Dear Sir(s)/Madam,

Mumbai 400 051.

Symbol: DCW

Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

Dalal Street, Mumbai - 400 001.

Scrip Code: 500117

Pursuant to Regulation 30 of the SEBI Listing Regulations and fmther to our letter dated Januaiy 23, 2026, regarding intimation about approval of the Scheme by the Hon 'ble National Company Law Tribunal ("NCLT"), Ahmedabad Bench, vide its order dated January 22, 2026 ("Order"), we inform you that the certified trne copy of the order was received by the Company on Januaiy 29, 2026, and the same shall be filed with the Registrar of Companies, Ahmedabad, by the Company, the Transferor Company 1 and the Transferor Company 2 as per the applicable laws. Accordingly, the Scheme shall become effective upon filing of the same with the Registrar of Companies, Alunedabad.

The certified true copy of the NCLT order along with the Scheme of Amalgamation is attached herewith for your reference.

We request you to kindly take the above on record.

Thanking You,

Yours faithfully,

DILIP

DARJI

For DCW Limited

VISHNUBHAI Digitally signed by DILIP VISHNUBHAI DARJI Date: 2026.01.30 15:25:55 +05'30'

Dilip Darji Sr. General Manager (Legal) & Company Secretary Membership No. ACS-22527

Encl: as above

DCW LIMITED

HE.A.O OFFICE : "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAl-400 021. TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE: DHRANGADHRA- 363 315 (GUJRAT ST/I.TE) Email: ho@dcwltd com, Website www.dcwltd.com, CIN-L24110GJ1i139PLC000748

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT -1, AHMEDABAD

ITEM No.301 C.P.(CAA)/58(AHM)2025 in C.A.(CAA)/51 (AHM)2025

Under Secti~n 230-232 of the Companies Act, 2013

IN THE MATTER OF:

Dhrangadhara Trading Company Private imited Sahu Brothers Private Limited DCW Limited

........ Applicants

Order delivered on: 22/01/2026

CORAM:

MR. SHAMMI KHAN, HON'BLE MEMBER (J) MR. SANJEEV SHARMA, HON'BLE MEMBER (T)

ORDER (Hybrid Mode}

The case is fixed for the pronouncement of the order. The order is pronounced in open Court, vide separate sheet_.

SANJEEV SHARMA MEMBER (TECHNICAL)

SHAMMI KHAN MEMBER (JUDICIAL)

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT-1, AHMEDABAD

CP(CAA)/ 58(AHM)2025 In CA(CAA)/ 5 l(AHM)2025

[Company Petition under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016].

In the matter of Scheme of Amalgamation

Memo of Parties

Dhrangadhara Trading Company Private Limited

CIN:U99999GJ1942PTC163556 A company incorporated under the provisions of the erstwhile Indian Companies Act, 1913 and valid and subsisting under the Companies Act, 2013, having its registered office at: Dhrangadhra, Surendra Nagar - 363310, Gujarat, India.

... Petitioner Company No.1 /Transferor Company No. 1

Sahu Brothers Private Limited

CIN: U65910GJ1949PrC163598 . · -,(~-~~~~ A company incorporated under ' i/ ( • ..... i:, • '{ J ,. the provisions of the erstwhile I • f I • ^~.', l.. -. Indian Companies Act, 1913 and • # ^~ ,.,.. ,/ • :, ^~•~ .. : :::, . ~· • valid and subsisting under the L." ,~- _.. ••• Companies Act, 2013, having its registered office at: Dhrangadhra, Surendra Nagar - 363310, Gujarat, India.

... Petitioner Company No.2 /Transferor Company No.2

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------------------------------- CP(CAA)/ 58(AHM)2025 in CA(CAA)/ 51 (AHM)2025 Dhrangadhara Trading Company Put. Ltd. & Ors.

Page 1 o/38

DCW Limited

CIN: L24110GJ1939PLC000748 A company incorporated under the provisions of the erstwhile Indian Companies Act, 1913 and valid and subsisting under the Companies Act, 2013, having its registered office at: Dhrangadhra, Gujarat, India - 363315. ... Petitioner Company No.3

/ Transferee Company

Order Pronounced on 22.01.2026

Standing Counsel

CORAM:

MR. SHAMMI KHAN, HON'BLE MEMBER (JUDICIAL) MR. SANJEEV SHARMA, HON'BLE MEMBER (TECHNICAL)

A P P E A R A N C E:

For the Petitioner Companies	Mr. Ravi Pahwa, Advocate Gunjan Aggarwal, a .w. Ms. Advocate
For the Regional Director	Mr. Shiv Pal Singh, Deputy Director
For the Income Tax Dept.	Junior Ms. Kinjal Trivedi,

ORDER Per Bench

This joint Company Petition viz., CP(CAA)/58(AHM) 2025 in CA(CAA)/Sl(AHM)/2025, has been filed by the petitioner companies under Sections 230 to 232 and other applicable provisions of the Companies Act and read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 (hereinafter referred to as "Companies (CAA) Rules,

2016"), seeking approval of the proposed Scheme of Amalgamation (Scheme) with effect from 01.07.2024, being the Appointed Date as mentioned in the Scheme. The said Scheme is annexed as "Annexure-J'' to the Company Petition (Pg. 340 to 358).

2. Affidavits dated 21 .11.2025 1n support of the Company Petition, were sworn by Ramu Malkani, the Authorized Signatory of the Transferor Company No. 1 and Ashish Jain, the Authorized Signatory of the Transferor Company No. 2 and Dilip Darji, the Authorized Signatory . of the Transferee Company, duly authorized vide Board Resolutions dated 13.02.2025 of Petitioner Companies. The aforesaid affidavits and board resolutions are placed on record along with the company petition. The Board Resolutions dated 13.02.2025 are annexed at Annexure-H (Colly) to the company petition.
3. The proposed Scheme, inter alia, provides for Amalgamation of the Transferor Company No. l /Dhrangadhara Trading Company Private Limited, Transferor Company No.2/Sahu Brothers Private Limited with the Transferee Company /DCW Limited with effect from the Appointed Date i.e. 01.07.2024.

Dhrangadhara Trading Company Private Limited / Transferor Company No.1

It is a private limited company incorporated on 21.10.1942 under the provisions of the Indian Companies Act, 1913,

1...---'"'

with the Registrar of Companies, Gujarat. Subsequently, the registered office was shifted from Gujarat to Maharashtra. Thereafter, the registered office was again shifted back to the State of Gujarat via order dated 26.03.2025 issued by Regional Directior and currently situated at Dhrangadhra, Surendra Nagar-363310, Gujarat, India. As on 30.06.2025, the authorized share capital was Rs.10,00,000/- and the issued, subscribed and paid-up share capital was Rs.51 ,800/-.

5. Sahu Brothers Private Limited / Transferor Company No.2

It is a private limited company incorporated on 04.04.1949 under the provisions of the Indian Companies Act, 1913 with the Registrar of Companies, Gujarat in the name and style of Sahu Brothers Saurashtra Private Limited. Subsequently, its registered office was shifted from the State of Gujarat to the State of Maharashtra. Thereafter, the company's name was changed to its present name i.e. Sahu Brothers Private Limited with effect from 23.11.2007. Further, the registered office was shifted back to the State of Gujarat via order da ted 25.03.2025 issued by Regional Director and currently located at Dhrangadhra, Surendra Nagar-363310, Gujarat, India. As on 30.06.2025, the authorized share capital was Rs.10,00,00,000 /- and the issued, subscribed and paid-up share capital was Rs.9,74,55,900 /-.

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DCW Limited /Transferee Company \_.---"

CP{CAAJ/ 58{AHM)2025 in CA/CAA)/ 51 {AHM)2025 Dhrangadhara Trading Company Put. Ltd. & Ors.

It is a public limited company, and the shares are listed on BSE Limited and National Stock Exchange of India Limited. It is incorporated on 28.01 .1939, under the provisions of the Indian Companies Act, 1913, in the name and style of Dhrangadhra Chemical Works Limited and its registered office is situated at Dhrangadhra, Gujarat, India - 363315. Gujarat. Subsequently, the company's name was changed from Dhrangadhra Chemical Works Limited to its present name i.e. DCW Limited with effect from 08.04.1987. It is a prominent chemicals manufacturer in India. As on 30.06.2025, the authorized share capital was Rs.70,00,00,000/- and the issued, subscribed and paid-up share capital was Rs.59,03,10,034/-.

The Petitioner Companies had filed a joint Company Application before this Tribunal, being CA(CAA)/51(AHM)2025 on 10.09.2025. The said company application was allowed by this Tribunal vide order dated 26.09.2025. Further, the Petitioner Companies had filed Comp. App/ 38(AHM)2025 seeking certain modification to the aforesaid order. This Tribunal vide order dated 09.10.2025 allowed the said Comp. App/38(AHM)2025 and directed for convening and holding separate meetings of equity shareholders of all the Petitioner Companies, secured creditors and unsecured creditors of the Transferee Company on 15.11.2025. There were no secured creditors or unsecured creditors in the Transferor Company No. l and Transferor Company No.2 as well as there were no

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preference shareholders in the Petitioner Companies. Further, vide order dated 26.09.2025, this Tribunal directed for issuance of notice to Central Government through the Regional Director, to the Registrar of Companies, Gujarat, to the Official Liquidator (for Transferor Companies), to SEBI, BSE, NSE and to the Reserve Bank of India, and to the concerned Income Tax Department and copy to the Principal Chief Commissioner of Income Tax Office as well as other Sectorial Regulators, if applicable, who may have significant bearing on the operation of the Applicant Companies.

In compliance with the order dated 26.09.2025 passed by this Tribunal in CA(CAA) / 51 (AHM)2025 read with order dated 09.10.2025 passed in Comp. App/38(AHM)2025, the Applicant Companies filed affidavit of service of notice on 12.11.2025, vide Inward No. D7429, regarding service of notice upon Statutory /Regulatory Authorities as well as notice upon the equity shareholders of the applicant companies and secured and unsecured creditors of the Transferee Company along with proof of paper publication.

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The aforesaid meetings were duly convened and held on 15.11.2025 and the Chairman has filed his reports through e-mode on 18.11.2025 regarding the result of the aforesaid meetings before this Tribunal in compliance with the order vide order dated 26.09.2025 read with . order dated 09.10.2025.

CP(CAA)/58(AHM)2025 in CA(CAA)/51{AHM)2025 Dhrangadhara Trading Company Put. Ltd. & Ors.

10. RATIONALE OF THE SCHEME:

The Application states the following regarding the rational of the Scheme:

" It is proposed to amalgamate the Transferor Companies into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Companies to directly hold shares in the Transferee Company. It is envisaged that the following benefits would, inter alia, accrue to the Transferee Company:

a) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Companies into the Transferee Company;
b) The amalgamation will result in the direct holding of shares by the promoters in the Transferee Company. This will not only reduce shareholding tiers but also reinforce the promoter group's direct commitment and engagement with the Transferee Company;
c) The promoters group's shareholding in the Transferee Company will remain unchanged pre and postamalgamation. Additionally, there will be no impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the Scheme shall be borne by the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.
d) The shareholders of the Transferor Companies shall indemnify and keep the Transferee Company indemnified for liability, claim, demand, if any, which may devolve on the Transferee Company on account of this amalgamation.

--- ------------------------------ CP(CAA)/ 58(AHM)2025 in CA{CAA)/ 51 (AHM)2025 Dhrangadhara Trading Comp any Pvt. Ltd. & Ors.

Accordingly, the Board of Directors of the Transferor Companies and the Transferee Company have formulated this Scheme for transfer and vesting of the Transferor Companies with and into the Transferee Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). The scheme will not be prejudicial to the interests of the shareholders, employees, creditors, customers and other stakeholders of the Transferor Companies and the Transferee Company, and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the scheme."

11. After complying with all the directions given in the order dated 26.09.2025 passed in CA(CAA)/5l(AHM)2025 read with order dated 09.10.2025 passed m Comp. App/38(AHM)2025, by this Tribunal, the Second Motion Petition was filed by the Petitioner Companies on 27.11.2025 (e-filed on 24.11.2025), vide Inward Diary No. E 3039, seeking sanction of the proposed Scheme.
12. This Tribunal vide order dated 27.11.2025, passed in CP(CAA)/58(AHM)2025, directed the petitioner companies for issuance of notice to the Statutory/ Regulatory Authorities namely (i) Central Government through the Regional Director (North-Western Region), (ii) Registrar of Companies, Gujarat, (iii) the Official Liquidator (iv) to SEBI, BSE, NSE and to the Reserve Bank of India (v) to the concerned Income Tax Authorities, as well as to the concerned Statutory Regulators / Sectorial Regulators, if applicable. Further, directed to publish the notice in two newspapers i.e. in "Indian Express" in English and Gujarati

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translation thereof m "Financial Express", Ahmedabad edition.

13. In compliance of order dated 27.11.2025, passed in CP(CM)/58(AHM)2025, the petitioner companies filed affidavit of service dated 22.12.2025, vide inward no. D8771 on 31.12.2025 in respect of service of notice upon the aforesaid statutory/ regulatory authorities along with proof of service as well as proof of publications of notice of hearing of the petition in "Indian Express", in English and Gujarati translation thereof in "Financial Express", Ahmedabad edition on 10.12.2025.
14. Pursuant to the service of notice upon the statutory/ regulatory authorities, responded: following authorities have

STATUTORY/REGULATORY AUTHORITIES OBSERVATION & RESPONSE THEREOF

A. Regional Director and ROC

In response to the notice served upon the Regional Director (RD), a representation/report dated 07.01.2026 was filed by the RD, North-Western Region, on 09.01.2026, vide Inward Diary No. RS0, along with report of the Registrar of Companies (RoC) dated 20.11.2025. They have made some observations in their reports. The petitioner companies filed an affidavit in reply dated 12.01.2026, vide Inward Diary No. D321, on 13.01.2026, 1n response to the representation/ reports of RD and RoC.

RD's Observation

i) Para-7(i), as per the Scheme, the authorized share capital of the Transferor Companies amounting to Rs.10,10,00,000/- will be added to the authorized share capital of the Transferee Company and the consolidated authorized share capital of the Transferee Company post-merger will be Rs.80,10,00,000/-. The Transferee Company shall pay the differential fees and stamp duty, if any, on the authorized share capital after set-off the fee/ stamp duty paid by the Transferor Companies on its authorized capital pnor to amalgamation in compliance of provisions of Section 232(3)(i) of the Companies Act, 2013.

Response of the petitioner companies: The petitioner companies undertake to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013.

ii)

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Para-7(ii), that the Petitioner Transferee Company namely DCW Limited is listed with the BSE & NSE, and the transferee company has submitted copies of observation letters dated 13.08.2025 and 14.08.2025 issued by BSE and NSE to the Transferee Company. The SEBI circulars are issued to ensure compliance by listed companies in the interest of shareholders at large. Hence, all applicable SEBI circulars are binding, and the petitioner company is required to comply with their provisions.

Response of the petitioner companies: It is submitted that the Transferee Company duly complied with the observation letters dated 13.08.2025 and 14.08.2025 issued by the BSE Ltd. and NSE Ltd. The Transferee Company further undertakes to comply with SEBI Master Circular, so far as it relates to the post Scheme compliances.

iii) In para-7(iii), it is submitted as follows:-

It is mentioned under the head accounting treatment at clause 15 of the scheme are as follows:-

"Upon the Scheme being effective and with effect from the Appointed Date, Transferee Company shall account for the Amalgamation of Transferor Companies into and within its books of accounts in accordance with the "Pooling of Interest Method" prescribed under the Indian Accounting Standard 1 03 on Business Combinations and other Indian Accounting Standards, as applicable, and notified under Section 133 of the Act read with relevant rules framed thereunder and other accounting principles generally accepted in India. "

In this regard, it is observed from the aforementioned para in the scheme that it is not mentioned clearly about accounting treatment for the transferee company with regard to assets, liabilities and reserves of the transferor company post amalgamation. The a ccounting treatment has not been specified clearly which does not reflect clear picture as to how the

CP(CAA)/58(AHM)2025 in CA(CAA)/51(AHM)2025 Dhrangadhara Trading Company Put. Ltd. & Ors.

assets, liabilities and reserves are going to be dealt with post amalgamation.

Therefore, this Tribunal may be pleased to direct the petitioner companies to clarify the treatment in books of accounts of transferor and transferee company in the matter particularly w.r.t. Assets, Liabilities, Revenue Reserves, Capital Reserve, Goodwill etc. in the best interest of the stakeholders at large as the company being a listed company.

Reply of the petitioner companies: It is submitted that the accounting treatment for the amalgamation has been clearly provided in the Scheme and is in strict compliance with the provisions of Indian Accounting Standard (Ind AS) 103- Business Combinations, more particularly, Appendix C thereto, which prescribes the "Pooling of Interest Method" for accounting of common control business combinations. The certificate certifying the Accounting Treatment has been duly certified by the Statutory Auditors of the Transferee Company, same is annexed to the company petition as Exhibit-4. The applicant companies have reproduced paras-8 to 12 of Appendix C of Ind AS 103. It is further submitted that the accounting treatment prescribed in Clause 15 of the Scheme is fully aligned with Appendix C of Ind AS 103, notified under Section 133 of the Companies Act, 2013, and adequately ' addresses the treatment of assets, liabilities, reserves, <1!__ ________________ --A,...,,::::...___..

CP(CAA)/ 58(AHM)2025 in CA(CAAJ/ 51 (AHMJ2025 DhraRgadhara Trad ing Company Put. Ltd. & Ors.

capital reserve, revenue reserves and goodwill post amalgamation.

iv) In para-7(iv), it is submitted that at clause 16 of the scheme which is as follows:-

"Upon the Scheme becoming effective, in part or in . whole, and as an integral part of the Scheme, (i) the preference share capital of the Transferor Company 1 shall be reclassified as the equity share capital; (ii} the resultant authorized, issued, subscribed and paid up share capital of the Transferor Company 1 and the Transferor Company 2 shall be reclassified/ reorganized such that each equity share of INR 100 each of the Transferor Company 1 and the Transferor Company 2 is reclassified I reorganized as 50 equity shares of INR 2 each."

In this regard, this Tribunal may please be directed to the applicant transferor companies to make the compliance of Sections 13 and 61 of the Companies Act, 2013 and file relevant e-form with applicable fee before concerned RoC.

Reply of the petitioner companies: It is submitted that Clause 16 of the Scheme clearly provides for reclassification and reorganization of the share capital of the Transferor Companies upon the Scheme becoming effective. As per the said clause, the preference share capital of Transferor Company 1 shall be reclassified as equity share capital and further, the authorized, issued, subscribed and paid-up share capital of the Transferor Company 1 and Transferor Company 2 shall be reclassified/ reorganized such that

CP(CAAJI 58{AHM)2025 in CA(CAA)/ Sl(AHM)2025 Dhrangadhara Trading Company Pvt. Ltd. & Ors.

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each equity share of INR 100 /- each shall stand reclassified into 50 equity shares of INR 2/- each. The petitioner companies undertake that the aforesaid reclassification and reorganization of share capital shall be carried out strictly in accordance with the provisions of Sections 13 and 61 of the Companies Act, 2013 and the applicable rules made thereunder. They undertake to make necessary compliances, including filing of requisite e-forms along with applicable fees, with the jurisdictional Registrar of Companies, as may be required, pursuant to the Scheme becoming effective.

v) This Tribunal to direct the petitioner companies to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy, or no change is made.

Response of the petitioner companies: The petitioner companies affirmed that the Scheme enclosed along with the Company Application and Company Petition are one and same and there are no discrepancies or changes made.

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vi) This Tribunal may kindly direct the Petitioner Companies to file an affidavit to the extent that no CIRP proceeding under IBC and/ or winding up petition against applicant companies are pending.

CP{CAA)/ 58(AHM)2025 in CA{CAA)/ 51 (AHMJ2025 Dhrangadhara Trading Company Put. Ltd. & Ors.

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Response of the petitioner companies: The petitioner companies affirmed that no CIRP proceeding under IBC and/ or winding up petition against the petitioner companies are pending.

The RD in the representation further submitted that this Tribunal may be pleased to direct the Petitioner Companies;

(i) To preserve its books of accounts, papers and records and shall not be disposed of without prior permission of Central Government as per the provisions of Section 239 of the Companies Act, 2013.

Response of the petitioner companies: The petitioner companies undertake to preserve the books of accounts, papers and records and shall not dispose of without prior permission of Central Government as per the provisions of Section 239 of the Companies Act, 2013.

(ii) To ensure statutory compliance of all applicable laws and on sanctioning of the present scheme, the petitioner companies shall not be absolved from any of its statutory liabilities, in any manner.

Response of the petitioner companies: The petitioner companies undertake to ensure statutory compliance of all the applicable laws and on sanctioning of the present Scheme, shall not be absolved from any of its statutory liabilities, in any manner.

(iii) Necessary Stamp Duty on transfer of property/ assets, if any, is to be paid to the respective authorities before implementation of the Scheme.

Response of the petitioner companies: The petitioner companies undertake to file Adjudication Application before the Stamp Duty Authorities, as may be required in accordance with applicable State Laws for determination of Stamp Duty payable on the Order and the Scheme.

(iv) The petitioner companies involved in the Scheme to comply with the provisions of Section 232(5) of the Companies Act, 2013 with respect to filing of the certified copy of the order sanctioning the scheme with Registrar of Companies within 30 days from the date of passing order.

Response of the petitioner companies: The Petitioner Companies undertake to comply with the provisions of Section 232(5) of the Companies Act, 2013 with respect to filing certified copy of order sanctioning the scheme with Registrar of Companies within 30 days from the date of passing order or within an extended timeline with payment of additional fees, as may be levied by RoC from time to time.

(v)

The petitioner companies shall undertake to comply with the Income Tax/GST law and any demand/taxes payable on implementation of the said scheme as per law.

CP(CM)/ 58/AHMJ2025 in CA/CAA)/ 51 (AHM)2025 Dhrangadhara Trading Company Pvt. Ltd. & Ors.

Response of the petitioner companies: The petitioner companies undertake to comply with the Income Tax / GST law and any demand/ taxes payable on implementation of the said scheme as per law, if any.

RoC's Observation

The observations of the Registrar of Companies have already been incorporated in the representation filed by the Regional Director. The petitioner companies have duly submitted their replies and have also furnished the requisite undertakings in response to the said representation of the Regional Director/ the Registrar of Companies.

15. The Official Liquidator

In response to the notice served upon the Official Liquidator (OL), representations/reports dated 23.12.2025 were filed by the 01 on 24.12.2025 vide Inward Diary No. R584, in respect of the Transferor Companies. In response of the representations of the OL, joint affidavit in reply dated 05.01.2026 was filed by the petitioner companies on 09.01.2026, vide Inward Diary No. Dl26.

OL's Observation

(i) The Transferor Companies have filed their Audited Annual Accounts (Balance Sheet} with the Registrar of Company up to 31.03.2024.

(ii) The Transferor Companies have not accepted Deposits under Section 73 of the Companies Act, 2013. Further, the maintaining of cost record is not applicable to the companies. Moreover, the Transferor Companies are not required to register with RBI as a NBFC.
(iii) The Transferee Company has undertaken to engage and continue the employment of all employees of the Transferor Companies on terms and conditions that are not less favourable than those on which they are engaged by the Transferor Companies without any interruption of services as a result of the amalgamation of the Transferor Companies with Transferee Company. Further, with effect from the effective date, the Provident Fund, Gratuity Fund, Superannuation Fund and/ or other Funds and including any surplus in any such Funds created or existing for the benefit of the employees of the Transferor Companies shall be transferred and vested in the corresponding Funds of the Transferee Company in due course.

(iv) This Tribunal may be pleased to direct the Transferor Companies to preserve its books of accounts, papers and records and shall not be disposed of without prior perm1ss10n of Central Government as per the provisions of Section 239 of the Companies Act, 2013.

Response of the petitioner companies: The petitioner companies undertake to preserve their books of

accounts, papers and records and shall not be disposed of without prior permission of Central Government as per the provisions of Section 239 of the Companies Act, 2013.

(v) To direct the Transferor Companies to ensure Statutory compliance of all applicable laws and on sanctioning of the present Scheme, the Transferor Companies shall not be absolved from any of its Statutory liabilities, in any manner.

Response of the petitioner companies: The petitioner companies undertake to ensure statutory compliance of all applicable laws and on sanctioning of the present Scheme, shall not be absolved from any of its statutory liabilities, in any manner.

(vi} The Transferor Companies Dharangadhara Trading Company Pvt. Ltd. and Sahu Brothers Pvt. Ltd. may be dissolved without following the process of winding-up in terms of sub-section 3(d) of Section 232 of the Companies Act, 2013. Further, the Transferor Companies being dissolved the fee, if any, paid by the Transferor Companies on their Authorized Share Capital shall be set-off against any fees payable by the Transferee Company on its Authorized Capital subsequent to the amalgamation in terms of subsection 3(i} of Section 232 of the Companies Act, 2013.

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CP(CAA)/ 58(AHM)2025 in CA(CAA)/ 5 1 (AHMJ2025 Dhrang adhara Trading Compa ny Pvt. Ltd. & Ors.

Reply of the petitioner companies: The petitioner companies undertake to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013.

(vii) To direct the petitioner companies to lodge a certified copy of the order along with the scheme, with the Superintendent of Stamps concerned for the purpose of adjudication of stamp duty payable, if any.

Response of the petitioner companies: The petitioner companies undertake to lodge a certified copy of the order along with the scheme, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any.

(viii) To direct the companies involved in the scheme to comply with provision of Section 232(5) of the Companies Act, 2013 with respect to filing of certified copy of order sanctioning the scheme with Registrar of Companies within 30 days from the date of passing order.

C) <---r

Response of the petitioner compames: The petitioner companies undertake to comply with provisions of Section 232(5) of Companies Act, 2013 with respect to file certified copy of order sanctioning the scheme with Registrar of Companies within 30 days from the date of passing order.

16. Income Tax Department

CP(CAAJ/58(AHM)2025 in CA(CAAJ/5l (AHM)2025 Dhrangadhara Trading Company Pvt. Ltd. & Ors.

16.1 Pursuant to the notice served upon the Income Tax Department, reports dated 18.12.2025 and 19.12.2025 from the Income Tax Department, Mumbai, were received on 30.12.2025, vide inward nos. 2314 and 2315. The petitioner companies filed their reply to affidavit on 09.01.2026, vide inward no. Dl27.
16.2 In the aforesaid reports, it is submitted that on verification of details from ITBA system, the assesse companies M/s. Dhrangadhara Trading Company Pvt. Ltd. and M/ s. Sahu Brothers Pvt. Ltd. are filing its return of income regularly. It is further submitted that the Transferor Companies and the Transferee Company may kindly be directed to give undertaking that any notice/letter/ order issued by Income Tax Department till the deletion of PAN would be considered valid and shall not be challenged. Further, the assesse may kindly be directed to strictly comply with Section 170A of the Income Tax Act, 1961. It is submitted the rights of the Income Tax Department should remain intact to take out appropriate proceedings regarding rising of any tax demand against the assessee at any future date and these rights should not be adversely affected any view of the sanction of the Scheme. It is further submitted that sanction to the Scheme should not adversely impact the rights of the Income Tax Department for any present or future proceedings. The Department should be at liberty to take appropriate action as per law in case of an event '-.,...,-"

CP(CAA)/ SB(AHM/2025 in CA(CAA)/ 51 (AHM/2025 Dhrangadhara Trading Company Pvt. Ltd. & Ors.

of any tax-avoidance or violation of Income Tax Law or any other similar issue.

Response of the petitioner companies: The petitioner companies undertake that the Income Tax Department shall be at liberty to initiate appropriate proceedings against any of the petitioner companies, particularly, the surv1v1ng company which shall inherit all the past liabilities of the Transferor Companies, subsequent to receiving the sanction of the Scheme by this Tribunal. Further, it is submitted that the Scheme does not in any manner violate or prejudice the rights of the Income Tax Department to adjudicate matters relating to any of the petitioner companies.

17. The equity shares of Petitioner Company No.3/ Transferee Company is listed on Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd. (NSE). The petitioner companies have placed on record No Objections Letters dated 13.08.2025 and 14.08.2025 of BSE and NSE issued to DCW Limited/ Transferee Company.

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8. No other representations or reports have been received from any other statutory /regulatory authorities.

19. Valuation Report

Copy of Valuation Report dated 13.02.2025 of CA Harsh Chandrakant Ruparelia, Registered Valuer, Registration No. IBBI/RV/05/2019/11106, recommending the share

exchange ratio for the proposed Scheme of Amalgamation, is annexed to the company petition as Annexure-K (Pg.367-380). Copy of Fairness Report, dated 13.02.2025 of Seren Capital Pvt. Ltd., on the share exchange ratio recommended by CA Harsh Chandrakant Ruparelia, for the proposed Scheme of Amalgamation, is annexed to the company petition as Annexure-K (Pg. 359-366).

20. Accounting Treatment

The petitioner companies submitted that the accounting treatment specified in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

The Statutory Auditors have certified that the Accounting Treatment proposed in Clause-15 of Part-II of the Scheme is in compliance with Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and circulars issued thereunder and all the applicable accounting standards notified by the Central Government under the Act, read with relevant rules issued thereunder and other generally accepted accounting principles in India. Copy of the certificate dated 13.02.2025 issued by the Statutory Auditors V. Sankar Aiyar & Co., is placed on record as Annexure-1 (Pg.337-339).

companies under Sections 210-217, 219, 220, 223, 224, 225, 226 & 227 of the Companies Act, 2013.

22. The petitioner companies submitted that no winding up petition is pending against the petitioner companies under the provisions of the Companies Act, 2013.
23. The petitioner companies declared that there are no proceedings pending under the provisions of Insolvency and Bankruptcy Code 2016 against the petitioner companies.
24. We have heard the Ld. Counsel for the Petitioner Companies, Ld. Deputy Director for the Regional Director, the representative of the Ld. Official Liquidator; the Ld. Counsel for Income Tax Department and perused the record.

25. OBSERVATIONS OF THIS TRIBUNAL

25.1 Before adverting to the reports of the Regional Director, Registrar of Companies, Income Tax Department, Official Liquidator and, we consider it is necessary to summarise the progress of the case before this Tribunal application was filed seeking approval of the Scheme. after

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		Filed on	Notice issued on	Service Affidavit filed on	Report/ Response received on	Reserved on	Order pronounced on	Meetings held on
	First Motion Application	10.09.2025				18 .09.2025	26.0 9.2025	15.1 1.2025
V	Chairman's Report	18.11.2025						.,,.

CP(CAA)I 58(AHM)2025 in CA(CAA)I 51 (AHM)2025 Dhrangadhara Trading Company Put. Ltd. & Ors.

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2nd Motion Petition	27. 11.2025	27.11.2025	31.12.2025		13.01.2026	22.01.2026
RD Office Report/Roe				09.11.2026
And Petitioner companies' response				13. 11.2026
OL Office Report (s)				24.12.2025
And Petitioner companies' response				09.01.2026
Income Tax Report(s) And				30.12.2025
Petitioner companies' response				09.01.2026

25.2 The Appointed Date of the Scheme is 01.07.2024

25.3 The Scheme involves Amalgamation of Dhrangadhara Trading Company Pvt. Ltd. (Transferor Company No. l) and Sahu Brothers Pvt. Ltd. (Transferor Company No.2) with DCW Ltd. (Transferee Company) and their respective shareholders and creditors, with effect from the Appointed Date O 1.07.2024.

Companies involved in the Scheme

(i) In the Scheme presented in the company petition, Dhrangadhara Trading Company Pvt. Ltd. has been designated as Transferor Company No. l. It had Nil revenue from operations, other income of Rs.

CP(CAA)/ 58(AHM)2025 in CA(CAA)I 51 (AHM}2025 Dhrangadhara Trading Company Put. Ltd. & Ors. Page25of38

1,13,000/- and profit (Loss) before tax of Rs.- 42,100/- during the financial year 2024-2025. The facts show that it is small business company.

(ii) In the Scheme presented in the company petition, Sahu Brothers Pvt. Ltd. has been designated as Transferor Company No.2. It had Nil revenue from operations, other income of Rs.78,900/- and profit before tax of Rs.(-)20,72,500/- during the financial year 2024-25.
(iii) In the Scheme presented in the company petition, DCW Ltd. has been designated as Transferee Company. It had revenue from operations of Rs.2,00,034.33 lakhs other income of Rs.2,308.64 lakhs and profit before tax of Rs.4,936.30 lakhs during the financial year 2024-2025. It is a public listed company.

Consideration

Paragraph 13 (Pg. 350 to 353) of the Scheme deals with the Consideration of transfer and vesting of the Transferor Companies into the Transferee Company. Annexure K (Pg. 359-380) contains a copy of fairness opinion issued by Seren Capital Pvt. Ltd. and copy of share exchange ratio report issued by CA Harsh Chandrakant Ruparelia recommending share exchange ratio for the proposed scheme of amalgamation. The valuation date is 13.02.2025.

28. We have gone through the Company Petition, Scheme, Representation/Report of the Regional Director, report of the Registrar of Companies, representations of Official Liquidator in respect of Transferor Companies, reports of Income Tax Department as well as the response of the Petitioner Companies 1n respect of the Representation/Report of the RD, RoC, OL and Income Tax.
29. On perusal of the aforesaid representations/reports, there are no adverse observations in respect of the petitioner companies and the proposed Scheme.
30. On perusal of the Chairman's reports, it confirms that the equity shareholders of the petitioner companies, secured creditors and unsecured creditors of the petitioner company no.3 have unanimously approved the proposed Scheme.
31. The Transferee Company is a listed company. Copies of the respective No Objection Letters issued by the stock exchanges, are placed on record.

During the hearing on 13.01.2026, Ld. Deputy Director for the Regional Director's office and Ld. Counsel for the Income Tax Department submitted that they have no objection to the proposed scheme, in view of the response affidavits and undertaking given by the petitioner companies.

CP(CAAJ/ SB(AHMJ2025 in CA/CAA)/ 51 {AHM)2025 Dhrangadhara Trading Company Pvt. Ltd. & Ors.

,,............,

33. After analysing the Scheme in detail, this Tribunal is of the considered view that the Scheme as contemplated between the Companies seems to be prima facie beneficial to the Companies and will not be in any way detrimental to the interest of the shareholders and the creditors of the Companies, upholding the commercial wisdom doctrine as in Miheer H. Mafatlal v. Mafatlal Industrl.es Ltd. (1997) 1 SCC 579. Considering the r ecord placed before this Tribunal and since all the requisite statutory compliances have been fulfilled by the Petitioner Companies, this Tribunal sanctions the proposed Scheme as well as the prayer made therein subject to the findings/ directions given in this order. In short, the proposed Scheme provides for Merger of Dhrangadhara Trading Company Pvt. Ltd. (Transferor Company No. l) and Sahu Brothers Pvt. Ltd. (Transferor Company No.2) with DCW Ltd. (Transferee Company) and their respective shareholders and creditors with effect from the Appointed Date 01.07.2024. We have also carefully examined the responses of the Regional Director, ROC, Income Tax Department, and the Official Liquidator on being notices served on them and the replies of the Applicant Companies. We consider none of the responses object to the sanctioning of Scheme and any procedural/ technical issue raised by the authorities about the transferor companies will be considered and responded by the transferee company.

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CP(CAAJ/SB(AHMJ2025 in CA(CAA)/Sl(AHM)2025 Dhrangadhara Trading Company Put. Ltd. & Ors.

34. The Learned Counsel for the Petitioner Companies submitted that no investiga tion proceedings are pending against the Petitioner Companies under the provisions of the Companies Act, 1956 or the Companies Act, 2013, and no proceedings for oppression or mismanagement have been filed before this Tribunal or the erstwhile Company Law Board. Considering the submission of the Petitioner Companies, the Transferee Company will be responsible for all the compliance issues concerning the Business of the Transferor Companies. This Tribunal holds that any noncompliance does not affect the approval of the Scheme, as the statutory/ regulatory authorities are free to take necessary action as per law for any non-compliance.
35. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioner companies.
While approving the Scheme as above, it is clarified that this order should not be construed as an order in apy way ' granting approval of any loan assignments and exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with law or in respect to any permission/ compliance with any other requirement which may be specifically required under any ¹¹law.

...... _ .

37. Further, it becomes relevant to discuss that 1n Company Petition CAA-284 /ND /2018 vide Order dated 12.11.2018, the NCLT New Delhi has made the following observations with regard to the right of the Income Tax Department in the Scheme of Amalgamation:

'taking into consideration the clauses contained in the Scheme in relation to liability to tax and also as insisted upon by the Income Tax and in terms of the decision in re Vodafone Essar Gujarat Limited v. Department of Income Tax (2013} 353 /TR 222 (Guj) and the same being also affirmed by the Hon 'ble Supreme Court and as reported in {2016) 66 taxmann.com374 {SC}from which it is seen that at the time of declining the SLPs filed by the revenue✓ however stating to the following effect vide its order dated April ¹⁵ ²⁰¹⁵that the Department is entitled to take out appropriate proceedings for recovery of any statutory dues from the Petitioner or transferee or any other person who is liable for payment of such tax du/es✓ the said protection be afforded is granted. With the above observations✓ the petition stands allowed and the scheme of amalgamation is sanctioned.

38. Tins TRIBUNAL Do FuRTHER ORDER

i) The Scheme of Amalgamation annexed as Annexure 'J', to the Company Petition is here by sanctioned and it is declared that same shall be binding on the Petitioner Companies and its Shareholders and Creditors and all concerned under the Scheme.
ii) The Appointed Date for the Scheme shall be 01.07.2024

iii) The petitioner Transferor Companies, viz. ,Dhrangadhara Trading Company Pvt. Ltd. and

CP{CAA}/ 58(AHM)2025 in CA(CAA)/ 51 (AHM)2025 Dhrangadhara Trading Company Put. Ltd. & Ors.

Sahu Brothers Pvt. Ltd. shall be dissolved without winding up.

iv) The approval of the Scheme will not be foreclosing the right of the Income Tax Department to take any decision as per the provisions of the Income Tax Act, 1961, against the Petitioner Companies. The final Income Tax demands in the case of Transferor Companies, if any, shall be paid by the Transferee Company.
v) The approval of the Scheme does not affect the authorities' right to proceed with pending cases, if any, against the Petitioner Companies.
vi) All the properties rights and powers of the Undertakings of the Transferor Companies and all the other property, rights and powers of the Transferor Companies be transferred without any further act or deed to the Transferee Company and accordingly the same shall, pursuant to Section 232 of the Act, vest in the Transferee Company for all the estate and interest of the Transferor Companies therein but subject nevertheless to all charges now affecting the same, if any.

vii) All licenses, perm1ss1ons, permits, approvals, certificates, clearances, authorities, leases, tenancy, assignments, rights, claims, liberties, special status, other benefits or privileges and any power of

CP(CAAJ/ 58(AHM)2025 in CA(CAAJ/ 51 (AHM)2025 Dhrangadhara Trading Company Pvt. Ltd. & Ors.

attorney relating to the Transferor Companies shall . stand transferred to and vested in the Transferee Company, without any further act or deed. The Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company.

viii) All the liabilities and duties of the Transferor Companies shall be transferred, without further act or deed, to the Transferee Company, and accordingly, the same shall pursuant to Sections 230 & 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company.

ix) All contracts, agreements, insurance policies, bonds and all other instruments of whatsoever nature or description, of the Transferor Companies, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually against the Transferee Company.

x) All proceedings, if any, now pending by or against the Transferor Companies shall be continued by or against the Transferee Company.

xi) All workers / employees of the Transferor Companies shall be deemed to become the workers ~-f _ _ ___ ____ _______ --Jte___

CP(CAAJ/ SB(AHM)2025 in CA(CAAJ/ 51 {AHM)2025 Dhrangadhara Trading Company Put. Ltd. & Ors.

/ employees of the Transferee Company with effect from the Appointed Date, and shall stand absorbed in the Transferee Company in accordance with the Scheme without any interruption of service and on terms and conditions no less favourable than those on which they are engaged by the Transferor Companies, as on the Effective Date, in compliance with Section 232(3)(g) of the Act and applicable labour laws.

xii) All taxes paid or payable by the Transferor Companies including existing and future incentives, unveiled credits and exemptions, the benefit of carried forward losses and other statutory benefits, which shall be available to and vest in the Transferee Company, as per the provisions of law. The Tax liability of the Transferor Companies shall become a liability of the Transferee Company, and any proceedings against the Transferor Companies shall continue against the Transferee Company. It is stated that any credit/ exemption/relief, etc., as discussed, will be subject to the provisions of the Income Tax Act, 1961.

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xiii) The petitioner companies are directed to comply with the observations of the Regional Director, the Registrar of Companies and the Official Liquidator in their representation. The petitioner companies shall:

a) Preserve their books of accounts, papers, and records and not dispose of them without prior permission of the Central Government, as per Section 239 of the Companies Act, 2013.
b) The sanction of the Scheme shall not absolve the petitioner companies from any statutory liabilities, and all books of accounts, papers, and records shall be preserved as per Section 239 of the Companies Act, 2013, without disposal unless . permitted by the Central Government.
c) File a certified copy of this order with the Registrar of Companies electronically via e-Form INC-28 (in addition to physical copy) within 30 days of receipt of the certified copy, as per Section 232(5) of the Companies Act, 2013.
xiv) The Transferee Company is directed to comply with the observations made by BSE Ltd., NSE India Ltd. in their respective letters as well as SEBI Master Circular(s).
xv) The Transferee Company shall pay the differential fees and stamp duty, if any, on the enhanced authorized share capital after setting off the fees/ stamp duty already paid by the Transferor Company, in compliance with Section 232(3)(i) of the Companies Act, 2013.

xvi) Consideration for Amalgamation (Part-II, Paragraph-13 of the Scheme)

(a) Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 1 with and into the Transferee Company, the Transferee Company shall, without /

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any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 1 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 1 in the Transferee Company in the following manner:-

"12,80,500 fully paid equity shares of INR 2/- each of DCW to be issued and allotted to the Equity Shareholders of DTCPL, in proportion to their holdings in DTCPL in the event of amalgamation of DTCPL into DCW".

(b) Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company 2 with and into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 2 (whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 2 in the Transferee Company in the following manner:-

"5,24,59,860 fully paid equity shares of INR 2/- each of DCW to be issued and allotted to the Equity Shareholders of SBPL, in proportion to their holdings in SBPL in the event of amalgamation of SBPL into DCW".

xvii) The Petitioner Companies are further directed to file a copy of this order along with a copy of the Scheme with -..,/

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the concerned Registrar of Companies, electronically, along with e-form INC-28 in addition to a physical copy within 30 days from the date of issuance of the certified copy of the Order by the Registry as per relevant provisions of the Act.

xviii) The Petitioner Companies within thirty days of the date of the receipt of this order, cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, on such certified copy being so delivered, the entire Undertakings of the Transferor Companies shall stand transferred to the Transferee Company and the Registrar of Companies shall place all documents relating to the entire Undertakings of the Transferor Companies to the respective files kept by him in relation to the Transferee Company.
xix) All concerned Authorities shall act on the copy of this order along with the Scheme annexed at "Annexure-J" of the Company Petition. The Registrar of this Tribunal shall issue the certified copy of this order within 7 days of from the date of this order.
xx) The Petitioner Companies are directed to lodge a copy of this Order and the approved Scheme, duly certified by the Registrar of this Tribunal, with the concerned Superintendent of Stamps for adjudication of stamp duty payable, if any, within 30 days from the date of

CP(CAA)/SB{AHM)2025 in CA{CAA)/Sl{AHM)2025 Dhrangadhara Trading Company Pvt. Ltd. & Ors.

this Order, and pay requisite stamp duty within 60 days from the date of adjudication under the Gujarat Stamp Act, 1958 as amended.

xxi) The legal fees and expenses of the office of the Regional Director are quantified at Rs.50,000/-, to be paid by the Transferee Company.
xxii) The legal fees and expenses of the office of the Official Liquidator are quantified at Rs.25,000 /- in respect of the Transferor Companies. The said fees of the Official Liquidator shall be paid by the Transferee Company.
xxiii) The Statutory Auditors of the Petitioner Companies are hereby directed to ensure that the Accounting Treatment as a result of this order is carried out in accordance with the provisions of Section 133 of the Companies Act, 2013, and as per the draft treatment as proposed in the Scheme. They are further directed to disclose their observations in this regard in the next Annual Audit Report/ Audit Report of the Petitioner Companies in accordance with the certificate dated 13.02.2025 issued by the Statutory Auditors and placed on record.
xxiv) The Income Tax Department will be free to examine the aspect of any tax payable as a result of the sanction of the Scheme and if it is found that the Scheme of Merger ultimately results in tax avoidance or is not in accordance with the applicable provisions of Income --- --------···------- ^~

CP(CAAJ/ SB(AHM/2025 in CA(CAAJ/ 51 (AHMJ2025 Dhrangadha.ra Trading Company Put. Ltd. & Ors.

.. Tax Act, then the Income Tax Department shall be at liberty to initiate appropriate course of action as per law, including under Section 232(3)(h) of the Companies Act, 2013, for any tax liabilities arising from the scheme. Any sanction of the Scheme of Merger under Sections 230-232 of the Companies Act, 2013 shall not adversely affect the rights of Income Tax Department or any past, present or future proceedings and the sanction of the scheme shall not come in its way for the appropriate course of action as per law for the tax liabilities, if any.

xx) Any person aggrieved shall be at liberty to apply to this Tribunal for any directions that may be necessary.
39. Accordingly, Company Petition i.e. CP(CAA)/58(AHM)2025 in CA(CAA)/5l(AHM)2025, stands allowed and disposed of in terms of the aforementioned terms.

40. The Registry is directed to send a copy of this order to the -- ^~ Regional Director, the Registrar of Companies, the Offici~ I Liquidator, the Income Tax Department, Mumbai, and ...._ j -1~ Principal Chief Commissioner of Income Tax, Ahmedabad ^~1 :_ ~ >- ^~oY within through e- °'8i°~ seven days from the date of this order, mail and place proof on the file. ...: ^~ :: ~ ~i :l:"'O

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Form No. CAA 7 (Pursuant to Section 232 and Rule 20)

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH, AT AHMEDABAD

CP (CAA) NO. 58/NCLT/AHM/2025 CONNECTED WITH CA(CAA) NO. 51/NCLT/AHM/2025

In the matter of Companies Act, 2013;

And

In the matter of section 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder;

And

In the matter of Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited and Sahu Brothers Private Limited into DCW Limited along with their respective shareholders and creditors;

Dhrangad.hara Trading Company Private Limited,

(CIN: U99999GJ1942PTC163556) A company incorporated under the provisions of the erstwhile Indian Companies Act, 1913 and valid and subsisting under the Companies Act, 2013, Having registered office at Dhrangadhra, Surendra Nagar- 363310, Gujarat, India

.... Petitioner Company 1 Transferor Company 1

Sahu Brothers Private Limited,

(CIN: U65910GJ1949PTC163598) A company incorporated under the provisions of the erstwhile Indian Companies Act, 1913 and valid and subsisting under the Companies Act, 2013, Having its registered office at Dhrangadhra, SurendraNagar- 363310, Gujarat, India

.... Petitioner Company 2 Transferor Company 2

DCW Limited, (CIN: L24110GJ1939PLC000748) A company incorporated under the provisions of the erstwhile Indian Companies Act, 1913 and valid and subsisting under the Companies Act, 2013, He.ving registered office at Darangadhra, Gujarat, India, 363315

.... Petitioner Company 3 Transferee Company

ORDER UNDER SECTION 232 OF THE COMPANIES ACT, 2013

Upon the above joint petition along with the application coming up for further hearing on 22.1.2026 upon reading the said petition, and upon hearing Mr. Ravi Pahwa, for Thakkar and Pahwa, Advocates for the petitioner companies;

This Tribunal do order

(1) That upon the Scheme being effective, all the property, rights and powers of the Transferor Companies specified ... ^~in the Schedule annexed hereto and all other property, rights and powers of the said Transferor Companies be transferred without any further act or deed to the Transferee Company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 be transferred to and vested in the Transferee Company for all the estate and interest of the said Transferor Companies, therein but subject nevertheless to all charges now affecting the same; and
(2) That upon Scheme being effective, all the liabilities and duties of the Transferor Companies be transferred without any further act or deed to the Transfer~e I Company and accordingly, the same shall pursuant ~o • Section 232 of the Companies Act, 2013, be transferre~ to and become the liabilities an~ duties of the Transfere~ Company; and
(3) That upon the Scheme being effective, all proceedings by or against the Transferor Companies be continued by or against the Transferee Company; and

(4) That upon Scheme being effective, the Transferee Company do without further application allot to all the members of t~e Transferor Companies, as is required by the Scheme of Arrangement herein; the shares in the Transferee Company to which they are entitled under the said Scheme of Arrangement; and
(5) That upon Scheme being effective, the Transferor Companies do within thirty days of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the Transferor Companies shall be dissolved and the Registrar of Companies shall place all documents relating to the Transferor Companies and registered with him on the file kept by him in relation to the Transferee Company and the files relating to the said two companies shall b e consolidated accordingly; and
(6) That any person interested shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary.

SCHEDULE (Transferor Companies) as annexed

By the Tribunal

Registry/ Deputy Registrar This 22nd day of January 2026

ConErined and found in order

RaviPahwa

For Thakkar and Pahwa Advocates 71, New York Tower-A, Nr. Thaltej Cross Roads, S.G. Highway, Ahmedabad-380054.

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Asstt. Reg st,Jar NCL l Ahmedabad Bench Ahmedabad

340

SCHEME OF AMALGAMATION

UNDER SECTION 23~ READ WITH SECTION 230 AND SECTION 66 OF THE COMPANIES Aa, 2013 AND OTHE~ ~PPLICABLE PROVISIONS OF THE COMPANIES Aa, 2013 AND RULES & REGULATIONS FRAMED THEREUNDER

BETWEEN

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED. ("Transferor Company l" or "DTCPL")

ANO

SAHU BROTHERS PRIVATE LIMITED ("Transferor Company 2" or "SBPL")

AND

DCWUMITED ("Transferee Company" or "0CW")

AND

THEIR RESPECTIVE SHAREHOLDERS

A. PREAMBLE

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This Scheme of Amqlgamation ("Scheme") Is presented under Section 232 read with Section 230 and Sectlon 66 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the rules and regulatfons made thereunder and in compliance with provisions of Section 2(18) of the Income• tax Act, 1961 for the amalgamation of Dhrangadhara Trading Company Private Limited (-rransferor Company 1" or "DTCPL") and Sahu Brothers Private Limited ("Transferor Company 2" or nsBPL") with and Into DCW Limited ("Transferee Company" or "DCW"), on a going concern basis In the present form o~ with such alterations / modifications as may be approved or imposed or ·directed by National Company Law Tribunal with effect from the Appointed Date (as defined hereinafter) and upon effectiveness of the Scheme on the E(fectlve Date (as defined hereinafter).

. The Scheme provides for amalgamation of the :rransferor Companies with the Transferee Company and other consequential matter thereto and does not Involve any compromise or arrangement with the sh~reholders, creditors, employees or any other stakeholders of the Transferor Companies and/or the Transferee Company, and there Is no llkellQOOd that the interests of any stakeholders of the Transferor Companies or the Transferee Company would be prej~dlced, as a result of the Scheme. In addition, the Scheme also provides for various other matters, consequentlpl or otherwise, integrally connected therewith for the purpose of Anialgamatlon of / the Companies under the present Sch~me. •

B. DESCRIPTION OF COMPANIES

Sahu Brothers Private limited ("Transferor Company 2 11 or "SBPL") is a private limited company Incorporated on 04ii. April 1949 bearing Corporate Identity Number U65910GJ1949PTC163598, having Its office at Dhrangadhra, Surendranagar, Surendra Nagar- 363310, Gujarat,. India.

DCW limited ("Transferee Company" or "DCW") was incorporated as a public limited company In the State of Gujarat on 28th January 1939 vide Corporate Identity Number L24110GJ1939PLC000748. It Is listed on National Stock Exchange of lndi3 Limited (NSE) and BSE Limited {BSE). The Registered Office of DCW ls situated at NA, Dhrangadhra, Gujarat, India, 363315.

C. RATIONALE OF THE SCHEME

1. Background

Dhrcingadhara Trading Company Private Limited, the Transferor Company 1, is part of the promoter group of the Transferee Company and holds 0.43% of total equity shares in the • Transferee Company.

Sahu Brothers Private Limited, the Transferor Company 2, is also part of the promoter group of the Transferee Company and holds 17.77% of total equity shares in the Transferee Company.

Both Transferor Company 1 ·and Transferor Company 2 are currently not engaged in any business operations; however, they have been incorporated to undertake the f~llowlng / activities:

• Transferor Company 1 has been incorporated to carry on the business of wholesale and retail trading, including acting as buyers, sellers, commission agents, importers, exporters, and dealers in various goods and materials, specifically including chemicals such as Soda Ash. The Transferor Company 1 is authorized to carry on any trade, business, employment, manufacturing, or agency-related activity, whether directly or indirectly, that may support or enhance its authorized operations or improve the value or profitability of its assets, rights, or business, and is further permitted to invest in, acquire, and hold shares, debentures, and securities of this or other companies, either directly or through nominees, as mentioned in det~il in Memorandum of Association of the Company.

• Transferor Company 2 has been incorporated to engage in trading, manufacturing, import, export, and dealing in merchandise, commodities, machinery, tools, and other goods, acting in the capacity of traders, agents, importers, exporters, and manufafturer's representatives. The company is also authorlzer1 tb at.tulre, lease, or purchase real or personal property-including land, btJildings, factories, and machinery-either for investment or resale purposes, ft,>t monetary or other consideration. Furthermore, the company is empowered to develop and utilize such properties by preparing iand for construction, demolishinS or modifying existing structures, and undertaking activities such as drainage and other improvements related to the land and buildings of the company, ai m~ntloned in detail in Memorandum of Association of the Company.

Limited, the Transferee Company, is a prominent c isted Oh bot~ SSE and NSE. The company operates across and PVC segments while also producing Soda Ash, Sodlu Bicarbonate. its diverse product portfolio includes Hydroehlorlc Acid, Beneficiated Ilmenite, Trichloroethyl • Chloride, UTOX, and PVC.

India,

utile, nium /

--------------·----------·--·-_........._,,

2. Rationale for the Scheme

It is proposed to amalgamate the Transferor Companies into the Transferee Company through the Scheme, enabling the shareholders of the Transferor Companies to directly hold shares In the Transferee Company. It is envisaged that the following benefits would, inter alia, accru·e to the Transferee Company:

a) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge ^I the Transferor Companies into the Transferee Company;
b) The amalgamation will result in the direct holding of shares by the promoters in the Transfere~ Company. This will not only reduce shareholding tiers but also reinforce the • promoter froup's direct commitment and engagement with the Transferee Company.;
c) The promoter group's shareholding in the Transferee Company will remain unchanged pre- and p_ost-amalgamation. Additionally, ·there will be no Impact on the paid-up share capital or financial position of the Transferee Company. All costs and charges arising from the S~heme shall be borne by the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.
d) The shareholders of the Transferor Companies shall indemnify and keep the Jransferee Company indemnified for liability, claim, demand, if any, which may devolve on the Trans'feree Company on account of this amalgamation.

Accordingly, the Board of Directors of the Transferor Companies and the Transferee Company have formulated this Scheme for transfer and vesting of the Transferor Companies with and into the- Transferee Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or reenactment or amendment thereon. The Scheme will not be prejudicial to the Interests of the shareholders, employees, creditors, customers and other stakeholders of the Transferor Companies and the Transferee Company, and there is no likelihood that the interests of any stakeholders would be prejudiced as a result of the Scheme.

Parts of the Scheme

This Scheme Is divided into the following parts:

Part I deals with the definitions, interpretations, share capital, date of taking effect and operative date;

Part II deals with amalgamation of the Transferor Companies with and lf1to the Transferee Company on a going concern basis; and

Part Ill deals with the General Terms and Conditions applicable to this Scheme.

reason whatsoever, the provisions of section 2(1B) and other applicable provisions of the Income Tax Act, 1961, or corresponding provisions of any amended or newly enacted law, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with section 2(18) and other applicable provisions of the Income Tax Act, 1961. Such modifications will, however, not affect the other provisions of the Scheme.

PART! / DEFINITIONS AND INTERPRETATION

5, DEFINITIONS

In this Scheme, unless repugnant to the context, the following expr_essions shall have the following meaning:

5.1. "Act" means the Companies Act, 1956 and/or Companies Act, 2013, to the extent its provisions relevant for this Scheme are notified and ordinances, rules and regulations made thereunder and shall include any statutory modifications, re-enactment or amendment • thereof for the time being in force.
5.2. "Amalgamation" or "Merger" means the amalgamation or merger of the Transferor Compani_es with and into the Transferee Company in accordance with Sections 230 to 232 of the A_ct read with Section 2(1B) of the Income Tax Act, 1961.
5.3. "Appointed Date" means the 1'¹day of July, 2024 or such other date as may be approved by the National Company Law Tribunal or any other competent authority and acceptable to the ,/ Board of Directors of the Transferor Companies and the Transfe,ee Company.
5.4. "Board of Directors" or "Board" means the Board of Directors of the Transferor Companies and the Transferee Company as the case may be, and shall Include a duly constituted committee thereof.
S.S. "Effective Oat~• means the dates on which the Order of the NCLT sanctioning the Scheme of Amalgamation is filed with the Jurisdictional Registrar of Companies by the respective companies. Any references in this Scheme to the date of "coming into effect of this scheme" or "effectiveness of this scheme" or "Scheme taking effecr shall mean the Effective Date.
5.6. "Encumbrance_" means any options, pledge, mortgage, lien, security, Interest, cl~im, charge, pre-emptive rlrht, easement, limitation, attachment, restraint or any other enc~mbrance of any kind or nature whatsoever, and the term "Encumbered" shall be construed accordingly.
5.7. "Governmental Authority" means any applicable Central, State or local government, legislative body, regulatory or administrative authority, age~cy or commission or any court, . tribunal, boar~, bureau or Instrumentality thereof or arbitration or arbltral 6ody having iu,:isdiction and shall include any other authority which supersedes the existing ~uthority.
5.8. "NCtTu means National Company Law Tribunal having jurisdiction in relation to the . Transferor Companies and the Transferee Company.

"Record Date" for the Scheme shall mean the date to be fixed by the Boord of Directors of the Transferee Company for the purpose of issue of shares of the Trnl'lsferee Company to the shareholders of the Transferor Companies .

• 10. "Schome" or "the Scheme" or "this Scheme" mea Schedules, as amended or modified, in its present with l ny modifications, as may be approved or im approprl3te authority . T for approval, T pr any other

. 11. "SEBlu ffi!lilhs the Securities and Exchange Board and Exchange Board of India Act, 1992.

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5.12. •stock Exchanges• means National Stock Exchange of India Limited and BSE Limited •

. 5.13. "Tr.11uferor Company l" or "DTCPL" means ohrangadhara Trading Company Private Limited having Its Corporate Identity Number as U99999GJ1942PTC163556 and registered I . office at Dhrarlgadhra, Surendra Nagar- 363310, GuJarat, India.
5.14. "Transferor Company 2• or "SBPL" me.ans Sahu Brothers Private Limited having its Corporate Identity Number as U65910GJ1949PTC163598 and registered office Dhrangadhra, Surendra Nagir- 363310,.Gujarat, India.
5.15. "Transferor Companies" means the Transferor Company 1 and the Transferor Company 2.
5.16. "Transferee C?mpany" or "DCW" means DCW Limited having Its Corporate Identity Number as l24110GJ1939PLC000748 and registered office at Dhrangadhra, Gujarat, India· 363315.
5.17. "Tqinsltlon period" means period starting from the date immediately after the Appointed Date till the Effective Date.

All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context ~r meaning thereof, have the same meaning ascribed to them under the Act and other applicable laws, rules, regulations, bye-laws, as the casr. may be or any statutory modification or re-enactment thereof from time to time.

6, SHARE CAPITA~

6.1. The share capital structure of the Transferor Company 1 on the date of approval of this Scheme Is as under:

Share Capital	Amount (Rupees)
Authorized Share Capital
1,000 equity shares of Rs. 100 each	1,00,000
9,000 Preference shares of Rs. 100 each	9,00,000
TOTAL	10,00,000
Issued, subscribed and paid-up Share Capital
518 equity shares of Rs. 100 each, fully paid-up	51,800
TOTAL	51,800

-------------------...-._........_.

Share Capital Amount (Rupees) 'Authorized Share Capital 10,00,000 equity shares of Rs. 100 each 10,00,00,000 TOTAL 10,00,00,000 Issued, subscribed and paid-up Share Capital 9,74,559 equity shares of Rs. 100 each, fully paid-up 9,74,55,900 TOTAL 9,74,55,900

6.2. The share capital structure of the Transferor Company 2 on the date of approval of this Scheme is as under:·

6.3. The share capital structure of the Transferee Company as on December 31, 2024 is as under:

Share Capital	Amount (Rupees)
Authorized Share Capital
35,00,00,000 equity shares of Rs. 2 each	70,00,00,000
TOTAL	70,00,00,000
lssued,_subscrlbed and paid-up Share Capital
29,51,55,017 equity shares of Rs. 2 each, fully paid-up	59,03,10,034
TOTAL·,	59,03,10,034

Subsequent to December 31, 2024, and upto the date of approval of the Scheme by the Board of Di recto.rs of the Transferee Company, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferee Company. /

7. DATE OF TAKING EFFECT AND OPERATIVE DATE

7.1. The Scheme spall be effective in its present for~ or with any modification(s) approved or imposed or directed by the NCLT or any other appropriate authority and shall become effective from the Appointed Date as defined in Section 232(6) of the AGt in terms of Clause 5.3 mentioned above.

PART II-AMALGAMATION AND VESTING OF THE TRANSFEROR COMAPNIES WITH AND INTO THE TRANSFEREE COMPANY

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8, AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES OF THE TRANSFEROII COMPANIES WITH AND INTO THE TRANSFEREE COMPANY •

8.1. Upon the Scheme becoming effective and with effect from the Appointed Date and subject to the provisions of the Scheme and in accordance with the provisions of section 2(1B) of the Income-tax Act, 1961, the Transferor Companies shall, pursuant to the sanction of this Scheme by the ·NCLT and pursuant to the provisions of Sections 230 to 232 and other applicable provisions, If any, of the Act, be and stand transferred to and vested In o~ be deemed to have been transferred to and vested in the Transferee Company without any further act, Instrument, deed matter or things so as to become business of the Transferee Company by virtue of and in the manner provided in the Scheme.
8.2. The business of the Transferor Companies carried on till the Appointed Date and thereon till the Effective Date, shall, under Sections 230 to 232 and other applicable provisions, if any, of the Act, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, ongoing concern basis so as to become business of the Transferee Company by virtue of and in the manner provided In the Scheme.

8.3. Without preju~ice to the generality of the above, upon the coming Into effect of this scheme and with effect from the Appointed Date:

a. All the as5/!ts, properties and entitlements of the Transferor Companies, of whatsoever nature ancj wheresoever situated and which are Incapable of passing by manual delivery, shall under the provisions of Section 230 to 232 and all other provisions, If any, of the Act, without any further act or deed, be and stand transferred to and vested in the Transferee Company or be deemed to be transferred to or vested in the Transferee Company as a going concern so as to become, as from the Appointed D.ate, the assets' and properties of the Transferee Company.
b. Without prejudice to the above provisions, in respect of such of the assets and properties of the Transferor Companies, as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same shall be so transferred by the Transferor Companies and shall upon such transfer become the assets and properties of the Transferee Company without requiring any deed or instrument or conveyance for the same,
c. In respect of the movables other than those dealt with in sub-clause (b) above: including sundry debtors, receivables, bills, credits, loans and advances, if any, recoverable In cash or in kind or for value to be received, bank balances, investments, earnest l'llonies and deposits, if any, with any Government, Semi-Government, local and other euthorities and bodies, with any company or other person, the Transferor Comp~nlo~, ~hall, if required give notice in such form as they may deem fit and proper, to ~a,h person, debtor or depositee, as the case may be, that pursuant to the NCLT h~Yfl\g sanctioned the ·amalgamation of the Transferor Companies • ~ny, under Sections 230 to 232 of the Act, the said debt, loa ,.,...,_...,..,,..,.,,,.., d or made good or held on account of the Transferee Comp &N!tO and that appropriate entry should be passed in its bo ,~nge. The Transferee Company shall, if required, also give y deem flt and proper to each person, debtor or depo ~ T having sanctioned the amalgamation of the Transfe ansferee -~ --/-· _-; • •

....

Company under Sections 230 to 232 of the Act, the said debt, loan, advance, balance or deposit be paid or made good or held on account of the Transferee Company.

d. • All the l!censes, permits, quotas, approvals, trademarks, brands, permissio_ns, • registrations, incentives, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Transferor Companies and all rights and benefits that have accrued or which may accrue to the Transferor Companies, whether before or after the Appointed Date, shall pursuant to the provisions of Section 232 of the Act, 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 or 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, 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.

e. All Assets and properties of the Transferor Companies as on the Appointed Date, whether or not included in the books of the Transferor Companies, and all assets and propertle"s, which are acquired by the Transferor Companies, on or after the Appointed Date, shall be deemed to be and shall become assets and properties of the Transferee Company by virtue of and in the manner provided in this Sch~me.

f. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is hereby clarified that with effect from the Appointed Date, and upon the scheme becoming effective, the benefits of all tax credits, tax loss~s etc. under various Acts Including but not restricted to Income Tax Act, VAT, Excise Act etc. to which the Transferor Companies is entitled to shall vest in and become available to the Transferee Company. In so far as the various incentives, subsidies, tax benefits or any other exemptions of the Transferor Companies, rehabilitation Sr.hemes, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by the Transferor Companies or tax credits of the Transferor Companies, are concerned, the same shall vest with and be available to Transferee Company on the same terms and conditions.

8.4. Without prejudice to the generality of the above, upon coming into effect of this Scherne and with effect from the Appointed Date, all debts, liabilities, duties, obligations of every kind, nature and description of the Transferor Companies, and all the revenue as well as capital reserves of the Transferor Companies, shall pursuant to the sanction of the Scheme by the NCLT and pursuant to the provisions of sections 230 to 232 and other applicable provisions, if any, of the Act, without any further act or deed, be transferred to or be deemed to be transferred to the Transfere~ Company so as to become as from the Appointed Date the debts, liabilities, duties, obligations and reserves of the Transferee Company on the same terms and conditions as were applicable to the Transferor Companies and furthedhat it shall not be necessary to obtain the consent of any third party or other person who I) n party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen, in order to give effect to the provisions of this . . '<!\ONI ::Jo

Th, transfer df property and liabilities, as above, sh :41 ati{i ~ tlon already ~ ,.,; ^d () b, concluded by the Transferor Companies till, on or ~ ~~~ end till the Effectiv~ Date to the end and intent that the Tran Co~~Af'ep ~ adopts all acts, deeds and things done and executed by the Tro Co~iu~rj • d thereto as :ii done and e~ecuted by the Transferee Company on its o Q '3'.:: e, as from the Appointed Date, the Transferor Companies shall be deemes;;:~~~

carrying on the business on behalf of and in trust fort he Transferee Company until such ~ime as the Scheme takes effect.

8.6. It Is clarified that all owning, liabilities, duties and obligations of the Transferor Companies as ~n the Appointed Date wh~ther provided for or not in the books of accounts of the • Transferor Companies and all other liabilities which may accrue or arise after the Appointed Date but which relate to the period on or upto the day of the Appointed Date shall be the debts, llabllltles, duties and obligations of the Transferee Company Including any encumbrance on the assets of the Transferor Companies or on any lncom~ earned from those assets: It is further clarified that, as and form the Effective Date, the tax proceedings shall be continued and enforced by or against the Transferee Company In the same manner and to the same extent as would or might have been continued by or enforced against the Transferor Companies. .
8.7. Loans, debt securities, Debentures or other obligations, if any, due between or amongst the Transferor Companies and the Transferee Company shall stand discharged and there shall be no liability In that behalf with effect from the Appointed Date.
8.8. The transfer as aforesaid shall be subject to charges/ hypothecations / mortgages over the assets or any part thereof provided, however, that any reference In any security document or any arrangements to which the Transferor Companies is a party, to the assets or properties of the Transferor Companies offered as security for any financial assistance or obllgatio~s to the secured creditor/s of the Transferor Companies, shall be construed only to be to the respective assets or properties of the Transferor Companies as are vested in the Transferee Company by virtue of this clause to the end and intent that such security, mortgage and charge shall not extend or be deemed to extend to any Assets or any other units or divisions of the Transferee Company unless specifically agreed to by the Transferee Company with such secured creditor/sand subject to consents and approvals of the existing secured creditors of the Transferee Company, if any. This Scheme shall not operate to / enlarge/ enhance any security created by the Transferee Company.

9. STAFF & EMPLOYEES

9.1. Upon tlie Scheme becoming effective, the Transferee Company shall take over all the staff In the service pf the Transferor Companies immediately preceding Effective Date, and that they shall become the staff and employees, of the Transferee Company on the basis that their services shall be deemed to have been continuous and not have been interrupted by reasons of the said transfer. The terms and conditions of service applicable to such staff or employees after such transfer shall not in any way be less favrJrahle to them than those applicable to t~em immediately preceding the transfer.
9.2. As far as Provjdent Fund, Gratuity Fund or any other Special Fund or schemes existing for the benefit of }he employees of the Transferor Companies are concerned, upon the Scheme becoming effective, the Transferee Company shall be substituted for the Tr~nsferor Comp•nies for all purposes whatsoever related to the administration / operation of such Funds or schemes or in relation to the obligation to make contribution to the silid Funds or schemes In accordance with provisions of such Funds or Schemes or according to the terms pr1>vided in the respective Trust Deeds or other and o~llglltions of the Transferor Companies I become those of the Transferee Company and t s wJII De treated

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as _--. ........ ..,,.., us for the purpose of the afore

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10. LEGAL PROCEEDINGS

10.1. If any suit, appeal or proceedings of whatsoever nature, whether civil, criminal or tax related (hereinafter referred to as "the said proceedings") by _or against any of the Transferor Companies be pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of amalgamation of the Transferor Companies or by anything in this Scheme, but the said proceedings may be continued, prosecuted and enforced, as the case may be, by or against the Transferee Company in the same manner and to the same extent as it would be or might have been continued and en'.orced, as the case may be, by or against the Transferor Companies if this Scheme had not been made.
10.2. In case of any litigation, suits, recovery proceedings which are to be initiated or may be inifiated ~y or against the Transferor Companies, the Transferee Company shall be made party thereto and any payment and expenses made thereto shal! be the liability of the Transferee Company. However,. the shareholders of the Transferor Companies shall Indemnify the Transferee Company from any loss, liability, cost, charges and/ or expenses arising due to any disputes or litigations.

I 11. INDEMNllY BY SHAREHOLDERS OF THE TRANSFEROR COMPANIES

I 11.1, The sharehol~ers of the Transferor Companies shall indemnify and hold harmless the Transferee Cofnpany and Its directors, officers, representatives, partners, employees and agents {collectively, the "Indemnified Persons") for losses, liabilities, costs, charges, expenses (whether or not resulting from third party claims), Including those paid or suffered pursuant to any actions, proceedings, claims and including interests and penalties' discharged by the Indemnified Persons which may devolve on Indemnified Persons on account of amalgamation of the Transferor Companies with the Transferee Company but .would not have been payable by such Indemnified Persons otherwise, in the form and manner as may be agreed amongst the Transferee Company and the shareholders of the Transferor Companies.
12. AMALGAMATION NOT TO AFFECT TRANSACTIONS / CONTRACTS OF THE TRANSFEROR COMPANIES:
12.1. The amalgamation ofTransferor Companies and the continuance of the said proceedings by or against the Transferee Company shall not affect any transaction or proceedings already concluded by or against the Transferor Companies after the Appointed Date to the end and intent t~at the Transferee Company accepts and adopts all acts, deeds and things done or executed by the Transferor Companies after the Appointed Date a, done and executed on Its behalf. The said transfer and vesting pursuant to Section 232 of the Act, shall take effect from the Appointed Date unless the NCLT otherwise directs.

13, CONSIDERATION

'12,80,SOOfu/ly paid equity shares of /NR 2/-each of DCW to be issued and allotted to tlie ~quity Shareholders of DTCPL, In praportion to their holdings in DTCPL /11 the.event of amo/gamat,on of DTCPL Into DCW

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13.2. Upon co.ming Into effect of the Scheme and in consideration for am;ligamation of the Transferor Company 2 with and Into the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot equity shares of face value INR 2/- each, credited as fully paid up, to all the equity shareholders of the Transferor Company 2 {whose names appear in the register of members as on the Record Date) or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, an equal number of equity shares as the equity shares held by the Transferor Company 2 in the Transferee Company In the following manner:

'S,24,59,860 fully paid equity shores of lNR 2/-each of DCW ta be issued and allotted to the Equity Shareholders of SBPL, in proportion to their holdings in SBPL in the event of amalgamation of SBPL / intoDCW'

(Equity shares to be issued by the Transferee Company os above are hereinafter referred to as "New Equity Shares").

13.3. Toe share entitlement specified ln Clause 13.1 and Clause 13.2 above shall be suitably adjusted for changes in the capital structure of either the Transferor Companies or the Transferee Company post the date of the Board Meeting of both the Parties approving the Scheme provided the changes relate to matters such as bonus issue, split of shares, consolidation of shares, buyback, capital reduction, conversion of loan or preference shares into equity shares and any other change iJl the paid-up share capital (whether equity or preference). All such adjustments to the share entitlement ratio sha!I be deemed to be carried out as an integral part of this Scheme upon agreement in writing by tlie Board of Directors of the Transferor Companies and the Transferee Cornpany. Further, the share entitlement ratio shall be suitably adjusted for changes in shares held by the Transferor Companies in the Transferee Company, post the date of the Board Meeting of both the Parties approving the Scheme, and such adjustment shall be deemed to be carried out as an Integral part of this Scheme upon agreement in writing by the Board of Directors of the Transferor Companies and the Transferee Com pan\',
13.4. Toe transferor Company 1 and the Transferor Company 2 hold 12,80,500 and 5,24,59,860 fully paid-up equity shares, respectively, in the Transferee Company as of the date of approval of the Scheme by the Boards of the respective Parties. Pursuant to the amalgamation, the Transferee Company shall issue the same number of New Equity Shares i.e. 12,80,500 fu lly paid-Up equity shares to the equity shareholders of the Transferor Company 1 and 5,24,59,860 fully paid-up equity shares to the equity shareholders of the Transferor Company 2. In the· event the Transferor Company 1 and the Transferor Company 2 holds more than / less than the equity shares held as on date of the Transferee Company {without incurring any addition•! liability) on the Record Date, New Equity Shares to be issued by the Transferee Company to the shareholders of the Transferor Companies shall stand increased/ decreased by such number of 'lqUity shares held by the Transferor Companies in the Transferee Company. However, In no event, the number of New Equity Shares to be allotted by the Transferee Company to the sharn!'lqlders of the Tran5feror Companies shall exceed the total number of equity shares held by the Transferor Companie~ in tne Transferee Company.

13.5. Toe equity ~hares issued and allotted by the Tra bject to the Scheme and shall rank pari r,y,

13.6. The amalgamation of the Transferor Companies shall lead to cancellation of equity shares held by the Transferor Companies In the Transferee Company and consequential upon Issue of New Equity Shares of the Transferee Company under the Scheme, the investment held by the Transferor Companies in the equity share capital of the Transferee Company shall, without any further application, act, Instrument or deed stand cancelled. The shares held by Transferor Companies in dematerialized form shall be extinguished, on and from such issue and allotment of New Equity Shares.
13.7. The equity shares if any shall be issued by the Transferee Company in dematerialized form to those equity shareholders of the Transferor Companies respectively who hold shares of the Transferor Companies in dematerialized form, in to the account in which the Transferor Companies shares are held or such other account as is intimated by the shareholders to the Transferee Company and / or its Registrar. All those shareholders who hold shares of the Transferor Companies in physical form shall also have the option to receive the equity shares in the Transferee Company in dematerialized form provided the details of their account with the Oe~ository Participant are intimated in writing to the Transferee Company and/ or its Registrar.

However, if no such details have been provided to the Transferee Company by· the shareholders holding shares in physical share certificates on or before the Record Date, the Transferee Company shall deal with the relevant equity shares in such manner as may be permissible u~der the Applicable Law, including by way of issuing the corresponding shares in dematerialised form to the Trustee of Transferee Company who shall hold these equity shares in trust for the benefit of such shareholders. The equity shares ofTransferee Company held by the Trustee of Transferee Company for the benefit of the shareholders shall be transferred IQ the respective shareholders once such shareholders provide details of his/her/its demat account to the Trustee of Transferee Company, along with such othe_r documents as may be required by the Trustee of Transferee Company. The respective shareholders shall have all the rights of the shareholders of the Transferee Company, including the right to receive dividend, voting rights and other corporate benefits, pending the transfer of equity shares from the Trustee ofTransferee Company. All costs and expenses incurred in this respect shall be borne by Transferee Company.

News shares issued pursuant to the Scheme shall be issued to all the equity shareholders of the Transferor Companies whose names appear in the register of members as on the Record Date or to their respective heirs, executors, administrators, or other legal representatives, or successors-in-title, as the case may be.

13.8. If any eligible member becomes entitled to any fractional shares, entitlements or credit on the Issue and allotment of equity shares by the Transferee Company in accordance w!ttl this Scheme, the Board of .Directors of the Transferee Company shall consolidate all ~uch fractional entitlement and shall, without any further application, act, instrument or de~d, Issue 11nd allot such consolidated shares directly to an individual trustee in a separate actOUnt Mmlnated by the Transferee Company ("The Trustee"), who shall hold such equity sharef with all additions or accretions thereto in trust for the benefit of the respective sharehold\m, to whom they belong and their respective heirs, executors, administrators, successors for the spe<;iOC purpose of selling such shares In the open market at such price or prices within suet\ tlfnelll\t~ as allowed under 5EBI Circular as the trustee may in Its sole discretion d • ~Yeh sale, pay to the Tr.ne~ree Company, the net sale proceeds (after lneurrad) thereof and any additions and accretions subJeet to lM withholding tax, if any, distribute s ml)mDiri in proportion to their respective fracti g convvrtlbl@ !ecurities to be issued to any security fractional number, the same shall be rounded down ncerned eligible the number of his Scheme is a e number.

~.:::---•.:.:~•,,, ~:.

13_ 9_ The Transferee company shall take. necessary steps to increase or alter ~r re-classify, (if necessary), its authorized share capital suitably to enable it to issue and allot equity shares required to be issued and allotted by it under this Scheme.

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13.10.Equity shares qf the Transfere·e Company issued in terms of Clause 13.1 and Clause 13.2 above shall pursuant to the SEBI Circular and in accordan~e with compliance of requisite for under applicable laws, be listed and/ or admitted to trading on Stock Exchanges where the existing equity shares of the Transferee Company are listed and/ or admitted to trading in accordance with the compliance with requisite formalities under applicable laws. The Transferee Company shall enter into such agreement/ arrangement and give confirmations and/ or undertakings ~s may be necessary in accordance with the applicable laws or_regulations for complying with the formalities of the Stock Exchanges.
13.11.The equity shares of the Transferee Company allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/ trading perm~sion is given by the designated Stock Exchange.
-13.12.Approval of the Scheme by the shareholders of Transferee Company shall be deemed to be In due compliance of the provisions of section 42, 62 and other applicable provisions of the Act and _Rules made thereunder, the SEBI LODR Regulations, SEBI ICDR Regulations and the Articles of Association of the Transferee Company, and no other consent shall be required under the Act or the Artides of Association of the Transferee Company for the issue and allotment of the equity shares by Transferee Company to the shareholders of Transferor Companies as provided hereinabove .
. 13.13.The Transferee Company shall, if and to the extent required, apply for and obtain any approvals from concerned regulatory authorities for the issue and allotment by Transferee Company of New Equity Shares to the members of the Transferor Companies under the Scheme.
13.14.The approval of this Scheme by the equity shareholders of all the companies under Sections 230 to 232 of the Act shall be deemed to have the approval under sections 13 and 14 of the Companies Act, 2013 and other applicable provisions of · he Act and any other consents and approvals required In this regard.
14, CANCELLATION OF EQUITY SHARES OF THE TRANSFEREE tOMPANY HELD BY TflE TRANSFEROR COMPANIES
14.1. On the Scheme becoming effective, the equity shares of the Transferee Company held by the Transferor Col"{lpanies shall stand cancelled, consequent upon automatic cancQllation by way of operation of law, as a result of Amalgamation of the Transferor Companie~ 1l!ith the Transferee Company. Accordingly, the share capital of the Transferee Company ~hall stind reduced to the extent of face value of shares held by the Transferor Companies in the T r/!nsfer~e Company.
1_4.2. Such reduction of share capital of the Transferee Company shall be effected os an Integral part of the Scheme under Sections 230 to 232 of the Act an )J:O.ets:c?:1:8;~ sanctioning the eme shall be deemed to be an order under Ser.ti he reduction nd no separate sanction under Section 66 of the Act ree Company hall not lie requi d to add the words "and reduced' equent upon ueh radu

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• I I I

15, ACCOUNTING TREATMENT

15.1. !,Jpon the Scheme being effective and with effect from the Appointed Date, Transferee Company shall account for the Amalgamation of Transferor Companies into and within its books of accounts in accordance with the "Pooling of Interest Method" prescribed under the Indian Accounting Standard 103 on Business Combinations and other Indian Accounting Standards, as applicable, and notified under Section 133 of the Act read with relevant rules framed_ thereunder and other accounting principles generally accepted in India.
16, RE-ORGANISATION AND COMBINATION OF AUTHORISED SHARE CAPITAL OF TH_E TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY
16.1. Upon the Scheme becoming effective, in part or in whole, and as an integral part of the Scheme, (i) the preference share capital of the Transferor Company 1 shall be ~eclassified as the equity share capital; (ii) the resultant authorized, Issued, subscribed and paid up share capital of the Transferor Company 1 and the Transferor Company2 shall be reclassified/ reorganized such that each equity share of INR 10o·each of the Transferor Company 1 and the Transferor Company 2 is redas.sifled / reorganized as SO equity shares of INR 2 each.
16.2. Upon the Scheme becoming effective, the Authorised Capital of the Transferor Companies shall be consolidated with that of the Transferee Company without payment of additional fees and duties as the said fees and stamp duty have already been paid and the Authorlse·d Capital of the Tra!J.Sferee Company will be increased to that effect without any compliances In respect of the polices, meetings etc. but only by filing requisite statutory forms with • the Registrar of Companies. However, the Transferee Company undertakes to pay the differential fees, if any after setting-off the fees already paid by the Transferor Companies in compliance with provisions of Section 232(3){i) of the Companies Act, 2013. It is further clarified that all costs,.charges or expenses arising as result of the Scheme and for authorised share capital shall be borne by the shareholders of the Transferor Companies or the Promoter/Promoter Group of the Transferee Company.
16.3. The Memorandum of Association of the Transferee Company (relating to the authorised share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, pursuant to Section 13, 14, 61 and 232(3)(i), respectively of the Companies Act, 2013 and/or any other applicable provisions of the Act, as the case may be. Further, in the event of any increase in the authorised share capital of the Transferor Companies and/ or the Transferee Company before the Effective Date, on sanctioning of the any other Scheme by the competent authorities or otherwise increas~d independently by the respective Companies, such increase shall be given effect to while aggregating the authorised share capital of the Transferee Company and the clauses provided hereinunder shall stand modified to that extent such that the such increase shall be taken in account while aggregating the Authorised Share Capital under the present Scheme.

16.4. Thus, on the Scheme becoming effective the capital clause of the T ran~~ree Company will read QJ follows:

16.5. It is clarified that the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution{s) under Sections 13, 14, 61 and 64 respectively, of the Companies ~ct, 2013 and/ or any other applicable provisions of the Act, would be required to be separately passed.

17. CONDUCT OF BUSINESS

17.1. Transferor Companies as Trustee

a. With effect from the Appointed Date and up to and including Effective Date, the Transferor Companies shall carry on and shall be deemed to have carried on all their business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Transferor Companies on account of and fo'r the benefit of and in trust for, the Transferee Company, as the transferee company is taking over the business as going concern. The Transferor Companies shall preserve and carry on their business and activities with reasonable diligence and business prudence and shall neither undertake any additional financial commitments of any nature whatsoever, borrow any amounts nor incur any other llab\llties or expenditure, issue any additional guarantees, indemnities, letters of comfort or commitments either for themselves or on behalf of any third parties, sell, transfer, alienate, charge, mortgage or encumber or deal with the assets of the Transferor Companies or any part thereof save and except in the ordinary course of business as carried on by them as on the date of filing of this Scheme with the NCLT or If written consent of the Transferee Company has been obtained.

17.2. Profit or Losses up to Effective Date

a. With effect from the Appointed Date and upto and Including the Effective Date, all profits or Incomes accru!ng or arising to the Transferor Companies or all expenditure or losses incurred or arising, as the case may be, by the Transferor Companies shall, for all purposes, be treated and deemed to be and accrue as the profits or incomes or expenditu;es or losses, as the case may be, of the Transferee Company.

17.3. Taxes

All taxes paid or payable by the Transferor Companies in respect of the opellltlons and/ or profits of the business before the Appointed Date shall be on account of the Transferor Companies and, in so far as It relates to the tax payment, whether by wav of deduction at • source, advance tax or otherwise howsoever, by the Transferor Companies In respect of the profits or activities or operation of the business of the Transferor Companie~ with effect from the Appointed Date, shall be deemed to be the corresponding item pllld 11y the Transferee Company, and shall, in all proceedings, be dealt with accordingly.

All tax assessment/ adjudication proceedings/ appeals of whatsoever n~tUre by or against the Transferor Companies pending and/ or arising at the Appolntl!ll Dat!: ind relating to the Transferor Companies shall be continued and/ or enforced until the tff~ctive Date by the Transferor Companies. As and from the Effective Date, tM taY. proceedings shall be continued and enforced by or against the Transferee Company In the Jome manner and to the sem,i extent as would or might have been continued gRd enforced by or against the Tr.11,feror Companies. #--P;~ /f;_ / -'---.:..._.~ ^~

^AE 1/~ . ^~ ~• ny r11,und, under the Income Tax Act, 1961 and laws In ela.tl6:f t,g ge.,~2Jl'!!~e ices tax,, • ta . ' =· , ,·~:,. <f ^Q "/ \ -7 servic@ _x, excise duty, central sales tax, applicable st e--v T, ~,:i"ffVj_f,~\~ , foreign trade policy: State industrial and incentive policies and <( es [f m~_eitif~ e laws or regulati~ns dealing with taxes or duties or levies due to fil er~C~a ,a\t~nsequent to the assessment made c:1 Tr~nsferor Companies (includl ny ~fuTTff/9Wr~h no credit

355

Is taken In the accounts of the Transferor Companies) as on the date Immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company upon this Scheme becoming effective.

d. All taxes benefits of any nature, duties, cesses or any other like payments or deductions available to Transferor Companies under Income Tax, Sales Tax, Value Added Tax, Service Tax etc. or any Tax deduction/Collections at Source, MAT Credit, tax credits, benefits of CENVAT credits, benefits of Input credits up to the Effective Date shall be deem_ed to have been on account of or paid by the Transferee Company and the relevant authorities shall be bound to t~nsfer to the account of and give credit for the same to Transferee company upon the passing of the order by the NCLT.

18. ENFORCEMENT OF CONTRACTS, DEEDS, BONDS & OTHER INSTRUMENTS:

18.1. Subject to other provisions cont;;ined in this Scheme, all contracts, deeds, bonds, agreell)ents and other instruments of whatever nature to which the Transferor Companies Is a party subsisting or having effect Immediately before the Amalgamation, shall r.emain in full force and effect against or, as the case may be, In favour of the Transferee Company and may be_ enforced as fully and effectively as if instead of the Transferor Companies, the Transferee Company was a party thereto. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that amalgamation and vesting of the Transferor Companies occurs by virtue of this Scheme itself, the Transferee Company may, at any time after the coming into effect of, this Scheme in accordance with the provisions hereof, If so required under any law or otherwise, take such actions and execute such deeds, confirmations or other writings or arrangements to which the Transferor Companies is a party or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Companies and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Companies to be carried out or performed.
18.2. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme, all consents, permissions. licenses, certificates, clearances, authorities , powers of attorney given by, issued to or executed in favour of the Transferor Companies shall stand transferred to the Transferee Company and the Transferee Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to the Transferee Company. The Transferee Company shall receive relevant approvals from the Government Authorities concerned as may be necessary in this behalf. /

19, MATTERS RELATING TO SHARE CERTIFICATES:

19.1. T~e Share Certificates held by the Shareholders of the Tr2nsfprQr Companies in dematerialized form or physical form shall automatically stand cancellqd without any necessity of them being surrendered to the Transferee Company.

356

PART Ill. GENERAL TERMS AND CONDITIONS

-----------------------------·--

20. APPLICATION TO NCLT

,.._,,

20.1. Necessary applications and/ or petitions by the Transferor Companies and the Transferee company shall be made ror the sanction of the Scheme of Amalgamation to the NCLT, for sanctioning of this Scheme under the provisions of law and obtain all approvals as may be required under the law.

21. MODIFICATION OR AMENDMENTS TO THE SCHEME

21.1. Subject . to approval of NCLT, the respective Boards or the respective authorized representative appointed by the Board of the Transferor Companies and the Transferee Company may assent to any modifications, a·lterations or amendments of this Schem_e (on behalf of all concerned stakeholders such as shareholders, creditors, etc.) or any conditions which the NCLT and/ or any other competent authority may deem fit to direct or impose and the said respective Boards and after dissolution of the Transferor Companies, the Board Transferee Company may do all such acts, things and deeds necessary in connection with or to carry out the Scheme into effect and take such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any order of the NCLTor any directions or order of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and/ or matters concerned or connected therewith.
21.2. The Transferor Companies and the Transferee Company may be at a liberty to withdraw this Scheme prior to the Effective Date at any time.
1. SCHEME CONDITIONAL ON APPROVALS/ SANCTIONS /

The Scheme Is conditional upon and subject to:

22.1. The approval by the requisite majorities of the respective members and creditors of the Transferor Companies and the Transferee Company, as required under the Act and directed by the NCLT.
22.2. The Scheme. being approved by a shareholders' resolution of the Transferee Company passed by way of e-voting in terms of Para l(A)(l0) of the SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/ 93 dated June 20, 2023 and other SEBI guidelines, as may be amended from time to time wherein presently the Scheme shall be acted Upon only if the votes cast by the public shareholders in favor of the proposal are more than the number of votes cast by the public shareholders against it.
22.3. The sanction or approval of the authorities concerned being obtained and granted in respect of any of the matters for which such sanction or approval being required,
22.4. The sanction of the Scheme by the NCLT under Sections 230 t~ 23~ af the Act and other applicable provisions of the Act.

357

_,..,,,,, ....

.. ..s

23. OPERATIVE DATE OF THE SCHEME

23.1. The Scheme, although operative from the Appointed Date, shall become effective from the Effective Date.

__________________________________ __,, __ _

24. BINDING EFFECT

24.1. Upon the Scheme becoming effective, the same shall be binding on the Transferor Companies and the Transferee Company and all concerned parties without any further act, deed, matter or thing.

25. EFFECT OF NON-RECEIPT OF APPROVALS

25.1. In the event any of the said approvals or sanctions referred to above not being obtained or conditions enumerated In the Scheme not being complied with, or for any other reason, the Scheme cannot be implemented, the Boards of Directors or committee empowered thereof of the Transferor Companies and the Transferee Company shall by mutual agreement waive such conditions as they consider appropriate to give effect, as far as possible, to this Scheme and falling such mutual agreement, the Scheme shall become null and void and shall stand . revoked, cancelled and be of no effect and each party shall bear and pay their respective costs, charges and expenses in connection with the Scheme.

I 26. GIVING EFFECT TO THE SCHEME

For the purpose of giving effect to the Scheme, the Board of Directors of Transferor Companies anp the Transferee Company or any Committee thereof, is authorized to give such directions as may be necessary or desirable and to settle as they may deem fit, any question, doubt or difficulty that may arise in connection with or in the working of the Scheme and to do all acts, deeds and things necessary for carrying Into effect the Scheme.

27. DISSOLUTION OF THE TRANSFEROR COMPANIES

27.1. Upon the Scheme being sanctioned by an Order made by the NCLT under Sections 230 to 232 of the Act, the Transferor Companies shall stand dissolved without winding up on the Effective Date.
27.2. On and from the Effective Date, name of the Transferor Compal)ies shall be "A~algamated" in the records of the Jurisdictional Registrar of Companies and records relating to the Transferor Companies shall be transferred and merged with the records of the Transferee Company.

28. COSTS

28.1. All costs, charges, taxes including duties, levies and all other expenses, If any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne by the Tran1feror Company 1 or Transferor Company 2 or the Promoter/Promoter Group of the Transferee Company.

~~ 1-.9 o,JL.(. Asstt. Registrar T Ahmedabad Bench Ahmed abad

AI assistant

DCW Ltd. — M&A Activity 2026

63614_rns_2026-01-30_afb8b8f9-93cc-4c82-9076-385ec4908558.pdf

Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

DCW LIMITED

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT -1, AHMEDABAD

Under Secti~n 230-232 of the Companies Act, 2013

IN THE MATTER OF:

CORAM:

ORDER (Hybrid Mode}

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT-1, AHMEDABAD

CP(CAA)/ 58(AHM)2025 In CA(CAA)/ 5 l(AHM)2025

In the matter of Scheme of Amalgamation

Memo of Parties

Dhrangadhara Trading Company Private Limited

Sahu Brothers Private Limited

DCW Limited

Order Pronounced on 22.01.2026

CORAM:

MR. SHAMMI KHAN, HON'BLE MEMBER (JUDICIAL) MR. SANJEEV SHARMA, HON'BLE MEMBER (TECHNICAL)

A P P E A R A N C E:

5. Sahu Brothers Private Limited / Transferor Company No.2

DCW Limited /Transferee Company \_.---"

10. RATIONALE OF THE SCHEME:

STATUTORY/REGULATORY AUTHORITIES OBSERVATION & RESPONSE THEREOF

A. Regional Director and ROC

RD's Observation

The RD in the representation further submitted that this Tribunal may be pleased to direct the Petitioner Companies;

RoC's Observation

15. The Official Liquidator

OL's Observation

16. Income Tax Department

19. Valuation Report

20. Accounting Treatment

25. OBSERVATIONS OF THIS TRIBUNAL

25.2 The Appointed Date of the Scheme is 01.07.2024

Companies involved in the Scheme

Consideration

38. Tins TRIBUNAL Do FuRTHER ORDER

xvi) Consideration for Amalgamation (Part-II, Paragraph-13 of the Scheme)

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH, AT AHMEDABAD

CP (CAA) NO. 58/NCLT/AHM/2025 CONNECTED WITH CA(CAA) NO. 51/NCLT/AHM/2025

Dhrangad.hara Trading Company Private Limited,

Sahu Brothers Private Limited,

ORDER UNDER SECTION 232 OF THE COMPANIES ACT, 2013

This Tribunal do order

SCHEME OF AMALGAMATION

UNDER SECTION 23~ READ WITH SECTION 230 AND SECTION 66 OF THE COMPANIES Aa, 2013 AND OTHE~ ~PPLICABLE PROVISIONS OF THE COMPANIES Aa, 2013 AND RULES & REGULATIONS FRAMED THEREUNDER

BETWEEN

DHRANGADHARA TRADING COMPANY PRIVATE LIMITED. ("Transferor Company l" or "DTCPL")

SAHU BROTHERS PRIVATE LIMITED ("Transferor Company 2" or "SBPL")

THEIR RESPECTIVE SHAREHOLDERS

A. PREAMBLE

B. DESCRIPTION OF COMPANIES

2. Rationale for the Scheme

Parts of the Scheme

PART! / DEFINITIONS AND INTERPRETATION

5, DEFINITIONS

6, SHARE CAPITA~

7. DATE OF TAKING EFFECT AND OPERATIVE DATE

PART II-AMALGAMATION AND VESTING OF THE TRANSFEROR COMAPNIES WITH AND INTO THE TRANSFEREE COMPANY

9. STAFF & EMPLOYEES

10. LEGAL PROCEEDINGS

I 11. INDEMNllY BY SHAREHOLDERS OF THE TRANSFEROR COMPANIES

13, CONSIDERATION

15, ACCOUNTING TREATMENT

17. CONDUCT OF BUSINESS

17.1. Transferor Companies as Trustee

17.2. Profit or Losses up to Effective Date

17.3. Taxes

18. ENFORCEMENT OF CONTRACTS, DEEDS, BONDS & OTHER INSTRUMENTS:

19, MATTERS RELATING TO SHARE CERTIFICATES:

PART Ill. GENERAL TERMS AND CONDITIONS

20. APPLICATION TO NCLT

21. MODIFICATION OR AMENDMENTS TO THE SCHEME

23. OPERATIVE DATE OF THE SCHEME

24. BINDING EFFECT

25. EFFECT OF NON-RECEIPT OF APPROVALS

I 26. GIVING EFFECT TO THE SCHEME

27. DISSOLUTION OF THE TRANSFEROR COMPANIES

DCW Ltd. M&A Activity 2026