NATIONAL COMPANY LAW TRIBUNAL

(Second Motion)

(Application under Sections 230 & 232 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, and

the National Company Law Tribunal Rules, 2016)

IN THE MATTER OF ARRANGEMENT BETWEEN:

Tex Corp Private Limited

Through its authorised representative

having its registered office at: : Mohammadpur Khandsa Road,

Gurgaon, Haryana PAN: AABCT4364L

CIN: U36100HR1982PTC014609

….…Demerged Company/Petitioner Company No.1

AND

Tex Fasteners Private Limited

having its registered office at : Mohammadpur Khandsa Road,

Gurgaon, Haryana PAN- AAKCT5394B

CIN: U14101HR2023PTC116244

...…Resulting Company/Petitioner Company No. 2

Order delivered on: 17.10.2025

CORAM: KHETRABASI BISWAL, MEMBER (JUDICIAL)

: KAUSHALENDRA KUMAR SINGH, MEMBER (TECHNICAL)

Present: -

For the Petitioner : Mr. Satwinder Singh, Mr. Lokesh Dhyani, Advocates &

Mr. G. S. Sarin, PCS

For the Income Tax : Mr. Varun Issar, Senior Standing Counsel

Department

For the RoC : Mr. Krishan Paul Dutt, AROC

ORDER

1. This is a joint Second Motion Petition filed by Petitioner Companies namely; Tex Corp Private Limited, (hereinafter referred as Petitioner Company No.1/Demerged Company) and Tex Fasteners Pvt. Ltd. (hereinafter referred as Petitioner Company No.2/Resulting Company) under Sections 230 to 232 of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) and other applicable provisions of the Act read with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 (the ‘Rules’), seeking sanction of the Scheme of Arrangement (hereinafter referred as “Scheme”) between the Petitioner Companies and their respective shareholders under Sections 230-232 of the Act. The copy of the Scheme is annexed as Annexure A to the Application.

2. The First Motion Application was disposed of vide order dated 02.07.2024, with directions to convene the meetings of secured and unsecured creditors of the Petitioner Company No.1 and to dispense with the meetings of equity shareholders and preference shareholders of both Petitioner Company, and secured creditors and unsecured creditors of the Petitioner Company No.2 for the reasons recorded in the aforesaid order. In compliance with the directions issued by this Tribunal, meetings of secured creditors and unsecured creditors of the Demerged Company were convened on 21.12.2024.

3. The Compliance Affidavit was filed by Petitioner Companies wherein, the meeting as per order dated 02.07.2024 was convened and as per Chairperson’s Reports, the resolution approving the scheme has been approved and passed by

100% in case of secured creditors and 99.99% in case of the unsecured creditors of Petitioner Company No.1.

4. The main objectives, date of incorporation, authorized and paid-up share capital, and the rationale of the Composite Scheme have been discussed in detail in the first motion order dated 02.07.2024.

5. The Composite Scheme of Arrangement provides for;

(i) creation of a separate and distinct entity for the Demerged Undertaking would lead to greater operational and administrative efficiency for the Demerged Company and would also allow the Resulting Company to manage the Demerged Undertaking more efficiently;

(ii) enabling the business and the activities·10 be pursued and carried on with greater focus and attention through two separate parallel companies with separate administrative set up of each of them in place.

(iii) The restructuring under this Scheme would enable a focused business approach for maximization of benefits to all stakeholders and capitalize on the opportunity for growth.

6. The Board of Directors of the Petitioner Companies, at their respective board meetings held on February 16, 2024, have considered and unanimously approved the proposed Scheme subject to the approval of the creditors and the sanctioning of the same by the Adjudicating Authority. The certified true copy of the Board Resolution approving the scheme of the Petitioner Companies is attached as Annexure-G