THE NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH-I, CHANDIGARH

[Application under sections 230-232 of the Companies Act, 2013]

IN THE MATTER OF:

MATRIX CLOTHING PRIVATE LIMITED

Registered Office: J-7/6, Statesman Building Gobind Colony Rajpura

Town, Distt. Patiala,

Punjab-140401

CIN: U74899HR1977PTC037242

PAN: AABCM8475B

…Applicant Company 1/Demerged Company

And

MATRIX PARK PRIVATE LIMITED

Registered Office: J-7/6, Statesman Building Gobind Colony Rajpura

Town, Distt. Patiala,

Punjab-140401

CIN: U68200PB2025PTC064305

PAN: AATCM2758H

…Applicant Company 2/Resulting Company

Order delivered on: 03.12.2025

CORAM:

MR. KHETRABASSI BISWAL, HON’BLE MEMBER (JUDICIAL)

MR. SHISHIR AGARWAL, HON’BLE MEMBER(TECHNICAL)

PRESENT

For the Applicant Companies: Mr. Nahush Jain, Advocate

Per: ,

Mr. Khetrabassi Biswal Member (Judicial) Mr. Shishir Agarwal Member (Technical)

ORDER This joint Application is filed under sections 230-232 read with section 66 and other applicable provisions of the Companies Act, 2013 (in short “the Act”) read together with The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 seeking sanction of the Scheme of Arrangement (hereinafter referred to as the "Scheme") among Matrix Clothing Private Limited ("Applicant Company 1”/ "Demerged Company") and Matrix Park Private Limited ("Applicant Company 2" /"Resulting Company") together known as “Applicant Companies” and their respective shareholders and creditors, praying to;

a) Dispense with requirement for convening the meeting of Equity Shareholders of Applicant Company 1 and Equity Shareholders of Applicant Company 2 as they have given their consent to the Scheme and towards dispensing with their meeting;

b) Dispense with requirement for convening the meeting of the Secured Creditors of Applicant Company 1 since Secured Creditors representing 100% in value have given their consent to the Scheme and towards dispensing with their meeting;

c) Dispense with requirement for convening the meeting of the Unsecured Creditors of Applicant Company 1 and also to dispense with the requirement of issue and publication of notices for the same since Unsecured Creditors representing 99.8% in value have given their consent to the Scheme and towards dispensing with their meeting;

d) Dispense with the requirement for convening the meeting of the Secured Creditors of Applicant Company 2 and also to dispense with the requirement of issue and publication of notices for the same as there are no Secured Creditors that exist or pertain to the Applicant Company 2;

e) Dispensing with requirement for convening the meeting of the Unsecured Creditors of Applicant Company 2 and also to dispense with the requirement of issue and publication of notices for the same as there are no Unsecured Creditors that exist or pertain to the Applicant Company 2;

f) to issue directions for sending notices to (a) the Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, (b) Jurisdictional Registrar of Companies, (c) Income Tax Department through the Nodal Officer-Principal Chief Commissioner of Income Tax, seeking their representation if any, on the Scheme;

g) Pass such other and further Order(s) as may be deemed fit and proper in the facts and circumstances of this case.

2. The board of directors of Applicant Companies are desirous of:

(i) Demerger of the Demerged Undertaking (as defined in the Scheme) of the Applicant Company 1 into Applicant Company 2.

(ii) Cancellation of the initial equity share capital (i.e., 50,000 equity shares of Rs.10/- each) of the Applicant Company 2 / Resulting Company, in terms of Clause 6 of the Scheme, in accordance with the order(s) of the NCLT sanctioning the Scheme under sections 230 to 232 of the Companies Act, 2013 and have therefore formulated the Scheme for this purpose.

3. The proposed Scheme of Arrangement is annexed with the Application as Annexure-1.

4. The facts of the case as stated in the Application are as below:

(i) The Applicant Company 1 i.e. MATRIX CL