Mafatlal Industries Ltd. — Proxy Solicitation & Information Statement 2023

Dec 22, 2023

Regd. Office : 301-302, Heritage Horizon, 3rd Floor, off. C.G. Road, Navrangpura, Ahmedabad 380009.Email : ahmedabad@mafatlals.com Tel. 079-26444404–06, Fax : 079 26444403 Corp. Off. : Mafatlal House, 5[th] Floor, H.T. Parekh Marg, Backbay Reclamation, Churchgate, Mumbai – 400 020. Tel. 91 022 6617 3636, Fax : 91 022 6635 7633 CIN : L17110GJ1913PLC000035 Website : www.mafatlals.com

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MAFATLAL INDUSTRIES LIMITED

22[nd] December, 2023

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 BSE Code: 500264

Dear Sir/ Madam,

Sub.: Notice convening the Meeting of the Equity Shareholders of Mafatlal Industries Limited pursuant to the Order of the Hon'ble National Company Law Tribunal Ahmedabad Bench (‘Hon'ble Tribunal' I "NCLT') vide Order dated 19[th] December 2023.

The Hon'ble National Company Law Tribunal, Ahmedabad Bench ('Hon'ble Tribunal' / "NCLT”) vide Order dated 19[th] December, 2023 passed in the Company Application No. C.A.(CAA)/61(AHM)2023 ('Order'), has directed, inter alia, that a meeting of the Equity Shareholders(Members) of the Company be convened and held on Wednesday, 24[th] January 2024 at 11:00 A.M. through Video Conferencing ('VC') facility / Other Audio Visual Means ('VC/OAVM') ('Meeting') to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Arrangement between Mafatlal Industries Limited (“Company”) and its shareholders for reduction and reorganisation of the Capital of the Company.

In view of said Order, the meeting of the Equity Shareholders of the Company is being convened on Wednesday, 24[th] January, 2024 at 11:00 A.M. (IST) through VC/OAVM mode in compliance with the provisions of the Companies Act, 2013 ('Act') and various General Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") to consider, and if thought fit, pass, with or without modification(s), the resolution for approval of the Scheme of Arrangement between Mafatlal Industries Limited (“Company”) and its shareholders for reduction and reorganisation of the Capital of the Company, by requisite majority as prescribed under Section 230(1) and 230(6) of the Act and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023 (SEBI Master Circular).

In terms of Regulation 30 read with Para A, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose the Notice convening said Meeting along with its Annexures.

This Notice along with its Annexures are also available on the website of the Company and on the website of the Kfin Technologies Limited.

The aforesaid documents are being dispatched electronically today to those members whose e-mail IDs are registered with the Company/Registrar and Share Transfer Agent of the Company or the Depository Participant(s).

Kindly take the above information on record.

Thanking you,

FOR MAFATLAL INDUSTRIES LIMITED

AMISH Digitally signed by AMISH KUMAR KUMAR SHAH SHAH Date: 2023.12.22 18:51:12 +05'30' AMISH SHAH COMPANY SECRETARY Encl.: as above

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CIN: L17110GJ1913PLC000035

Regd. Office: 301-302, Heritage Horizon, 3[rd] Floor, off. C.G. Road, Navrangpura, Ahmedabad-380 009

Tele. No. 079-26444404-06. Fax No.079-26444403

Email: ahmedabad@mafatlals.com : Website: www.mafatlals.com

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF MAFATLAL INDUSTRIES LIMITED PURSUANT TO ORDER DATED 19[TH] DECEMBER 2023 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH.

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MEETING
Day Wednesday
Date 24 [th] January 2024
Time 11.00AM (IST)
Mode of meeting As per the directions of the Hon’ble National Company
Law Tribunal, Ahmedabad Bench, the Meeting shall be
conducted through Video Conferencing or Other
Audio-Visual Means
Cut-off date for e-voting Friday, 12 [th] January 2024
Remote e-voting start date and time Sunday 21 [st] January 2024 at 9.00 AM (IST)
Remote e-voting end date and time Tuesday 23rd January 2024 at 5.00 PM (IST)
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Sr. No. Contents Page
Nos.
1. Notice convening the meeting of the equity shareholders of Mafatlal
Industries Limited (“Notice”) convened as per the directions of Hon’ble 2
National Company Law Tribunal, Ahmedabad Bench.
2. Statement under Section 230 read with Section 102 and other applicable
provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the
Companies (Compromises, Arrangements and Amalgamations) Rules, 14
2016 (“CAA Rules”), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with applicable SEBI Circulars.
3. Annexure I
Scheme of Arrangement between Mafatlal Industries Limited 25
(“Company”) and its shareholders (“Scheme”).
4. Annexure II
Standalone and consolidated unaudited financial results for the quarter 38
ended 30 [th] September 2023 of the Company.
5. Annexure III
Report of the Board of Directors of the Company, pursuant to Section 51
232(2)(c) of the Act.
6. Annexure IV
Observation letter provided by BSE Limited (“BSE”) on the Scheme. 53
7. Annexure V
56
Report of Complaint submitted by the Company to BSE Ltd.
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FORM No. CAA-2 [Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

CA (CAA) No. 61(AHM)2023 IN THE MATTER OF SECTION 230(1) OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF THE SCHEME OF ARRANGEMENT BETWEEN MAFATLAL INDUSTRIES LIMITED AND ITS SHAREHOLDERS

Mafatlal Industries Limited , a company incorporated under ) the Indian Companies Act, 1882, being a company within the ) meaning of the Companies Act, 2013, having Corporate ) Identity Number: L17110GJ1913PLC000035 and its ) Registered Office at 301-302, Heritage Horizon, 3[rd] Floor, ) off. C.G. Road, Navrangpura, Ahmedabad-380 009 ) in the State of Gujarat. ) … Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF MAFATLAL INDUSTRIES LIMITED

To,

The Equity Shareholders of

Mafatlal Industries Limited

1. NOTICE is hereby given that, in accordance with the Order dated 19[th] December, 2023 in the above mentioned Company Application, passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Tribunal”) (“Tribunal Order”), a meeting of the Shareholders of the Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Mafatlal Industries Limited (“Company”) and its shareholders (“Scheme”) on Wednesday, 24[th] January 2024 at 11.00 a.m. (IST ).

2. Pursuant to the said Tribunal Order and as directed therein, the Meeting of the Equity Shareholders of the Company (“Meeting”) will be held through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”), in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), SEBI Master Circular dated 11[th] July 2023 (SEBI Master Circular), Circular dated Circular dated 25[th] September, 2023 and 7[th] October, 2023 issued by the Ministry of Corporate Affairs(MCA Circular), and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (‘SS2’) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act, as amended:

“RESOLVED THAT pursuant to the provisions of Section 230 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016,

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circulars and notifications made thereunder and other applicable provisions, if any (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, read with other applicable SEBI Master Circular, Circulars, the Observation Letter issued by BSE Limited , in this regards and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble jurisdictional National Company Law Tribunal, Ahmedabad Bench (“Tribunal”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the Company, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, the arrangement embodied in the proposed Scheme of Arrangement between Mafatlal Industries Limited & its shareholders (“Scheme”), be and is hereby approved;

“RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, without being required to seek any further approval of the Shareholders and the Shareholders shall be deemed to have given their approval thereto expressly by authority under this Resolution .”

1. TAKE FURTHER NOTICE that the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) by remote electronic voting during the period as stated below (“remote e-Voting”); or (b) through e-Voting system available at the Meeting to be held virtually (“e-Voting at the Meeting”):

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of voting Sunday 21st January 2024 at 9.00 AM (IST)
End of voting	Tuesday 23rd January 2024 at 5.00 PM (IST)

1. A copy of the said Scheme, statement under Sections 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules along with all annexures to such statement are appended. A copy of this Notice and the accompanying documents are also placed on the website of the Company www.mafatlals.com and can be accessed at the website of KFin Technologies Limited at https://evoting.kfintech.com/, being the agency appointed by the Company to provide the e-Voting and other facilities for convening of the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“BSE”) viz. www.bseindia.com.

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1. The Tribunal has appointed Mr. Anilkumar B., Advocate, to be the Chairperson for the Meeting and Mr. Hitesh Buch, Practicing Company Secretary, to be the Scrutinizer for the Meeting.

2. The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

3. Since this Meeting is being held, pursuant to the Order passed by the tribunal and in compliance with the MCA Circulars and the Circulars issued by SEBI, through VC/OAVM, physical attendance of the Equity Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Equity Shareholders will not be available for the present Meeting and hence, the Proxy Form, Attendance Slip and Route Map of the venue are not annexed to this Notice. However, in pursuance of Sections 112 and 113 of the 2013 Act, authorized representatives of institutional/corporate shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided that such equity shareholder sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization etc., authorizing its representative to attend the Meeting through VC/OAVM on its behalf, vote through e-voting during the Meeting and/or to vote through remote e-voting.

4. A copy of the explanatory statement, under Sections 230(3) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made thereunder, the Scheme and the other enclosures as indicated in the Index are enclosed herewith.

For Mafatlal Industries Limited

Place: Ahmedabad. Sd/Date[: ] 22[nd] December 2023 Anilkumar B., Advocate Chairman appointed by the Tribunal for the meeting.

Registered Office:

301-302, Heritage Horizon, 3[rd] Floor, off. C.G. Road, Navrangpura, Ahmedabad-380 009 Tele. No. 079-26444404-06. Fax No.079-26444403 Email: ahmedabad@mafatlals.com : Website: www.mafatlals.com CIN: L17110GJ1913PLC000035

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Notes:

1. Pursuant to the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Tribunal”) vide its Order dated 19[th] December 2023 (“Tribunal Order”), the Meeting of the Equity Shareholders of the Company is being conducted through video conferencing (“VC”) / other audio-visual means (“OAVM”) facility to transact the business set out in the Notice convening this Meeting. The deemed venue for the Meeting shall be the Registered Office of the Company situated at 301-302, Heritage Horizon, 3[rd] Floor, off. C.G. Road, Navrangpura, Ahmedabad-380 009, Gujarat.

2. The Statement pursuant to Sections 230 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto.

3. Pursuant to the directions of the Tribunal given under the Tribunal Order and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, Regulation 44 of the SEBI (LODR) Regulations, 2015 read with SEBI Master Circular, SS-2, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings through e-voting vide various MCA Circulars, the Company is providing to the Shareholders the facility to exercise their right to vote at the Meeting by electronic means, i.e. remote e-Voting and e-Voting at the Meeting (hereinafter referred to as “e-Voting”). For this purpose, the Company has entered into an agreement with KFin Technologies Limited, for facilitating voting through electronic means, as the authorized agency.

4. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the RTA / Depositories as on the Cut-off Date, Friday 12[th] January 2024 only shall be eligible for participation in remote e-Voting (e-Voting from a place other than venue of the meeting) and voting at the Meeting. Please note that Members can opt for only one mode of voting i.e., either by voting at the Meeting or remote e-Voting. If Members opt for remote e-Voting, then they should not vote at the Meeting and vice versa. However, once an e-vote on a resolution is cast by a Member, such Member is not permitted to change it subsequently or cast the vote again. Members who have cast their vote by remote e-Voting prior to the date of the Meeting can attend the Meeting and participate in the Meeting but shall not be entitled to cast their vote again. A person who is not a shareholder as on the Cut-off Date, should treat the Notice for information purpose only.

5. Since this Meeting is being held through VC / OAVM, physical attendance of Equity Shareholders have been dispensed with. Accordingly, the facility for appointment of proxies by the Shareholders will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto. Body Corporates are entitled to appoint authorised representatives to attend the Meeting through VC/OAVM and participate there at and cast their votes by electronic means. The voting by the said authorized representative(s) is permitted, provided that the authorisation, duly signed, is lodged with the Company, in physical at its registered office or by electronic mode, at least 48 (Forty-Eight) hours before the Meeting.

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1. In case of joint holders attending the Meeting, the joint holder who is highest in the order of names will be entitled to vote at the Meeting. The attendance of the Members attending the Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

2. The Notice of the Meeting and the accompanying documents are being sent only through electronic mail to those shareholders (as on 20[th] December 2023) whose email addresses are registered with the Registrar and Transfer Agent (“RTA”) / Depositories.

3. The shareholders may note that the aforesaid documents are also available on the website of the Company at www.mafatlals.com and on the website of the BSE Limited at www.bseindia.com respectively, and the website of KFin Technologies Limited at www.kfintech.com, being the agency appointed by the Company to provide VC / OAVM and e-Voting facility for the Meeting. In terms of the directions contained in the Order, the advertisement of the Meeting will be published in the “Financial Express” ( All India edition, in English) and “Financial Express” (Ahmedabad edition, in Gujarati) indicating the day, date, mode and time of the Meeting.

If so desired, shareholders may obtain a physical copy of these documents free of charge from the registered office of the Company on any day between 11.00 a.m. (IST) to 5.30 p.m. (IST) (except Saturday, Sunday and public holiday) up to the date of the meetings. Alternatively, a written request for obtaining physical / soft copy of these documents may be made by writing an e-mail in this regard to the Company Secretary at ahmedabad@mafatlals.com or amish.shah@mafatlals.com along with details such as demat account no./ Folio no., name, address, Permanent Account Number (PAN), mobile number and email address.

1. Mr. Hitesh Buch, Practicing Company Secretary shall act as Scrutinizer to scrutinize the remote e-Voting process of Meeting in a fair and transparent manner. The Scrutinizer will, after the conclusion of e-Voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-Voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairman of the Meeting. The result of e-Voting will be declared within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Company: www.mafatlals.com and on the website of KFin Technologies Limited at https://evoting.kfintech.com/.The result will simultaneously be communicated to the BSE Limited (Stock Exchange).

2. The Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting upon receipt of requisite majority of votes in favour, i.e., majority in number representing three fourth in value of total voting (as per Sections 230 of the Act).

3. Documents for inspection as referred to in the Notice will be available electronically for inspection (without any fee) by the shareholders from the date of circulation of this Notice up to the date of Meeting. Shareholders seeking to inspect such documents can access the same on the website of the Company at: www.mafatlals.com.

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING MEETING ARE AS UNDER:-

Members are requested to follow the instructions below to cast their vote through e-voting:

• i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to the E-voting facility provided by the listed entities, the members are provided with the facility to cast their vote electronically, through the e-Voting services provided by M/s KFin Technologies Limited (KFintech), on all the resolutions outlined in this Notice. The instructions for e- Voting are given hereinbelow.

• ii. However, under SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December, 2020 on “e-voting facility provided by Listed Companies”, e-voting process has been enabled to all the individual Demat account holders, by way of a single login credential, through their Demat accounts/websites of Depositories / DPs to increase the efficiency of the voting process.

• iii. Individual Demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in the e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access the e-Voting facility.

• iv. The remote e-voting period commences from 9.00 a.m. (IST) on Sunday 21[st] January 2024, and ends at 5.00 p.m. (IST) on Tuesday 23[rd] January 2024.

• v. The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as of the cut-off date i.e. Friday, 12[th] January 2024.

• vi. Any person holding shares in physical form and non-individual shareholders, who acquire shares of the Company and becomes a member of the Company after sending the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@Kfintech.com. However, if he/she is already registered with KFintech for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote.

• vii. In case of Individual Shareholders holding securities in Demat mode and who acquires shares of the Company and becomes a member of the Company after sending the Notice and holding shares as of the cut-off date may follow the steps mentioned below under “Login method for remote e-Voting and joining the virtual meeting for Individual shareholders holding securities in Demat mode.

• viii. The details of the process and manner for remote e-Voting and e-Meeting are explained hereinbelow:

• Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in Demat mode.

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• Step 2: Access to KFintech e-Voting system in case of shareholders holding share in physical and non-individual shareholders in Demat mode.

• Step:3: Access to join virtual meetings(e-Meeting) of the Company on the KFintech system to participate in e-Meeting and vote at the Meeting.

Details on Step 1 are mentioned below:

• I. Login method for remote e-Voting for Individual shareholders holding securities in Demat mode.

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Type of Login Method
shareholders
Individual 1. User already registered for IDeAS facility:
Shareholders i. Visit URL: https://eservices.nsdl.com
holding ii. Click on the “Beneficial Owner” icon under “Login” under the
securities in ‘IDeAS’ section.
Demat mode iii. On the new page, enter the User ID and Password. Post successful
with NSDL authentication, click on “Access to e-Voting”.
iv. Click on the company name or e-Voting service provider and you
will be redirected to the e-Voting service provider’s website for
casting the vote during the remote e-Voting period.
2. User not registered for IDeAS e-Services:
i. To register, click on the link: https://eservices.nsdl.com.
ii. Select “Register Online for IDeAS” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
iii. Proceed with completing the required fields.
iv. Follow the steps given in points 1.
3 . Alternatively by directly accessing the e-Voting website of NSDL
Open URL: https://www.evoting.nsdl.com/
i. Click on the icon “Login” which is available under the
‘Shareholder/Member’ section.
ii. A new screen will open. You will have to enter your User ID (i.e.
your sixteen-digit Demat account number held with NSDL),
Password / OTP, and a Verification Code as shown on the screen.
iii. Post successful authentication, you will request to select the
name of the company and the e-Voting Service Provider name,
i.e. fintech.
On successful selection, you will be redirected to the KFintech e-Voting
-
page for casting your vote during the remote e Voting period.
Individual 1. Existing users who have opted for Easi / Easiest:
Shareholders
holding i. Visit URL: https://web.cdslindia.com/myeasi/home/login or
securities in URL: www.cdslindia.com
Demat mode ii. Click on New System Myeasi
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with CDSL

iii. Login with your registered user id and password. iv. The user will see the e-Voting Menu. The Menu will have links to ESP i.e. KFintech e-Voting portal. v. Click on the e-Voting service provider name to cast your vote. 2.User not registered for Easi/Easiest: i. Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration ii. Proceed with completing the required fields. iii. Follow the steps given in point 1. 3. Alternatively, by directly accessing the e-Voting website of CDSL: i. Visit URL:www.cdslindia.com ii. Provide your Demat Account Number and PAN No. iii. System will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. iv. After successful authentication, the user will be provided links for the respective ESP, i.e KFintech where the e-Voting is in progress.

Individual Shareholder login through their Demat accounts / Website of Depository Participant

i. You can also log in using the login credentials of your Demat account through your DP registered with NSDL /CDSL for the e-Voting facility. ii. Once logged in, you will be able to see the e-Voting option. Once you click on the e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see the e-Voting feature. iii. Click on options available against company name or e-Voting service provider –KFintechand you will be redirected to the e- Voting website ofKFintechfor casting your vote during the remote e-Voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual Shareholders holding securities in Demat mode for any technical issues related to log in through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Securities held with NSDL	Please contact the NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll-free no.:1800 1020 990and1800 22 44 30
Securities held with CDSL	Please contact the CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at022- 23058738or022- 23058542-43

Details on Step 2 are mentioned below:

• II) Login method for e-Voting for shareholders other than Individual shareholders holding securities in Demat mode and shareholders holding securities in physical mode.

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• (A) Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID, and password. They will have to follow the following process:

• i. Launch internet browser by typing the URL: https://emeetings.kfintech.com/.

• ii. Enter the login credentials (i.e. User ID and password). In the case of the physical folio, the User ID will be EVEN (E-Voting Event Number) XXXX, followed by the folio number. In the case of the Demat account, the User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.

• iii. After entering these details appropriately, click on “Log in”.

• iv. You will now reach the password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9), and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on the first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v. You need to log in again with the new credentials.

• vi. On successful login, the system will prompt you to select the “EVEN” i.e., ‘Mafatlal Industries Limited- Meeting” and click on “Submit”.

• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned hereinabove. You may also choose the option ABSTAIN. If the member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ Demat account.

• ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• x. You may then cast your vote by selecting an appropriate option and clicking on “Submit”.

• xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, members can log in any number of times till they have voted on the Resolution(s).

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• xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the Meeting through VC / OAVM on its behalf and to cast its vote through remote e-voting. together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer’s email id pcs.buchassociates@gmail.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name Even No.”

• (B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Annual Report, Notice of AGM/EGM, other meetings and e-voting instructions cannot be serviced, will have to follow the following process:

• i. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, a member may write to einward.ris@kfintech.com.

• ii. Alternatively, a member may send an e-mail request at the email id einward.ris@kfintech.com along with a scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of the electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of AGM/EGM and the e-voting instructions.

• iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

Details on Step 3 are mentioned below:

• III) Instructions for all the shareholders, including individuals, other than Individual and Physical, for attending the Meeting of the Company through VC/OAVM and e-Voting during the meeting.

• i. Member will be provided with a facility to attend the Meeting through VC / OAVM platform provided by KFintech. Members may access the same at https://emeetings.kfintech.com/ by using the e-voting login credentials provided in the email received from the Company/KFintech. After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.

• ii. Facility for joining the Meeting though VC/ OAVM shall open at least 15 minutes before the commencement of the Meeting.

• iii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.

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• iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. Therefore, it is recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• v. As the Meeting is being conducted through VC / OAVM, for the smooth conduct of proceedings of the Meeting, members are encouraged to express their views / send their queries in advance mentioning their name, Demat account number/folio number, email id, mobile number at ahmedabad@mafatlals.com. Questions /queries received by the Company till Thursday 18[th] January 2024 (5.00 p.m. IST) shall only be considered and responded to during the Meeting.

• vi. The members who have not cast their vote through remote e-voting shall be eligible to cast their vote through the e-voting system available during the Meeting. E-voting during the Meeting is integrated with the VC / OAVM platform. The members may click on the voting icon displayed on the screen to cast their votes.

• vii. A member can opt for only a single mode of voting i.e., through remote e-voting or voting at the Meeting. If a member cast votes by both modes, then voting done through remote e-voting shall prevail and voting at the Meeting shall be treated as invalid.

• viii. Facility of joining the Meeting through VC / OAVM shall be available for members on a first-come-first-served basis.

• ix. Institutional members are encouraged to attend and vote at the Meeting through VC /OAVM.

• x. The members who wish to speak during the meeting may register themselves as speakers for the Meeting to express their views. They can visit https://emeetings.kfintech.com and log in through the user id and password provided in the mail received from KFintech. On successful login, select ‘Speaker Registration’ which will be opened during the period starting from Tuesday 16[th] January 2024 (9.00 a.m. IST) up to Thursday 18[th] January 2024 (5.00 p.m. IST). Members shall be provided a ‘queue number’ before the meeting. The Company reserves the right to restrict the speakers at the Meeting to only those members who have registered themselves, depending on the availability of time for the Meeting.

• xi. The members who wish to post their questions before the meeting can do the same by visiting https://emeetings.kfintech.com. Please login through the user id and password provided in the mail received from KFintech. On successful login, select the ‘Post Your Question’ option which will open from Tuesday 16[th] January 2024 (9.00 a.m. IST) up to Thursday 18[th] January 2024 (5.00 p.m. IST).

• xii. In case of any query and/or grievance, in respect of voting by electronic means, members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com (KFintech Website) or call KFintech’s toll-free No. 1-800-309-4001 for any further clarifications.

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• xiii. The Members, whose names appear in the Register of Members/list of Beneficial Owners as of Friday, 12[th] January 2024, being the cut-off date, are entitled to vote on the resolutions outlined in this Notice. A person who is not a member as of the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the member, the member shall not be allowed to change it subsequently.

• xiv. In case a person has become a member of the Company after dispatch of Meeting Notice but on or before the cut-off date for E-voting, he/she may obtain the User ID and Password in the manner as mentioned below:

  • i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399.

    1. Example for NSDL:

    2. MYEPWD IN12345612345678

    3. Example for CDSL:

    4. MYEPWD 1402345612345678

    5. Example for Physical:

    6. MYEPWD XXXX1234567890

  • ii. If the e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com/, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

  • iii. Members who may require any technical assistance or support before or during the Meeting are requested to contact KFintech at toll-free number 1- 800-309-4001 or write to them at evoting@kfintech.com.

• ix. The Tribunal has appointed Mr. Hitesh Buch, Practicing Company Secretary to act as a Scrutinizer, to scrutinize the entire voting process in a fair and transparent manner.

• x. The electronic voting results along with the Scrutinizer’s Report will be placed on the website of the Company and the Stock Exchange within 48 hours of the conclusion of the Meeting.

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

CA (CAA) No. 61(AHM)2023

IN THE MATTER OF SECTION 230(1) OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF THE SCHEME OF ARRANGEMENT BETWEEN MAFATLAL INDUSTRIES LIMITED AND ITS SHAREHOLDERS

Mafatlal Industries Limited , a company incorporated under ) the Indian Companies Act, 1882, being a company within the ) meaning of the Companies Act, 2013, having Corporate ) Identity Number: L17110GJ1913PLC000035 and its ) Registered Office at 301-302, Heritage Horizon, 3[rd] Floor, ) off. C.G. Road, Navrangpura, Ahmedabad-380 009 ) in the State of Gujarat ) … Company

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 230 AND OTHER APPLICABLE PROVISIONS OF THE ACT, READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) TO THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF MAFATLAL INDUSTRIES LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH (“TRIBUNAL”) DATED 19[TH] DECEMBER 2023 (“TRIBUNAL ORDER”).

I. MEETING FOR THE SCHEME

This is a Statement accompanying the Notice convening the meeting of equity shareholders of Mafatlal Industries Limited (“Company”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Mafatlal Industries Limited and its shareholders (“Scheme”). The Scheme provides for reduction and reorganization of capital of the Company, in accordance with the terms of the Scheme, under Section 230 and other applicable provisions of the Act.

A copy of the Scheme is attached hereto as Annexure I .

II. RATIONALE AND BENEFITS OF THE SCHEME

The circumstances which justify and/or have necessitated the said Scheme and the benefits of the same are, inter alia, as follows:

• a) The Company has suffered substantial losses during the past few years, due to which the Company’s retained earnings had turned negative.

• b) During the financial years 2020-21 and 2021-22, the Company implemented several strategic cost control measures, and evolved towards an asset-light model marked by lower overheads and liabilities.

• c) During the financial year 2021-22, the Company further strengthened the effectiveness of its manufacturing operations, improved the inventory turnaround time and widened its marketing cum distribution network.

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• d) Despite generating substantial profits during the financial year 2021-22, the Company continues to carry a debit balance of Retained Earnings on its balance sheet as on 31[st] March 2022. At the same time, the Company has unutilized balances lying under various reserves, which are neither earmarked for any specific purpose, nor have any lien marked thereon and/or obligation attached thereto.

• e) In the circumstances, the Company is of the view that the financial statements of the Company are not reflective of its true current financial health and therefore, it is necessary to reduce and reorganize the capital of the Company.

• f) The proposed Scheme proposes to set-off the debit balance of Retained Earnings of the Company against the credit balance lying in its Reserves (inter alia the Securities Premium).

• g) The proposed reduction and reorganization of the capital is in the interest of the Company, its shareholders, creditors and all concerned stakeholders. If the Scheme is approved, the books of the Company would present a fair representation of the financial position of the Company and would enable the Company to explore opportunities for the benefit of its shareholders.

III. BACKGROUND OF THE COMPANY

1. Mafatlal Industries Limited (the Company) is a public company incorporated under Indian Companies Act, 1882 having Corporate Identity Number: L17110GJ1913PLC000035 and its Registered Office at 301-302, Heritage Horizon, 3[rd] Floor, off. C.G. Road, Navrangpura, Ahmedabad-380 009 in the State of Gujarat. It was incorporated on 20[th] January 1913, under the name “The New Shorrock Spinning & Manufacturing Company Limited’. It was subsequently renamed to Mafatlal Industries Limited on 24[th] January 1974 under the provisions of the Companies Act, 1956. The Company is principally engaged in the business of manufacturing, trading, dealing, and marketing textile and related products for more than 100 years. The Company is also engaged in other businesses. The Company is a flagship Company of the Arvind Mafatlal Group.

2. The Permanent Account Number of the Company is AAACM2813L.

3. The equity shares of the Company are listed at BSE Limited.

4. The email ID of the Company is amish.shah@mafatlals.com.

5. The main objects clause of the Company is set out in Clause III (A) of its Memorandum of Association and has been summarized as below for the perusal of the shareholders:

6. “1. To carry on all or any of the business following – cotton spinners and doublers, wool silk, flax, jute and hemp spinner and doublers, linen manufacturers, cotton flax, hemp, jute and wool merchants, wool combers, worsted spinners, woolen spinners, and yarn merchants, worsted stuff manufactures, bleachers, and dyers and makers of vitriol, bleaching and dyeing materials and to purchase and sell, comb, prepare, spin, dye and deal in flax, hemp, jute, wool, cotton, silk and other fibrous substances and to weave or otherwise manufacture, buy and sell and deal in linen, cloth and other goods and fabrics whether textile, fribled, knitted or looped add to supply power.”

The company has altered object clauses by passing a special resolution in the 109[th] Annual General Meeting held on 3[rd] August 2023. The existing sub-clauses (3), (6) (7), and (33) in

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Clause III of the Memorandum of Association have been replaced the new sub-clauses as follows:

• (3) (a) Providing to assist the individuals, companies, bodies corporate, firms or Public Sector Undertakings or local government bodies or State Governments or Central Government including Defense Department or Local Bodies or any other government services related to Information Technology (IT), Information Technology Enabled Services (ITES) and non-Information Technology (Non-IT) areas including production, supply, services, system integration of products and development, business consultancy, application (App) development, tele call support, all type of marketing services including social media marketing, digital media marketing, mobile marketing, video conferencing, video creation, and training services, training and execution in computer hardware, software, networking services and facilitate the rural development department by providing services and consultancy in executing smart governance projects, establishing strong and smart governance, smart city projects, mobile governance services, citizen services, solid or any other waste management services, taxation support services.

• (3) (b) To carry on the business in and out of India of providing Data Center centric missioncritical infrastructure management solutions, network connectivity and information technology (IT) services, colocation, hosting services, cloud computing infrastructure, regular backup, server load balancing, remote backup, managed IT services like messaging, shared Hosting, network and security, Storage, virtualization, managed voice services, telecom services, technology integration services and applications integration services, public, private and hybrid cloud platforms, data center operations & management and infrastructure as a service (IaaS), Platform as a Service (Paas) and disaster recovery (DR) as services, to carry on the business of design, implementation and maintenance of IT services across data centers, network and security, service desks, command centers, hosted contact centers or in any other form and to conduct, sponsor or otherwise participate in training & development programs in respect of any of the objects of the Company and for spreading or imparting the knowledge and use of data centers, & IT services including the publication of books, journals, bulletins, study / course materials, circulars and news-letters; and to undertake the business as principal, partners, agents, distributors, franchise holders, through franchisees or otherwise for trading or dealing in data center, IT product and render related services.

• (3)(c) To manufacture, purchase, sell, develop or otherwise transfer, lease, import, export, hire, license, use, dispose of, operate, fabricate, construct, distribute, assemble, design, charter, acquire, market, recondition, work upon or otherwise, generally deal in any electronic, electrical, mechanical and electromechanical product, machine, apparatus, appliance, custom products, merchandise, systems, software procedure, peripheral products, computers, tabulators, data processing machines and systems and components thereof, web based applications, tracking devices, tracking applications, geofencing, geotagging, surveillance products, artificial intelligence based hardware and software, electronic calculators, electric and electromechanical accounting systems, terminal products and systems, machines for registering, data preparation, recording, perforation, tabulating, sorting printing, typewriting, products which possess an internal intelligence for recognition and correlating any type of data or information to be processed, recognition and memory systems, optical scanning machine, transmission lines, transmission equipment, terminals, copying, reproducing and distributing machines, digital signing, protecting and disbursing equipment, machines for facsimile reproduction, facsimile transmission and word processing, facilities and accessories

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and devices of all kinds to deal in manufacturing and service machines, devices, software and goods of all kinds.

• (3) (d) To carry business of advisory, consultancy, staff augmentation, call centers, customer contact centers and to provide voice, email and chatbased customer contact service centers.”

• (6) To extend the business of the Company by adding to, altering or enlarging, all or any of the buildings, Mill factories, premises and machinery for the time being the property or in the possession of the Company; also by erecting new or additional buildings on all or any of the lands for the time being the property or in the possession of the Company, and also by expanding from time to time such sums of money as may be necessary or expedient for the purposes of improving, adding to, altering, repairing and maintaining the buildings, machinery and property for the time being of the Company. To Purchase in any part of India or elsewhere from any country whatever any machinery, plant, stores, and other articles for the use of the Company for all or any of the purposes of the Company and to remove all or any of the machinery, plant and stores of the Company for the time being in or upon any lands, buildings or premises of the Company to other lands, buildings or premises wheresoever situated of the Company and-from time to time to sell and dispose of all or any portion of the machinery, plant and stores of the Company.”

• (7) To carry on the business of marketing, advertising, promoting, manufacturing, trading, importing, exporting technical textiles made of all materials, consumer healthcare products, hygiene products, healthcare equipment, home care products, sanitizer, medical consumables, glycerine based products, personal care products, baby care products, feminine care products, adult care products and Incontinence, animal care products, surgical products including disposables, hospital furniture, hospital uniforms, surgical drapes and all kind of hospital drapes and consumables.”

• (33) To acquire and undertake the whole or any part of the business, property and liability of any company, firm or person carrying on any business or businesses which the Company is authorised to carry on or possessed of property suitable for the purpose of the Company.

To enter into any type of scheme for reorganising the business and structure of the Company including merger, demerger, any other scheme of arrangement for reorganising.”

The Authorised Issued, Subscribed and Paid-up Share Capital of the Applicant Company as on 31[st] March 2022 was as follows:

==> picture [409 x 132] intentionally omitted <==

----- Start of picture text -----

Particulars Amount (Rs.)
Authorised Share Capital:
1,42,45,081 Equity Shares of Rs. 10/- each 14,24,50,810
8,57,54,919 Unclassified Shares of Rs. 10/- each 85,75,49,190
Total Authorised Capital 1,00,00,00,000
-
Issued, Subscribed and Paid up Share Capital
1,40,71,386 fully paid-up Equity Shares of Rs. 10/- each 14,07,13,860
-
Total Issued subscribed and paid up share capital: 14,07,13,860
----- End of picture text -----

The Authorised Issued, Subscribed and Paid-up Share Capital of the Applicant Company as on 31[st] March 2023 was as follows:

Page 17 of 57

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==> picture [411 x 135] intentionally omitted <==

----- Start of picture text -----

Particulars Amount
(Rs.)
Authorised Share Capital:
35,00,00,000 Equity Shares of Rs. 2/- each 70,00,00,000
3,00,00,000 Preference Shares of Rs. 10/- each 30,00,00,000
Total Authorised Capital 1,00,00,00,000
-
Issued subscribed and paid up share capital:
7,05,97,430 fully paid-up Equity Shares of Rs. 2/- each 14,11,94,860
-
Total Issued subscribed and paid up share capital: 14,11,94,860
----- End of picture text -----

The Company has allotted 1,17,000 equity shares of Rs. 2/- each on 2[nd] August 2023 and 5,81,000 equity shares of Rs. 2/- each on 7[th] November 2023 under ESOP- 2017 scheme.

The Authorised Issued, Subscribed and Paid-up Share Capital of the Company as on 30[th] November 2023 is as follows:

he Authorised Issued, Subscribed and Paid-up Share Capital of the Company as on 30t ovember 2023 is as follows:	he Authorised Issued, Subscribed and Paid-up Share Capital of the Company as on 30t ovember 2023 is as follows:
Issued subscribed and paid-up share capital:
7,12,95,430 fully paid-up Equity Shares of Rs. 2/-each 14,25,90,860
Total Issued subscribed and paid-up share capital:	14,25,90,860

The audited standalone and consolidated financial statements of the Company have been audited for the financial year ended on 31[st] March 2023 and the standalone and consolidated unaudited financial results of the Company for the quarter ended on 30[th] September 2023 is attached as Annexure II.

1. The details of Directors, Key Managerial Personnels and Promoters of the Company along with their addresses as on the date of this notice are mentioned herein below:

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----- Start of picture text -----

Sr. Name of Directors Category Address
No. / Key Managerial
Personnel
1. Mr. Hrishikesh A. Chairman & 10, Altamount Road, Mumbai – 400026
Mafatlal. Executive
DIN:00009872 Director
2. Mr. Atul K. Independent A-205, Oberoi Woods Co-Op. Hsg.
Srivastava Director Society Ltd., Mohan Gokhale Marg,
DIN:00046776 Goregaon (East), Mumbai-400063
3. Mr. Vilas R. Gupte Independent 2003/2004, Chaitanya Towers,
DIN:0001130 Director Appasaheb Marathe Marg,
Prabhadevi, Mumbai-400025
4. Mr. Pradip N. Independent M/S. Vigil Juris,
Kapadia Director Advocates, Vaswani Mansions, 6th
DIN:00078673 floor, 120, Dinshaw Vachha Road,
Churchgate, Mumbai 40020
5. Mrs. Latika P. Independent B/1102, Chaitanya Towers,
Pradhan Director Appasaheb Marathe Marg,
DIN:07118801 Prabhadevi, Mumbai-400025
----- End of picture text -----

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----- Start of picture text -----

6. Mr. Sujal A. Shah Independent 701, Mayfair Kumkum, Next to Bank of
DIN:00058019 Director India, S. V. Road, Andheri (West),
Mumbai -400058
7. Mr. Gautam G. Independent B/802, Ashok Tower, Parel, Mumbai –
Chakravarti Director 400012
DIN:00004399
8. Mr. Priyavrata H. Managing 10, Altamount Road, Mumbai – 400026
Mafatlal Director
DIN:02433237
9. Mr. Amish P. Shah Company B-13, Amizara Apartment,
Secretary Narayannagar Road, Opp. Satva Flats
Shantivan, Paldi – 380007
10. Mr. Milan P. Shah Chief Financial 16, Jeevan Prakash, St. Xavier School
Officer Road, Navrangpura, Ahmedabad –
380014
11. Mr. M. B. Chief B/701, Neptune CHS, Vasant Galaxy,
Raghunath Executive New Link Road, Motilal Nagar,
Officer Goregaon (W), Mumbai – 400104
----- End of picture text -----

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----- Start of picture text -----

Sr. Name of Promoters Address
No
1. Mr. Hrishikesh A. 10, Altamount Road, Mumbai – 400026
Mafatlal
2. Mr. Priyavrata H. 10, Altamount Road, Mumbai – 400026
Mafatlal
3. Mrs. Rekha H. Mafatlal 10, Altamount Road, Mumbai – 400026
----- End of picture text -----

IV. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter alia, as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme:

• I. The Scheme provides for reduction and reorganization of share capital of the Company (as in detail specified in the Scheme).

• II. The Appointed Date of the Scheme shall be the opening business hours of 1[st] April 2022, or such other date as may be approved by the tribunal.

• III. The Scheme shall become effective from the Appointed Date but shall be operative from the Effective Date.

• IV. There is no outflow of cash from the Company on account of the Scheme.

• V. There shall be no change in the shareholding pattern of the Company.

• VI. The equity shares of the Company shall continue to be listed on the BSE Limited.

Note: The above are the salient features of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

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V. BOARD APPROVALS

The Board at its Meeting held on 14[th] November 2022 unanimously approved the Scheme, as detailed below:

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----- Start of picture text -----

Name of Director Voted in favour/ against/ did not
participate or vote
Mr. Hrishikesh A. Mafatlal Voted in favour
Mr. Atul K. Srivastava Voted in favour
Mr. Vilas R. Gupte Voted in favour
Mr. Pradip N. Kapadia Voted in favour
Mrs. Latika P. Pradhan Voted in favour
Mr. Sujal A. Shah Voted in favour
Mr. Gautam G. Chakravarti Voted in favour
Mr. Priyavrata H. Mafatlal Voted in favour
----- End of picture text -----

VI. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND DEBENTURE TRUSTEE

• None of the directors and key managerial personnel (KMP) and their relatives, (as defined under the Act and rules framed thereunder) of the Company have any interest in the Scheme except to the extent of their shareholding in the Company. Same as aforesaid, none of the said directors or the KMPs have any material interest in the Scheme.

• At present the Company has not issued any debentures. Hence, no debenture trustee is appointed.

• It is further clarified that the proposed Resolution does not relate to or affect any other Company.

VII. EFFECT OF THE SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

Equity shareholders, KMP, Promoter and Non-Promoter shareholders

The effect of the Scheme on the equity shareholders, KMP, promoter and non-promoter shareholders of the Company is given in the report adopted by the Board of the Company at the meeting held on 14[th] November 2022 pursuant to the provisions of Section 232(2)(c) of the Act which are attached as Annexure III to this Statement.

Directors

The Scheme will have no effect on the office of the existing directors of the Company. Further, no change in the Board of the Company is envisaged on account of the Scheme. It is clarified that, the composition of the Board of the Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of the Company

The effect of the Scheme on the directors of the Company in their capacity as equity shareholders of the Company is the same as in case of other equity shareholders of the Company, as mentioned in the aforesaid report enclosed herewith as Annexure III hereto.

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Employees

The Scheme will have no adverse effect on the employees of the Company. Upon the Scheme coming into effect, all employees of the Company shall continue with their employment, without any break or interruption in their services, on the same terms and conditions on which they are engaged as on the Effective Date.

Creditors

The proposed Scheme does not involve any compromise or arrangement with the creditors of the Company. The rights of the creditors shall not be impacted pursuant to the Scheme. There will be no reduction in their claims on account of the Scheme. There is no likelihood that the creditors would be prejudiced in any manner as a result of the Scheme being sanctioned.

Debenture holders and Debenture Trustees

The Company has not issued any debentures. Hence, no debenture trustee is appointed.

Depositors and Deposit Trustees

The Company has not accepted any deposits within the meaning of the Act and rules framed thereunder. Hence, no deposit trustee/ (s) have been appointed.

Thus, the Scheme will have no adverse effect on the aforesaid stakeholders.

VIII. AMOUNTS DUE TO SECURED AND UNSECURED CREDITORS

The amounts due to the secured and unsecured creditors of the Company, as on 31[st] August 2023 is Rs. 1,53,46,83,298.64 and Rs. 3,73,91,63,779 respectively.

IX. CAPITAL/ DEBT RESTRUCTURING

There is no debt restructuring envisaged in the Scheme. Other than as mentioned in the Scheme, the Scheme does not involve any other capital restructuring. No shares are proposed to be issued either by the Company, pursuant to the Scheme. Therefore, there will be no change in the share capital structure and the post-scheme shareholding pattern of the Company.

X. PRE-SCHEME SHAREHOLDING PATTERN OF THE COMPANY

The pre-scheme shareholding pattern of the Company as on 30[th] November 2023 is as follows:

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----- Start of picture text -----

Sr. Category of shareholder No. of fully paid up %
No equity shares held
1. Promoter & Promoter Group 5,00,22,470 70.16
2. Public 2,12,72,960 29.84
3. Shares underlying DRs - -
TOTAL 7,12,95,430 100.00
----- End of picture text -----

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There will be no change in the shareholding pattern of the company after the implementation of the Scheme.

XI. AUDITORS’ CERTIFICATE ON CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The statutory auditor of the Company has confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India.

XII. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

1. In terms of Regulation 37 of the SEBI Listing Regulations read with SEBI Master Circular SEBI/HO/CFD/DIL2/CIR/P/2021/0000000659 dated 18[th] November 2021 (“SEBI Master Circular”) and BSE Limited (“BSE”), by their respective letter dated 22[nd] August 2023 have issued their observations on the Scheme to the Company. Copies of the said observation letter issued by BSE to the Company is attached hereto as Annexure IV . Further, in terms of the said SEBI Master Circular, the Company has not received any complaint relating to the Scheme and ‘NIL’ complaint report was filed by the Company with BSE, copy of which is attached hereto as Annexure V.

2. The Company has already disclosed the copy of the Scheme on the Stock Exchanges.

3. A copy of the Scheme has been filed by the Company with the Registrar of Companies, Gujarat, Ahmedabad.

4. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.

XIII. NON-APPLICABILITY OF VALUATION REPORT AND FAIRNESS OPINION

1. No shares are proposed to be issued by the Company, pursuant to the Scheme. Therefore, there will be no change in the shareholding pattern of the Company pursuant to the Scheme.

2. Thus, in view of the above, valuation report and fairness opinion are not applicable.

XIV. NO INVESTIGATION PROCEEDINGS

There are no investigation proceeding pending and/or instituted against the Company under sections 235 to 251 or any other provisions of the Companies Act 1956 or sections 206 to 209 of the Companies Act, 2013. However, ROC has initiated proceedings against some of the Directors/Ex-Directors and KMP of Mafatlal Industries Limited, before The Metropolitan Magistrate Court, Ahmedabad against which the said Directors have preferred Petition u/s.482 of the Criminal Procedure Code before Hon’ble Gujarat High Court. The status and details of said cases are as under.

Metropolitan Magistrate Court Ahmedabad	Metropolitan Magistrate Court Ahmedabad	Metropolitan Magistrate Court Ahmedabad	Metropolitan Magistrate Court Ahmedabad	Hon’ble Gujarat High Court Application u/s. 482 Cr. P.C.	Hon’ble Gujarat High Court Application u/s. 482 Cr. P.C.	Hon’ble Gujarat High Court Application u/s. 482 Cr. P.C.	Hon’ble Gujarat High Court Application u/s. 482 Cr. P.C.
Sr. No.	Registr- ation Number	Section of Companies Act, 2013	Status	Hearing Date	Registr- ation no.	Interim order passed	Next date

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----- Start of picture text -----

1 29860/20 Section Pending 31.1.2024 2561/20 Stay granted Not
18 134(3)(1) 22 in terms of updated
Director Report interim
prayer
2 23349/20 Section 129 31.1.2024 2582/20 Stay granted Not
18 (HAM, 22 in terms of updated
PHM) Relation interim
ship Pending prayer
(Consolidate)
3 23357/20 Section 129 CS, Pending 31.1.2024 2569/20 Stay granted Not
18 CFO 22 in terms of updated
interim
prayer
4 23348/20 Section Pending 31.1.2024 2603/20 Stay granted Not
18 129 (HAM, 22 in terms of updated
PHM) Relation interim
ship prayer
(Standalone)
5 13328/20 Sec.158 of the Pending 31.1.2024 NA NA NA
20
Companies Act
6 Criminal Section 134 Pending 16.02.2024 7574/20 Stay granted Not
Case No (3)(f) A19 of 19 in terms of updated
3/2019 S Companies Act, interim
PCS 2013 prayer
COMP/3
/2019
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With respect to Criminal Case No.13328/2020 (as mentioned in Serial No.5 above), the Company has also been made a party as an Accused. The Company has preferred Criminal Revision Application before the Hon’ble City Sessions Court, Ahmedabad vide Criminal Revision Application No.: 82/2020. The said matter is admitted and pending for hearing. The Next Date is 15.02.2024.

XV. DATE, TIME AND MODE OF MEETING

Pursuant to an order dated 19[th] December 2023, passed by the Hon’ble Tribunal in Company Application (CAA) No.61(AHM) 2023, the Meeting of the Equity Shareholders of the Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) on Wednesday, 24[th] January 2024 at 11.00 AM (IST). The Company is providing the facility to vote at the Meeting by electronic means, i.e., remote e-Voting and e-Voting at the Meeting.

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XVI. INSPECTION OF DOCUMENTS

In addition to the documents annexed hereto, the electronic copy of following documents will be available for inspection in the investor section of the website of the Company at www.mafatlals.com.

• I. Memorandum and Articles of Association of the Company.

• II. Audited standalone and consolidated financial Statements of the Company for the financial year ended 31[st] March 2023 and the standalone and consolidated unaudited financial results of the Company for the quarter ended 30[th] September 2023.

• III. Copy of the Scheme.

• IV. Certificate of the statutory auditor of the Company and confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and applicable accounting standards; and Copy of the Tribunal Order will also be available for inspection.

• V. Copy of the Tribunal Order.

• VI. Report of the Audit Committee and Committee of Independent Directors of the Company recommending the Scheme.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable.

The Board of Directors of the Company recommends the Scheme for approval of the Equity Shareholders.

For Mafatlal Industries Limited

Place: Ahmedabad. Sd/Date:22[nd] December 2023 Anilkumar B., Advocate Chairman appointed by the Tribunal for the meeting.

Registered Office:

301-302, Heritage Horizon, 3[rd] Floor, off. C.G. Road, Navrangpura, Ahmedabad-380 009 Tele. No. 079-26444404-06. Fax No.079-26444403 Email: ahmedabad@mafatlals.com : Website: www.mafatlals.com CIN: L17110GJ1913PLC000035

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