In the matter of

The Companies Act, 2013 (18 of 2013);

AND

In the matter of

Sections 232 r/w 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

Composite Scheme of Amalgamation

TCNS Clothing Co. Limited

CIN No. – L99999MH1997PLC417265 …Applicant Company 1

Transferor Company

Aditya Birla Fashion and Retail Limited

CIN No. – L18101MH2007PLC233901 …Applicant Company 2

Transferee Company

(“Collectively referred as Applicant Companies”)

Order delivered on 26.04.2024

Coram:

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

Appearances (through)

For the Applicant(s) : Mr. Ahmed Chunawala, Advocate

ORDER

1. Heard the learned Counsel for the Applicant Companies.

2. The present Scheme is a Scheme of Amalgamation among TCNS Clothing Co. Limited (Transferor Company) and Aditya Birla Fashion and Retail Limited (Transferee Company) and their respective shareholders under sections 232 r/w Section 230 of the Companies Act, 2013 (‘Scheme’) and other Applicable provisions of the Companies Act, 2013.

3. The Board of Directors of the Transferor Company and Transferee Company in their re