IN THE NATIONAL COMPANY LAW TRIBUNAL

SPECIAL BENCH (Court-II)

KOLKATA

In the Matter of the Companies Act, 2013 - Section 230(1) read with

Section 232(1)

And

In the Matter of :

Luman Industries Limited, a company incorporated under the Companies Act, 1956 and being a Company within the meaning of the Companies Act, 1956, having Corporate Identification No. U27109WB1986PLC040361 and its registered office at 21, Hemanat Basu Sarani, Centre Point, 3rd Floor, Room No-312, Kolkata, West Bengal-

700001.

And

Luman Automotive Systems Private Limited, a company incorporated under the Companies Act, 1956 and being a Company within the meaning of the Companies Act, 1956, having Corporate Identification No. U74899WB1983PTC279083 and its registered office at Room No-312, 21

Hemanta Basu Sarani, Kolkata, West Bengal-700001.

And

Luman Filtration India Private Limited, a company incorporated under the Companies Act 2013, having Corporate Identification No. U74140WB2015PTC279082 and its registered office at Room No-312, 21 Hemanta Basu Sarani, Kolkata, West Bengal-700001.

And Grammar Online Retail Private Limited, a company incorporated under the Companies Act, 2013, having Corporate Identification No. U52609WB2019PTC233844 and its registered office at Room No-312, 21 Hemanta Basu Sarani, Kolkata, West Bengal-700001.

1. Luman Industries Limited

2. Luman Automotive Systems Private Limited

3. Luman Filtration India Private Limited

4. Grammar Online Retail Private Limited . . . . . Applicant(s)

Date of Pronouncement: 14.11.2025 Coram:

Shri. Cheekati Radha Krishna, Member (Judicial)

Ms. Rekha Kantilal Shah, Member (Technical)

Appearances (via Video Conference):

Mr. Varun Jain, Adv.

O R D E R

Per: Rekha Kantilal Shah, Member (Technical)

1. The instant application has been filed in the first stage of the proceedings under Section 230(1) read with Section 232(1) of the Companies Act, 2013 (“Act”) for orders and directions with regard to meetings of shareholders and creditors in connection with the Scheme of Arrangement (Demerger) and Merger between Luman Industries Limited, being the Applicant No.1 above- named ("Luman Industries Limited" or “Applicant No.1”), Luman Automotive Systems Private Limited, being the applicant No.2 above named ("Luman Automotive Systems Private Limited" or “Applicant No.2”), Luman Filtration India Private Limited, being the applicant No.3 above named ("Luman Filtration India PrivateLimited" or “Applicant No.3”) and Grammar Online Retail Private Limited, being the Applicant No.4 above named ("Grammar Online Retail Private Limited" or “Applicant No.4”)

and their respective shareholders and creditors where Investment Unit of Applicant No. 1, 2 and 3 would be transferred to Applicant No.4 from the Appointed Date, viz 31.01.2025 in the manner and on the terms and conditions stated in the said Scheme of Arrangement (“Scheme”). Further Scheme of Amalgamation of Luman Automotive Systems Private Limited being the Applicant No.2 above named ("Transferor Company" or “Applicant No.2”) and Luman Filtration India Private Limited, being the Applicant No.3 above named ("Transferor Company" or “Applicant No.3”)

with Luman Industries Limited being the applicant No.1 above named (“Transferee Company or Applicant No-1”) whereby and where under the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, 31.01.2025 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation(“Scheme”) whole business except Investment Unit The aforesaid Scheme is annexed to the application as Annexure “R-29” in VOL -IV at Page Nos. 599-645.

2. It is submitted by Ld. Authorised Representative appearing for the Applicants that the Board of Directors of Applicant Companies have at their respective meetings held on 20^h February, 2025 (Annexure -5 in Vol-II at Page No. 219-221), 24^th February, 2025(Annexure -12 in Vol-lI at Page No. 318-320) 4rd March, 2025(Annexure -19 in Vol-III at Page No. 508-510), and 08th March 2025(