The Tribunal sanctions a Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013, upon verification that statutory procedures were followed, stakeholders consented, and no adverse objections from regulatory authorities exist, ensuring the scheme is fair and reasonable.

ORDER

1. The present Scheme is a Scheme of Amalgamation sought u/s 232 r/w Section 230 of the Companies Act, 2013 and other Applicable provisions of the Companies Act, 2013 between Khukri Plastics Private Limited, (Transferor Company or First Petitioner Company) with Khukri Enterprises Private Limited, (Transferee Company or Second Petitioner Company) and their respective shareholders.

2. Khukri Plastics Private Limited (“First Petitioner Company/Transferor Company”) having CIN as U25200MH1991PTC060496 was incorporated on 26th February 1991 under the provisions of the Companies Act, 1956.The Registered Office of the First Petitioner Company is situated at 210, 2nd Floor, M.A.H. Chamber of Commerce Lane, Fort, Mumbai (Maharashtra) – 400001. The authorised share capital of the First Petitioner Company is ₹5,00,000/- divided into 5,000 equity shares of ₹100/- each. The issued, subscribed and paid-up share capital is ₹1,00,000/- divided into 1,000 equity shares of ₹100/- each. The main objects of the First Petitioner Company include carrying on the business of manufacturing, processing, assembling, selling, reselling, importing, exporting, stocking and otherwise dealing in plastic products and components of every kind, including textile cops and components for textile machinery, collapsible tube caps, bottle caps, closures, pipes, buckets, tanks, trays, crates, sheets, tapes, toys, handles, trolleys, furniture, brushes including toothbrushes, and all other related articles by any method such as extrusion, blow moulding, injection moulding, thermoforming, transfer moulding, roto moulding, compression moulding, sheet moulding, dough moulding, coating and calendaring processes

3. Khukri Enterprises Private Limited (“Second Petitioner Company /Transferee Company”) having CIN as U67120MH1985PTC038350 was incorporated on 17th December 1985 under the provisions of the Companies Act. The Registered Office of the Second Petitioner Company is situated at 211, Bake House, 2nd Floor, M.A.H. Chambers of Commerce Lane, Fort, Mumbai – 400023. The share capital structure of the Second Petitioner Company as on 31st March 2024 is as follows: Authorised Share Capital – ₹10,00,000/- divided into 10,000 equity shares of ₹100 each; Issued, Subscribed and Paid-up Share Capital – ₹10,00,000/- divided into 10,000 equity shares of ₹100 each. The main objects of the Second Petitioner Company, as set out in its Memorandum of Association, are inter alia to acquire and hold shares, stocks, debentures and other securities and to invest in and join partnership firms, and to carry on the business of an investment company; and to invest in, purchase or otherwise acquire and hold, whether upon security or otherwise, shares, stocks, debentures, debenture-stocks, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company or body corporate, as well as similar securities issued or guaranteed by any Government, Trust, Municipal, Local or other Authority.

4. The Board of Directors of both the First Petitioner Company, Khukri Plastics Private Limited, and the Second Petitioner Company, Khukri Enterprises Private Limited, vide their respective resolutions dated 10th January 2025, approved the Scheme of Amalgamation.

5. The Appointed Date fixed under the Scheme is 01st April, 2024.

6. It is submitted that the Company Petition has been filed in consonance with the order dated 28th Day of March, 2025 passed by this Tribunal in the connected Company Scheme Application bearing number C.A.(CAA)/50/MB-I/2025