IN THE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD

DIVISION BENCH

COURT - 1

ITEM No. 301

CP(CAA)/09(AHM)2024 in

CA(CAA)/61(AHM)2023

Order under Section 230-232 of Co Act, 2013

In The Matter Of:

Mafatlal Industries Ltd. ........Applicant

........Respondent

Order delivered on: 29/04/2024

Coram:

Mr. Shammi Khan, Hon’ble Member(J) Mr. Sameer Kakar, Hon’ble Member(T)

PRESENT:

For the Applicant : For the Respondent :

ORDER

The case is fixed for the pronouncement of the order. The order is pronounced

in the open court, vide separate sheet.

-SD- -SD-

SAMEER KAKAR SHAMMI KHAN

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - I, AHMEDABAD CP(CAA) No.09/NCLT/AHM/2024 in CA(CAA) No. 61/NCLT/AHM/2023 [Application under section 230-232 and other applicable Provisions of the Companies Act, 2013 read with the Companies (Compromise, Arrangement and Amalgamation)

Rules, 2016]

In the matter of the Scheme of reduction and reorganization of the capital MAFATLAL INDUSTRIES LIMITED CIN NO: L17110GJ1913PLC000035 Having its office at

301-302, Heritage Horizon, Third Floor, Off. C.G. Road, Navrangpura, Ahmedabad Gujarat – 380009 … Applicant Company Order pronounced on: 29.04.2024 CORAM:

Sh. SHAMMI KHAN, HON’BLE MEMBER (JUDICIAL)

Sh. SAMEER KAKAR, MEMBER (TECHNICAL)

For the Applicant : Mr. Saurabh Soparkar, Senior Adv.

a. w. Mr. Arjun Sheth, Advocate For the RD : Mr. Shiv Pal Singh, Deputy Director For the Income Tax : Ms. Bhumi Gandhi, Proxy Advocate for Ms. Maithili Mehta, Advocate

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O R D E R

1. The present Company Petition has been filed by the Petitioner Company above named for the purpose of the approval of the Scheme of Arrangement in the nature of reduction and reorganization of the capital of Mafatlal Industries Limited (for brevity “Applicant Company ”), under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity ‘the Rules’) (hereinafter referred to as the ‘SCHEME’) pursuant to the Scheme proposed by the Petitioner Company and the said Scheme is also annexed at "Annexure E” of the Petition.

2. The Scheme inter alia provides for the Arrangement in the nature of reduction and reorganization of the capital of Mafatlal Industries Limited.

3. Affidavit in support of the above Petition was sworn on behalf of the Petitioner Companies and has been filed by Mr. Amish Shah for the Applicant Company along

2 of 26 with the Petition. The above-named Authorised Signatories of Petitioner Company have been authorized vide Board Resolution dated 14.11.2022 passed by the Petitioner Company.

4. 1^ST MOTION APPLICATION – IN BRIEF

4.1 The Petitioner Company have filed the First Motion Application vide CA(CAA) No. 61/NCLT/AHM/2023 seeking reliefs as follows: -

4.2 Based on such application moved under Sections 230-

232 of the Companies Act, 2013; directions were issued by this Tribunal, vide order dated 19.12.2023 To order meeting of:

a) Equity Shareholder, Secured Creditor and Unsecured Creditor of the Applicant Company on 24.01.2024 at 11:00 AM, 01:00 PM and 02:00 PM respectively.

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4.3 Accordingly, the Tribunal has appointed Mr. Anil Kumar, Advocate as the Chairperson and Mr. Hitesh Buch, Practicing Company Secretary as the Scrutinizer of the meeting(s) and gave directions to comply with various stipulations contained in the Order including filing of the Chairperson’s Report.

4.4 This Tribunal also directed issuance of notices to statutory authorities viz. i) the Central Government through the Regional Director, North Western Region, ii) Registrar of Companies, Gujarat, iii) Income-Tax Authority, iv) the Official Liquidator and (v) Reserve Bank of India stating that the representations, if any, to be made by them within a period of 30 days from the date of receipt of such notice.

4.5 In compliance of the order dated 19.12.2023 made by this Tribunal in CA (CAA) No. 61 of 2023, The Applicant filed an affidavit on 18.01.202