Greenlam Industries Ltd - Proxy Solicitation & Information Statement 2023

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Greenlam/2022-23 March 17, 2023

The Manager The Manager BSE Limited National Stock Exchange of India Limited Department of Corporate Services Exchange Plaza, Bandra Kurla Complex Floor 25, P. J. Towers, Dalal Street Bandra (E) Mumbai - 400 001 Mumbai - 400 051 Fax No. 022-2272-3121/1278/1557/3354 Fax No. 022-2659Email: [email protected] 8237/8238/8347/8348 Email: [email protected] BSE Scrip Code: 538979 NSE Symbol: GREENLAM Dear Sir/Madam,

SUBJECT: NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF GREENLAM INDUSTRIES LIMITED CONVENED PURSUANT TO THE ORDER DATED FEBRUARY 22, 2023 OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH, IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN GREENLAM INDUSTRIES LIMITED AND HG INDUSTRIES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013

Pursuant to the Order of Hon'ble National Company Law Tribunal, New Delhi Bench (NCLT), dated February 22, 2023 in Company Application No. CA(CAA)No. 06/ND/2023 (‘Order’), a meeting of the Unsecured Creditors of Greenlam Industries Limited (the Company) is being convened on Friday, April 21, 2023 at 04:30 p.m. (IST) (‘Meeting’) through video conferencing (‘VC’) / other audio visual means (‘OAVM’) as per applicable laws, to consider, and if thought fit, to approve, with or without modification, the proposed Scheme of Arrangement between Greenlam Industries Limited and HG Industries Limited and their respective Shareholders and Creditors under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder (‘Scheme’).

In this regard, as required under Regulation 30 & 51 and Paragraph A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Notice dated March 16, 2023 convening the Meeting along with the Explanatory Statement and Annexures for your information and records (‘Notice’).

As per the directions of the Order and in terms of the applicable law, the Company is providing the facility of remote e-voting and e-voting during the Meeting (collectively referred to as ‘e-voting’) to its Unsecured Creditors, to enable them to cast their votes on the resolution proposed to be passed at the Meeting, by electronic means, the Company has engaged the services of Linkintime (India) Private Limited (‘LIIPL’), as the authorized agency to provide the e-voting facility and to enable the Unsecured Creditors (or its authorized representatives, as the case may be) of the Company to attend and participate in the Meeting through VC/OAVM, the facility of casting votes by the Unsecured Creditors using remote e-voting system

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(e-voting from a place other than venue of the Meeting) as well as e-voting during the Meeting will be provided by LIIPL.

The voting rights of Unsecured Creditors shall be in proportion to the outstanding amount due by the Company as on the Cut-off date i.e., Friday, April 14, 2023.

The detailed instructions for joining the Meeting through VC/OAVM, manner of casting vote through remote e-voting and e-voting during the Meeting, are provided in the enclosed Notice of the Meeting.

The Notice of the Meeting is also available on the website of the Company i.e. www.greenlamindustries.com.

The above is for your information and records.

Thanking you, Yours faithfully,

For GREENLAM INDUSTRIES LIMITED

PRAKASH Digitally signed by KUMAR PRAKASH KUMAR BISWAL Date: 2023.03.17 19:50:44 BISWAL +05'30'

PRAKASH KUMAR BISWAL COMPANY SECRETARY & VICE PRESIDENT – LEGAL

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GREENLAM INDUSTRIES LIMITED

CIN: L21016DL2013PLC386045

Registered & Corporate Office: 203, 2[nd] Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi – 110037, India

Phone: +91-11-42791399 | E-mail: [email protected] | Website: www.greenlamindustries.com

NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI CONVENED MEETING OF UNSECURED CREDITORS

( Convened pursuant to Order dated 22 February 2023 of the Hon’ble National Company Law Tribunal, New Delhi )

MEETING OF THE UNSECURED CREDITORS OF GREENLAM INDUSTRIES LIMITED	MEETING OF THE UNSECURED CREDITORS OF GREENLAM INDUSTRIES LIMITED	MEETING OF THE UNSECURED CREDITORS OF GREENLAM INDUSTRIES LIMITED
Day	:	Friday
Date	:	21 April 2023
Time	:	04:30 p.m. IST
Mode	:	Through Video Conference / Other Audio-Visual Means

REMOTE E-VOTING FOR THE UNSECURED CREDITORS OF GREENLAM INDUSTRIES LIMITED	REMOTE E-VOTING FOR THE UNSECURED CREDITORS OF GREENLAM INDUSTRIES LIMITED	REMOTE E-VOTING FOR THE UNSECURED CREDITORS OF GREENLAM INDUSTRIES LIMITED
Cut-off date for remote e-voting	:	Friday, 14 April 2023
Commencing on	:	Tuesday, 18 April 2023 at 09:00 a.m. IST
Ending on	:	Thursday, 20 April 2023 at 05:00 p.m. IST

E-voting facility shall be available to the unsecured creditors of Greenlam Industries Limited during the Meeting.

INDEX

S. No.	Contents	Page No.
1.	Notice for convening meeting of the unsecured creditors of Greenlam Industries Limited (Transferee Company) as per the directions of the National Company Law Tribunal, New Delhi for seeking their consent and approval for amalgamation of HG Industries Limited (Transferor Company), the Transferee Company and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013 (Act).	01
2.	Explanatory Statement under Sections 230(3), 232(1), 232(2), 102 and other applicable provisions of the Act read with Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016	09
3.	Order dated 22 February 2023 passed by the Hon’ble National Company Law Tribunal, New Delhi in C.A.(CAA) No. 06 of 2023 directing,inter alia, convening the meeting of the unsecured creditors of the Transferee Company asAnnexure 1.	27
4.	Copy of the Scheme of Amalgamation for the amalgamation of the Transferor Company, the Transferee Company and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Act, enclosed asAnnexure 2.	40
5.	Copy of the Valuation Report issued on 29 June 2022 by Incwert Advisory Private Limited, enclosed as Annexure 3.	61
6.	Copy of the Fairness Opinion dated 29 June 2022 from SKP Securities Limited, enclosed asAnnexure 4.	76
7.	Pre-Scheme and post-Scheme shareholding pattern of the Transferee Company, enclosed asAnnexure 5.	80
8.	Copy of Pre-Scheme shareholding pattern of the Transferor Company, enclosed asAnnexure 6.	92
9.	A report adopted by the Board of Directors of the Transferor Company explaining effect of the Scheme on its equity shareholders, key managerial personnel, promoters and non-promoter shareholders enclosed asAnnexure 7.	98
10.	A report adopted by the Board of Directors of the Transferee Company explaining effect of the Scheme on its equity shareholders, key managerial personnel, promoters and non-promoter shareholders enclosed asAnnexure 8.	105
11.	List of investigations or proceedings instituted or pending against the Transferee Company enclosed as Annexure 9.	112
12.	List of investigations or proceedings instituted or pending against the directors of the Transferee Company enclosed asAnnexure 10.	118
13.	List of investigations or proceedings instituted or pending against the directors of the Transferor Company enclosed asAnnexure 11.	119
14.	Observation Letter dated 11 January 2023 issued by BSE Limited (BSE) to the Transferee Company, enclosed asAnnexure 12.	121
15.	Observation Letter dated 11 January 2023 issued by National Stock Exchange of India Limited (NSE) to the Transferee Company, enclosed asAnnexure 13.	124
16.	Complaints Report dated 19 August 2022 submitted by the Transferee Company to the BSE, enclosed as Annexure 14.	127
17.	Complaints Report dated 19 September 2022 submitted by the Transferee Company to the NSE, enclosed asAnnexure 15.	128
18.	Latest standalone financial details of the Transferor Company as of 31 March 2022, enclosed asAnnexure 16.	129
19.	Latest consolidated financial details of the Transferee Company as of 31 March 2022, enclosed asAnnexure 17.	130
20.	Last unaudited standalone and consolidated financial results of the Transferee Company for the quarter and nine months ended 31 December 2022 along with limited review by an independent auditor and approved by the Board of Directors of the Transferee Company, enclosed asAnnexure 18.	131
21.	Last unaudited financial results of the Transferor Company for the quarter and nine months ended 31 December 2022 along with limited review by an independent auditor and approved by the Board of Directors of the Transferor Company, enclosed asAnnexure 19.	143

FORM NO. CAA. 2

Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

IN THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

COMPANY APPLICATION NO. CA (CAA) NO. 06 OF 2023

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN GREENLAM INDUSTRIES LIMITED AND HG INDUSTRIES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

HG Industries Limited, formerly known as Himalaya ) Granites Limited, a company incorporated under the ) provisions of Companies Act, 1956 having its registered ) office at 203, 2[nd] Floor, West Wing, Worldmark 1, Aerocity, ) IGI Airport, Hospitality District, New Delhi – 110 037; ) CIN L20100DL1987PLC408363 ) ) Applicant No. 1 / Transferor Company And

Greenlam Industries Limited, a company incorporated ) under the provisions of Companies Act, 1956 having its ) registered office at 203, 2[nd] Floor, West Wing, Worldmark ) 1, Aerocity, IGI Airport, Hospitality District, New Delhi – ) 110 037; CIN L21016DL2013PLC386045 ) ) … Applicant No. 2 / Transferee Company

NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF GREENLAM INDUSTRIES LIMITED

NOTICE is hereby given that by an order dated 22 February 2023 ( Order ), the Hon’ble National Company Law Tribunal, New Delhi ( Hon’ble NCLT ) has directed convening of a meeting of the unsecured creditors of Greenlam Industries Limited ( Company or Transferee Company ) for the purpose of considering, and if thought fit, approving the arrangement embodied in the Scheme of Amalgamation among Transferee Company and HG Industries Limited ( Transferor Company ) and their respective shareholders and creditors ( Scheme ) pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and the other applicable provisions thereof and applicable rules thereunder ( Act ).

In pursuance of the Order and as directed therein further, this Notice is hereby given that a meeting of the unsecured creditors of the Transferee Company will be on Friday, 21 April 2023 at 04:30 p.m. IST through video conference ( VC ) or other audio visual means ( OVAM ) in compliance with the provisions of applicable law ( Meeting ) at which time, the unsecured creditors of the Transferee Company are requested to attend and consider and, if thought fit, to approve with or without modification(s), the following Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, and any other applicable provisions of the Companies Act, 2013 ( Act ), and the rules framed thereunder, as amended or re-enacted from time to time, and in accordance with the provisions of the Memorandum of Association and Articles of Association of Greenlam Industries Limited ( Company ), and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), Master Circular No. SEBI/HO/CFD/

DIL1/CIR/P/2021/0000000665 dated November 23, 2021 issued by the Securities and Exchange Board of India ( SEBI ) and as amended from time to time, read with the observation letters issued by BSE Limited and the National Stock Exchange of India Limited both dated January 11, 2023 and relevant provisions of other applicable laws, and subject to the approval and sanction of the jurisdictional National Company Law Tribunal ( NCLT ) and / or the National Company Law Appellate Tribunal, High Court(s), Supreme Court of India or such other forum or authority as may be vested with the appellate jurisdiction in relation to approval of the Scheme and such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such terms and conditions and modifications, as may be imposed, prescribed or suggested by the appropriate authorities and subject to such other approvals, consents, permissions, and/or sanctions of any appropriate authority, body or institution, which may be agreed to by the Board of Directors of the Company ( Board , which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution) the proposed Scheme of Amalgamation between HG Industries Limited (formerly known as Himalaya Granites Limited) ( Transferor Company ) and Greenlam Industries Limited ( Company or Transferee Company ) and their respective shareholders and creditors ( Scheme ) and all concerned for the amalgamation of the Transferor Company with and into the Transferee Company, as per the draft enclosed to this notice, be and is hereby approved;

RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution and for removal of any difficulties or doubts, the Board, be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and / or making such adjustments in the books of accounts as considered necessary to give effect to the above Resolution, settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/or permitted by NCLT while sanctioning the Scheme or by any statutory or regulatory authority or to approve withdrawal (and where applicable, re-filing) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder, creditor, SEBI, the NCLT, and/or any other authority, are in its view not acceptable to the Company, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto.”

TAKE NOTICE that in compliance with the provisions of (i) Section 230(4) and other applicable provisions, if any, of the Act; (ii) rule 6(3)(ix) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( Merger Rules ) and the applicable circulars under the Act, the Transferee Company has provided the facility remote e-voting prior to the Meeting and e-voting at the Meeting so as to enable the unsecured creditors to consider and approve the Scheme by way of aforesaid Resolution. In this regard, the Transferee Company has engaged the services of Link Intime India Private Limited ( Link Intime ) for the purposes of providing the facility of remote e-voting and e-voting to its unsecured creditors. Accordingly, unsecured creditors of the Transferee Company may cast their vote through (a) remote e- voting or (b) e-voting at the Meeting.

TAKE FURTHER NOTICE that the unsecured creditors shall have, in addition to e-voting during the Meeting, the facility and option of voting on the resolutions for approval of the Scheme by casting their votes through remote e-voting prior to the Meeting during the period commencing from 09:00 a.m. IST on Tuesday, 18 April 2023 and ending at 05:00 p.m. IST on Thursday, 20 April 2023. The voting rights of unsecured creditors shall be in proportion to the outstanding amount due by the Transferee Company as on a cut-off date i.e. Friday, 14 April 2023 ( Cut-off Date ). A person who is not an unsecured creditor as on the Cut-off Date, should treat the Notice for information purpose only. The unsecured creditors opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/ OAVM are requested to read the instructions set out in the Notes of this Notice for further details on remote e-voting and e-voting during the Meeting.

It is clarified that the votes cast by means of remote e-voting does not disentitle an unsecured creditor as on the Cutoff Date from attending the Meeting. However, the unsecured creditors who have cast their votes by remote e-voting will not be eligible to cast their votes through e-voting at the meeting.

Copies of the Scheme, this Notice and the Explanatory Statement under Section 230(3) of the Act read with Rule 6 of the Merger Rules and all documents referred to therein are available on the website of the Transferee Company www.greenlamindustries.com and can also be obtained free of charge from the registered office of the Transferee Company at 203, 2[nd] Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi – 110 037, on all days, except Saturday, Sunday and public holidays, between 11:00 a.m. and 02:00 p.m., up to and including the date of the Meeting.

The Hon’ble NCLT has appointed Mr. G. P. Madaan as the Chairperson of the Meeting, Mr. Parvindra Nautiyal as Alternate Chairperson of the Meeting and Mr. Gaurav Chauhan, as the Scrutinizer of the Meeting. The above-mentioned Scheme, if approved at the Meeting, will be subject to the subsequent approval of the Hon’ble NCLT.

Dated: 16 March 2023 Place: New Delhi

Sd/- G. P. Madaan Chairperson appointed for the Meeting

Registered office: Greenlam Industries Limited

203, 2[nd] Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi – 110 037 CIN: L21016DL2013PLC386045 Website: www.greenlamindustries.com E-mail: [email protected]

NOTES:

Pursuant to the Order dated 22 February 2023 ( Order ) passed in Company Application C.A (CAA) No. 06 of 2023 by the National Company Law Tribunal, New Delhi, the meeting of the unsecured creditors of the Transferee Company is being held through video conference ( VC ) or other audio visual means ( OVAM ) in compliance with the provisions of applicable law, without physical presence of the unsecured creditors at a common venue ( Meeting ). The deemed venue of the Meeting will be the registered office of the Transferee Company. Since this Meeting is being held through VC/OAVM pursuant to the Order, the facility for appointment of proxies by the unsecured creditors will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto.
For convenience of the unsecured creditors and proper conduct of the Meeting, the unsecured creditors can login and join at least 15 minutes before the time scheduled for the Meeting and shall not be closed till the expiry of 15 minutes after such scheduled time.
The Transferee Company is seeking the approval of its unsecured creditors to the Scheme by way of voting through remote e-voting prior to the Meeting or e-voting during the Meeting.
The Transferee Company has engaged the services of Link Intime India Private Limited ( Link Intime ) for facilitating remote e-voting to its unsecured creditors for the Meeting and e-voting facility to its unsecured creditors during the Meeting.
The Explanatory Statement pursuant to Sections 230(3), 232(1) & (2) and 102 of the Act read with rule 6 of the Merger Rules is enclosed herewith and forms part of this Notice.
The authorised representative of a body corporate which is a registered unsecured creditors of the Transferee Company may attend and vote at the Meeting of the Transferee Company provided a certified true copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the Meeting, is sent to the Scrutinizer by email through its registered e-mail address to [email protected] and to Transferee Company at [email protected], pursuant to Section 113 of the Companies Act, 2013, no later than 48 hours before the Meeting.
The attendance of the unsecured creditors attending the Meeting will be counted for the purpose of reckoning the quorum in terms of the Order. In case the quorum is not present at the Meeting, then the Meeting shall be adjourned by half an hour. Thereafter, the unsecured creditors present and voting shall be deemed to constitute the quorum in terms of the Order.
The documents referred to in the accompanying Explanatory Statement shall be open for inspection by the unsecured creditors at the registered office of the Transferee Company between 11:00 a.m. to 02:00 p.m. on all working days (Monday to Friday) up to the date of the Meeting.
The notice of the Meeting will be published through advertisement in the following newspapers, viz. “Business Standard” in English and translation thereof in “Business Standard” in Hindi, both circulated in Delhi.
The Notice of the Meeting along with all other documents are uploaded on the Transferee Company’s website www.greenlamindustries.com and as directed in the Order, the Notice, together with a copy of the explanatory statement, a copy of the Scheme along with annexures is being sent to the unsecured creditors through electronic mode at the e-mail id available in the records of the Transferee Company, and where such e-mail id is not available with the Transferee Company, physical copies are being dispatched to their last known address.
The Notice of Meeting together with a copy of the explanatory statement, a copy of the Scheme along with Annexures are available on the websites of BSE Limited ( BSE ) and the National Stock Exchange of India Limited ( NSE ) at www.bseindia.com and www.nseindia.com respectively. Further, Notice of Meeting together with a copy of the explanatory statement, a copy of the Scheme along with Annexures are available on the website of Link Intime, the agency engaged for providing remote e-voting facility and e-voting facility during the Meeting.
As directed by the Order, Mr. Gaurav Chauhan, Company Secretary, has been appointed as the scrutinizer to scrutinize both the remote e-voting as well as voting or through e-voting during the Meeting in a fair and transparent manner.

In compliance with the provisions as stated hereinabove, the unsecured creditors of the Transferee Company whose names are appearing in the records of the Transferee Company as on Friday, 14 April 2023 ( Cut-off Date ) shall be eligible to attend and vote at the Meeting. A person, whose name is not recorded in the records of the Transferee Company as unsecured creditor as on the Cut-off Date, then such person shall not be entitled to avail the facility of remote e-voting or e-voting/voting through polling slips at the Meeting. Persons who are not unsecured creditors of the Company as on the Cut-off Date should treat this Notice for information purposes only.
This Notice is being sent to unsecured creditors whose names appear in the records of the Transferee Company as on 03 March 2023.
Kindly note that the unsecured creditors of the Transferee Company can opt only one mode for voting i.e., either by e-voting at the Meeting or remote e-voting. The unsecured creditors of the Transferee Company attending the Meeting and who have not cast their vote through remote e-voting shall be entitled to exercise their vote at through e-voting at the Meeting. Unsecured creditors who have already cast their votes through remote e-voting may also attend the Meeting but shall not be entitled to cast their vote at the Meeting again through e-voting at the Meeting.
In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the unsecured creditors only if the Scheme is approved by majority of persons representing three-fourth in value of the unsecured creditors, of the Transferee Company, voting through e-voting facility at the Meeting and through remote e-voting facility.
The Scrutinizer, Mr. Gaurav Chauhan will submit his consolidated report to Mr. G. P. Madaan, Chairperson of the Meeting after completion of the scrutiny of the votes cast by the unsecured creditors of the Transferee Company through (i) remote e-voting process and (ii) e-voting at the Meeting. The Scrutinizer’s decision on the validity of the vote shall be final. The results of votes cast through (i) remote e-voting process and (ii) voting at the Meeting will be announced within two working days from the date of the Meeting at the registered office of the Transferee Company. The results, together with the Scrutinizer’s reports, will be displayed at the registered office of the Transferee Company, on the website of the Transferee Company, (www.greenlamindustries.in) and on the website of Link Intime, besides being communicated to BSE and NSE.
Unsecured creditors who desire to raise/ask questions during the Meeting are requested to send the same to [email protected] before 05:00 p.m. on 14 April, 2023. The creditors interested in speaking are requested to maintain a time limit of 3 minutes to complete their questions. Unsecured Creditors seeking any statutory information or any other matter/document/register, etc. in connection with this Meeting of the Company or for any other grievances may please send a request to the Company via e-mail at [email protected].

THE INSTRUCTIONS FOR UNSECURED CREDITORS FOR ATTENDING THE MEETING AND REMOTE E-VOTING ARE AS UNDER :

The remote e-voting period begins on Tuesday, 18 April 2023 at 09:00 a.m. IST and ends on Thursday, 20 April 2023 at 05:00 p.m. IST. The remote e-voting module shall be disabled by Link Intime for voting thereafter. The unsecured creditors, whose names appear in the list of unsecured creditors as on the Cut-off Date may cast their vote electronically. The voting right of unsecured creditors shall be in proportion to the outstanding amount due by the Transferee Company as on the Cut-off Date.

PROCESS REGARDING ATTENDING, SPEAKING AND VOTING DURING MEETINGS

A. Process and manner for attending the Meeting for Unsecured Creditors:

Step – 1 : - Open the internet browser and launch the URL: https://instameet.linkintime.co.in
Step – 2 : - Select the “Company” and ‘Event Date’ and register with your following details: -
a. Demat Account No. or Folio No. : Enter your Folio No. (Reference Number) provided to you on your registered email address.

b. Certificate No. : Enter your Certificate No. provided to you on your registered email address. (non- mandatory)
c. PAN : Enter your 10-digit Permanent Account Number ( PAN ) (Creditors who have not updated their PAN with the Transferee Company shall use the sequence number provided to you, if applicable.)
d. Mobile No. : Enter your mobile number.
e. Email ID : Enter your email id, as recorded with the Transferee Company.
Step – 3 : - Click “ Go to Meeting ” (You are now registered for InstaMeet, and your attendance is marked for the meeting).

B. Process for unsecured creditors to speak during the Meeting through InstaMeet:

The Transferee Company is providing two way teleconferencing facility for the ease of participation of the Unsecured Creditors at the Meeting.

Step – 1 : - Unsecured creditors who would like to speak during the Meeting must register their request 7 days in advance with the Transferee Company by sending an email to [email protected].
Step – 2 : - Unsecured creditors will get confirmation on first cum first basis depending upon the provision made by the Transferee Company.
Step – 3 : - Unsecured creditors will receive “speaking serial number” once they mark attendance for the Meeting.
Step – 4 : - Unsecured creditors may also ask questions to the panellist, via active chat-board during the Meeting.
Step – 5 : - Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

NOTE: Unsecured creditors are requested to speak only when Moderator / Scrutinizer of the Meeting will announce the name and serial number for speaking.

C. Process for unsecured creditors to vote during the Meeting through InstaMeet:

During the voting session unsecured creditors may click the voting button which is appearing on the right-hand side of the VC screen of the Meeting. Once the electronic voting is activated by the scrutinizer during the Meeting, unsecured creditors can cast the vote as under:

Step – 1 : - On the VC page, click on the link for e-voting “Cast your vote”
Step – 2 : - Enter your Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on ‘Submit’.
Step – 3 : - After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
Step – 4 : - Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired.
Step – 5 : - After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
Step – 6 : - Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

i. Unsecured creditors, who will be present in the Meeting through InstaMeet facility and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be

eligible to vote through e-voting facility during the meeting. Unsecured creditors who have voted through remote e-voting prior to the Meeting will be eligible to attend/ participate in the Meeting through InstaMeet. However, they will not be eligible to vote again during the Meeting.

ii. Unsecured creditors are encouraged to join the Meeting through tablets/ laptops connected through broadband for better experience. Unsecured creditors are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
iii. Please note that Unsecured creditors connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio - visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case Unsecured Creditors have any queries regarding login/ e-voting, they may send an email to [email protected] or contact on: - Tel: 022-49186175.

PROCESS REGARDING REMOTE E-VOTING FOR UNSECURED CREDITORS

Step – 1: - Open the internet browser and launch the URL: https://instavote.linkintime.co.in
Step – 2: - Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
a. User ID : Enter your User ID. Your User ID is Event No. 230079 + Reference Number provided to you.
b. PAN : Enter your 10-digit PAN (Creditors who have not updated their PAN with the Transferee Company shall use the sequence number provided to you, if applicable.)
c. DOB/DOI : Enter the date of birth (DOB) / date of incorporation (DOI) (as recorded with the Transferee Company - in DD/MM/YYYY format)
d. Bank Account Number : Enter your Bank Account Number (last four digits), as recorded with the Transferee Company.

Unsecured creditors who have not recorded ‘C’ and ‘D’, shall provide their Reference Number in ‘D’ above.

Step – 3: - Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
Step – 4: - Click “confirm” (Your password is now generated).
Step – 5: - Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Step – 6: - Enter your user ID, password and image verification (CAPTCHA) code and click on ‘Submit’.
Step – 7: - After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon. E- voting page will appear.
Step – 8: - Refer the resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire resolution details, click on the ‘View Resolution’ file link).
Step – 9: - After selecting the desired option i.e., Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Unsecured creditors in case they have forgotten the password:

Step – 1: - Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
Step – 2: - Enter user ID, select mode and enter image verification (CAPTCHA) code and click on ‘Submit’.
Step – 3: - In case an unsecured creditor is having valid email address, Password will be sent to his / her registered e-mail address.

Step – 4: - Unsecured creditors can set the password of his/her choice by providing the information about the particulars of the security question and answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.
Step – 5: - The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Note:

i. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
ii. During the voting period, unsecured creditors can login any number of time till they have voted on the resolution(s) for a particular “Event”.

In case unsecured creditors have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to [email protected] or contact on: - Tel: 022 –4918 6000.

Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

IN THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

COMPANY APPLICATION CA (CAA) NO. 06 OF 2023

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN GREENLAM INDUSTRIES LIMITED AND HG INDUSTRIES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

HG Industries Limited, formerly known as Himalaya ) Granites Limited, a company incorporated under the ) provisions of Companies Act, 1956 having its registered ) office at 203, 2nd Floor, West Wing, Worldmark 1, Aerocity, ) IGI Airport, Hospitality District, New Delhi – 110 037; ) CIN L20100DL1987PLC408363 ) ) … Applicant No. 1 / Transferor Company

And

Greenlam Industries Limited, a company incorporated ) under the provisions of Companies Act, 1956 having its ) registered office at 203, 2nd Floor, West Wing, Worldmark ) 1, Aerocity, IGI Airport, Hospitality District, New Delhi – ) 110 037; CIN L21016DL2013PLC386045 ) ) … Applicant No. 2 / Transferee Company

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1), 232(2), 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

Pursuant to an order pronounced on 22 February 2023 ( Order ), the Hon’ble National Company Law Tribunal, New Delhi ( Hon’ble NCLT ) has directed convening of a meeting of the unsecured creditors of Greenlam Industries Limited ( Company or Transferee Company ) for the purpose of considering, and if thought fit, approving the arrangement embodied in the Scheme of Amalgamation among Transferee Company and HG Industries Limited ( Transferor Company ) and their respective shareholders and creditors ( Scheme ) pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and the other applicable provisions thereof and applicable rules thereunder ( Act ). In pursuance of the Order and as directed therein, a Notice is being given that a meeting of the unsecured creditors of the Transferee Company will be held on Friday, 21 April 2023 at 04:30 p.m. IST through video conference ( VC ) or other audio visual means ( OVAM ) in compliance with the provisions of applicable law( Meeting ) for the purpose of considering and if thought fit, approving with or without modification(s), the proposed Scheme. This is a statement accompanying the Notice for the Meeting as required under the Act ( Explanatory Statement ). A copy of the Order has been enclosed as Annexure 1 .
A copy of the Scheme which has been, inter alia , approved by the Board of Directors ( Board ) of the Transferee Company and Transferor Company at their respective meetings both held on 30 June 2022 is enclosed as Annexure 2 . Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

The Scheme, inter alia , provides for the following:
(i) the transfer and vesting of all properties, assets, investments, liabilities, rights, benefits, interests, title or power of every kind, nature, description and obligations of the Transferor Company, on a going concern basis, to the Transferee Company ( Amalgamation ) and the consequent payment of consideration by the Transferee Company, in lieu of 25.09% of the total paid up share capital of the Transferor Company which is held by public shareholders (remaining 74.91% of the total paid up share capital of the Transferor Company is held by the Transferee Company), by way of issuance and allotment of 1 number of equity share of INR 1 each fully paid up in the share capital of the Transferee Company in respect of 2 equity shares of INR 5 each fully paid up in the share capital of Transferor Company to the public shareholders of Transferor Company on the Record Date; and
(ii) various other matters consequential or integrally connected therewith.
The unsecured creditors of the Transferee Company would be entitled to vote in the Meeting through e-voting. In addition, the Transferee Company is seeking the approval of its unsecured creditors to the Scheme by way of remote e-voting.
The attendance of the unsecured creditors of the Transferee Company attending the Meeting will be counted for the purpose of reckoning the quorum in terms of the Order. In case the quorum is not present at the Meeting, then the Meeting shall be adjourned by half an hour. Thereafter, the unsecured creditors present and voting shall be deemed to constitute the quorum.
In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the unsecured creditors only if the Scheme is approved by majority of persons representing three-fourth in value of the unsecured creditors, of the Transferee Company, voting through e-voting at the Meeting or through remote e-voting facility.
The Hon’ble NCLT has appointed Mr. G. P. Madaan as the Chairperson of the Meeting ( Chairperson ), Mr. Parvindra Nautiyal as Alternate Chairperson of the Meeting ( Alternate Chairperson ) and Mr. Gaurav Chauhan, as the Scrutinizer of the Meeting ( Scrutinizer ). The above-mentioned Scheme, if approved at the Meeting, will be subject to the subsequent approval of the Hon’ble NCLT.
The Transferee Company and Transferor Company have filed the Scheme with the Registrar of Companies, Delhi in the Form No. GNL – 1.
Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (Merger Rules ):
(i) Details of order of the Hon’ble NCLT directing the calling, convening, and conducting of the Meeting: Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time, and venue of the Meeting.
(ii) Details of the Company:

GREENLAM INDUSTRIES LIMITED i.e., THE TRANSFEREE COMPANY

(a) Corporate Identification Number: L21016DL2013PLC386045
(b) Permanent Account Number: AAFCG2966D
(c) Name of the Company: Greenlam Industries Limited
(d) Date of Incorporation: 12 August 2013
(e) Type of Company: Listed public limited company

(f) Registered Office and e-mail address: 203, 2[nd] Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi – 110 037; [email protected]
(g) Summary of the main objects as per the memorandum of association and main business carried on by the Transferee Company:
(A) The main objects of the Transferee Company as provided in Clause III (A) (1) of its Memorandum of Association are set out below:

“…To carry on business as manufacturers, traders, exporters, importers, dealers, wholesalers, retailers, service providers including installers, commission agents, of laminates of all sizes and descriptions, veneers, pre-laminated board, decorative laminates, decorative laminated sheets, high pressure laminates, post forming laminates, decorative veneers, ready to install doors, door sets, fire rated doors, Veneered Engineering Flooring and flooring of all kinds and descriptions and Particle Board of all kinds and descriptions and other paper based, wood based and plastic based products of all kinds and descriptions and industrial laminated sheets, compact laminates of every descriptions, post formed panels, whether laminated or not, restroom cubicles, lockers and every type of partition systems and to act as decorators and manufacturers and deal in housing furniture and fittings, interior decorators, commercial and industrial furniture and fittings and implements and tools of all descriptions and provide consultancy in total interior and exterior decoration and furniture solution ...”

(B) The main business carried on by the Transferee Company is as follows:

The Transferee Company is engaged in the business of, inter alia , manufacturing of laminates, decorative veneers, engineered wooden flooring, engineered wooden doors and allied products through its factories situated at – a. Behror, Rajasthan, b. Nalagarh, Himachal Pradesh, and c. Prantij, Gujarat. The Transferee Company has branches and dealers’ network spread all over the country and also exports its products to various countries overseas.

(h) Details of change of name, registered office, and objects of the Transferee Company during the last five years
(A) Change of Name: There has been no change in the name of the Transferee Company during the last five years.
(B) Change of Registered Address: Registered office of the Transferee Company shifted to the National Capital Territory of Delhi pursuant to Special Resolution passed by members of the Company on 12 March 2021 and approved by the order of Regional Director North-Eastern Region dated 08 July 2021. The change in the registered office came into effect from 27 August 2021.
(C) Change of objects: There has been a change in the objects of the Transferee Company vide special resolution passed at the Annual General Meeting of the Transferee Company held on 28 August 2018.
(i) Name of Stock Exchanges where securities of the company are listed:

The equity shares of the Transferee Company are listed on BSE Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ). Further, the non-convertible debentures of the Transferee Company are listed on the NSE.

(j) Details of the capital structure of the Transferee Company including authorized, issued, subscribed and paid-up share capital Transferee Company as on 31 March 2022 and 31 December 2022 is as under:
(A) The share capital structure of the Transferee Company is as under:

As on 31 March 2022 :

Particulars	Amount(in INR)
Authorise d shar e c apit al
15,00,00,000 equity shares of INR 1 each	15,00,00,000
TOTAL	15,00,00,000
Issue d, sub scri be d and fullyp aid-up shar e c apit al
12,06,81,870 equity shares of INR 1 each	12,06,81,870
TOTAL	12,06,81,870

As of 31 December 2022 :

Particulars	Amount(in INR)
Authorise d shar e c apit al
15,00,00,000 equity shares of INR 1 each	15,00,00,000
TOTAL	15,00,00,000
Issue d, sub scri be d and fullyp aid-up shar e c apit al
12,69,92,550 equity shares of INR 1 each	12,69,92,550
TOTAL	12,69,92,550

Note: On 20 July 2022, the Transferee Company issued and allotted 63,10,680 equity shares through preferential allotment to Smiti Holding and Trading Company Private Limited, pursuant to special resolution passed by the shareholders of the Transferee Company in its extra-ordinary general meeting dated 16 July 2022.

(B) The expected post scheme capital structure of the Transferee Company will be as follows:

Particulars	Amount(in INR)
Authorise d shar e c apit al
19,00,00,000 equity shares of INR 1 each	19,00,00,000
TOTAL	19,00,00,000
Issue d, sub scri be d and fullyp aid-up shar e c apit al
12,75,73,851 equity shares of INR 1 each	12,75,73,851
TOTAL	12,75,73,851

(k) Details of the promoters and directors of the Transferee Company along with their addresses:
(A) The details of the promoter of the Transferee Company as on date of this Notice are as follows:

Sr. No.	Name of the Promoter	Address
1.	Saurabh Mittal	66, Anand Lok, Khel Gaon Marg, Andrewsganj, New Delhi – 110 049

(B) The details of the directors of the Transferee Company as on date of this Notice are as follows:

Sr. No.	Name of the Director and DIN	Designation	Address
1.	Shiv Prakash Mittal DIN: 00237242	Non-Executive Chairman	Flat No. 2NW, 5, Queens Park, Kolkata - 700019
2.	Saurabh Mittal DIN: 00273917	Managing Director & CEO	66, Anand Lok, Khel Gaon Marg, Andrewsganj, New Delhi-110049
3.	Parul Mittal DIN: 00348783	Whole-time-Director	66, Anand Lok, Khel Gaon Marg, Andrewsganj, New Delhi-110049
4.	Matangi Gowrishankar DIN: 01518137	Independent Director	E-1001/1002 Maestros, Salunke Vihar, Rd Wanwadi, Wanowarie, Pune - 411040, Maharashtra
5.	Sandip Das DIN: 00116303	Independent Director	909A, Magnolias, DLF Golf Links, DLF Phase 5, Golf Course Road, Gurgaon-122009, Haryana
6.	Yogesh Kapur DIN: 00070038	Independent Director	D 1063, New Friends Colony, Delhi, India110025

HG INDUSTRIES LIMITED i.e., the TRANSFEROR COMPANY

(l) Corporate Identification Number: L20100DL1987PLC408363
(m) Permanent Account Number: AAACH5121L
(n) Name of the Company: HG Industries Limited, formerly known as Himalaya Granites Limited.
(o) Date of Incorporation: 11 December 1987.
(p) Type of Company: Listed public limited company.
(q) Registered Office and e-mail address: 203, 2nd Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi – 110 037; [email protected]
(r) Summary of the main objects as per the memorandum of association and main business carried on by Transferor Company:
(A) The main objects of Transferor Company as provided in Clause III (A) (1) in its Memorandum of Association are set out below:

“… (1) To carry on business as manufacturers, traders, exporters, importers, dealers, wholesalers, retailers, service providers including installers, commission agents, of plywood of all sizes and descriptions, paper boards, hardboards, blockboards, insulation boards, teakwood, firewood, commercial and teak plywood, packing cases, medium density fibreboard, high density fibreboard, laminates of all sizes and descriptions, veneers, pre-laminated board, decorative laminates, decorative laminated sheets, high pressure laminates, post forming laminates, decorative veneers, ready to install doors, door sets, fire rated doors, panel doors, flush doors, windows, veneered engineered flooring and flooring of all kinds and descriptions and chipboards, particle board of all kinds and descriptions and other requisites of construction works and other paper based, wood based and plastic based products of all kinds and descriptions and industrial laminated sheets, compact laminates of every descriptions, post formed panels, whether laminated or not, restroom cubicles, lockers and every type of partition systems and to act as decorators and manufacturers and deal in housing furniture and fittings, interior decorators, commercial and industrial furniture and fittings and implements and tools of all descriptions and provide consultancy in total interior and exterior decoration and furniture solutions.

(2) To sell, lease or let out its land, building, office, factory sheds, building, guesthouse and land appurtenant thereto, wholly or partly, which are not in the immediate requirement of the Company to any person, firm, company, etc. either individually or in any combination thereof.

(3) To engage in the business of dealer, distributor, trader, stockiest, agent including clearing and forwarding agent for all kind of goods, products and merchandise”

(B) The main business carried out by Transferor Company is as follows:

The Transferor Company is in the process of setting-up a manufacturing plant at Tindivanam, Tamil Nadu for manufacturing of plywood and allied products.

(s) Details of change of name, registered office, and objects of the Transferor Company during the last five years
(A) Change of Name: The name of Transferor Company was changed from Himalaya Granites Limited to HG Industries Limited on 02 July 2021.
(B) Change of Registered Address: Registered office of the Transferor Company shifted to the National Capital Territory of Delhi pursuant to Special Resolution passed by members of the Company on 21 January 2022 and approved by the order of Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai dated 12 October 2022. The change in the registered office came into effect from 05 December 2022.
(C) Change of objects: There have been changes in the objects of the Transferor Company vide special resolution passed in Annual General Meeting held on 27 September 2019 and special resolutions passed by members of the Transferor Company through postal ballot on 19 March 2021 and 10 June 2021.

(t) Name of Stock Exchanges where securities of Transferor Company are listed:

The equity shares of Transferor Company are listed on BSE.

(u) Details of the capital structure of Transferor Company including authorized, issued, subscribed and paid-up share capital of Transferor Company as on 31 March 2022 and 31 December 2022 is as under:

The authorized, issued, subscribed and paid-up share capital of Transferor Company as on 31 March 2022 and 31 December 2022 is as under:

Particulars	Amount(in INR)
Authorise d shar e c apit al
80,00,000 equity shares of INR 5 each	4,00,00,000
TOTAL	4,00,00,000
Issue d, sub scri be d and fullyp aid-up shar e c apit al
46,33,568 equity shares of INR 5 each	2,31,67,840
TOTAL	2,31,67,840

(v) Details of the promoters and directors of Transferor Company along with their addresses:
(A) The details of the promoter of Transferor Company as on date of this Notice are as follows:

Sr. No.	Name of the Promoter	Address
1.	Greenlam Industries Limited	203, 2nd Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi-110 037

(B) The details of the directors of Transferor Company as on date of this Notice are as follows:

Sr. No.	Name of the Director and DIN	Designation	Address
1.	Ramesh Kumar Haritwal DIN: 01486666	Managing Director & CEO	Flat no. T23, 101, 1st floor, Tower 23 Chaitanya, No 8 & 8D Stephenson Road, Perambur, Chennai - 600 011, Tamil Nadu.
2.	Mathangi Ramanujam DIN: 07095686	Non-Executive Director	12/2, Arumugha Chetty lane, Triplicane Triuvallikkeni, Chennai-600005, Tamil Nadu
3.	Shalabh Jalan DIN: 01089278	Independent Director	23 A Tirumani Building Ashutosh Choudhury Avenue, Ballygunge Kolkata-700 019, West Bengal
4.	Manojit Dash DIN: 08960450	Independent Director	61, Nehru Colony, 03rdFloor, Regent Park, Kolkata-700 040,West Bengal.

(iii) If the scheme of compromise or arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or of associate companies.

Transferor Company is a subsidiary of the Transferee Company. The Transferee Company is the promoter of the Transferor Company. Transferee Company holds 74.91% of the entire issued and paid-up share capital of Transferor Company. Mr. Shalabh Jalan, Independent Director, of the Transferor Company, holds 1,00,000 shares of the Transferee Company as on 03 March 2023. The parties to the scheme do not have any common directors.

(iv) The date of the board meeting of the company at which the scheme was approved by the Board of Directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate in such resolution.

The Board of Directors of the Transferee Company approved the scheme at their meeting dated 30 June 2022. Details of the manner in which the directors of the Transferee Company voted at this meeting are as follows:

Sr. No.	Name of the Director	Voted in favor/against/abstained
1.	Shiv Prakash Mittal	Voted in favour
2.	Saurabh Mittal	Voted in favour
3.	Parul Mittal	Voted in favour
4.	Matangi Gowrishankar	Voted in favour
5.	Sandip Das	Voted in favour
6.	Yogesh Kapur	Voted in favour
7.	Mr. Vijay Kumar Chopra (erstwhile director)	Voted in favour

The Board of Directors of Transferor Company approved the scheme at their meeting dated 30 June 2022. Details of the manner in which the directors of Transferor Company voted at this meeting are as follows:

Sr. No.	Name of the Director	Voted in favor/against/abstained
1.	Ramesh Kumar Haritwal	Voted in favour
2.	Mathangi Ramanujam	Voted in favour
3.	Shalabh Jalan	Voted in favour
4.	Manojit Dash	Voted in favour

(v) Details required in terms of Rule 6(3)(v) of the Merger Rules

(a) Parties involved in such compromise or arrangement

Please refer to paragraph no. 1 of this Explanatory Statement for details of the parties involved in the Scheme.

(b) In case of amalgamation or merger, appointed date, effective date, share swap ratio (if applicable) and other considerations, if any

(A) “Appointed Date” means 1 April 2022 or such other date as the Board of Directors of the Transferor Company or the Transferee Company may determine or as the Securities and Exchange Board of India, the Stock Exchanges or Tribunal(s) may direct.
(B) “Effective Date” or coming into effect of this Scheme or upon the Scheme becoming effective or effectiveness of the Scheme means the date on which the certified copy of the order of the Tribunal(s) under Sections 230 to 232 of the Act sanctioning the Scheme is filed by the Transferor Company and the Transferee Company with the Registrar of Companies. In case the certified copy of the order of the Tribunal(s) are filed with the relevant Registrar of Companies. In case the certified copy of the order of the Tribunal(s) is filed with the Registrar of Companies on different dates by the Transferor Company and the Transferee Company, then the later of such date of filing(s) will be the Effective Date;
(C) “Record Date” means the date to be fixed by the respective Board of Directors of the Transferor Company and the Transferee Company in mutual consultation with each other, to determine the shareholders of the Transferor Company to whom equity shares of the Transferee Company will be issued pursuant to this Scheme;
(D) Upon the Scheme becoming effective and in consideration of the transfer and vesting of the undertaking of Transferor Company in the Transferee Company in terms of the Scheme, the Transferee Company shall issue and allot shares of the Transferee Company to the public shareholders of Transferor Company holding 25.09% of its total paid up share capital, whose names are recorded in the register of members as a member of Transferor Company on the Record Date, (in the ratio of their respective shareholding in Transferor Company), in the following manner:

“1 (one) equity shares of the face value of INR 1/- each credited as fully paid up in the share capital of Greenlam Industries Limited (Transferee Company) for every 2 (two) fully paid up equity shares of the face value of INR 5/- each held in HG Industries Limited (Transferor Company).”

(c) Summary of valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that the valuation report is available for inspection at the registered office of the company;

For the purposes of the Scheme, a report in relation to the share swap ratio ( Registered Valuer’s Report ) to determine the total shares to be issued by the Transferee Company, to shareholders of Transferor Company, in exchange of their interest in the Transferor Company in consideration of the merger, was issued on 29 June 2022 by Incwert Advisory Private Limited (IBBI Registration No. IBBI/RV-E/05/2019/ 108), Registered Valuer. The Registered Valuer’s report has been enclosed as Annexure 3 .

In compliance with paragraph (A)(2)(d) of Part I of Securities and Exchange Board of India ( SEBI ) Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23 November 2021 ( SEBI Scheme Master Circular ), a fairness opinion dated 29 June 2022 has been issued by SKP Securities Limited, a SEBI registered Category I Merchant Banker having Regn. No. INM000012670 ( Fairness Opinion ) on the share swap ratio as recommended in the Registered Valuer’s Report. The Fairness Opinion has been enclosed as Annexure 4 .

The recommendation of the share swap ratio has been approved by the Audit Committee and the Committee of Independent Directors and Board of the Transferee Company.

The Registered Valuer’s Report and Fairness Opinion are enclosed herewith as Annexure 3 and Annexure 4 respectively and also available for inspection at the website of the Transferee Company at www.greenlamindustries.com.

(d) Details of capital/debt restructuring, if any:

The scheme does not envisage any restructuring of the share capital of the Transferee Company. However, the Scheme provides that:

(A) Upon the Scheme becoming effective and in consideration of the Amalgamation, the Transferee Company shall issue equity shares credited as fully-paid up shares in the Transferee Company to the public shareholders of Transferor Company holding 25.09% of its total paid up share capital, whose names are recorded in the register of members as members of Transferor Company on the Record Date as per the share swap ratio mentioned in paragraph 10 (v) (b) (D) above.
(B) Pursuant to the Scheme, the issued, subscribed and paid-up share capital of the Transferee Company shall stand suitably increased consequent upon the issuance of new equity shares.
(C) On the coming into effect of the Scheme, Transferor Company shall stand dissolved without being wound-up. On the Effective Date, (i) the Board of Transferor Company shall, without any further acts, resolutions, filings, instruments or deeds, cease to exist and stand dissolved; and (ii) the name of Transferor Company shall be struck off from the records of the Registrar of Companies.
(D) The pre-Scheme and post-Scheme shareholding pattern of the Transferee Company, and preScheme shareholding pattern of the Transferor Company are attached as Annexure 5 and Annexure 6 respectively.

The scheme does not envisage any debt restructuring of the Transferee Company or the Transferor Company.

(e) Rationale for the Amalgamation:

The Scheme is expected to have, inter alia , the following benefits:

(A) it would enable the Transferee Company to leverage its combined assets and to create a more competitive business, both in scale and operations;
(B) it would consolidate the businesses of the Transferor Company and the Transferee Company which will result in focused growth, operational efficiencies, business synergies and unlock the value of the assets of the Transferor Company;
(C) it would enhance operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources and ultimately enhancing overall shareholders value;
(D) it would achieve synergies in costs (particularly in respect of customer relationship management and establishing sales and marketing channels), operations, stronger and wider capital and financial base for future growth;
(E) it would allow for an integrated and coordinated approach to investment strategies and more efficient allocation of capital and cash management;
(F) it would broaden the Transferee Company’s product portfolio by adding plywood and allied products;
(G) it would prevent overlap of sales and marketing channels of the Transferor Company and the Transferee Company;
(H) it would consolidate administrative and managerial functions and elimination of multiple recordkeeping, inter alia, other expenditure and optimal utilization of resources by elimination of unnecessary duplication of activities and related costs thus resulting in reduced expenditure.

The Amalgamation pursuant to the Scheme is in the interest of both the Transferor Company and the Transferee Company, their respective shareholders, creditors and all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

(f) Benefits of the compromise or arrangement as perceived by the Board of Directors to the company, members, creditors, and others (as applicable)

Please refer to paragraph no. (vi) below for benefits of the Scheme as perceived by the Board to the Transferee Company, members, creditors, and other stakeholders.

(g) Amounts due to unsecured creditors.

The Transferee Company has unsecured creditors to whom a credit of INR 2,534,434,391/- was due as on 30 November 2022.

The Transferor Company has unsecured creditors to whom a credit of INR 275,885,980/- was due as on 30 November 2022.

(vi) Disclosure about the effect of the compromise or arrangement on:

(A) Transferor Company

Sr. No.	Category of stakeholder	Effect of scheme on stakeholders
1.	Shareholders	The Transferor Company has only one class of shareholders i.e., the equity shareholders and does not have any preference shareholders. The Board noted that the proposed Scheme is in the interest of the shareholders. The Board also noted that pursuant to the Scheme, the entire business, assets and liabilities of the Transferor Company shall vest in the Transferee Company. Upon the Scheme becoming effective, the Transferee Company, in terms of the Scheme, shall issue and allot its 1 (one) equity shares of the face value of INR 1/- each credited as fully paid up for every 2 (two) fully paid up equity shares of the face value of INR 5/- each held in Transferor Company. If any shareholder of the Transferor Company becomes entitled to a fractional of a new equity share, entitlements or credit on the issue and allotment of the new equity shares by the Transferee Company, all the fractional entitlements of various shareholders shall be aggregated and without any further act, deed or thing to be done, such consolidated new equity shares shall stand vested in a trust to be set up by the board of the Transferee Company. Such trust shall dispose of the aggregate of all such fractional holdings within a period of 90 days from the date of allotment of the new equity shares and distribute the net proceeds (after deduction of expenses incurred) to the respective shareholders of the Transferor Company in proportion to their respective fractional entitlements. The shares allotted to shareholders of the Transferor Company shall rank_pari passu_in all respects with the then existing shares of the Transferee Company and accordingly such shareholders will have share in larger business operations and asset base.

Sr. No.	Category of stakeholder	Effect of scheme on stakeholders
		Considering the overall rationale and benefit of the Scheme, the Board is of the view that the Scheme is in the best interest of all stakeholders, including the shareholders of the Transferor Company, and no shareholder of the Transferor Company is expected to have disproportionate advantage or disadvantage in any manner. The Scheme is in the best interests of the shareholders of the Transferor Company, including the minority shareholders, and will not adversely affect their rights or interest of any shareholder of the Transferor Company, in any manner whatsoever.
2.	Promoters	The Transferee Company is the promoter of the Transferor Company and holds 74.91% of the share capital of the Transferor Company. Upon the coming into effect of this Scheme and with effect from Appointed Date, the entire issued and paid up share capital of the Transferor Company held by the Transferee Company shall automatically stand cancelled without any further application, act or deed and there shall be no obligation in that behalf on the Transferee Company.
3.	Non-Promoter Shareholders	Refer Entry 1 of this table for details regarding effect on the shareholders.
4.	Key Managerial Persons	Upon the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound up. In the circumstances, the key managerial personnel of Transferor Company shall cease to be the key managerial personnel of the Transferor Company and they will not become key managerial personnel of the Transferee Company. The key managerial personnel of Transferor Company and their relatives may be deemed to have an interest in the Scheme to the extent of the equity shares held by them in the Transferor Company and/or the Transferee Company.
5.	Directors	Upon the Scheme becoming effective, Transferor Company shall stand dissolved without being wound up. In the circumstances, the directors of Transferor Company shall cease to be the directors of Transferor Company and they will not become directors of the Transferee Company. The directors of Transferor Company and their relatives may be deemed to have an interest in the Scheme to the extent of the equity shares held by them in the Transferor Company and/or the Transferee Company.
6.	Employees	Upon the Scheme becoming effective, all staff and employees of the Transferor Company in service on the Effective Date shall be deemed to have become staff and employees of the Transferee Company without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with the Transferee Company shall not be less favourable than those applicable to them with reference to their employment in Transferor Company.

Sr. No.	Category of stakeholder	Effect of scheme on stakeholders
7.	Creditors	Upon the Scheme becoming effective, the liabilities of the Transferor Company shall stand transferred to the Transferee Company. The Scheme does not affect the rights of the creditors of the Transferor Company as there will not be any reduction in amounts payable to the creditors of the Transferor Company post sanctioning of the Scheme. Further, the Scheme shall not affect the rights of the creditors of the Transferor Company as the Transferee Company is financially sound, solvent and profit making, as may be evidenced by its financial statements..
8.	Debenture Holders	Not applicable.
9.	Depositors	Not applicable.
10.	Debenture Trustee/ Deposit Trustee	Not applicable.

A report adopted by the Board of Directors of the Transferor Company explaining effect of the Scheme on its equity shareholders, key managerial personnel, promoters and non-promoter shareholders, is attached at Annexure 7 .

(B) Transferee Company

Sr. No.	Category of stakeholder	Effect of scheme on stakeholders
1.	Shareholders	The Transferee Company has only one class of shareholders i.e., the equity shareholders and does not have any preference shareholders. The Board noted that the proposed Scheme is in the interest of the shareholders. The Board also noted that pursuant to the Scheme, the entire business, assets and liabilities of the Transferor Company shall vest in the Transferee Company. Upon the Scheme becoming effective, the Transferee Company, in terms of the Scheme, shall issue and allot its 1 (one) equity shares of the face value of INR 1/- each credited as fully paid up for every 2 (two) fully paid up equity shares of the face value of INR 5/- each held in Transferor Company. The shares allotted to shareholders of the Transferor Company shall rank_pari passu_in all respects with the then existing shares of the Transferee Company. Considering the overall rationale and benefit of the Scheme, the Board is of the view that the Scheme is in the best interest of all shareholders, including the shareholders of the Transferee Company, and no shareholder is expected to have disproportionate advantage or disadvantage in any manner. The Scheme is in the best interests of the shareholders of the Transferee Company, including the minority shareholders, and will not adversely affect their rights or interest of any shareholder of the Transferee Company, in any manner whatsoever.
2.	Promoters	The Promoters will be treated at par with the other (non-promoter) shareholders of the Transferee Company.

Sr. No.	Category of stakeholder	Effect of scheme on stakeholders
		Please refer to Entry 1 above of this table for details regarding effect on the shareholders of the Transferee Company.
3.	Non-Promoter Shareholders	Please refer to Entry 1 above of this table for details regarding effect on the shareholders of the Transferee Company.
4.	Key Managerial Persons	Upon the Scheme becoming effective, no key managerial personnel of the Transferee Company is expected to have disproportionate advantage or disadvantage in any manner.
5.	Directors	Upon the Scheme becoming effective, no director of the Transferee Company is expected to have disproportionate advantage or disadvantage in any manner.
6.	Employees	Upon the Scheme becoming effective, there will be no impact on the employment of employees of the Transferee Company.
7.	Creditors	The Scheme does not affect the rights of the creditors of the Transferee Company as there will not be any reduction in amounts payable to the creditors of the Transferee Company post sanctioning of the Scheme. Further, the Scheme also does not affect the rights of the creditors of the Transferee Company as the Transferee Company is financially sound, solvent and profit making, as may be evidenced by its financial statements.
8.	Debenture Holders	Refer Entry 7 of this table for details regarding effect on the debenture holders of the Transferee Company.
9.	Depositors	Not applicable.
10.	Debenture Trustee/ Deposit Trustee	The Scheme is not expected to have any adverse effect on the debenture trustee of the Transferee Company i.e. Axis Trustee Services Limited.

A report adopted by the Board of Directors of the Transferee Company explaining effect of the Scheme on its equity shareholders, key managerial personnel, promoters and non-promoter shareholders, is attached at Annexure 8 .

(vii) Disclosure about effect of compromise or arrangement on material interests on directors, Key Managerial Personnel (KMP) and debenture trustee.

None of the Key Managerial Personnel (as defined under the Act) of Transferee Company and their respective Relatives (as defined under the Act) have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferee Company, if any. The effect of the Scheme on the material interests of its directors and Key Managerial Personnel of the Transferee Company and their respective Relatives, is not in any way different from the effect on other shareholders of the Transferee Company. The details of the shareholding of the directors and Key Managerial Personnel of the Transferee Company as on date of notice is as follows:

Sr. No.	Name	Designation	No. of shares held in the Company
1.	Shiv Prakash Mittal	Non-Executive Chairman	2530000
2.	Saurabh Mittal	Managing Director & CEO	11645855
3.	Parul Mittal	Whole-time Director	2394000
4.	Matangi Gowrishankar	Independent Director	NIL
5.	Sandip Das	Independent Director	15025
6.	Yogesh Kapur	Independent Director	NIL

Sr. No.	Name	Designation	No. of shares held in the Company
7.	Ashok Kumar Sharma	Chief Financial Officer	28000
8.	Prakash Kumar Biswal	Company Secretary & Vice President – Legal	25

(viii) Details of Investigations or proceedings instituted or pending against the Transferee Company or Transferor Company under the Act:

There are no proceedings / investigations pending against the Transferee Company or the Transferor Company under Sections 210 – 217, 219, 220, and 223 – 227 of the Act. Further, no winding up petition is pending against the Transferee Company or the Transferor Company.

As on date of this Notice, the Transferee Company is involved in adjudication, recovery and other proceedings initiated against it, a list of which is annexed as Annexure 9 . Proceedings that are pending adjudication against the directors of the Transferee Company are also set out at Annexure 10 . There are no proceedings pending adjudication against the promoter of the Transferee Company.

As on date of this Notice, there are no proceeding pending against the Transferor Company. There are proceedings pending adjudication, against one of the directors of the Transferor Company, as set out at Annexure 11 .

There are proceedings pending adjudication against the promoter of the Transferor Company i.e., the Transferee Company, which have been set out at Annexure 9.

(ix) Details of availability of the documents for obtaining extracts from or making or obtaining copies.

Copies of the following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the unsecured creditors of the Transferee Company at its registered office between 11:00 a.m. to 02:00 p.m. on all working days (Monday to Friday) up to the date of the Meeting and on the website of the Transferee Company at www.greenlamindustries.com.

An advance notice should be given by e-mail to the Transferee Company at www.greenlamindustries.com, if it is desired to obtain copies of the Notice from the registered office of the Transferee Company. Alternatively, a request for obtaining an electronic/soft copy of the Notice may be made by writing an email to www.greenlamindustries.com.

(A) This Notice, Explanatory Statement and all documents annexed hereto;
(B) Certified copy of the Order;
(C) Copy of the Scheme;
(D) Copies of Memorandum of Association and Articles of Association of the Transferee Company and the Transferor Company;
(E) Copy of the latest consolidated financial details of the Transferee Company as of 31 March 2022;
(F) Copy of the latest standalone financial details of the Transferor Company as of 31 March 2022;
(G) Copy of the last unaudited standalone and consolidated financial results of the Transferee Company for the quarter and nine months ended 31 December 2022 which were subjected to limited review by an independent auditor and approved by the Board of Directors of the Transferee Company;
(H) Copy of the last unaudited financial results of the Transferor Company for the quarter and nine months ended 31 December 2022 which were subjected to limited review by an independent auditor and approved by the Board of Directors of the Transferor Company;
(I) Copy of valuation report dated 29 June 2022 issued by Incwert Advisory Private Limited obtained by the Transferee Company and Transferor Company recommending the share exchange ratio;

(J) Copy of report dated 29 June 2022 obtained by Transferee Company from SKP Securities Limited, certifying that the share exchange ratio provided in the valuation report and contemplated in the Scheme is fair and reasonable to the shareholders of the Transferee Company;
(K) Copy of report dated 29 June 2022 obtained by Transferor Company from Srujan Alpha Capital Advisors LLP, certifying that the share exchange ratio provided in the valuation report and contemplated in the Scheme is fair and reasonable to the shareholders of the Transferor Company;
(L) Copies of the certificates issued by the respective statutory auditors of the Transferee Company and Transferor Company certifying the accounting treatment provided in the Scheme as being compliant with applicable Accounting Standards as specified under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and other generally accepted accounting principles;
(M) Copies of audit committee report and committee of independent directors of the Transferee Company and Transferor Company recommending the Scheme;
(N) Copies of board resolution dated 30 June 2022 of the Transferee Company and Transferor Company approving the Scheme;
(O) Copies of observation letters dated 11 January 2023 granted from BSE and NSE to the Transferee Company and observation letter dated 11 January 2023 granted from BSE to the Transferor Company;
(P) Copies of report adopted by Board of Directors of Transferee Company and Transferor Company as per provisions of Section 230(2)(c) of the Act;
(Q) Copy of pre-scheme and post-scheme shareholding pattern of the Transferee Company;
(R) Copy of pre-scheme shareholding pattern of the Transferor Company;
(S) Copies of contracts or agreements material to the compromise or arrangement;
(T) Copies of Form GNL-1 filed with the Registrar of Companies, Delhi along with challans, evidencing filing of the Scheme;
(U) Copy of net-worth certificates dated 31 March 2022 and 30 September 2022 certifying net worth of Transferee Company.
(x) Details of approvals, sanctions, or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme:
(A) In terms of Regulation 94 of the Listing Regulations, the BSE and the NSE by their respective letters dated 11 January 2023, have issued their observations to the Scheme for the Transferee Company conveying their no adverse observation to the Scheme. Copy of the Observation Letters dated 11 January 2023 as received from BSE and NSE are enclosed as Annexure 12 and Annexure 13 , respectively.
(B) As required by the SEBI Scheme Master Circular, the Transferee Company has filed its Complaints Report dated 19 August 2022 with the BSE and Complaints Report dated 19 September 2022 with the NSE. Copies of the complaints reports of BSE and NSE filed by the Transferee Company are enclosed as Annexure 14 and Annexure 15 , respectively.
(C) The Scheme was filed by the Transferee Company and Transferor Company with Hon’ble NCLT on 16 January 2023 and the Hon’ble NCLT has passed directions to convene Meeting vide Order pronounced on 22 February 2023.
(D) The Scheme is subject to approval by the requisite majority of the shareholders, secured and unsecured creditors of the Transferee Company and Transferor Company in terms of the applicable provisions of the Act and the Merger Rules.
(E) Further the Transferee Company confirms that the Notice of the Scheme in prescribed form is also being served on all concerned authorities in terms of the Hon’ble NCLT’s Order including the Central Government, the Registrar of Companies, the Income-tax authority, SEBI, BSE, NSE.

(F) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.
(G) Brief background and salient features of the Scheme are as follows:
(a) Upon the Scheme coming into effect and with effect from the Appointed Date, the Transferor Company together with all its properties, assets, investments, liabilities, rights, benefits, interests, title or power of every kind, nature, description and obligations therein shall be and stand merged and transferred to, and vested in, and shall be deemed to be transferred to and vested in the Transferee Company on a going concern basis in the manner described hereunder, and shall become the property of and an integral part of the Transferee Company;
(b) Public shareholders holding 25.09% of the Transferor Company’s total paid up share capital (as remaining 74.91% of the total paid up share capital of the Transferor Company is held by the Transferee Company), will become shareholders of the Transferee Company, by virtue of the merger;
(c) Appointed Date means 1 April 2022 or such other date as the Board of Directors of the Transferor Company or the Transferee Company may determine or as the Securities and Exchange Board of India, the Stock Exchanges or the Hon’ble NCLT may direct;
(d) Effective Date or coming into effect of this Scheme or upon the Scheme becoming effective or effectiveness of the Scheme means the date on which the certified copy of the order of the Hon’ble NCLT under Sections 230 to 232 of the Act sanctioning the Scheme is filed with the relevant Registrar of Companies. In case the certified copy of the order of the Hon’ble NCLT are filed with the relevant Registrar of Companies on different dates, then the later of such date of filing(s) will be the Effective Date;
(e) The Scheme shall be effective from the Appointed Date but shall be operative from the Effective Date;
(f) Upon the Scheme becoming effective, all staff and employees of the Transferor Company in service on the Effective Date shall be deemed to have become staff and employees of the Transferee Company without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with the Transferee Company shall not be less favourable than those applicable to them with reference to their employment in Transferor Company.
(g) The Scheme is conditional upon and subject to the following:
- i. The Scheme being approved by the respective requisite majorities of the members and / or creditors of the Transferor Company and the Transferee Company as required under the Act and as may be directed by the Hon’ble NCLT and / or any other competent authority and it being sanctioned by the Hon’ble NCLT and / or any other competent authority, as may be applicable, subject to any dispensation granted by the Hon’ble NCLT from convening meetings of the members and / or creditors received by the Transferor Company and / or the Transferee Company;
- ii. the Scheme being approved by the public shareholders of the Transferor Company and the Transferee Company including through e-voting in accordance with the SEBI Merger Circulars;
- iii. the requisite sanctions, approvals, no-objections or consents of the SEBI, the Stock Exchanges or any governmental or regulatory authority, as may be required by Applicable Law; and
- iv. the certified copy of the order of the Hon’ble NCLT sanctioning the Scheme, being filed with the relevant Registrar of Companies by the Transferor Company and the Transferee Company.

Upon the Scheme coming into effect, the equity shares issued to the public shareholders of the Transferor Company holding 25.09% of the Transferor Company’s total paid up share capital are proposed to be listed on the BSE and NSE.

On the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound-up. Further, on and from the Effective Date, the name of the Transferor Company shall be struck off from the records of the relevant Registrar of Companies.

A copy of the proposed Scheme is attached as Annexure 2 to this Notice and Explanatory Statement.

The Scheme is not prejudicial to the interest of the shareholders and creditors of the Transferee Company.

The features set out above being only the salient features of the Scheme, which are subject to details set out in the Scheme, the unsecured creditors are requested to read the entire text of the Scheme (annexed herewith) to get fully acquainted with the provisions thereof and the rationale and objectives of the Scheme.

(xi) Additional disclosures required in terms of the Observation Letter

A. Transferee Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Transferee Company, its promoters and directors, before Hon’ble NCLT and Shareholders, while seeking approval of the scheme.

A list of litigations as of the date of this notice have been enclosed as Annexure 9, Annexure 10 and Annexure 11 to this Explanatory Statement.

B. The entities involved in the scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.

Transferor Company and the Transferee Company shall comply with the provisions of the SEBI Scheme Master Circular. As has been expressly set-out under clause 6 of the Scheme, all the liabilities of Transferor Company shall stand transferred to the Transferee Company upon the Scheme coming into effect and with effect from the Appointed Date.

C. Transferee Company shall ensure that additional information and undertakings, if any, submitted by the Transferee Company, after filing the scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the listed company and the Stock Exchanges.

Any additional information and undertakings submitted by the Transferee Company, after filing the scheme with the Stock Exchange, from the date of receipt of the observation letters from the stock exchanges shall be displayed on the website of the Transferee Company at www.greenlamindustries.com.

D. Transferee Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

The financials in the scheme including financials considered for valuation report are not for period more than 6 months old. Transferee Company has obtained Registered Valuer’s Report on Fair Share Exchange Ratio dated 29 June 2022 issued by Incwert Advisory Private Limited (IBBI Registration No. IBBI/RV-E/05/2019/108), Registered Valuer, recommending the share exchange ratio. The audited financial results for the year ended 31 March 2022 have been considered for the Registered Valuer’s Report.

E. Transferee Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

As set-out under clause 8.7 of the Scheme of Arrangement filed with the Hon’ble NCLT, the proposed equity shares will be issued mandatorily in dematerialised form to the shareholders of the Transferor Company. All those shareholders who hold shares of Transferor Company in physical form shall also receive the proposed equity shares in dematerialized form provided the details of their account with the depository participant are intimated in writing to the Transferee Company and/or its registrar at least 2 working days before the Record Date, or such other time period, as may be prescribed in accordance with the applicable laws. If no such intimation is received from any shareholder who holds

shares of the Transferor Company in physical form at least 2 working days before the Record Date, or such other time period, as may be prescribed in accordance with the applicable laws, or if the details furnished by any shareholder do not permit electronic credit of the shares of the Transferee Company, then such proposed equity shares shall stand vested in a trust to be set up by the Board of the Transferee Company and will be credited to the respective depository participant accounts of such shareholders as and when the details of such shareholders’ account with the depository participant are intimated in writing by the shareholders to the Transferee Company and/or its registrar.

Dated: 16 March 2023 Place: New Delhi

Sd/- G. P. Madaan Chairperson appointed for the Meeting

Registered office: Greenlam Industries Limited

203, 2[nd] Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi – 110 037 CIN: L21016DL2013PLC386045 Website: www.greenlamindustries.com E-mail: [email protected]

Annexure - 1

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GREENLAM INDUSTRIES LIMITED

CIN: L21016DL2013PLC386045

Re��ere� � C�r��r��e ��e: 203, 2[nd] Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi – 110037, India

AI assistant

Greenlam Industries Ltd — Proxy Solicitation & Information Statement 2023

61622_rns_2023-03-17_bb63f454-7e75-40c0-b741-fcd278eb47f1.pdf

For GREENLAM INDUSTRIES LIMITED

GREENLAM INDUSTRIES LIMITED

CIN: L21016DL2013PLC386045

NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI CONVENED MEETING OF UNSECURED CREDITORS

AND

NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF GREENLAM INDUSTRIES LIMITED

Registered office: Greenlam Industries Limited

NOTES:

THE INSTRUCTIONS FOR UNSECURED CREDITORS FOR ATTENDING THE MEETING AND REMOTE E-VOTING ARE AS UNDER :

PROCESS REGARDING ATTENDING, SPEAKING AND VOTING DURING MEETINGS

A. Process and manner for attending the Meeting for Unsecured Creditors:

B. Process for unsecured creditors to speak during the Meeting through InstaMeet:

C. Process for unsecured creditors to vote during the Meeting through InstaMeet:

Note:

In case Unsecured Creditors have any queries regarding login/ e-voting, they may send an email to [email protected] or contact on: - Tel: 022-49186175.

PROCESS REGARDING REMOTE E-VOTING FOR UNSECURED CREDITORS

Unsecured creditors in case they have forgotten the password:

Note:

Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

IN THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

COMPANY APPLICATION CA (CAA) NO. 06 OF 2023

IN THE MATTER OF SECTIONS 230 TO 232

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN GREENLAM INDUSTRIES LIMITED AND HG INDUSTRIES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1), 232(2), 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

GREENLAM INDUSTRIES LIMITED i.e., THE TRANSFEREE COMPANY

As on 31 March 2022 :

As of 31 December 2022 :

HG INDUSTRIES LIMITED i.e., the TRANSFEROR COMPANY

(t) Name of Stock Exchanges where securities of Transferor Company are listed:

(v) Details required in terms of Rule 6(3)(v) of the Merger Rules

(a) Parties involved in such compromise or arrangement

(b) In case of amalgamation or merger, appointed date, effective date, share swap ratio (if applicable) and other considerations, if any

(d) Details of capital/debt restructuring, if any:

(e) Rationale for the Amalgamation:

(f) Benefits of the compromise or arrangement as perceived by the Board of Directors to the company, members, creditors, and others (as applicable)

(g) Amounts due to unsecured creditors.

(A) Transferor Company

(B) Transferee Company

(viii) Details of Investigations or proceedings instituted or pending against the Transferee Company or Transferor Company under the Act:

(ix) Details of availability of the documents for obtaining extracts from or making or obtaining copies.

(xi) Additional disclosures required in terms of the Observation Letter

Registered office: Greenlam Industries Limited

GREENLAM INDUSTRIES LIMITED

CIN: L21016DL2013PLC386045

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Greenlam Industries Ltd Proxy Solicitation & Information Statement 2023