EPL LIMITED — M&A Activity 2022

Oct 11, 2022

11 October 2022

	. .
I Corporate Service Department	I The Listing Department
I BSE Limited	j National Stock Exchange of India Ltd
1 25th Floor, Phiroze Jeejeebhoy Towers,	I Exchange Plaza, Plot no. C/1, G Block,
j Dalal Street, Mumbai 400001	j Bandra-Kurla Complex, Bandra (E)
__I	l Mumbai 400051
,! __ Scrip:_ Equity 500135._NCDs 9603_10&. 9603_1.l _____ LTrading Symbol:.EPL l

Ref.: EPL Limited

Sub.: Certified true copy of the NCLT Order sanctioning the Scheme of Amalgamation of CSPL with EPL

Dear Sirs

We refer our letter dated 30 September 2022 informing about the sanctioning the Scheme of Amalgamation of Creative Sty lo Packs Private Limited (Transferor Company or CSPL) with EPL Limited (Transferee Company or EPL) by the Hon'ble National Company Law Tribunal, Mumbai Bench (the NCL T) pursuant to the Sections 230 to 232 of the Companies Act 2013 and applicable laws.

In this regard, we wish to inform you that we have now received the certified true copy of the Order dated 16 September 2022 issued by the NCLT, copy of which is attached herewith.

Upon the Scheme becoming effective and in consideration of the amalgamation, the Company will allot equity shares of face value of Rs. 2 each as fully paid-up to the specified shareholders holding equity shares in the CSPL as per the Scheme. The equity shares in the Transferor Company held by the Transferee Company shall stand cancelled by virtue of the Scheme.

This disclosure is in compliance with regulation 30 and applicable provisions the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, applicable laws, and for your information.

Kindly take the aforesaid on record.

Thanking You

Yours faithfully, irited

Suresh Savaliya ~ SVP-Legal & Company Secretary

Encl.: As above.

Filed online

C.P. NO. 28 OF 2022 Connected with C.S.A. NO. 227 OF 2021

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-V

C.P. NO. 28 OF 2022

IN

C.S.A. NO. 227 OF 2021

In the matter of Companies Act, 2013 (18 of 2013)

AND

In the matter 230,231,232 of Sections and other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016, also read with Rules 11,23 and 34 of the National Company Law Tribunal Rules, 2016

AND

In the matter of Scheme of Amalgamation between Creative Stylo Packs Private Limited (Petitioner No. I/Transferor Company) and EPL Limited (Petitioner No. 2/Transferee Company) and their respective shareholders and creditors

Creative Stylo Packs Private Limited )

A company incorporated under the	)
Companies1956havingitsAct,	)
ataddressregistered205,R.C.	)
ChurchCompound,AmbedkarDr.	)
Road, Dadar, Mumbai-400 014.)
CIN- U21023MH2011PTC219967	)

... Petitioner No. 1/ Transferor Company

Page 1 of 19

C.P. NO. 28 OF 2022 Connected with C.S.A. NO. 227 OF 2021

AND EPL Limited ) (formerly known as Essel Prepack ) Limited) ) A company incorporated under the Companies Act, 1956 having its registered office at PO Vasind, Taluka Shahapur, District Thane, Maharashtra - 421 604. CIN-L 7 4950MH 1982PLC02894 7 ) ) ) ) ) ) ) . .. Petitioner No. 2/ Transferee Company

Order delivered on: 16.09.2022

CORAM:

I

Hon 'ble Shri H.V. Subba Rao, Member (Judicial) Hon'ble Smt. Anuradha Sanjay Bhatia, Member (Technical)

For the Petitioners: Mr. Siddharth Ranade A/W Ms. Samrudhi Chothani and Mr. Raghav Bhargava i/b Trilegal, Advocates for the Applicants

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

ORDER

• 1. Heard the Learned Counsel for the Petitioner Companies. The Counsel for the Petitioner Companies submits that no objector has come before this Tribunal to oppose the Petition; nor has any party controverted any averments made in the Petition. Heard Ms. Sutar for the Regional Director.
• 1. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the applicable rules and regulations thereunder to the Scheme of Amalgamation between CREATIVE STYLO PACKS PRIVATE LIMITED (Petitioner No. 1/ Transferor Company) and EPL LIMITED (formerly known as Essel

Page 2 of 19

Propack Limited) (Petitioner No. 2/ Transferee Company) and their respective shareholders and creditors.

• 1. The Petitioner No. 1/Transferor Company is a private limited company incorporated on 20 July 2011, primarily engaged in the business of manufacturing packaging products and services in India in relation to tubes and corrugated boxes.
• 1. The authorized share capital and the issued, subscribed and paid-up share capital of the Petitioner No. 1 /Transferor Company as on the date of filing the Company Scheme Petition is as under:

PARTICULARS	AMOUNTININR
Authorised Share Capital
31,50,000 equity shares of INR 10/-	3, 15,00,000 /-
each
TOTAL	3,15,00,000/-
Issued, Subscribed and Paid-Up Share Capital
31,50,000 equity shares of INR 10/-	3,15,00,000/-
each, fully paid up
TOTAL	3, 15,00,000/-

• 1. The Petitioner No. 2/Transferee Company is a public limited company incorporated on 22 December 1982, primarily engaged in the business of manufacturing packaging products and services in India and globally.
• 1. The details of the share capital structure of the Petitioner No . 2 /Transferee Company as on the date of filing the Company Scheme Petition are as follows:

PARTICULARS	AMOUNTININR
Authorised Share Capital
35,00,00,000 equity shares ofINR 2/-each	70,00,00,000 /-
TOTAL	70,00,00,000/-
Issued and Subscribed Share Capital
31,59,27,799 equity shares of INR	63, 18,55,598/-

Page 3 of 19

C.P. NO. 28 OF 2022 Connected with C.S.A. NO. 227 OF 2021

2/-each*
TOTAL	63,18,55,598/-
Paid-up Share Capital*
31,58,70,679 equity shares of INR	63,17,41,358/-
2/-each
TOTAL	63,17,41,358/-

*: the figure includes 57,120 equity shares (amount INR 35,725/-) which were forfeited due to non-payment of allotment money.

• 1. The authorized share capital of the Petitioner No. 2/Transferee Company as on 31 March 2021 was INR 70,00,00,000 / divided into 35,00,00,000 equity shares of INR 2/- each. Out of this, the issued and subscribed share capital, paid-up capital of the Petitioner No. 2/Transferee Company was INR 63,17,41,358/-. The Company Scheme Application filed before this Hon 'ble Tribunal included details of the share capital of the Petitioner No. 2/Transferee Company as verified by the statutory auditors of the company.
• 1. Counsel appearing on behalf of the Petitioner Companies states that the equity shares of Petitioner No. 2 /Transferee Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). BSE and NSE by their letters dated 30 September 2021 have given their "no adverse observation/no-objection" letters to Petitioner No. 2, to file the Scheme before this Hon 'ble Tribunal.
• 1. The Learned Counsel further submits that the rationale of the Scheme is as under:

RATIONALE OF THE SCHEME

1. The Learned Counsel submitted that the Scheme inter alia result in the following benefits amongst others:

Page 4 of 19

• a. the Transferor Company and the Transferee Company are engaged in complementary business of manufacturing items which are similar and synergistic to each other. Upon the Scheme coming into effect, the synergistic benefits arising from the amalgamation of the Transferor Company and the Transferee Company would result in greater efficiency, cost management, centralization of resources and technologies and cost effectiveness in the functioning and operation of the Transferee Company;
• b. the Transferor Company has a good share of customers in the packaging business and therefore, the customer pool of the Transferee Company shall also increase after the amalgamation of the Transferor Company with the Transferee Company. The amalgamation will strengthen the Transferee Company's capabilities in high-end decoration of pla stic tubes;
• c. the Scheme will assist in achieving higher long-term financial return that would have been achieved by the Transferor Company and the Transferee Company as separate entities. This is because the amalgamation will make available assets, financial, managerial and technical resources, personnel capabilities, skills, expertise and technologies of the Transferor Company and the Transferee Company, leading to synergistic benefits, enhancement of future business potential, cost reduction and enhance efficiencies, productivity gains and logistical advantages, thereby contributing to future growth and enhancement of shareholder value;
• d. the Scheme will result in cost saving by reduction of administrative and other overhead costs, avoidance of duplication and pooling of managerial skills; and
• e . the Scheme will result in economies of scale and consolidation of opportunities offered by the Scheme which will contribute to make the Transferee Company, pursuant to the sanctioning of the Scheme, the Transferor Company will stand dissolved without winding-up,

Page 5 of 19

consequently, there would be lesser regulatory and legal compliance obligations including accounting, reporting requirements, statutory and internal audit requirements, tax filings, company law requirements, etc. and therefore reduction in administrative costs.

• 1. Accordingly, the Board of Directors of the Petitioners decided that subject to the directions and sanctions of the appropriate Tribunal as may be required under law and subject to such permission of the Central Government and other Authorities that may be necessary, the Scheme of Amalgamation of CREATIVE STYLO PACKS PVT. LTD., the Petitioner No. 1/Transferor Company with EPL LTD., the Petitioner No. 2/Transferee Company, be made on the broad basis referred to in the Scheme of Amalgamation.
• 1. The Counsel for the Petitioner Companies submits that the Board of Directors of the Petitioner No. 1/Transferor Company and the Petitioner No. 2/Transferee Company in their respective Board Meetings held on 12 November 2020 have unanimously approved the Scheme and the copy of the board resolutions are annexed to the Company Scheme Petition.
• 1. The Counsel for the Petitioner Companies further states that in compliance with the directions of the Tribunal, the meetings of the equity shareholders of Petitioner No. 2/Transferee Company was held on 5 January 2022 for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation between CREATIVE STYLO PACKS PVT. LTD. (Petitioner No. 1/ Transferor Company) and EPL LTD. (Petitioner No. 2/ Transferee Company) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. In the said meetings, the Scheme was approved by the equity shareholders of Petitioner No. 2/Transferee Company, without modifications. The report of the Chairperson of the meeting stating the outcome of the meeting of equity shareholders of Petitioner No. 2 /Transferee Company is annexed to the Company Scheme Petition.

Page 6 of 19

• 1. The Counsel appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all the necessary requirements as per the directions of this Tribunal and have filed necessary affidavits of compliance with this Tribunal. Moreover, the Petitioner Companies undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 / 2013 and the Rules made there under, as applicable. The said undertaking given by the Petitioner Companies is accepted.
• 1. The Counsel appearing on behalf of the Petitioner Companies states that the Company Scheme Petition was listed for admission on 3 March 2022, on which date this Hon 'ble Tribunal directed that the Petition be listed on 11 April 2022. The Petitioners were directed to publish notice of hearing in the Business Standard and Navshakti at least ten days before the scheduled date of hearing. Advertisements were accordingly published by the Petitioner Companies on 29 March 2022 in both, the Business Standard and Navshakti.
• 1. The Regional Director, Western Region, Mumbai has filed a Representation on 11 May 2022 (RD Report), with the observations as set out in section IV thereunder, below. The Petitioner Companies have filed an Affidavit in Reply to the RD Report on 26 May 2022, and served the Reply on the office of the Regional Director on 27 May 2022. For ease of reference, responses of the Petitioner Companies are set out alongside the observations:

Observation in RDReport dated 11 May2022	Response of the Petitioner Companiesvide Affidavit in Reply dated 26 May2022
IV.	a) In compliance of The Petitioners undertake to, in compliance
AS-14 (IND AS-103), the	passwithAS-14suchAS-103)(IND
PetitionerCompanies	accounting entries which are necessary in
passshallsuch	ofconnectionwiththeScheme
accountingentries	Amalgamationtocomplywithother
which are necessary in

Page 7 of 19

Observation in RD	Response of the Petitioner Companies
Report dated 11 May	vide Affidavit in Reply dated 26 May
2022	2022
connectionwiththe	applicable Accounting Standards such as
scheme to comply with	AS-5 (IND AS-8).
otherapplicable
StandardsAccounting
such as AS-5(IND AS-8)
etc.
IV.ThePetitionersb)	The Petitioners have served notices upon the
underprovisions	of concernedauthorities,namely,[a]
of thesection230(5)	Commissioner of Income Tax-Mumbai; [bj
2013CompaniesAct,	Official Liquidator, Mumbai; [cj Registrar of
have to serve notices to	Companies, Mumbai; [dj Regional Director,
concernedauthorities	Western Region; [ej ESE Limited (Bombay
which are likely tobe	andand fjJStock Exchange);Securities
affected by Compromise	Exchange Board of India,under Section
orarrangement.	230(5) of the Companies Act, 2013. The
Further, the approval of Petitioners	haveplacedonrecordthe
bytheschemethis	Affidavituponprovingservicethe
mayHon'bleTribunal	abovementioned authorities at Exhibit 0-3
suchnotdeter	to the Company Scheme Petition.
authorities to deal with
any of the issues arising
after giving effect to the
scheme. The decision of
suchAuthoritiesLS
binding on the Petitioner
Company(s).
PetitionerIV.c)	Petitioner No. 2 undertakes to comply with
Companyhaveto	Section 232(3)(i) of the Companies Act, 2013
undertaketocomply	whereunder the Transferor Company when
with section 232(3)(i) of dissolved,	if any paidthe feebythe
Companies Act,2013,	CompanyonauthorisedTransferorits
wherethetransferor	capital shall be set-off against any fees
company LSdissolved,	payable by the Transferee Company on its
the fee, if any, paid by	subsequentauthorisedcapitaltothe
the transferor company	amalgamation. Petitioner No. 2 undertakes
on its authorised capital	to pay the balance/ difference amount of the
shall be set-off against fees	and stampdutyon itsincreasing

Page 8 of 19

Observation in RD	Response of the Petitioner Companies
Report dated 11 May	vide Affidavit in Reply dated 26 May
2022	2022
any fees payable by thetransferee company onitsauthorisedcapitalsubsequenttotheandamalgamationtherefore, petitioners toaffirm that they complyof thetheproV1,swnssection. The TransfereeCompany shall pay thebalance/differenceofamount	asmayshareauthorisedcapital,beapplicable.
the fees and stamp dutyonitsincreasingAuthorisedsharecapital.IV. d) The Hon'ble NCLT	The Petitioners state that the Scheme of
may kindly direct to theanPetitionersfiletoundertakingtotheextent that the SchemeenclosedtotheCompanyApplicationandschemetheenclosedtotheCompanyPetitionareone & same and there isdiscrepancynoordeviation.	Amalgamation enclosed tothe CompanyScheme Application and Company SchemePetition are the same and that there is nodiscrepancy/ deviation therefrom.
IV. e) As per Definition of Thethe Scheme, AppointedDate means 1 February2021;EffectiveDatemeansthedateonwhich the last of theconditions in Clause 1 7havebeen fulfilledin	submit that the presentPetitionersScheme of Amalgamation is in compliancewith the requirements of circular no. F. No.7/ 12/2019/CL-I dated 21August 2019issued by the Ministry of Corporate Affairs,by mentioning the Appointed Date in theScheme as a specific calendar date i.e.1February 2021, which is not a date which

Page 9 of 19

Observation in RD	Response of the Petitioner Companies
Report dated 11 May	vide Affidavit in Reply dated 26 May
2022	2022
withaccordancethisScheme.References inthis Scheme to 'comingofeffecttheintoSchemeScheme','becomingeffective'orofthe'effectivenessScheme' shall mean theEffectiveDate;TheAppointedDateis01.02.2021whichisantedatedthanmoreone year which needs tobechanged.ThemaybePetitionersasked tocomply withandtherequirementsclarifiedvidecircularno.No.F.7/ 12/2019/CL-l dated21.08.2019issuedbyoftheMinistry	precedes the date of filing by more than ayear, and the same also being in compliancewith the provisions of Section 232 (6) of theAct. The Company Scheme Application hasbeen filed within one year of the AppointedDate.
Corporate Affairs.
IV. j) As per Clause 13 oftheScheme,ACCOUNTINGTREATMENTINTHEOfBOOKSTHETRANSFEREEthisCOMPANYUponSchemebecomingeffective and with effectfromtheAppointedDate,theTransfereeCompany shall accountfor amalgamation of theTransferorCompany	The Petitioners undertake that any excess,viz. fair value of the Merged Shares as perClause 13.2(b) over the fair value of the netassets taken over as per Clause 13.2(a)after giving the effect of the adjustmentsandreferredmClause13.2(c)tocancellation of investment as per Clauseshall be treated as goodwill inl 3.2(d),withIndianaccordanceAccountingStandard 103 on Business Combinations inthe books of the Transferee Company. ThePetitioners undertake that in the event theresult is deficit, it shall be credited to the

Page 10 of 19

Observation in RD	Response of the Petitioner Companies
Report dated 11 May	vide Affidavit in Reply dated 26 May
2022	2022
theintoTransferee	capital reserve account in the books of the
Company as per Indian	Transferee Company.
StandardAccounting
Business1 03on
Combinations
underprescribed
Section 133 of the Act
readwiththe
Companies(Indian
Standards)Accounting
Rules, 2015. Upon the
Schemebecoming
effective and with effect
fromtheAppointed
Date,theTransferee
Company shall account
asamalgamationfor
under:
with•Inlinethe
recognitionprinciples
provided under Indian
StandardAccounting
1 03Businesson
Combinations,the
TransfereeCompany
shallrecogniseall
assets and liabilities of
theTransferor
Company transferred to
andvestedinthe
CompanyTransferee
pursuant to this Scheme
at their respective fair
Suchvalues.assets
mayalsoinclude
acquiredidentifiable

Page 11 of 19

C.P. NO. 28 OF 2022 Connected with C.S.A. NO. 227 OF 2021

Observation in RD	Response of the Petitioner Companies
Report dated 11 May	vide Affidavit in Reply dated 26 May
2022	2022
assets,intangible
whetherpreviously
recorded in the books of
ofaccountsthe
Transferor Company or
Upon the Schemenot.
coming into effect,the
above recognition shall
result in the Transferee
Company recording all
the assets and liabilities
oftheTransferor
Company transferred to
andvestedinit
pursuantthisto
Scheme.
•TheTransferee
Companyshall record
issuance of the Merger
Shares at fair value and
accordingly credit to its
sharecapitalaccount
the aggregate face value
of the Merger Shares.
The excess, if any of the
fair value of the Merger
Sharesoverthe face
value of Merger Shares
issued shall be credited
tosecuritiespremium
reserve. Any other inter
companytransactions
if any,and balances,
appearing in the books
ofofaccountsthe
TransferorCompany

Page 12 of 19

C.P. NO. 28 OF 2022 Connected with C.S.A. NO. 227 OF 2021

Observation in RD	Response of the Petitioner Companies
Report dated 11 May	vide Affidavit in Reply dated 26 May
2022	2022
andtheTransferee
standCompanyshall
cancelled. The value of
investment in the equity
shares of the Transferor
Companyheld by the
CompanyTransferee
shall stand cancelled in
ofthebooksthe
TransfereeCompany,
without any further act
or deed. Any excess viz.
fair value of the Merger
issued as perShares
Clause 13.2(b) over the
fair value of net assets
takenperoveras
afterClause13.2(a)
giving the effect of the
adjustments ref erred to
andClause13.2(c)m
ofcancellation
perinvestmentas
Clause 13.2(d), shall be
treated as goodwill in
accordance with Indian
StandardAccounting
Business1 03on
Combinationsthem
books of the Transferee
Company. However, in
the event the result is
shallbedeficit,it
creditedcapitalto
reserve account in the
books of the Transferee
Company.Petitioner

Page 13 of 19

•

Observation in RD			Response of the Petitioner Companies
Report dated 11 May		vide Affidavit in Reply dated 26 May
2022		2022
Companieshaveto
undertakethatthe
surplus I deficit shall be
adjustedtoCapital
Reserve Account arising
of amalgamation.out
FurtherPetitioner
haveCompaniesto
undertake that reserves
shall not be available
offordLstribution
dividend.
IV. g) STATUS OF ROC	Petitioner No.	submits that the2	share
REPORT:-	capital of the Petitioner No.2/Transferee
ROC,MumbaiReport	Company as mentioned in the Company
.2022 hasdated 28.01	Scheme Petition and as per the MCA master
interaliamentioned	data are exactly the same and there is no
thatthere	mismatch inrespect thereofTheshare
are no prosecution, no	capital of Petitioner No.2is reproduced
technicalscrutiny,no			hereinbelow for ease of reference. A copy of
inquiry,noinspection,	the MCA master data is annexed to this
no	reply as Annexure A.
complaintpending
againstPetitioner		Authorized equity share capital
Companies.	Particular	No. of	Value (INR)
Further mentioned that	s	shares
1 . As per MCA Master	As	300~00	70, 00, 00, 000
AuthorisedDatathe	mentioned	0	I
and Paid share capital	them
ofthe	Company
TransfereeCompany	Scheme
does not match with the	Petition
schemeandMCA	As per the	35,00,00,00	70, 00, 00, 000
Portal.	MCA	0	/-
	Master
	Data

Page 14 of 19

Observation in RDReport dated 11 May2022	Response of the Petitioner Companiesvide Affidavit in Reply dated 26 May2022
	Paid up equity share capital
	Particulars	No. ofshares	Paid-upvalue (INR)
	AsmentionedtheinCompanySchemePetition	31,58, 70,679	63, 17,41,358/ -
	As per theMCAMasterData	31,58,70,679	63, 17,41,358/-
	each.Inthe	circumstances,	Face value of all the equity shares is INR 2/-Petitioner2No.
	the Petitioners	in the	submits that the details of the authorizedand paid-up share capital as provided byCompanySchemePetition match with that as appearing on the
some2.Therearependingchargesare			website of the Ministry of Corporate Affairs.The Petitioners submit that the chargespending against the Transferor Company
against the TransferorCompany.	willcontinueforprovideTransferor Company.	posttherelease	ofSchemeAmalgamation, as stipulated under Clause4.3(a) of the Scheme. The Scheme does notof chargesof the
ofInterestthe3.shouldbeCreditorsprotected.Hon'bleTribunal may considertheobservations	Amalgamation isPetitioner No.	thein	The Petitioners submit that the Scheme ofinterest of theI/Transferor Company andthe Petitioner No. 2/Transferee Company,and their respective shareholders, creditors

Page 15 of 19

COURT-V

Observation in RD	Response of the Petitioner Companies
Report dated 11 May	vide Affidavit in Reply dated 26 May
2022	2022
byoutpointedROCMumbai in their report.	and all concerned. The Petitioners submitthat the interest of the shareholders andcreditors shall remain protected.
Petitionerh)IV.TransfereeCompanyshallundertaketowithcomplyallpointedobseroationsout by ESE and NSEvide their letter dated30.09.2021respectively.	The Petitioners undertake to comply with allobseroations Irequirement mentioned bythe ESE and NSE vide their letters dated 30September 2021.
W.ThePetitioneri)CompanyshallundertaketoobtainNOC fromthe IncometaxAuthorities,applicable.	The Petitioners submit that no such separateNOC is applicable to the present case. ThePetitioners have, in any event, sewed noticeoftotheCommissionerIncome-Tax,if Mumbai,towhichnohasrepresentation/ objection/ obseroationbeen received and may be deemed thatIncome Tax Department do not have anyobjection in terms of Rule 8(3) CompaniesandArrangements(Compromises,Amalgamations)Rules,2016.TheofsubmitthatPetitionerstheSchemeanyAmalgamationshallnotaffectexisting/ futureunderproceedingstheIncome Tax Act. The Petitioners, however,undertake to comply with the applicablerequirements of the Income Tax Act andRules thereunder.
j)TherearetheIV.	Petitioner No. 2 submits that the shares to
foreign shareholders in	be issued pursuant to the Scheme are to the
thePetitioner	Individuals who are Indian Residents and
Transfereecompany	Indian citizens and no shares are being

Page 16 of 19

Observation in RD	Response of the Petitioner Companies
Report dated 11 May	vide Affidavit in Reply dated 26 May
2022	2022
viz. EPL Limited, hence	issued to the foreign shareholders or non
fromapprovalRBI,	and accordingly, prime f acieresidents.
FEMA and FERA shall	there is no any approval required from RBI
be obtained, as may be	IundertheFEMAFERA.However,
required.	submitthatnecessaryPetitionersthe
	if any,compliance or filingrequirement,
	under the extant FEMA I RBI regulations
	will be complied with, at the relevant time.
Saveandasexcept	As answered above.
stated in Para W {a) to U)
above,theRegional
Director
praysthisHon'ble
Tribunal may kindly be
pleasedto:
Takethis{a)
Representationon
record;
Considerthe(b)
madeatobservations
Sr.toNo.W(a)U)
mentioned
andabove;
(c) Pass such other order
or orders as deemed fit
andpropermthe
facts and circumstances
of the case.

1. The observations made by the Regional Director have been explained by the Petitioner Companies in paragraph 15 above. No supplementary report has been filed by the Regional Director. The Affidavit dated 26 May 2022 filed by the Petitioner Companies, the clarifications and undertakings given by the Petitioner Companies are accepted by this Tribunal, and the Petitioner Companies are directed to comply with the same. The Authorized Representative of the Regional

Page 17 of 19

•

Director, MCA (WR), Mumbai Ms. Rupa Sutar who is present at the time of the hearing has submitted that the explanation and clarifications given by the Petitioner Companies are found satisfactory she stated that they have no serious objections for approving the scheme by the Tribunal.

• 1. The Official Liquidator has filed his report on 23 June 2022 concluding that the affairs of the Petitioner No. 1 /Transferor Company have been conducted in a proper manner. The representation of the Official Liquidator is taken on record.
• 1. From the material on record and after perusing the clarifications and submissions of the Petitioner Companies to the RD Report and the Report of the Official Liquidator, the Scheme appears to be fair and reasonable and does not violate any provisions oflaw and is not contrary to public policy.
• 1. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 28 of 2022 filed by the Petitioner Companies is made absolute in terms of prayer clauses (a), (b) and (c) of the Company Petition. Thus, the Scheme is sanctioned with the Appointed Date fixed as 1 February 2021.
• 1. Petitioner No. 1 /Transferor Company to be dissolved without winding up.
• 1. The Petitioner Companies are directed to lodge a copy of this order along with the sanctioned Scheme duly certified by Deputy/ Assistant/ Joint Registrar of this Tribunal, attached thereto, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of receipt of the certified copy of this order along with the sanctioned Scheme attached thereto.
• 1. The Petitioner Companies are directed to file copy of the certified copy of this order along with a copy of the sanctioned Scheme attached thereto with the concerned Registrar of Companies, electronically, along withe-form INC 28 within 30

Page 18 of 19

days of receipt of certified copy of this order along with the sanctioned Scheme from the r egistry, duly certified by the Deputy/ Assistant/ Joint Registrar of this Tribunal.

• 1. All concerned authorities to act on a copy of this order along with the sanctioned Scheme, duly certified by Deputy/ Assistant/ Joint Registrar of this Tribunal.
• 1. The Petitioner Companies shall be at liberty to apply to this Tribunal for any directions that may be necessary with regard to the implementation of the Scheme.
• 1. Ordered accordingly. CP(CAA)/28(MB)/2022 is Allowed and Disposed-off

Sd/- Anuradha Sanjay Bhatia Member (Technical)

Sd/- H.V. Subba Rao Member (Judicial)

Da te of Application_-!-/ 1.1-./--=0	Certified True CoPY----:--.,----~ 9.L,£./ :. o:z= o=ol ,<,__
Number of Pages _	_ __;! / -1-:-------'f
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	I 0'Copy prep a red on _-1-::::_J--=--~----"----
Copy Issued on	1 c/ Jo/°' O<-(

Page 19 of 19

For Creative Stylo Packs Private Limited For EPL LIMITED

UО Director

ATE

CERTIFIED TRUE COPY For EACTIMITED SURESH SAVALIYASURESH SAVALIYAHEAD - LEGAL & COMPANY SECRETARY

SCHEME OF AMALGAMATION

UNDER SECTIONS 230 TO 232 AND

OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

BETWEEN

(TRANSFEREE COMPANY)

AND

CREATIVE STYLO PACKS PRIVATE LIMITED

(TRANSFEROR COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

• $\mathbf{1}$ PREAMBLE OF THIS SCHEME
• $1.1,$ This Scheme (as defined hereinafter) is presented under Sections 230 to 232 and other applicable provisions of the Act, and provides for the amalgamation of Creative Stylo Packs Private Limited (hereinafter referred to as the Transferor Company) into EPL Limited (hereinafter referred to as the Transferee Company).
• $1.2$ This Scheme also provides for various other matters consequential to, or otherwise integrally connected with the above, as more specifically stated hereinafter.
• The Transferee Company proposes to acquire [72.46%] (seventy two point forty six percent) of the share capital of the Transferor Company prior to the filing of this Scheme with the Tribunal (as defined hereinafter). The Tr 1.3 that this Scheme shall be filed with the Tribunal and become effective only after the Transferee Company acquires at least [72.46%] of the share capital of the Transferor Company and controls the Transferor Company.

DESCRIPTION OF THE COMPANIES $21$

• $2.1$ Transferee Company
  • The Transferee Company is a public limited company and was originally incorporatedas 'Essel Packagings Limited' on 22 December 1982 and changed its name to 'EsselPropack Limited' with effect from 25 July 2001. Subsequent $(a)$ whereupon a fresh certificate of incorporation was duly issued. The Corporate Identification Number (CIN) of the Transferee Company is 'L74950MH1982PLC028947'. The registered office of the Transferee Company is situated at PO Vasind, Taluka Shahapur, District Thane, Maharashtra - 421604. The equity shares issued by the Transferee Company are listed on BSE and the National Stock Exchange of India Limited (Stock Exchanges).

58

The main objects of the Transferee, Company as stated in its memorandum of $(b)$ association are:

RASHARE

• (1) To carry on the business of manufacturers, processors designers, buyers,sellers, importers and exporters, and/or otherwise dealers of all kinds of multilaminated flexible and rigid packing, card board packing, corrugated packing, pillow packing, plastic packing, tin plate and other metal packing, gunny bags, containers, bottles, collapsible hollow wires, whether made of plastic, metal, paper or tubes, any mammade fibre, Leather or of other material including Ferrous and Non-ferrous metal. High density Polyethylene, Low density polyethylene polygropylene, polyester, nylon, Ethylene, Vinyl, Acetate, polyvinyldene chloride, inomer, metal folls, paper and other man made fibrousmaterial used in the manufacture of multi-laminated flexible and rigid packing, card board packing. corrugated packing, plastic packing, aluminium packing, gunny bags, collapsible tubes, containers, bottles, hollow wars and to manufacture process, buy, sell, import, export or otherwise deal in any of the products, raw materials and allied commodities.
• (ii) To establish and promote the export and import of all kinds of merchandise, machinery, equipment, articles, manufactured or otherwise, produce of all kinds to or from any country or transport or carry the same from one part of the country to another part thereof.
• (iii) To carry on the business as traders of all types of electronicals, electronic goods, components, machineries, equipments, apparatus,' meters and testing equipments.
• (iv) To carry on any and all other business (industrial, trading, manufacturing, commercial, artistic, agricultural, consulting, servicing or any in anywise whatsoever and in any goods commodities or products, including the business of general agency, or other business which may seem to the Company capable of being conveniently carried on and calculated directly or indirectly, to render any of the Company's properties rights or activities for the time being profitable, and also to acquire promote, aid, foster, subsidise or acquire interest in any industry, commerce institutions, establishment or undertaking in any country or countries whatsoever, and either as importers, exporters, dealers,factors manufacturers or otherwise in any manner, and as consultants, technical advisers, assessors or surveyors.
• (v) To carry on the business of recycling the waste generated from plastic and metal in the manufacturing process, to manufacture any products or bi-products such as pallets, top frames, inter-layer sheets, crates; boxes, cable drums, compositors, car bumpers, battery trays, water drainage channels, plasti cones and spindles for textiles, nursery boxes and boarders and all other forms of recycling of waste from plastic and metal.
• (vi) To design, manufacture, sell, distribute, trade, import, export and deal in all areas of medical devices, coated and non-coated stents, catheters based devices, components for all types of stents, catheters, balloons and deal in all types of body inserts and body components for medical and surgical purposes.

$\overline{2}$

LIMI

MUMBAI

$\frac{1}{2}$ and $\frac{1}{2}$

(vii) To design, manufacture, process, compound, mix, pack, formulate, condense, distill, rectify, sterilize, pasteurize, treat, cure, extract, commercialize, develop, prepare, purify, preserve all varieties of dyes used in all industries as also dyes intermediaries, surgical appliances, plastic tubings, surgical plastic transfusion sets, and also to manufacture organic and inorganic chemicals, blood and saline sets and other materials.

(viii) To carry on the business of manufacturers, importers, exporters of and dealers in products of cosmetics, natural and/or artificial perfumes and perfumerycompounds, essential oils, scents, waxes, adhesives, dyes, colours, polishes of all kinds and to utilize the bye-products in any manner possible.

The Transferee Company is engaged in the business of manufacturing, marketing, distributing, developing, formulating, trading and selling of packaging products and services including extruded and laminated plastic tubes, l pumps and others related to packaging, printing, labelling, manufacturing process in India and globally.

Transferor Company

• The Transferor Company is a private limited company, incorporated on 20 July 2011.The Corporate Identification Number (CIN) of the Company is'U21023MH2011PTC219967'. The registered office of the Transferor Company issi 400014.
• $(b)$ The main objects of the Transferor Company as stated in its memorandum of association are:
  • To manufacture, wholesale, retail, import, export, act as commission agent in $(i)$ Packing Products including Paper Packing like Corrugated Boxes, Sheets,Rolls, Partitions, Liners, Pharmaceutical Products, Cosmetic Products,Filling Lines for Cosmetic and Pharmaceutical Products, Laminated Tubes, Plastic Tubes, Aluminium Tubes, Lamination Films, Caps and PackingProducts made from Plastic, Glass, Paper, Duplex Board and other PackingMaterials and carrying out various types of Printing Work.
  • $(ii)$ To acquire whole of the running unit or undertaking of M/s Creative Packagings, a partnership Firm or any other company or any other firm or any other business unit or part thereof for such consideration as the company may think fit of any company or any firm or business unit having objects similar to those of this company.
• The Transferor Company is engaged in the business of manufacturing, marketing, distributing, developing, formulating, trading, selling (through any mode), and acting $(c)$ as commission agent of packaging products and services in India in relation to tubes and corrugated boxes.

$31$ RATIONALE, OBJECTIVE & PURPOSE OF THIS SCHEME

The amalgamation of the Transferor Company with the Transferee Company would inter alia $3.1$ have the following benefits:

MIMBALBO

è

$-1.60$

$(a)$

$(c)$

Transferor Company has a good wallet; share in some customers and therefore Transferee's wallet share of the same customers will increase after the Merger. The Merger will strengthen the Transferee's company capabilities in high-end decoration of plastic tubes.

The Transferor Company is in the business of manufacturing items which are similar and synergistic to those manufactured and dealt with by the Transferes Company. Upon the Scheme coming into effect, the synergistic benefits arising from the amalgamation of the Transferor Company and the Transferee Company would result in an even more effective business strategy for the Transferee Company and in greater efficiency, cost management, centralization of resources and technologies and cost effectiveness in the functioning and operation of the Transferee Company. Further, the Scheme will result in the entire undertaking of the Transferor Company getting transferred to the Transferee Company, thereby resulting in the shareholders of the Transferor Company and the Transferee Company having participation in, and deriving benefits from, the growth and prospects of the combined business operations of the Transferor Company and the Transferee Company.

The Scheme will assist in achieving higher long term financial returns than would have been achieved by the Transferor Company and the Transferee Company as separate entities, as the Scheme will make available assets, financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Transferor Company and the Transferee Company leading to synergistic benefits, enhancement of future business potential, cost reduction and enhance efficiencies, productivity gains and logistical advantages, thereby contributing to future growth and enhancement ant of shareholder value.

$(d)$ Cost saving by reduction of administrative and other overhead costs, avoidance of duplication and pooling of managerial skills.

$(e)$ The Scheme will result in economies of scale and consolidation of opportunities offered by the Scheme which will contribute to make the Transferee Company, pursuant to the sanctioning of the Scheme, more profitable, thereby further enhancing the overall shareholder value. Pursuant to the sanctioning of the Scheme, the Transferor Company will stand dissolved, consequently, there would be lesser regulatory and legal compliance obligations including accounting, reporting req internal audit requirements, tax filings, company law requirements, etc. and therefore reduction in administrative costs.

In view of the aforesaid, the Board of the Transferor Company and the Board of the Transferee Company have approved the Scheme between the Transferor Company and the Transferee $3.2$ Company in order to benefit the stakeholders of both companies. Accordingly, the Boards of both the companies have formulated this Scheme pursuant to the provisions of Sections 230 to 232 of the Companies Act 2013 (including any statutory modifications or re-enactments or amendments thereof) and other applicable provisions of the Companies Act, 2013.

$3,3$ The amalgamation shall take place with effect from the Appointed Date (as defined hereinafter) in accordance with Section 2 (1B) of the Income-tax Act, 1961. If any provisions of the Scheme are found to be inconsistent with Section 2 (1B) of the Income-tax Act, 1961, including as a result of an amendment of law or for any other reason whatsoever, the Scheme shall stand modified to the extent necessary to comply with Section 2 (1B) of the Income-tax Act, 1961.

61 TEMM

PARTS OF THIS SCHEME $\overline{4}$ .

· 市民 H

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{$

L. Philadelphia Nue Stark

j,

This Scheme is divided into the following parts: $4.1$

CONTRACTOR

"摄影

PART A: Deals with definitions used in this Scheme and sets out the share capital of the Transferor Company and the Transferee Company; $(a)$

$-11 - 1$

• PART B: Deals with the transfer and vesting of the Undertaking (as hereinafter defined) of the Transferor Company to the Transferce Company; $(b)$ $\ddot{\phantom{a}}$
• PART C: Deals with the issue of new equity shares by the Transferee Company to the equity shareholders of the Transferor Company; $(c)$
• PART D: Deals with the accounting treatment for the amalgamation in the books of the Transferee Company; $(d)$ .
• PART E: Deals with the dissolution of the Transferor Company, general terms applicable to this Scheme and other matters consequential and integrally connected thereto. $(e)$

$\boldsymbol{r}$

• 1, DEFINITIONS
• 1.1 In this Scheme, unless repugnant to the meaning or context thereof, the following expressions . shall have the following meanings:
  • (a) Act means the Companies Act, 2013 and the rules and regulations made thereunder and shall include any statutory modification or re-enactment thereof for the time being in force;
  • (b) . Appointed Date means 1 February 2021;
  • (c) Board means the board of directors of the Transferor Company or the Transferee Company, as tho case Dilly be, in office at the relevant time and illcludes a committee duly constituleif BIid authorized by the board of directon; of the Transferor Company or the Transferee Comp~y, as the case may be;
  • (d) BSE means the BSE Limited;
  • { e) Consent means any approval, consent, ratification, waiver, notice or other authorization· of or from or to any person;
  • {f) Effeetive Date means the date on whieh the last of the conditions in Clause 17 have been fulfilled in accordance with this Scheme. References in this Scheme to 'coming Into effect of the Scheme', 'Sehe!lle becoming effective' or 'effectiveness of the Scheme' shall mean the Effective Date;
  • (g) Employees means all the permanent employees of the Transferor Company as on the Effective Date;
  • (h) Funds has the meaning ascribed to sueh term in Clause 6.2;
  • (i) Governmental Authority means any applicable central, state or local government, legislative body, regulatoi:y or admini.,trative authority, agency or commission or any court, tribunal; board, bureau, instrumentality, judicial, quasi-judicial or arbitral body in India or outside India and includes the Stock Exchanges;
  • ' G) Merger Shares means fully paid-up equity sruu-es efface value Rs. 2 oflhe Transferee Company to be issued to the sruu-eholders of tbe Transferor Company as of the Cut-Off Date (other than !he Transferee Company) in -proporti.on to their respective shareholding in the Transferor Company in accordance with this Scheme;
  • (k) Liabilities has the meaning ascribed to such tenn in Clause 4.3(a); ·
  • (I) Long Stop D ate means the date falling 2(two) years from the date of acquisition of 72.46% {seventy two point forty six percent) of the equity shares of the Transferor Company by the Transferee Company or sueh other dnte as may be mutwilly agreed between the Parties;

§ ,· 4' . "

_ ..

63 . . . .

(m) Parties means collectively th~ Transferci~ Company and th~ Transferee Company;

• (n) Cul-Pff Date m~ the date to be deciaed-by the Board of the Transferee Company for detc:rmining the equity &hareholders of the TransferOl'. Company to whom -equity s~ oflhc Transferee Company sball be allot1ed pursuant to_lhis Sclieme;
• (o) Registrar of Companies means the registrar of companies at Mumbai, Maharashtra;
• (p) Rs or Rupees means Indian Rupee, the lawful curr.ency of the Republic of India;
• (q) Sanction 'Order means the order of the Tribunal sanctioning this Scheme;
• (r) Scheme means this scheme of amalgamation including any amendments made in accordance with the terms hereof; ·
• (s) SEBI means the Securities and Exchange Board of India;

• *••,_1.-.* · I -- , • •·• •"":>• • •-- "' ~~~"';- •'"' - -:,'.77 :,':~' "! r:;:--:;•: t:<.';'! :r-·:r•• ... ~ -a • ..-••.•c, -.,•-•r-:•.i ,

• (t) SEBI Circular means the SEBI Circular dated March 10, 2017, bearil!g reference number CFD/DIL3/CIR/2017/21 and any amendments thereof issued pursuant to Regulations 11, 37 and 9J of the SEBI Listing-Regulations;
• (u) SEBI Listing Regulations means .SEBI (Listing Obligations and Disclosure Requireinents) Regulations, 2015 and any amendments thereof;
• (v) Share Exchange Ratio has the m~g ascribed to such term in Clause 11.l (a);
• (w) Stock Exchanges means the National Stock Exchange of India Limited and the BSE;
• (x) Tribunal means the National Company Law Tribunal, Mumbai, and shall include, if applicable, such other forum or authority 11S may be vested with the powers of a tno.unnl for the pUiposes of Section 230 to Section.232 and other applicable provisions o·r the Act;
• (y) Undertaking means all the businesses, undertakings, properties, investments, obligations and liabilities of the Transferor Company on a going concern basis and includes all:
  • (i) assets (whether movable or immovnble, present, future or contingent, tangible or intangi'ble), electrlc.il·fittings, equlp~t, installations, computers, vehicles, fumiturc, fixtures, office equipment, investments (including share application mollies, shares, scrip.s, stocks, bonds, debenture stocks, units or pass through certificates, securities, benefits of assets or properties or other interest held in trust, cash balances, deposits, loans, advances, contingent rights or benefits, book debts, receivables, actionable claims, earnest moneys, financial assets, funds, benefit of any security arrangements or under any guarantees, reserves and provisions of the Transferor Company;

(ii) contracts and arrangements of all kind, hire purchase contracts, rights ap.d benefits under any u~ment, all contractual rights including title, interests, ,.. ::a:;- refunds, other benefits (including indemnities given for ·the benefit of the · ' · \ A. Transferor Company), assets held by or relating to any Transferor Company employee benefit plan, derivative instruments, forward contracts, insurance ~~-G claims receivable,incentives, credits, rights, easements, privileges, liberties and I • • ··" **j j-.,,ofwb,t~,..,.,.,.,.,. w"""°"'°'** • z~~0 r in the

;)= -+' ~~-

ownership, power or possession and in the control of or yested in or granted in streament for enjoyed by the Transferor Company or in connection with orrelating to the Transferor Company and all other interests of whatsoever naturebelonging to or in the ownership, power, possession or the control of in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company:

$\overline{\phantom{a}}$ $\ddot{\phantom{a}}$

$1.4.4$

J.

$-64$

• $(iii)$ all licenses, consents, permits, approvals, registrations, exemptions, no-objection certificates, municipal permissions, registrations entitlements,assignments, permissions, incentives, subsidies, concessions, grants, ri claims, tenancy rights, liberties, special status and other benefits or privileges and claims as to quotas, rights, engagements, arrangements, authorities, allotments, security arrangements and all other approvals of every and description whatsoever; rights to use and avail of telephones, faosimile, email, internet, leased line connections, installations and utilities for the benefit of or used by the Transferor Company;
• $(iv)$ all tax deferrals and benefits, sales tax deferrals, tax credits (including goods and services tax, input credits, credits arising from advance tax, self-assessment tax, other income tax credits, withholding tax credits, minimum alternate tax credits, other indirect tax credits and other tax receivables liabilities and tax holiday benefit for the benefit of the Transferor Company;
• $(v)$ all liabilities and obligations of whatsoever kind including secured and unsecured debts (whether in Indian Rupees or foreign currency), borrowings, sundry creditors, employee related liabilities, liabilities relating to payment of gratuity, pension beaefits, provident fund, employee related compensations and benefits, and other liabilities (including contingent liabilities), duties and obligations of the Transferor Company;
• books, records, papers, files, lists of customers, borrowers, lenders and suppliers, other customer information and all other records and documents, $(vi)$ whether in physical or electronic form of the Transferor Company;
• all intellectual property rights, claims as to any patents, brands, trademarks, licenses, marketing authorisations, approvals, marketing tangibles, designs, software, trade and service names and marks, brands, patents, cop $(vii)$ licenses, computer programs, domain names, manuals, data, catalogues, sales material whether owned by, licensed to or assigned to the Transferor Company; and
• (viii) all permanent employees engaged by the Transferor Company as on the Effective Date, including all employee benefits such as provident fund, employees state insurance, gratuity fund and superannuation fund.
• References to "Clauses", "Sections" and "Parts", unless otherwise stated, are references to clauses, Sections and parts of this Scheme. The headings herein shall not affect the construction of this Scheme. Any phrase intro $1.2$ any similar expression shall be construed without limitation.

$\overline{2}$ SHARE CAPITAL

sharcsof.R.,A0 each .3,150,000·	31,500,000
3 500,00shares ofRs. 10 each	31,500 000

65 ·,

2.2 T~ share capit!!,1 structure o.fthc Transferee Comp.any as on 30 September 2020 is as follow~:

.• ,:.:-·: .

350 000,000 eauitv shares of Rs. 2 each	700,000,000
Total	700,000,000
315,622,727 equity shares ofRs.2 each	631245 454
Total	631 ,245,454
315,565,607 fully paid up equity shares of Rs. 2 eachAdd: 57,120 equity shares of Rs. 2 each (forfeited)•	631,13.1,21478,515
Total	631,209 729

*On 29 January 2015, the Transferee Company forfeited 35, '725 (Re. J paid up) partly paid up equity shares and 11,395 (Rs. 2 fully paid up) fully paid up bonus shares, consequent lo whlchfoifeit.ed amount of Rs. 78,~15 is added to the subscrlbe4 and paid up capital of the Transferee Company.

2.3 The equity shares ofth~ Transferee Company are listed on the Stock Exchanges.

1. DATE WHEN THE SCHEMES COMES INTO OPERATION

The Scheme shall be effective from the Appointed Date mentioned herein but shall be operative from the Effective Date.

I.,

-66

PART B

$-115$

TRANSFER AND VESTING OF AMALGAMATING UNDERTAKING

TRANSFER OF UNDERTAKING

Upon the coming into effect of this Scheme and with effect from the Appointed Date, the Undertaking of the Transferor Company shall be transferred to and vested in the Transferee Company as a going concern without any further act, instrument or deed so as to become, as and from the Appointed Date, the underta manner provided in this Scheme,

$4.2$ Transfer of Assets

$(a)$

$\overline{4}$

$.4.1$

Upon the coming into effect of this Scheme and with effect from the Appointed Date, all the estate, assets, rights, claims, title, interest and authorities comprised in the Undertaking shall, under Sections 230 to 232 and other applicable provisions of the Act, without any further act, instrument or deed, be and stand transferred to and vested In and be deemed to have been transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date, the estate, assets, rights, claims, title, interest and authorities of the Transferee Company.

$(b)$

$(c)$

The assets of the Transferor Company as are movable in nature or are otherwise capable of transfer by delivery of possession, payment or by endorsement and delivery shall be so transferred by the Transferor Company and shall become the property of the Transferee Company with effect from the Appointed Date pu 232 and other applicable provisions of the Act without requiring any act, instrument or deed for transfer of the same. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested, and title to the property shall be decined to have been transferred accordingly.

The assets of the Transferor Company including sundry debtors, receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, investments, earnest money and deposits with any Governmental Authority or with any company or other person, other than those referred to above shall, without any further act, instrument or deed, be transferred to and vested in the Transferee Company upon the coming into effect of the Scheme and with effect from the Appointed Date pursuant to Sections 230 to 232 and other applicable provisions of the Act.

All assets, rights, title, interest, investments and properties of the Transferor Company and any assets, right, title, interest, investments and properties acquired by the Transferor Company after the Appointed Date but prior to the Effective Date shall also, without any further act, instrument or deed stand transferred to and vested in the Transferee Company upon the coming into effect of this Scheme and with effect from the Appointed Date, pursuant to Sections 230 to 232 and other applicable provisions of the Act and all other provisions of applicable law, if any.

All immovable properties of the Transferor Company, including land together with buildings and structures standing thereon and rights and interests in Immovable properties of the Transferor Company, whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto, shall be vested in the The Transferee

Transferee Company, without any further act, instrument or deed LIMO MUMBAI $\frac{1}{2}$ $10$ MUMBA TIMA MUMBAI THE PARTY AND THE STATE OF REMARKT LAW PARK MRAL

, • Company .s~ be entitled to exercise all rights and prj.vi)eges attached to such immovable properties.and shall be liable fµlfil all obligations in relation to or applicable to such iinmovabl" properties. .The relevant authorities shall grant all clearances/pemiissions, if any, required for enabling the Transferee Company to absolutely own and enjoy such lrl\DSferred immovable properties in accordance with applicable law. The mutation or substitution of the title to the ·immovable properties shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Transferee Company by Governmental Authorities pursuant to the sanction of this Scheme and upon the Scheme becoming effective.

• ... •.

(f) All . the consents, licenses, perinits, entitlements,' quotas, approvals, pemllss1ons, registrations, incentives, tax deferrals, exemptions and benefits'(including sales tax and service tax), . subsidies, refunds, 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 Company and all rights and benefits that have accrued or which may accrue to the Trwferor Company, with effect from the Appointed Date including income tax and other tax benefits and exemptions shall, . under the provisions of Section 230 to Section 232 and other applicable provisions of the Act shall, ithout any act, instrument or deed stand transferred to and.vest in and be available to the Transferee Company so as to become the consents, licenses, permits, entitlements,' quotas, approvals, permissions, registrations, incentives, tax deferrals, exemptions and benefits (including sales tax and service tax), subsidies, refunds, concessions, grants, rights, claims, leases, tCil3Iloy rights, liberties, special status and other benefits or privileges of the Trferee Company and shall remain valid, effective and enforceable on the same te!IllS and conditions. ·

(g) All cheques and·other negotiable instruments, and payment orders received in the name of the Transferor Company after the Effective Date shall be accepted by the bankers of the Transferee Company and credi~ed to the account of the Transferee Company. ~imilarly, the banker of the Transferee Company shall honour cheques issued by the Transferor Company for payment after the Effective Date. On the Scheme becoming effective, the balance lying in the bank accounts of the Transferor Company shall be transferred to the bank accounts of the Transferee Company.

(h) Upon the coming into effect of this Scheme and with effect from the Appointed Date, pursuant to Section 230 to Section 232 and other applicable provisions of the Act, the Transferee Company will be entitled to all the trade and service names and marks, brands, patents, copyrights, licenses, marketing authorisations, approvals and marketing tangibles of the Transferor Company including registered and unregistered trademarb along with· all rights of commercial nature including those attached lo goodwill, title, interest, labels and brands registrations, copyrights, trademarks and all such other industrial or intellectual rights of whatsoever nature.

Upon the pqming into effect of this Scheme and with effect from the Appointed Date, all liabilities r:ilating to and comprised in the Undertaking including all secured and unsecured d_ebts (whether in Indian rupees or foreign currency), sundry creditors, liabilities, debentures, duties and obligations and undertakings of the Transferor Company of evezy kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its business activities an.d opc:rations (the Liabillties) shall, pursuant to the sanction. of this Scheme by theTn'\ninals and under Sections 230 to 232 and other applicable provisions of the Act, without any further act, instrument, deed, be transferred to' and -vested in or be deemed to have ~ l{llllSfe=d to and

..11.f/J' ,{-~ L1!14,.)' q_v • o ""(;:: , U/ MUM8AI c£r ! ~

' I •I / }'

II

"' . ~o MUMllAi

r

68

vested in the Transferee Company, along with any charge, encumbrance, lien or security thereon, and the same shall be assumed by the Transferee Company to the extent they are outstanding on the Effective Date so as to become the liabilities of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company.

$(b)$ .

$\overline{a}$ $\overline{a}$ $\overline{a}$

County

All debts, loans and borrowings (including debentures) raised, liabilities, duties and obligations of the Transferor Company as on the Appointed Date, whether or not provided in the books of the Transferor Company, and all debts, loans raised, liabilities, duties and obligations incurred or which arise or accrue to the Transferor Company on or after the Appointed Date till the Effective Date, shall be deemed to be and shall become the debts, loans and borrowings (including debentures) raised, liabilities, duties and obligations of the Transferee Company upon the coming into effect of this Scheme and with effect from the Appointed Date. Where duties or obligations of the Transferor Company have been discharged or satisfied on or after the Appointed Date and prior to the Effective Date, such discharge or satisfaction shall be deemed to be for and on account of the Transferee Company.

• All loans raised and utilised and all liabilities, duties and obligations incurred or $(c)$ undertaken by the Transferor Company after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme and under Sections 230 to 232 and other applicable provisions of the Act, without any further act, instrument or deed be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company and shall become the loans and liabilities, duties and obligations of the Transferee Company.
• $(d)$ Loans, advances and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or anangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between the Transferor Company and the Transferee Company shall stand discharged and come to an end on the Effective Date and there shall be no liability in that behalf on any party and appropriate effect shall be given in the books of accounts and records of the Transferee Company.
• Upon the coming into effect of this Scheme, the Transferee Company shall be liable to perform the Transferor Company's obligations in respect of the liabilities transferred $(e)$ to it in terms of this Scheme.
• $(f)$ Clause 4.3 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document, all of which shall stand superseded by the foregoing provisions.

$4.4$ Encumbrance

$(a)$

The transfer and vesting of the assets comprised in the Undertaking to and in the Transferee Company under this Scheme shall be subject to the mortgages and charges, if any, affecting the same, as and to the extent hereinafter provided.

All encumbrances over the Transferor Company's assets existing on the Appointed Date shall, insofar as they secure or pertain to liabilities of the Transferor Company, shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Effective Date and as are

transferred to the Transferee Company. Such encumbrances shall not relate or attach to any of the other assets of the Transferee Company.

If any assets of the Transferor Company have not been encumbered in respect of any liabilities transferred pursuant to this Scheme, such assets shall remain unencumbered and the existing encumbrance shall not be extended to and shall not operate over such assets. Such encumbrances shall not relate or attach to any other assets of the Transferee Company. The holders of security over the properties of the Transferee Company shall not be entitled to any additional security over the properties, assets, rights, benefits and interests of the Transferor Company and therefore, assets of the Transferor Company or Transferee Company which are not currently encumbered shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Transferee Company.

$45$ Transfer of Contracts, Deeds, etc.,

Upon the coming into effect of this Scheme and with effect from the Appointed Date, $(a)$ subject to this Scheme, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect against or in favour, as the case ma and shall be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto.

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, $(b)$ licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Company in relation to the Undertaking shall stand transferred to the Transferee Company as if the same were originally given by, issued to or executed in favour of the Transferee Company, and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company, without any further set, instrument or deed. The Transferee Company shall, if required, file certified copies of the Tribunal's order and make appropriate applications to any governmental authority, as may be necessary, for statistica governmental authority shall make and duly record the necessary substitution or endorsement in the name of the Transferee Company as successor without any break in validity and enforceability of such consents, permissions, licenses etc.

Place of Vesting $4.6$

The vesting of the Undertaking of the Transferor Company shall, by virtue of the provisions of this Scheme, and the effect of the provisions of the Act, take place at the registered office of the Transferee Company.

$5.$ LEGAL PROCEEDINGS

Upon the effectiveness of this Scheme and with effect from the Appointed Date, all suits, actions, claims, legal, taxation or other proceedings by or against the Transferor Company whether civilor criminal and whether pending and/or arising on or before the Effective Date, shall be continued and/or enforced by or against the Transferee Company en effectually and in LIMI?

MUMBA

MUMBAI

$13$

त्यनी विश्व

LIMI MUMBAI

69

$(c)$

the same manner and to the same extent as if the same had been originally instituted and/or pending and/or arising byor against the Transferee Company.

$\ddot{\phantom{a}}$

EMPLOYEES

$6.1$

• Upon the coming into effect of this Scheme, all Employees as on the Effective Date shall become the permanent employees of the Transferee Company on the terms and conditions not less favourable than those on which they are engaged by the Transferor Company and without any interruption of, or break in service as a result of the transfer of the Undertaking. The past services of the Employees and benefits to which the Employees are entitled in the Transferor Company be taken into account for the purpose of payment of any compensation, gratuity and other terminal benefits by the Transferee Company.
• Insofar as the provident fimd, gratuity fund, trusts, retirement fund or benefits and any other funds or benefits created by the Transferor Company for the Employees or to which the Transferor Company is contributing for t $6.2$ concerned, all the contributions made to such Funds for the benefit of the Employees and the investments made by the Funds in relation to the Employees shall be transferred to the Transferee Company and shall be held for the benefit of the concerned Employees. If the Transferee Company has its own funds in respect of any of the Funds, such contributions and investments shall, subject to necessary approvals and permissions and at the discretion of the Transferee Company, be transferred to the relevant funds of the Transferee Company and shall be held for the benefit of the concerned Employees.
• In relation to those Employees for whom the Transferor Company is making contributions to the government provident fund, the Transferee Company shall stand substituted for the $6.3$ Transferor Company for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, such that all the rights, duties, powers and oblig fund trust shall become those of the Transferee Company.

$7.$ TAXATION MATTERS

• $7.1$ Upon the Scheme coming into effect, all taxes/ cess/ duties paid, payable, received or receivable by or on behalf of the Transferor Company, including all or any refunds, claims or entitlements as to tax credits, taxes paid in advance, and/ or taxes deducted at source, including refunds or claims pending with the revenue authorities, if any, shall, for all purposes, be treated as the taxes/cess/duties, liabilities or refunds of the Transferee Company.
• $7.2$ The unutilized credits relating to excise duties paid on inputs lying to the account of Transferor Company as well as the unutilized credits relating to service tax paid on input services consumed by the Transferor Company shall be transferred to the Transferee Company automatically without any specific approval or permission as an integral part of the Scheme.
• $7.3$ With effect from the Appointed Date, all income tax paid (including advance tax and selfassessment tax), income tax refund due or receivable, tax deducted at source, wealth tax, carried forward losses, depreciation, capital losses, pending balances of amortizations, tax holiday benefits, incentives, credits (including tax credits), tax losses (if available) etc., under the Income-tax Act, 1961 in respect of any assessment and/or appeal, (whether as per books or as per the Income-tax Act, 1961) and any rights / refunds under the Income-tax Act, 1961 including applications for rectification, appeals filed with tax authorities of the TransferorCompany shall also pursuant to Sections 230 to 232 and other applicable provisions of the Act, without any further act or deed, be transferred to or be deemed to be transferred to the

Tcansferec Company and shl!ll be treated as paid by the Transferee Company and it sha_ll be entitled to claim credit, refund-or adjustment for the same as inay be applicable.

. . . 7.4 If the Transferor Company is entitled to any benefits under incentive schemes-and policies, it is declared that the benefttninder all such incentive schemes .and policies shall be'trnnsfcm:d to and vested in the Transferee Company.

., .f.,

7.5 Upon this Scheme being effective, the Transferee Company may revise and file its In.conic la.it returns and other statutory retums, including tax deducted / collected at source returns, service tax returns, e;iccise tax returns, and other tax Illturos, as may be applicable and has expressly reserved the right to make such.provision in its returns.and to claim refunds or credits etc. if any. Such returns may be n:vised and filed ootwithstandlng that the statutory period for such revision and filing may have expired.

8. CONDUCT OF BUSINESS

• 8.1 With effect from the Appointed Date and up to and incl1;1ding the Effective Date:
  • (a) The Transferor Company undertakes to canyon and shall be deemed to have carried on all its business and activities .as hitherto and shall hold and stand possessed of the Undertaking on account of, and for the benefit of and in trust for, the Transferee Company;
  • (b) .All profits or Income accruing or arising to the Transferor.Company, all cheques or ·payments [!mdc out in the f!llllle of the Transferor Company, and nil expenditure or los~es arising.or incun..ed (including nlJ taxes, if any, paid or accruing in respect of any profits or income, as the case may be, expenditure or losses (including taxes) of the Transferee Company; and
  • (c) Any of the rights, powe.rs, n~es and privileges att.iched or related or pertaining to and exercised by or available fo the Transferor Company shall be deemed to have been exerciEed by the Transferor Company for and on behalf of and es an agent for the Transferee Company. Similarly, any of the obligations, duties and commitments attached, related or pertaining to the Undertaking that have been undertaken or discharged by the Transferor Company shall be deemed to have been undertaken or /lischarged for and on behalf of and as agent for the Transferee Company.
• 8,2 . Notwithstanding anything contained in this Scheme, subject to applicable law, the Board of the Transferee Co.mpa.ny shaU be entitled to consider, pursue, manage, undertake nnd conduct the business of the Transferee Company including any corporate actions, issue of securities and bonus shares, buy back of securities, reorganization, restructuring of its business, strategic acquisition or sale of any business, joinL ventures, business combinations es it may deemed punruant and necessary in the .interest of the Transferee Company or to give effect to obligations under applicable law.

9. SA YING OF CONCLUDED TRANSACTIONS

9.1 Subject to this Scheme, the transfer and vesting of1he Undertaking of the Transferor Company under this Scheme shall not affect any transactions or proceedings already concluded by the Transferor Company on or before the Appointed Date or concluded after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things made, done and executed by the Transferor Company as acts, deeds and things made, done and executed hy or on behalf of the Transferee Company in accordance with '-' I;<

!his Scheme. ~=--.,_,,__ LIM

IS

8

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POST SCHEME CONDUCT OF OPERATIONS

an stag tal

Justify

$10.1$

$10.2$

Even after the Scheme becomes effective, the Transferee Company shall be entitled to operate all bank accounts of the Transferor Company and realise all monics and complete and enforce all pending contracts and transaction

" CORRESPONDENT

G

Without prejudice to the other provisions of this Scheme and notwithstanding the fact thatvesting of the Undertaking occurs by virtue of this Scheme itself, the Transferee Company may,at any time after the coming into ef to above on the part of the Transferor Company to be carried out or performed.

TM NUMBA

$\frac{1}{2}$

$\overline{\mathbb{R}}^n$

MUMBA!

MUMBAI

$16$

$72 - 4$

$73$

PART C

ISSUE OF EQUITY SHARES BY TRANSFEREE COMPANY

ISSUE OF EQUITY SHARES 11.

$\Delta$

PRI

$11.1$ Issue of New Equity Shares by the Transferee Company

• Upon this Scheme becoming effective, the Transferee Company shall, without $(a)$ requirement of any further act, instrument or deed (after cancellation of shares pursuant to Clause (f)), issue and allot to the shareholders of the Transferor Company as existing on the Cut-Off Date (which, for the avoidance of doubt, shall not include the Transferee Company) 2500 equity shares of the face value of INR 2 cach of the Transferee Company for every 927 equity shares of the face value of INR 10 each fully paid-up held by such shareholder in the Transferor Company (the Share Exchange Ratio), free from all Encumbrance, in consideration for the amalgamation of the Transferor Company into and with the Transferee Company.
• $(b)$ In the event, the Parties restructure their share capital by way of any corporate action such as by share split, consolidation, issue of bonus shares, re-classification or otherwise, during the pendency of the Scheme, the Share Exchange Ratio, per Clause 11.1(a) above shall be adjusted accordingly to consider actions
• Pursuant to the SEBI Circular, the price at which the Merger Shares will be issued to $(c)$ the shareholders of the Transferor Company as of the Cut-Off Date (other than the Transferee Company) will comply with the pricing guidelines for preferential allotments set forth in the Securities and Exchange Board of In Disclosure Requirements) Regulations, 2018.
• The Merger Shares shall be subject to the memorandum of association and articles of $(d)$ association of the Transferee Company and shall rank pari passu in all respects with the existing shares of the Transferee Company, including the rights in respect of dividend, if declared by the Transferee Company on or after the Effective Date
• The issue and allotment of the Merger Shares by the Transferee Company to shareholders of the Transferor Company as of the Cut-Off Date (other than the Transferee Company) as provided in this Scheme is an integral part the $(e)$ be deemed to have been carried out as if the procedure laid down under Section 62 and any other applicable provisions of the Act were duly complied with. Such Merger Shares shall be issued in dematerialized form.
• $(f)$ Approval of this Scheme by the shareholders of the Transferee Company shall be deemed to constitute due compliance with Section 62 and any other applicable provisions of the Act, the SEBI Listing Regulations and the articles of association of the Transferee Company, and no other consent shall be required under the Act or the articles of association of the Transferee Company, for the issue and allotment of Merger Shares by the Transferee Company to shareholders of the Transferor Company as of the Cut-Off Date (other than the Transferee Company) under the Scheme and upon the shareholders of the Transferee Company approving the Scheme, it shall be deemed that they have given their consent, including under the Act the Transferee Company, to the issue of Merger Shares of the Transferee Company to the shareholders of the Transferor Company as of the Cut-Off Date (other than the Transferee Company) in accordance with the Scheme.

$\overline{M}$ LIMA MINRA MUMBAY $\overline{\sigma}$ ក MUMBAI

$17$

कथनी विश्वी आ

The equity shares of the Transferor Company held by the Transferee Company on the Cut-Off Date shall stand cancelled in their entirety, without any further act, instrument or deed. Such cancellation of the share capital of the Transferor Company shall be effected as a part of the Scheme itself and not in accordance with Section 66 of the Act.

• The Board of the Transferee Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of the shareholders of the Transferor Company as of the Cut-Off Date (other than the Transferee Company) as shareholders in the Transferee Compan difficulties, if any, in the transition period.
• The Merger Shares issued pursuant to this Clause 11 shall, in compliance with the applicable Laws, be listed and admitted to trading on the Stock Exchanges pursuant to this Scheme and the relevant SEBI Circular. The Transferee Company ab all make all requisite applications and shall otherwise comply with the provisions of the relevant SEBI Circular and applicable law and promptly take all steps to procure the listing and trading approvals for the Merger Shares issued b
• If the aggregate number of equity shares to be issued by the Transferee Company pursuant to Clause 11.1(a) results in a fraction of shares, the Board of the Transferee $(j)$ Company shall round-off such fraction to the nearest whole number, and thereupon shall issue and allot equity shares to the shareholders of the Transferor Company as of the Cut-Off Date in accordance with Clause 11.1(a). Further, fractional entitlements of individual shareholders, based on the Share Exchange Ratio prescribed above, shall also be rounded off to the nearest whole number by the Board of the Transferee Company.

$12.$ TRANSFER OF AUTHORISED CAPITAL

$(g)$

$\dot{a}$

$(i)$

$\overline{a}$

• $12.1$ Upon this Scheme becoming effective and upon the vesting and transfer of the Undertaking to the Transferee Company, the entire authorised share capital of the Transferor Company shall stand transferred to the authorised share capital of the Transferee Company.
• 12.2 Consequent to the transfer of the authorized share capital of the Transferor Company in accordance with Clause 12.1, the authorized share capital of the Transferee Company of Rs. 70,00,00,000 (divided into 35,00,00,000 equity shares of Rs. 2 each) shall automatically stand enhanced without any further act, instrument or deed on the part of the Transferee Company to Rs. 73,15,00,000 (divided into 36,57,50,000 equity shares of Rs. 2 each).
• $12.3$ Clause V of the memorandum of association of the Transferee Company shall stand amended to give effect to the relevant provisions of this Scheme and shall be replaced with the following:

"The Authorised Share Capital of the Company is INR 73,15,00,000 (Indian Rupees Seventy Three Crore and Fifteen Lakhs only) divided into 36,57,50,000 (Thirty six Crore, fifty seven lakhs and fifty thousands) equity shares of INR 2 (Indian Rupees Two) each with rights, privileges and conditions attached thereto as are provided by the regulations of the Company for the timebeing. The Company has power from time to time, to increase or reduce its share capital and to divide the shares in the original or increased or reduced capital for the time being into several classes and to divide and to attach thereto respectively such preferential rights and privileges and conditions, as may be determined by or in accordance with regulations of the Company and to vary, modify or abrogate any such rights privileges or conditions in such manner as may be permitted by the Companies Act, 2013 and / or provided in the Articles of Sysociation of the Company, and to consoli

12.4 "For the avoid11Dce of doubt, it is hereby clariijed that if the authorised share capital of the :rransferor Compw:iy· or the Tnmsferee Company undergoes any change, either as n .c.onseque11ce of llilY corporate action or otherwise, then'tbc· authorized shllfe capital to be specified in Clause V ofthememorandllm of association of the Transferee Compnny with effect from the Effective Qatesball automatically stlllld modified to lalre into account th~ effect of the change.

12.5 , The memorlllldum of association and articles of association of the Transferee Company (relating to the authorized share capitnl) shell, without any requirement of any further act, instrument or deed, be and stand alterd, modified and amended, and the approval and consent of the shareholders of the Transferee Company to Ibis Scheme shall be deemed to be sufficient for tbe purposes of effecting Ibis amendment, WJd no further rolution(s) under Sections 13, 14, 61, 6.1 and ell other applicable provisions of the Act, if any, would be re:,quired to be separately passed, as the case may be, and for Ibis purpose, the stamp duties and fees paid on the authorized share capila_l of the Transferor Company shall be utili2cd and applied to the increased authorized share capital of the Transferee Company and there would be no requirement of any, further payment of stamp duty and/or fees by the Transferee Company for increase in the authoris_ed share capital to that extent.

19

I •

y ". •; _': .· •;r•r;:. t-; ·.~~

13.2(d), shall be trea1ed as goodwill in accordance with Indian Accounting Standard . 103 on Business CombiJllltioas in the books of the Transferee Company. However, in the event the result is deficit, it shall be credited to capital reserve account in the books

of the Transferee Company.

$77$

PARTE

DISSOLUTION OF TRANSFEROR COMPANY AND GENERAL TERMS AND CONDITIONS

DISSOLUTION OF TRANSFEROR COMPANY 14.

On the coming into effect of this Scheme, the Transferor Company shall stand dissolved without winding-up, and the Board of the Transferor Company shall without any further act, instrument or deed be and stand dissolved.

VALIDITY OF EXISTING RESOLUTIONS 15.

Upon the coming into effect of this Scheme, the resolutions, if any, of the Transferor Company, which are valid and subsisting on the Appointed Date or the Effective Date, as applicable, shall continue to be valid and subsisting and be considered as resolutions of the Transferee Company continue to be varia and subsisting and be considered as resonations of the 1 ranstered Companyand if any such resolutions have any monetary limits approved under the provisions of the Act,or any other applicable statuto any, under like resolutions passed by the Transferes Company and shall constitute the new aggregate limits for each of the subject matters covered under such resolutions for the purpose of the Transferee Company.

APPROVALS 16.

The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to any Governmental Authority, if required, under any law for such consents and approvals which the Transferce Company may require to own the Undertaking and to carry on the business of the Transferor Company,

CONDITIONS PRECEDENT 17.

The Scheme is and shall be conditional upon satisfaction or waiver (if applicable) of the following conditions at or prior to the Long Stop Date.

• Stock Exchanges' Approval. The Transferee Company shall have received no-objection 17.1 letters from the Stock Exchanges in respect of the Scheme (prior to filing the Scheme with the Tribunal) and the transactions contemplated therein, and which shall be in form and substance acceptable to the Transferee Company.
• Shareholders' and Creditors' Approval. The Scheme shall have been approved by the requisite majority of each class of shareholders and creditors (where applicable) of the Parties 17.2 in accordance with the Act, the SEBI Circular and the SEBI Listing Regulations, as applicable, and subject to any dispensation that may be granted by the Tribunal.
• $17.3$ Approval of the Tribunal. The Scheme shall have been approved by the Tribunal, either on terms as originally approved by the Parties, or subject to such modifications as may be approvedby the Tribunal, which shall be in form and substance acceptable to the Transferee Company, d the certified copies of the order of the Tribunal being filed by the Parties with the Registrar of Companies.
• 17.4 Acquisition of 72.46% (seventy two point forty six percent) of the Equity Shares of the Transferor Company. This Scheme shall be subject to the Transferee Company having acquired at least 72.46% (seventy two point forty six percent) of the equity shares of the

For EPL LIMITED $10.11$ Birector

For Creative Stylo Packs Private Limited 8 B.B. Healer

Director

18. EFFECT OF NON-RECEIPT OF APPROVALS

• The Boards of the Transferor Company and the Transferce Company may mutually agree to terminate this Scheme and in such cases, this Scheme ahall stand terminated, revoked, cancelled 18.1 and be null and void and of no effect and the Transferor Company and the Transferee Company shall, if required, file appropriate proceedings before the Tribunals in this respect.
• 18.2 Upon the termination, revocation or cancellation of this Scheme as set out in Clause 18.1, no rights and liabilities shall accrue to or be incurred by the Transferor Company and the Transfere Company or their shareholders or creditors or employees or any other person. In such cases, each of the Transferor Company and the Transferee Company shall bear its own costs and expenses or as may be otherwise mutually agreed.

19. COSTS, EXPENSES AND CHARGES

All costs, charges and expenses, including any taxes, stamp duties and registration fees of the Transferor Company and the Transferee Company respectively in relation to or in connection with or incidental to this Scheme a shall be borne and paid by the Transferee Company, and the stamp duty on the orders of the Tribunal, if any and to the extent applicable, shall also be borne and paid by the Transferee Company.

$20.$ APPLICATION TO TRIBUNAL

The Parties shall make and file all applications and petitions under Section 230 to 232 and other applicable provisions of the Act before the Tribunal, for sanction of this Scheme under the provisions of the Act.

MODIFICATION / AMENDMENT / WITHDRAWAL OF THE SCHEME AND $21.$ GENERAL POWER TO THE BOARD

The Transferce Company with approval of its Board, from time to time, on behalf of all persons concerned, do any modifications / amendments or additions / deletions to the Scheme which may otherwise be considered necessary, desirable or appropriate and to resolve all doubts or difficulties that may arise for carryin matters, and things necessary for bringing this Scheme into effect or agree to any terms and / or conditions or limitations that the Tribunal or any other authorities under law may deem fit to approve of, to direct and / or impose. The aforesaid powers of the Transferee Company to give effect to the modification / amendments to the Scheme may be exercised by its Board or any person authorised in that behalf by Board of Directors, subject to approval of the Tribunal or any other authorities under the applicable law to such modification / amendments to the Scheme.

22. INTER SE TRANSACTION

Without prejudice to provisions of this Scheme, with effect from the Appointed Date, all inter-party transactions between the Transferor Company and the Transferee Company shall beconsidered as intra-party transactions f deed.

CERTIFIED TRUE COPY For EPA LIMITED LIMI True Copy Т AUMBI MUNBA $22$ PACKS MUMB REAL PROPERTY ASMUMBA COMPANY LIBRARY $\frac{1}{2}$ and MARALBE