In the matter of

The Companies Act, 2013 (18 of 2013);

And

In the matter of

Sections 232 r/w Section 230

and other applicable provisions of the Companies

Act, 2013 and Rules framed thereunder as in

force from time to time;

and

In the matter of

Scheme of Amalgamation Varroc Polymers Limited

CIN U25209MH1995PLC090037 …Applicant Company 1/

Transferor Company

Varroc Engineering Limited

CIN L28920MH1988PLC047335 …Applicant Company 2/

Transferee Company

(Collectively referred to as ‘Applicant Companies’)

Order delivered on 01.08.2024

Coram:

Shri Prabhat Kumar Justice V.G. Bisht (Retd.) Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances (through)

For the Applicants : Mr. Hemant Sethi a/w Ms.

Devanshi Sethi & Ms.

Tanaya Sethi, Advocates

ORDER

1. The present scheme is a Scheme of Amalgamation between Varroc Polymers Limited (‘Transferor Company’) and Varroc Engineering Limited (‘Transferee Company’) and their respective shareholders sought under Section 232 r/w Section 230 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof), as may be applicable.

2. The Scheme of Amalgamation was approved by the Board of Directors of the respective Applicant Companies in their respective Board Meetings held on 17^th May 2024. The Board of Directors of the respective Applicant Companies believe that the Scheme is in the best interests of the respective entities and their respective stakeholders including their shareholders, employees, and creditors. The Appointed Date for the Scheme of Amalgamation is 1^st day of April 2024.

3. The First Applicant Company is engaged in manufacturing of automobile components and the Second Applicant Company is also engaged in manufacturing of automobile components and caters to customers both in the domestic and international markets.

4. The proposed Scheme will be beneficial to the Applicant Companies, their respective shareholders and creditors, employees and other stakeholders and the Rationale for the Scheme is as follows –

Rationale of the amalgamation:

a. Amalgamation will provide synergies by strengthening the operational capabilities and streamline operations which will result in efficiency of management and maximization of value for all the stakeholders;

b. Improved creditworthiness, cash flows and debt servicing abilities of the Transferee Company post amalgamation;

c. Pooling and more efficient utilization of the resources, leading to optimum use of infrastructure, cost reduction and efficiencies;

d. Ensuring a streamlined group structure by reducing the number of legal entities in the group, reducing the administrative hassles and multiplicity of inter-alia, legal and regulatory compliances required at present.

5. The Transferor Company is a wholly owned subsidiary of the Transferee Company. Accordingly, upon the Scheme becoming effective, no consideration shall be payable by the Transferee Company and the shares of the Transferor Company held by the Transferee Company (or its nominee shareholders) will stand cancelled, without any further act, instrument or deed and pursuant to merger.

6. The share capital of Transferor Company as on 31^st March, 2024 is as under:

The equity shares of the Transferor Company are not listed on any Stock Exchange. Subsequent to the above date, there has been no change in the authorized, issued and paid up share capital of the Transferor Company.

7. The share capital of Transferee Company as on 31^st March, 2024 is as under:

There has been no change in the capital structure of the Transferee Company subsequent to 31^st March, 2024 till the date of approval of the Scheme by the Board of the Transferee Company.

8. The First Applicant Company is a wholly owned subsidiary of the Transferee Company and the Transferee Company holds all the equity shares in the Transferor Company in its name except for 1 equity share each with Six nominee shareholders holding the shares jointly with the Transferee Company