR N PAR (INDIA)	NEW NO 60, LINGHI CHETTY STREET
(20)	PRIVATE LTD	CHENNAI 600001	1492837.00
	FLAVOURTECH PTY	LENEHAN ROAD, BOX 413, GRIFFITH,
(21)	LTD.	NSW 2680 AUSTRALIA	36188791.00
(22)	G.UPENDRA ANAND	[email protected]	35508.00
	GC PRINT "N" PACK	7-1-461, OPP : GURUDWARA	844997.00
(23)		AMEERPET HYDERABAD 500 01
	GEA WESTFALIA	WERNER-HABIG-STRABE 1, D-59302	756523.00
(24)	SEPARATOR GROUP	OELDE, (F.R.GERMANY)
	GMBH
	GEA WESTFALIA	[email protected]	1753129.00
(25)	SEPARATOR INDIA
	PVT LTD
	GOWTHAM TRADERS	4-2-101, USMANSAHEB PET, NEAR	1928470.00
(26)		RAGHAVA HIGH SCHOOL, NELLORE
		524002
	GRACE TRAVELS PVT.	164 and 165, A BLOCK, BABUKHAN	384239.00
(27)	LTD	ESTAT BASHEERBAGH HYDERABAD 500:00
	GREEN	THATHANAHALLI GATE BM ROAD	3602700.00
(28)	COMMODITIES	PERIYAPTNA MADIKERI MYSORE
		571 20
(29)	HILL TO CUP	NEXT TO CONTRACTORS BUILDING	4413308.00
		CHIKMAGALU 577 10
(30)	HSIL LIMITED	P.B.NO.1930, SANATHNAGAR	8704748.00
		HYDERABAD 50001
	HUHTAMAKI INDIA	PLOT NO 155,154,32 AND PART 31,	3559095.00
(31)	LIMITED	BOMMASANDRA JIGANI LINK ROAD,
(32)	ITCLIMITED	BENGALURU 560105
	INDIA TIN	KUDLUR KUSHALNAGA 57123 Old Madras Road,	3662745.00
(33)	INDUSTRIES PRIVATE	BANGALORE 560016	19477031.00
	LIMITED
	JSA FORWAARDERS	OLD NO.28, NELSON MANICKAM
(34)		ROAD CHERINAN GODO2	1433348.00

$[802]$

$\overrightarrow{5}$

$\frac{1}{\sqrt{2\pi}}$

$\ddot{\phantom{0}}$

$\frac{1}{\log p}$

(35)	JIVA INTERNATIONAL	171 CHIN SWEE ROAD, # 02-02 CES	13553277.00
	PTE LTD	CENTER, SINGAPORE 169877
	FOOD JUPITER	C-14, INDUSTRIAL ESTATE, ETAH U.P.	742659.00
(36)	$(I)$ PVT PRODUCTS	ETAH 207001
	LTD
(37)	K.BALAJI	# 2, GROUND FLOOR, 29TH A CRFOSS	535238.00
		JAYANAGAR BANGALORE 56008
(38)	LIVIA POLYMER	MANDAIYUR SALAI PUDUKKOTTAI	1412524.00
	BOTTLES PVT LTD	DIST MANDAIYUR 622515
	MADISON	801,8 TH FLOOR, THE ESTATE	32331421.00
(39)	COMMUNICATIONS	DICKENSON ROAD, BANGALORE
	PVT LTD.	560042
(40)	MOHAN MARKETING	[email protected]	17271.00
	ASSOCIATES MUDREMANE
(41)	COFFEE CURERS	SAKALESHPURA ROAD MUDIGERE	10097568.00
(42)	NICHROME INDIA LTD	CHIKMAGALU 577 13
	NIVEE METAL	[email protected]	827234.00
(43)	PRODUCTS PVT LTD	# $5 - 2 - 264$ OPP: GOVT	355812.00
	OLAM AGRO INDIA	SCHOOL, HYDERBASTI, Secunderabad
(44)	PRIVATE LTD	60/61, 1ST FLOOR, KIDBA INDUSTRIAL AREA,	2802100.00
		KUDLUR KUSHALNAGA 571234
	OPULENCE	C/O ALLIANCE TRUST CO	199184726.00
	INTERNATIONAL	(MAURITIUS) LIMITED LEVEL 2,
(45)	LIMITED	RAFFLES TOWER CYBERCITY EBEN
		REPUBLIC O
	PARAN POLYMERS (P)	PLOT NO.77/A, IDA, PHASE-III,	1918938.00
(46)	LTD	PATANCHERU
(47)	PREMIUM POLYMERS	E-21, KAVI NAGAR INDUSTRIAL AREA,	1578509.00
	LTD	GHAZIABAD UTTAR PRAD
(48)	PRINTERS DEN PACKAGING	[email protected]	862877.00
	PROBAT	KAAPI GROUND FLOOR, PEENYA
(49)	(INDIA)	PRIVATE INDUSTRIAL AREA BANGALORE	266436.00
	LIMITED	560058
	PROBAT LEOGAP	RUA PROF.ALGACYR MUNHOZ	7301039.00
(50)	(IND.E.COM.DE	MADER 2.200-CIC, 81310-020
	MAQUINAS LTDA)	CURITIBA - PR BRASIL
(51)	RANGOON MILLS	2101, 4-3-76, HILL STREET RANIGUNJ	223682.00
	STORES	SECUNDERABAD 500 00
	REVOLVE ENGINEERS	7-1-282C/1/52/C/1/52/C LINGAIAH	377799.00
(52)		NAGAR, BALKAMPET, HYDERABAD 500 01
	ROYAL BALAJI COFFEE	CHIKMAGALU 577101
(53)	CO.,		3692769.00
	SAMSON CONTROLS	D-281, MIDC RANJANGAON TAL	830023.00
(54)	PVT LTD	SHIRUR PUNE 412 22
	SHANKARA	PLOT NO.211, MLA and MP'S	624231.00
(55)	ENGINEERING	COLONY ROAD NO.10C, JUBILEE HILLS
	WORKS SRI	HYDERABAD 500 033
(56)	BALAJI CHEMICALS	6/408, KAMSALI STREET STONEHOUSEPET	1402195.00
		NELLORE NELLORE2
	SRI KRISHNA	#19-3-2/G4/J1, KAIKALACHERUVU	2622511.00
(57)	MINERALS	NEAR AMBEDKAR LAW COLLEGE
		TIRUPATI 517501
		$\land$ M $\lor$ $\ast$

		TOTAL	44,74,01,141.00
(67)	VON AUTOMATION	# 12-21, P&T COLONY, DILSUKH NAGAR, HYDERABAD 500060	603712.00
	MINING PVT LTD	CIRCLE, VIJAYAWADA 520 010
(66)	AGGREGATES	SRIRAMACHANDRA COMPLEX BENZ
	VENKATESWARA	D.NO.40-13-5, 4TH FLOOR.	408568.00
(65)	UFLEX LIMITED	A-2, SECTOR-60 NOIDA 201301	1279800.00
(64)	TOTAL OIL INDIA PVT LIMITED	131/1A1AB2A1A1, PUZHUTHIVAKKAM KANCHEEPURAM TAMILNADU 603303	5667974.00
(63)	THAPONISHTA CONSTRUCTION	177-19-11/1, MOTUPALLI VARI STREET BHIMAVARAM BHIMAVARAM 534201	616496.00
(62)	TECHNO ASSOCIATES	4-3-104 TO 108, HILL STREET OLD BHOIGUDA, SEC-BAD SECUNDERAB 500 00	102753.00
(61)	OLEFINS SUPER PRIVATE LIMITED	D-160, PHASE - III, IDA JEEDIMETLA HYDERABAD 500 05	770775.00
(60)	STACKWELL PACKAGING	PLOT NO.129A, PHASE III IDA PASHAMYLARAM, MEDAK TELANGANA 502 30	17059274.00
(59)	SRI SHIRDI SAI SECURITY SERVICES	5TH FLOOR, SRI MALLAKA ENCLAVE NEAR SBI, TADEPALLI GUNTUR 522 50	177546.00
(58)	SRI SAI TRANSPORT	# 3, ANDHRA COLONY, RING ROAD, MAHADEVAPURA, BANGALORE 560 04	96130.00

Total number of Trade/ Sundry Creditors who voted either by way of remote e voting or e voting during the Meeting
Total outstanding amount pertaining to the Trade/ Sundry Creditors who voted either by way of remote e voting or e voting during the Meeting	44,74,01,141
Total number of Trade/ Sundry Creditors present in person or by authorised representative who cast their vote at the meeting through E-Voting	28
Total value of votes cast by them through E- Voting (outstanding amount)	31,57,90,679

Number of Trade/ Percentage of Number of votes Percentage Sundry Creditors Total Number of cast by them voted	Trade/ Sundry (outstanding Creditors voted	amount)	Number of votes by cast (outstanding amount)	them
39	58.21	13, 16, 10, 462	29.42

present and voting $(in$ person or by authorised representative)	Number of Trade/ Percentage of total Number of votes Sundry Creditors Number of Trade/ Sundry Creditors voted	cast by them (outstanding amount)	Percentage - of Number of votes by them cast (outstanding amount)
28		31,57,90,679	70.58
	1.1711	$\mathcal{L}$

(D) Voted against the Resolution : NIL

Number of Trade/ Percentage of total Number of vote Percentage Sundry Creditors Number of Trade/ cast by them present and voting Sundry Creditors (outstanding $(in$ person or by voted authorised representative)	amount)	0f Number of votes cast by them (outstanding amount)

(E) Invalid / Abstain Votes:

Total number of Trade/ Sundry Creditors (in person or by authorised representative) whose votes were declared invalid	Total Amount due to Trade/Sundry Creditors

1. Hence from the above result of the Tribunal convened meeting of the Trade / Sundry Creditors of the Applicant Company, I report to this Tribunal that the resolution proposed for approval of the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors was approved unanimously by the Trade / Sundry Creditors of the Applicant Company without any modifications.
1. I am enclosing herewith the Scrutinizer's Report and a copy of the Scheme of Amalgamation betweenCCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors as approved by the Trade / Sundry Creditors.

Sworn and signed before me on 16th day of April, 2021, at Hyderabad

J. BASAVA RAJ CHAIR PERSON APPOINTED FOR THE MEETING

ATTESTED S. Notary $H$ . 6-3-392, Punjagutta, Behind Police Station Hyderabad - 82, Telangana, India Phone: 9392535629

1 6 APR 2021

$[806]$ Annexure-1"

Varalakshmi Narala Practicing Company Secretary, Insolvency Professional & Registered Valuer

SCRUTINIZER'S REPORT

T_o

Mr. J. Basavaraju,

The Chairperson Appointed by the Hon'ble National Company Law Tribunal, Amaravati Bench at Hyderabad, for the meeting of the Trade / Sundry Creditors of CCL PRODUCTS (INDIA) LIMITED

Dear Sir,

Sub: Report on E- Voting conducted for the Tribunal Convened Meeting of Trade / Sundry Creditors of CCL Products (India) Limited on 10th day of April, 2021 held through Video Conferencing / Other Audio Visual means.

I, Narala Varalakshmi, Practicing Company Secretary, appointed as the Scrutinizer by the Hou'ble National Company Law Tribunal, Amaravati Bench at Hyderabad vide its order dated 26^th Day of February, 2023, in C.A. (CAA) NO.1/230/AMR/2021 for the purpose of scrutinizing e-voting of the Meeting of the Trade / Sundry Creditors of CCL Products (India) Limited on 10th day of April, 2021 at 12:30 P.M. through Video Conferencing / Other Audio Visual means, on the resolution seeking approval of Trade / Sundry Creditors of the Company for the proposed Scheme of Amalgamation between CCL Beverages Private Limited ('the Transferor Company') and CCL Products (India) Limited ('the Transferee Company') and their respective shareholders and Creditors in terms of the notice dated 06^th day of March, 2021 convening the meeting (the "Resolution").

I hereby submit my report as under:

H.No. 1-8-588/29/A, Acchai Nagar

Ad) to RTC Kalyanamandapam, Baglingampally, Hyderabad - 500.044

1) CUT-OFF DATE

Notices were issued to Trade / Sundry Creditors whose names appeared in the books of the Company as on 31^st January, 2021 and voting rights were reckoned as on that date, being the cut-off date for the purpose of deciding the entitlements of Trade / Sundry Creditors to vote through e-voting.

N. VARALAKSHMI Page 1 of 4

Company Secretary XS No: 6999 COP No: 20197

[807]

Varalakshmi Narala

Practicing Company Secretary, Insolvency Professional & Registered Valuer

E-VOTING: $\mathbf{2}$

2.1 Agency:

2.2 Attendance & Voting

A combined total of 67 Trade / Sundry Creditors voted on the resolution by way of remote e voting as well as e voting at the Meeting. Out of the said 67 Trade / Sundry Creditors, 28 attended and participated in the Meeting through Video Conference / Other audio visual means. The said 67 Trade / Sundry Creditors had outstanding unsecured liabilities amounting to Rs. $44,74,01,141/$ - as on 31^st January, 2021.

2.3 Remote E-voting and E-voting at the Meeting:

The Company provided remote e-voting facility to its Trade / Sundry Creditors to vote on the Resolution, which commenced at 9.00 A.M. on Wednesday, 7th April, 2021 and closed at 5.00 P.M. on Friday, 9th April, 2021. Further the e-voting facility was also made available to Trade / Sundry Creditors who did not cast their vote through remote e-voting.
Trade / Sundry Creditors, who were present in the Meeting through VC/OAVM facility and did not cast their vote on the resolution through remote e-Voting and otherwise not barred from doing so, voted through e-voting system available during the Meeting

2.4 Counting Process:

H.No. 1-8-588/29/A, Acchai Nagar

Adj to RTC Kalyanamandapam, Baglingampally, Hyderabad - 500 044

• On completion of voting at the meeting, CDSL provided us with the i) list containing particulars of Trade / Sundry Creditors who voted through remote e-voting and ii) list containing particulars of Trade / Sundry Creditors present in the Meeting, in person or through authorised representative, and voted thereat through e-voting. The said data was downloaded by me in the presence of two witness, Mr. Vikas Sirohiya, a PCS and Mr. K. Bharath Kumar, both residents of Hyderabad.

K. Bharath Kumar $\mathcal{D}_{\alpha}$ 1. Vikas Sirohiya

$\mathbb{R}^n$ Page 2 of 4

N. VARALAKSHMI

Company Secretary No: 6999 NeX20197

$[808]$

Varalakshmi Narala

Practicing Company Secretary, Insolvency Professional & Registered Valuer

Votes were reconciled with the records maintained by the Company. $\bullet$

2.5 E-Voting Result:

Total number of Trade/ Sundry Creditors who voted either by way of remote e voting or e voting during the Meeting	67
Total outstanding amount pertaining to the Trade/Sundry Creditors
who voted either by way of remote e voting or e voting during the	44,74,01,141
Meeting
Total number of Trade/ Sundry Creditors present in person or by
authorised representative who cast their vote at the meeting through	28
E-Voting
Total value of votes cast by them through E- Voting (outstanding amount)	31 57,90,679

a) Voted in favour of the Resolution:

Remote e-voting

Number of Trade/ Percentage		of Number of votes	Percentage Oʻ
Sundry	Creditors Total Number of cast by them		Number of votes cast
voted	Sundry Trade/	(outstanding	them by
	Creditors voted	amount)	(outstanding
			amount)

39	58.21	13,16,10,462	29.42

E-voting at the Meeting

Number of Trade/ Percentage of total Number of votes Percentage Sundry Creditors Number of Trade/ cast by them present and voting (in person or by) authorised representative)	Sundry Creditors (outstanding voted	amount)	OY Number of votes them $b^{\mathrm{v}}$ cast (outstanding amount)
28	41.79	31,57,90,679	70.58

-H.No. 1-8-588/29/A. Acchai Nagar
- Adj to RTC Kalyanamandapam, Baglingampally, Hyderabad - 500 044

\KSHMI ecretary $S$ No. $6099$ COP No: 20197

Page 3 of 4

$[809]$

Varalakshmi Narala

Practicing Company Secretary, Insolvency Professional & Registered Valuer

b) Voted against the Resolution : NIL

Number of Trade/ Percentage of total Number of vote Percentage Sundry Creditors Number of Trade/ cast by them present and voting Sundry Creditors (outstanding (in person' or by voted)		amount)	-of Number of votes them cast by (outstanding
authorised representative)			amount)
	0

c) Invalid / Abstain Votes:

Total number of Trade/Sundry Creditors (in person or by authorised representative) whose votes were declared invalid	Total Amount due to Trade/Sundry Creditors

2.6 Based on the foregoing, the Resolution as proposed in the Notice of the Tribunal Convened Meeting stands duly approved unanimously on the date of the Meeting of Trade / Sundry Creditors of the Company i.e., 10^th day of April, 2021, thus satisfying the requirement of majority of Trade / Sandry Creditors (including authorised representative) exercising voting rights representing three-fourths in value held by them and voted in favor through e-voting.

2.7 A list of Trade / Sundry Creditors who voted "FOR", "AGAINST" and those whose votes were declared invalid for the resolution is enclosed as Annexure I.
2.8 The electronic data files pertaining to e-voting are being handed over to the Company for safekeeping.

Thanking You,

Yours faith WARALAKSHMI	is sa sa An
Sompany Secretary
N. Karalakskings No: 6999
Practicing Companyos 2014 they
CP No: 20197; M No: F6999
Hon'ble NCLT appointed Scrutinizer for the Meeting of the meeting of the Trade / Sundry Creditors of
CCL PRODUCTS (INDIA) LIMITED	William State Silvery
UDIN: F006999C000053320	And we fire a machine.

Date: 11-04-2021 Place: Hyderabad

H No. 1-8-588/29/A: Acchal Nagar

Adj.to.RTC.Kalyanamandapam.Baglingampally, Hyderabad. 500.044

Page 4 of 4

날이 다음한

The Lands Control of Line

$[810]$

LIST OF TRADE / SUNDRY CREDITORS WHO VOTED "FOR", / "AGAINST"

LIST OF TRADE/SUNDRY CREDITORS WHO VOTED "FOR" (IN FAVOUR): $\overline{1}$

SI. No.	en 1930. National

$\mathbf{1}$

$\overline{2}$

$\ddot{\mathbf{3}}$

$\overline{A}$

$5^{\circ}$

$6^{\circ}$

DARSHAN FLEXIBLES PVT LTD

	Name	Address	Amount Due (Rs)
О.
1	ACID INDIA LIMITED	NO 76-16, 299, GROUND FLOOR EKALAVYA NAGAR, BHAVANI PURAM VIJAYAWADA PLOT # 12/A, PHASE IV EXTN	948251.000
$\mathbf{2}^{\circ}$	ADARSH SACKS PVT LTD	IDA JEEDIMETLA HYDERABAD 500055 GLASS FACTORY ROAD, OFF	825830.000
З	AGI GLASPAC	MOTINAGAR, POST BOX NO 1930, SANATHNAGA HYDERABAD 500018 5-1-520, SHOP NO.1and2,	59004.000
4	AIRA FLOW VALVE AUTOMATION	RANIGUNJ, SECUNDERAB 500 00	134564.000
5.	AJ PÁCKAGING LTD	PLOT NO: 120, C.L.E. GANDHI NAGAR HYDERABAD 500011 MAHINDRA WORLD CITY	14069543.000
6	ARMSTRONG INTERNATIONAL PVT LTD	ANJUR CHENGALPAT 603002 5-1-530/8/A, 1ST FLOOR, MIRZA	1145192.000
$7^{\circ}$	ASMA ENTERPRISES	COMPLEX, HILL STREET SECUNDERAB-500003 D.NO.4-325, POST BOX NO.27, PEDDAPURAM MANDAL	328922.000
8.	BLUE OCEAN BIOTECH PVT LTD	G.RAGAMPET SAMALKOT 533440 PLOT #102-103, SECTOR 5 IMT MANESAR, GURGAON	5099062.000
9	BUSCH VACUUM INDIA PVT LTD	HARYANA 122050 NEAR MADIINA MASJID SHARIEFF STREET,	483532.000
10 ₁	C.N.COFFEE TRADING CO	CHIKKAMAGALURU-577 10 SHRI PRASHANTI SAI TOWERS	1488617.000
11 ₁	CARGO PARTNER LOGISTICS INDIA PVT PLOT #68 IN HYDERABAD LTD.	500082 6-4-6, ARUNDELPET 4/5	6128657.000
$12^{\circ}$	COASTAL PACKAGINGS	GUNTUR GUNTUR 37 MAHATMA GANDHI AUTO	3087263.000
13 ^°	CONTINENTAL COFFEE PVT LTD	NAGAR TENALI, GU 522201 PLOT NO.45 and 46 PHASE V. IDA CHERLAPALLY, MEDCHAL	220897.000
14.	CORAL PRINT PACK PVT LTD	500051 HYDERABAD PLOT NO.21/PART, PHASE-III	1099573.000
15 ₁	DAKSHIN PLASTICS PVT LTD	LD.A. JEEDIMETLA HYDERABAD 500055	5157471.000

NO-268A, HEBBAL INDUSTRIAL AREA, MYSORE 570016

N. VARALAKSHMI Company Secretary FCS No: 6999 COP No: 20197

1554189.000

$P_{\emptyset} \setminus \bigwedge \mathcal{Y}$

[811]

		REGAUS BUSINESS
		CENTER, 403, 4TH FLOOR,
		NAGA CHAMBER RAMNAG
		WALTAIR MAIN ROAD
17 ²	DHL LOGISTICS PVT LTD	VISHAKAPAT	5817197.000
		PLOT NO.117, SECTOR-8 IMT
		MANESAR GURUGRAM, 122
18 ^°	DOMINO PRINTECH INDIA LLP	05	1089114.000
		102, 1-1-191/A, 1ST FLOOR,
		SWARNA SAI COMPLEX
		CHIKKADPALLY HYDERABAD
19 ₁	E and E ENTERPRISES	500020	82927.000
		NEW NO 60, LINGHI CHETTY
20 ^°	FAR N PAR (INDIA) PRIVATE LTD	STREET CHENNAL 600001	1492837.000
		LENEHAN ROAD, BOX 413,
		GRIFFITH, NSW 2680
21	FLAVOURTECH PTY LTD	AUSTRALIA	36188791.000
22 ₁	G.UPENDRA ANAND	[email protected]	35508.000
		7-1-461, OPP : GURUDWARA AMEERPET HYDERABAD
		500 01	844997.000
23.	GC PRINT "N" PACK
	GEA WESTFALIA SEPARATOR GROUP	WERNER-HABIG-STRABE 1, D- 59302 OELDE, (F.R.GERMANY)	756523.000
24 ²	GMBH
	GEA WESTFALIA SEPARATOR INDIA PVT	[email protected]	1753129.000
25	LTD	4-2-101, USMANSAHEB PET,
		NEAR RAGHAVA HIGH
26	GOWTHAM TRADERS	SCHOOL, NELLORE 524002	1928470.000
		164 and 165, A BLOCK,
		BABUKHAN ESTAT
		BASHEERBAGH HYDERABAD
27	GRACE TRAVELS PVT. LTD.	500 00	384239.000
		THATHANAHALLI GATE BM
		ROAD PERIYAPTNA MADIKERI
28	GREEN COMMODITIES	MYSORE 571 20	3602700.000
		NEXT TO CONTRACTORS
		577 BUILDING CHIKMAGALU
29	HILL TO CUP	10	4413308,000
		P.B.NO.1930, SANATHNAGAR
30	HSIL LIMITED	500 01 HYDERABAD	8704748.000
		PLOT NO 155,154,32 AND PART
		31, BOMMASANDRA JIGANI
		LINK ROAD, BENGALURU
31 ₁	HUHTAMAKI INDIA LIMITED	560105	3559095.000
		KUDLUR KUSHALNAGA 571
32 ₂	IT CLIMITED	23 Old Madras Road, BANGALORE	3662745.000
	INDIA TIN INDUSTRIES PRIVATE LIMITED	560016	19477031.000
33 _°		OLD NO.28, NELSON
		MANICKAM ROAD CHENNAI

34 ^°	J S A FORWAARDERS	600 02	1433348.000
		171 CHIN SWEE ROAD, # 02-02 CES CENTER, SINGAPORE
35	JIVA INTERNATIONAL PTE LTD	169877	13553277.000
		C-14, INDUSTRIAL ESTATE,
	JUPITER FOOD PRODUCTS (I) PVT LTD	ETAH U.P. ETAH 207001	742659.000
36		#2, GROUND FLOOR, 29TH A
		CRFOSS JAYANAGAR
37	KBALAJI	BANGALORE 560 08	535238.000
		N. VARALAKSHMI
		Company Secretary
		FCS No: 6999
		rop No: 20197

38	LIVIA POLYMER BOTTLES PVT LTD	PUDUKKOTTAI DIST MANDAIYUR 622515 801,8 TH FLOOR, THE ESTATE	1412524
		DICKENSON ROAD,
39 40	MADISON COMMUNICATIONS PVT LTD. MOHAN MARKETING ASSOCIATES	BANGALORE 560042 [email protected] SAKALESHPURA ROAD	32331421 17271
		MUDIGERE CHIKMAGALU
41	MUDREMANE COFFEE CURERS	577 13	10097568
42	NICHROME INDIA LTD	[email protected]	827234
		#5-2-264, OPP: GOVT
		SCHOOL, HYDERBASTI,
43	NIVEE METAL PRODUCTS PVT LTD	Secunderabad	355812
		60/61, 1ST FLOOR, KIDBA INDUSTRIAL AREA, KUDLUR
44	OLAM AGRO INDIA PRIVATE LTD	KUSHALNAGA 571234	280210
		C/O ALLIANCE TRUST CO
		(MAURITIUS) LIMITED LEVEL 2,
		RAFFLES TOWER CYBERCITY
45	OPULENCE INTERNATIONAL LIMITED	EBEN REPUBLIC O	19918472
		PLOT NO.77/A, IDA, PHASE-III,
46.	PARAN POLYMERS (P) LTD.	PATANCHERU	191893
		E-21, KAVI NAGAR INDUSTRIAL AREA, GHAZIABAD UTTAR
47	PREMIUM POLYMERS LTD	PRAD ^®	157850
		[email protected]
48	PRINTERS DEN PACKAGING	m.	86287
		GROUND FLOOR, PEENYA
49	PROBAT KAAPI (INDIA) PRIVATE LIMITED	INDUSTRIAL AREA BANGALORE 560058	26643
		RUA PROF.ALGACYR MUNHOZ
	PROBAT LEOGAP (IND.E.COM.DE	MADER 2.200-CIC, 81310-020
50	MAQUINAS LTDA)	CURITIBA - PR BRASIL	730103
		2101, 4-3-76, HILL STREET
		RANIGUNJ SECUNDERAB
51.	RANGOON MILLS STORES	500 00 7-1-282C/1/52/C/1/52/C	22368
		LINGAIAH NAGAR,
		BALKAMPET, HYDERABAD
52	REVOLVE ENGINEERS	500 01	37779
53	ROYAL BALAJI COFFEE CO.	CHIKMAGALU 577101	369276
54	SAMSON CONTROLS PVT LTD	D-281, MIDC RANJANGAON TAL SHIRUR PUNE 41222	83002
		PLOT NO.211, MLA and MP S
		COLONY ROAD NO.10C,
		JUBILEE HILLS HYDERABAD
55 ₁	SHANKARA ENGINEERING WORKS	500 033 6/408, KAMSALI STREET	62423
		STONEHOUSEPET NELLORE
56	SRI BALAJI CHEMICALS	NELLORE2	140219
		#19-3-2/G4/J1,
		KAIKALACHERUVU NEAR
	SRI KRISHNA MINERALS	AMBEDKAR LAW COLLEGE TIRUPATI 517501	26225
57 ₁		#3, ANDHRA COLONY, RING
		ROAD, MAHADEVAPURA,
58 ^°	SRI SAI TRANSPORT	BANGALORE 560 04	961
		N. VARALAKSHMI
		Company Secretary
		EES No: 6999

$[813]$

		5TH FLOOR, SRI MALLAKA ENCLAVE NEAR SBI.
59	SRI SHIRDI SAI SECURITY SERVICES	TADEPALLI GUNTUR 522 50 PLOT NO.129A, PHASE III IDA	177546.000
		PASHAMYLARAM, MEDAK
60	STACKWELL PACKAGING	TELANGANA 502 30 $Dz$ 160, PHASE - III, IDA	17059274.000
		JEEDIMETLA HYDERABAD
61	SUPER OLEFINS PRIVATE LIMITED	500 05	770775.000
		4-3-104 TO 108, HILL STREET
		OLD BHOIGUDA, SEC-BAD
62	TECHNO ASSOCIATES	SECUNDERAB 500 00	102753.000
		177-19-11/1, MOTUPALLI VARI
63	THAPONISHTA CONSTRUCTION.	STREET BHIMAVARAM 534201 BHIMAVARAM	616496.000
		131/1A1AB2A1A1, PUZHUTHIVA
		KKAM KANCHEEPURAM
64	TOTAL OIL INDIA PVT LIMITED	TAMILNADU 603303	5667974.000
		A-2, SECTOR-60 NOIDA
65	UFLEX LIMITED $\rightarrow$	201301	1279800.000
		D.NO.40-13-5, 4TH FLOOR,
		SRIRAMACHANDRA COMPLEX
	VENKATESWARA AGGREGATES MINING	BENZ CIRCLE, VIJAYAWADA
66	PVT LTD.	520 010	408568.000
		# 12-21, P&T COLONY, DILSUKH NAGAR, HYDERABAD
		500060	603712.000
67	VON AUTOMATION

$\ddot{\phantom{1}}$

TOTAL

447401141.000

N. VARALAKSHMI Company Secretary

N. VARALAKSHMI Company Secretary
FCS No: 6999
COP No: 20197

$P_1 + P_2$

$[814]$ Annexure-2"

(TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PREAMBLE OF THE SCHEME $(A)$

The Scheme (as defined hereinafter) also provides for various other matters consequential to, or otherwise integrally connected with the above, as more specifically stated hereinafter.

DESCRIPTION OF COMPANIES $(B)$

CCL BEVERAGES PRIVATE LIMITED is a Company incorporated under the provisions of Companies $\mathbf{1}$ Act, 2013, on 14.10.2019 (Fourteenth Day of October, Two Thousand and Nineteen) in the State of Andhra Pradesh, vide Corporate Identification Number U15549AP2019PTC113114, issued by the Registrar of Companies, Andhra Pradesh. The PAN of the Company is AAICC4206D. (Hereinafter referred to as the "Transferor Company").

The Registered Office of the Transferor Company is situated at Door No/SY No.269/1, Kuvvakolli Village, Varadaiahpalem Mandal, Chittoor AP 517645 IN.

The present main objects of the Transferor Company are as follows:

To carry on the business, either solely or in collaboration with other persons or entities, whether a) of Indian or foreign origin, to manufacture, buy, sell, retail, wholesale, trade, market, import, export, process, manipulate, prepare, preserve, carry on, refine, bottle and to deal in all types of coffee, tea, chicory, cocoa, milk, condensed milk, milk products, sugar, sugar substitutes and other similar products, manufactured or raw state, whether in India or elsewhere either in wholesale and/ or in retail or otherwise.
To manufacture, sell and deal, in any manner whatsoever, with plant and Machinery, Equipment, $\dot{b}$ Know-how for manufacture of coffee, tea, cocoa, milk, milk products, sugar, sugar substitutes and other similar products.
To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to $\mathbf{C}$

$[815]$

To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to d) sell, distribute, deal in, market, trade, package, bottle, export or otherwise dispose off at or from any part of India and elsewhere globally all sorts of wines, alcoholic liquors and liqueurs, beverages (alcoholic, non- alcoholic, aerated or non- aerated), food or health beverages, fruit and vegetable pulps and beverages, drinks and all raw materials, ingredients, accompaniments, packaging, bottles, dispensing accessories and also including all versions, alternatives, substitutes thereof and to refer and to undertake, execute, or otherwise perform the agency business, representative business, bottling, distilling, transport, delivery, stocking, storing, distribution of any or all aforesaid.

The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31.03.2020 is as follows:

Share Capital	Amount in Rs.
Authorized Capital 1,00,000 (One Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each.	10.00.000
Total	10,00,000
Issued, Subscribed and Paid Up Capital 10,000 (Ten Thousand) fully paid up Equity Shares of Rs.10/- (Rupees Ten only) each.	1.00.000
Total	1,00,000

Subsequent to 31st March, 2020, there is no change in the authorised, issued, subscribed and paid up share capital of the Transferor Company.

	SI. No. Name of shareholder	Total No. of shares held	% of Shareholding
1.	CCL Products (India) Limited (Transferee Company)	9,999	99.99
2.	IMr. Challa Srishant - Nominee of CCL Products (India) Limited		0.01
	Total	10 000	100.00

$\overline{2}$

$[816]$

$\overline{2}$

The registered office of the Transferee Company is situated at Duggirala, Guntur, AP 522330 IN.

To carry on the business solely or in collaboration with others, Indian or foreign, in manufacture $a)$ of Coffee, Tea, Chicory, Cocoa, Milk Products, Condensed Milk, Cheese, Plain and all flavoured, Yoghurt, Shrikhand, Creamers including non-dairy creamer, sweetner, natural & artificial and the like, in all or any of their forms (including spray dried, freeze dried, agglomerate, granulated, blended and preparations thereof for consumption by human beings and also including all versions, alternatives, substitutes thereof and therefor in whatsoever manner, that is to say, either mechanically or otherwise, by employing electricity or any other power or energy, and sale thereof, either in whole sale and/or in retail or otherwise, whether in the country or abroad.
To carry on business in processing, manipulating, preparing, preserving, carrying, refining, b) bottling, buying, rendering marketable and dealing in Coffee, Tea, Chicory, Cocoa and the like in their prepared, manufactured or raw state and whether in whole sale and/or in retail.
To manufacture, sell and deal in any manner with Plant and Machinery, Equipment, Knowhow $\mathbf{C}$ for manufacture of coffee, tea, cocoa and milk products.
To acquire by purchase or otherwise, and to carry on the business of planters, cultivators, d) growers and manufacturers or sellers and dealers in tea, coffee, cocoa and to manufacture, dispose of, buy and deal in the said products.
To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to $e)$ sell, distribute, deal in, market, trade, export or otherwise dispose of in, to, at or from any part of India and elsewhere globally all sorts of food and food stuffs, natural food, instant food, fast food, cooked food, packaged food, ready food, canned food, dehydrated foods, pulps and purees, sauces, preserved food, prepared food, noodles, snacks (whether or not plain, flavoured, spiced, curried, coloured) and edible food colours (natural, artificial, synthetic or chemical) and all raw materials, ingredients, condiments, accompaniments, curries, preparations, sauces, packaging, dispensing accessories and also including all versions, alternatives, substitutes thereof and therefor and to undertake, execute, or otherwise perform the agency business, representative business, transport, delivery, stocking, storing, distribution of any or all aforesaid.

$[817]$

To develop, manufacture, prepare, process, convert, buy, import or otherwise acquire and to sell, distribute, deal in, market, trade, package, bottle, export or otherwise dispose of, in, to, at or from any part of India and elsewhere globally all sorts of wines, alcoholic liquors and liqueurs, beverages (alcoholic, non-alcoholic, aerated or non-aerated), food or health beverages, fruit and vegetable pulps and beverages, drinks and all raw materials, ingredients, accompaniments, packaging, bottles, dispensing accessories and also including all versions, alternatives, substitutes thereof and to refer and to undertake, execute, or otherwise perform the agency business, representative business, bottling, distilling, transport, delivery, stocking, storing, distribution of any or all aforesaid.

The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31.03.2020 is as follows:

Share Capital	Amount in Rs.
Authorized Capital 15,00,00,000 (Fifteen Crore) Equity Shares of Rs.2/- (Rupees Two only) each.	30,00,00,000
Total	30,00,00,000
Issued, Subscribed and Paid Up Capital 13,30,27,920 (Thirteen Crore Thirty Lakh Twenty Seven Thousand Nine Hundred and Twenty) fully paid up Equity Shares of Rs.02/- (Rupees Two only) each.	26.60.55.840
Total	26,60,55,840

Subsequent to 31st March, 2020, there is no change in the authorised, issued, subscribed and paid up share capital of the Transferee Company.

SI. No.	Category of shareholder	No. of Shareholders	Total No. of shares held	% of holding
	Promoter & Promoter Group		6,14,49,342	46.19
$^{\circ}$	Public	31.044	7, 15, 78, 578	53.81
	Total	31.050	13,30,27,920	100.00

OBJECTIVES OF THE SCHEME $(C)$

-f)

$\overline{\bf{4}}$

[818]

The amalgamation will enable appropriate consolidation of activities of Transferor Company $\ddagger$ and Transferee Company with pooling and more efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement in various operating parameters.
To achieve consolidation, greater integration and flexibility which will maximize overall $\overline{2}$ shareholder value and improve the competitive position of the combined entity.
To achieve greater efficiency in cash management and unfettered access to cash flows $3₁$ generated by the combined entity which can be deployed more effectively to fund organic and inorganic growth opportunities.
Improved organizational capability and leadership, arising from the pooling of human capital who 4. have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.
Cost savings are expected to flow from more focused operational efforts, rationalization, 5. standardization and simplification of business process, elimination of duplication and rationalization of administrative expenses.
The amalgamation will result in reduction of multiplicity of entities, thereby reducing compliance 6. cost of multiple entities viz., statutory filings, regulatory compliances, labour law/ establishment related compliances.

SCOPE OF THE SCHEME $(D)$

Amalgamation of the Transferor Company with the Transferee Company. $\mathbf{1}$ .
$\overline{2}$ Dissolution of the Transferor Company without Winding up.
The transfer of the Transferor Company will be on a going concern basis. $\overline{3}$ .

This Scheme of Amalgamation has been drawn up to comply with the conditions as specified under section 2(1B) of Income Tax Act, 1961, such that:

All the properties of Transferor Company, immediately before the amalgamation, become the $\left($ i $\right)$ properties of Transferee Company by virtue of amalgamation.
All the liabilities of Transferor Company, immediately before the amalgamation, become the $(ii)$ liabilities of Transferee Company by virtue of amalgamation.

PARTS OF THE SCHEME $(E)$

÷.

The scheme is divided into following parts:

deals with Definitions and Interpretations; Part I

$[819]$

Part II $-$

deals with the Amalgamation of CCL Beverages Private Limited (Transferor Company) with CCL Products (India) Limited (Transferee Company) and Dissolution of the\ Transferor Company.

Part III -

deals with General Terms and Conditions

PARTI DEFINITIONS AND INTERPRETATIONS

$\ddagger$ DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meanings as mentioned herein below:

"2013 Act" or "the 2013 Act" means the Companies Act, 2013, and rules made thereunder and shall $1.1$ include any statutory modifications, re-enactment or amendments thereof for the time being in force.
"Amalgamation" means the merger or blending of the Transferor Company into the Transferee $1.2$ Company.
"Applicable Law(s)" means any statute, notifications, bye-laws, rules, regulations, guidelines, Circulars $1.3$ or common law, policy, code, directives, ordinance, schemes, notices, orders or instructions enacted or issued or sanctioned by any Appropriate Authority including any modification or re-enactment thereof for the time being in force.
"Appointed Date" means 01st day of April, 2020 or such other date as may be fixed or approved $1.4$ by the Appropriate Authority. The Appointed Date shall be the effective date and the Scheme shall be deemed to be effective from the Appointed Date.
"Appropriate Authority" means any government, statutory, regulatory, departmental or public body $1,5$ or authority of the Jurisdiction over Transferor Company and the Transferee Company, including Registrar of Companies and the National Company Law Tribunal.
"Board of Directors" or "Board" shall mean the Board of Directors of Transferee Company or $1.6$ Transferor Company, as the case may be or any committee thereof duly constituted or any other
person duly authorized by the Board for the purpose of this Scheme.
"GST regulations" means applicable provisions of the Central Goods and Services Tax Act, 2017 $1.7$ and/or the Integrated Goods and Services Tax Act, 2017 and/or respective State Goods and Services Tax Act and/or the Union Territory Goods and Services Tax Act, 2017 along with the applicable rules made thereunder.
"IT Act" means the Income-tax Act, 1961. $1,8$
"NCLT/Tribunal" means the Hon'ble National Company Law Tribunal, Amaravathi Bench at Hyderabad. $1.9$
"Official Liquidator" or "OL" means Official Liquidator, Hyderabad having jurisdiction over the States $1.10$ of Telangana and Andhra Pradesh.
"Regional Director" or "RD" means Regional Director, South East Region, at Hyderabad having $1.11$ jurisdiction over the States of Telangana and Andhra Pradesh.
"Registrar of Companies" or "ROC" means Registrar of Companies, at Vijayawada, having $1.12$ jurisdiction over the State of Andhra Pradesh.

1820

"Scheme" or "this Scheme" or "Scheme of Amalgamation" means this Scheme of Amalgamation $1.13$ attached hereto in its present form as submitted to the NCLT, with such modification(s), if any, as may be approved or imposed or directed by the NCLT.
1.14 "Stock Exchanges" means BSE and NSE where the shares of the Transferee Company are listed & traded.
"Transferee Company" means CCL Products (India) Limited and shall have the same meaning as $1.15$ assigned to it in clause (B)2 above.
"Transferor Company" means CCL Beverages Private Limited and shall have the meaning assigned $1.16$ to it in clause (B)1 above.
1.17 "Undertaking of Transferor Company" shall mean and include the whole of assets, properties, liabilities and the undertaking(s) and entire business(s) of Transferor Company, as may be applicable and specifically include the following (without limitation):
All the assets /capital work-in-progress/ properties, present or future, of the Transferor Company, $(i)$ whether movable or immovable, whether tangible or intangible including all rights, title, interest, covenant, including continuing rights, title and interest in connection with the land and the buildings, if any, whether, corporeal or incorporeal, leasehold or freehold, and includes all rights, titles, interest and covenant, undertakings, liability relating thereto, capital work in progress, plant & machinery, all current and non-current assets, other fixed assets, inventory and work in progress, all deposits, all receivables, cash and cash equivalents, all the loans and includes all rights, titles, interest and advances, advances for capital goods & services of Transferor Company as on the Appointed Date.
All the debts, borrowings and liabilities, present or future, whether secured or unsecured of the $(i)$ Transferor Company as on the Appointed Date.
(iii) . All statutory licenses, including all licenses relating to development, production, marketing, manufacturing, selling coffee, approvals, permissions, no-objection certificates, permits, consents, patents, trademarks, tenancies, offices, depots, quotas, rights, entitlements, privileges, benefits of all contracts / agreements (including but not limited to contracts / agreements with vendors, customers, government etc.), all other rights (including but not limited to right to use and avail electricity connections, water connections, environmental clearances, telephone connections, facsimile connections, telexes, e-mail, internet, leased line connections and installations, lease rights, easements, powers and facilities), of the Transferor Company as on the Appointed Date.
All staff, workmen, and employees engaged in the Transferor Company as on the date of approval of $(iv)$ the Scheme by the Tribunal.
All legal proceedings of whatsoever nature by or against the Transferor Company pending as on the $(v)$ Appointed Date.
All records, files, papers, information, computer programs, manuals, data, catalogues, quotations, $(v_i)$ sales advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information and other records, whether in physical form or electronic form of Transferor Company.

INTERPRETATIONS $2.$

The expressions which are used in this Scheme and not defined in this Scheme shall, unless repugnant $2,2$ or contrary to the context or meaning hereof, have the same meaning ascribed to them under the 2013 Act and / or other applicable laws, rules, regulations, bye-laws, as the case may be, including any statutory modification or re-enactment thereof, from time to time.

DATE OF TAKING EFFECT $2.3$

The Scheme, set out herein in its present form, subject to any modification(s) approved or imposed or directed by the Hon ble National Company Law Tribunal, Amaravathi Bench at Hyderabad for the State of Andhra Pradesh, unless otherwise specified in the Scheme, shall be effective and operative from the Appointed Date, i.e., 01.04.2020, upon receipt of Certified copy of Order of the National Company Law Tribunal, Amaravathi Bench

PART II

AMALGAMATION OF CCL BEVERAGES PRIVATE LIMITED (TRANSFEROR COMPANY) WITH CCL PRODUCTS (INDIA) LIMITED (TRANSFEREE COMPANY)

TRANSFER AND VESTING OF UNDERTAKING OF TRANSFEROR COMPANY $3.$

Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all properties, $3.1$ assets, liabilities and undertaking(s) of the Transferor Company shall stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company under the provisions of Section 230 to 232 of the 2013 Act and all other applicable provisions, if any, of the 2013 Act and also in accordance with section 2(1B) of the Income-tax Act, 1961, without any further deed or act, subject to existing charges or lis pendens, if any thereon, in favour of banks/ financial institutions.
Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all immovable $3.2$ property (including land, buildings and any other immovable property), if any, of the Transferor Company, whether under constructions, freehold or leasehold, and any documents of title, rights, agreements to sell / agreements of sale and easements in relation thereto, shall stand vested in the Transferee Company, without any act or deed done by the Transferor Company or the Transferee Company, and without any approval or acknowledgement of any third party. With effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges and fulfill all obligations, in relation to or applicable to such immovable properties. The mutation/ substitution of the title to such immovable properties shall be made and duly recorded in the name of the Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the NCLT and in accordance with the terms hereof. The Transferor Company shall take all steps as may be necessary to ensure that lawful, peaceful and unencumbered possession, right, title, interest of its immovable property is given to the Transferee Company.
Without prejudice to the generality of the foregoing, with effect from the Appointed Date, it is expressly $3.3$ provided that in respect of such of the assets of the Transferor Company that are movable in nature and / or are otherwise capable of transfer by manual or constructive delivery and / or endorsement and delivery or novation, the same shall be deemed to have been so transferred by Transferor Company and shall become the property of the Transferee Company in pursuance of the provisions of section 230 to 232 of the 2013 Act, without any further act, instrument, deed, matter or thing.
In respect of movables other than those dealt with in Clause 3.3 above including sundry debts, $3.4$ receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, property development rights, investments, earnest money and deposits with any Government, quasi government, local or other authority or body or with any company or other person, the same shall on and from the Appointed Date stand transferred to and vested in the Transferee Company without any notice or other intimation to the debtors (although the Transferor Company may, without being obliged, and if it so deems appropriate, at its sole discretion, give notice

[822]

Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date all liabilities $3.5$ relating to and comprised in the undertaking of Transferor Company including all secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations and undertakings of the Transferor Company of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its business activities and operations, shall, stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company under the provisions of Sections 230 to 232 of the 2013 Act and other applicable provisions, if any, of the 2013 Act, without any further act, instrument, deed, matter or thing.
The transfer and vesting as aforesaid shall be subject to subsisting charges, if any, in respect of any $3.6$ assets of Transferor Company. PROVIDED always that the Scheme shall not operate to enlarge the security for any loan, deposit or facility availed by the Transferor Company and Transferee Company shall not be obliged to create any further or additional security in relation to subsisting charges, if any, thereof after the date of approval of this Scheme by the NCLT or otherwise.
All staff, workmen and employees of the Transferor Company shall become the staff, workmen and $3.7$ employees of the Transferee Company, without any further act or deed to be done by the Transferor Company or the Transferee Company.
Upon approval of the Scheme by the Tribunal, the Transferee Company shall, if so required under any $3.8$ law or otherwise, execute deeds of confirmation or other writings or arrangement with any party to any contract or arrangement to which the Transferor Company is a party in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Company to carry out or perform all such formalities or compliances referred to above on part of the Transferor Company.
Upon approval of this Scheme by the Tribunal, the Transferee Company shall be entitled to secure the 3.9 record of the change in the legal ownership upon the vesting of the assets of the Transferor Company in accordance with the provisions of Sections 230 to 232 of the 2013 Act. The Transferor Company and the Transferee Company shall be jointly and severally authorized to execute any writings and / or carry out any formalities or compliance in this regard.
3.10 All taxes, duties, cess payable by the Transferor Company including all or any refunds / credit / claims pertaining to the period prior to the Appointed Date shall be treated as the liability or refunds / credit / claims, as the case may be, of the Transferee Company.
All the licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and $3.11$ benefits (including tax benefits), subsidies, concessions, grants, rights, patents, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Transferor Company and all rights and benefits that have accrued or which may accrue to the Transferor Company, whether before or after the Appointed Date, shall, under the provisions of Sections 230 to 232 of the 2013 Act and all other applicable provisions of the Act, if any, without any further act, instrument or deed, cost or charge be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Company so as to become as and from the Appointed Date licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions.

3.12 All the Insurance policies registered in the name of the Transferor Company which are active as on the date of approval of the Scheme by the Tribunal and which can be transferred/assigned shall pursuant to the provisions of Section 232 of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and or be deemed to have been transferred to and vested in and be available to the benefit of the Transferee Company and accordingly, the insurance companies shall record the name of the Transferee Company in all the insurance policies registered in the name of the Transferor Company so as to ensure that all the rights and privileges under all such policies available to the Transferor Company and / or to any other person / director / employee of Transferor Company, whether in the capacity of the Policy Holder or Owner or Insured or the Beneficiary, as the case may be, be available to the benefit of the Transferee Company and / or to any other person/director/employee of Transferee Company, as the case may be, on the same terms and conditions as they were applicable to the Transferor Company and upon such transfer/assignment, all such policies shall be effective in favour of the Transferee Company as if instead of the Transferor Company, the Transferee Company had been a party or beneficiary thereto. However, for the insurance policies which do not permit such transfer/assignment, the Transferee Company may make fresh application(s) to the concerned authority/insurance company(ies) on such terms and conditions as may be prescribed. It is hereby clarified that all the costs and/or expenses and/or premiums in relation to the transfer/assignment/of the insurance policies in the name of Transferee Company shall be borne by the Transferee Company and the Transferor Company shall have no further obligations in this regard.

Upon approval of this Scheme by the Tribunal and with effect from the Appointed Date, all existing $3.13$ and future incentives, unavailed credits and expenditures, exemptions and deductions, benefit of carried forward losses and other statutory benefits, including in respect of income tax (including MAT credit under the IT Act), excise (including Modvat / Cenvat), customs, VAT, sales tax, service tax, GST including the IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company in all the states, to which the Transferor Company are entitled to shall be available to and vest in the Transferee Company.
The Transferee Company shall file relevant intimations, for the record of the statutory authorities $3.14$ signifying the transfer of the assets / properties including but not limited to permissions, approvals, consents, sanctions, remissions, special reservations, incentives, concessions and other authorizations of the Transferor Company.

INTER- SE TRANSACTIONS: $\overline{4}$

LEGAL PROCEEDINGS 5.

If any suit, appeal or other proceedings of whatever nature by or against the Transferor Company is $5.1$ pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of this amalgamation or by anything contained in this Scheme, but the said suit, appeal or other legal proceedings 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 the Scheme had not been made.
On and from the date of approval of this Scheme by the Tribunal, the Transferee Company shall, and 52 may, if required, initiate, continue any legal proceedings in relation to the Transferor Company.

6. CONTRACTS, DEEDS, OTHER INSTRUMENTS

bonds, agreements and other Subject to the other provisions of the Scheme, all contracts, deeds, $6.1$ instruments of whatsoever nature to which the Transferor Company is a party or the benefit to which

6.2 As a consequence of the amalgamation of the Transferor Company with the Transferee Company in
Becordance with or pursuant to this Schome. the coording of change in corrected to the coordinate of the accordance with or pursuant to this Scheme, the recording of change in name in the records of the statutory or regulatory authorities from the Transferor Company to the Transferee Company, whether pertaining to any licence, permit, approval or any other matter, or whether for the purposes of any transfer, registration, mutation or any other reason, shall be carried out by the concerned statutory or regulatory or any other authority.
For removal of doubts, it is expressly made clear that the dissolution of the Transferor Company $6.3$ without the process of winding up as contemplated hereinafter, shall not, except to the extent set out in the Scheme, affect the previous operation of any contract, agreement, deed or any other instrument or beneficial interest to which the Transferor Company is a party thereto and shall not affect any right, privilege, obligations or liability, acquired, or deemed to be acquired prior to Appointed Date and all such references in such agreements, contracts and instruments to the Transferor Company shall be construed as reference only to the Transferee Company with effect from the Appointed Date.

CONDUCT OF BUSINESS UNTIL DATE OF APPROVAL OF THIS SCHEME BY THE TRIBUNAL 7.

With effect from the Appointed Date up to the date of approval of this Scheme by the Tribunal:

Transferor Company shall carry on, and be deemed to have carried on its business, operations $7.1$ or activities, and shall be deemed to have held and stood possessed of and shall hold and stand possessed of the assets, properties, liabilities or Undertaking(s) on behalf of and / or in trust for the Transferee Company.
All profits or income accruing or arising to the Transferor Company, or losses arising or expenditure $7.2$ incurred by it, shall for all purposes be treated as, and be deemed to be treated as, the profits or income or losses or expenditure, as the case may be, of the Transferee Company.
All assets howsoever acquired by the Transferor Company for carrying on its business, operations 7.3 or activities and the liabilities relating thereto shall be deemed to have been acquired and are also contracted for and on behalf of the Transferee Company.
The Transferee Company shall also be entitled, pending sanction of the Scheme, to apply to the $74$ Central Government, State Government, and all other agencies, department and statutory authorities concerned, wherever necessary, for such consents, approvals and sanctions which the Transferee Company may require including the registration, approvals, exemptions, reliefs etc., as may be required / granted under any law for the time being in force for carrying on business of the Transferor Company.
Transferor Company shall carry on its business, operations or activities with reasonable diligence $7.5$ and business prudence and shall not venture into / expand any new businesses, alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except in the ordinary course of business without the prior consent of the Transferee Company.
The transfer of assets, properties, liabilities and the continuance of proceedings by or against the 7.6 Transferor Company shall not affect any transaction or proceedings already concluded by the Transferor Company on or after the Appointed Date to the end and intent that the Transferee Company accepts and adopts all acts, deeds things done and executed by the Transferor Company, in regard thereto as done executed by the Transferee Company on behalf of itself.

STAFF, WORKMEN, AND EMPLOYEES 8.

It is clarified that the services of all transferred staff, workmen and employees of the Transferor 8.3 Company, to the Transferee Company will be treated as having been continuous for the purpose of the aforesaid employee benefits and / or liabilities. For the purpose of payment of any retrenchment compensation, gratuity and / or other terminal benefits, and / or any other liability pertaining to staff, workmen and employees, the past services of such staff, workmen and employees with the Transferor Company shall also be taken into account by the Transferee Company, who shall pay the same if and when payable.
Upon approval of this Scheme by the Tribunal, the directors of the Transferor Company shall not 8.4 automatically be entitled to any directorship in the Transferee Company by virtue of the provisions of this Scheme.

DISSOLUTION WITHOUT WINDING UP 9.

VALIDITY OF EXISTING RESOLUTIONS $10.$

$11.$ CONSIDERATION

[826]

SUB DIVISION OF FACE VALUE OF EQUITY SHARES OF THE TRANSFEROR COMPANY AND $12.$ CONSOLIDATION OF AUTHORIZED CAPITAL OF THE TRANSFEROR COMPANY WITH THE AUTHORISED CAPITAL OF THE TRANSFEREE COMPANY 12.1 As an integral part of the Scheme, the face value of 1 (One) equity share of Transferor Company amounting to Rs.10/- (Rupees Ten only) shall be sub-divided into face value of Rs.2/- (Rupee Two only) comprising 5 (Five) equity shares of Transferor Company, accordingly the authorised share capital of the Transferor Company shall be restructured and restated as follows: "The authorised share capital of the Transferor Company is Rs.10,00,000/- (Rupees Ten Lakh only) divided into 5,00,000 (Five Lakh) equity shares of Rs.2/- (Rupee Two only) each". 12.2 The members of the Transferor Company, on approval of the Scheme, shall be deemed to have given their approval u/s 61 of the 2013 Act and all other applicable provisions of the said act for sub-division of the face value of equity shares and for the amendment to the Authorized Capital of the Company and no separate resolutions will be required to be passed for sub-division of the face value of equity shares of the Company and for the amendment to the Authorized Capital of the Company under section 61 of the 2013 Act and no separate notice will be required to be given to the Registrar of Companies, for intimation of sub-division under section 64 of the 2013 Act. 12.3 As an integral part of the Scheme and upon its sanction, and after the sub-division of the face value of the equity shares of the Transferor Company, the Authorized Share Capital of the Transferee Company shall automatically stand increased by merging the Authorized Share Capital of Transferor Company with Transferee Company after filing necessary e-form INC 28 with the ROC / MCA without any further act or deed on the part of the Transferee Company. However, the fee paid by the Transferor Company on its Authorised Capital prior to its amalgamation with the transferee company shall be set off against the fees payable by the transferee company on its Authorised Capital enhanced by the amalgamation as provided under Section 233(11) of the Companies Act, 2013. 12.4 The Memorandum and Articles of association of the Transferee Company (relating to authorized share capital) shall without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purpose of effecting this amendment, and no further resolution(s) under Section 13, 14, 61, 64 or any other applicable provisions of the 2013 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 utilised and applied to the increased authorized share capital of the Transferee Company. Pursuant to the approval of this Scheme by the Tribunal and consequent upon the amalgamation of the Transferor Company with the Transferee Company, the authorized share capital of the Transferee Company will be Rs.30,10,00,000/- (Rupees Thirty Crore and Ten Lakh only) divided into 15,05,00,000 (Fifteen Crore and Five Lakh) equity shares of Rs. 2/- (Rupees Two only) each.

Memorandum of Association:

ACCOUNTING 13.

Accounting of amalgamation in the books of Transferee Company:

Upon approval of this Scheme by the Tribunal, with effect from the Appointed Date, since the transaction $13.1$ involves entities which are ultimately controlled by the same parties before and after the transaction, for the purpose of accounting and dealing with the value of assets and liabilities of the Transferor Company, the Transferee Company shall account for the amalgamation in accordance with 'Pooling of Interest Method' laid down in Appendix C 'Business Combinations of entities under common control' of Ind AS - 103 'Business Combinations' notified under the provisions of the 2013 Act, read along with relevant rules framed thereunder and other applicable accounting standards.
13.2 The Transferee Company shall record the assets, liabilities and reserves relating to the Transferor Company vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Company on the close of business hours on 31st day of March, 2020.
13.3 The identity of the reserves of the Transferor Company, if any, shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner in which they appeared in the financial statements of the Transferor Company.
13.4 The investment made in the Share Capital of the Transferor Company held by the Transferee Company shall stand cancelled. The difference, if any, arising between the investments directly held by the Transferee Company and assets, liabilities and reserves of the Transferor Company shall be accounted based on the accounting principles prescribed under Ind AS - 103, i.e. shall be transferred to the Capital Reserve.
13.5 The amount of any inter-company balance/ amounts between the Transferor Company and Transferee Company, appearing in the books of account of the Transferee Company, shall stand cancelled. In case of any differences in the accounting policies between the Transferee Company and the Transferor Company, the accounting policies followed by the Transferee Company shall prevail to ensure that the financial statements reflect the financial position on the basis of consistent accounting policies.

PART III

GENERAL TERMS AND CONDITIONS

CONSEQUENTIAL MATTERS RELATING TO TAX AND COMPLIANCE WITH LAW 14.

This Scheme has been drawn up to comply with the conditions relating to "Amalgamation" as specified $14.1$ under the tax laws, including section 2(1B), Section 47 and other relevant sections of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the aforesaid provisions of the tax laws shall prevail. The Scheme shall then stand modified to the extent determined necessary to comply with the said provisions. Such modification will however not affect other parts of the Scheme. The power to make such ame indments as may become necessary shall vest with the Board of Directors of the Transferor Company and the Transferee Company, which power shall be exercised reasonably in the best interest of the company concerned.

1828

Upon approval of this Scheme by the Tribunal, all taxes / cess / duties payable by or on behalf of the $14.2$ Transferor Company up to the Appointed Date and onwards including all or any refunds and claims, including refunds or claims pending with the revenue authorities for all purposes, be treated as the tax / cess / duty, liabilities or refunds and claims of the Transferee Company.

14.3 It is clarified that the entire taxes, including but not limited to prepaid taxes being tax deducted at source (TDS)/advance tax, MAT credits including the unutilized MAT credit upto the Appointed Date (1st April, 2020), if any, and also self-assessment taxes, if any, paid by the Transferor Company under the Income Tax Act, 1961 or any other statute in respect of income of the Transferee Company assessable for the period commencing on Appointed date (1st April, 2020), shall be deemed to be the taxes paid by the Transferee Company and credit for such taxes shall be allowed to the Transferee Company notwithstanding that certificates or challans or orders for such taxes are in the name of the Transferor Company and not in the name of the Transferee Company.

14.4 Upon approval of this Scheme by the Tribunal, the Transferee Company is expressly permitted to revise its income-tax returns, excise & CENVAT returns, service tax returns, other tax returns including GST and to restore as input credit of service tax/GST including IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company, in all the states adjusted earlier or claim refunds / credits.
14.5 The Transferee Company is also expressly permitted to claim refunds, credits, restoration of input CENVAT credit, GST including IGST input tax credit, CGST input tax credit and SGST input tax credit for the registrations of the Transferor Company, in all the states and tax deduction in respect of nullifying of any transaction between or amongst the Transferor Company and Transferee Company as the case may be.
14.6 In accordance with the CENVAT Credit Rules framed under Central Excise Act, 1944, as are prevalent on the Date of approval of this Scheme by the Tribunal, the unutilised credits relating to excise duties paid on inputs / capital goods / input services lying in the accounts of the undertaking of the Transferor Company shall be permitted to be transferred to the credit of the Transferee Company, as if all such unutilised credits were lying to the account of the Transferee Company. The Transferee Company shall accordingly be entitled to set off all such unutilised credits against the excise duty / service tax pavable by it.
Upon approval of this Scheme by the Tribunal, the Transferee Company is expressly permitted to $14.7$ revise its financial statements to give effect to the amalgamation of the Transferor Company pursuant to the provisions of the Scheme.

15. SCHEME CONDITIONAL ON APPROVAL / SANCTIONS

15.1 The Scheme is conditional upon and subject to:
Approval by requisite majority of the members and creditors of Transferor Company and $(a)$ Transferee Company as may be directed by the NCLT either by way of convening a meeting or by way of a dispensation on production of consent affidavits or no-objection certificates;
Approval of the scheme by relevant regulatory authorities; $(b)$
Sanction of the Scheme by the NCLT; $(c)$
Certified copies of the orders of the NCLT, sanctioning the Scheme being filed with the Registrar $(d)$ of Companies.
15.2 In the event of this Scheme failing to take effect finally, this Scheme shall become null and void and in that case no rights and liabilities whatsoever shall accrue to or be incurred inter-se by the parties or their shareholders or creditors or employees or any other person.

16. APPLICATION TO THE NCLT

16.1 The Transferor Company and the Transferee Company shall, with all reasonable dispatch, make and file applications/petitions jointly to the NCLT, under Sections 230 to 232 of the 2013 Act and other applicable provisions of the 2013 Act, seeking orders for dispensing with or convening, holding and conducting of the meetings of the classes of their respective members and / or creditors and for sanctioning this Scheme, with such modifications as may be approved by the NCLT.
Upon this Scheme being approved by the requisite majority of the respective members and creditors of $.16.1$ the Transferor Company and the Transferee Company, (as may be directed by the NCLT in the manner
specified under clause 16.1) the said Companies shall, with all reasonable dispatch, apply to the NCLT, for sanction of this Scheme under Sections 230 to 232 of the 2013 Act and other applicable provisions of the 2013 Act, and for such other order or orders, as the said NCLT may deem fit for carrying this Scheme into effect.
16.2 Upon approval of this Scheme by the Tribunal, the shareholders of the Transferor Company and the Transferee Company shall be deemed to have also accorded their approval under all relevant provisions of the 2013 Act for giving effect to the provisions contained in this Scheme.

17. COMPLIANCE WITH SEBI REGULATIONS:

17.1 Since the present Scheme solely provides for amalgamation of the wholly owned subsidiary with its parent company, no formal approval, is required from the Stock Exchanges or Securities and Exchange Board of India ('SEBI') for the Scheme, in terms of provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017, and SEBI Circular No. CFD/DIL3/CIR/2017/21, dated 10th March, 2017, and Circular No. CFD/DIL3/CIR/2018/2, dated January 03, 2018, and other applicable provisions, if any.
17.2 In terms of the SEBI Regulations, the present Scheme of Amalgamation is only required to be filed with BSE and NSE (the Stock Exchanges where the Transferee Company is listed) for the purpose of disclosure and dissemination on its website.
17.3 The Transferee Company will comply with the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Listing Agreement, SEBI Regulations, SEBI Circulars and other applicable provisions, if any, in connection with the Scheme and other connected matters.

MODIFICATIONS / AMENDMENTS TO THE SCHEME 18.

The Transferor Company and Transferee Company represented by their respective Board of Directors, $18.1$ may make and / or consent to any modifications / amendments to the Scheme or to any conditions or limitations that the NCLT or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them (i.e. the Board of Directors).
The Transferor Company either individually or together, and the Transferee Company shall be at liberty $18.2$ to withdraw from this Scheme, in case of any condition or alteration imposed by the NCLT or any other authority or any bank or financial institution is unacceptable to them or otherwise if so mutually agreed.

The Transferor Company and Transferee Company by their respective Board of Directors shall be $18.3$ authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or order of any other authority or otherwise however arising out of or under or by virtue of the Scheme and / or any matter concerned or connected therewith.

EFFECT OF NON-RECEIPT OF APPROVALS/ SANCTIONS 19.

In the event of any of the said sanctions/approvals not being obtained and / or the Scheme not being sanctioned by the NCLT, this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and / or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

COST, CHARGES, AND EXPENSES 20.

[831]

$[832]$

BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL AMARAVATI BENCH AT HYDERABAD

C.A. (CAA) NO.1/230/AMR/2021

IN THE MATTER OF COMPANIES ACT, 2013 AND IN THE MATTER OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT AND IN THE MATTER OF SCHEME OF AMALGAMATION

BETWEEN

CCL BEVERAGES PRIVATE LIMITED ('TRANSFEROR COMPANY') AND CCL PRODUCTS (INDIA) LIMITED ('TRANSFEREE COMPANY') AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CCL PRODUCTS (INDIA) LIMITED, a Company incorporated under the
provisions of Companies Act, 1956, bearing CIN: L15110AP1961PLC000874 and having its registered office situated at Duggirala, Guntur, AP 522330, India represented by its Company Secretary, Sridevi Dasari email: [email protected], Ph: 04023732455

....Applicant/ Transferee Company

AFFIDAVIT - REPORT BY CHAIRPERSON FOR TRADE / SUNDRY CREDITORS

Filed on: 16.04.2021

Filed by: J. Basava Raju Chairperson appointed for the meeting for Trade Creditors Flat No. 303, Sumitra Mansion, H. No. 6-3-609/13/1, Anand Nagar Colony, Khairatabad, Hyderabad - 500 004.

AI assistant

CCL Products (India) Ltd. — M&A Activity 2021

61302_rns_2021-04-23_68275f54-1325-4965-a87e-537e244cbc84.pdf

Ref: Company Code - 519600

CCL BEVERAGES PRIVATE LIMITED

MASTER INDEX

CCL BEVERAGES PRIVATE LIMITED

INDEX

CCL BEVERAGES PRIVATE LIMITED

CCL PRODUCTS (INDIA) LIMITED

INDEX

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

AMARAVATI BENCH AT HYDERABAD

CONNECTED WITH

AND

AND

BETWEEN

CCL BEVERAGES PRIVATE LIMITED

(TRANSFEROR COMPANY)

AND

CCL PRODUCTS (INDIA) LIMITED

(TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

JOINT COMPANY PETITION SEEKING SANTION TO THE SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 READ WITH RULE OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

DETAILS OF PETITIONER COMPANIES I.

The present main objects of the Transferor Company are as follows:

П. JURISDICTION OF THE BENCH

III. LIMITATION

IV. FACTS OF THE CASE

(C) SCOPE OF THE SCHEME

PARTS OF THE SCHEME (D)

3. Clause 5 of the Scheme - Legal Proceedings:

5. Clause 9 of the Scheme - Dissolution of the Transferor Company:

6. Clause 11 of the Scheme - Consideration:

Memorandum of Association:

(D) COMPLIANCE OF ACCOUNTING STANDARD

(E) BOARD RESOLUTION OF THE RESPECTIVE PETITIONER COMPANIES APPROVING THE SCHEME OF AMALGAMATION

(F) INTEREST OF DIRECTORS IN THE PROPOSED SCHEME OF AMALGAMATION

(G) INTIMATION TO THE STOCK EXCHANGES

(H) JOINT COMPANY APPLICATION NO. CA (CAA) No. 1/230/AMR/2021:

(I) MEETINGS OF THE EQUITY SHAREHOLDERS:

(J) MEETINGS OF THE TRADE / SUNDRY CREDITORS:

(K) DECLARATION BY THE PETITIONER COMPANIES

(L) INTERIM DIRECTIONS

$\mathbf{V}$ . PRAYERS

AFFIDAVIT VERIFYING PETITION

AFFIDAVIT VERIFYING PETITION

SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ALL OTHER APPLICABLE PROVISIONS OF THE SAID ACT BETWEEN CCL BEVERAGES PRIVATE LIMITED (TRANSFEROR COMPANY) AND

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PREAMBLE OF THE SCHEME $(A)$

DESCRIPTION OF COMPANIES $(B)$

$[262]$

$[263]$

OBJECTIVES OF THE SCHEME $(C)$

$[264]$

SCOPE OF THE SCHEME $(D)$

$(E)$ PARTS OF THE SCHEME

PART I DEFINITIONS AND INTERPRETATIONS

$1-$ DEFINITIONS

INTERPRETATIONS $22$

[267]

$2.3$ DATE OF TAKING EFFECT

PART II

AMALGAMATION OF CCL BEVERAGES PRIVATE LIMITED (TRANSFEROR COMPANY) WITH CCL PRODUCTS (INDIA) LIMITED (TRANSFEREE COMPANY)

TRANSFER AND VESTING OF UNDERTAKING OF TRANSFEROR COMPANY 3.

INTER- SE TRANSACTIONS: 4.

LEGAL PROCEEDINGS 5.

6. CONTRACTS, DEEDS, OTHER INSTRUMENTS

STAFF, WORKMEN, AND EMPLOYEES 8.

VALIDITY OF EXISTING RESOLUTIONS 10.

CONSIDERATION $11.$

SUB DIVISION OF FACE VALUE OF EQUITY SHARES OF THE TRANSFEROR COMPANY AND $12.$ CONSOLIDATION OF AUTHORIZED CAPITAL OF THE TRANSFEROR COMPANY WITH THE AUTHORISED CAPITAL OF THE TRANSFEREE COMPANY

Memorandum of Association:

ACCOUNTING $13.$

PART III

GENERAL TERMS AND CONDITIONS

CONSEQUENTIAL MATTERS RELATING TO TAX AND COMPLIANCE WITH LAW 14.

$[274]$

CCL Products (India) Ltd. M&A Activity 2021

$1_-$ DEFINITIONS

INTERPRETATIONS $2²$