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5[th] February 2024

The Bombay Stock Exchange Ltd Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Security Code:-523301

The National Stock Exchange of India Ltd Exchange Plaza, Plot No. C/1, G Block Bandra Kurla Complex, Bandra East, Mumbai 400 051 Trading Symbol:- TCPLPACK

Dear Sirs,

Re::- Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) / Notice of the Meeting of the Secured Creditors of TCPL Packaging Limited to be convened pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘NCLT’)

In the matter of Scheme of Amalgamation amongst TCPL Innofilms Private Limited, (“wholly owned subsidiary Company”) and TCPL Packaging Limited (“Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (‘Scheme’), the NCLT vide its order dated 15[th] January, 2024 (‘Order’) has listed the matter for reporting compliance for holding the meeting of Secured and Unsecured Creditors on 15[th] March 2024.The meeting of Secured Creditors of the Company will be held as per schedule mentioned below:

Meeting	Date and Time	Location / Venue
Secured Creditors of the Company	Thursday, 7thMarch 2024 at 03.30 p.m. (IST)	Empire Mills Complex, 414 Senapati Bapat Marg, Lower Parel, Mumbai 400 013

As directed by the Order issued by NCLT, the Notice of the Meeting is being sent to the Secured Creditors as on Thursday, 22[nd] June, 2023 (Cut-Off Date).

We hereby enclose a copy of the Notice convening the Meeting of the Secured Creditors along with the Explanatory Statement and other annexures, hosted on the website of the Company.

Kindly take the same on record.

Thanking you,

For TCPL Packaging Limited

HARISH Digitally signed by HARISH ANCHAN ANCHAN Date: 2024.02.05 17:40:24 +05'30' Compliance Officer

C.C: Securities and Exchange Board of India

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IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH

COURT – IV

C.P.(CAA)/02(MB)2024 IN C.A.(CAA)/189(MB)2023

CORAM:

MS. ANU JAGMOHAN SINGH MEMBER (Technical)

SHRI KISHORE VEMULAPALLI MEMBER (Judicial)

ORDER SHEET OF THE HEARING HELD ON 15.01.2024

NAME OF THE PARTIES: Tcpl Packaging Limited

SECTION: 230-232 OF THE COMPANIES ACT, 2013

O R D E R

Mr. Ajit Singh Tawar, Ld. Counsel for the Petitioner present.
Pursuant to the order dated 06.10.2023 in C.A.(CAA)/189(MB)2023, the Second Petitioner company was to serve notices of application to all its Secured Creditors/Unsecured Creditors.
The present scheme petition is filed for compliance of order dated 06.10.2023 in C.A.(CAA)/189(MB)2023. On perusal of the documents, this bench finds that the order dated 06.10.2023 has not been fully complied with.
The Applicant Companies submits that the Second Petitioner Company has 10 (Ten) Secured Creditors amounting to Rs. 3,49,06,55,217 (Three Hundred and Forty-Nine Crores Six Lakhs Fifty-Five Thousand Two Hundred and Seventeen Only) and 380 Unsecured Creditors amounting to Rs.95,44,84,592 (Ninety-Five Crores Forty-Four Lakhs Eighty-Four

Page 1 of 4

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Thousand Five Hundred and Ninety-Two Only) as on 31st day of March, 2023.

The petitioner submits that since proper service of notice could not be made on some of the creditors, they propose to convene meeting of Secured Creditors/Unsecured Creditors. Accordingly, the bench hereby directs the Second Petitioner Company to hold meeting of Secured Creditors and Unsecured Creditors.
That at least one month before the said meeting of the Secured and Unsecured of the Second Petitioner Company to be held as aforesaid, a notice convening the said meeting at the place, day, date and time as aforesaid, together with a copy of the Scheme, a copy of statement disclosing all material facts as required under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016, shall be sent by Courier / Registered Post / Hand Delivery / Speed Post or through Email (to those Secured and Unsecured Creditors whose email addresses are duly registered with the Second Petitioner Company for the purpose of receiving such notices by email), addressed to each of the Secured and Unsecured Creditors of the Second Petitioner Company, at their last known address or email addresses as per the records of the Second Petitioner Company, as on cut-off date determined by the Board of Directors of the Second Petitioner Company. The notice of the aforesaid meeting of the Second Petitioner Company shall be advertised in Form No. CAA.2 as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in two newspapers viz. “Financial Express” in English and translation thereof in “Navshakti” in Marathi, both

Page 2 of 4

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circulated in State of Maharashtra not less than one month before the date fixed for the meeting. The Second Petitioner Company shall host the notices of meeting as directed herein, on its website, if any.

Mr. Sudhir Merchant, Independent Director in the Second Petitioner Company shall be the Chairman of the meeting of the Secured and Unsecured Creditors of the Second Petitioner Company to be held as aforesaid or any adjournments thereof. The Chairman for the aforesaid meeting shall be paid such amount for the services rendered as may be decided by the Board of Directors of the Second Petitioner Company.
The Scrutinizer for the aforesaid meeting of Secured and Unsecured Creditors shall be Mr. Vijay Mishra, Practicing Company Secretaries, Membership Number – F5023, COP - 4279 with a remuneration as may be decided by the Board of Directors of the Second Petitioner Company, for the services rendered.
The Chairman appointed for the aforesaid meeting to issue the advertisement and send out the notices of the meeting referred to above. The said Chairman of the meeting shall have all powers as per Articles of Association and also under the Companies Act, 2013 in relation to the conduct of the meeting, including for deciding procedural questions that may arise at the aforesaid meeting or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s).
The quorum of the aforesaid meeting of Secured and Unsecured Creditors of the Second Petitioner Company shall be as prescribed under Section 103 of the Companies Act, 2013, present either in person or by authorized representative. If the quorum is not present within half an hour from the

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time appointed for the holding of the meeting, the members present shall be the quorum and the meeting shall be held.

The voting by authorized representative in case of body corporate be permitted, provided that authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Second Petitioner Company at the Registered Office not later than 48 hours before the aforesaid meeting.
The value and number of the Secured and Unsecured Creditors of the Second Petitioner Company shall be in accordance with the books/register of the Second Petitioner Company and where the entries in the books/register are disputed, the Chairman of the meeting shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final.
The Chairman of the meeting of the Second Petitioner Company to report to this Tribunal, the results of the aforesaid meeting within 10 (ten) days of the conclusion of the meeting and the said report shall be verified by his Affidavit.
List this matter for reporting compliance on 15.03.2024.

Sd/- Sd/ANU JAGMOHAN SINGH KISHORE VEMULAPALLI Member (Technical) Member (Judicial)

SVR 29.01.2024

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HON’BLE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE

SECURED CREDITORS OF TCPL PACKAGING LIMITED

NOTICE TO THE SECURED CREDITORS

Day : THURSDAY	Day : THURSDAY	Day : THURSDAY
Date : 07.03.2024
Time : 3:30 P.M.
Venue	:	Empire Mills Complex,414 Senapati Bapat Marg,Mumbai 400013

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S. No. Contents Page No.
1 Notice of Tribunal Convened Meeting of the Secured Creditors of TCPL Packaging Limited 2-6
convened as per the directions of the Mumbai Bench of the National Company Law Tribunal,
in terms of Section 230(3) of the Companies Act, 2013.
2 Explanatory Statement under Section 230(3) of the Companies Act, 2013, read with Section 7 -22
102 of the Companies Act, 2013 and Rule 6(3) of the Companies (Compromises, Arrangements
and Amalgamations) Rules, 2016.
3 Scheme of Amalgamation by way of Merger by Absorption among TCPL Innofilms Private 23-48
Limited, TCPL Packaging Limited and their respective shareholders and creditors under
Sections 230 to 232 of the Companies Act, 2013, enclosed as Annexure 1 .
4 Report adopted by the Board of Directors of TCPL Packaging Limited pursuant to the 49-52
provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 2.
5 Report adopted by the Board of Directors of TCPL Innofilms Private Limited pursuant to the 53-56
provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 3 .
6 Pre-Scheme and Post-Scheme shareholding pattern of TCPL Packaging Limited and Pre- 57-60
Scheme shareholding pattern of TCPL Innofilms Private Limited as of December 31, 2023,
enclosed as Annexure 4 .
7 Un-audited Financial results of TCPL Packaging Limited for the period ended 30 [th] September, 61-71
2023, enclosed as Annexure 5 .
8 Un-audited Financial results of TCPL Innofilms Private Limited for the period ended 30 [th] 72-75
September, 2023, enclosed as Annexure 6 .
9 Attendance Slip, Form of Proxy and Route Map 76-79
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IN THE NATIONAL COMPANY LAW TRIBUNAL,

MUMBAI BENCH, MUMBAI

COMPANY SCHEME APPLICATION NO. 189 of 2023

C.P. (CAA)/2/MB-IV/2024

In

C.A. (CAA)/189/MB-IV/2023

In the matter of the Companies Act, 2013;

And

In the matter of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder;

And

In the matter of Scheme of Amalgamation (Merger by Absorption) of

TCPL Innofilms Private Limited ,

CIN: U25209MH2020PTC338202, a private limited company incorporated under the Companies Act, 2013 having its Registered Office situated at Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra, India.

With

TCPL Packaging Limited,

CIN: L22210MH1987PLC044505, a public listed company, incorporated under the Companies Act, 1956 having its Registered Office situated at Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra, India

and their respective shareholders and creditors;

TCPL Packaging Limited, a public listed ) company incorporated under the Companies ) Act, 1956 having its Registered Office situated ) at Empire Mills Complex, 414 Senapati Bapat ) Marg, Mumbai 400013, Maharashtra, India ) CIN: L22210MH1987PLC044505 )… Applicant Company

NOTICE FOR THE TRIBUNAL CONVENED MEETING OF THE SECURED CREDITORS OF TCPL PACKAGING LIMITED

To,

The Secured Creditors of TCPL Packaging Limited (the “Applicant Company”)

NOTICE is hereby given that by an order dated 15[th] January, 2024, the Hon’ble Mumbai Bench of the National Company Law Tribunal (“NCLT”, and such order, the “Order”) in the above mentioned Company Scheme Application has directed a meeting of Secured Creditors of the TCPL Packaging Limited (“hereinafter referred to as Applicant Company or the

transferee Company or TCPL, as the context may admit“)to be held for the purpose of considering, and if thought fit, approving the Scheme of Amalgamation by way of Merger by Absorption among TCPL Innofilms Private Limited (“hereinafter referred to as the transferor Company Or TIPL, as the context may admit") into TCPL Packaging Limited, the Applicant Company, and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) (the “Scheme” or “Scheme of Amalgamation”).

In pursuance of the said Order and as directed therein, Notice is hereby given that a meeting of Secured Creditors of the Applicant Company is scheduled to be held at Registered Office of the Applicant Company at Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra, India, on Thursday, 7[th] March 2024 at 3:30 P.M. (“Tribunal Convened Meeting” or “Meeting”), at which place, date and time, the Secured Creditors are requested to attend the meeting.

Copies of the said Scheme and of the Explanatory Statement and other annexures under Sections 230-232 read with Section 102 of the Act can be obtained free of charge at the Registered Office of the Applicant Company on any working day up to the date of the Tribunal Convened Meeting between 10.00 A.M. to 5.00 P.M.

Persons entitled to attend and vote at the Tribunal Convened Meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the Registered Office of the Applicant Company at Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra, not later than 48 hours before the aforesaid Tribunal Convened Meeting. Forms of proxy are available at the Registered Office of the Applicant Company and/or at the offices of its Advocates, Ajit Singh Tawar & Co, Office No. 305/306, Regent Chambers, Above Status Restaurant, Jamnalal Bajaj Marg, Nariman Point, Mumbai – 400021.

The NCLT has appointed Mr. Sudhir Merchant, Independent Director of the Applicant Company to be the Chairperson of the said Tribunal Convened Meeting. The above mentioned Scheme, if approved at the Tribunal Convened Meeting, will be subject to the subsequent approval and order of the NCLT.

TAKE NOTICE that the following Resolution is proposed under Section 230(3) and other applicable provisions of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), and the provisions of the Memorandum of Association and Articles of Association of the Applicant Company, for the purpose of considering, and if thought fit, approving, the Scheme:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, and any other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and other Rules, Circulars and Notifications made thereunder as may be applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and relevant provisions of other applicable laws, the provisions of the Memorandum of Association and Articles of Association of TCPL Packaging Limited, and subject to the approval of the Mumbai Bench of the National Company Law Tribunal and such other approvals, permissions and sanctions of regulatory or Governmental and other authorities or Tribunal, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the Mumbai Bench of the National Company Law Tribunal, or by any regulatory or other authorities or tribunal, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of TCPL Packaging Limited (hereinafter referred to as the “ Board” , which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the proposed amalgamation embodied in the Scheme of Amalgamation by way of Merger by Absorption among TCPL Innofilms Private Limited, a Private Limited Company having its Registered Office at Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013 with TCPL Packaging Limited, a public listed Company, having its Registered Office at Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra, and their respective shareholders and creditors (hereinafter referred to as the “Scheme”) placed before this meeting and initialled by the Chairperson for the purpose of identification, be and is hereby approved with or without modification and for conditions, if any, which may be required and/or imposed and/or permitted by the Mumbai Bench of the National Company Law Tribunal while sanctioning the Scheme and/or by any Governmental authority.

RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution and for removal of any difficulties or doubts, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute

discretion, deem necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary to give effect to the above resolution, settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/or permitted by the Mumbai Bench of the National Company Law Tribunal while sanctioning the Scheme, or by any Governmental authorities, or to approve withdrawal (and where applicable, re-fling) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder, creditor, the Securities and Exchange Board of India, the Competition Commission of India, the Mumbai Bench and/or any other authority, are in its view not acceptable to TCPL Packaging Limited, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto.”

A copy of the Explanatory Statement under Section 230(3) of the Act, read with Section 102 of the Act and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Merger Rules”) along with copy of the Scheme and other annexures including form of Proxy and Attendance Slip are enclosed herewith.

Dated 5[th] February, 2024, at Mumbai Sd/Sudhir Merchant, Independent Director Chairperson appointed by NCLT for the meeting

Registered Office : TCPL Packaging Limited, CIN: L22210MH1987PLC044505 Empire Mills Complex 414 Senapati Bapat Marg Mumbai 400013, Maharashtra, India

Notes:

Only such Secured Creditors of the Applicant Company may attend and vote (either in person or by Proxy) at the Meeting, whose names appear in the Chartered Accountant’s certificate certifying the list of Secured creditors of the Applicant Company as on June 22,2023, as had been filed with the Tribunal in Company Scheme Application No. 189 of 2023. A person/entity who is not an Secured Creditor on such date should treat the notice for information purpose only and shall not be entitled to avail the facility of voting in the venue of the Meeting.
In accordance with Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the instrument of Proxy in order to be effective, must be in the prescribed form and should be duly signed by the person entitled to attend and vote at the aforesaid meeting or by his authorised representative and fled with the Applicant Company at its Registered Office, not later than 48 hours before the commencement of the Meeting.
A Proxy Form is attached to this Notice and can also be obtained free of charge at the Registered Office of the Applicant Company and/or at the offices of its Advocates.
All alterations made in the form of proxy should be initialled.
The authorised representative of a Body Corporate which is an Secured Creditor of the Applicant Company may attend and vote at the Meeting, provided a certified copy of the resolution of the Board of Directors or other governing body of such Body Corporate, authorising such representative to attend and vote at the Meeting on behalf of such Body Corporate is deposited at the Registered Office of the Applicant Company not later than 48 hours before the commencement of the Meeting. Further, the authorised representative and any persons voting by Proxy are requested to carry a copy of valid proof of identity at the Meeting.
A minor cannot be appointed as a Proxy.
The Proxy of an Secured Creditor who is blind or incapable of writing will be accepted if such Secured Creditor has attached his/her signature or mark thereto in presence of a witness who has signed the Proxy form and added his/her description and address provided that all insertions have been made by the witness at the request and in the presence of the Secured creditor before the witness attached his/ her signature or mark.
The Proxy of an Secured Creditor who does not know English may be accepted if it is executed in the manner prescribed in Note 8 and the witness certifies that it was explained to the Secured Creditor in the language known to him/her and gives the Secured Creditor’s name in English below the signature.
An Secured Creditor or his Proxy is requested to bring a copy of the Notice to the Meeting and produce it at the entrance of the Meeting venue, along with the Attendance Slip duly completed and signed by the concerned person for admission to the Meeting hall.
The quorum of the Meeting of the Secured Creditors of the Applicant Company shall be as per section 103 of Companies Act, 2013, present in person.
The Notice, together with the documents accompanying the same, is being sent to all the Secured Creditors by permitted mode.
All documents referred to in the Notice and Explanatory Statement will be available for inspection at the Applicant Company’s Registered Office between 10:00 A.M. to 5:00 P.M. on any working days till the date of the Meeting.
The Tribunal vide its Order dated 15[th] January, 2024 has appointed Mr. Vijay Mishra, Practising Company Secretary as the Scrutinizer to conduct e-voting process in a fair and transparent manner.
The Notice convening the aforesaid Tribunal Convened Meeting will be published through advertisement in 2 newspapers i.e. ‘Financial Express’ in English and Marathi translation thereof in ‘Navshakti’ indicating the day, date, place and time of the Meeting and stating that the copies of the Scheme, and the Explanatory Statement required to be furnished pursuant to Sections 230 to 232 of the Act and the form of proxy shall be provided free of charge at the Registered Office of the Applicant Company.
The scrutinizer will submit his consolidated report to the Chairperson of the Meeting after scrutinizing the voting made by Secured Creditors of the Applicant Company through polling papers or e-voting at the venue of the Meeting.

The results, together with scrutinizer’s report, will be announced on or before Friday, 15[th] March, 2024 and will be placed on the website of the Applicant Company at www.tcpl.in, besides being communicated to BSE Limited and National Stock Exchange of India Limited where the shares of the Applicant Company are listed.

Any Queries/Grievances in Relation to Notice may be addressed to the Company Secretary of The Applicant Company at The Registered Office Of The Applicant Company Or Through E-Mail At [email protected] . The Company Secretary of the Applicant Company Can Also Be Contacted at +91 22 61646000 .

EXPLANATORY STATEMENT UNDER SECTIONS 230(3) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE SECURED CREDITORS OF TCPL PACKAGING LIMITED.

Pursuant to an order dated 15[th] January, 2024, passed by the Mumbai Bench of the National Company Law Tribunal (“NCLT”) in the abovementioned Company Scheme Application No. 189 of 2023 (“Order”), a meeting of the Secured Creditors of TCPL Packaging Limited (the “Applicant Company” or “TCPL”) is being convened at Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra, India’ on Thursday, 7[th] March 2024 at 3:30 P.M. (“Tribunal Convened Meeting” or “Meeting”) for the purpose of considering, and if thought fit, approving, the Scheme of Amalgamation by way of Merger by Absorption among TCPL Innofilms Private Limited (“TIPL”) with TCPL Packaging Limited, the Applicant Company and their respective shareholders, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“Act”), (including any statutory modification(s) or re-enactment thereof, for the time being in force) (the “Scheme” or “Scheme of Amalgamation”).
The Board of Directors of the Applicant Company, at their meeting held on May 26, 2023, took into account the SEBI Circular No. CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 according to which since the current Scheme of Amalgamation is amalgamation of wholly owned subsidiary into the Holding Company, the provisions of the Circular will not be applicable to the current Scheme and also there would not be any issue of shares pursuant to this merger. Thus, there is no requirement of Valuation Report, Fairness Opinion Report and the independent recommendations of the Audit Committee and the Board on the basis of their independent judgment, approved the Scheme, subject to the approval of Equity Shareholders and Creditors of the Applicant Company. A copy of the Scheme which has been, inter alia, approved by the Board of Directors of the Applicant Company at their meetings held on May 26, 2023 is enclosed as Annexure 1 .
The Scheme, inter alia, provides for the amalgamation of TIPL with the Applicant Company by way of merger by absorption and dissolution of TIPL without winding up (the “Amalgamation”) and various other matters consequential or otherwise integrally connected therewith, including the increase of the share capital of the Applicant Company, pursuant to Sections 230 - 232 and other relevant provisions of the Act, in the manner provided for in the Scheme and in compliance with the provisions of the Income Tax Act, 1961.
In terms of the said Order, the quorum for the Tribunal Convened Meeting shall be as prescribed in Companies act 2013, under Section 103(1) (a) (i) of the Act. Further, in terms of the said Order, the NCLT, has appointed Mr. Sudhir Merchant, Independent Director to be the Chairperson of the Tribunal Convened Meeting.
In accordance with the provisions of Sections 230-232 of the Act, the Scheme of Amalgamation shall be considered approved by the Secured Creditors only if the Scheme is approved by majority of persons representing three-fourth in number and value of the Secured Creditors, of the Applicant Company, voting in person or by proxy.
The Applicant Company has filed the Scheme with the Registrar of Companies, Mumbai in Form No. GNL1.

7. Details as per Rule 6(3) of the Merger Rules

(i) Details of the Order of the NCLT directing the calling, convening and conducting of the Meeting: Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the Tribunal Convened Meeting.

(ii) Details of the Applicant Company and TIPL:

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

S. No. Particulars TCPL TIPL
1. Corporate Identification L22210MH1987PLC044505 U25209MH2020PTC338202
Number
2. Permanent Account Number AAACT1406E AAHCT7926L
3. Date of Incorporation 27 [TH] August, 1987 25 [th] February,2020
4. Type of Company Public Limited Company Private Limited Company
----- End of picture text -----

5. Registered office address and e-mail address Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra,India Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra,India	5. Registered office address and e-mail address Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra,India Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra,India	5. Registered office address and e-mail address Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra,India Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra,India	5. Registered office address and e-mail address Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra,India Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra,India
6.	Name of the Stock Exchange(s) where securities of Company(ies)are listed	BSE and NSE	-

(iii) Other Particulars of the Applicant Company as per Rule 6(3) of the Merger Rules

(a) Summary of the main objects as per the Memorandum of Association and main business carried on by the Applicant Company

“1. To carry on the business of manufacturers, processors or printers of packaging materials or packaging aids including boxes for industrial purposes, containers for consumer goods, box liners, packaging and cover papers, fancy wrapping papers, decorative packaging, industrial, consumer and textile labels, waxes wrappers, gummed sheets and tapes, sophisticated bags, envelopes and consumer packages, pharmaceutical, cartons and containers, processed-food containers, hosiery and ready-made garment cartons, wrappers and labels, confectionery boxes, picnic packets, dust covers and jackets, for publishers, packing wool, confetti and any other kinds of packaging aids and materials whether in the form of packages, containers, cartons, envelopes from any form of paper, paper boards, cloth, PVC plastics, nylon, cellephane, polyboards and to carry on the business of packaging in all its branches.

2. To act as of printers, publishers, decorators in connection with the general advertising business.

3. To buy, manufacture, produce, import, export, sell and otherwise trade or deal in and to print, publish and otherwise bring out any kind of newspapers, periodicals, magazines, journals, leaflets, pamphlets, catalogues, bulletins, souvenirs, market and other reports books, booklets and other literary works and undertaking in any languages wither at regular intervals or otherwise and whether for sale or free distribution.

4. To carry as an agent for foreign supplier of:

i. printing and processing, publication of newspapers, periodicals, magazines, journals, bulletins, pamphlets, books and the like;

ii. advertising, publicity and sales promotion agents;

iii. news agents, news bureaus and news syndicates;

iv. representative and correspondents of newspapers, periodicals, and radio and television stations;

v. printers, stationers, lithographers, type founders, stereotypers, electro-typers, photographic printers, book-binders, designers, draughtmen, machine rulers, numerical printers, engineers, cabinet makers, block makers and photographers, paper conventors, binders and packers, typesetters, manufacturers and dealers in all materials used therein, envelopes, paper, ink, account books, boxes, card board tickets, fancy and other cards, valentine, parchments, stamps and other articles and things of a character similar or analogous to the former or any of them or connected therein including paper coating, working, varnishing trade, book sellers and publishers.”

(b) Details of change of name, registered office and objects of the Applicant Company during the last

five years:

There has been no change in the name, registered office, and objects of the Applicant Company during the last five years .

(c) Details of the capital structure of the Applicant Company including Authorised, Issued, Subscribed and Paid up Share Capital

The Authorized, Issued, Subscribed and Paid up Share Capital of the Applicant Company as at April 1, 2023 (Appointed Date) and as on December 31, 2023 is as under:

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Particulars Amount in Rs.
Authorized Share Capital
1,00,00,000 Equity Shares of Rs.10/- each 10,00,00,000/-
Total 10,00,00,000/-
Issued, Subscribed and Paid-up
91,00,000 Equity Shares of Rs.10/- each, fully paid up 9,10,00,000/-
Total 9,10,00,000/-
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Post Scheme Capital Structure:

Pursuant to the Scheme, the Applicant Company shall not issue shares to the shareholders of TIPL since TIPL is a wholly owned subsidiary of the Applicant Company. Therefore, the capital structure set out above shall not be subject to changes pursuant to the effectiveness of the Scheme. Hence, expected pre and post Scheme capital structure of the Applicant Company (based on the shareholding pattern as of March 31, 2023) is annexed as Annexure 4 .

(d) Details of the Promoters and Directors along with their addresses

The details of the promoters of the Applicant Company as on December 31, 2023 are as set forth below:

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S.No. Name of the Promoter Address
1. Mrs. Kahini Saket Empire Mills Complex, 414 Senapati Bapat Marg,
Kanoria Mumbai 400013, Maharashtra, India
2. Mrs. Urmila Kanoria Empire Mills Complex, 414 Senapati Bapat Marg,
Mumbai 400013, Maharashtra, India
3. Mr. Akshay Kanoria Empire Mills Complex, 414 Senapati Bapat Marg,
Mumbai 400013, Maharashtra, India
4. Mr. Rishav Kanoria Empire Mills Complex, 414 Senapati Bapat Marg,
Mumbai 400013, Maharashtra, India
5. Mr. Vidur Kanoria Empire Mills Complex, 414 Senapati Bapat Marg,
Mumbai 400013, Maharashtra, India
6. Mr. Saket Kanoria Empire Mills Complex, 414 Senapati Bapat Marg,
Mumbai 400013, Maharashtra, India
7. Mrs. Sangita Jindal Empire Mills Complex, 414 Senapati Bapat Marg,
Mumbai 400013, Maharashtra, India
8. Mr. Sajjan Jindal Empire Mills Complex, 414 Senapati Bapat Marg,
Mumbai 400013, Maharashtra, India
9. Accuraform Private Empire Mills Complex, 414 Senapati Bapat Marg,
Limited Mumbai 400013, Maharashtra, India
10. Narmada Fintrade Empire Mills Complex, 414 Senapati Bapat Marg,
Private Limited Mumbai 400013, Maharashtra, India
11. Samridhi Holding Empire Mills Complex, 414 Senapati Bapat Marg,
Private Limited Mumbai 400013, Maharashtra, India
12. Saubhagya Investors & Empire Mills Complex, 414 Senapati Bapat Marg,
Dealers Private Limited Mumbai 400013, Maharashtra, India
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The Applicant Company has 14 (Fourteen) Directors as on December 31, 2023, mentioned as under.

The details of such Directors as on date are set forth below:

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S.No. Name of the Director Designation Address
1. Mr. Sohan Nanavati Whole Time Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
2. Mr. Saket Kanoria Managing Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
3. Mr. Atul Kisanchand Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
4. Mr.Rabindra Director Empire Mills Complex, 414
Jhunjhunwala Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
5. Mr. Sunil Talati Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
6. Mr. Rishav Kanoria Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
7. Mr. Akshay Kanoria Whole Time Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
8. Mr. Sudhir Merchant Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
9. Mr. Kailashkumar Whole Time Director Empire Mills Complex, 414
Kanoria Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
10. Mrs. Deepa Harris Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
11. Mr. Tarang Jain Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
12. Mr. Sanjiv Anand Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
13. Dr. Andreas Blaschke Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
14. Mr. Vidur Kanoria Whole Time Director Empire Mills Complex, 414
Senapati Bapat Marg, Mumbai
400013, Maharashtra, India
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(e) If the scheme of compromise or arrangement relates to more than one Company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or of associate companies

TIPL is a wholly-owned subsidiary of TCPL Packaging Limited, the Applicant Company.

(f) The date of the Board Meeting of the Applicant Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

Details of the Directors and their votes for the resolution passed at the meeting of the Board of Directors of the Applicant Company on May 26, 2023 are as follows:

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S.No. Names of the Director of the Applicant Company Voted in favour/ against/
abstain
1. Mr. Sohan Nanavati Favour
2. Mr. Saket Kanoria Favour
3. Mr. Atul Kisanchand Favour
4. Mr. Sunil Talati Favour
5. Mr. Rishav Kanoria Favour
6. Mr. Akshay Kanoria Favour
7. Mr. Sudhir Merchant Favour
8. Mr. Kailashkumar Kanoria Favour
9. Mrs. Deepa Harris Favour
10. Dr. Andreas Blaschke Favour
11. Mr. Vidur Kanoria Favour
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(g) Amounts due to Secured creditors

There are 10 secured creditors in the Second Applicant Company as on 31[st ] March, 2023 amounting to INR 3,49,06,55,217 (Three Forty Nine Crores Six Lakhs Fifty Five Thousand Two Hundred and Seventeen Only). Out of this, the balance outstanding Secured Creditors as on the date June 22, 2023 are 10 Secured Creditors amounting to INR 3,37,70,31,149 (Three Thirty Seven Crores Seventy Lakhs Thirty One Thousand One Hundred and Forty Nine Only).

(h) None of the Directors, the Key Managerial Personnel (as defined under the Act and Rules formed thereunder) of the Applicant Company and their respective Relatives (as defined under the Act and rules formed thereunder) have any interests, financial or otherwise in the Scheme except to the extent of their respective shareholding in the Applicant Company and TIPL, if any. The effect of the Scheme on the material interests of the Directors, Key Managerial Personnel and their respective relatives, is not any different from the effect on other shareholders of the Applicant Company and/or TIPL. The details of the shareholding of Directors, Key Managerial Personnel and their respective relatives as December 31, 2023 is as follows:

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S.No. Name No. of Shares held in No. of Shares held in
Applicant Company TIPL
1. Mr. Sohan Nanavati 1,500 -
2. Mr. Saket Kanoria 43,004 100
3. Mr. Atul Kisanchand - -
4. Mr. Rabindra - -
Jhunjhunwala
5. Mr. Sunil Talati - -
6. Mr. Rishav Kanoria 1,14,750 -
7. Mr. Akshay Kanoria 1,14,750 -
8. Mr. Sudhir Merchant - -
9. Mr. Kailashkumar - -
Kanoria
10. Mrs. Deepa Harris - -
11. Mr. Tarang Jain - -
12. Mr. Sanjiv Anand - -
13. Dr. Andreas Blaschke - -
14. Mr. Vidur Kanoria 1,14,750 -
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15. Mr. Jitendra Jain - -	15. Mr. Jitendra Jain - -	15. Mr. Jitendra Jain - -	15. Mr. Jitendra Jain - -
16.	Mr. Harish Anchan	-	-

*Nominee shareholder

(i) Disclosure about the effect of the Scheme on the following persons:

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S.No. Category of Stakeholder Effect of the Scheme on Stakeholders
A Shareholders As the Scheme envisages the merger of 100%
subsidiary with its Holding Company, there would not
be any change in the value of the shareholders. Upon
Scheme becoming effective and in consideration for
the transfer and vesting of TIPL into Applicant
Company, no shares will be issued as the entire share
capital of TIPL is held by the Applicant Company and
hence the Applicant Company cannot issue the shares
to itself. Hence the following would be the treatment:
1. The entire paid-up share capital of TIPL is held by
the Applicant Company. Therefore, upon this
scheme becoming effective, the entire Issued,
Subscribed and Paid-up Share Capital shall ipso
facto, without any further application, act or deed
shall stand cancelled on the Effective Date and no
new shares of the Applicant Company will be
issued or allotted in respect of equity shares held
by the Applicant Company in TIPL in consideration
of Amalgamation.
2. The Approval of this Scheme by the Shareholders
of the Companies shall be deemed to have the
approval under Section 13 and Section 14 of the
Companies Act, 2013 and other applicable
provisions of the Act, 2013 and any other consents
and approvals required in this regard.
B Promoters Please refer to point (A) above for details regarding the
effect on the shareholders. The promoters of the
Applicant Company shall continue to remain the
promoters, even after the effectiveness of the Scheme.
C Non - Promoter Please refer to point (A) above for details regarding the
Shareholders effect on the shareholders.
D Director(s) and Key Upon the scheme becoming effective, the transferor
Managerial Personnel Company shall stand dissolved without being wound
(“KMPs”) up. In the circumstances, the Directors and KMPs of the
transferor Company will continue with the Transferee
Company without any interruption of or break in
service. However, their designations will be decided by
the Transferee Company.
None of the Directors or KMPs of the transferor
Company and their respective relatives have any
material interest in the scheme.
E Employees As stated in the scheme with effect from the effective
date all the staff and employees of the transferor
Company shall become and be deemed to have
become the staff and employees of the transferee
Company on terms and conditions not less favourable
than those on which they are engaged by the
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transferor Company and without any interruption of or
break in service In the circumstances the rights of the
staff and employees of the transferor Company would
in no way be effected by the scheme..
F Creditors Under the Scheme, no arrangement is sought to be
entered into between the Applicant Company and its
creditors. The interest of the creditors of the Applicant
Company shall not be impacted in any manner.
G Depositors Not Applicable. The Applicant Company does not have
any Depositors.
H Debenture holders, Not Applicable. The Applicant Company does not have
Debenture trustee any Debenture holders / Debenture trustee.
I Deposit Trustee Not Applicable. The Applicant Company does not have
any Deposit Trustee.
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(j) Disclosure about effect of the Scheme on material interests of Directors, Key Managerial Personnel (KMP), Debenture Trustee and other Stakeholders

Please refer to point no. iii (i) above for the effect of the Scheme on material interests of Directors, Key Managerial Personnel, Debenture Trustee and other Stakeholders.

(k) Investigations or proceedings, if any, pending against the Applicant Company under the Act: No investigation proceedings are pending under the provisions of Chapter XIV of the Act or under Sections 235 to 251 of the Companies Act, 1956 in respect of the Applicant Company.

(iv) Other Particulars of TIPL as per Rule 6(3) of the Merger Rules

(a) Summary of the main objects as per the Memorandum of Association and main business carried on by TIPL

“III(a) The objects to be pursued by the company on its incorporation are to carry on in India and/ or elsewhere the business of manufacturing, acquiring, selling, distributing, importing, exporting, dealing, printing, treating, processing, moulding, shaping, cutting, waxing, laminating, all kinds of articles and packaging products made from blown films, paper, board, pulp, poly granules, cellulose films, polyethylene, plastic films, metal films, films of all kinds, treated or laminated materials, including card board, paper and card board boxes, tapes containers, bags, pouches, envelopes, sheets, rolls including all types of flexible packaging, of packaging materials, including industrial products and acquiring and hiring and making tools, instruments and machines for providing packaging services and to do all things incidental thereto and to act as advisors or mercantile agents. dealers, distributor, stockist, in India and / or elsewhere in relation to products made from blown films, poly granules, packaging products made from paper, board, pulp, cellulose films, polyethylene, plastic films, metal films, films of all kinds, treated or laminated materials, including card board, paper and card board boxes, tapes containers, bags, pouches, envelopes. Sheets, rolls including all types of flexible packaging, of packaging materials, including industrial products and to do all things incidental there to.”

(b) Details of change of name, registered office and objects of TIPL during the last five years

There has been no change in the name, registered office, and objects of TIPL during since its Incorporation in 2020. Details of the capital structure of TIPL including Authorised, Issued, Subscribed and Paid up share Capital

The share capital structure of TIPL as on March 31, 2023 (Appointed Date) and as on December 31, 2023 is as under:

Particulars	Amount in Rs.
Authorized Share Capital

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Particulars Amount in Rs.
1,40,00,000 Equity Shares of Rs.10/- each 14,00,00,000/-
Total 14,00,00,000/-
Issued, Subscribed and Paid-up
1,40,00,000 Equity Shares of Rs.10/- each, fully paid-up 14,00,00,000/-
Total 14,00,00,000/-
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Post Scheme Capital Structure:

The Scheme shall result in the merger by absorption of TIPL into the Applicant Company and dissolution of TIPL without winding up and no issuance of equity shares of the Applicant Company to the shareholders of TIPL. As such, pursuant to the Scheme, TIPL shall cease to exist. However, the Authorised share capital of TIPL will get merged with that of TCPL.

The details of the promoters of TIPL as on December 31, 2023 are as set forth below:

S.No.	Name of the Promoter	Address
1	TCPL Packaging Limited	Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013,Maharashtra,India

TIPL has 3 (Three) Directors as on December 31, 2023, mentioned as under. The details of such Directors are set forth below:

S.No.	Name of the Director	Designation	Address
1.	Mr. Sohan Nanavati	Director	Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013,Maharashtra,India
2.	Mr. Saketkumar Kanoria	Director	Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013,Maharashtra,India
3.	Mr. Vidur Kanoria	Director	Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013,Maharashtra,India

(d) The date of the Board Meeting of TIPL at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution: Details of the Directors and their votes for the resolution passed at the meeting of the Board of Directors of TIPL on May 15, 2023 are as follows:

S.No. Names of the Director of TIPL Voted in favour/ against/ abstain	S.No. Names of the Director of TIPL Voted in favour/ against/ abstain	S.No. Names of the Director of TIPL Voted in favour/ against/ abstain
1 Mr. Saketkumar Kanoria Favour
2 Mr. Vidur Kanoria Favour
3	Mr. Sohan Nanavati	Favour

(e) Amounts due to Secured creditors

There are 2 Secured Creditors in the First Applicant Company, as on 31[st] March, 2023, amounting to INR 21,34,97,612 (Twenty-One Crores Thirty-Four Lakhs Ninety Seven Thousand Six Hundred and Twelve Only). Out of this, the balance outstanding Secured Creditors as on the 22[nd] June, 2023 are 2 Secured Creditors amounting to INR 18,77,19,033 (Eighteen Crores

Seventy-Seven Lakhs Nineteen Thousand and Thirty-Three Only). Both the Secured Creditors have provided their 100% consent to the aforesaid Scheme of Amalgamation.

(f) None of the Directors, the Key Managerial Personnel (as defined under the Act and Rules formed thereunder) of TIPL and their respective Relatives (as defined under the Act and rules formed thereunder) have any interests, financial or otherwise in the Scheme except to the extent of their respective shareholding in the Applicant Company and TIPL, if any. The effect of the Scheme on the material interests of the Directors, Key Managerial Personnel and their respective relatives, is not any different from the effect on other shareholders of the Applicant Company and/or TIPL. The details of the shareholding of Directors, Key Managerial Personnel and their respective relatives as on December 31, 2023 is as follows:

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S.No. Name No. of Shares held in No. of Shares held in
Applicant Company TIPL
1 Mr. Sohan Nanavati 1500 -
2 Mr. Saketkumar Kanoria 43,004 100
3 Mr. Vidur Kanoria 1,14,750 -
4 Ms. Pooja Soni - -
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*Nominee shareholder

(g) Disclosure about the effect of the Scheme on the following persons:

S.No. Category of Stakeholder Effect of the Scheme on Stakeholders A Shareholders (promoters Upon Scheme becoming effective and in consideration and non-promoters) for the transfer and vesting of TIPL into Applicant Company, no shares will be issued as the entire share capital of TIPL is held by the Applicant Company and hence the Applicant Company cannot issue the shares to itself. Hence, the following shall be the treatment:
The entire paid-up share capital of TIPL is held by the Applicant Company. Therefore, upon this scheme becoming effective, the entire Issued, Subscribed and Paid-up Share Capital shall ipso facto, without any further application, act or deed shall stand cancelled on the Effective Date and no new shares of the Applicant Company will be issued or allotted in respect of equity shares held by the Applicant Company in TIPL in consideration of Amalgamation.

		2. The Approval of this Scheme by the Shareholders of the Companies shall be deemed to have the approval under Section 13 and Section 14 of the Companies Act, 2013 and other applicable provisions of the Act, 2013 and any other consents and approvals required in this regard.
B	Key Managerial Personnel	Upon the Effective Date (as defined in the Scheme), all
	(“KMPs”)	employees of TIPL shall be deemed to have become
		employees of the Applicant Company, without any
		interruption of service and on the basis of continuity of
		service and terms and conditions no less favourable
		than those applicable to them with reference to TIPL.
		Under the Scheme, with effect from the Effective Date,
		TIPL will stand dissolved without windingup. In the

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circumstances, the Key Managerial Personnel of TIPL
will cease to be the Key Managerial Personnel of TIPL.
C Director(s) Upon the effectiveness of the Scheme, TIPL shall stand
dissolved without winding up and accordingly, the
Board of Directors of TIPL shall cease to exist.
D Employees On the Scheme becoming effective, all staff, workmen
and employees of TIPL in service on the Effective Date
shall be deemed to have become staff, workmen and
employees of Applicant Company with effect from the
Appointed Date without any break, discontinuance or
interruption in their service and on the basis of
continuity of service, and the terms and conditions of
their employment with Applicant Company shall be the
same as their existing terms of employment in TIPL on
the Effective Date.
E Creditors The Scheme shall not affect any of the Companies’
creditors / banks / financial institutions. The Scheme
does not provide any compromise or arrangement
with the creditors and / or shareholders’ except as
provided in the Scheme. The securities if any provided
by the TIPL and the Applicant Company for any
borrowings, loan or debt would continue to remain the
security attached to such borrowings, loan or debt.
F Depositors Not Applicable. TIPL does not have any Depositors.
G Debenture holders, Not Applicable. TIPL does not have any Debenture
Debenture trustee holders / Debenture trustee.
H Deposit Trustee Not Applicable. TIPL does not have any Deposit
Trustee.
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(h) Disclosure about effect of the Scheme on material interests of Directors, Key Managerial Personnel (KMP), Debenture Trustee and other Stakeholders

Please refer to point no. iii (h) above for the effect of the Scheme on material interests of Directors, Key Managerial Personnel, Debenture Trustee and other Stakeholders.

(i) Investigations or proceedings, if any, pending against the Applicant Company under the Act: No investigation proceedings are pending under the provisions of Chapter XIV of the Act or under Sections 235 to 251 of the Companies Act, 1956 in respect of the Applicant Company.
(j) Other details regarding the Scheme required as per Rule 6(3) of the Merger Rules:

(a) Relationship between the Applicant Company and TIPL:

TIPL is a wholly-owned subsidiary of TCPL, the Applicant Company.

(b) Appointed Date, Effective Date, Record Date and Share Exchange Ratio:

Appointed Date: means the opening of the business hours as on 1st April, 2023 or if the Board of Directors of the TIPL and the Applicant Company require any other date or the Central Government or other competent authority modifies the appointed date to such other date, then the same shall be the appointed date;

Effective Date: shall mean the day on which the order passed by NCLT sanctioning the proposed Scheme after obtaining the relevant approvals, is filed with the Registrar of Companies, Mumbai. Any references in this Scheme to the date of “coming into effect of

this Scheme” or “effectiveness of this Scheme” or “Scheme taking effect” or “upon the scheme becoming effective” shall mean the Effective Date;

Record Date: Not applicable

Record Time : Not applicable

Share Exchange Ratio: Upon Scheme becoming effective and in consideration for the transfer and vesting of TIPL into Applicant Company, no shares will be issued as the entire share capital of TIPL is held by the Applicant Company and hence the Applicant Company cannot issue the shares to itself.

There shall be no debt restructuring of the Applicant Company and TIPL pursuant to the Scheme.

(d) Rationale of the Scheme of Amalgamation, and the benefit of the Scheme of Amalgamation as perceived by the Board of Directors of the Applicant Company
a. The Transferor Company is a wholly owned subsidiary of the Transferee Company. The Transferee Company is in the packaging industry, which has requirement of blown films, poly granules, cellulose films, polyethylene, plastic films, metal films etc (“materials”). The said material is the one in which the Transferor Company is engaged. TCPL Innofilms Private Limited is wholly-owned subsidiary of Amalgamated Company. In order to consolidate the business in one place and effectively manage the Amalgamating Company and Amalgamated Company as a single entity, which will provide several benefits including streamlined group structure by reducing the number of legal entities, reducing the multiplicity of legal and regulatory compliances, rationalizing costs, it is intended that the Transferor Company be amalgamated with the Transferee Company.
b. The amalgamation contemplated in the present scheme will ensure consolidation of business, optimized legal structure, significant cost savings and other administrative benefits, some of which are stated below:
c. The merger will result in achieving greater integration and greater financial strength and flexibility and to maximize overall shareholders’ value.
d. The merger will result in achieving cost savings from more focused operational efforts, rationalization, standardization and simplification of business processes and productivity improvements.
e. The merger will result in greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities, to maximize shareholders value.
f. The merger will help in consolidating and improving the internal control systems and procedures which will bring greater management and operational efficiency due to integration of various similar functions being carried out by the entities such as human resources, finance, legal, management etc.
g. The merger will result in a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Amalgamating Company and the Amalgamated Company.

h. The merger will also enable unified accounting and auditing resulting in reduction of costs and time and efforts involved.
i. The merger will result in simplification of group structure.

In view of the aforesaid, the Board of Directors of TIPL as well as the Board of Directors of the Applicant Company have considered and proposed the merger of TIPL with Applicant Company in order to benefit the stakeholders of both the companies. Accordingly, the Board of Directors of both the companies have formulated this Scheme of Amalgamation for the transfer and vesting of the entire undertaking and business of TIPL with and into the Applicant Company. Upon the Scheme becoming effective, there will not be any adverse effect of the Scheme on the Shareholders, creditors, employees and other stakeholders of TIPL and the Applicant Company.

(e) Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities in relation to the Scheme

In compliance of SEBI Circular CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, the Applicant Company by its letter dated 29[th] May 2023, forwarded copy of the Scheme to BSE Limited and National Stock Exchange of India Limited. TIPL, being wholly owned subsidiary of the Applicant Company, pursuant to Regulation 37(6) of the LODR Regulations, there is no requirement of obtaining any ‘No-Objection Letter’ or ‘Observation Letter’ to the Scheme from the Stock Exchanges on which the securities of the Company are listed.

(f) Details of availability of the following documents for obtaining extracts from or making or obtaining copies

The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members and creditors of the Applicant Company at its Registered Office Empire Mills Complex, 414 Senapati Bapat Marg, Mumbai 400013, Maharashtra, India between 10.00 A.M. to 5.00 P.M. on any working day up to the date of the Meeting:

A. Certified copy of the order passed by the Hon’ble Mumbai Bench of the NCLT in Company Scheme Application no. 189 of 2023, dated 15[th] January, 2024 directing the Applicant Company to convene the Tribunal Convened Meeting;
B. Copy of the Scheme;
C. Copies of the Memorandum of Association and Articles of Association of the Applicant Company and TIPL;
D. Copies of the latest audited financial statements of the Applicant Company and TIPL including consolidated financial statements;
E. Register of Directors’ and Key Managerial Personnel and the Shareholding of the Applicant Company and TIPL;
F. Copy of the Audit Committee Report dated 26[th] May, 2023 of the Applicant Company.
G. Copy of the respective Board resolutions dated May 26, 2023 and May 15, 2023 and of the Applicant Company and TIPL approving the Scheme; The certificates issued by Auditors of the Applicant Company to the effect that the accounting treatment, if any, proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Act;
H. Copy of the reports adopted by the Board of the Applicant Company and TIPL pursuant to Section 232(2)(c) of the Act;

I. Copy of Form No. GNL-1 filed by the respective Companies with the concerned Registrar of Companies along with challans, evidencing fling of the Scheme; and
The relevant clauses of the Scheme are as under:

5.1. (ii) “Appointed Date” means the opening of the business hours as on 1st April, 2023 or if the Board of Directors of the Transferor Company and the Transferee Company require any other date or the Central Government or other competent authority modifies the appointed date to such other date, then the same shall be the appointed date;

5.1. (ix) “Effective Date” shall mean the day on which the order passed by NCLT sanctioning the proposed Scheme after obtaining the relevant approvals, is filed with the Registrar of Companies, Mumbai. Any references in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” or “Scheme taking effect” or “upon the scheme becoming effective” shall mean the Effective Date;

5.1 (xx) “Undertaking” shall mean the entire business of the Transferor Company and all its assets, powers, rights, licenses and agreements including contracts, agreement if any and all of their debts, outstanding liabilities, employees, duties and obligations as on the Appointed Date including, but not in any way limited to, the following:

a. all the assets and properties (whether movable or immovable, tangible or intangible, real or personal, in possession or reversion, corporeal or incorporeal, present, future or contingent of whatsoever nature) of the Transferor Company, whether situated in India or abroad, including, without limitation, all land, buildings and structures, offices, residential and other premises, capital work-in-progress, machines and equipment, furniture, fixtures, office equipment, computers, appliances, accessories, power lines, intangible assets, brands, trademarks, copyrights, stocks, current assets (including inventories, sundry debtors, bills of exchange, loans and advances), investments of all kinds (including shares, scrips, stocks, bonds, debenture stocks, units or pass through certificates), cash and bank accounts (including bank balances), contingent rights or benefits, benefits of any deposits, earnest monies, receivables, advances or deposits paid by or deemed to have been paid by the Transferor Company, financial assets, benefit of any bank guarantees, performance guarantees and letters of credit, leases (including lease rights), hire purchase contracts and assets, lending contracts, rights and benefits under any agreement, benefit of any security arrangements or under any guarantees, reversions, powers, tenancies in relation to the office and/or residential properties, rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, titles, interest, other benefits (including tax benefits), tax holiday benefit, incentives, credits (including tax credits), Minimum Alternate Tax Credit entitlement (“MAT Credit”), easements, privileges, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Company or in connection with or relating to the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company, whether in India or abroad;
b. all agreements, contracts, rights, contracts (including but not limited to agreements with respect to the immovable properties being used by the Transferor Company by way of lease, license and business arrangements), permits, quotas, rights, entitlements, industrial and other licenses, bids, tenders, letters of intent, permits, incentives, approvals, registrations, tax deferrals, subsidies, concessions, grants,

rights, claims, leases, licenses, right to use and/ or access, tenancy rights, liberties, special status and other benefits or privileges and claims as to any patents, trademarks, designs, quota rights, engagements, arrangements, authorities, allotments, security arrangements (to the extent provided herein), benefits of any guarantees, reversions, powers and all other approvals, sanctions and consents of every kind, nature and description whatsoever relating to the Transferor Company business activities and operations and that may be required to carry on the operations of the Transferor Company, expressions of interest, approvals, consents, subsidies, privileges, income tax benefits and exemptions in respect of the profits of the undertaking for the residual period, i.e., for the period remaining as on the appointed date out of the total period for which the benefit or exemption is available in law if the amalgamation pursuant to this Scheme was not taken place, all other rights including sales tax deferrals and exemptions and other benefits, receivables, and liabilities related thereto, licenses, powers and facilities of every kind, nature and description whatsoever provisions and benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to the Transferor Company;

c. Amounts claimed by the Transferor Company whether or not so recorded in the books of account of the respective Transferor Company from any Governmental Authority, under any law, act or rule in force, as refund of any tax, duty, cess or of any excess payment.
d. Right to any claim not preferred or made by the Transferor Company in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Transferor Company and any interest thereon, with regard to any law, act or rule or scheme made by the Governmental Authority, and in respect of set-off, carry forward of un-absorbed losses, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortization benefit, etc. under the Income-tax Act, 1961, or taxation laws of other countries, or any other or like benefits under the said acts or under and in accordance with any law or act, whether in India or anywhere outside India.
e. All debts, borrowings, obligations, duties and liabilities, both present and future (including deferred tax liabilities, contingent liabilities and the liabilities and obligations under any licenses (including EPCG licenses) or permits or schemes) of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized, whether Unsecured or Secured, whether in Rupees or foreign currency, whether provided for or not in the books of accounts or disclosed in the balance sheet of the Transferor Company;
f. All trade and service names and marks, patents, copyrights, designs and other intellectual property rights of any nature whatsoever, books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise like EPCG), drawings, computer programs, manuals, data, catalogues, quotations, sales and advertising material, lists of present and former customers and suppliers, other customer information, customer credit information, customer pricing information and all other records and documents, whether in physical or electronic form relating to business activities and operations of the Transferor Company; and
g. All other obligations of whatsoever kind, including liabilities of the respective Transferor Company regarding their employees, with respect to the payment of gratuity, pension benefits and the provident fund or compensation, if any, in the event of resignation, death, voluntary retirement or retrenchment.

9. CONSIDERATION

is held by the Transferee Company and hence the Transferee Company cannot issue the shares to itself. However, the following shall be the treatment:

9.1 The entire paid-up share capital of all the Transferor Company is held by the Transferee Company. Therefore, upon this scheme becoming effective, the entire Issued, Subscribed and Paid-up Share Capital shall ipso facto, without any further application, act or deed shall stand cancelled on the Effective Date and no new shares of the Transferee Company will be issued or allotted in respect of equity shares held by the Transferee Company in the Transferor Company in consideration of Amalgamation.
9.2 The Approval of this Scheme by the Shareholders of the Companies shall be deemed to have the approval under Section 13 and Section 14 of the Companies Act, 2013 and other applicable provisions of the Act, 2013 and any other consents and approvals required in this regard.

21. CONDITIONALITY OF THE SCHEME

The Scheme is and shall be conditional upon and subject to:

(i) The requisite sanction or approval from SEBI, Stock exchanges as per the provisions of the SEBI Circular CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 (presently SEBI approval is not required) nor any other statutory or regulatory authority, if any, which by law may be necessary for the implementation of this Scheme.
(ii) The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members and/or creditors of Transferor Company, as prescribed under the Act and as may be directed by the NCLT.
(iii) The sanction of this Scheme by the NCLT under Sections 230 to 232 and other applicable provisions, if any of the Act in favour of Transferor Company.
(iv) Certified or authenticated copy of the Order of the NCLT sanctioning the Scheme being filed with the Registrar of Companies by Transferor and the Transferee Company.

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

22. Documents required to be circulated for the Tribunal Convened Meeting under Section 232(2) of the Act and SEBI Scheme Circular:

As required under Section 232(2) of the Act and paragraph 8 of the SEBI Scheme Circular, the following documents are being circulated with this Notice and the Explanatory Statement:

Scheme of Amalgamation by way of Merger by Absorption among TIPL into TCPL Packaging Limited and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013, enclosed as Annexure 1 .
Report adopted by the Board of Directors of TCPL Packaging Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 2 .
Report adopted by the Board of Directors of TCPL Innofilms Private Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 3 .
Pre-Scheme and post-Scheme shareholding pattern of TCPL Packaging Limited and Pre-Scheme shareholding pattern of TCPL Innofilms Private Limited as of December 31, 2023, enclosed as Annexure 4 .

Un-audited Financial results of TCPL Packaging Limited for the period ended September 30, 2023, enclosed as Annexure 5 .
Un-audited financial statements of TCPL Innofilms Private Limited for the period ended September 30, 2023, enclosed as Annexure 6 .

Annexure-1

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Annexure-2

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REPORT ADOPTED BY THE BOARD OF DIRECTORS OF TCPL PACKAGING LIMITED (‘COMPANY’) IN ACCORDANCE WITH SECTION 232(2) OF THE COMPANIES ACT, 2013 AT ITS MEETING HELD ON 26[TH] MAY, 2023

The Board of Directors (‘Board’) of the Company (‘TCPL’/ ‘Transferee Company’) at its meeting held on 26[th] May, 2023 approved a draft of the proposed scheme of amalgamation between the Company and TCPL Innofilms Private Limited (‘TIPL/ Transferor Company’), and their respective shareholders and creditors (‘Scheme’), which involves inter-alia, the following:
(a) consider and approve amalgamation of TIPL, wholly owned subsidiary of the Company with the Company, and their respective shareholders and creditors, and dissolution of TIPL without winding up, subject to necessary approvals from statutory and regulatory authorities, the shareholders and creditors of the companies.

Pursuant to the provisions of Sections 230-232 and other relevant provisions of the Companies Act, 2013 (‘Act’) in the manner provided for in the Scheme.

(b) The Scheme is proposed to be effective from the Appointed Date (as defined in the scheme) and operative from the effective date (as defined in the scheme).
(c) The following documents were placed before the board:
- i. Draft of the proposed scheme
- ii. Various other documents and presentations in the connected matters incidental, consequential, or otherwise integral therewith.
As per Section 232(2)(c ) of the Act, a report is required to be adopted by the Directors explaining effect of the Scheme on each class of shareholders, key managerial person, promoters and nonpromoter shareholders of the Company laying out in particular the Share Exchange Ratio (if any). (‘Report’).
The Scheme is subject to the following approvals/ intimations:
Intimation to the Stock Exchanges as per Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;
Approval of shareholders and creditors of both the Company and TIPL (as may be directed by the National Company Law Tribunal, Mumbai Bench) (‘NCLT’);
Order of the Mumbai Bench of the NCLT, approving the Scheme.

Having regard to the applicability of the aforesaid provision, the Scheme was placed before the Board.

5. Rationale of the Scheme

a. The Transferor Company is a wholly owned subsidiary of the Transferee Company. The Transferee Company is in the packaging industry, which has requirement of blown films, poly granules, cellulose films, polyethylene, plastic films, metal films etc (“materials”). The said material is the one in which the Transferor Company is engaged. TCPL Innofilms Private Limited is wholly-owned subsidiary of TCPL Packaging Limited . In order to consolidate the business in one place and effectively manage the Amalgamating Company and Amalgamated Company as a single entity, which will provide several benefits including streamlined group structure by reducing the number of legal entities, reducing the multiplicity of legal and regulatory compliances, rationalizing costs, it is intended that the Transferor Company be amalgamated with the Transferee Company.
b. The amalgamation contemplated in the present scheme will ensure consolidation of business, optimized legal structure, significant cost savings and other administrative benefits, some of which are stated below:
c. The merger will result in achieving greater integration and greater financial strength and flexibility and to maximize overall shareholders’ value.
d. The merger will result in achieving cost savings from more focused operational efforts, rationalization, standardization and simplification of business processes and productivity improvements.
e. The merger will result in greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities, to maximize shareholders value.
f. The merger will help in consolidating and improving the internal control systems and procedures which will bring greater management and operational efficiency due to integration of various similar functions being carried out by the entities such as human resources, finance, legal, management etc.
g. The merger will result in a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Amalgamating Company and the Amalgamated Company.
h. The merger will also enable unified accounting and auditing resulting in reduction of costs and time and efforts involved.
i. The merger will result in simplification of group structure.

In view of the aforesaid, the Board of Directors of the Transferor Company as well as the Board of Directors of the Transferee Company have considered and proposed the merger of the Transferor Company with Transferee Company in order to benefit the stakeholders of both the companies. Accordingly, the Board of Directors of both the companies have formulated this Scheme of Amalgamation for the transfer and vesting of the entire undertaking and business of the Transferor Company with and into the Transferee Company. Upon the Scheme becoming effective, there will not be any adverse effect of the Scheme on the Shareholders, creditors, employees and other stakeholders of the Transferor Company and the Transferee Company.

6. Effect of Scheme on stakeholders

S.No.	Category of Stakeholder	Effect of the Scheme on Stakeholders
A	Shareholders	As the Scheme envisages the merger of 100% subsidiary with its Holding Company, there would not be any change in the value of the shareholders. Upon Scheme becoming effective and in consideration for the transfer and vesting of TIPL into Company, no shares will be issued as the entire share capital of TIPL is held by the Company and hence the Company cannot issue the shares to itself. Hence the following would be the treatment: 1. The entire paid-up share capital of TIPL is held by the Company. Therefore, upon this scheme becoming effective, the entire Issued, Subscribed and Paid-up Share Capital shall ipso facto, without any further application, act or deed shall stand cancelled on the Effective Date and no new shares of the Company will be issued or allotted in respect of equity shares held by the Company in TIPL in consideration of Amalgamation. 2. The Approval of this Scheme by the Shareholders of the Companies shall be deemed to have the approval under Section 13 and Section 14 of the Companies Act, 2013 and other applicable provisions of the Act, 2013 and any other consents and approvals required in this regard.
B	Promoters	Please refer to point (A) above for details regarding the effect on the shareholders. The promoters of the Company shall continue to remain thepromoters,even after the effectiveness of the Scheme.
C	Non - Promoter Shareholders	Please refer to point (A) above for details regarding the effect on the shareholders.
D	Director(s) and Key Managerial Personnel (“KMPs”)	Upon the scheme becoming effective, the transferor Company shall stand dissolved without being wound up. In the circumstances, the Directors and KMPs of the transferor Company will continue with the Transferee Company without any interruption of or break in service. However, their designations will be decided by the Transferee Company. None of the Directors or KMPs of the transferor Company and their respective relatives have any material interest in the scheme.
E	Employees	As stated in the scheme with effect from the effective date all the staff and employees of the transferor Company shall become and be deemed to have become the staff and employees of the transferee Company on terms and conditions not less favourable than those on which they are engaged by the transferor Company and without any interruption of or break in service In the circumstances the rights of the staff and employees of the transferor Companywould in no waybe effected bythe scheme.
G	Creditors	Under the Scheme, no arrangement is sought to be entered into between the Company and its creditors. The interest of the creditors of the Companyshall not be impacted in anymanner.

H	Depositors	Not Applicable. The Companydoes not have anyDepositors.
I	Debenture holders, Debenture trustee	Not Applicable. The Company does not have any Debenture holders / Debenture trustee.
J	Deposit Trustee	Not Applicable. The Company does not have any Deposit Trustee.

7. Valuation and Accounting Treatment

Upon Scheme becoming effective and in consideration for the transfer and vesting of Transferor Company into Transferee Company, no shares will be issued as the entire share capital of all the Transferor Company is held by the Transferee Company and hence the Transferee Company cannot issue the shares to itself. However, the following shall be the treatment:

a. The entire paid-up share capital of all the Transferor Company is held by the Transferee Company. Therefore, upon this scheme becoming effective, the entire Issued, Subscribed and Paid-up Share Capital shall ipso facto, without any further application, act or deed shall stand cancelled on the Effective Date and no new shares of the Transferee Company will be issued or allotted in respect of equity shares held by the Transferee Company in the Transferor Company in consideration of Amalgamation.
b. The Approval of this Scheme by the Shareholders of the Companies shall be deemed to have the approval under Section 13 and Section 14 of the Companies Act, 2013 and other applicable provisions of the Act, 2013 and any other consents and approvals required in this regard.

8. Adoption of the Report by the Directors

The Directors of the Company have adopted this Report after noting and considering the information set forth in this Report. The Board or any duly authorised committee by the Board is entitled to make relevant modifications to this Report, if required, and such modifications or amendments shall be deemed to form part of this Report.

For TCPL Packaging Limited

Sd/Harish Anchan Company Secretary Date: 26[th] May, 2023 Place: Mumbai

Annexure-3

TCPL Innofilms Films Private Limited

CIN:-U25209MH2020PTC338202

Regd Office : Empire Mills Complex, 414, Senapati Bapat Marg Lower Parel Mumbai 400 013 Tele:- 91 22 61646000, email :[email protected]

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF TCPL INNOFILMS PRIVATE LIMITED (‘COMPANY’) IN ACCORDANCE WITH SECTION 232(2) OF THE COMPANIES ACT, 2013 AT ITS MEETING HELD ON 15[TH] MAY, 2023

The Board of Directors (‘Board’) of the Company (‘TIPL’/ ‘Transferor Company’) at its meeting held on 15[th] May, 2023 approved a draft of the proposed scheme of amalgamation between the Company and TCPL Packaging Limited (‘TCPL/ Transferee Company’), and their respective shareholders and creditors (‘Scheme’), which involves inter-alia, the following:
(a) consider and approve amalgamation of the Company, wholly owned subsidiary of TCPL with TCPL, and their respective shareholders and creditors, and dissolution of the Company without winding up, subject to necessary approvals from statutory and regulatory authorities, the shareholders and creditors of the companies.
Pursuant to the provisions of Sections 230-232 and other relevant provisions of the Companies Act, 2013 (‘Act’) in the manner provided for in the Scheme.
(b) The Scheme is proposed to be effective from the Appointed Date (as defined in the scheme) and operative from the effective date (as defined in the scheme).
(c) The following documents were placed before the board:
i. Draft of the proposed scheme
ii. Various other documents and presentations in the connected matters incidental, consequential, or otherwise integral therewith.
As per Section 232(2)(c ) of the Act, a report is required to be adopted by the Directors explaining effect of the Scheme on each class of shareholders, key managerial person, promoters and non-promoter shareholders of the Company laying out in particular the Share Exchange Ratio (if any). (‘Report’).
The Scheme is subject to the following approvals/ intimations:
Intimation to the Stock Exchanges as per Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;
Approval of shareholders and creditors of both the Company and TCPL (as may be directed by the National Company Law Tribunal, Mumbai Bench) (‘NCLT’);
Order of the Mumbai Bench of the NCLT, approving the Scheme.
Having regard to the applicability of the aforesaid provision, the Scheme was placed before the Board.

5. Rationale of the Scheme

a. The Transferor Company is a wholly owned subsidiary of the Transferee Company. The Transferee Company is in the packaging industry, which has requirement of blown films, poly granules, cellulose films, polyethylene, plastic films, metal films etc (“materials”). The said material is the one in which the Transferor Company is engaged. TCPL Innofilms Private Limited is wholly-owned subsidiary of TCPL Packaging Limited . In order to consolidate the business in one place and effectively manage the Amalgamating Company and Amalgamated Company as a single entity, which will provide several benefits including streamlined group structure by reducing the number of legal entities, reducing the multiplicity of legal and regulatory compliances, rationalizing costs, it is intended that the Transferor Company be amalgamated with the Transferee Company.
b. The amalgamation contemplated in the present scheme will ensure consolidation of business, optimized legal structure, significant cost savings and other administrative benefits, some of which are stated below:
c. The merger will result in achieving greater integration and greater financial strength and flexibility and to maximize overall shareholders’ value.
d. The merger will result in achieving cost savings from more focused operational efforts, rationalization, standardization and simplification of business processes and productivity improvements.
e. The merger will result in greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities, to maximize shareholders value.
f. The merger will help in consolidating and improving the internal control systems and procedures which will bring greater management and operational efficiency due to integration of various similar functions being carried out by the entities such as human resources, finance, legal, management etc.
g. The merger will result in a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Amalgamating Company and the Amalgamated Company.
h. The merger will also enable unified accounting and auditing resulting in reduction of costs and time and efforts involved.
i. The merger will result in simplification of group structure.

In view of the aforesaid, the Board of Directors of the Transferor Company as well as the Board of Directors of the Transferee Company will consider and propos the merger of the Transferor Company with Transferee Company in order to benefit the stakeholders of both the companies. Accordingly, the Board of Directors of both the companies will formulat the Scheme of Amalgamation for the transfer and vesting of the entire undertaking and business of the Transferor Company with and into the Transferee Company. Upon the Scheme becoming effective, there will not be any adverse effect of the Scheme on the Shareholders, creditors, employees and other stakeholders of the Transferor Company and the Transferee Company.

6. Effect of Scheme on stakeholders

S.No.	Category of Stakeholder	Effect of the Scheme on Stakeholders
A	Shareholders (promoters and non- promoters)	Upon Scheme becoming effective and in consideration for the transfer and vesting of the Company into TCPL, no shares will be issued as the entire share capital of TIPL is held by the TCPL and hence TCPL cannot issue the shares to itself. Hence, the following shall be the treatment: 1. The entire paid-up share capital of the Company is held by TCPL. Therefore, upon this scheme becoming effective, the entire Issued, Subscribed and Paid-up Share Capital shall ipso facto, without any further application, act or deed shall stand cancelled on the Effective Date and no new shares of TCPL will be issued or allotted in respect of equity shares held by TCPL in TIPL in consideration of Amalgamation. 2. The Approval of this Scheme by the Shareholders of the Companies shall be deemed to have the approval under Section 13 and Section 14 of the Companies Act, 2013 and other applicable provisions of the Act, 2013 and any other consents and approvals required in this regard.
B	Key Managerial Personnel (“KMPs”)	Upon the Effective Date (as defined in the Scheme), all employees of the Company shall be deemed to have become employees of TCPL, without any interruption of service and on the basis of continuity of service and terms and conditions no less favourable than those applicable to them with reference to the Company. Under the Scheme, with effect from the Effective Date, TIPL will stand dissolved without winding up. In the circumstances, the Key Managerial Personnel of the Company will cease to be the KeyManagerial Personnel of the Company.
C	Director(s)	Upon the effectiveness of the Scheme, TIPL shall stand dissolved without winding up and accordingly, the Board of Directors of TIPL shall cease to exist.
D	Employees	On the Scheme becoming effective, all staff, workmen and employees of TIPL in service on the Effective Date shall be deemed to have become staff, workmen and employees of TCPL with effect from the Appointed Date without any break, discontinuance or interruption in their service and on the basis of continuity of service, and the terms and conditions of their employment with TCPL shall be the same as their existing terms of employment in TIPL on the Effective Date.
E	Creditors	The Scheme shall not affect any of the Companies’ creditors / banks / financial institutions. The Scheme does not provide any compromise or arrangement with the creditors and / or shareholders’ except as provided in the Scheme. The securities if any provided by the TIPL and TCPL for any borrowings, loan or debt would continue to remain the securityattached to such borrowings,loan or debt.
F	Depositors	Not Applicable. TIPL does not have anyDepositors.

G	Debenture holders, Debenture trustee	Not Applicable. TIPL does not have any Debenture holders / Debenture trustee.
H	Deposit Trustee	Not Applicable. TIPL does not have anyDeposit Trustee.

7. Valuation and Accounting Treatment

a. The entire paid-up share capital of all the Transferor Company is held by the Transferee Company. Therefore, upon this scheme becoming effective, the entire Issued, Subscribed and Paid-up Share Capital shall ipso facto, without any further application, act or deed shall stand cancelled on the Effective Date and no new shares of the Transferee Company will be issued or allotted in respect of equity shares held by the Transferee Company in the Transferor Company in consideration of Amalgamation.
b. The Approval of this Scheme by the Shareholders of the Companies shall be deemed to have the approval under Section 13 and Section 14 of the Companies Act, 2013 and other applicable provisions of the Act, 2013 and any other consents and approvals required in this regard.

8. Adoption of the Report by the Directors

For TCPL Innofilms Private Limited

Sd/-

Pooja Soni Company Secretary Date: 15[th] May, 2023 Place: Mumbai

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Annexure-4

TCPL Packaging Limited

Pre-Scheme Shareholding Pattern of Promoter Group and Public Shareholders

(Pre- Scheme Shareholding pattern is based on Benpose Report dated 31[st] December, 2023)

		Pre-Scheme
Category of shareholder	No. of shareholders	No. of fully paid up equity shares held	% of Shareholding

(A) Promoter & Promoter Group	12	50,71,974	55.74%
A1) Indian
Individuals/Hindu undivided Family	8	7,47,621	8.22%
Any Other-Bodies Corporate	4	43,24,353	47.52%
A2) Foreign	-	-	-

(B) Public	15,673	40,05,626	44.02%
B1) Institutions	14	6,58,465	7.24%
B2) Central Government/ State Government(s)/ President of India	1	50	0.00%
B3) Non-Institutions
Directors and their relatives (excluding Independent Directors and nominee Directors)	1	1,500	0.02%
Key Managerial Personnel	-	-
Investor Education And Protection Fund Authority Ministry Of Corporate Affairs (IEPF)	1	1,62,448	1.79%
Individual share capital upto Rs. 2 Lacs	14,938	13,61,150	14.96%
Individual share capital in excess of Rs. 2 Lacs	11	13,08,799	14.38%
Non Resident Individuals	355	75,203	0.83%
Bodies Corporate	100	3,81,077	4.19%
Any Other (specify)	252	56,934	0.63%
Escrow Account	2	200	0.00%
Trust	2	6,988	0.08%
LLP	12	2,897	0.03%
Clearing Members	2	49	0.00%
HUF	234	46,800	0.51%

(C) Non Promoter-Non Public	1	22,400	0.25%
(C1) Shares underlying DRs	-	-	-
(C2) Shares held by Employee Trust	1	22,400	0.25%

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Grand Total 15,686 91,00,000 100.00%

For TCPL Packaging Limited

Sd/S G Nanavati Executive Director DIN:- 00023526

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Annexure-4

TCPL Packaging Limited

Post-Scheme Shareholding Pattern of Promoter Group and Public Shareholders (as on record date)


		Post-Scheme
Category of shareholder	No. of shareholders	No. of fully paid up equity shares held	% of Shareholding

(A) Promoter & Promoter Group	12	50,71,974	55.74%
A1) Indian
Individuals/Hindu undivided Family	8	7,47,621	8.22%
Any Other-Bodies Corporate	4	43,24,353	47.52%
A2) Foreign	-	-	-

(B) Public		40,05,626	44.02%
(C) Non Promoter-Non Public	1	22,400	0.25%
(C1) Shares underlying DRs	-	-	-
(C2) Shares held by Employee Trust	1	22,400	0.25%

Grand Total		91,00,000	100.00%

Note: As TCPL Innofilms Private Limited is 100% subsidiary of the Company, upon merger, no new shares are required to be issued and hence there would be no change in the shareholding pattern of the Transferee Company. Number of Public shareholders may not remain same as on the future date as the shares of TCPL Packaging Limited are Frequently traded shares.

For TCPL Packaging Limited

Sd/S G Nanavati Executive Director DIN:- 00023526

TCPL Innofilms Films Private Limited

CIN:-U25209MH2020PTC338202

Regd Office : Empire Mills Complex, 414, Senapati Bapat Marg Lower Parel Mumbai 400 013 Tele:- 91 22 61646000, email :[email protected]

Pre-Scheme Shareholding Pattern as on 31/12/2023

Sr. No	Name on Register of Members	Beneficial Owner	Shares	%
1	TCPL Packaging Limited	TCPL Packaging Limited	13999900	99.999
2	Mr. Saket Kanoria	TCPL Packaging Limited	100	0.001
	Total		14000000	100

For TCPL Innofilms Private Limited

Sd/S G Nanavati Director DIN:- 00023526

Annexure-5

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Independent Auditor's Review Report on the Quarterly and half year ended September 2023 Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

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To the Board of Directors of TCPL Packaging Limited

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We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of TCPL PACKAGING LIMITED (�the Company�) for the quarter and half year ended September 30, 2023 (the �Statement�), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

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This Statement which is the responsibility of the Company�s Management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards 34 �Interim Financial Reporting� (�Ind AS 34�), prescribed under section 133 of the Companies, Act 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion based on our review of such interim standalone financial information.

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We conducted our review of the statement in accordance with the Standard on Review Engagement (SRE) 2410, �Review of Interim Financial Information Performed by the Independent Auditor of the Entity� issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards (�IND AS�) prescribed under section 133 of the Companies Act, 2013, read with relevant rules issued thereunder and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

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For Singhi & Co. Chartered Accountants Firm Registration No. 302049E

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Sameer Mahajan

Partner Membership No. 123266 UDIN: 23123266BGYOQV2602

Place: Mumbai Date: November 08, 2023

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Independent Auditor�s Review Report on Quarter and Half year ended September 2023 Unaudited Consolidated Financial Results of the Company pursuant to Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (as amended)

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To the Board of Directors of TCPL Packaging Limited

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We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of TCPL Packaging Limited ( hereinafter referred to as �the Holding Company�) and its subsidiary ( the Holding Company and its Subsidiary together referred to as � the Group� ) for the quarter and half year ended September 30, 2023 (�the Statement� ) attached herewith being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

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This Statement, which is the responsibility of the Holding Company�s Management and has been approved by the Holding Company�s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards 34 �Interim Financial Reporting� (�Ind AS 34�), prescribed under section 133 of the Companies Act 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a conclusion on these financial results based on the review.

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We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, �Review of Interim Financial Information Performed by the Independent Auditor of the Entity� issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

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The Statement includes the results of the following subsidiaries:
i) TCPL Innofilms Private Limited.
ii) TCPL Middle East FZE.
iii) Creative Offset Printers Private Ltd

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Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (�Ind AS�) specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
We did not review the financial results of two subsidiary companies, included in the group result, whose financial result reflects total assets of Rs 13842.76 Lakhs as at 30[th] September 2023, Total revenue of Rs. 8559.45 lakhs and Rs.17666.51 Lakhs, Total Net loss after tax of Rs. 44.86 Lakhs and Rs.46.05 Lakhs, total comprehensive loss after tax of Rs.41.78 Lakhs and Rs.43.39 Lakhs for quarter and half year ended 30[th] September 2023 and September 2022 respectively. Results of these subsidiaries were reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to amounts and disclosures included in respect of these subsidiaries is based solely on the reports of other auditor and the procedure performed by us as stated in paragraph 3 above. Our conclusion on the statement is not modified in respect of the above matters.

Place: Mumbai Date: November 08, 2023

For Singhi & Co. Chartered Accountants Firm Registration No. 302049E Sameer Mahajan Partner Membership No. 123266 UDIN: 23123266BGYOQW7350

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38, Bombay Mutual Building, Tel: + 91(22) 4085 1000 2[nd] Floor, Dr. D N Road, Fort, Fax: + 91(22) 4085 1015 Mumbai – 400 001 Email [email protected] Web: www.shahgupta.com

. Shah Gupta & Co Chartered Accountants

Annexure-6

Independent Auditors’ Review Report on the Quarter and Year to date Unaudited Financial Results Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

TO, THE BOARD OF DIRECTORS TCPL INNOFILMS PRIVATE LIMITED

We have reviewed the accompanying Statement of Unaudited Financial Results of TCPL Innofilms Private Limited (the ‘Company’), for the period and quarter ended September 30, 2023 (“the Statement”) attached herewith, being submitted by TCPL Packaging Limited (‘’the Holding Company”) pursuant to the requirements of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).
This Statement, which is the responsibility of the Company’s Management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard (Ind AS) 34 “Interim Financial Reporting”, prescribed under section 133 of the Companies Act, 2013 (the “Act”), as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Listing Regulations. Our responsibility is to issue a report on the Statement based on our review.
We conducted our review of the statement in accordance with the Standard on Review Engagements (‘SRE’) 2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under sub section (10) of section 143 of the Act and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review conducted and procedure performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards specified under Section 133 of the Act, as amended, read with relevant rules issued there under and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
The financial results have been prepared for purpose of providing information to TCPL Packaging Limited, holding company to enable it to prepare the Group financial statements. These financial results are not a complete set of financial statements of the Company in accordance with accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules 2015, as amended underlying the group’s accounting policies and are not intended to present fairly, in all material respects (or to give a true and fair view of) the financial performance of the Company for the quarter and half year ended September 30, 2023 in accordance with the Group applicable financial reporting framework underlying the Group’s accounting policies. The financial results may, therefore, not be suitable for any other purpose.

For SHAH GUPTA & CO.,

Chartered Accountants

Firm Registration No.: 109574W

Parth P Patel

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Partner M. No.172670

Unique Document Identification Number (UDIN) for this document is 23172670BGXTRA5856

Place: Mumbai

Date: November 3, 2023

Page 1 of 1

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TCPL PACKAGING LIMITED

Regd. Office:- Empire Mills Complex, 414, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 CIN:-L22210MH1987PLC044505 Telephone No. :- + 91 22 61646000 Fax No. :- +91 22 24935893 Ermail:- [email protected] Website www.tcpl.in

ATTENDANCE SLIP

Meeting of the Secured Creditor(s) of the Company convened by the Hon’ble National Company Law Tribunal, Bench at Mumbai, to be held on Thursday, 7[th] March, 2024 at 3:30 p.m. IST

Name and address of the Secured Creditor Name and address of the Authorised Representative / Proxy Holder

I certify that I am an Secured Creditor / proxy / authorised representative for the Secured Creditor of the Company.

I, hereby record my presence at the meeting of the Secured Creditor(s) of the Company convened pursuant to an order pronounced on Monday, 15[th] January 2024 by the Hon’ble National Company Law Tribunal, Bench at Mumbai, to be held on Thursday, 7[th] March 2024 at 3:30 p.m. IST at registered office of the Company – Empire Mills Complex, 414 Senapati Bapat Marg, Lower Parel, Mumbai 400 013

Name of the Secured Creditor / Proxy Signature of the Secured Creditor / Proxy

Notes :

Only Secured Creditor / Proxy can attend the meeting. No minors would be allowed at the meeting.
The Secured Creditor, Proxy holder or the Authorized Representative attending this meeting must bring this attendance slip to the meeting and hand over at the entrance duly filled and signed for admission to the meeting hall.
The Secured Creditor, Proxy holder or the Authorized Representative are requested to bring their copy of notice for reference at the Meeting.
The authorized representative of a body corporate which is an Secured Creditor of the Company must bring an authority letter or power of attorney or a certified true copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the said Meeting.

PROXY FORM

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI

COMPANY SCHEME APPLICATION NO. 189 of 2023

C.P. (CAA)/2/MB-IV/2024

C.A. (CAA)/189/MB-IV/2023

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 – 232 and other applicable provisions of the Companies Act, 2013

And

In the matter of Scheme of Amalgamation (Merger by Absorption) of

TCPL Innofilms Private Limited (Transferor Company)

With

TCPL Packaging Limited (Transferee Company),

and their respective shareholders and creditors;

TCPL Packaging Limited (CIN: L22210MH1987PLC044505), a public limited company, incorporated under the Companies Act, 1956, having its registered office at Empire Mills Complex, 414 Senapati Bapat Marg, Lower Parel, Mumbai 400 013 …Second Applicant Company / Resulting Company

SECURED CREDITORS

FORM NO. MGT-11 | PROXY FORM

(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Name of the Secured Creditor(s): ……………………………………………………………………………………………... ……………………………………………………………………………………………... Registered address: ……………………………………………………………………………………………... ……………………………………………………………………………………………... ……………………………………………………………………………………………... E-mail Id: ……………………………………………………………………………………………...

I/We, being the Secured Creditor(s) of TCPL Packaging Limited, hereby appoint:

A. Name ……………………………………………………………………………………………... Address: ……………………………………………………………………………………………... ……………………………………………………………………………………………...

E-mail Id: ……………………………………………………………………………………………...

Signature …………………………………; or failing him / her

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B. Name ……………………………………………………………………………………………...
Address: ……………………………………………………………………………………………...
……………………………………………………………………………………………...
E-mail Id: ……………………………………………………………………………………………...
Signature …………………………………; or failing him / her
C. Name ……………………………………………………………………………………………...
Address: ……………………………………………………………………………………………...
……………………………………………………………………………………………...
E-mail Id: ……………………………………………………………………………………………...
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Signature …………………………………; or failing him / her

as my/our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the meeting of the Secured Creditor(s) of the Company convened pursuant to an order pronounced on Monday, 15[th] January, 2024 by the Hon’ble National Company Law Tribunal, Bench at Mumbai, to be held on Thursday, 7[th] March, 2024 at 3:30 p.m. IST at the situated at registered office of the Company – Empire Mills Complex, 414 Senapati Bapat Marg, Lower Parel, Mumbai 400 013 and at any adjournment thereof in respect of such resolutions as are indicated below.

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Sr. Resolution Vote (Optional)
No (Put a (√) mark)
For Against
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Sr. No Resolution Vote (Optional) (Put a (√) mark) For Against	Sr. No Resolution Vote (Optional) (Put a (√) mark) For Against	Sr. No Resolution Vote (Optional) (Put a (√) mark) For Against	Sr. No Resolution Vote (Optional) (Put a (√) mark) For Against
1	Approval of Scheme of Amalgamation (Merger by Absorption) of TCPL Innofilms Private Limited (Transferor Company) With TCPL Packaging Limited (Transferee Company), and their respective shareholders and creditors under Sections 230 – 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Note :

Please affix revenue stamp not less than Re.1 before putting signature.
Proxy need not be an Secured Creditor of the Company.
The Proxy Form in order to be effective shall be duly filled in and signed by the Secured Creditor(s) across Revenue Stamp and should reach the Company’s Registered Office: Empire Mills Complex, 414 Senapati Bapat Marg, Lower Parel, Mumbai 400 013 at least 48 hours before the commencement of the meeting (i.e. on Thursday, 7[th] March 2024 before 3.30 p.m.).
Corporate Secured Creditor(s) intending to send their authorised representative(s) to attend the meeting are requested to send an authority letter or power of attorney or a certified copy of the Board resolution authorizing their representative(s) to attend and vote on their behalf at the meeting.

In case of multiple proxies, the proxy later in time shall be accepted.
No person shall be appointed as a Proxy who is a minor.

ROUTE MAP

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Address-

TCPL Packaging Limited,

Empire Mills Complex,

414 Senapati Bapat Marg, Lower Parel, Mumbai - 400013. Telephone: Board +91 22 61646000 Website: www.tcpl.in

AI assistant

TCPL Packaging Limited — M&A Activity 2024

62327_rns_2024-02-05_65981b0f-4c5d-4884-a8bc-7f96ede1e5a5.pdf

For TCPL Packaging Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH

COURT – IV

O R D E R

HON’BLE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE

SECURED CREDITORS OF TCPL PACKAGING LIMITED

NOTICE TO THE SECURED CREDITORS

IN THE NATIONAL COMPANY LAW TRIBUNAL,

MUMBAI BENCH, MUMBAI

COMPANY SCHEME APPLICATION NO. 189 of 2023

C.P. (CAA)/2/MB-IV/2024

In

C.A. (CAA)/189/MB-IV/2023

And

And

TCPL Innofilms Private Limited ,

With

TCPL Packaging Limited,

NOTICE FOR THE TRIBUNAL CONVENED MEETING OF THE SECURED CREDITORS OF TCPL PACKAGING LIMITED

Notes:

(iii) Other Particulars of the Applicant Company as per Rule 6(3) of the Merger Rules

Post Scheme Capital Structure:

(d) Details of the Promoters and Directors along with their addresses

(g) Amounts due to Secured creditors

(i) Disclosure about the effect of the Scheme on the following persons:

(iv) Other Particulars of TIPL as per Rule 6(3) of the Merger Rules

Post Scheme Capital Structure:

(g) Disclosure about the effect of the Scheme on the following persons:

(a) Relationship between the Applicant Company and TIPL:

Record Date: Not applicable

9. CONSIDERATION

21. CONDITIONALITY OF THE SCHEME

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF TCPL PACKAGING LIMITED (‘COMPANY’) IN ACCORDANCE WITH SECTION 232(2) OF THE COMPANIES ACT, 2013 AT ITS MEETING HELD ON 26[TH] MAY, 2023

5. Rationale of the Scheme

6. Effect of Scheme on stakeholders

7. Valuation and Accounting Treatment

8. Adoption of the Report by the Directors

For TCPL Packaging Limited

TCPL Innofilms Films Private Limited

CIN:-U25209MH2020PTC338202

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF TCPL INNOFILMS PRIVATE LIMITED (‘COMPANY’) IN ACCORDANCE WITH SECTION 232(2) OF THE COMPANIES ACT, 2013 AT ITS MEETING HELD ON 15[TH] MAY, 2023

5. Rationale of the Scheme

6. Effect of Scheme on stakeholders

7. Valuation and Accounting Treatment

8. Adoption of the Report by the Directors

For TCPL Innofilms Private Limited

Sd/-

Annexure-4

TCPL Packaging Limited

(Pre- Scheme Shareholding pattern is based on Benpose Report dated 31[st] December, 2023)

Annexure-4

TCPL Packaging Limited

For TCPL Packaging Limited

TCPL Innofilms Films Private Limited

CIN:-U25209MH2020PTC338202

Pre-Scheme Shareholding Pattern as on 31/12/2023

To the Board of Directors of TCPL Packaging Limited

To the Board of Directors of TCPL Packaging Limited

Annexure-6

For SHAH GUPTA & CO.,

TCPL PACKAGING LIMITED

ATTENDANCE SLIP

Notes :

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI

And

SECURED CREDITORS

FORM NO. MGT-11 | PROXY FORM

ROUTE MAP

Address-

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TCPL Packaging Limited M&A Activity 2024