April 26, 2021.

To,	To,
The Secretary,	The Secretary,
BSE Limited,	National Stock Exchange of India Ltd.,
P.J. Towers,	Exchange Plaza, C-1, Block G,
Dalal Street,	Bandra Kurla Complex, Bandera (EB),
Mumbai- 400 001	Mumbai — 400 051
Scrip Code: 539542	Symbol: LUXIND

Sub: Receipt of certified copy of order of the Hon'ble National Company Law Tribunal, Kolkata Bench, of the Scheme of Amalgamation of J.M. Hosiery & Co Limited and Ebell Fashions Private Limited with Lux Industries Limited and their respective shareholders

Ref: Disclosure pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015

Please refer to our intimation dated April 7, 2021, wherein we had informed that the Hon'ble National Company Law Tribunal, Kolkata Bench has, vide its order dated March 25, 2021, sanctioned the Scheme of Amalgamation between J.M. Hosiery & Co Limited (Transferor Company 1) and Ebell Fashions Private Limited (Transferor Company 2) with Lux Industries Limited (Transferee Company) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 (the "Scheme').

Further to the abovementioned intimation and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that we have received the Certified Copy of the Order on April 26, 2021. The Scheme shall become effective upon filing of certified copy of the Order by the Transferor Companies and the Transferee Company with the Registrar of Companies, West-Bengal.

We request you to take the same on record.

Thanking you,

Yours faithfully, For Lux Industries Limited

g meba Mig bra

Smita Mishra (Company Secretary & Compliance Officer) M.No. A26489

LUX INDUSTRIES LIMITED

PS Srijan Tech - Park, 10th Floor, DN - 52, Sector - V, Saltlake, Kolkata - 700 091, India. P: 91-33-4040 2121, F: 91-33-4001 2001, E: [email protected]

Regd. Office: 39 Kali Krishna Tagore Street, Kolkata - 700 007, India, P: 91-33-2259 8155, Website: www.luxinnerwear.com @ CIN : L17309WB1995PLC073053

Rs.20 0.3209 280 TWENTY RUPEES INDIA NON JUDICIAL

WEBSTERN CONTROLLER COMMENTARY

পশ্চিমৰূগ पश्चिम बंगाल WEST BENGAL

27AA 500594

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH

C.P(CAA) No. 1526 /KB/2020 C.A(CAA) No.826 /KB/2020

In the matter of the Companies Act, 2013; Section - 230-232

AND

In the matter of: J.M.Hosiery & Co. Limited & OYS.

Certified Copy of the order dated 25.03.2021 passed by this Bench

APR 2028 |

See. . taccen =

al Form No. CAA.7

itreet, ° [Pursuant to section 232 and rule 20]

. IN THE NATIONAL COMPANY LAW TRIBUNAL

KOLKATA BENCH

C.P.(CAA) No. 1826/KB/2020

connected with

C.A No. (CAA) No. 826/KB/2020

In the matter of :

The Companies Act, 2013

And

In the matter of :

(| Section 230 read with Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

And

In the matter of:

J. M. HOSIERY & CO. LIMITED, 39, Kali Krishna Tagore Street, Kolkata — 700 j 007

... Transferor Company |

J And

( i

In the matter of:

EBELL FASHIONS PRIVATE LIMITED, PS Snjan Tech park, DN-52, 10" Floor, Salt Lake City, Sector V, Kolkata - 700 09)

... Transferor Company 2

And

In the matter of:

LUX INDUSTRIES LIMITED, 39, Kali Krishna Tagore Street, Kolkata - 700 ⁰⁰⁷ ... Transferee Company

And

L. J. M. HOSIERY & CO. LIMITED

i 2. EBELL FASHIONS PRIVATE LIMITED,

LUX INDUSTRIES LIMITED

. PETITIONERS

Order Under Sections 230 and 232 of the Companies Act, ²⁰¹³

Be - : th > ^a The above Company Petificn coming on for further hearing on the 25° Marcn, ²⁰²¹ ! and upon hearing the advocate appearing for the Petitioners and upon hearing Deputy Director of Regional Directorate, Eastern Region representing the Central Government the final order was passed on the 25" March, 2021.

I. Heard the Learned Senior Counsel for the Petitioner Companies as well as Mr. Harihara Sahoo, Joint Director from the Office of the Regional Director (ER) representing the Central Government. No objector has come before this Tribunal to oppose the Scheme nor has any party comtroverted any averments made in the Petitions to the Scheme of Amalgamation.
1. The instant second motion petition has been filed under Section 230 read with Scution 232 of@@the Companies Act, 2013 for sanction of Scheme of Amalgamation between J.M. Hosiery & Co. Ltd, Ebell Fashions Private Limited and Lux Industries. Copy of the Scheme is annexed as Annexure A at ¹py. 38 of ihe petition.

'the Lda. Senior Counsel for the Petitioners submits that the Transferee lua Company and the Transferor Companies are engaged inter alia in the business of hostery-
1. 'The Ld. Senior Counsel submits that the circumstances and/or reasons and/or grounds that have necessitated and/or justified the arrangement are stated in the said Scheme of Amalgamation. They are inter alia, as follows:
(a} The proposed merger will lead to the presence of the Transferee Company across various market segments leading to risk mitigation and higher growth:
(b) The proposed merger will rationalize the management structure, enhance customer reach, reduce overhead costs and ultimately lead to increased top line and bottom line for the Transferee Company;
(c} The merged entity will have greater financial strength and flexibility;
(d) | The merger will also result in value appreciation for the sharcholders of the merged entity;
(e) Under a liberalised, fast changing and highly competitive environment,

this amalgamation shall strengthen the businesses of the Transferor Companies and the Transferee Company by pooling up resources for common purpose;

(f) The amalgamation will enable the future business activities to be carried on mere conveniently and advantageously with @ larger asset base besides achievement of management efficiency, reduction in administrative cost, optimisation of resources, enhanced flexibility in funding of expansion plans, improving profitability and stronger balance sheet of the merged company.
(g) Cost savings are expected to flow from more focused operational efforts, rationalisation, standardisation and simplification of business processes, and the elimination of duplication and rationalization of administrative expenses.
The Scheme was approved by the respective Board of Directors of the Companies at their meetings held on 26" June, 2018.
The siatuiory Audiior of ihe Transferee Company nave by their certificate dated a : : a 26" June, 2018 confirmed that the accounting treatment in the Scheme is in conformity with the accounting standard prescribed under Section 133 of the Companies Act, 2013.

1. It is also stated by the LG. Senior Counsei of the Petitioners that no proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner{s).
1. it is also stated that the exchange ratio of shares in consideration of the Amaigamaition has been fixed on a fair and reasonable basis and on the basis of the Report thereon of the IBBI, Registered Valuer.
y 9. The Learned Senior Counsel for the petitioners submits that the joint company i petition has been filed in consonance with the Order of this Tribunal dated 21* i October, 2020 in CA(CAA) No. 826/KB/2020. In terms of the order meetings were held and the chairperson Mr. Patita Paban Bishwal has filed his report which is annexed to the petition at page no. 1040 being Annexure N to the petition. From the report it appears that the creditors and shareholders have approved the Scheme in their respective meetings.
1. Affidavit of service/compliance in terms of order dated 21" October, 2020 is filed and is also annexed to the petition at page 907 being Annexure M to the petition.
1. This second motion petition was admitted by order dated 6" January, 2021, Upon admission directions were given for publication of notice of hearing and service upon the sectoral authorities.

1. Leamed Senior Counsel for the petitioners submit that in compliance of the order dated 6" January, 2021, the petitioners have published the notice of hearing and also served the sectoral authorities being Registrar of Companies, Centrai Government through the Office of Regional Director, Eastern Region, income Tax, Officiai Liquidator, National Stock Exchange of India, BSE, SEBI and Competition Commission of India. it is further submitted that affidavit of compliance daiea 2 ih January, 2021 has been filed before ihis Tribunai. it is submited thal doin Nationai Stock Exchange of india and BSE have given their "NoC™ to the Scheme which has been filed in this Tribunal by way of Supplementary Affidavit dated 5" March, 2021.
1. Leamed Sr. Counsel submitted that Official Liquidator has filed its report dated 4" March, 2021 and at para 10 of the said report it states that:

"10. That the Official Liquidator on the basis of information submitted by the Petitioner Companies is of the view that the affairs of the aforesaid Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of its members or , to public interest as per the provisions of the Companies Act, : £936/the Companies Act, 2013 whichever is applicable."

{t is further submitted that the Central Government through the office of Regional Director has filed an affidavit dated 4" March, 2021 by which they

have given their observations. Their observations and responses of the petitioners are given below:

Paragraph No. 2(a) of RD affidavit

"The Appointed Date is 1" April, 2018 which is much older. In terms of the Circular no.09/2019 dated 21.08.2019 of the Ministry of Corporate Affairs, where the 'Appointed Date' is chosen as a specific calendar date, it may precede the date of filing of the application for scheme of " merger! amalgamation in NCLT. However, if the 'Appointed Date' is | significantly ante-dated beyond a year from ihe date of filing, the justification for the same would have to be specifically brought out in the scheme and it should not be against public interest". It ts not ascertainable from the documents provided by the Applicant whether the application for the scheme was filed before Hon'ble Tribunal within a year from Ist April 2018. If the application for the scheme was filed with Hon'ble Tribunal afier more than one year from the Appointed Date, Hon'ble Tribunal may kindly direct the Applicant to bring out the justification for the Appointed Date being more than one year before date of filing of the application for the scheme, in the scheme according to the Circular.

Paragraph No. 3 and 4 of Rejoinder

The petitioners submit that on 26" June, 2018 the Board of Directors of the respective Companies had approved the proposed Scheme and accordingly the same was filed with BSE and National Stock Exchange for

rea anea

their No Objection. The Stock Exchanges thereafier asked the petitioners to comply with ceriain requisites which took some time for the petitioners ta comply with due to unforeseen reasons. Upon compliance the Stock Exchanges gave their Ne Objection on 5" March, 2020. Immediately, thereafter on f 7" March, 2020 the Scheme was filed before this Hon'ble Tribunal for its sanction. The delay was due to reasons beyond the control ofihe applicants. Ii avy event the Scheme envisages in clause 3.1 iat:

"This Scheme as set out herem in its present form or with any modification(s}, as may be approved or imposed or directed by the Tribunal or made as per Clause 16 of this Scheme, shall become effective E from Appointed Date but shall be operative from the Effective Date" |

Therefore, the petitioners submit that the Appointed Date may be allowed to be changed by this Hon'ble Tribunal from 1° April, 2018 to I April, 2020 and that the Board of Directors of the applicant companies have also approved such change in date vide Circular Resolution. A copy of the Circular Resolution is also annexed to the Rejoinder and marked "A".

This will also not have any impact on the financials of the companies.

Paragraph No. 2(b) of RD affidavit

The promoters' stake in the Ti ransferee Company shall increase pursuant to the merger, from 69.51 % to 74.39%. This is a material fact regarding beneficial effect of ihe Scheme on the Promoters which was Ly

i needed to be disclosed under section 230(3) of the Companies Act, 2013. Non-disclosure of the fact impacts the application, as it appears. Hon'ble Tribunal is requested to take note of the fact and order as miay deem fit and proper.

Paragraph 5 of Rejoinder

The petitioners submit that with regard to the effect of the Scheme on the shareholding pattern including in the Promoter's Stake both pre and post amalgamation in the Transferee Company has been disclosed and the Patt same is available at the website of the Company as well as the same was filed with the Stock Exchanges where the shares of the Transjferee Company are listed. A copy of the change in pre and post amalgamation change in the promotor's shareholding is also attached to the Rejoinder and marked as "B".

Paragraph 2(c) of RD affidavit

	Paragraph 2(c) of RD affidavit
	It is submitted that in the financial statement of J M Hosiery & Co. Ltd (Transferor Company) as at 31.3. 2026, following Car Loans were shown as secured borrowings:-
	Kotak Mahindra Prime Lid Repayable in 36 installments — from July 2014
	Kotak Mahindra Prime Ltd Repavable in 36 installments Jrom September 20/4
COMPARED	> 2 E- 3B Hey t + 10 ation

Volkswagen Auto Fin Lid	installments 36 Repayable in
	from Oct 2016 installments
HDFC Bank Ltd ;	in 36 Repayable from July 2016

rene scene HimGh SECERCH? Huwever, no Form CHG-1 in coinpliance with ihe provis 77 of the Companies Act, 2013 was filed in this regard. Once merged, since the Transferor Company will no longer be able to rectify such defects as the status of the Transferor Company will no more be 'Active', the Transferor Company should be directed to file first the relevant Form in compliance with the provision of section 77 of the Companies Act, 2013.

Paragraph 6 of Rejoinder

The petitioners submit that with regard to the Car loans from Kotak Mahindra Prime Limited and Volkswagen Auto Fin Limited, the same have been repaid and there is no outstanding. Copies of no dues certificates are also annexed to the rejoinder and marked as "C". It is further submitted that due to inadvertence the charge was not filed in form CHG-1} under Companies Act, 2013. It is also submitted that in any event the Transferee Company undertakes that whatever liabilities that arises due to such inadvertence. the Transferee Company shall bear the same in terms of the Scheme of Amalgamation.

~ee|

Paragraph 2(d) of RD affidavit

That the Petitioner Transferee Company should comply with the provision of section 232(3)(i) of the Companies Act, 2013 in regard to adjustment of fees upon clubbing of Authorized Share Capital(s) of the Transieror Company ries) with ite Auinorized Share Capiial of ine Transferee Company in post-amaigamation.

Paragraph 7 of Rejoinder

The petitioners submit that consequent upon the Sanction of the Scheme by this Tribunal the Transferee Company undertakes to pay requisite fees, ifany, on the increase in the Authorised Share Capital, after adjustment of fees upon clubbing of Authorised Share Capital(s) of the Transferor Companies as required in compliance with the applicable provisions of the Companies Act 2013 read with relevant rules as applicable.

Paragraph 2(e) of RD affidavit

That the Transferee Company should be directed to pay applicable Stamp duty on the transfer of the immovable properties from the Transferor Companies to it

Paragraph 8 of Rejoinder

atusavor

The petitioners submit that consequent upon sanctioning of the scheme applicable stamp duty on transfer of ihe immovable properties from the transferor Companies will be paid by the Transferee Company.

Paragraph 2(f) of RD affidavit

In compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 or IND-AS-8 etc.

Paragraph 9 of Rejoinder

The petitioners submit that consequent upon the sanction of the Scheme, the Transferee Company, in compliance of IND-AS 103, shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable accounting standards such as AS-5 or IND-AS 8.

Paragraph 2(g) of RD affidavit

The Hon 'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company

Application and Company Petition are one and same and there is no discrepancy or no change is made.

ⁱParagraph 16 of Rejoinder

3 The petitioners submit that the copy of Scheme attached to the Company i Application (first motion petition) and Company Petition ie the present j petition for Sanction of the Scheme is one and same and that there is no { discrepancy and that no change has been made in the Scheme.

Paragraph 2(h) of RD affidavit

The Petitioners under provisions of section 230(3) of the Companies Act 2013 have to Serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the scheme by the Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company (8) concerned.

Paragraph U1 of Rejoinder i

The petitioners further submit that necessary notice as required under Section 230(5) of the Companies Act, 2013 have been served by the

Petitioner Companies to all concerned authorities and affidavit of service in this regard has also been filed before the Tribunal.

Paragraph 2(i) of RD affidavit

The Hon'ble Tribunal may kindly seek the undertaking that this scheme is approved by the requisite majority of members and creditors as per section 230(6) of the Companies Act 2013 in meeting duly held in terms of section 230(1) read with sub-sections (3) to (5) of section 230 of the said Aci and the Minutes thereof are duly placed on record.

Paragraph 12 of Rejoinder

The petitioners submit that the Scheme has been approved by the requisite majority of members and creditors as per section 23 O(6) of the Companies Act, 2013. The Chairman's Report of the Meetings relating to approval of the Scheme is also on record of this Tribunal.

Paragraph 2(j) of RD affidavit

It is submitted that the Income Tax Department by a letter dated 19/02/2021 with a request fo forward their commeats! observations/ odjections, if any However, the said authority has not forwarded their report to this Directorate till date.

Paragraph 33 of Rejoinder

ft is submitted that the petitioners have not received any objection from any other Sectoral A uthority.

15.Mr. Harihara Sahoo, Joint Director appearing on behalf of the Regional Director. Eastern Region, Ministry of Corporste Affaire. representing the Central Government submits that in view of submissions made by the petitioners in paragraphs 3 and 4 of the rejoinder, Central Government has no objection to approval of the Scheme of Amalgamation.
1. From the material on record, the Scheme appears to be fair and reasonable and is not violative to any provisions of law, nor is contrary to public interest.
17, Since all requisite compliance has been fulfilled, the following of orders in terms prayers made in the petition, with modification by the Tribunal are passed:

THIS TRIBUNAL DOTH ORDER

April, 2020 instead of I" April, mentioned jn ²⁰¹⁸being the Appointed Date as the Scheme, on their respective shareholders and al] ding those mentioned in the Scheme of Amalgamation;

(b} Pursuant to Section 230 to 232 of the Companies Act, 2013, all properties, righis, powers, interests, assets and undertakings of the Transferor Companies as on 1* April, 2020, deing the Appointed Date, be transferred without any act deed or thing to the Transferee Company:

(c) Pursuant to Section 230 to 232 of the Companies Act, 2013, all liabilities and duties of the Transferor Companies as on I* April, 2020, being the Appointed Date, be transferred without any act deed or thing to the Transferee Company;

(d) All suits and/or appeals and/or any proceedings, of whatsoever nature now pending by or against the Transferor Companies, if any, be centinued by or against the Transferee Company:

(e) The Transferee Company do within 30 days of the date of obtaining certified copy of the order to be made herein, cause certified copy of the said order to be delivered to the Registrar of Companies, West Bengal for registration;

(f) The Resistrar of Companies, West Sengal upon receiving such certified copy, be directed to piace all such documents, papers and records relating to all the applicant companies and the files relating to the applicant companies shall be consolidated in terms of the scheme of amalgamation;

{3} The Transferor Company } and the Transferor Company 2 be dissolved without winding up from the date of filing of the certified copy [ ofthis order upon the Registrar of Companies, West Bengal by them;

(h) Leave is given to file the Schedule of Assets of the Transferee Company within four weeks from date of this order;

(i) Any person interested shall be at liberty to apply to this Hon'ble Tribunal in the above matter for such directions as may be necessary:

(j) Sanction of the Scheme shall not come in the way of any action for violation of any provisions of law committed by any of the Petitioner Companies and the same shall be met and answered by the Transferee Company. We leave it to the authorities concerned to see if there has been any violation of provisions of law and to take action as may be deemed appropriate under the law.

The Company Petition being CP (CAA) 1526/KB/2020 connected with CA (CAA) No.826/KB/2020 is disposed of.

Witness:

ⁱz i .

Sri Rajasekhar V.K., Hon'ble Member {Judicial} & Sri Harish Chander Suri, Hon'bie Member (Technical) at Kolkata aforesaid on the 25th | March, 26021.

Ms. Shruti Swaika, Advocate, Ms. Iram Hassan, Advocate & Mr. ! Sanket Sarawgi, Advocate of petitioners.

; Mr. Harihara Sahoo. Joint Director for tne Regional Direcior (ER}.

Schedule of Assets

First Part-]

(As per Annexure)

Second Part-II

(As per Annexure)

Third Part-II

(As per Annexure)

Joint Registrar

National Company Law Tribunal Kolkata Bench

Dated, the b day of April, 2021.

COMPOSITE SCHEME OF AMALGAMATION

UNDER SECTIONS 230 TO 232 AND OTHER APP' ICABLE PROVISIONS OF

THE COMPANIES ACT, 2013

AMONGST

J.M. HOSIERY & CO. LIMITED

(Transferor Company)

AND

EBELL FASHIONS PRIVATE LIMITED

(Transferor Company)

AND

LUX INDUSTRIES LIMITED

(Transferee Company)

AND

THEIR RESPECTIVE SHAREHOLDERS

AL BACKGROUND OF THE COMPANIES

@ i. M. Hosiery & Co. Limited, the "Transferor Company 1", having Corporate Identity Number U1810SWB2604P1C100233, a public limited company within the meaning of the Comnanies Act, 2013, was criginally incorporated as "Todi Hosiery Private Limited" on 20" October, 2004 under the Companies Act, i\$56 in the State of West Bengal. It was converted to a public limited company in the year 2012, subsequently renamed to its resent name te 3 M. Hosiery & Co. Umited end ¢ fresh Certificate ert of Incorseration consequent uson change of neme issued on goth July, 2025 by the Regictrar of Companies, West Bengal. The Transferor Company 1 is engaged, inter alia, in the business oi manutecturing, marketing, selling and distribution of knitted apparel including hosiery.
fii} ebeli Fashions Private limited, the "Transferor Company 2", having Corporate Identity Number U25191W81997PTC084787, Private limited company within the meaning of the Companies Act, 2013, was onginally incorporated as "Ebel Polymers Private Limited" on 30" June, 1997 under the Companies Act, 1956 in the State of West Bengal. !t was subsequently renamed to ite present name i.e. Ebell Fashions Private Limited and a fresh of Incorporation consequent upon change of name issued on 7 May, 2012 by the Resistrar of Companies, West Bengal. The Transieror Company 2 is engaged, inter alia, in the business of manufacturing, marketing, selling and Gistribution of knitted 2pperel fer women's

{iii} tux Industzies Limited, the "Transferee Company", having Corporate Identity Number 117308W81995PLC073053, public listed company within the meaning of the Companies Act, 2013, was Originally incorporated as "Lux Hosiery Industries Limited" on 21" July, 1985 under the Companies Act, 1956 in the State cf West Bengal. tt was subsequently renamec to its present name ie. Lux Industries Limited and a fresh Certificate of lacorporation consequent upon change of name issued on 24" October, 2007 by the Registrar of Companies, West Bengal. The Transferee Company is engeged, inter alia, in the business of Manufacturing, marketing, selling and distribution of knitted apparel lauding hosiery. The Shares of tha Transferaa Comp2ay are listed on: xchange of ingia Cimrted and Bombay Stock Exchange Limited,

2 [ 28

SAI OVERVIEW AND OPERATION OF THIS SCHEME

This Scheme provides for the amalgamation of the Transferor Companies into the Trensferee Company (as defined hereinafter}, in the manner set out in this Scheme, anc in accordance with the provisions of Sections 230 to 232 of the Act and other epolicable provisions of Applicable Law.

9 PARTS OF THIS SCHEME

[

PART | deais with the definitions of Capitalized terms used in this Scheme and the share capital of the Transferor Companies and the Transferee Company;
{ii} PART If deals with the amalgamation of the Transferor Companies with the Transferee Company; and
(iii) PART fit deals with the general terms and conditions that would be applicable to this Scheme.

Q RATIONALE FOR THIS SCHEME

the emalgamation of the Transferor Companies: with the Transferee Campany would inter alia have the following benefits:

{3} The proposed merger will lead to the Presence of the Transferee Company across various market Segments leading to risk mitigation and higher growth;
(b} The Proposed merger will rationalize the Management stcucture, enhance customer reach, reduce overhead costs and ultimately fead to increased top line and bottomline for the merged entity;
The merged entity will have greater financial strength and flexibility;

({d) The merger will also result in value appreciation for the shareholders of the merged entity;
(e) Under a tiberalised, fast changing and highly competitive environment, } this amalgamation shall strengthen the businesses of the Transferor Companies and the Transferee Company by Pooling up resources for common Purpose; _ ^I
ation will enable the future business activities to be carried on more (7] The ametga convenientiy end advantageousiy with 2 iarger assert base besides achievement of menagement efficiency, reduction in 'administrative cost, optimisation of resources, enhanced flexibility in funding of expansion plans, improving Profitability and stronger balance sheet of the merged company.
{g) Cost savings are expected to flow from more focused Operational efforts, rationalisation, Standardisation and Simplification of business Processes, gnd the elimination of duplication and rationalization of administrative expenses.

In view of the aforesaid, the Board of Directors of the Transferor Companies the 2s well as Transferee Company have considered and Proposed the amalgamation undertaking of the entire and business of the Transferor Companies with the Transferee Company in order to benefit the shareholders, creditors, employees, and other Stakeholders the Transferor of bath Companies and the Transferee Company. Accordingly, Oirectors the Board of of both the companies have formutated this Scheme of Amalgamation for the fo the Transferee Company pursuant to the provisions the Companies af Section 230 to Section 232 of Act, 2013 and other applicable provisions of the Companies Act, 2013.

PARTI

DEFINITIONS

4] 228

DEFINITIONS $1.1$

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

1.1.1 "Act" means the Companies Act, 2013 to the extent of the provisions notified and the Companies Act, 1956 to the extent of its provisions in force and shall include any other statutory amendment or re-enactment or restatement and the rules and/ or regulations and/ or other guidelines or notifications under Applicable Laws, made thereunder from

1.1.2 "Appointed Date" means 1" April, 2018;

1.1.3 "Applicable Law" means any applicable central, provincial, local or other law including all applicable provisions of all (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the Parties; (b) Permits; and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties and shall include, without limitation, the listing agreement executed with the Stock Exchanges in the case of the

$1.1.4$ "Appropriate Authority" means:

the government of any jurisdiction (including any central, state, municipal or local $(a)$ government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, central bank, commission or other authority

$[5]$

any public international organisation or supranational body and its institutions,

departments, agencies and instrumentalities:

eny governmental, quasi-governmenta! or private body or egency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, tex, importing or other governmenial or quasi-governmental authority including (without limitation) the Competition Cammission of India, SEBI (as defined hereinafter}, and the Tribunal (as defined hereinofter); and

eny Stock Exchange,

"Board" in relation to each of the Transferor Companies and the Transferee Company as the case may be, means the board of directors of such company, and shall inctude a committee of directors of any person authorized by the board of directors or such cemmittee of directors duly constituted and authorized for the Purposes of matters pefatning to the amaiga mation, this Scheme Or any other matter relating thereto.

"Effective Date" means the day on which the conditions specified (Conditions in Clause 17 Precedent) of this Scheme are complted with.
n "Encumbrance" means (i) any Charge, lien {statutory or other), or mortgage, easement, any encroachment, right of way, right of first refuss| or other encumbrance security interest or Securing any obligation of any Person; (ti} pre-emption right to right, option, 2ny acquire, right to set off Or other third Party right or claim of any kind, including restriction on use, Voting, selling, é@ssigning, pledging, hypothecating, Or creating security interest a in, place in trust (voting or otherwise}, receipt of income or exercise; (ifi} any equity, assignments, or hypathecation, title retention, restriction, other type of Preferentiat power of sale or arrangements; or (iv) any agreement above; the term to create any of the "Encumber" shall be construed accordingly;

"INR" means indian Rupee, the lawful currency of the Republic of India.

Parties" shall mean Collectively the Transferor Companies and the Transferee Company 2nG "Party" shalt Mean each of them, individually:

6[ 28

1.10 "Permits" means all consents, licences, permits, Permissions, authorisations, rights, be ciarifications, 2pprovels, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, whether governmental, statutory, regulatory under Applicable Law;
1.4.41 "Person" means an individual, a partnership, z corporation, a limited liability Partnership, ^alimited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or an Appropriate Authority;
Be he te to Record DSaie" means the caie to be fined by the Board of the Transieror Companies in consultation with the Transferee Company for the Purpose of determining the shareholders of the Transferor Companies for issue of the new equity shares pursuant to this Scheme.
1.1.13 "RoC" means the relevant Registrar of Companies having funisdiction over the Transferor Comoasnies or the Transferee Company as the case may be;
means this scheme of émalgamation, with or without any modification approved or imposed or directed by the Tribunal;
"SEBI" means the Securities and Exchange Board of India;
"SBE Circular" shall mean the circular issued by the SEal, being Circular CFO/DIL3/CIR/2617/21 dated March 10, 2017, and any amendments thereof, modifications issued Pursuant to regulations 11 and 37 of the SEBI {Listing Obligations and Disclosure Requirements}, Regulations, 2015;
"Stock Exchanges" means the National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE");
Th ww te be i ca "Taxation" of "Tax" or "Taxes" means all forms of taxes and statutory, governmental, state, provincial, local governmental or municipat impositions, duties, contributions and evied by reference to income, profits, book profits, gains, net wealth, asset valuas turnover ressect added yaly uo OF otherwise and shall furtho; iaclud2 paymenis in of or on account of Tax, whether by way of deduction Mintmum at Source, advance tax, alternate tax Or otherwise or atirioutable Companies directly or primarily to the Transferor t = : . wempaniés or the Transferee Company of any other Person and all penalties, charges,

7 [28

costs and interest relating thereto;

"Tax Laws" means alf Applicable Laws, acts, rules and regulations dealing with ^a including but not limited to the income-tax, weaith tex, sales tax / value added tax, in service tax, goods and services tax, excise duty, customs duty or any other levy of simiiar s € tax, d nature;
43120 "Transferee Company" means Lux industries Limited 2 public listed company, within the meaning of the Companies Act, 2013, having corporate identity numher £17309WB1995PLC073053 and having its registered cffice at 39, Kali Krishna Tagore Street, Kolkata — 700 007, India;
ia he "Transferor Compaay 1" means JM. Hosiery & Co Limited, a public Company, within the meaning of the Companies Act 2013, having Corporate identity number U18109W82004PLCi00233 and having its registered office at 3S, Kali Krishna Tagore Street, Kolkata — 700 007, India.
a7 Ne uw "Transferor the Company 2" means Ebelf Fashions Private Umited, a private company, within meaning of the Companies Act 1956, having cOorpcrate U251S1W81997PTCoga7a7 identity number and having its registered 10" Floor, office at PS Srijan Tech Park, DN-52, Sait Lake City, Secter —V, Kolkata — 709 081, india.
"Transferor Companies" means collectively the Trensferor Company Company 1 and the Transferor 2;
⁺"Tribunal" means the National Company Law Tribunaf having jurisdiction Over the Transferor Companies and the Transferee Company.
INTERPRETATIONS

in this Scheme, unless the context otherwise requires:

words denoting singular shall include plural and vice versa:
Neadings and boig typeface are only for Convenience and shail be ignored for the PUrposes of interpretation;

1.2.3 references to the word "include" or "including" shall be construed without limitation;
1.2.4 a reference to an article, clause, section, paragraph or schedule is, unless indicated to the contrary, a reference to an article, clause, section, paragraph or schedule of this Scheme;
1.2.5 unless otherwise defined, the reference to the word "days" shall mean-calendar days;
1.2.6 Reference in this Scheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme" shall mean the Effective Date;
1.2.7 reference to a document includes an amendment or supplement to, or replacement or novation of, that document; and
1.2.8 word(s) and expression(s) elsewhere defined in this Scheme will have the meaning(s) respectively ascribed to them.

$\overline{L}$ SHARE CAPITAL

$2.1$

The share capital of the Transferor Company 1 as on 31st March, 2018 is as follows:

Considerable of the Particulars and the problems of the second states $\mathsf{INR} \subset \mathbb{R}^n$ Authorised Share Capital
75,00,000 equity shares of INR 10 each Total.
	7,50,00,000
Issued, Subscribed and Paid-up Capital 74,46,006 equity shares of INR 10 each	7,50,00,000
Total
	7,44,60,060
	7,44,50,060

The equity shares of the Transferor Company 1 are not listed on any stock exchange in

$2.2$

The share capital structure of the Transferor Company 2 as on 31st March, 2018 is as

Particulars and the second state Authorised Share Caoital	S/NR
2,50,000 equity shares of INR 10 each
Issued, Subscribed and Paid-up Capital	25,00,000
	25,00,000

2,35,000 equity shares of INR 10 each Total $23,50,000$ The Transferor Company 2 is a private limited company. 23,50,000 The share capital structure of the Transferee Company as on 31st March, 2018 is as $2.3$ $follows$ : Richard Authorised Share Capital Particulars more 4,50,00,000 equity shares of INR 2 each 56,00,000 preference shares of INR 100 each Total Issued & Subscribed
2.77,37,500 equity shares of INR 2 each INRE 8,00,00,000 $\pi$ otal 56,00,00,000 Fully Paid Up 55,00,00,000 2,52,53,000 Equity Shares of INR 2 each $TctaI$ $5,54,75,000$ $5,54,75,000$ The Issued & Subscribed Capital of the Company consist of 2,77,37,500 equity shares of Rs. 2/- each while the Fully Paid Up Capital of the Company consists of 2,52,53,000 Equity Shares of Rs, 2/- each in view of the fact that the Company had forfeited 4,96,900 equity shares of Rs. 10/- each ( equivalent to 24,84,500 equity shares after sub-division of shares from that of Rs. 10/- each to Rs. 2/- each) during the financial year 2006-07. The Transferee Company is a public limited company and its equity shares are listed on the NSE& BSE. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME $\vec{S}$ This Scheme as set out herein in its present form or with any modification(s), as may be $\mathfrak{Z},\mathfrak{z}$ approved or Imposed or directed by the Tribunal or made as per Clause 16 of this Scheme, shall become effective from Appointed Date but shall be operative from the Effective Date, $10/28$ कथर्मी विधि STRATED Company (eg $\mathbb{A}^{\mathsf{O}}$

÷,

Achata-Ber श्रीलकाता-न्या

PART II '

AMALGAMATION OF TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY

TRANSFER OF ASSETS AND LIABILITIES 4.

With effect from the opening of business hours of the Appointed Date, and subject to the $47$ provisions of this Scheme and pursuant to Section 232 of the Act and Section 2(1B) of the Income-tax Act, 1961, the Transferor Companies shall stand amalgamated with the Transferee Company as a going concern and all assets, liabilities, contracts, arrangements, employees, Permits, licences, records, approvals, etc. of the Transferor Companies shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, liabilities, contracts, arrangements, employees, Permits, licences, records, approvals, etc. of the Transferee Company by virtue of, and in the manner provided in this Scheme.

Without prejudice to the generality of the above and to the extent applicable, unless $42$ otherwise stated herein, with effect from the Appointed Date:

4.2.1 with respect to the assets of the Transferor Companies that are movable in nature or are otherwise capable of being transferred by manual delivery or by paying over or endorsement and/or delivery, the same may be so transferred by the Transferor Companies by operation of law without any further act or execution of an instrument with the intent of vesting such assets with the Transferee Company as on the Appointed

4.2.2 subject to Clause 4.2.3 below, with respect to the assets of the Transferor Companies, other than those referred to in Clause 4.2.1 above, including all rights, title and interests in agreements (including agreements for lease or license of the properties), investments In shares, mutual lunos, bonds and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other.

authorities and bodies, customers and other persons, whether or not the same is held in the name of the respective Transferor Companies the same, shall, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company, with effect from the Appointed Date by operation of law as transmission, as the case may be, in favour of Transferee Company. With regard to the licenses of properties, the Transferee Company will enter into novation agreements, if it is so required;

4.2.3 without prejudice to the aforesaid, all the immovable property (including but not limited to the land, buildings, offices, factories, sites, tenancy rights related thereto, and other immovable property, including accretions and appurtenances), whether or not included in the books of the concerned Transferor Companies, whether freehold or leasehold (including but not limited to any other document of title, rights, interest and easements in relation thereto, and any shares in cooperative housing societies associated with such immoveable property) shall stand transferred to and be vested in the Transferee Company, as successor to the Transferor Companies, without any act or deed to be done or executed by the Transferor Companies, as the case may be and/or the Transferee

4.2.4 all debts, liabilities, duties and obligations (debentures, bonds, notes or other debt securities) of the Transferor Companies shall, without any further act, instrument or deed be transferred to, and vested in, and/or deemed to have been transferred to, and vested In, the Transferee Company, so as to become on and from the Appointed Date, the debts, liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the respective Transferor Company, and it shall not be necessary to obtain the consent of any Person who is a party to the contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this Clause 4;

4.2.5 the vesting of the entire undertaking of the Transferor Companies, as aforesaid, shall be subject to the Encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such Encumbrances shall be confined only to the relevant

$14 | 28$

With effect from the Appointed Date, all the Permits held or availed of by, and all rights and benefits that have accrued to the Transferor Companies, pursuant to the provisions of Section 232 of the Act, shall without any further act, instrument or deed, be $\overline{u}$ transferred to, and vest in, or be deemed to have been transferred to, and vested in, and oe available to, the Transferee Company so as to become as and from the Appointed Date, the Permits, estates, assets, rights, title, interests and authorities of the Transferee Company and shall remain valid, effective and enforceable on the same terms and

$5.$ PERMITS

4.2.11 without prejudice to the foregoing provisions of Clause 4.2, the Transferor Companies, and the Transferee Company shall be entitled to apply to the Appropriate Authorities as are necessary under any law for such consents, approvals and sanctions which the Transferee Company may require and execute any and all instruments or documents and do all acts and deeds as may be required, including filing of necessary particulars and/or modification(s) of charge, with the concerned Registrar of Companies or filing of necessary applications, notices, intimations or letters with any authority or Person, to give effect to the above provisions.

4.2.10 On and from the Effective Date and till such time that the name of the bank accounts of the Transferor Companies have been replaced with that of the Transferee Company, the Transferee Company shall be entitled to maintain and operate the bank accounts of the Transferor Companies in the name of the respective Transferor Companies and for such time as may be determined to be necessary by the Transferee Company. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Transferor Companies after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company, if presented by the Transferee Company; and

to 232 of the Act, the relevant refund, benefit, incentive, grant, subsidies, be paid or made good or held on account of the Transferee Company, as the person entitled thereto, to the end and intent that the right of the Transferor Companies, to recover or realise the same, stands transferred to the Transferee Company and that appropriate entries should be passed in their respective books to record the aforesaid changes;

conditions to the extent permissible in Applicable Laws. Upon the Effective Date and until the Permits are transferred, vested, recorded, effected, and/ or perfected, in the record of the Appropriate Authority, in favour of the Transferee Company, the Transferee Company is authorized to carry on business in the name and style of the Transferor Companies, and under the relevant license and/or permit 2nc/or approval, as the case may be, and the Transferee Company shall keep a record and/or account of such transactions.

CONTRACTS

» Subject to the other provisions of the Scheme, all contracts, deeds, bonds, agreements, arrangements and other instruments of whatsoever nature, subsisting or having effect on ar immediately before the Appointed Date, to which any of the Transterar Companies is a party shali remain in full force and effect against or in favour of the Transferee Company and shall be binding on and be enforceable by and against the Transferee Company as fully and effectually as tf the Transferee Company had at all material times been 2 party therete. The Transferee Compeny will, if required, enter into novation agreement(s) in relation to such contracts, deeds, bonds, agreements, arrangements and other instruments es stated above. Any inter-se contract between any cf the Transferor Companies, on the one hand, and the Transferee Company on the other hand, shall stand cancelled and cease to operate upon the effectiveness of Part tl of this Scheme.
Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the assets and liabilities of the Transferor Companies occurs by virtue of this Scheme, the Transferee Company may, at any time in accordance with the provisions hereof, if so required under any Applicable Law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations, other writings or tripartite arrangements with any party te any contract cr arrangement to which either of the Transferor Companies is a party er any writings as may be necessary in order to give eect ta tne provisions of this Scheme. The Transferee Compa2ny shall under the provisions ai this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Companies, to carry out or perform all such formatities or

15 [ 28

compliances referred to above on the part of the Transferor Companies.

av ua On and from the Effective Date, and thereafter, the Transferee Company shall be entitled te complete end enforce all pending contracts and transactions and to accept stock returns and issue credit notes in respect of the Transferor Companies in the name of such Transferor Company in sc far as may be necessary until the transfer of rights and abiigations of the Transferor Companies, to the transferee Company under this Scheme has been given effect te under such contracts and transactions.

Upon this Scheme coming into effect and with effect from the Effective Date, the Transferee Company undertakes to engage all the employees of the Transferor Compenies on the terms and conditions not Jess favourable than those on which they are engaged by the Transferor Companies without any interruption of service as a result of the amalgamation of the Transferor Companies with the Transferee Company. The Transferee Company also agrees that the services of al! such employees with the Transferor Companies prior to the amalgemation of the Transferor Companies with the Transferee Company shall be taken into account for

the purposes of all existing benefits to which the said employees may be eligible, ncluding for the purpose of payment of any retrenchment compensation, gratuity and other retrial/ terminal benefits.

LEGAL PROCEEDINGS

if any suit, cause of actions, appeal or other legal, quasi-judicial, arbitrat or other administrative proceedings of whatever nature (hereinafter called the "Proceedings") by Or against any of the Transferor Campanies is pending on the Effective Date, the same shall net abate, be discontinued or be in any wey prejudicially affected by reason of the amalgamation or of zaything caatzined fa this Scheme, dui ihe Proceedings may be continued, orasecuted and anforcad by of 3g3inst the Transferaz Company in the same manner and to the same extent as it would or might have been continued, prosecuted

i6 [ 28

and enforced by or against the concerned transferor Company #5 if this Scheme had mot been made. On and irom the Effective Dete, the Transferee Company may initiate any legal proceeding for and on behalf of the Transferor Companies.

a CONSIDERATION

Upon coming into effect of the Scheme and in consideration of the transfer and vesting of the undertaking of the Transferor Companies in the Transferee Company in terms ot rensicree Company shail, without ony jurtner ack or deed, New EQury Shares"; iG the MemoErs of the respeciive transferor Companies whose names appear in the register of members of the respective Transferor Companies as 01 the Record Date in the following manner:
9.2 for every 100 fully paid up equity shares of the Transferor Company 1 having face value of INR 10 each and held by the members of the transferor Company 1 25 on record date, 29 equity shares of the Transferee Company having a face value of INR 2 each, credited 2s fully paid up shall be issued to the members of Transferor Company 1.
for every 100 fully paid up equity shares of Transferor Company 2 having face value of INR 10 each and held by the members of the Transferor Company 2 #5 on record date, 1142 Equity Shares of the Transferee Company having a face value of INR 2 each, credited as fully paid up shall be issued to the members of Transferor Company 2.
o4 Notwithstanding anything contained in Clause 9.1 above, upon the Scheme coming inte effect, all equity sheres which the Transferee Company holds in the Trensferor Companies (either directly or through nominees) or the Transferor Companies hold amongst each otner shail get cancelled without any further application, act or deed, in accordance with provisions of Section 100 to 103 of the Act and the order of the Tribunal sanctioning the Scheme shall be deemed to be also the order under Section 162 of the Act for the purpose of confirming the reduction. The reduction would not involve either ² diminution of liability in respect af unpaid share capital or payment of paid-up share capital end the provisions of Section 101 of the Act will not be applicable. tt is clarified that ng new equity shares shall 52 sued or payment mace ia cash whatsoever by cne ny Transferee Company in lieu of such shares of the Transferor Companies held inter-se

17 | 28

amongst the Transferor Companies.

Any share of the Transferee Company that is held by the Transferor Companies, to the $Q_1 \nabla$ extent the same has not been transferred prior to the Effective Date, shall, without any further act, document or deed, upon the Scheme becoming effective, be deemed to have been transferred to the Transferee Company pursuant to this Scheme for the express purpose of cancellation, and be so cancelled and there would be no issuance of shares by the Transferee Company in relation to such shares so held.
In the event that the Transferee Company restructures its equity share capital by way of $9.6$ a share split / consolidation / issue of bonus shares during the pendency of the Scheme, the Share Exchange Ratio shall be adjusted accordingly to take into account the effect of any such corporate actions.
The issue and allotment of equity shares by the Transferee Company to the shareholders $C,7$ of the Transferor Companies shall be deemed to have complied with all provisions of the Act and such other statutes and regulations as may be applicable.
The equity shares issued and allotted by the Transferee Company in terms of this Scheme $9.8$ shall be subject to the provisions of the Memorandum and Articles of Association of the Transferee Company and shall, rank pari passu in all respects with the then existing equity shares of the Transferee Company, including in respect of dividend, if any, that may be declared by the Transferee Company on or after the Effective Date.
In respect of shareholders entitled for fractional entitlement based on the swap ratio, no $9.9$ fractional shares shall be issued by the Transferee Company and all fractional entitlements will be rounded up to the nearest integer.
$9.10$ The equity shares allotted by the Transferee Company pursuant to the Scheme shall remain frozen in the depositories system till listing/ trading permission is given by the Stock Exchanges and shall be listed and admitted to trading on the relevant Stock Exchange(s) in India, where the existing equity shares of the Transferee Company are listed and admitted to trading.

$9.11$ The new Equity Shares to be issued by the Transferee Company in respect of any equity

ata.B निकाला-न्या

shares of the Transferor Companies which are held in abeyance under the provisions of Section 125 of the Companies Act, 2013 or otherwise, shall also be kept tn abeyance.

io. ACCOUNTING TREATMENT SY THE TRANSFEREE COMPANY IN RESPECT OF ASSETS AND UABILITIES

10.1 Fhe Transferee Company shall account for the Scheme in its books/financial statements upon receipt of all relevant/requisite approvals for the Scheme in accordance with ariacinies laid Gown in the appiicabie "indian Accounting Standard (ind-AS)" including ing ^AAccouniing SianGerds) Rules, 2015, as th as c G ov w amended from time to time, the applicable provisions of the Act, and generally accepted accounting principles in India; and-
10.2 Inter-company hoidings and balances, if any, between the Transferor Company and the Transferee Company, shall stand cancelled, and shall be accounted in accordance with Clause 10.1
In case of difference in accounting palicy between the Transferee Company and the Transteror Companies, the accounting policy followed by the Transferee Company will prevail end the difference till the Appointed Date will be quantified and adjusted in the statement of profit and foss to ensure that the financial statements of the Transferee Company reflects the financial position on the basis of consistent accounting policy.
Notwithstanding the above, the Board af Directors of the Transferee Company, in consultation with its statutory auditors, is authorized to account for any of these Saiances in any manner whatsoever, as may be deemed fit, in accordance with the Accounting Standards prescribed by the Central Government under Section 133 of the Companies Act, 2013 and generally accepted accounting principles.

Me he VALIDITY OF EXISTING RESOLUTIONS, ETC.

Upon the coming into effect of Part Il af this Scheme, the resolutions and powers of ⁱCompaaies, es ac2 considered Hecessary oy the shalt continue to be valid and subsisting and be considered as resolutions and powers of

attorney passed/ executed by the Transteree Company, and if any such resolutions have any monetary limits approved under the provisions of the Act, ar any other applicable "Statutory provisions, then the said limits as are considered necessary by the Board of the Transieree Company shail be added to the limits, if eny, under like resolutions passed by the Trencferee Company end shall constitute the eggregete of the szid limits in the Transferee Company.

PART A

GENERAL TERMS & CONDITIONS

DIVIDENDS

The Transferor Companies and the Transferee Company shall de entitled to declare and pay dividends, to their respective shareholders in respect of the accounting period ending 31° March 2018 and such future accounting periods consistent with the past practice or in ordinary course of business, whether interim or final. Any other dividend shall be recammended/declared only by the mutual consent of the concerned Parties
ran NI nN \t is clarified thet the aforesaid provisions in respect of declaration of dividends (whether interim or final] are enabling provisions only and shall not be deemed to confer any right on any shareholder of the Transferor Companies or the Trensferee Company ta demand or ciaim or be entitled to any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the respective Boards of the Transferor Companies and the Transferee Company as the case may be, and subject to approval, if required, of the shareholders of the Transferar Companies and the Transferee Company, as the case may be.

CONDUCT OF BUSINESS UPTO THE EFFECTIVE DATE

With effect from the Appointed Date and up to and including the Effective Date:
the Traasigror Companies shell be deemed to nave oeen carrying an and shail carry on its business and activities and shall be deemed to have held and stood possessed of and

20 | 28

shalf hold and stand possessed of the assets for and on account of, and in trust for the Transferee Company;

23.1.2 ail profits or income arising or accruing to the Transferor Companies and all taxes paid thereon (including but not limited to advance tax, tax deducted at source, minimum alternate tax, dividend distribution tax, securities transaction tax, taxes withheld/paicl in a foreign country, etc.) or losses arising or incurred by the Transferor Companies shall, for all purposes, be traated as and deemed to be the profits or income, taxes or losses, as the case may be, of tha Transferee Company;
13.1.3 all loans raised and all ltabilities and obligations incurred by the Transfzror Companies after the Appointed Date and prior to tha Effective Date, shall, subject to the terms of this Scheme, be daemed to have been raised, used or incurred for and on behalf of the Transferee Company and to the extent they ar2 outstanding on the Effective Date, shall also, without any further act or deed be and be deemed to become the debts, liabilities, duties and obligations of the Transferee Company;
13.1.4 The Transferac Companies shall carry on their business with reasonable diligence and business prudence and ia the same manner as it had bean doing hitherto,
Tha Transferor Companies shall not amend its respective Memorandum of Association or Articles of Association, axceat with the written concurrence of the Transferee Company, unless required and expressly permitted undar this scheme.
rane w io an The Transteror Companies shall be entitled, pending the sanction ofthe Scheme, to apply to the Appropriate Authoritias concerned as are necessary under any law for such consents, approvals and sanctions which the Transferee Company may require to carry on the dusinass of tna Transferor Companies and to give effect to the Scheme.
U3.L7 For the purpose of giving effect to the order passed under Sections 230 to 232 and other applicable provisions of the Act in respect of this Scheme by the Tribunal, the Transferee Tomoany shall, ac anv time oursuant to the orders angraving this Schama, ba entitled to recorda, of tae chaaga in ihe iegal cignt(s} upoa tne amalgamaiiun of the Transferor Companies, in accordance with the provisions of Sections 230 to 232 of the Act. The Transferee Company shall always be deemed to have been authorized to

execute any pleadings, epplications, forms, etc., as may be required to remove any difficulties and facilitate and carry out any formalities or compliances as are necessary For the implementation of this Scheme. For the purpose of giving effect to the vesting orc%er passed under Section 232 of the Act in resect of this Scheme, the Transferee Comga ny shall be entitled to exercise all rights and privileges, and be liable to pay all taxes and charges and fulfil al! its obligations, in relation to or applicable to all immovable araperties, including mutation and/or substitution of the ownership or the title to, or interest in the immovable properties which shall be made and duly recorded by the Appropriate Authority(ies} in favour of tha Transferee Company, pursuant to the sanction of the Scheme by the Tribunal and upon the effectiveness of this Scheme in accordance with the terms hereof, without any further act or deed to be done or executed by tha x ransierar Campany. it is clarified that the Transferee Company shall be entitied to ^wngage ofS in such correspondence + and make such representations, as may be necessary, For the purposes of the aforesaid mutation and/or substitution.

DISSOLUTION OF TRANSFEROR COMPANIES

On this Scheme dacoming effective, the Transferor Companies shall stand dissolved without winding up. On and from the fffective Date, the name of the Transferor Companies shall be struck off from the records of the Registrar of Companies.

APPLICATIONS/ PETITIONS TO THE TRIBUNAL

Tha Parties shall with dispatch, make and file all appfications and petitions under Sections 230 to 232 and other applicable provisions of the Act before the Tribunal, under whose jurisdiction, the registered offices of the respective Parties are situated, for sanction of this Scheme under the provisions of Applicable Law, and shall apply for such approvals as may de required under Apolicable Law and for dissolution of the Transferor Comopanies without being wound up.
Tne Parties shall 52 entitled, pending the sanction of the Scheme, to apply to any equived, under aay Aggiicadig Law for suca consanis aad

22 { 28

the Transferor Companies.

MODIFICATION OR AMENDMENTS TO THIS SCHEME 16.

On behalf of each of the Transferor Companies and the Transferee Company, the Boa rd 15.1 of the respective companies acting themselves or through authorized persons, may consent jointly but not individually, on behalf of all persons concerned, to any modifications or amendments of this Scheme at any time and for any reason whatsoever, or to any conditions or limitations that the Tribunal or any other Appropriate Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by all of them (i.e. the Boards of the Transferor Companies and the Transferee Company) and solve all difficulties that may arise for carrying out this Scheme and do all acts, deeds and things necessary for putting this Scheme into effect.
$16.2$ For the purpose of giving effect to this Scheme or to any modification thereof the Boards of the Transferor Companies and the Transferee Company acting themselves or through authorized persons may jointly but not individually, give and are jointly authorised to give such directions including directions for settling any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme.

CONDITIONS PRECEDENT $17.$

Unless otherwise decided (or waived) by the relevant Parties and subject to the $17.1$ provisions of Clause 17.2, all parts of the Scheme are conditional upon and subject to the following conditions precedent:
17.1.1 obtaining no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015;
17.1.2 approval of the Scheme by the requisite majority of each class of shareholders of the Transferor Companies and the Transferee Company and such other classes of persons of the said Companies, if any, as applicable or as may be required under the Act and as may

be directed by the Tribunal;

vod

the Parties, as the case may be, complying with the provisions of the SEBI Circular, as applicable, and in particular in compliance with Para {I)(A)(9}(a) of SEB! Circular Noo. CFO/DIL3/Cla/2017/21 dated March 10, 2017, which provides for voting by public shareholders through e-voting and disclosure of all material facts in the explanate ry stat2ment sant to the shareholders in ralation to such resolution, , and in particular in compliance with Para (I}(A}(9)(b) of SEBI Circular No. CFD/DIL/3/CIR/2017/21 dated March 10, 2017 which provides that the scheme shall be acted upon only ff the votes ca st ay the oublic snarenolders of the Transferee Company in favour of the proposal are mare than tne number of votes cast by the public shareholders against it,
7,1 4 the sanctions and orders of the Tribunals, under Sections 230 to 232 of the Act being obtained by tha Transferor Companies and the Transferee Company;
certified/ authenticated copies of the orders of the Tribunal, sanctioning the Scheme, deing ttied with the concerned Registrar of Companies having jurisdiction over the Parties; and
bet AN Io on the raquisit2 consent, approval or permission of the Appropriate Authority or any other Person, which by Anolicable Law or contract, agresment, may be necessary for the tive transfer of businass and/or implementation of the relevant parts of the Scheme.
= oa N Without prejudice to Clause 17.1 and subject to satisfaction or waiver of conditions mentioned in 17.1 above, Part Il of the Scheme shall be made effective subject to the satisfaction or waiver of conditions mentioned in Clause 17.1.1 by the Boards of the Traasteror Companies and the Transferae Company.
It is hevedy clarified that submission of this Scheme to the Tribunals and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, infarasts, titlas or defences that tha Transfsror Comoanias and/ or tha Transfarae Camaaay may have under or oursuant to all Agslicable Laws.
Ga the approval of inis Schame by the sharenoiders of the Transiarac Companies and the iransferee Company and such other classes of Persons of the said Companies, if any,

pursuant to Clause 17.1, such shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in reiatioa to the amalgamation set out in this Scheme, related matters and this Scheme itself.

1. EFFECT OF NON-RECEIPT OF PERMITS AND MATTERS RELATING TO REVOCATION WITHDRAWAL OF THIS SCHEME
The Transferor Companies and the Transferee Company acting through their respective Boards shafl each be at liberty to withdraw from this Scheme: (a} in case any condition or alteration imposed oy any Appropriate Authority is unacceptable to any of them; or {b) they are of the view that coming into affect of this Schama could have adverse implications on the respective companies.

Mee

'¥ this Scheme is not made effective within such period as may b2 mutually agreed upan between the Transteror Campanies and the Transferee Company through their respective Boards or their authorised representatives, this Scheme shall bacome aull and void ard @ach Party shali bear and pay its respective costs, charges and expenses for and/or in connection with this Scheme.
in the event of revocation or withdrawal under Clause 18.1 or above, no rights and fiabiltties whatsoever shall accrue to or be incurred inter se the Transferor Companies and the Transreree Company or their respective shareholders or creditors or employees or any other Person, sava and except in respect of any act or deed done prior thareto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shalt be governed and be preserved or worked out as is specifically provided in the Scheme or in accordance with the Applicable Law and in such case, gach Party shall bear its own costs, unless otherwise mutually agreed.
18.4 'f any oart of this Scheme is found to be uaworkable for any reason whatsoever, the sama shall not, sudject to the decision of the Transferor Companies and the Transferee eo ow ad ¢ pacts aad/ ar provisions of this Schame.
Further, it is the intention of the Parties that each part shall be severable from the

remainder of this Scheme and the Scheme shall not be affected if any part of this Scheme is found to be unworkable for any reason whatsoever unless the deletion of such part shall cause this Schama to become materially adverse to any Party, in which case the Parties shall attempt to bring about a modification in this Scheme or cause such part to de null and void, including but not limited to such part

INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE TRANSFEREE COMPANY

Upon Part Il of the Scheme becoming effective, the authorised share capital of the -Transfgror Company 1 aad Transf2ror Company 2 will get merged with that of the Transfares Company.
sau be sa Nm The authorised share capital of the Transfer2e Company will automatically stand increased to that effect by simply filing the requisite forms with the Appropriate Authority and no separate procedure or instrument or deed or payment of any stamp duty and registration fees shall be required to be followed under the Act.
19.3 Consequently, clause V of the Memorandum of Association of the Transferee Company shalt without any act, instrument or dead be and stand altered, modified and amended oursuant to Sections 13, 14, 61, 64, and other applicable orovisions of the Act, and be replaced by the following clause:

"The Authorised Share Capital of the Company is 2s. 727,500,000/- (Rupees Seventy Two Crores Seventy Five Lacs only) consisting &s_ 167,500,000/- (Rupees Sixteen Crore Seventy Five Lacs} divided into 8,37,50,000fEight Crores Thirty seven Lacs Fifty Thousand) equity shares of Rs. 2 (Rup2es Two) each and Rs. 36,00,00,G00/- (Rupees Fifty Six Crores) divided inta 38,00,000 (Fifty Six Lacs) Preference Shares of Rs. 100/- 2ach with such rights, ortvileges and conditions attaching thereto as ore provided by the Regulations of the Article of Association of the Company for time bing, with power to increase ond decrease fhe Capital of the Company and to divide the shares in capital for the time being into ^r¥ 3408 prefeczatiol qualified 2c speciat s2vecal tla3s25 sad to gttoch sherets respect. rights from time to time ond to vary, modify or abrogate aay such rights, privileges or conditions attached io eny cigss of shares in such manner as may jor the time beiag be provided by tie regulations of the Company."

26 [ 28

itis clarified that the approval of the members of the Transferee Company to this Scheme shall b¢ daemed to be their consent/ approval also to the consequential alteration of. their respective memorandum of association pursuant to Clause 19.3 of this Scheme and the Transferee Company shall not be required to seek separate consent/ approval of its

shareholders for such alteration oftheir memorandum of association pursuant to Clause 19.3 of this Scheme, as required under Sections 13, 14, 61, 54, and other applicable provisions of the Act.

COSTS AND TAXES

All costs, charges and expenses fincluding, but not limited to, any taxes and duties, registration charges, atc.} of the Parties, respectively in relation to carrying out, implementing and completing the terms and provisions of this Scheme and/or incidenta? to the comoletion of this Scheme shall be borne by the Transferee Company.

21. USTING AGREEMENT AND SEB] COMPUANCES-

Since the Transferee Company is a listed company, this scheme is subject to the compfiances of all the requirements under the Listing Regulations and all directions of the Securities Exchange Board of India ("SEBI") insofar as they refate to sanction and implemantation of tha Schama.
212 The Transferee Company will cause compliance by its Promoters with Regulation 38 of the SEBE (Listing Obligations and Oisclosure Requirements) Regulations, 2015, and the SEB Circular No.CFD/DIL3/CIR/2017/21 dated 40th March, 201? with respect to issuance of shares to the shareholders of the Transferor Companies pursuant to Clauses 9.1 to 9.3 of the Scheme, to the effect that the percentage of shareholding of pre-scheme public shareholders of the Transferea Company in the post-scheme shareholding pattern of the "Teaasiarea" company shail act be lass than 23%, at aay poiniia time.

Nw jn The Scheme being aporoved by the public shareholders of the Transferee Company, in compliance with Para (1)(A)(9){a) of SE8U Circular No. CFD/DIL3/Cir/2017/21 dated March 10, 2017, whiie providing for voting by public shareholders through e-voting and disclosure of all material facts in the explanatory statement sent to the shareholders in elation ta such resolution, provided that the Schema shall be acted upon only if the votes cast by the public shareholders of tha Transferee Company in favour of the proposal are more than the number of votes cast by the public shareholders against it, in comoliance with Para (1)(A)(3)(b) of SEB! circular No. CFD/DIL3/CIR/2017/21 dated March £0, 2017.

—_-

28 { 28

SCHEDULE OF ASSETS

PartA

Schedule of Assets as at 1 April, 2020 of J. M. Hosiery & Co. Limited (the Tran sferor Company 1), to be transferred to and vested in Lux Industries Limited (the Transferee Company).

First Part

(Short description of the freehold property of the Transferor Company 1)

Property No. 1: All That 24 Floor containing an area of 142.175 square meter more or less situated in the building at premises No. D-238, Hariom Complex, 2*4 Floor, Kamla Nagar, Hariparwat Ward, Agra- 262 004 together with all other properties, rights; benefits and appurtenances thereto including proportionate undivided share in the land to which the Transferor Company 1 is seized and possessed of and otherwise well sufficiently entitled to im connection with the said floor.

Property No. 2: Alt That 3°¢ Floor containing an area of 96.703 square meter more or less situated in the building at premises No. D-238, Hariom 3rd Floor, Kamla Nagar, Hari parwat Ward, Agra- 262004 together with all other properties, rights, benefits and appurte nances thereto including proportionate undivided share in the land to which the Transferor Company 1 is seized and possessed of and otherwise well sufficiently entitled to in connection with the said floor.

Property No. 3: All That pieces and parcels of land containing an area of 2400 square feet more or less together with all that building thereon or on part thereof situated at Site No.70, Angeripalayam Road Sastri Nagar Ward 6 of Tirupur Municipal Town, Tirupur Taluk, Tamil Nadu-641602.

Property No. 4: All That pieces and parcels of land containing an area of 2400 square feet more or less together with all that building thereon or on part thereof situated at Site No.68, Angeripalayam Road Sastri Nagar Ward 6 of Tirupur Municipal Town, Tirupur Taluk, Tamilnadu - 641602.

Property No.5: All That pieces and parcels of tand containing an area of 2400 square feet more or less together with all thar building thereon or on part thereot situated at Site No.d9, Angeripalayam Road Sastci Nayar Ward 6 of Tiruour Municipal Town, Tiruour Taluk, Tamil Nadu — 641602.

Second Part

Short description of the] hold fth ny ¹

Third Part

Short description of all stocks, shares, debentures and other choses in action of the ransferor Company 1

	Third Part

	Short description of all stocks, shares, debentures and	other choses in action of the
	ransferor Company 1
	Particulars	Rs. (In Lakhs)
1_	Non-Current Assets:
	(a) Fixed Assets
	(i) Tangible Assets - Land & Buildings 296.11
	- Others 1069.33	1365.44:

	(ii) Intangible assets	-
	(b) Deferred Tax Assets (Net)
	(c) Long Term Loans and Advances	0.09
	(d) Other Non-Current Assets	95.24
		971.37
	2 Current Ass
	(a) Inventories	12,392.24
	(b) Trade Receivables	9,486.81
	(c) Cash and Bank Balances	100.46
__	(d) Short-Term Loans and Advances Total Assets	1,702.80 25,714.45

SCHEDULE OF ASSETS

Part A

Schedule of Assets as at 1^st April, 2020 of Ebell Fashions Private Limited (the Transferor Company 2), to be transferred to and vested in Lux Industries Limated (the Transferee Company).

First Part

Short description of the freehold property of the Transferor Company 2

NIL

Second Part

(A short description of the leasehold properties of the Transferor Company 2)

Property: All That Module No. 103 containing an area of 305 square meter situated on the ground floor SDF Building at plot No. 1, Block-LB, Sector-III, P.S. Bidhannagar, Dist. - 24 Parganas (North), Kolkata- 700106 together with all other properties, rights, benefits and appurtenances thereto including proportionate undivided share in the land the Transferor Company 2 is seized and possessed of and otherwise well sufficiently entitled to in connection with the said Module,

Third Part

Short description of all stocks, shares, debentures and other choses in action of the Transferor Company 2

	Particulars
1	Non-Current Assets:	Rs. (In Lakhs)
	(a) Fixed Assets
	(i) Tangible assets - Lease hold Rs. 20.62 lakhs $= 0$ thers Rs.573.76 lakhs	594.38
	(ii) Intangible Assets (Computer Software) (b) Long Term Loans and Advances	2.46
	(c) Other Non-Current Assets	30.65
		7.86
$\overline{2}$	Current Assets:
	(a) Inventories
	(b) Trade Receivables	4,339.55
	(c) Cash and Bank Balances	5,152.91
		37122

Term Loans and Advances	$2,3$ O _3.41
(e) Other Current Assets
$\overline{\tau}_{\text{eff}}$ Current Investments
^t Total Assets	16,703.11

Ã,

CERTIFIED TO BE TRUE COPY

MA.NO 383/2021 N0
of application for Copy. $19/64/2621$
No. of Pages
Copying Fee
Registration & Postage Fee
260/2

Date of Reccipt & 26/04/2021
Date of Preparation of Copy $26/64/262$
Date of Deliver of Copy. 26/06/202
Nelholuy
DD / DR / AR / Court Officer National Company Law Tribunal
Kolkaia Bench

AI assistant

LUX Industries Limited — M&A Activity 2021

60417_rns_2021-04-26_665577d0-14a7-48df-8d48-a46d02cda18d.pdf

LUX INDUSTRIES LIMITED

Rs.20 0.3209 280 TWENTY RUPEES INDIA NON JUDICIAL

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH

Order Under Sections 230 and 232 of the Companies Act, 2013

Paragraph No. 2(a) of RD affidavit

Paragraph No. 3 and 4 of Rejoinder

Paragraph No. 2(b) of RD affidavit

Paragraph 2(c) of RD affidavit

Paragraph 6 of Rejoinder

Paragraph 2(d) of RD affidavit

Paragraph 7 of Rejoinder

Paragraph 8 of Rejoinder

Paragraph 2(f) of RD affidavit

Paragraph 9 of Rejoinder

Paragraph 2(g) of RD affidavit

iParagraph 16 of Rejoinder

Paragraph 2(h) of RD affidavit

Paragraph 2(i) of RD affidavit

Paragraph 12 of Rejoinder

Paragraph 2(j) of RD affidavit

Paragraph 33 of Rejoinder

THIS TRIBUNAL DOTH ORDER

Witness:

Schedule of Assets

COMPOSITE SCHEME OF AMALGAMATION

UNDER SECTIONS 230 TO 232 AND OTHER APP' ICABLE PROVISIONS OF

AL BACKGROUND OF THE COMPANIES

SAI OVERVIEW AND OPERATION OF THIS SCHEME

9 PARTS OF THIS SCHEME

Q RATIONALE FOR THIS SCHEME

PARTI

DEFINITIONS $1.1$

$1.1.4$ "Appropriate Authority" means:

$\overline{L}$ SHARE CAPITAL

$2.1$

PART II '

AMALGAMATION OF TRANSFEROR COMPANIES WITH THE TRANSFEREE COMPANY

TRANSFER OF ASSETS AND LIABILITIES 4.

$5.$ PERMITS

CONTRACTS

LEGAL PROCEEDINGS

a CONSIDERATION

Me he VALIDITY OF EXISTING RESOLUTIONS, ETC.

PART A

GENERAL TERMS & CONDITIONS

DIVIDENDS

CONDUCT OF BUSINESS UPTO THE EFFECTIVE DATE

DISSOLUTION OF TRANSFEROR COMPANIES

APPLICATIONS/ PETITIONS TO THE TRIBUNAL

MODIFICATION OR AMENDMENTS TO THIS SCHEME 16.

CONDITIONS PRECEDENT $17.$

be directed by the Tribunal;

INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE TRANSFEREE COMPANY

21. USTING AGREEMENT AND SEB] COMPUANCES-

SCHEDULE OF ASSETS

PartA

Schedule of Assets as at 1 April, 2020 of J. M. Hosiery & Co. Limited (the Tran sferor Company 1), to be transferred to and vested in Lux Industries Limited (the Transferee Company).

First Part

(Short description of the freehold property of the Transferor Company 1)

Second Part

Short description of the] hold fth ny 1

Third Part

Short description of all stocks, shares, debentures and other choses in action of the ransferor Company 1

SCHEDULE OF ASSETS

Part A

Schedule of Assets as at 1st April, 2020 of Ebell Fashions Private Limited (the Transferor Company 2), to be transferred to and vested in Lux Industries Limated (the Transferee Company).

First Part

Short description of the freehold property of the Transferor Company 2

Second Part

Third Part

Short description of all stocks, shares, debentures and other choses in action of the Transferor Company 2

CERTIFIED TO BE TRUE COPY

More from LUX Industries Limited

LUX Industries Limited M&A Activity 2021

Order Under Sections 230 and 232 of the Companies Act, ²⁰¹³

ⁱParagraph 16 of Rejoinder

Short description of the] hold fth ny ¹

Schedule of Assets as at 1^st April, 2020 of Ebell Fashions Private Limited (the Transferor Company 2), to be transferred to and vested in Lux Industries Limated (the Transferee Company).