Regd. & Admn. Office: Focal Point, Ludhiana -141010. (INDIA) Phones: 0091-161-2672590 to 91, 5064200 Fax: 0091-161-2674072, 5083213

E-mail: [email protected], Website: www.owmnahar.com

NIEL:SCY: Dated: 19.04.2022

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, . Bandra East, MUMBAI - 400051 Security Symbol: NAHARINDUS

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI - 400001 Scrip Code: 519136

Sub: Notice of NCLT convened meeting of the Equity shareholders and Creditors (secured and unsecured) of Nahar Industrial Enterprises Limited in the scheme of Arrangements regarding Amalgamation of Cotton County Retail Limited with Nahar Industrial Enterprises Limited ("Scheme").

This is to inform you that in Company Application No. CA (CAA) No. 2/Chd/Pb/2022, the Hon'ble National Company Law Tribunal, Chandigarh Bench ("NCLT") vide its order dated 05.04.2022 has directed the company' to convene the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company for the purpose of considering, and if thought fit, approving, the proposed Scheme of Arrangement for Amalgamation of Cotton County Retail Limited ('Transferor Company') with Nahar Industrial Enterprises Limited ('Transferee Company') and their respective shareholders and creditors ('Scheme') pursuant to the provisions of section 230-232 of the Companies Act, 2013 and other applicable provisions of the Act, 2013 and rules framed there under.
In pursuance of the NCL T order and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and Securities and Exchange Board of India (Listing Obligations & Disclosure Re.quirements) Regulations, 2015 ("Listing Regulations") . further notice is hereby given that meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company will be held through video conferencing ("VC")/ other audio visual means ("OAVM") as under:

Meetin of Time of meetin Equity shareholders 10.00 AM (1ST) Secured Creditors 12.30 PM (1ST) Unsecured Creditors 02.00 PM (1ST)

·1iD d'u INDUSTRIAL ENTERPRISES LTD.

Regd. &Admn. Office: Focal Point, Ludhiana - 141010. (INDIA) Phones: 0091-161-2672590 to 91,5064200 Fax: 0091-161-2674072, 5083213 E-mail: [email protected], Website: www.owmnahar.com

The details such as manner of (i) casting vote throughe-voting and (ii) attending the meeting· VC/OAVM have been set out in the Notice of the Meeting. The Remote e-voting starts for all meetings on Wednesday, 25[th] May, 2022 (9.00 AM) and ends on Friday,<2i[h] May, 2022 (5.00 PM).
An Equity shareholder, whose name is.recorded in the Register of Members or in the Register of Beneficial Owners as on Saturday, 21[st] May, 2022 ("cut-off-date") only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the equity shareholders. Voting rights of an equity shareholder/ beneficial owner shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off-date.
The creditors (secured and unsecured) of the Company outstanding as at 31.10.2021 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meetings. Voting rights of the secured and unsecured creditors shall be in proportion to the outstanding amount due by the Company as on 31.10.2021.
The Company has engaged the services of Central Depository Services (India) Limited (CDSL) as the authorized agency to provide e-voting facilities to Equity shareholders as well as creditors, both secured and unsecured, of the company.
In terms of Tribunal order and as ..directed therein, the Copy of the Notice, Scheme, Explanatory Statement and other Annexure is being sent to Equity Shareholders and Creditors (secured and unsecured) of the company under Sections 230 and 232 read with section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The notice(s) are available on the website of the company at www.owmnahar.com. In accordance with Regulation 30 of the Securities and Exchange Board ofIndia (Listing Obligations & Disclosure Requirements) Regulations 2015, copy of Notice convening the meeting of Equity shareholders is enclosed herewith.

Thanking you, Yours faithfully, For NAHAR INDUSTRIAL ENTERPRISES LIMITED

.~

MuKEsiiSoOD COMPANY SECRETARY . Encl: As above

==> picture [47 x 47] intentionally omitted <==

NAHAR INDUSTRIAL ENTERPRISES LIMITED

Registered Office : Focal Point, Ludhiana – 141010, Punjab, India Phone : +91 161 2672590 , Fax: +91 161 2674072 CIN : L15143PB1983PLC018321 Website : www.owmnahar.com Email : [email protected], [email protected]

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF NAHAR INDUSTRIAL ENTERPRISES LIMITED PURSUANT TO ORDER DATED APRIL 5, 2022 OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, CHANDIGARH

MEETING

	MEETING
Day	Saturday
Date	28.05.2022
Time	10.00 AM
Venue/ Mode of Meeting	Through Video Conference/Other Audio-Visual Means
Cut off date for e-voting	21.05.2022
Remote e-voting start date and time	Wednesday, 25th May, 2022(9.00 AM)
Remote e-voting end date and time	Friday, 27th May, 2022 (5.00 PM)

INDEX

	INDEX
Sr. No.	Contents	Page Nos.
1.	Notice convening the meeting of equity shareholders of Nahar Industrial Enterprises Limited(“Notice”)	3-12
2.	Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provision of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”)	13-31
3.	Annexure I Scheme of Amalgamation of Cotton County Retail Limited (“Transferor Company”) with Nahar Industrial Enterprises Limited (“Transferee Company” or “Company”) and their respective shareholders and creditors (“Scheme”).	32-45
4	Annexure II Valuation Report dated August 27, 2021 prepared by Mr. Pankaj Bhalla, Chartered Accountant and the Registered Valuer (IBBI/RV/06/2020/13265) describing the methodology adopted by them in arriving at and recommending the Share Exchange Ratio.	46-58

5	Annexure III Fairness Opinion dated August 27, 2021 prepared by M/s. Master Capital Services Limited, a Category I Merchant Banker providing the Fairness Opinion on the Share Entitlement Ratio recommended bythe Registered Valuer(“Fairness Opinion”)	59-66
6.	Annexure IV Complaint Report submitted by the Company to the National Stock Exchange of India Limited (“NSE”)	67-68
7.	Annexure V Complaint Report submitted by the Company to the BSE Limited (“BSE”)	69-70
8.	Annexure VI Copy of Observation letter dated November 26, 2021 given by the NSE on the Scheme.	71-72
9.	Annexure VII Copy of Observation letter dated November 26, 2021 given by the BSE on the Scheme.	73-74
10	Annexure VIII Report adopted by the Board of Directors of the Transferee Company in its meeting held on August 27, 2021 pursuant to the provisions of Section 232(2)(C) of the Act.	75-77
11	Annexure IX Report adopted by the Board of Directors of the Transferor Company in its meeting held on August 27, 2021pursuant to theprovisions of Section 232(2)(C)of the Act.	78-80
12	Annexure X Information in the format prescribed for abridged prospectus pertaining to the unlisted entity i.e., Transferor Company involved in the Scheme as specifed in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) along with the compliance report issued by Master Capital Services Limited, a Category I Merchant Banker.	81-93
13	Annexure XI Audited fnancial statements (both standalone and consolidated) of the Transferee Company as on March 31, 2021 and provisional accounting statement of the Transferee Company as on December 31, 2021.	94-117
14	Annexure XII Audited fnancial statements of the Transferor Company as on March 31, 2021 and provisional accounting statement, management certifed, of the Transferor Company as on December 31, 2021.	118-121
15	Annexure XIII Auditor's certifcates that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act.	122-123

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, AT CHANDIGARH

Company Application No. CA (CAA) No. 2/Chd/Pb/2022

In the matter of the Companies Act, 2013

And

In the matter of Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

In the matter of Scheme of Arrangement

BETWEEN

COTTON COUNTY RETAIL LIMITED (Applicant Company 1/ Transferor Company)

WITH

NAHAR INDUSTRIAL ENTERPRISES LIMITED (Applicant Company 2/ Transferee Company)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Cotton County Retail Limited, a Company incorporated Applicant Company 1/ Transferor Company under the Companies Act, 1956 having Corporate

Identity Number: U51311PB2001PLC024753 and its Registered office at Premises of Nahar Industrial Enterprises Limited, Focal Point, Ludhiana – 141010, Punjab, India

Nahar Industrial Enterprises Limited, a Company Applicant Company 2/Transferee Company incorporated under the Companies Act, 1956 having

Corporate Identity Number: L15143PB1983PLC018321 and its Registered office at Focal Point, Ludhiana – 141010, Punjab, India

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY

To

The Equity Shareholders of Nahar Industrial Enterprises Limited

Notice is hereby given that in the above mentioned Company Application, the Hon'ble National Company Law Tribunal, Chandigarh Bench, Chandigarh ('Tribunal') by an Order dated April 05, 2022 has directed that a meeting of the equity shareholders of the Transferee Company, will be held for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement for Amalgamation of Cotton County Retail Limited ('Transferor Company') with Nahar Industrial Enterprises Limited ('Transferee Company') and their respective shareholders and creditors ('Scheme') pursuant to the provisions of section 230-232 of the Companies Act, 2013 and the other applicable provisions of the Companies Act, 2013 and rules framed thereunder.

Pursuant to the said Order of Tribunal and as directed therein, the meeting of the equity shareholders of the Transferee Company i.e. Nahar Industrial Enterprises Limited ('Meeting') will be held on Saturday, 28th May, 2022 at 10.00 AM through Video Conference (“VC”)/ Other Audio-Visual Means (“OAVM”) (“Meeting”) in

compliance with the applicable provisions of the Companies Act, 2013 (“Companies Act”) ; General Circulars No. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 20/2020 dated May 5, 2020, No. 39/2020 dated December 31, 2020, No. 19/2021 and 20/2021 dated December 8, 2021 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as the “MCA Circulars” ); and Circulars No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020, as amended (collectively referred to as the “Circulars issued by the SEBI” ) and the said equity shareholders are requested to attend the Meeting. At the Meeting, the following resolution will be considered and if thought fit, be passed, with or

“ RESOLVED THAT pursuant to the provisions of Section 230 read with Section 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made there under (including any statutory modification or re-enactment thereof), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (including any statutory modification or re-enactment thereof), the Securities Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended from time to time; the Observation Letters issued by BSE Limited - Letter No. DCS/AMAL/TL/R37/2154/2021-22 dated November 26, 2021 and National Stock Exchange of India Limited - Letter No. NSE/LIST/26721_II dated November 26, 2021 and subject to the provisions of the Memorandum and Articles of Association of the company and subject to the approval of the Hon'ble National Company Law Tribunal, Chandigarh Bench, Chandigarh ('NCLT') 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 prescribed or imposed by the Hon'ble NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall deemed to mean and include one or more committee(s) constituted / to be constituted by the Board or any other person authorized by it to exercise its powers including the powers conferred by this Resolution), approval of the equity shareholders of the Transferee Company be and is hereby accorded to the proposed Scheme of Arrangement for Amalgamation of Cotton County Retail Limited with Nahar Industrial Enterprises Limited and their respective shareholders and creditors ('Scheme'), which was circulated along with this notice.”

“ RESOLVED FURTHER THAT the Board be and is hereby authorized 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 amalgamation embodied in the Scheme and to accept such modifications, amendments, limitations and / or conditions, if any, which may be required and / or imposed by the Hon'ble NCLT 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 doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE THAT

This Meeting is held through VC/OAVM pursuant to the Order passed by the NCLT and in compliance with the MCA Circulars and the Circulars issued by SEBI. 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 and Attendance Slip are not annexed to this Notice. However, in pursuance of Sections 112 and 113 of the Companies Act, 2013, 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 copy 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.

The notice of the Meeting and the Scheme of Amalgamation together with the documents accompanying the same, including the explanatory statement is being sent to the shareholders of the company as on 31.03.2022 through electronic mode whose email addresses are registered with the Transferee Company/Depositories and through courier or registered post to those equity shareholders who have not registered their e-mail IDs with Depositories/ Company.
A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e. 21st May, 2022 only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the cut-off date, should treat the Notice for information purpose only. Participation of members through VC/OAVM will be reckoned for the purpose of quorum for the Meeting as per section 103 of the Companies Act, 2013.
The Transferee Company has extended the remote e-voting facility for its equity shareholders, to enable them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting are appended to the Notice. The equity shareholders opting to cast their votes by remote e-voting and voting during the Meeting through VC/OAVM are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions.

The Transferee Company has extended the remote e-voting facility for its equity shareholders, to enable them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting are appended to the Notice. The equity shareholders opting to cast their votes by remote e-voting and voting during the Meeting through VC/OAVM are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions.	The Transferee Company has extended the remote e-voting facility for its equity shareholders, to enable them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting are appended to the Notice. The equity shareholders opting to cast their votes by remote e-voting and voting during the Meeting through VC/OAVM are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions.
Remote E-votingPeriod
Commencement of Voting	Wednesday, 25th May, 2022(9.00 AM)
End of Voting	Friday, 27th May, 2022 (5.00 PM)

A copy of the said Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) along with all annexures to such statement are enclosed herewith. A copy of this Notice and the accompanying documents are also placed on the website of the Company i.e. www.owmnahar.com; the website of Central Depository Services (India) Limited i.e. www.cdslindia.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 and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com.
Copies of the said Scheme and explanatory statement under Section 230 of the Companies Act, 2013 read with Rule 6(3) of the CAA Rules can be obtained free of charge on any day (except Saturday, Sunday and public holidays) at the registered office of the Transferee Company at Focal Point, Ludhiana – 141010, Punjab, India.
In terms of the directions contained in the Order, the notice convening the Meeting will be published through advertisement in the newspapers i.e. “Financial Express” (English) and Punjabi Jagran (Punjabi) both in All India Editions.
The Hon'ble Tribunal has appointed Mr. Justice Mahavir Singh Chauhan (Retd.) as the Chairperson for the Meeting, including for any adjournment(s) thereof. The Tribunal has also appointed Mr. Abhinav Sood, Advocate, as the Alternate Chairperson for the meeting including for any adjournment(s) thereof and appointed Mr. Khushvinder Singhal, Advocate, as the Scrutinizer for the Meeting, including for any adjournment(s) thereof.
The above-mentioned 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.

Relevant documents referred to in the notice and the explanatory statement are open for inspection by the members of the Transferee Company namely Nahar Industrial Enterprises Limited, Registered Office: Focal Point, Ludhiana – 141010, Punjab between 11.00 a.m. to 12.00 p.m. (IST) on any working day up to the date of the Meeting. Equity shareholders desiring inspection of these documents through electronic mode may send their request in writing to the Transferee Company at Email id: [email protected] and the Transferee Company would provide inspection to such equity shareholders.
The equity shareholders of the Transferee Company can join the Meeting 15 minutes before the scheduled time of commencement of the Meeting by following the procedure mentioned in this notice.

Place : Ludhiana Date: April 11, 2022

For Nahar Industrial Enterprises Limited Sd/Mukesh Sood Company Secretary

NOTES

The details of the process and manner for remote e-voting are explained herein below:- Information and instructions for Remote e-voting by Individual Shareholders holding shares of the Transferee Company in demat mode:
a. As per SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed entities”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / website of Depositories / DPs in order to increase the efficiency of the voting process.
b. 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 e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
c. Pursuant to above said SEBI Circular, Login method for e-voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of Shareholders Login Method

Individual Shareholders i) Users who have opted for CDSL's Easi/Easiest facility, can login through holding securities in their existing user id and password. Option will be made available to Demat mode with CDSL reach e-voting page without any further authentication. The URLs for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/ home/login or www.cdslindia.com and click on Login icon and select New System Myeasi

ii) After successful login the Easi/Easiest user will be able to see the e- voting option for eligible companies where the evoting is in progress. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting Service Providers for casting votes along with links of the respective e-voting service provider i.e. CDSL/NSDL/KARVY/LINK INTIME as per information provided by Issuer/ Company. Additionally, we are providing links to ESP so that the user can visit the ESP's site directly.
iii) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/Easi

Registration

iv) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a link in www. cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP where the e-voting is in progress during or before the Meeting.
Individual Shareholders i) If you are already registered for National Securities Depository Limited holding securities in ('NSDL') IDeAS facility, please visit the e-Services website of NSDL. Demat mode with NSDL Open web browser by typing the following URL: https://eservices.nsdl. com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner“ icon under “Login” which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on company name or e-voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.
ii) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp
iii) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository website wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders i) (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository sites after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider's website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

Login type

Individual Shareholders holding securities in Demat mode with CDSL Individual Shareholders holding securities in

Demat mode with NSDL

Helpdesk details

Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 and 022-23058542-43.

Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

e. Login method for e-voting and joining virtual meeting for shareholders
I. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and applicable provisions of SS-2 issued by ICSI, the Company is pleased to offer e-voting facility as an alternative mode of voting which will enable the Members to cast their votes electronically on the resolutions mentioned in the notice convening meeting of the equity shareholders.
II. The Notice is being sent by E-mail to those members who have registered their E-mail address with the Company/Depository Participants.
III. The instructions for shareholders voting electronically are as under:
- i. The voting period begins on 25.05.2022 (09.00 a.m.) and ends on 27.05.2022 (05.00 p.m.). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 21.05.2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
- ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
- iii. The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.
- iv. Click on “Shareholders” module.
- v. Now Enter your User ID
  - a) For CDSL: 16 digits beneficiary ID,
  - b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  - c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login-Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST eservices, click on e-Voting option and proceed directly to cast your vote electronically.

vi. Next enter the Image Verification as displayed and Click on Login.
vii. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

viii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) · Members who have not updated their PAN with the Company/ Depository Participant are requested to use the frst two letters of their name and the 8 digits of the sequence number (SQN) in the PAN Field. · If the sequence number is less than 8 digits; enter the applicable number of 0's before the number after the frst two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN feld. The persons entitled to vote on cut-off date may obtain details of sequence number from the company/RTA.
Dividend Bank Details or Date of Birth	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to Login. · If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank Details feld as mentioned in instructions (v).

PAN

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
·
Members who have not updated their PAN with the Company/
Depository Participant are requested to use the frst two letters of their
name and the 8 digits of the sequence number (SQN) in the PAN Field.
·
If the sequence number is less than 8 digits; enter the applicable
number of 0's before the number after the frst two characters of the
name in CAPITAL letters. E.g. If your name is Ramesh Kumar with
sequence number 1 then enter RA00000001 in the PAN feld. The
persons entitled to vote on cut-off date may obtain details of sequence
number from the company/RTA.

Dividend Bank
Details or Date
of Birth

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
recorded in your demat account or in the company records in order to Login.
·
If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank Details
feld as mentioned in instructions (v).

ix. After entering these details appropriately, click on “SUBMIT” tab.
x. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that the company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
xi. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
xii. Click on the EVSN 220409001 for the relevant NAHAR INDUSTRIAL ENTERPRISES LIMITED on which you choose to vote.
xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xvii. You can also take print of the votes cast by clicking on 'CLICK HERE TO PRINT' option on the voting page.
xviii.If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
xix. Facility for Non-Individual Shareholders and Custodians –Remote Voting

  - Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www. evotingindia.com and register themselves as Corporate.

  - A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  - After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

  - The list of account(s) should be mailed to helpdesk.evoting@ cdslindia.com and on approval of the accounts they would be able to cast their vote.

  - A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded

  - Alternatively non-individual shareholders are required to send the relevant board resolution/ authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, at least 48 hours before the meeting to the Scrutinizer by email at the email id: [email protected] or to the Transferee Company at the email Id: [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Instructions for e-voting for shareholders casting votes during the Meeting:-
The procedure for e-voting during the Meeting is same as the instructions mentioned above for remote e-voting.
Only those shareholders, who are present in the Meeting through VC/OAVM facility and have not casted their vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the Meeting.
If any Votes are cast by the shareholders through the e-voting system available during the Meeting and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes casted by such shareholders shall be considered as invalid, as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
Shareholders who have voted through remote e-voting will be eligible to attend the Meeting. However, they will not be eligible to vote during the Meeting.
The voting rights of members shall be in proportion to their shareholding in the Transferee Company as on the Cut-Off date.
Instructions with respect to participation by VC/OAVM are as follows:
The procedure for attending Meeting & e-voting on the day of Meeting is same.
The link for VC/OAVM to attend meeting will be available where the EVSN of the Transferee Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
Shareholders who have voted through Remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote at the Meeting.
Shareholders are encouraged to join the Meeting through laptops/tablets for better experience.
The shareholders will be required to allow Camera and use internet with good bandwidth to avoid any disturbance during the Meeting.

Please note that participants 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. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the Meeting are requested to register themselves as a speaker by sending their request at least 10 days prior to the meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the Meeting but have queries are encouraged to send their queries in advance 10 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number to [email protected]. These queries will be responded appropriately by the Transferee Company.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
Only those shareholders, who are present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the Meeting.
The Members can join the Meeting in the VC/OAVM mode 15 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Meeting through VC/OAVM would be on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the Meeting without restriction on account of first come first served basis.
Process for those shareholders whose email addresses are not registered with the depositories for obtaining login credentials for e-voting:
For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email at [email protected].
For Demat shareholders - please update your email ID and mobile no. with your respective depository participant (DP).
For individual Demat shareholders - please update your email ID and mobile no. with your respective depository participant (DP) which is mandatory while e-voting and joining virtual meeting through depository.
The company secretary shall co-ordinate with CDSL and provide the login credentials to the above mentioned shareholders.
The NCLT has appointed Mr. Khushvinder Singhal to act as scrutinizer to scrutinize votes cast either at the Meeting through e-voting or through remote e-voting and submit a report on votes cast to the Chairman of the Meeting.
Subject to receipt of requisite majority of votes in favour of the Scheme as per Sections 230 to 232 of the Act and in terms of the Circular dated March 10, 2017 bearing reference No. CFD/DIL3/ CIR/2017/21 issued by Securities and Exchange Board of India (“ SEBI ”), as amended from time to time the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting.

In case you have any queries or issues regarding e-voting, you may refer to the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542). All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400 013 or send an email to [email protected] or call on 022-23058542/43.
The Scrutinizer shall prepare his consolidated Scrutinizer's report and submit his report to the Chairman of the Meeting or a person authorized by him in writing within two working days from the conclusion of the Meeting. The scrutinizer's decision on the validity of the votes cast shall be final. The results together with scrutinizer report shall be placed on the Transferee Company's website www.owmnahar.com and on the website of CDSL at www.evotingindia.com immediately after the results are declared and communicated to the BSE Limited and National Stock Exchange of India Limited, where the shares of the Transferee Company are listed. As per the Order of Tribunal, the chairperson shall report the result of the NCLT convened meeting to the tribunal within 7 days from the date of the conclusion of the meeting with regard to the proposed scheme.
Shareholders who have not registered their email address with the Company's Registrar & share Transfer Agent or with their respective Depository Participants and who wish to receive the notice of the Meeting of the Company and all other communications sent by the company electronically can registered their email IDs by submitting their detail i.e. Ledger Folio No., complete address, e-mail address, self-attested copy of pan card, bank details etc.to the company's Registrar or to the company.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, AT CHANDIGARH

Company Application No. CA (CAA) No. 2/Chd/Pb/2022

In the matter of the Companies Act, 2013

And

In the matter of Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

In the matter of Scheme of Arrangement

BETWEEN

COTTON COUNTY RETAIL LIMITED (Applicant Company 1/ Transferor Company)

WITH

NAHAR INDUSTRIAL ENTERPRISES LIMITED (Applicant Company 2/ Transferee Company)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

AND

Cotton County Retail Limited, a Company incorporated Applicant Company 1/ Transferor Company under the Companies Act, 1956 having Corporate

Identity Number: U51311PB2001PLC024753 and its Registered office at Premises of Nahar Industrial Enterprises Limited, Focal Point, Ludhiana – 141010, Punjab, India

Nahar Industrial Enterprises Limited, a Company Applicant Company 2/ Transferee Company incorporated under the Companies Act, 1956 having

Corporate Identity Number: L15143PB1983PLC018321 and its Registered office at Focal Point, Ludhiana – 141010, Punjab, India

STATEMENT UNDER SECTIONS 230 AND 232 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 NAHAR INDUSTRIAL ENTERPRISES LIMITED, TRANSFEREE COMPANY, CONVENED PURSUANT TO ORDER OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, CHANDIGARH (“TRIBUNAL”) DATED APRIL 05, 2022 (“TRIBUNAL ORDER”)

The Scheme of Arrangement for amalgamation between Cotton County Retail Limited (the Transferor Company”) and Nahar Industrial Enterprises Limited (the Transferee Company) and their respective shareholders and creditors is referred to as the “Scheme” or “this Scheme” and the Transferor Company and the Transferee Company are within the jurisdiction of National Company Law Tribunal (NCLT), Chandigarh Bench. Cotton County Retail Limited is the“Applicant No.1” and Nahar Industrial Enterprises Limited is the “Applicant No.2” in Company Application No. CA (CAA) No. 2/Chd/Pb/2022. Cotton County Retail Limited and Nahar Industrial Enterprises Limited are hereinafter collectively referred to as the Companies.

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.
This is an Explanatory Statement accompanying the Notice convening the meeting of equity shareholders of Nahar Industrial Enterprises Limited (“ Company ” or “ Transferee Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement for Amalgamation of Cotton County Retail Limited (“ Transferor Company ”) with Nahar Industrial Enterprises Limited (“ Transferee Company ” or “ Company ”) and their respective shareholders and creditors (“ Scheme ”). The Scheme provides for Amalgamation of Transferor Company with the Transferee Company and consequent dissolution of the Transferor Company without winding up; under Sections 230 to 232 and other applicable provisions of the Act.
Pursuant to order dated April 05, 2022 in Company Application CA (CAA) No. 2/Chd/Pb/2022 (” Order ”) passed by the Chandigarh Bench of the NCLT, the meeting of the equity shareholders of the Transferee Company to be held on Saturday, 28th May, 2022 at 10.00 AM (“ Meeting ”) through video conferencing or other audio-visual means (“ VC/OAVM ”)
A copy of the Scheme as approved by the Board of Directors of the Transferee Company, after undertaking SEBI directions notified to the company by stock exchanges is enclosed as Annexure 1 .The proposed Scheme, in its present form or with any modification approved or imposed or directed by the NCLT is envisaged to be effective from the Appointed Date (as defined in the Scheme) but shall be made operative from the Effective Date (as defined in the Scheme).
The Scheme was placed before the Audit Committee and Board of Directors of the Transferee Company at their respective meetings held on August 27, 2021. In accordance with the SEBI Circular, the Audit Committee of the Transferee Company recommended the Scheme to the Board of Directors of the Transferee Company inter-alia taking into account:
a. The valuation report dated August 27, 2021, prepared by Mr. Pankaj Bhalla, Chartered Accountant, a Registered Valuer (IBBI Registration No. IBBI/RV/06/ 2020/13265), setting out the recommended share exchange ratio, enclosed herewith as Annexure 2 ;
b. The fairness opinion dated August 27, 2021, prepared by Master Capital Services Limited, a SEBI registered Category-1 Merchant Banker, providing the fairness opinion on the share exchange ratio, enclosed herewith as Annexure 3 ; and
c. The certificate from the statutory auditors of the Transferee Company, M/s. K R Aggarwal & Associates. Chartered Accountants, confirming that the accounting treatment as specified in the Scheme is in compliance with the applicable Accounting Standards notified under the Companies Act
As per order dated April 5, 2022 of NCLT, Chandigarh Bench, Chandigarh, Quorum of the meeting of the equity shareholders of the Transferee Company is 18590 in number or 40% in value of the equity shareholders. It is also directed that if the required Quorum is not present at the commencement of meeting, then the meeting will be adjourned for 30 minutes, and thereafter the persons present and voting shall be deemed to constitute the quorum.
Subject to receipt of requisite majority of votes in favour of the Scheme as per Sections 230 to 232 of the Act and in terms of the Circular dated March 10, 2017 bearing reference No. CFD/DIL3/ CIR/2017/21 issued by Securities and Exchange Board of India (“ SEBI ”), as amended from time to time the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting.

DETAILS AS PER RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Details of the Transferee Company

Details of Nahar Industrial Enterprises Limited

Corporate identifcation number (CIN)	L15143PB1983PLC018321
Permanent account number (PAN)	AACCN3563A
Date of incorporation	September 27, 1983
Type of company	Public Limited Company
Registered offce address	Focal Point, Ludhiana – 141010, Punjab
E-mail address	[email protected], [email protected]
Name of the stock exchange(s) where securities of company are listed	BSE Limited and National Stock Exchange of India Limited

2. Summary of the main objects as per the memorandum of association of the Transferee Company

The objects of the Transferee Company are set out in the Memorandum of Association.

“III. (A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:
'To carry on the business of processors, combers, spinners, weavers, knitters, manufacturers, dyers, bleachers, finishers, laminators, balers and pressers of any fibrous or textile material whether an agricultural or animal or natural products or its by-products or chemical or synthetic fibre and more specially jute, hemp, silk, cotton, wool, mesta, nylon, terene, terylene, staple fibre or other synthetic fibre and to manufacture and product from such raw material or textile material and to carry on the business of buyers, sellers and dealers of all such raw or processed or semi processed materials and to transact all manufacturing, cutting and preparing, process and mercantile business that may be
To carry on all or any of the business of manufacturer, importer, exporter, distributor and dealer in all types and grades of sugar and its allied products and by-products such as molasses, baggase, alcohol and other chemicals extracted from sugar and its allied products and by-products.'
(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III(A):

…….

Subject to the provisions of the Companies Act, 2013 to amalgamate or to enter into partnership or into any arrangement for sharing profits, union of interest, co-operation, joint venture or reciprocal with any person or persons or company or companies carrying on or engaged in any business which the company is authorized to carry on.

3. Main business carried on by the Transferee Company

The Transferee Company is a vertically integrated textile company engaged in the manufacture of cotton/ blended and dyed yarn, greige and processed fabrics. Besides Textiles, the Transferee Company is also engaged in the manufacture of sugar.

4. Details of change of name of the Transferee Company during the last five years

The Transferee Company was incorporated on September 27, 1983 as a public limited company under the name of “Oswal Fats and Oils Limited” under the Companies Act, 1956. the name of the Transferee Company was changed from “Oswal Fats and Oils Limited” to “Nahar Industrial Enterprises Limited” on

October 21, 1994. There has been no change in the name of the Transferee Company during the last five years.

5. Details of change in registered office of the Transferee Company during the last five years

There has been no change in the registered office of the Transferee Company during the last five years.

6. Details of change in objects of the Transferee Company during the last five years

There has been no change in the objects clause of the Memorandum of Association of the Transferee Company in the last five years.

7. Details of the capital structure of the Transferee Company including authorized, issued, subscribed and paid-up share capital

The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on the date of this Notice is as follows:

of this Notice is as follows:
Particulars	Amount (Rs.)
Authorized Share Capital
5,00,00,000 Equity Shares of Rs. 10/- each	50,00,00,000
1,25,00,000 – 5.5% Non-Convertible Non-Cumulative Redeemable	125,00,00,000
Preference Shares of Rs. 100/- each
Total	175,00,00,000
Issued, Subscribed and Paid up Share Capital
3,98,35,141 Equity Shares of Rs. 10/- each	39,83,51,410
Add: Shares Forfeited Account (amount originally paid up)	19,91,343
1,16,20,000 – 5.5% Non-Convertible Non-Cumulative Redeemable	116,20,00,000
Preference Shares of Rs. 100/- each
Total	156,23,42,753

There has been no change in the authorised, issued, subscribed and paid-up share capital of the Transferee Company since the date of this Notice.

8. Names of the promoters of the Transferee Company along with their addresses

Sr.	Name	Address
1.	Sh. Jawahar Lal Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
2.	Sh. Kamal Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
3.	Sh. Dinesh Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
4.	Mrs. Manisha Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
5.	Sh. Rishabh Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
6.	Sh. Abhinav Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
7.	Mrs. Sanjana Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
8.	Mrs. Ritu Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
9.	Sh. Sambhav Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
10.	Ms. Tanvi Oswal	514, College Road, Civil Lines, LUDHIANA – 141001
11.	Oswal Woollen Mills Limited	G.T.Road, Sherpur, LUDHIANA – 141003

12.	J L Growth Fund Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI - 110001
13.	Vardhman Investment Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI – 110001
14.	Atam Vallabh Financiers Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI – 110001
15.	Vanaik Investors Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI – 110001
16.	Abhilash Growth Fund Private Ltd.	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI – 110001
17.	Kovalam Investment &	C/o. Oswal Woollen Mills Ltd., G.T.Road, Sherpur,
	Trading Co. Ltd.	LUDHIANA – 141003
18.	Nagdevi Trading &	105, Ashoka Estate, 24 Barakhamba Road,
	Investment Co. Ltd.	NEW DELHI – 110001
19.	Nahar Growth Fund Private Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI – 110001

Names of the directors of the	Transferee Company along with their addresses:	Transferee Company along with their addresses:
Sr. Name	Category	Address
1. Sh. Jawahar Lal Oswal	Non-Executive Director 514, College Road, Civil Lines,
		LUDHIANA – 141001
2. Sh. Kamal Oswal	Vice Chairman-cum-	514, College Road, Civil Lines,
	Managing Director	LUDHIANA – 141001
3. Sh. Dinesh Oswal	Non-Executive Director 514, College Road, Civil Lines,
		LUDHIANA – 141001
4. Sh. Abhinav Oswal	Executive Director	514, College Road, Civil Lines,
		LUDHIANA – 141001
5. Sh. Dinesh Gogna	Non-Executive Director 30-H, Bhai Randhir Singh Nagar,
		LUDHIANA – 141012
6. Sh. Navdeep Sharma	Non-Executive Director 200-E, Kitchlu Nagar,
		LUDHIANA – 141001
7. Dr. Suresh Kumar Singla	Independent Director	119-C, Kitchlu Nagar,
		LUDHIANA – 141001
8. Dr. Roshan Lal Behl	Independent Director	55, FF, HIG Flats, Sant Ishar Singh Nagar,
		Pakhowal Road, LUDHIANA – 141001
9. Dr. Manisha Gupta	Independent Director	270, Sun City, Amloh Road,
		KHANNA – 141401
10.Sh. Parvinder Singh Pruthi	Independent Director	662, Sector 11-B, CHANDIGARH – 160011
11. Sh. Ved Parkash Gaur	Independent Director	41, New Lajpat Nagar, LUDHIANA – 141001
12. Dr. Inder Mohan Chhibba	Independent Director	112-C, Ferozepur Road, Near MBD Mall,
		Rajguru Nagar, LUDHIANA – 141012

10. Details of the Board Meeting of the Transferee Company at which the Scheme was approved

The Board of Directors of the Transferee Company approved the Scheme at its meeting held on August 27, 2021.The details of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate in the resolution is given below:

Sr. No. Name of the Director Voted 1. Sh. Jawahar Lal Oswal Was granted leave of absence 2. Sh. Kamal Oswal For the resolution 3. Sh. Dinesh Oswal For the resolution 4. Sh. Abhinav Oswal For the resolution 5. Sh. Dinesh Gogna For the resolution 6. Sh. Navdeep Sharma For the resolution 7. Dr. Vijay Asdhir For the resolution 8. Dr. Suresh Kumar Singla For the resolution 9. Dr. Roshan Lal Behl For the resolution 10. Dr. Manisha Gupta For the resolution 11. Sh. Parvinder Singh Pruthi For the resolution 12 Sh. Ved Parkash Gaur For the resolution 13. Dr. Inder Mohan Chhibba* ---

Ceased to be an Independent Director with effect from September 30, 2021
** appointed as an Independent Director with effect from September 20, 2021

11. Extent of shareholding of directors and key managerial personnel of the Transferee Company

The details of the present directors and KMP of the Transferee Company and their respective shareholdings in the Companies as on the date of this Notice are as follows:

Name of Directors /KMP	Designation	Shares held in the	Shares held in the
		the Transferor	the Transferee
		Company	Company
Sh. Jawahar Lal Oswal	Chairman	Nil	1000
Sh. Kamal Oswal	Vice Chairman-cum-	Nil	1294
	Managing Director
Sh. Dinesh Oswal	Non Executive Director	Nil	1000
Sh. Abhinav Oswal	Executive Director	Nil	1000
Sh. Dinesh Gogna	Non-Executive Director	1	Nil
Sh. Navdeep Sharma	Non-Executive Director	Nil	1
Dr. Suresh Kumar Singla	Independent Director	Nil	Nil
Dr. Roshan Lal Behl	Independent Director	Nil	Nil
Dr. Manisha Gupta	Independent Director	Nil	Nil
Sh. Parvinder Singh Pruthi	Independent Director	Nil	Nil
Sh. Ved Parkash Gaur	Independent Director	Nil	Nil
Dr. Inder Mohan Chhibba	Independent Director	Nil	Nil
Sh. Bharat Bhushan Gupta	Chief Financial Offcer	1	205
Sh. Mukesh Sood	Company Secretary	Nil	Nil

12. Disclosure about effect of the Scheme on the material interests of directors, Key Managerial Personnel (KMP) and debenture trustee of the Transferee Company

The Directors or KMPs of the Transferee Company do not have any other interest in the Scheme except to the extent of their shareholding, if any, in any of Companies involved in the Scheme. Further, the Transferee Company does not have any debentures. Therefore, the question on the effect of the Scheme on the material interests of the debenture trustee does not arise.

13. Effect of the Scheme on following parties in relation to the Transferee Company

Sr. No. Category of stakeholder Effect of the Scheme
(a) Equity Shareholders

Upon coming into effect of the Scheme and in consideration for the amalgamation, the Transferee Company shall, without any further application or deed, issue and allot its equity shares, credited as fully paid up, to all the equity shareholders holding fully paid up equity shares of the Transferor Company whose names appear in the register of members of the Transferor Company and / or whose names appear as the beneficial owner of the shares of the Transferor Company in the records of the depository, as on the record date, to be fixed for the purpose of reckoning names of the equity shareholders of the Transferor Company (“Transferor Company Shareholders”) as per Clause 14 of the Scheme. The equity shares held by the Transferee Company in the Transferor Company shall stand cancelled as an integral part of the Scheme and no equity shares of the Transferee Company shall be allotted in respect of such equity shares.

The equity shares of the Transferee Company to be allotted to the members of the Transferor Company shall be allotted in the following ratio:

3 (Three) fully paid up equity shares of face value Rs. 10 (Rupees ten only) each of the Transferee Company, to be issued for every 10 (Ten) fully paid up equity shares of face value Rs. 10 (Rupees ten only) each held by the Transferor Company Shareholders.

Further, the authorized share capital of the Transferor Company shall be consolidated and vested in and merge with the authorized share capital of the Transferee Company in the manner as stipulated in Clause 18.2 of the Scheme.

(b) Preference Shareholders The Transferor company is holding 76,20,000-5.5% NonConvertible Non-Cumulative redeemable preference shares (NCNCRPS) of Rs. 100/- each in Transferee Company. Upon the scheme becoming effective, in view of amalgamation of Transferor Company with Transferee Company all NCNCRPS held by Preference shares by the Transferor Company in the Transferee Company shall be extinguished or shall be deemed to be extinguished by the Transferee Company without any further act,

instrument or deed integral part of the Scheme. There will be no impact on the remaining Preference Shares of the Transferee Company.

(c) Key Managerial No rights of the Key Managerial Personnel (KMP) of the Transferee
Personnel (KMP)
(d) Directors

(e) Promoters

Company are being affected as a result of the Scheme.
The directors of the Transferee Company or their relatives do not have any other interest in the Scheme except to the extent of their shareholding, if any. The Scheme will have no effect on the office of the existing Directors of the Transferee Company. All the directors of the Transferor Company shall cease to be directors of the Transferee Company on the effective date without affecting their rights as shareholder, if any, in the Transferor Company. However, if any such director is a director of the Transferee Company, he/she would continue to hold his/her office in the Transferee Company as per the terms of his/her appointment in the Transferee Company. Further, no change in the Board of Directors of the Transferee Company is envisaged on account of the Scheme. It is clarified that, the composition of the Board of Directors of the Transferee 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 Transferee Company.
Refer to point (a) above for details regarding the effect on the shareholders. The promoters of the Transferee Company, subject to applicable laws, from time to time, shall continue to remain promoters after the Scheme becomes effective.
(f) Non-Promoter Refer point (a) above, para 37 and Annexure VIII for details Shareholders regarding the effect on the non-promoter shareholders.
(g) Creditors
- The creditors of the Transferee Company will not be affected in any manner by the Scheme.
(h) Depositors The Transferee Company does not have any deposits. Therefore, the question on the effect of the Scheme on depositors does not arise.
(i) Debenture Holders The Transferee Company does not have any debentures. Therefore, the question on the effect of the Scheme on debenture holders does not arise.
(j) Debenture Trustee and
Depositor Trustee
The Transferee Company does not have any debentures or
depositors. Therefore, the question on the effect of the Scheme on the debenture trustee or a depositor trustee does not arise.
(k) Employees No rights of the employees of the Transferee Company are being affected as a result of the Scheme.

14. Amount due to unsecured creditors by the Transferee Company

The amount due from the Transferee Company to its unsecured creditors as on 31st October, 2021 is Rs.131,97,82,928/-.

15. Details of investigation / proceedings pending against the Transferee Company under the Companies Act, 2013

There are no proceedings pending inquiry or investigation under companies Act, 2013

16. Details of the Transferor Company

Details of Cotton County Retail Limited

Details of Cotton County Retail Limited
Corporate identifcation number (CIN)	U51311PB2001PLC024753
Permanent account number (PAN)	AABCC7574P
Date of incorporation	November 5, 2001
Type of company	Public Limited Company
Registered offce address	Premises of Nahar Industrial Enterprises Limited, Focal Point, Ludhiana – 141010, Punjab
E-mail address	[email protected], [email protected]
Name of the stock exchange(s) where securities of company are listed	Not Listed on any Stock Exchange

17. Summary of the main objects as per the memorandum of association of the Transferee Company

The objects of the Transferee Company are set out in the Memorandum of Association.

“III. (A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:
To carry on as importers and exporters, of all kinds of yarns and textiles, wholesale and retail dealers, marketers, processors, as principals, as agents, as licensees or as Franchisee of Garments, Textile Goods, Hosiery Goods, of all kinds of cloth, Cotton Goods and Readymade Goods of every kind.
(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE:

…….

To amalgamate with or take any other company or companies having object altogether or in part similar to those of this Company.

18. Main business carried on by the Transferor Company

The Transferor company was engaged in the business of manufacturing and retailing of readymade garments. The Transferor company started incurring losses from FY 2012 due to stiff competition and non viability of operations and slowly closed down its business of manufacturing and retailing of garments in FY 2019-20. The Transferee Company is not carrying any business activities.

19. Details of change of name of the Transferor Company during the last five years

The Transferor Company was originally incorporated as Creative Textrade Private Limited on 5.11.2001. The word 'Private' was deleted under section 31 of the Companies Act, 1956 and converted into Public Limited Company vide Order dated 10.05.2006 issued by the Registrar of Companies, Punjab, H.P. and Chandigarh. The name of the company was changed to Nahar Retail Limited on 16.10.2006 and Cotton County Retail Limited w.e.f. 16.5.2008. There has been no change in the name of the Transferor Company

during the last five years. The Transferor Company is an Associate Company of the Transferee company.

20. Details of change in registered office of the Transferor Company during the last five years

There has been no change in the registered office of the Transferor Company during the last five years.

21. Details of change in objects of the Transferor Company during the last five years

Clause No. 41 was inserted in the objects clause of the Memorandum of Association of the Transferor Company on 30.6.2017 passed by the shareholders.
To make investments, subscribe, acquire, buy, hold, sell or otherwise deal in shares, stocks, bonds, debentures, units or securities of any company, association, other bodies or any authority(ies) which also includes investment in mutual funds, debt, equity or any kind of scheme including portfolio management services etc. in such manner as may be determined from time to time.

22. Details of the capital structure of the Transferor Company including authorized, issued, subscribed and paid-up share capital

The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on the date of this Notice is as follows:

Particulars Amount (Rs.)

Authorized Share Capital 3,05,00,000 Equity Shares of Rs. 10/- each 30,50,00,000 Total 30,50,00,000 Issued, Subscribed and Paid up Capital 2,14,63,240 Equity Shares of Rs. 10/- each 21,46,32,400 Total 21,46,32,400

There has been no change in the authorised, issued, subscribed and paid-up share capital of the Transferor Company since the date of this Notice.

23. Names of the promoters of the Transferor Company along with their addresses

Sr.	Name	Address
1.	Sh. Kamal Oswal	514, College Road, Civil Lines,
		LUDHIANA – 141001
2.	Sh. Rishabh Oswal	514, College Road, Civil Lines,
		LUDHIANA – 141001
3.	Nahar Industrial Enterprises Limited	Focal Point, LUDHIANA – 141010
4.	J L Growth Fund Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI - 110001
5.	Vardhman Investment Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI - 110001
6.	Atam Vallabh Financiers Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI - 110001
7.	Vanaik Investors Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI - 110001
8.	Abhilash Growth Fund Private Limited	105, Ashoka Estate, 24 Barakhamba Road,
		NEW DELHI - 110001
9.	Kovalam Investment & Trading Co. Ltd.	C/o. Oswal Woollen Mills Ltd., G.T.Road, Sherpur,
		LUDHIANA - 141003

24. Names of the directors of the Transferor Company along with their addresses:

Sr.	Name	Category	Address
1.	Sh. Kamal Oswal	Non-Executive Director	514, College Road, Civil Lines,
			LUDHIANA – 141001
2.	Sh. Rishabh Oswal	Non-Executive Director	514, College Road, Civil Lines,
			LUDHIANA – 141001
3.	Sh. Dinesh Gogna	Non-Executive Director	30-H, Bhai Randhir Singh Nagar,
			LUDHIANA – 141012
4.	Sh. Bharat Bhushan	Non-Executive Director	Plot No. 16, Shakti Vihar, Badi Haibowal Road,
	Gupta		LUDHIANA – 141001
5.	Dr. Manisha Gupta	Independent Director	270, Sun City, Amloh Road, KHANNA – 141401
6.	Dr. Inder Mohan	Independent Director	112-C, Ferozepur Road, Near MBD Mall,
	Chhibba		Rajguru Nagar, LUDHIANA – 141012
7.	Sh. Som Garg	Whole Time Director &	H.No. 599, Phase-I, Dugri Road, Urban Estate,
		Chief Financial offcer	LUDHIANA-141013

25. Details of the Board Meeting of the Transferor Company at which the Scheme was approved

The Board of Directors of the Transferor Company approved the Scheme at its meeting held on August 27, 2021.The details of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate in the resolution is given below:

Sr. No.	Name of the Director	Voted
1.	Sh. Kamal Oswal	For the resolution
2.	Sh. Rishabh Oswal	For the resolution
3.	Sh. Dinesh Gogna	For the resolution
4.	Sh. Bharat Bhushan Gupta	For the resolution
5.	Dr. Manisha Gupta	For the resolution
6.	Dr. Inder Mohan Chhibba	For the resolution
7.	Sh. Som Garg	For the resolution

26. Extent of shareholding of directors and key managerial personnel of the Transferor Company

The details of the present directors and KMP of the Transferor Company and their respective shareholdings in the Companies as on the date of this Notice are as follows:

Name of Directors / KMP	Designation	Shares held in the	Shares held in the
		Transferee Company	Transferor Company
Sh. Kamal Oswal	Non Executive Director	1294	Nil
Sh. Rishabh Oswal	Non Executive Director	1000	Nil
Sh. Dinesh Gogna	Non Executive Director	Nil	1
Sh. Bharat Bhushan Gupta	Non Executive Director	205	1
Dr. Manisha Gupta	Independent Director	Nil	Nil
Dr. Inder Mohan Chhibba	Independent Director	Nil	Nil
Sh. Som Garg	Whole Time Director &	Nil	1
	Chief Financial Offcer

27. Effect of the Scheme on following parties in relation to the Transferor Company

Sr. No. Category of stakeholder Effect of the Scheme

(a) Equity Shareholders

The equity shares of the Transferee Company to be allotted to the members of the Transferor Company shall be allotted in the following ratio:

(b) Preference Shareholders The transferor company has not issued any preference shares.
(c) Key Managerial Personnel (KMP)
(d) Directors
(e) Promoters
No rights of the Key Managerial Personnel (KMP) of the Transferor Company are being affected as a result of the Scheme.
All the directors of the Transferor company shall cease to be directors of the Transferee company on the effective date without affecting their rights as shareholder, if any, in the Transferor company. However, if any such director is a director of the Transferee company, he/she would continue to hold his/her office in the Transferee company as per the terms of his/her appointment in the Transferee company.
Refer to point (a) above for details regarding the effect on the shareholders.
(f) Non-Promoter All equity shares in the Transferor company are held by promoters. Shareholders Refer point (a) above.

(g) Creditors The creditors of the Transferor Company will not be affected in any manner by the Scheme.
(h) Depositors The Transferor Company does not have any deposits. Therefore, the question on the effect of the Scheme on depositors does not arise.
(i) Debenture Holders The Transferor Company does not have any debentures. Therefore, the question on the effect of the Scheme on debenture holders does not arise.
(j) Debenture Trustee and The Transferor Company does not have any debentures or Depositor Trustee depositors. Therefore, the question on the effect of the Scheme on the debenture trustee or on depositor trustee does not arise.
(k) Employees All employees in the service of Transferor company shall become the employees of the Transferee company. No rights of the employees of the Transferor Company are being affected as a result of the Scheme.

28. Disclosure about effect of the Scheme on the material interests of directors, Key Managerial Personnel (KMP) and debenture trustee of the Transferor Company

The Directors or KMPs of the Transferor Company do not have any other interest in the Scheme except to the extent of their shareholding, if any, in any of Companies involved in the Scheme. Further, the Transferor Company does not have any debentures. Therefore, the question on the effect of the Scheme on the material interests of the debenture trustee does not arise.

29. Amount due to unsecured creditors by the Transferor Company

The amount due from the Transferor Company to its unsecured creditors as on 31st October, 2021 is Rs. 8,03,706/-

30. Details of investigation / proceedings pending against the Transferor Company under the Companies Act, 2013.

No investigation or prosecution instituted are pending under applicable provisions of the Companies Act, 2013 or erstwhile provisions of Companies Act, 1956 against the Transferor Company.

31. Relationship among the Companies who are parties to the Scheme

Both Transferor and Transferee company belong to same promoter group. The Transferor Company i.e. Cotton County Retail Limited is an Associate Company of the Transferee Company i.e. Nahar Industrial Enterprises Limited. The Transferee Company currently holds 47.66 % shareholding in the Transferor Company.

32. Rationale and the benefits of the Scheme as perceived by the Board of Directors of the Transferee

Company

(a) Both Transferor and Transferee Company belong to same promoter Group. The Transferor Company was engaged in the business of manufacturing and retailing of readymade garments. The Transferor Company used to procure its major raw material i.e. fabrics from Transferee Company. The retailing business of the Transferor company was doing well and the products of the company were widely accepted. The Transferor Company started incurring losses from FY ended 2012 due to stiff competition and non-viability of operations and slowly closed down its business of manufacturing and retailing of garments in FY 2019-20. Transferee Company is holding 47.66% equity shareholding in the Transferor Company and the balance equity shares of Transferor Company are being held by Promoters of the Transferee Company. Since the business of manufacturing and

retailing of garments of Transferor Company have been totally closed therefore, it has been thought proper to merge Transferor Company having surplus funds presently invested in the form of preference shares in Transferee Company. In this Scheme of amalgamation, the 47.66% of equity shareholding in the Transferor Company held by the Transferee Company would be cancelled without further application, act or deed. Upon the scheme becoming effective and as a consideration for the amalgamation of Transferor Company, the Transferee Company would issue equity shares to the equity shareholders of the Transferor Company in the manner stated in the scheme. This scheme would also enable the Transferee Company to finish its liabilities against the funds invested by Transferor Company in the form of preference shares. While conceiving this scheme it has also perused that there are no accumulated business losses of Transferor Company to be paid-off.

(b) With proposed amalgamation the funds invested by Transferor Company would remain with Transferee Company, it would help the Transferee Company to face current and future challenges in a better way. The Transferee Company's holding of 47.66% in Transferor Company will be extinguished and in lieu of the funds invested by the Transferor Company only 52.34% will be acknowledged by the Transferee Company by issuing the fresh equity shares to that extent. The Net worth of Transferor Company as on 31.12.2020 is Rs. 80.40 Crores as against the total face value of equity share capital of Rs. 21.46 Crores. Thus from all angle it is a win-win situation for Transferee Company.
(c) Simplified management structures belong to better administration and reduction in costs from more focused operational efforts, reduction in multiplicity of legal and regulatory compliances and rationalization of administrative expenses. By virtue of proposed amalgamation of Transferor Company in Transferee Company, the operation of both companies shall be brought under a single control.
(d) The Board of Directors of Transferor Company and Transferee Company are of opinion that the proposed arrangement for amalgamation would be advantageous and beneficial to the shareholders and other stakeholders of both companies. The Scheme would not be prejudicial to the interest of Creditors (secured and unsecured) of any of the companies.

Accordingly to achieve the above objectives, the board of directors of the Transferor Company and Transferee Company have decided to make requisite applications and/or petitions before the National Company Law Tribunal, Chandigarh bench (NCLT) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013, rules and regulations there under including any statutory modifications or amendments thereof, for the sanction of this Scheme, for the amalgamation of Cotton County Retail Limited (Transferor Company) with Nahar Industrial Enterprises Limited (Transferee Company) in accordance with section 2 (1B) of the Income Tax Act, 1961. This Scheme also provides for various other matters consequential to and/ or connected therewith.

33. Key salient features of the Scheme

(a) The scheme means the Scheme of Arrangement which provides for amalgamation of the Cotton County Retail Limited/Transferor company/ (CCRL) with the Nahar Industrial Enterprises Limited/Transferee company/(NIEL) in accordance with section 230 to 232 of the Companies Act, 2013 and /or other relevant provisions of the Act in its present form or with such modifications as may be made and/or directed by the National Company Law Tribunal, Chandigarh Bench.This Scheme also provides for various other matters consequential to and/ or connected therewith.
(b) On the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound up;

(c) Upon the Scheme of Arrangement coming into effect, the Transferee Company shall in consideration of the amalgamation issue and allot to the members of the Transferor Company, holding fully paid-up Equity Shares in the Transferor Company and whose names appear in the Register of Members of the Transferor Company on the Record Date, equity shares of the Transferee Company. The equity shares held by the Transferee Company either directly or through its Nominees, in the share capital of the Transferor Company as on the Effective Date shall stand cancelled as per provisions of law.
(d) The equity shares shall be allotted to the members of Transferor Company, as per the ratio determined by the valuation experts, registered as a valuer, namely Mr. Pankaj Bhalla, Chartered Accountant, a Registered Valuer (IBBI Registration No. IBBI/RV/06/ 2020/13265), as specified in section 247 of the Companies Act, 2013 read with applicable Rules. As per the valuation report, members of the Transferor Company shall be allotted 3 (Three) Equity Shares in Transferee Company of Rs. 10 each credited as fully paid-up for every 10 (Ten) Equity shares of Rs. 10 each fully paid-up held by such member in Transferor Company.
(e) CCRL /(Transferor company) is holding 76,20,000 - 5.5% Non-cumulative Non-convertible redeemable preference shares (NCNCRPS) of Rs. 100/- each in NIEL /(Transferee company). Upon the scheme becoming effective, in view of amalgamation of Transferor Company with Transferee Company all NCNCRPS held by CCRL in NIEL shall be extinguished or shall be deemed to be extinguished by the Transferee Company without any further act, instrument or deed.
st
(f) “Appointed Date” means the commencement of business on 1 day of April, 2021 and is the date with effect from which the Scheme of Arrangement shall be applicable and effective for all purpose.
(g) “Effective Date” means the date on which the certified copy of the Order of the National Company Law Tribunal, Chandigarh bench sanctioning the scheme is filed with the Registrar of Companies, Punjab and Chandigarh. Any reference in the Scheme to the words “upon the Scheme becoming effective” or “effectiveness of the Scheme” shall mean “Effective date” .
(h) “Record Date” shall mean such date to be fixed by the Board of Directors of the Transferee Company for the purpose of determining the members of the Transferor Company to whom shares of the Transferee Company will be allotted pursuant to this Scheme.

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 thereto.

34. Summary of valuation report and fairness opinions

Valuation Report

The Valuation Report dated 27th August, 2021 issued by Mr. Pankaj Bhalla, Chartered Accountant, Registered Valuer (IBBI/RV/06/2020/13265) recommended below share entitlement ratio for the Scheme:

Scheme:
Valuation Approach		NIEL	CCRL
	Value per share	Weight	Value per share	Weight
Asset Approach	---	---	34/-	100%
Income Approach	---	—	—	—
Market Approach	113/-	100%	—	—
Relative Value per Share	113/-		34/-
Exchange Ratio (Rounded off)		3		10

Share Exchange Ratio

On consideration of the determined value, we recommend that a fair ratio of exchange of equity shares on amalgamation of CCRL with NIEL would be 3 (Three) Fully paid up equity shares of Rs. 10/- each of NIEL for every 10 (Ten) Fully paid up equity shares of Rs. 10/- each of CCRL. Please refer to the Valuation Report enclosed as Annexure “II”.

Fairness Opinion

The Fairness Opinion Report dated 27th August, 2021 issued by M/s. Master Capital Services Limited, a Category I Merchant Banker, has been issued in respect of the Valuation Report wherein it has been stated that the proposed share entitlement ratio as recommended by the valuer, which forms the basis of the proposed Scheme, is fair. Please refer to the Fairness Opinion enclosed as Annexure “III”.

35. There shall be no debt restructuring of the Transferee Company and Transferor Company pursuant to the Scheme.

36. Pre and Post Scheme Shareholding Pattern of the Companies

Pursuant to the Scheme, the Transferee Company shall issue shares to the shareholders of the Transferor Company. The Transferor Company will stand dissolved without winding up in accordance with the Scheme. Therefore, there will not be any post-Scheme shareholding pattern of the Transferor Company. The pre-Scheme and expected post-Scheme shareholding pattern of the Transferee Company is appended below :

PRE-SCHEME AND POST SCHEME SHAREHOLDING PATTERN OF THE TRANSFEREE COMPANY (Based on shareholding data as on December 31, 2021)

Sr.No.	Name & Category of Shareholders	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme
		Total nos. shares held	Share- holding as a % of total no. of shares	Total nos. shares held	Share- holding as a % of total no. of shares
(A)	Shareholding of Promoter & Promoter Group	27393178	68.77	30763618	71.20
(1)	Indian Sh. Jawahar Lal Oswal Sh. Kamal Oswal Sh. Dinesh Oswal Mrs. Manisha Oswal Sh. Rishabh Oswal Sh. Abhinav Oswal Mrs. Sanjana Oswal Mrs. Ritu Oswal Sh. Sambhav Oswal Ms. Tanvi Oswal Oswal Woollen Mills Ltd. J L Growth Fund Ltd. Vardhaman Investment Ltd.	1000 1294 1000 1000 1000 1000 1000 500 500 500 2094819 6446456 3915131	0.01 0.01 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5.26 16.18 9.83	1000 1294 1000 1000 1000 1000 1000 500 500 500 2094819 7476586 4770131	0.00 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4.85 17.30 11.04

	Atam Vallabh Financiers Ltd. Vanaik Investors Ltd. Abhilash Growth Fund Pvt. Ltd. Kovalam Investment & Trading Co. Ltd. Nagdevi Trading & Investment Co. Ltd. Nahar Growth Fund Pvt. Ltd.	3212679 2753275 193545 6168408 2354279 245792	8.06 6.91 0.49 15.48 5.91 0.62	4007679 3293276 322583 6189679 2354279 245792	9.28 7.62 0.75 14.33 5.45 0.57
(2)	Foreign	0	0	0	0
	Total Shareholding of Promoter and Promoter Group	27393178	68.77	30763618	71.20
(B)	Public Shareholding	12441963	31.23	12441963	28.80
(1)	Institutions	291002	0.73	291002	0.67
(2)	Non Institutions	12150961	30.50	12150961	28.13
	Total Public Shareholding	12441963	31.23	12441963	28.80
(c)	Non-Promoter Non-Public Shareholding	0	0	0	0
(1)	Shares held by Custodians and against which DRs have been issued	0	0	0	0
(2)	Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulations 2014)	0	0	0	0
(C)	Total Non-Promoter Non-Public Shareholding	0	0	0	0
	Total (A) + (B) + (C)	39835141	100.00	43205581	100.00

PRE-SCHEME AND POST SCHEME SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY

(Based on shareholding data as on December 31, 2021)

Sr. No.	Name & Category of Shareholders	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme
		Total nos. shares held	Share-holding as a % of total no. of shares	Total nos. shares held	Share-holding as a % of total no. of shares
(A)	Shareholding of Promoter & Promoter Group	21463240	100.00	0	0.00
(1)	Indian J L Growth Fund Ltd. Vardhman Investment Ltd. Atam Vallabh Financiers Ltd. Vanaik Investors Ltd. Abhilash Growth Fund Pvt. Ltd. Kovalam Investment & Trading Co. Ltd. Nahar Industrial Enterprises Ltd.*	3433766 2850000 2650000 1800003 430128 70902 10228441	16.00 13.28 12.35 8.39 2.00 0.33 47.65	0 0 0 0 0 0 0	0.00 0.00 0.00 0.00 0.00 0.00 0.00
(2)	Foreign	0	0	0	0
	Total Shareholding of Promoter and Promoter Group	21463240	100.00	0	0.00
(B)	Public Shareholding	0	0	0	0
(1) (2)	Institutions Non Institutions Total Public Shareholding	0 0 0	0 0 0	0 0 0	0 0 0

(c) (1) (2)	Non-Promoter Non-Public Shareholding Shares held by Custodians and against which DRs have been issued Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulations 2014)	0 0 0	0 0 0	0 0 0	0 0 0
(C)	Total Non-Promoter Non-Public Shareholding	0	0	0	0
	Total- (A) + (B) + ©	21463240	100.00	0	0.00

3 equity Shares held as nominee of Nahar Industrial Enterprises Limited

37. Details of approval from regulatory authorities

(a) Pursuant to the SEBI Circular read with Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Transferee Company has filed necessary applications before the stock exchanges viz. National Stock Exchange of India Limited and BSE Limited seeking their no objection to the Scheme. The Transferee Company has received Observation Letters dated November 26, 2021 from both National Stock Exchange of India Limited and BSE Limited respectively. Copies of the Observation Letters are enclosed as Annexure VI and VII respectively.
(b) As required by the SEBI Circular, the Companies have filed Reports on Complaints dated 08.10.2021 with both National Stock Exchange of India Limited and BSE Limited respectively. After filing the Complaint Reports, the Transferee Company has received NIL complaints. Copies of the aforementioned Complaints Reports are enclosed as Annexure IV and V.
(c) The Companies have made a joint application before the NCLT, Chandigarh Bench respectively for the convening of meetings under Sections 230-232 and other applicable provisions of the Companies Act, 2013.
(d) A copy of the Scheme along with the explanatory statement under Sections 230(3), 232(1), 232(2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is also being forwarded, inter alia to the Registrar of Companies, Chandigarh
(e) Audited financial statements (both standalone and consolidated) of the Transferee Company as on March 31, 2021 and provisional accounting statement of the Transferee Company as on December 31, 2021 are enclosed as Annexure XI.
(f) Audited financial statements of the Transferor Company as on March 31, 2021 and provisional accounting statement, management certified, of the Transferor Company as on December 31, 2021 are enclosed as Annexure XII.
(g) Upon the Scheme being approved by requisite majority of the shareholders and creditors of the respective Companies involved in the Scheme as per the requirement of Section 230 of the Companies Act, 2013, the Transferor Company and the Transferee Company will file a petition with the Chandigarh Bench of the NCLT for sanction of the Scheme.
Copies of the Reports adopted by the respective Board of Directors of the Companies pursuant to the provisions of Section 232(2)(C) of the Companies Act, 2013 are enclosed as Annexure VIII and IX respectively.

39. Details of availability of documents for inspection

The following documents will be open for obtaining extract from or for making or obtaining copies of or inspection by the equity shareholders of Transferee Company up to the date of the meeting at its registered office between 11.00 a.m. and 12.00 p.m. (IST) on all working days, except Saturdays, Sundays and public holidays. Equity shareholders desiring inspection of these documents through

electronic mode may send their request in writing to the Transferee Company at [email protected] and the Transferee Company shall provide inspection through electronic mode to such equity shareholders:

(i) Copy of the Scheme of Amalgamation and Arrangement;
(ii) Copies of the orders passed by the NCLT, Chandigarh Bench in Company Application No. CA (CAA) No. 2/Chd/Pb/2022 dated April 05, 2022.
(iii) Copy of the Memorandum and Articles of Association of the Transferor Company and the Transferee Company;
(iv) Copy of the audited financial statements of the Transferor Company for the financial year ended March 31, 2021;
(v) Copy of the audited financial statements (both standalone and consolidated) of the Transferee Company for the financial year ended March 31, 2021;
(vi) Copy of the provisional accounting statement (Limited reviewed) of the Transferor Company, for the period ended December 31, 2021;
(vii) Copy of the provisional accounting statement, management certified, of the Transferor Company, for the period ended December 31, 2021;
(viii) Copy of the Valuation Report issued by Pankaj Bhalla, registered valuer dated August 27, 2021;
(ix) Copy of the Fairness Opinion issued by Master Capital Services Limited, a Category-1 SEBI registered merchant banker, dated August 27, 2021;
(x) Copy of the Report of the Audit Committee of the Transferee Company dated August 27, 2021;
(xi) Copies of the resolutions dated August 27, 2021 passed by the respective Board of Directors of the Transferor Company and the Transferee Company, approving the Scheme;
(xii) Copies of the statutory auditors' certificates dated August 27, 2021 issued by K.R.Aggarwal & Associates, Chartered Accountants to the Transferee Company;
(xiii) Copies of Observation Letters issued to the Transferee Company by National Stock Exchange of India Limited on November 26, 2021 and BSE Limited on November 26, 2021 ;
(xiv) Copies of the Reports adopted by the Board of Directors of the Transferor Company and the Transferee Company, respectively pursuant to provision of Section 232(2)© of the Companies Act, 2013;
(xv) Such other information or documents as the Board of Directors or management of the Transferee Company believes necessary and relevant for making decision for or against the Scheme.

This explanatory statement is made under Section 230(3), 232(1) and (2)and 102 of the Companies Act, 2013 read with Rule 6 of the Companies(Compromises, Arrangements and Amalgamations) Rules, 2016. A copy of the Scheme and explanatory statement may be obtained from the registered office of Nahar Industrial Enterprises Limited / downloaded from the website of Nahar Industrial Enterprises Limited www.owmnahar.com under the 'Investor Services' segment.

For Nahar Industrial Enterprises Limited Sd/Place : Ludhiana Mukesh Sood Date: April 11, 2022 Company Secretary

Annexure I

SCHEME OF ARRANGEMENT FOR AMALGAMATION

UNDER SECTIONS 230 – 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

BETWEEN

NAHAR INDUSTRIAL ENTERPRISES LIMITED

AND

COTTON COUNTY RETAIL LIMITED

AND THEIR SHAREHOLDERS AND CREDITORS

1. DESCRIPTION OF COMPANIES

1.1 NAHAR INDUSTRIAL ENTERPRISES LIMITED {NIEL/TRANSFEREE COMPANY/ AMALGAMATED COMPANY} NIEL was incorporated on 27th September, 1983 as a Public Limited company under the Companies Act, 1956 with the Registrar of Companies, Delhi and Haryana at New Delhi. The name of the company was changed to Nahar Industrial Enterprises Limited w.e.f. 21st October, 1994. The registered office of the Company was changed from NCT of Delhi to the State of Punjab w.e.f. 31st May, 1996. NIEL is having its registered office at Focal Point, Ludhiana – 141010. The Corporate Identification Number (CIN) of the Company is L15143PB1983PLC018321. NIEL is a Listed Company and equity shares of the company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. NIEL is a vertically integrated textile company engaged in the manufacture of cotton/ blended and dyed yarn, greige and processed fabrics. Besides Textiles, NIEL is also engaged in the manufacture of sugar.

1.2 COTTON COUNTY RETAIL LIMITED (CCRL / TRANSFEROR COMPANY/AMALGAMATING COMPANY) CCRL was originally incorporated as Creative Textrade Private Limited on 5.11.2001. The name of the company was changed to Nahar Retail Limited on 16.10.2006 and Cotton County Retail Limited w.e.f. 16.5.2008. The Corporate Identification Number (CIN) of the company is U51311PB2001PLC024753. CCRL is having its registered office at the Premises of Nahar Industrial Enterprises Ltd., Focal Point, Ludhiana –141010. CCRL is an unlisted public Company and an Associate Company of the Transferee company.

2. RATIONALE OF THE SCHEME OF ARRANGEMENT

2.1 Both Transferor and Transferee Company belong to same promoter Group. The Transferor Company was engaged in the business of manufacturing and retailing of readymade garments. The Transferor Company used to procure its major raw material i.e. fabrics from Transferee Company. The retailing business of the Transferor company was doing well and the products of the company were widely accepted. The Transferor Company started incurring losses from FY ended 2012 due to stiff competition and non-viability of operations and slowly closed down its business of manufacturing and retailing of garments in FY 2019-20. Transferee Company is holding 47.66% equity shareholding in the Transferor Company and the balance equity shares of Transferor Company are being held by Promoters of the Transferee Company. Since the business of manufacturing and retailing of garments of Transferor Company have been totally closed therefore, it has been thought proper to merge Transferor Company having surplus funds presently invested in the form of preference shares in Transferee Company. In this Scheme of amalgamation, the 47.66% of equity shareholding in the Transferor Company held by the Transferee Company would be cancelled without further application, act or deed. Upon the scheme becoming effective and as a consideration for the amalgamation of Transferor Company, the Transferee Company would issue equity shares to the equity shareholders

of the Transferor Company in the manner stated in the scheme. This scheme would also enable the Transferee Company to finish its liabilities against the funds invested by Transferor Company in the form of preference shares. While conceiving this scheme it has also perused that there are no accumulated business losses of Transferor Company to be paid-off.

2.2 With proposed amalgamation the funds invested by Transferor Company would remain with Transferee Company, it would help the Transferee Company to face current and future challenges in a better way. The Transferee Company's holding of 47.66% in Transferor Company will be extinguished and in lieu of the funds invested by the Transferor Company only 52.34% will be acknowledged by the Transferee Company by issuing the fresh equity shares to that extent. The Net worth of Transferor Company as on 31.12.2020 is Rs. 80.40 Crores as against the total face value of equity share capital of Rs. 21.46 Crores. Thus from all angle it is a win-win situation for Transferee Company.
2.3 Simplified management structures belong to better administration and reduction in costs from more focused operational efforts, reduction in multiplicity of legal and regulatory compliance and rationalization of administrative expenses. By virtue of proposed amalgamation of Transferor Company in Transferee Company, the operation of both companies shall be brought under a single control.
2.4 The Board of Directors of Transferor Company and Transferee Company are of opinion that the proposed arrangement for amalgamation would be advantageous and beneficial to the shareholders and other stakeholders of both companies. The Scheme would not be prejudicial to the interest of Creditors (secured and unsecured) of any of the companies.

PARTS OF THE SCHEME OF ARRANGEMENT

PART A DEFINITIONS

PART B SHARE CAPITAL

PART C AMALGAMATION OF CCRL (TRANSFEROR COMPANY) WITH NIEL (TRANSFEREE COMPANY)

PART D REORGANIZATION OF SHARE CAPITAL

PART E GENERAL CLAUSES, TERMS AND CONDITIONS

PART A

3. DEFINITIONS:

In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the following meanings:

3.1 “Act” or “The Act” means the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules 2016 and other applicable rules and regulations, for the time being in force, if any including any statutory modification(s) or re-enactment(s) thereof.
3.2 “Appointed Date” means the commencement of business on 1st day of April, 2021 and is the date

with effect from which the Scheme of Arrangement shall be applicable and effective for all purpose.

3.3 “Board of Directors” or “Board” means the Board of Directors of the Transferor Company or the Transferee Company, as the case may be, and shall include a duly constituted committee thereof.
3.4 “Effective Date” means the date on which the certified copy of the Order of the National Company Law Tribunal, Chandigarh bench sanctioning the scheme is filed with the Registrar of Companies, Punjab and Chandigarh. Any reference in the Scheme to the words “upon the Scheme becoming effective” or “effectiveness of the Scheme” shall mean “Effective date”.
3.5 “Governmental Authority” means any applicable Central, State or Local Government, legislative body, regulatory or administrative authority, agency or commission or any, tribunal, board, bureau or instrumentality thereof or arbitration or arbitral body having jurisdiction.
3.6 “Income Tax Act, 1961” means the Income Tax Act, 1961 including any statutory modification, reenactment or amendments thereof for the time being in force.
3.7 “Law” or “Applicable Law” includes all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any government, statutory authority, tribunal, board, court of India or any other country or jurisdiction as may be applicable.
3.8 “ROC” means the Registrar of Companies, Punjab & Chandigarh.
3.9 “Scheme” or “the Scheme of Arrangement” or “this Scheme” means the Scheme of Arrangement for Amalgamation of the Transferor Company with the Transferee Company and vesting of the same in Nahar Industrial Enterprises Limited as contained herein, duly approved by the Board of Directors of respective Companies, and / or as sanctioned by the Tribunal as the case may be, with or without any alterations / modifications.
3.10 “SEBI” means the Securities and Exchange Board of India established under the Securities & Exchange Board of India Act, 1992.
3.11 “SEBI circular” means the Circular No. CFD/DIL3/CIR/2017/21 dated 10th Mach, 2017 as modified by Circular No. CFD/DIL3/CIR/2017/26 dated 23rd March, 2017, modified by Circular No. CFD/DIL3/CIR/2018/2 dated 3rd January, 2018, modified by Circular No. SEBI/HO/CFD/DIL1/CIR/P/2019/192 dated 12th September, 2019 and as also modified by Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/215 dated 3rd November, 2020 and all other applicable circulars and regulations issued by SEBI in this respect.
3.12 “Transferor Company” or “Amalgamating Company” means Cotton County Retail Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at Premises of Nahar Industrial Enterprises Limited, Focal Point, Ludhiana – 141010, Punjab.
3.13 “Transferee Company” or “Amalgamated Company” means Nahar Industrial Enterprises Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at Focal Point, Ludhiana – 141010, Punjab
3.14 “Tribunal” means the National Company Law Tribunal, Chandigarh bench having jurisdiction over amalgamated company and amalgamating company.
3.15 “Tax” or “Taxes” (including with correlative meaning the terms Tax and Taxes) means any and all taxes (direct or indirect). Surcharge, cess, duties, impositions imposed by any Government or Governmental authority, including without limitation taxes based upon or measured by gross receipts, income, profits, sales and value added services, Goods & Services Tax (GST), whether CGST, SGST, IGST, withholding taxes, payroll, excise and property taxes, stamp duty, registration fees, together with all interest, penalties with respect to such amounts.

3.16 Undertaking of the Transferor Company” means the undertaking and business of the Transferor Company on a going concern basis and shall mean and include, without limitation :-
a. All assets whether movable or immovable, tangible or intangible, including all rights, title, interest, covenant, undertakings, including continuing rights, title and interest in connection with the land and the buildings thereon, whether leasehold or otherwise, plant and machinery, whether leased or otherwise, together with all present and future liability including contingent liabilities and debts relating to Transferor Company.
b. All loans and advances, including accrued interest thereon relating to Transferor Company.
c. All debts, borrowings and liabilities, including contingent liabilities, present or future, whether secured or unsecured relating to Transferor Company.
d. All permits, quotas, rights, entitlements, licenses, tenancies, offices and depots, trademarks including brand names, patents, copyrights, domain names, privileges, and benefits of all contracts, agreements and other rights including lease rights, licenses, powers and facilities of every kind and description relating to Transferor Company.
e. All agreements, contracts, arrangements, understandings, engagements, deeds and instruments and all rights, title, interest, claims and benefits there under of the Transferor Company.
f. All employees at their respective offices, branches, depots, shops at their current terms and conditions relating to Transferor Company.
g. All cash and bank balances, earnest monies and/or security deposits or other entitlements in connection with or relating to the Transferor Company.
h. All records, file papers, product specifications and process information, computer programs, drawings, manuals, data catalogues, sales and advertising materials, lists of present and former customers and suppliers, customers' credit information, customer pricing information and other records in connection with or in relation to the Transferor Company.
i. All present and future liabilities (including contingent liabilities) and shall include any obligations under any licenses, or permits.

The expressions, which are used in this Scheme and not defined in this Scheme shall, unless repugnant or contrary to the context or meaning hereof, have the same meaning ascribed to them under the Act, the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 (including the Regulations made there under), the Depositories Act, 1996 and other Applicable Laws, rules, regulations, by-laws, as the case may be, including any statutory modification or re-enactment thereof, from time to time

PART B

4. SHARE CAPITAL

4.1 The Share Capital of NIEL as on 31.03.2021 is as under:-

Particulars Amount (Rs.)

Authorized Share Capital

i) 5,00,00,000 Equity Shares of Rs. 10/- each 50,00,00,000 ii) 1,25,00,000 – 5.5% Non-Convertible Non-Cumulative Redeemable 125,00,00,000 Preference Shares of Rs. 100/- each

Total

175,00,00,000

Issued, Subscribed and Paid Up Capital

i) 3,98,35,141 Equity Shares of Rs. 10/- each 39, 83,51,410 Add: Shares Forfeited Account (amount originally paid up) 19,91,343
ii) 1,16,20,000 – 5.5% Non-Convertible Non-Cumulative Redeemable 116,20,00,000 Preference Shares of Rs. 100/- each

Total 156,23,42,753

Subsequent to the above date and till the date of the Scheme being approved by the Board of Directors of the Transferee Company, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Transferee Company. The equity shares of the Company are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.

4.2 The Share Capital of CCRL as on 31.03.2021 is as under:-

The Share Capital of CCRL as on 31.03.2021 is as under:-
Particulars	Amount (Rs.)
Authorized Share Capital
3,05,00,000 Equity Shares of Rs. 10/- each	30,50,00,000
Total	30,50,00,000
Issued, Subscribed and Paid up Capital
2,14,63,240 Equity Shares of Rs. 10/- each	21,46,32,400
Total	21,46,32,400

Subsequent to the above date and till the date of the Scheme being approved by the Board of Directors of the Transferee Company, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Transferor Company. The equity shares of CCRL are not listed on any stock exchange.

PART C

AMALGAMATION OF TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

The scheme means the Scheme of Arrangement which provides for amalgamation of the Transferor company (CCRL) with the Transferee company (NIEL) in accordance with section 230 to 232 of the Companies Act, 2013 and /or other relevant provisions of the Act in its present form or with such modifications as may be made and/or directed by the National Company Law Tribunal, Chandigarh Bench.

6. TRANSFER AND VESTING OF THE UNDERTAKING

6.1 With effect from the Appointed Date and upon the Scheme becoming effective, the Undertaking and Business of the Transferor company (including all the assets of the Transferor Company)
6.1.1 as are movable in nature, or tangible property or otherwise capable of being transferred by manual delivery / endorsement and delivery subject to all charges, if any, affecting the same or any part thereof as on the Appointed Date;
6.1.2 all its properties, assets, rights, benefits and the interests therein; and
6.1.3 all immovable properties including land together with buildings and documents of title / rights and easements in relation thereto;

shall without any further instrument, act or deed, stand transferred to the Transferee company pursuant to Sections 230 to 232 of the Act and be vested in and / or be deemed to have been vested in the Transferee Company.

6.2 All assets and liabilities along with debts, obligations and duties of the Transferor Company as on the Appointed Date, whether or not included in the books of the Transferor Company, shall be deemed to be and shall become the assets, liabilities, debts, obligations and duties of the Transferee Company and all assets and properties which are acquired by the Transferor Company on or after the Appointed Date but prior to the Effective Date shall be deemed to be and shall become the assets and properties of the Transferee Company and shall under the provisions of Section 230 to 232 and all other applicable provisions, if any of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company upon coming into effect of this Scheme pursuant to the provision of the Act.
6.3 For the purpose of the Scheme, the business of Transferor company shall include:
6.3.1 All the assets of Transferor company immediately before amalgamation;
6.3.2 All the liabilities of Transferor company immediately before amalgamation.
6.4 Without prejudice to the generality of the foregoing clauses hereof, the said business and undertaking shall include all properties, rights, claims whatsoever of the Transferor company and its entire undertakings, authorities, privileges, industrial and other licenses and rights in respect of the properties, both movable and immovable, lease, tenancy rights and other assets of whatsoever nature including patent rights, brands and trademarks (registered and unregistered) along with all rights of commercial nature including attached goodwill, title, interest, labels and other industrial or intellectual property rights of any nature whatsoever and howsoever named, registrations, approvals, clearances, fittings and fixtures, telephones, telex, other communications, fax connections, cash balances, reserves, security deposits, refunds, outstanding balances, stocks, investments, contracts, agreements and other rights and interest of all description in or arising out of such properties as may belong to or be in possession of the Transferor company and all books of account, documents and records relating thereto, but subject to all charges affecting the same. Provided always that the Scheme shall not operate to enlarge the security for any loan, deposit or facility created by or available to the Transferor company which shall vest in the Transferee company by virtue of the amalgamation and the Transferee company shall not be obliged to create any further or additional security thereof after the amalgamation has become effective or otherwise.
6.5 Any guarantee / letter of comfort / commitment letter given by Government or any Company, agency or bank in favour of the Transferor Company with regard to any loan or financial assistance shall continue to be operative in relation to the Transferee Company.
6.6 The Transferee Company shall be entitled to the benefit of all insurance policies which have been issued in respect of the Transferor Company and the name of the Transferee Company shall be substituted as “Insured” in the policies, as if the Transferee Company was initially a party.
6.7 With effect from the Appointed Date and up to the Scheme becoming effective, any statutory licenses, permission, approval, exemption schemes, or consents required to carry on operations in the Transferor Company, shall be appropriately mutated by the statutory authorities concerned therewith in favour of the Transferee Company. The benefits of all statutory and regulatory permissions, licenses, environmental approvals and consents including the statutory licenses, permissions or approvals or consents required to carry on the operations of the Transferor Company shall vest in and become available to the Transferee Company pursuant to the scheme.
6.8 All the liabilities, debts, obligations and duties of the Transferor company shall stand transferred to the Transferee company with effect from the Appointed Date without any further instrument, act or deed in accordance with section 232 of the Act, so as to become the liabilities, debts, obligations and duties of the Transferee company.

6.9 The Securities Premium Account, Capital Redemption Reserve Account, General Reserve Account, Surplus and any other reserves as on the Appointed Date, in the Balance Sheet of the Transferor company shall become the Securities Premium Account, Capital Redemption Reserve Account, General Reserve Account, Surplus and any other reserves of the Transferee company.
6.10 With effect from the Appointed Date and upon the Scheme becoming effective, the unabsorbed depreciation and unabsorbed accumulated losses, as reflected in the Balance Sheet and as determined under Income Tax Act of the Transferor company, shall be treated as unabsorbed depreciation and unabsorbed accumulated losses of the Transferee company and subject to the provisions of section 72A of the Income Tax Act, 1961 the Transferee company shall be entitled to set off and / or carry forward such unabsorbed depreciation and unabsorbed accumulated losses.

7. CONTRACTS, DEEDS, BONDS AND OTHER INSTRUMENTS

Upon coming into effect of this Scheme and subject to the provisions of the Scheme, all memorandum of understanding, contracts, schemes, assurances, licenses, insurance policies, guarantees, deeds, bonds, agreements, arrangements and other instruments of whatever nature to which the Transferor Company is a party or to be benefits to which the Transferor Company may be eligible and which are subsisting or having effect immediately before the Effective Date, shall continue in full force and effect against or in favour of the Transferee Company as the case may be, and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or oblige or obligor thereto. The Transferee Company shall, if so required or becomes necessary, upon coming into effect of this Scheme enter into and / or issue and / or execute deeds, writings or confirmations to give effect to the provisions in this Clause.

8. TRANSFEROR COMPANY'S STAFF, WORKMEN AND EMPLOYEES

All the staff, workmen and employees in the service of the Transferor company, immediately before the transfer of the undertaking/business under the Scheme, shall become the staff, workmen and employees of the Transferee company on the basis that:

8.1 Their services shall be continued and shall not be interrupted by reason of the transfer of the
undertaking/business.
8.2 The terms and conditions of service applicable to the said staff, workmen and employees after such transfer shall not in any way be less favorable to them than those applicable to them immediately before the transfer.
8.3 It is expressly provided that as far the Provident Fund, Gratuity Fund or any other Special Fund created or existing for the benefit of the staff, workmen and employees of the Transferor company are concerned, upon the Scheme becoming effective, the Transferee company shall stand substituted for the Transferor company for all purposes whatsoever related to the administration or operation of such funds or in relation to the obligation to make contributions to the said funds in accordance with the provisions of such funds as per the terms provided in the respective trust deeds. It is the aim and intent that all the rights, duties, powers and obligations of the Transferor company in relation to such funds shall become those of the Transferee company.

It is further clarified that the services of the employees of the Transferor company shall be treated as having been continuous for the purpose of the aforesaid funds or provisions.

9. LEGAL PROCEEDINGS

With effect from the Appointed Date and upon the Scheme becoming effective, the Transferee Company undertakes to have, such legal quasi judicial or other suit, appeal or other proceedings of whatever nature initiated by or against the Transferor company, transferred in its name and to have the same continued,

prosecuted and enforced by or against the Transferee company. Any proceeding that may be taken after the Appointed Date for any other matter or cause of action concerning the Transferor company before the Effective Date shall also be taken by or against the Transferee company.

The Transferee Company further undertakes to pay all such amounts including interest, penalties, damages etc. which the Transferor Company may be called upon to pay to secure in respect of any liability or obligation relating to the Transferor Company for the period up to the Effective Date.

10. CONDUCT OF BUSINESS BY TRANSFEROR COMPANY TILL EFFECTIVE DATE

10.1 With effect from the Appointed Date and up to the Effective Date, the Transferor company:-
10.1.1 shall carry on and be deemed to carry on all its business and activities and stand possessed of its properties and assets for and on account of and in trust for the Transferee company and all the profits accruing to the Transferor company or losses arising or incurred by the Transferor company shall for all purposes be treated as the profits or losses of the Transferee company, as the case may be;
10.1.2 hereby undertake to carry on its business until the Effective Date with reasonable diligence and shall not without the written consent of the Transferee company alienate, charge or otherwise deal with the said undertaking or any part thereof except in the ordinary course of its business;
10.1.3 shall not vary the terms and conditions of the employment of its employees except in the ordinary course of business;
10.1.4 shall not, without the written consent of the Transferee company, undertake any new business, issue further shares or declare any dividend.

11. DIVIDEND

11.1 Dividends (interim and/or final) in respect of the period commencing from the Appointed Date until the Effective Date may be declared or paid by the Transferor Company with the prior consent of the Transferee Company.
11.2 It is clarified, however, that the aforesaid provision in respect of declaration of dividend is an enabling provision only and shall not be deemed to confer any right on any member of the Transferor Company to demand or claim any dividend, which shall be entirely at the discretion of the Board of Directors of both the Transferor Company and the Transferee Company, subject to the provisions of the Act.

12. COMPLIANCE OF LAWS

12.1 This Scheme is presented and drawn up to comply with the provisions / requirements of Sections 230-232 and other applicable provisions of the Act, for the purpose of amalgamation of the Transferor Company with the Transferee Company.
12.2 The Scheme does not in any manner violate, override or circumscribe the provisions of the Securities Laws i.e. SEBI Act, 1992, Securities Contract (Regulation) Act, 1956, Depositories Act, 1996, Companies Act, 2013 or requirement of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
12.3 The amalgamation of Transferor Company with the Transferee Company in accordance with this Scheme will be in compliance of with the provisions of section 2(1B) and other relevant sections of the Income Tax Act, 1961. If any terms or provisions of the Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the aforesaid provisions of the Income Tax Act, 1961 shall prevail. The Scheme shall then stand

modified to the extent determined necessary to comply with the said provisions. Such modification(s) will however not affect other clauses of the Scheme. The power to make such amendments as may become necessary shall vest with the Board of Directors of the Transferor Company and the Transferee Company, which power shall be exercised reasonably in the best interests of the companies concerned and their stakeholders.

12.4 The scheme shall be in compliance with the applicable SEBI Guidelines including particularly the Circular No. CFD/DIL3/CIR/2017/21 dated 10th Mach, 2017 and subsequent amendments thereof. The Scheme being approved by the shareholders of the Transferee Company by way of e- voting in terms of Para 9 of the SEBI Circular dated 10th March, 2017 and the scheme shall be acted upon only if votes cast by public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.

13. SAVING OF CONCLUDED TRANSACTIONS

Subject to the terms of this Scheme, the transfer and vesting of the properties, assets and liabilities of the Transferor Company and the continuance of proceedings by or against the Transferor Company shall not affect any transactions or proceedings already concluded by the Transferor Company on or before the Appointed Date or concluded after the Appointed Date till the Effective Date, to the end and intend that the Transferee Company accepts and adopts all acts, deeds and things made, done and executed by the Transferor Company as acts, deeds and things made, done and executed by or on behalf of the Transferee Company.

14. TRANSFEROR COMPANY'S DIRECTORS

All the directors of the Transferor company shall cease to be directors of the Transferor company on the Effective Date without affecting their rights as shareholder, if any, in the Transferor company. However, if any such director is a director of the Transferee company, he/she would continue to hold his/her office in the Transferee company as per the terms of his/her appointment in the Transferee Company.

15. CONSIDERATION/ISSUE OF SHARES

15.1 Upon the Scheme of Arrangement coming into effect, the Transferee Company shall in consideration of the amalgamation issue and allot to the members of the Transferor Company, holding fully paid-up Equity Shares in the Transferor Company and whose names appear in the Register of Members of the Transferor Company on the Record Date, equity shares of the Transferee Company. The equity shares held by the Transferee Company either directly or through its Nominees, in the share capital of the Transferor Company as on the Effective Date shall stand cancelled as per provisions of law.

The equity shares shall be allotted to the members of Transferor Company, as per the ratio determined by the valuation experts, registered as a valuer, namely Mr. Pankaj Bhalla, Chartered Accountant, a Registered Valuer (IBBI Registration No. IBBI/RV/06/ 2020/13265), as specified in section 247 of the Companies Act, 2013 read with applicable Rules. As per the valuation report, members of the Transferor Company shall be allotted 3 (Three) Equity Shares in Transferee Company of Rs. 10 each credited as fully paid-up for every 10 (Ten) Equity shares of Rs. 10 each fully paid-up held by such member in Transferor Company.

15.2 All mandates or other instructions in force at the close of business on the Effective Date relating to the shares of the Transferor Company shall, unless and until revoked, be deemed to be valid and subsisting mandates or instructions to the Transferee Company in relation to the corresponding Shares of the Transferee Company to be issued and allotted pursuant to the Scheme.
15.3 No coupons shall be issued in respect of fractional entitlements, if any, by the Transferee Company, to the Equity Shareholders of the Transferor Company at the time of issue and allotment of equity

shares pursuant to the clause 15.1 above. In case any shareholder' holding in the Transferor Company is such that the shareholder becomes entitled, pursuant to the scheme, to a fraction of equity share of the Transferee Company, the Transferee Company shall round off the said entitlement to the nearest integer and allot equity shares accordingly.

15.4 The new equity shares shall be issued only in Dematerialized form to be credited to the demat account as may be notified by the Equity Shareholders of the Transferor Company. The new equity shares of the Transferee Company shall be listed on the BSE Limited and National Stock Exchange of India Limited, on which the shares of the Transferee Company are listed as on the Effective Date. The Transferee Company shall enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said stock exchanges.
15.5 The shares to be issued and allotted as above by the Transferee Company to the members of Transferor Company shall rank pari-passu in all respects with the existing shares held by the members of the Transferee Company.
15.6 Upon the approval of the Scheme by the members of the Transferor Company and the members of the Transferee Company pursuant to Section 230-232 of the Act, it shall be deemed that the said members have also accorded all relevant consents under sections 13, 14, 42, 61 and 62 of the Act and any other relevant and applicable provisions of the Act for the issue and allotment of new equity shares by Transferee Company as provided in this Scheme.

16. ACCOUNTING TREATMENT IN THE BOOKS OF NIEL IN CASE OF AMALGAMATION

With effect from the Appointed Date and Pursuant to this scheme coming into effect, the Transferee Company shall account for the amalgamation of the Transferor Company in its books as prescribed for the Pooling of Interest Method under Ind AS103 Business Combination as notified under the Companies (Indian Accounting Standard) Rules,2015 in the following manner :-

16.1 all the assets and liabilities recorded in the books of the Transferor Company shall stand transferred to and vested in the Transferee Company pursuant to the Scheme and shall be recorded by the Transferee Company at their respective book value as appearing in the books of the Transferor company.
16.2 the reserves both capital and revenue, of the Transferor Company, will be merged with those of the Transferee Company, if the same form as they appear in the financial statements of the Transferor Company subject to any corrections or adjustments as may in the opinion of the Board of Directors of the Transferee Company be required.
16.3 upon coming into effect of this scheme, any inter-company investment(s) in the books of Transferor Company and Transferee Company, representing shares both including equity and preference, of Transferor Company or Transferee Company will stand cancelled and no shares or consideration shall be issued by the Transferee Company in respect of such cancelled shares.
16.4 All Inter-company payables, receivables (including loans advances), other obligations and balances, if any, between the Transferee Company and the Transferor Company inter-se shall stand cancelled. NIEL shall accordingly not record any of such payables, receivables and balances in its books.
16.5 The difference between the book value of assets and liabilities and the reserves and after considering the cancellation of inter-se loan/advances payable or receivable or investment, if any as mentioned above, shall be adjusted from the capital reserve account of Transferee Company.
16.6 In case of any difference in accounting policy between the Transferor Company and the Transferee

Company, the impact of the same till the amalgamation will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy.

16.7 The Transferee Company is expressly permitted to revise Transferor Company's Income Tax returns, GST returns, and Service Tax returns, issue TDS certificates and the right to claim refund of Income Tax, advance income tax credits, and adjust excess Service Tax etc. upon this Scheme becoming effective.
16.8 On the Scheme becoming effective, the Transferee Company shall account for the amalgamation in its books as per Accounting prescribed under the Accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under section 133 of the Act and other provisions and matters relating thereto contained in the laws relating to accounting treatment of Companies.
16.9 In giving effect to the accounting treatment as per the Scheme of Amalgamation in the books of the Transferee Company, it shall comply with the provisions of the Income Tax Act, 1961.
16.10 Notwithstanding the above, The Board of Directors of the Transferee Company in consultations with its statutory auditors, is authorised to record assets, liabilities and reserves and surplus in compliance with prevailing Accounting Standards notified under the Companies Act, 2013.

17. DISSOUTION OF TRANSFEROR COMPANY

17.1 On the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound up;
17.2 On and with effect from the Effective Date, the name of the Transferor Company shall be struck off from the records of the ROC. The Transferee Company shall make necessary filings in this regard.

PART D

18. REORGANIZATION OF SHARE CAPITAL

18.1 In view of the amalgamation of the Transferor Company with Transferee Company as envisaged in the part B of the scheme and as an integral part of the Scheme, the share capital of NIEL shall be reorganized in the manner as set out in this part of the scheme.
18.2 Upon the Scheme becoming effective, the entire authorized share capital of the Transferor Company amounting to Rs. 30,50,00,000 shall be consolidated and vested in and be merged with the authorized share capital of the Transferee company without any further act, instrument or deed by the Transferee Company and without any liability for payment of any additional fees (including fees and charges to the relevant Registrar of Companies) or stamp duty in respect of such increase as the stamp duty and fees have already been paid by the Transferor Company on such authorised capital and benefits which stands vested in the Transferee Company pursuant to the scheme becoming effective on the Effective Date.

18.3 EXTINGUISHMENT OF PREFERENCE SHARES (NCNCRPS)

18.3.1 CCRL /(Transferor company) is holding 76, 20,000 - 5.5% Non-cumulative Non-convertible redeemable preference shares (NCNCRPS) of Rs. 100/- each in NIEL /(Transferee company). Upon the scheme becoming effective, in view of amalgamation of Transferor company with Transferee company all NCNCRPS held by CCRL in NIEL shall be extinguished or shall be deemed to be extinguished by the Transferee Company without any further act, instrument or deed.
18.3.2 Upon the Scheme becoming effective, the subscribed and paid up preference share capital of

Transferee Company to the extent held by the Transferor Company shall stand extinguished, without any payment of consideration or any other distribution to the Transferor Company pursuant to the amalgamation of Transferor Company with Transferee Company.

18.3.3 Pursuant to the extinguishment of the Preference Shares as stated above, any arrears of dividend on the preference shares or any other liability, whether present or contingent, of the Transferee Company pertaining to the NCNCRPS shall upon the Scheme being effective, abate and there shall be no liability of the Transferee Company in respect of the NCNCRPS so extinguished.
18.3.4 The extinguishment of preference shares by the Transferee Company shall be effected as an integral part of this scheme itself, without having to follow the process under section 66 of the Act separately, and order of the Tribunal sanctioning the scheme of Arrangement under section 230-232 of the Act shall be deemed to be order under section 66 of the Act confirming the extinguishment of 76,20,000 - 5.5% Non-cumulative non-convertible redeemable preference shares held by the Transferor company in the Transferee Company. This Scheme as proposed and upon sanction by the NCLT shall constitute a single window clearance and shall be deemed to be sufficient for extinguishment of preference share capital.
18.3.5 Notwithstanding the extinguishment / cancellation of the preference share Capital by the Transferee Company, the Transferee Company is not required to add “And reduced” as suffix to its name.
18.3.6 The Transferor and Transferee company submits that the proposed cancellation and extinguishment of preference share capital is in conformity with and does not violate or circumscribe any provision of the Act.
18.4 It is hereby clarified that this Scheme as proposed and upon sanction by the NCLT shall constitute a single window clearance pursuant to section 230-232 of the Act and shall be deemed to be sufficient for effecting the increase of the Authorized Share Capital, extinguishment / cancellation of NCNCRPS and reclassification of Authorised Capital of the Transferee Company as mentioned below without further act, instrument or deed and further resolution whether under section 13, 14, 61, 62 and 66 or any other applicable provisions of the Act. Upon this scheme coming into effect, the Transferee Company shall, if required file the necessary documents/intimations as per the provisions of the Act with ROC or any other applicable authority to record the aforesaid changes in the Share Capital of the company.
18.5 Clause V of the Memorandum of Association of the Transferee Company shall, without any further act, instrument or deed, be and stand altered, modified, re-classified and amended, in the manner set out below:

“The authorized share capital of the company is Rs. 205,50,00,000/- divided into 10,00,00,000 equity shares of Rs. 10/- each and 1,05,50,000 – 5.5% Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs. 100/- each. The company has power from time to time to increase or to reduce or re-classify its capital and divide the shares into several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions and to vary, modify or abrogate any such rights, privileges or conditions and to purchase / buy-back any of its own fully paid / partly paid shares for cancellation or otherwise in such manner as may be permitted by the Companies Act, 2013 or provided by the regulations of the company for the time being in force.”

18.6 Article 4 of the ARTICLES OF ASSOCIATION of the Company shall be amended, re-classified and replaced with the following Articles:-

“The authorised Share Capital of the company is Rs. 205,50,00,000/- divided into 10,00,00,000 equity shares of Rs.10/- each and 1,05,50,000 – 5.5% Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs. 100/- each. The company has power from time to time to increase or to reduce its capital and divide the shares in the new capital into several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 2013 or provided by the regulations of the company for the time being in force.”

GENERAL TERMS AND CONDITIONS APPLICABLE TO SCHEME

19. APPLICATION

The Transferor Company and the Transferee Company shall:-

19.1 make applications to the Tribunal under Sections 230 to 232 of the Act, and other applicable provisions of the Act, seeking orders for dispensing with or convening, holding and conducting of the meetings of their respective members and/ or creditors and for sanctioning this Scheme and for consequent dissolution of the Transferor Company without winding up, with such modifications as may be approved by the Tribunal.
19.2 upon this Scheme being approved by the requisite majority of the respective members and/ or creditors of the Transferor Company and the Transferee Company, both the Transferor Company and the Transferee Company shall apply to the Tribunal, seeking approval for sanction of this Scheme under Sections 230 to 232 and other applicable provisions of the Act, and for such other order or orders, as the said Tribunal may deem fit, for carrying this Scheme into effect.
19.3 also apply for such other approvals as may be required under law, if any, for bringing the Scheme into effect. Further, the Transferor Company and the Transferee Company shall be entitled to take such other steps as may be necessary or expedient to give full and formal effect to the provisions of this Scheme.

20. APPROVALS AND MODIFICATIONS

The Transferor Company and the Transferee Company (by their respective Board of Directors or such other person or persons, as the respective Board of Directors may authorize) are empowered and authorized:-

20.1 To assent from time to time to any modifications or amendments or substitutions of the Scheme or of any conditions or limitations, which the Tribunal may deem fit to approve or direct or as may be otherwise deemed expedient or necessary by the respective Board of Directors, as being in the best interest of the said companies and their shareholder.
20.2 To settle all doubts or difficulties that may arise in carrying out the Scheme; to give their approval to all such matters and things, as is contemplated or required to be given by them in terms of this Scheme; and to do and execute all other acts, deeds, matters and things necessary, desirable or proper for putting the Scheme into effect.
20.3 Upon this Scheme becoming effective, the respective shareholders of the Transferor Company and the Transferee Company shall be deemed to have also accorded their approval under all relevant provisions of the Act for giving effect to the provisions contained in this Scheme

Without prejudice to the generality of the foregoing scheme, the Transferor Company and the Transferee Company (by their respective Board of Directors or such other person or persons, as the respective Board of Directors may authorize), shall each be at liberty to withdraw from this Scheme, in case any condition or alteration imposed by any authority is unacceptable to them or as may otherwise be deemed expedient or

necessary.

21. SCHEME CONDITIONAL UPON APPROVALS/ SANCTIONS

The Scheme is conditional upon and subject to the approval by the requisite majorities of the various classes of the members and creditors (where applicable) of the Transferor Company and the Transferee Company, as required under the Companies Act,2013 and SEBI Circular, subject to any dispensation that may be granted by the Tribunal.

Accordingly, the Scheme although operative from the respective Appointed Date as specified herein, shall become effective, pursuant to the filing of certified copies of the order sanctioning the same with the Registrar of Companies by the Transferor Company and the Transferee Company.

22. COSTS, CHARGES AND EXPENSES

All costs, charges and expenses, in connection with the Scheme, arising out of or incurred in carrying out and implementing the Scheme and matters incidental thereto, shall be borne and paid by the Transferee Company.

23. EFFECT OF NON RECEIPT OF APPROVALS/ SANCTIONS

In the event of any of the said sanctions and approvals referred to above not being obtained from the Tribunal, the Scheme shall become null and void; stand revoked, cancelled and will be of no effect. And in that case, no rights and liabilities whatsoever shall accrue to or be incurred inter-se by the parties or their shareholders or creditors or employees or any other person. In such case cost of Amalgamation is to be equally borne by the Transferor and Transferee Company.

24. SEVERABILITY

If any part of this scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the mutual agreement of the Transferor Company and the Transferee Company, affect the validity or implementation of the other parts and / or the provisions of this Scheme.

25. DATE WHEN THE SCHEME COMES INTO OPERATION

The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the Tribunal, as the case may be, shall be operative from the Appointed Date, but shall be effective from the Effective date.

Annexure II

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Annexure III

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Annexure IV

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Annexure V

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Annexure VI

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Annexure VII

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Annexure VIII

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF NAHAR INDUSTRIAL ENTERPRISES LIMITED AT ITS MEETING HELD ON 27TH AUGUST, 2021 EXPLAINING THE EFFECTS OF THE SCHEME OF ARRANGEMENT FOR AMALGAMATION OF COTTON COUNTY RETAIL LIMITED WITH NAHAR INDUSTRIAL ENTERPRISES LIMITED ON EACH CLASS OF SHAREHOLDERS AND KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

A) Background of the proposed Scheme of Arrangement

1. In terms of Section 232(2) (c) of the Companies Act, 2013, a report from the Board of the Directors of the Company explaining the effect of the amalgamation on each class of shareholders, Key Managerial Personnel (KMP), Promoters and Non-promoter shareholders of the Company, setting out, inter-alia, the share exchange ratio, specifying any special valuation difficulties, if any, is required to be adopted by the Board. Such report is then required to be appended with the notice of the meeting of shareholders and creditors of the relevant companies, if ordered by the National Company Law Tribunal.

2. The scheme of Arrangement for Amalgamation ('Scheme') of Cotton County Retail Limited ('Transferor Company') with Nahar Industrial Enterprises Limited ('Transferee Company') and their respective shareholders and creditors as approved by the Board of Directors of the company at its meeting held on 20.03.2021 were filed with NSE and BSE on 12th April, 2021 in compliance of the then prevailing law as required under the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended from time to time, Regulation 37 of SEBI (LODR) Regulations, 2015 and other applicable provisions of the Companies Act, 2013. After waiting for the NOC from the stock exchanges for more than two months, SEBI directions were notified to the company by Stock Exchanges that financials of the unlisted company to be considered for the valuation purposes should not be older than three months while filing the same with the Exchange and if the existing share exchange ratio changes due to revised valuation, the revised valuation report and draft scheme along with other documents be submitted.

3. Accordingly in order to comply with the directions of SEBI, audited financials of the Transferor Company for the period ended on 31.07.2021 is considered for arriving at the value per share under 'Net Asset Value' approach. For Transferee Company, value per share under market approach method is determined considering the share price observed on NSE as prescribed under the SEBI (ICDR) Regulations, 2018 read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and Circular No. CFD/DIL1/CIR/P/2020/215 dated 3rd November, 2020.

4. Accordingly, this report of the Board is prepared to comply with the requirements of Section 232(2)© of the Companies Act, 2013. While deliberating and preparing this report on the Scheme, the Board, inter-alia, considered and took on record the following documents:

a) Proposed Scheme
b) Valuation Report dated 27.08.2021 issued by Mr. Pankaj Bhalla, Chartered Accountant, Registered Valuer (IBBI Registration No. IBBI/RV/06/2020/13265) for determination of share exchange ratio under the Scheme (“Valuation Report”).
c) Fairness Opinion dated 27.08.2021 of Master Capital Services Limited, a SEBI Registered Category-1 Merchant Banker, providing its opinion on the fairness of the valuation of shares (“Fairness Opinion”).
d) Certificate dated 27.08.2021 of M/s. K.R. Aggarwal & Associates, Chartered Accountants, Statutory Auditors of the Company, confirming that the accounting treatment contained in the proposed Scheme is in compliance with the SEBI (LODR) Regulations, 2015 and circulars issued

there under and all the applicable Accounting Standards notified by the Central Government under the Companies Act, 2013.

e) Report of the Audit Committee of the Company dated 27.08.2021 recommending the Scheme.
f) Report of the Committee of Independent Directors of the Company dated 27.08.2021 recommending the Scheme.

B) Effect of the proposed Scheme

(I) Shareholders

(a) Upon the Scheme of Arrangement coming into effect, the Transferee Company shall in consideration of the amalgamation, issue and allot to the members of the Transferor Company, holding fully paid-up Equity Shares in the Transferor Company and whose names appear in the Register of Members of the Transferor Company on the Record Date, equity shares of the Transferee Company. The equity shares held by the Transferee Company either directly or through its Nominees, in the share capital of the Transferor Company as on the Effective Date shall stand cancelled as per provisions of law.

(b) Upon the Scheme becoming effective, the entire authorized share capital of the Transferor Company amounting to Rs. 30,50,00,000 shall be consolidated and vested in and be merged with the authorized share capital of the Transferee company without any further act, instrument or deed by the Transferee Company and without any liability for payment of any additional fees (including fees and charges to the relevant Registrar of Companies) or stamp duty in respect of such increase as the stamp duty and fees have already been paid by the Transferor Company on such authorised capital and benefits which stands vested in the Transferee Company pursuant to the scheme becoming effective on the Effective Date.

(ii) Promoters

(a) Refer to point B(i) mentioned as above, for details regarding the effect on the shareholders. The promoters of the Company, subject to applicable laws, from time to time, shall continue to remain promoters after the scheme become effective.

(iii) Non Promoter shareholders

(a) Refer to point B(i) mentioned as above, for details regarding the effect on the shareholders. In this Scheme of amalgamation, the 47.66% of equity shareholding in the Transferor Company held by the Transferee Company would be cancelled without further application, act or deed. Upon the scheme becoming effective and as a consideration for the amalgamation of Transferor Company, the Transferee Company would issue equity shares to the equity shareholders of the Transferor Company in the manner stated in the scheme. This scheme would also enable the Transferee Company to finish its liabilities against the funds invested by Transferor Company in the form of preference shares. While conceiving this scheme it has also perused that there are no accumulated business losses of Transferor Company to be paid-off.
(b) With proposed amalgamation the funds invested by Transferor Company would remain with

Transferee Company, it would help the Transferee Company to face current and future challenges in a better way. The Transferee Company's holding of 47.66% in Transferor Company will be extinguished and in lieu of the funds invested by the Transferor Company only 52.34% will be acknowledged by the Transferee Company by issuing the fresh equity shares to that extent. The Net worth of Transferor Company as on 31.12.2020 is Rs. 80.40 Crores as against the total face value of equity share capital of Rs. 21.46 Crores. Thus from all angle it is a win-win situation for Transferee Company. The amalgamation will not affect any of the Non-promoter shareholders of the company.

(iv) Preference shareholders

The Transferor company is holding 76,20,000 - 5.5% Non-convertible Non-cumulative redeemable preference shares (NCNCRPS) of Rs. 100/- each in the Transferee company. Upon the scheme becoming effective, in view of amalgamation of Transferor company with Transferee company all NCNCRPS held by the Transferor Company in the Transferee Company shall be extinguished or shall be deemed to be extinguished by the Transferee Company without any further act, instrument or deed.

(v) Employees including Key Managerial Personnel

No rights of the staff or the employees of the company are being affected as a result of the proposed scheme.

(vi) Creditors

The Creditors of the Transferee Company will not be affected in any manner by the proposed scheme.

C) Adoption of the Report by the directors : The Board of Directors of the company have adopted this Report after considering this information set forth in this report. The Valuation Report has been obtained from Mr. Pankaj Bhalla, Chartered Accountant, Registered Valuer (IBBI Registration No. IBBI/RV/06/2020/13265) for determination of share exchange ratio under the Scheme. No special valuation difficulties were reported. Further, the fairness opinion has also opined that the share exchange ratio is fair and reasonable with regard to exchange ratio for merger. While deliberating the Scheme, the Board has considered its impact on each class of the shareholders, Promoters, Non-promoter shareholders, Key Managerial Personnel, creditors and employees and there shall be no prejudice caused to them in any manner by the Scheme. The Board of Directors of the Company have approved the Scheme and the Share Exchange Ratio and have recommended the same to the shareholders of the Company for their approval.

By Order of the Board For NAHAR INDUSTRIAL ENTERPRISES LIMITED Sd/DINESH GOGNA (Director) DIN: 00498670

Date: 27 August, 2021

Annexure IX

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF COTTON COUNTY RETAIL LIMITED AT ITS MEETING HELD ON 27TH AUGUST, 2021 EXPLAINING THE EFFECTS OF THE SCHEME OF ARRANGEMENT FOR AMALGAMATION OF COTTON COUNTY RETAIL LIMITED WITH NAHAR INDUSTRIAL ENTERPRISES LIMITED ON EACH CLASS OF SHAREHOLDERS AND KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

A) Background of the proposed Scheme of Arrangement

4. Accordingly, this report of the Board is prepared to comply with the requirements of Section 232(2)(C) of the Companies Act, 2013. While deliberating and preparing this report on the Scheme, the Board, inter-alia, considered and took on record the following documents:

a) Proposed Scheme
b) Valuation Report dated 27.08.2021 issued by Mr. Pankaj Bhalla, Chartered Accountant, Registered Valuer (IBBI Registration No. IBBI/RV/06/2020/13265) for determination of share exchange ratio under the Scheme (“Valuation Report”).
c) Fairness Opinion dated 27.08.2021 of Master Capital Services Limited, a SEBI Registered Category-1 Merchant Banker, providing its opinion on the fairness of the valuation of shares (“Fairness Opinion”).
d) Certificate dated 27.08.2021 of M/s. K.R. Aggarwal & Associates, Chartered Accountants, Statutory Auditors of the Transferee Company, confirming that the accounting treatment

contained in the proposed Scheme is in compliance with the SEBI (LODR) Regulations, 2015 and circulars issued there under and all the applicable Accounting Standards notified by the Central Government under the Companies Act, 2013.

e) Report of the Audit Committee of the Company dated 27.08.2021 recommending the Scheme.

B) Effect of the proposed Scheme

(I) Shareholders

(a) Upon the Scheme of Arrangement coming into effect, the Transferee Company shall in consideration of the amalgamation issue and allot to the members of the Transferor Company, holding fully paid-up Equity Shares in the Transferor Company and whose names appear in the Register of Members of the Transferor Company on the Record Date, equity shares of the Transferee Company. The equity shares held by the Transferee Company either directly or through its Nominees, in the share capital of the Transferor Company as on the Effective Date shall stand cancelled as per provisions of law.

(b) Upon the Scheme becoming effective, the entire authorized share capital of the Transferor Company amounting to Rs. 30,50,00,000 shall be consolidated and vested in and be merged with the authorized share capital of the Transferee company without any further act, instrument or deed by the Transferee Company and without any liability for payment of any additional fees (including fees and charges to the relevant Registrar of Companies) or stamp duty in respect of such increase as the stamp duty and fees have already been paid by the Transferor Company on such authorised capital and benefits which stands vested in the Transferee Company pursuant to the scheme becoming effective on the Effective Date.

(ii) Promoters

Refer to point B(I) mentioned as above for details regarding the effect on the shareholders.

(iii) Non Promoter shareholders

All shares are held by the promoters. There is no non-promoter shareholders.

(iv) Preference shareholders

The company has not issued any preference shares.

(v) Employees including Key Managerial Personnel

No rights of the staff or the employees of the company are being affected as a result of the proposed scheme.

(vi) Creditors

The Creditors of the Transferor Company will not be affected in any manner by the proposed scheme.

(vii) Directors

However, if any such director is a director of the Transferee company, he/she would continue to hold his/her office in the Transferee company as per the terms of his/her appointment in the Transferee Company.

C) Adoption of the Report by the directors : The Board of Directors of the company have adopted this Report after considering this information set forth in this report. The Valuation Report has been obtained from Mr. Pankaj Bhalla, Chartered Accountant, Registered Valuer (IBBI Registration No. IBBI/RV/06/2020/13265) for determination of share exchange ratio under the Scheme. No special valuation difficulties were reported. Further, the fairness opinion has also opined that the share exchange ratio is fair and reasonable with regard to exchange ratio for merger. While deliberating the Scheme, the Board has considered its impact on each class of the shareholders, Promoters, Non-promoter shareholders, Key Managerial Personnel, creditors, Directors and employees and there shall be no prejudice caused to them in any manner by the Scheme. The Board of Directors of the Company have approved the Scheme and the Share Exchange Ratio and have recommended the same to the shareholders of the Company for their approval.

By Order of the Board For COTTON COUNTY RETAIL LIMITED Sd/-

BHARAT BHUSHAN GUPTA (Director) DIN: 00495573

Date: 27 August, 2021

Annexure X

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Annexure XI

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Annexure XII

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Annexure XIII

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AI assistant

Nahar Industrial Enterprises Ltd — Proxy Solicitation & Information Statement 2022

60911_rns_2022-04-19_81f78161-3f8c-4ac4-be13-7dec90d4707d.pdf

·1iD d'u INDUSTRIAL ENTERPRISES LTD.

.~

NAHAR INDUSTRIAL ENTERPRISES LIMITED

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF NAHAR INDUSTRIAL ENTERPRISES LIMITED PURSUANT TO ORDER DATED APRIL 5, 2022 OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, CHANDIGARH

MEETING

INDEX

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, AT CHANDIGARH

And

BETWEEN

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY

To

TAKE FURTHER NOTICE THAT

NOTES

Type of Shareholders Login Method

Registration

Login type

Helpdesk details

viii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, AT CHANDIGARH

DETAILS AS PER RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Details of the Transferee Company

Details of Nahar Industrial Enterprises Limited

2. Summary of the main objects as per the memorandum of association of the Transferee Company

3. Main business carried on by the Transferee Company

4. Details of change of name of the Transferee Company during the last five years

5. Details of change in registered office of the Transferee Company during the last five years

6. Details of change in objects of the Transferee Company during the last five years

7. Details of the capital structure of the Transferee Company including authorized, issued, subscribed and paid-up share capital

8. Names of the promoters of the Transferee Company along with their addresses

10. Details of the Board Meeting of the Transferee Company at which the Scheme was approved

11. Extent of shareholding of directors and key managerial personnel of the Transferee Company

12. Disclosure about effect of the Scheme on the material interests of directors, Key Managerial Personnel (KMP) and debenture trustee of the Transferee Company

13. Effect of the Scheme on following parties in relation to the Transferee Company

(e) Promoters

14. Amount due to unsecured creditors by the Transferee Company

15. Details of investigation / proceedings pending against the Transferee Company under the Companies Act, 2013

16. Details of the Transferor Company

Details of Cotton County Retail Limited

17. Summary of the main objects as per the memorandum of association of the Transferee Company

18. Main business carried on by the Transferor Company

19. Details of change of name of the Transferor Company during the last five years

20. Details of change in registered office of the Transferor Company during the last five years

21. Details of change in objects of the Transferor Company during the last five years

22. Details of the capital structure of the Transferor Company including authorized, issued, subscribed and paid-up share capital

Particulars Amount (Rs.)

23. Names of the promoters of the Transferor Company along with their addresses

24. Names of the directors of the Transferor Company along with their addresses:

25. Details of the Board Meeting of the Transferor Company at which the Scheme was approved

26. Extent of shareholding of directors and key managerial personnel of the Transferor Company

27. Effect of the Scheme on following parties in relation to the Transferor Company

Sr. No. Category of stakeholder Effect of the Scheme

28. Disclosure about effect of the Scheme on the material interests of directors, Key Managerial Personnel (KMP) and debenture trustee of the Transferor Company

29. Amount due to unsecured creditors by the Transferor Company

30. Details of investigation / proceedings pending against the Transferor Company under the Companies Act, 2013.

31. Relationship among the Companies who are parties to the Scheme

32. Rationale and the benefits of the Scheme as perceived by the Board of Directors of the Transferee

Company

33. Key salient features of the Scheme

34. Summary of valuation report and fairness opinions

Valuation Report

Share Exchange Ratio

Fairness Opinion

35. There shall be no debt restructuring of the Transferee Company and Transferor Company pursuant to the Scheme.

36. Pre and Post Scheme Shareholding Pattern of the Companies

PRE-SCHEME AND POST SCHEME SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY

37. Details of approval from regulatory authorities

39. Details of availability of documents for inspection

SCHEME OF ARRANGEMENT FOR AMALGAMATION

UNDER SECTIONS 230 – 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

BETWEEN

NAHAR INDUSTRIAL ENTERPRISES LIMITED

AND

COTTON COUNTY RETAIL LIMITED

AND THEIR SHAREHOLDERS AND CREDITORS

Nahar Industrial Enterprises Ltd Proxy Solicitation & Information Statement 2022