1

FORM NO.CAA.2

IN THE NATIONAL COMPANY LAW TRIBUNAL

AT MUMBAI BENCH

COMPANY APPLICATION NO. 520 OF 2017

In the matter of Companies Act, 2013

And

In the matter of Section 230 to 232 of the

Companies Act, 2013 and other applicable

provisions of the Companies Act, 2013;

And

In the matter of Scheme of Amalgamation of

PRAVIR POLYMERS PRIVATE LIMITED, the

Transferor Company with ORGANIC

INDUSTRIES PRIVATE LIMITED, the

Transferee Company.

Organic Industries Private Limited, a

company incorporated under the

Companies Act, 1956 having its

registered office at the registered office

of the Company at 601/602, Delta,

Technology Street, Hiranandani

Gardens, Powai, Mumbai - 400076,

Maharashtra, India.

)

)

)

)

)

) )

)) ) ….Applicant Company /Transferee Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS

To,

The Equity Shareholders of Organic Industries Private Limited,

Notice is hereby given that by an Order made on May 03, 2017, Mumbai Bench, the Hon’ble

National Company Law Tribunal, has directed that a meeting of the Equity Shareholders of the

Applicant Company, be convened and held at the registered office of the Company at 601/602,

Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai - 400076, Maharashtra, India

on Monday, June 12, 2017 at 10.00 AM for the purpose of considering, and, if thought fit,

approving with or without modification(s), the proposed Scheme of Amalgamation of Pravir

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Polymers Private Limited, the Transferor Company with Organic Industries Private Limited, the

Transferee Company And their respective shareholders and creditors, (“Scheme”).

In pursuance of the Order and as directed therein, further notice is hereby given that a meeting of

the Equity Shareholders of the Applicant Company, will be held at the registered office of the

Company at 601/602, Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai - 400076,

Maharashtra, on Monday, June 12, 2017 at 10.00 AM (the “Meeting”), at which time and place

you are requested to attend the meeting.

Copies of the said Scheme of Amalgamation, and of the statement under section 230 can be

obtained free of charge at the registered office of the company. Persons entitled to attend and

vote at the meeting, may vote in person or by proxy or, provided that all proxies and in the

prescribed form are deposited at the registered Office of the Applicant Company at the registered

office of the Company at 601/602, Delta, Technology Street, Hiranandani Gardens, Powai,

Mumbai - 400076, Maharashtra, not later than 48 hours before the scheduled time of the

Meeting.

Forms of proxy can be had at the registered office of the Company.

The Hon’ble National Company Law Tribunal, Mumbai Bench has appointed Mr. Anand M.

Shetty Managing Director of the Applicant Company, failing him, Mr. Pravir A Shetty, Director

of the Applicant Company, as Chairperson of the said meeting, will be subject to the subsequent

approval of the Tribunal.

To consider and if thought fit to pass, with or without modification(s), and with requisite

majority, the following resolutions under Sections 230 to 232 of the Companies Act, 2013

(including any statutory modification(s) or re-enactment thereof for the time being in force).

“RESOLVED THAT,

(i) Pursuant to Sections 230 to 232 of the Companies Act, 2013 and other applicable

provisions, if any, of Companies Act, 2013, as applicable;

(ii) Subject to the approval of the creditors of the Company, if required;

(iii) Subject to the approval of shareholders and creditors of Pravir Polymers Private

Limited;

(iv) Subject to the approval of the National Company Law Tribunal, Mumbai Bench; and

(v) Subject to any other approvals, consents, or permissions, as may be required, under

applicable laws.

The Scheme of Amalgamation of Pravir Polymers Private Limited, the Transferor Company

with Organic Industries Private Limited, the Transferee Company And their respective

shareholders and creditors, be and is hereby approved.

RESOLVED FURTHER THAT, the Board of Directors of the Company, be and are hereby

authorised to do all such acts, deeds, matters and things as are considered requisite or necessary

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to effectively implement the Amalgamation as embodied in the Scheme and to accept such

modifications and/or conditions, if any, which may be required and/or imposed by the National

Company Law Tribunal, Mumbai Bench and/or by any other authority, while sanctioning the

amalgamation as embodied in the Scheme.”

TAKE FURTHER NOTICE a copy of the Scheme, the Explanatory Statement under Section

102 read with Section 230 of the Companies Act, 2013, Form of Proxy, Attendance Slip and

other annexures as stated in the Index are enclosed.

Sd/-

Mr. Anand M. Shetty

DIN: - 01287510

Chairman Appointed for the Meeting

Dated this 6th day of May, 2017

Place: Mumbai

Registered Office:

Unit No. 601/602, Delta,

Technology Street,

Hiranandani Gardens, Powai,

Mumbai - 400076, Maharashtra

E-mail:anand_shetty@organicgroup.co.in

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Notes:-

1. All alterations made in the Form of Proxy should be initialled.

2. Only registered Equity Shareholders of the Applicant Company may attend and vote (either

in person or by proxy or by Authorized Representative under Sections 112 and 113 of the

Companies Act, 2013) at the Equity Shareholders’ Meeting. The Authorized Representative

of a body corporate which is a registered Equity Shareholder of the Applicant Company may

attend and vote at the Equity Shareholders’ Meeting provided a certified true copy of the

resolution of the Board of Directors under Section 113 of the Companies Act, 2013 or other

governing body of the body corporate authorizing such representative to attend and vote at

the Equity Shareholders’ Meeting is deposited at the Registered Office of the Applicant

Company not later than 48 hours before the Meeting.

3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend

and vote instead of himself and such proxy need not be a member of the company. Proxies in

order to be effective must be received by the company not less than 48 hours before the

meeting.

4. A person can act as a proxy on behalf of Members not exceeding 50 (fifty) and holding in the

aggregate not more than 10% of the total share capital of the Company carrying voting

rights. A Member holding more than 10% of the total share capital of the Company carrying

voting rights may appoint a single person as proxy and such person shall not act as a proxy

for any other person or Member. In case of joint holders attending the Meeting, only such

joint holder who is higher in the order of names will be entitled to vote at the meeting.

5. A Member or his/her Proxy is requested to bring the copy of the notice to the Meeting and

produce the attendance slip, duly completed and signed, at the entrance of the Meeting

venue.

6. Members are informed that in case of joint holders attending the Meeting only such joint

holder whose name stands first in the Register of Members of the Applicant Company.

7. The material documents referred to in the accompanying Explanatory Statement shall be

open for inspection by the Equity Shareholders at the Registered Office of the Applicant

Company on all working days till the date of Meeting.

Encl: - As Above

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IN THE NATIONAL COMPANY LAW TRIBUNAL

AT MUMBAI BENCH

COMPANY APPLICATION NO. 520 OF 2017

In the matter of Companies Act, 2013 ;

And

In the matter of Section 230 to 232 of the

Companies Act, 2013 and other applicable

provisions of the Companies Act, 2013;

And

In the matter of Scheme of Amalgamation of

PRAVIR POLYMERS PRIVATE LIMITED, the

Transferor Company with ORGANIC

INDUSTRIES PRIVATE LIMITED, the

Transferee Company.

Organic Private Limited, a company

incorporated under the Companies Act,

1956 having its registered office at the

registered office of the Company at

601/602, Delta, Technology Street,

Hiranandani Gardens, Powai, Mumbai

- 400076, Maharashtra, India.

)

)

)

)

)

) ) ….Applicant Company /Transferee Company

EXPLANATORY STATEMENT UNDER SECTION 102 READ WITH SECTION 230

THE COMPANIES ACT, 2013 TO THE NOTICE OF THE TRIBUNAL CONVENED

MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY

1. This is a statement accompanying the Notice convening the Meeting of the Equity

Shareholders of the Applicant Company, pursuant to an Order dated May 03, 2017

passed by the National Company Law Tribunal, Mumbai Bench in the Company

Application No. 520 of 2017 referred to hereinabove, to be held at the registered office

of the Company at 601/602, Delta, Technology Street, Hiranandani Gardens, Powai,

Mumbai - 400076, Maharashtra, India on Monday, June 12, 2017 at 10.00 AM for the

purpose of considering and, if thought fit, approving with or without modification(s), the

arrangement embodied in Scheme of Amalgamation of Pravir Polymers Private Limited,

the Transferor Company with Organic Industries Private Limited, the Transferee

Company And their respective shareholders and creditors,(“Scheme”)

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2. A copy of Scheme of Amalgamation of Pravir Polymers Private Limited, the Transferor

Company with Organic Industries Private Limited, the Transferee Company And their

respective shareholders and creditors,(“Scheme”) is attached herewith as Annexure A.

The proposed Scheme is envisaged to be effective from 1ST April, 2016 (“Appointed

Date”) but shall be made operative from the Effective Date (as defined in the Scheme).

3. Pursuant to the Order made on May 03, 2017 passed by the National Company Law

Tribunal, Mumbai Bench, in Company Application No. 520 of 2017, a meeting of the

Equity Shareholders of M/s. Organic Industries Private Limited is being convened and

held for the purpose of considering and if thought fit, approving, with or without

modification(s), the Scheme of Amalgamation.

4. The National Company Law Tribunal, Mumbai Bench by order dated May 03, 2017 was

pleased to issue directions for convening of the meeting of the Equity shareholders at the

registered office of the Company at Unit No. 601/602, Delta, Technology Street,

Hiranandani Gardens, Powai, Mumbai - 400076, Maharashtra, India on Monday, June 12,

2017 at 10.00 AM to be presided over by Mr. Anand M. Shetty, Managing Director of

the Applicant, as Chairman of the meeting. The said order will be available for inspection

at the Registered Office of the Applicant Company at the registered office of the

Company at 601/602, Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai -

400076, Maharashtra, India on any working day of the Applicant Company up to the date

of meeting, after receipt from the National Company Law Tribunal.

5. With effect from the Effective Date, upon the filing of the certified copies of the orders of

the National Company Law Tribunal, Mumbai Bench, under Sections 230 to 232 of the

Companies Act, 2013 with the Registrar of Companies, Maharashtra, Mumbai, the

Scheme of Amalgamation shall come into effect.

6. Background of Companies

6.1 The Applicant, Organic Industries Private Limited was incorporated on 25th March, 1997

at Mumbai, Maharashtra under the Companies Act, 1956 in the name of Organic

Industries Private Limited a Private Limited Company bearing CIN no.

U25201MH1997PTC106819 and having pan number as AAACO3738N. The

Transferee Company is a Holding Company of the Transferor Company

6.2 The registered office of Applicant Company is situated at 601/602, Delta, Technology

Street, Hiranandani Gardens, Powai, Mumbai - 400076, Maharashtra, India. During the

Last Five years the company has shifted its registered office from 72, Raja Industrial

Estate, P K Road, Mulund West Mumbai -400080 to B-504, Pratik Industrial Estate,

Mulund Goregaon, Link Road, Near Fortis Hospital, Bhandup (W), Mumbai-400078

Maharashtra, India vide Board resolution dated 2nd February, 2012. Thereafter the

Transferee Company shifted its registered office from B-504, Pratik Industrial Estate,

Mulund Goregaon, Link Road, Near Fortis Hospital, Bhandup (W), Mumbai-400078

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Maharashtra, India vide Board resolution dated 21st November, 2015 to its current

address as stated in the paragraph. The email address of the Company is

anand_shetty@organicgroup.co.in

6.3 The Share Capital of Applicant Company as on March 31, 2016 is as under:

Particulars Amount in Rs.

Authorised share capital

1, 00, 00,000 Equity shares of Rs. 10/- each.

10,00,00,000/-

Total 10,00,00,000/-

Issued, subscribed and paid up capital

99,39,000 equity shares of Rs. 10/- each

9,93,90,000/-

Total 9,93,90,000/-

As on date there has been no change in the authorized, issued, subscribed and paid up

share capital of the Applicant Company.

6.4 The Transferee Company is a Private company engaged in the business of

Manufacturing, processing and refining of Chemicals and manufacturing of Plastics

Packaging Products.

6.5 Details of Directors of the Transferee Company alongwith their address:-

Sr.

No.

Name of Director/

Promoter

DIN Address

1 Mr.Adish A Shetty 00054553 37 Merry Niketan,, Mt

Mary Road, Bandra

(West), Mumbai,

400050, Maharashtra,

INDIA

2 Mr. Pravir A Shetty 00292477 103, Gomati Co-op.

Housing Society, Rajaji

Path, Ram Nagar,

Dombivali (East),

Mumbai, 421201,

Maharashtra

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3. Mrs. Shashirekha A Shetty 02135741 18, Oddysse,

Hiranandani Garden,

Mumbai – 400076

Maharashtra, India.

The Board of Directors of the Company approved the scheme of Amalgamation between

Pravir Polymers Private Limited with Organics Industries Private Limited in its Board

meeting dated 1st March, 2017 and resolution was passed and approved unanimously.

Sr.

No.

Name of Director and

Promoter in Attendance at

the Board Meeting

Voted in

Favour

Voted

Against

Neutral

Voting

1 Mr.Adish A Shetty Yes Nil Nil

2 Mr. Pravir A Shetty Yes Nil Nil

3 Mrs. Shashirekha A Shetty Yes Nil Nil

6.6 The amount due to unsecured creditors of the Applicant Company as on 28th February

2017 is Rs. 404,717,293/-

6.7 The Main Objects of the Transferee Company as set out in Clause III [A] of the

Memorandum of Association are as follows: -

“To carry on the business as manufacturers, processors, designers, refiners, extractors,

buyers, sellers, exporters, importers and dealers in all type of plastic articles, chemicals,

including basic chemicals, inorganic Chemicals, heavy chemicals, rubber chemicals,

mixed chemicals and chemical fertilizers, dyes, dyestuff and dyestuff intermediaries, (all

type of pesticides, including insecticides, fungicides, herbicides, weedicides, drugs, and

Pharmaceuticals including biological and therapeutic preparations), hormones including

plant growth activators and regulators and other articles and compounds, ingredients

and products of any description for use in connection therewith.”

6.8 Pravir Polymers Private Limited (Transferor Company) was incorporated on 20th day of

July, 1988 under the Companies Act, 1956 under the name and style of ‘Pravir Polymers

Private Limited a Private Limited Company bearing CIN no.

U25200MH1988PTC048174 and having pan number as AAACP4621K. The Transferor

Company is the wholly owned subsidiary of the Transferee Company.

6.9 The registered office of the Pravir Polymers Private Limited (Transferor Company is

currently situated at 601, 6th Floor, Delta, Central Avenue Hiranandani Gardens, Powai

Mumbai – 400076. During last five years the company has shifted its registered office

from 72, Raja Industrial Estate, P K Road, Mulund West Mumbai -400080 to B-504,

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Pratik Industrial Estate, Mulund Goregaon, Link Road, Near Fortis Hospital, Bhandup

(W), Mumbai-400078 Maharashtra, India vide Board resolution dated 14th March, 2013.

Thereafter the Transferor Company shifted its registered office from B-504, Pratik

Industrial Estate, Mulund Goregaon, Link Road, Near Fortis Hospital, Bhandup (W),

Mumbai-400078 Maharashtra, India vide Board resolution dated 27th July, 2016 to its

current address as stated in the paragraph. The email address of the Company is

anand_shetty@organicgroup.co.in

6.10 The share capital of Transferor Company as on March 31, 2016 is as under:

Particulars Amount in Rs.

Authorised share capital

5,000 Equity shares of Rs. 100/- each.

5,00,000/-

Total 5,00,000/-

Issued, subscribed and paid up

capital

4,000 Equity shares of Rs. 100/- each

4,00,000/-

Total 4,00,000/-

As on date there has been no change in the authorized, issued, subscribed and paid up

share capital of the Second Transferor Company.

6.11 The Transferor Company currently carrying out business activity of giving property on

rent which is covered in the objects which is incidental or ancillary to the attainment of

main object of the Company.

6.12 Details of Directors of the Transferor Company along with their address:-

Sr.

No.

Name of Director/

Promoter

DIN Address

1 Mr.Anand M Shetty

01287510 1801, Oddyssey-1, 18th

Floor, Hiranandani Garden,

Mumbai – 400076

Maharashtra, India.

2 Mrs. Shashirekha A Shetty 02135741 18, Oddyssey, Hiranandani

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Garden, Mumbai – 400076

Maharashtra, India.

The Board of Directors of the Company approved the scheme of Amalgamation between

Pravir Polymers Private Limited with Organics Industries Private Limited in its Board

meeting dated 1st March, 2017 and resolution was passed and approved unanimously.

Sr.

No.

Name of Director and

Promoter in Attendance at

the Board Meeting

Voted in

Favour

Voted

Against

Neutral

Voting

1 Mr.Adish A Shetty Yes Nil Nil

3 Mrs. Shashirekha A Shetty Yes Nil Nil

6.14 The amount due to unsecured creditors of the Transferor Company as on 28th February,

2017 is Rs. 1, 98, 86,193/-

6.15 The main object of the Transferor Company as set out in Clause III [A] of its

Memorandum of Association are as follows:

“To carry on the business as manufacturers, processors, designers, buyers, sellers, importers,

exporters and or otherwise, dealers in all kinds of packing and packaging items of cardboard

packing, paper printing, corrugated packing, pillow packing, plastic packing, woven packing,

polythene, polyprophelene packing, cosmetic containers, metal containers, Metal Printing, dies

and tool making, drums and tank fabricating, plastic articles such as buckets, mugs, jars, caps,

jerry cans, shampoo bottles, freeze water bottles, Kitchen containers, baby feeding bottles,

polythene bags, rigid PVC pipes, nylon pipes, HDPE pipes, plastic grannuels clouring, P.P.

Caps, plastic liners, toys and wares, footwears, gloves, buckles, purses, bags, boxes, belts.”

7. Rationale of the Scheme

(i) Simplified corporate structure;

(ii) Reducing number of entities in the group thereby reducing managerial overlaps,

which are necessarily involved in running multiple entities;

(iii) Post the amalgamation of Transferor Company with Transferee Company, Transferor

Company will stand dissolved. Consequently, there would be lesser regulatory and

legal compliance obligations including accounting, reporting requirements, statutory

and internal audit requirements, tax filings, company law requirements, etc and

therefore reduction in administrative costs;

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8. The Salient Features of the Scheme are as follows:

8.1 The material provisions of the proposed Scheme are detailed hereunder (The

following points are reproduced as per the Scheme and are numbered according to the

Scheme):

1.1.2 “Appointed Date” means opening business hours of 1st April 2016.

1.1.4 “Effective Date” means the date on which the certified / authenticated

copies of the order of the Nation Company Law Tribunal at Mumbai

sanctioning the Scheme are filed with the Registrar of Companies,

Maharashtra, Mumbai; any references in this Scheme to “upon this

Scheme becoming effective” or “upon coming into effect of this

Scheme” or “upon the Scheme coming into effect” shall be construed to

be a reference to the Effective Date;

PART B - AMALGAMATION AND CONSEQUENTIAL OR RELATED MATTERS

4. COMPLIANCE WITH TAX LAWS

4.1 This Scheme has been drawn up to comply with the conditions relating to

“Amalgamation” as specified under Section 2(1B) of the Income-tax Act, 1961 and other

relevant provisions of the Income-tax Act, 1961. If any terms or provisions of the

Scheme are found or interpreted to be inconsistent with the provisions of the said section

at a later date including resulting from a retrospective amendment of law or for any other

reason whatsoever, till the time the Scheme becomes effective, the provisions of the said

section of the Income-tax Act, 1961 shall prevail and the Scheme shall stand modified to

the extent determined necessary to comply with Section 2(1B) of the Income-tax Act,

1961 and other relevant provisions of the Income-tax Act, 1961.

4.2 On or after the Effective Date, the Transferor Company and the Transferee Company are

expressly permitted to revise their financial statements and returns along with prescribed

forms, filings and annexure under the Income-tax Act, 1961, Wealth-tax Act, 1957

(including for the purpose of re-computing tax on book profits, fringe benefit tax, wealth

tax purposes and claiming other tax benefits), service tax law and other tax laws, and to

claim refunds and/or credits for taxes paid, and to claim tax benefits, etc., and for matters

incidental thereto, if required to give effect to the provisions of the Scheme from the

Appointed Date.

4.3 All tax assessment proceedings/ appeals of whatsoever nature by or against the

Transferor Company pending and/or arising at the Appointed Date and relating to the

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Transferor Company shall be continued and/or enforced until the Effective Date as

desired by the Transferee Company. As and from the Effective Date, the tax proceedings

shall be continued and enforced by or against the Transferee Company in the same

manner and to the same extent as would or might have been continued and enforced by or

against the Transferor Company.

Further, the aforementioned proceedings shall not abate or be discontinued nor be in any

way prejudicially affected by reason of the amalgamation of the Transferor Company

with the Transferee Company or anything contained in the Scheme.

4.4 Any tax liabilities under the Income-tax Act, 1961, Wealth-tax Act, 1957, Customs Act

1962, Service Tax laws, applicable State Value Added Tax laws or other applicable laws/

regulations dealing with taxes/ duties/ levies allocable or related to the Transferor

Company to the extent not provided for or covered by tax provision in the accounts made

as on the date immediately preceding the Appointed Date shall be transferred to

Transferee Company. Any surplus in the provision for taxation / duties/ levies account

including advance tax and tax deducted at source as on the date immediately preceding

the Appointed Date will also be transferred to the account of the Transferee Company.

4.5 Any refund under the Income-tax Act, 1961, Wealth-tax Act, 1957, Customs Act 1962,

Service Tax laws, applicable State Value Added Tax laws or other applicable laws/

regulations dealing with taxes/ duties/ levies allocable or related to the Transferor

Company and due to the Transferor Company consequent to the assessment made on the

Transferor Company for which no credit is taken in the accounts as on the date

immediately preceding the Appointed Date shall also belong to and be received by the

Transferee Company.

4.6 All taxes/ credits including income-tax, tax on book profits, credit on Minimum Alternate

Tax under section 115JAA of the Income-tax Act, 1961, sales tax, excise duty, custom

duty, service tax, value added tax, etc paid or payable by the Transferor Company in

respect of the operations and/ or the profits of the undertaking before the Appointed Date,

shall be on account of the Transferor Company and, in so far as it relates to the tax

payment (including, without limitation, income-tax, tax on book profits, sales tax, excise

duty, custom duty, service tax, value added tax, etc.) whether by way of deduction at

source, advance tax, MAT credit or otherwise howsoever, by the Transferor Company in

respect of the profits or activities or operation of the business after the Appointed Date,

the same shall be deemed to be the corresponding item paid by the Transferee Company

and shall, in all proceedings, be dealt with accordingly. Further, any tax deducted at

source by the Transferor Company/ Transferee Company on payables to Transferee

Company/ the Transferor Company respectively which has been deemed not to be

accrued, shall be deemed to be advance taxes paid by the Transferee Company and shall,

in all proceedings, be dealt with accordingly.

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4.7 Obligation for deduction of tax at source on any payment made by or to be made by the

Transferor Company under the Income-tax Act, 1961, Wealth-tax Act, 1957, service tax

laws, customs law, state value added tax or other applicable laws / regulations dealing

with taxes/ duties / levies shall be made or deemed to have been made and duly complied

with by the Transferee Company.

4.8 Without prejudice to the generality of the above, all benefits, incentives, losses, credits

(including, without limitation income tax, tax on book profits, service tax, applicable

state value added tax etc.) to which the Transferor Company are entitled to in terms of

applicable laws, shall be available to and vest in the Transferee Company.

5. TRANSFER AND VESTING OF THE TRANSFEROR COMPANY INTO

TRANSFEREE COMPANY

Subject to the provisions of this Scheme as specified herein and with effect from the

Appointed Date, the entire undertaking of the Transferor Company shall be transferred to

and vested in or be deemed to be transferred to and vested in the Transferee Company in

the following manner:

5.1 The Undertakings of the Transferor Company comprising its business, all assets and

liabilities of whatsoever nature and where-so-ever situated, shall, under the provisions of

Sections 230 to 232 and all other applicable provisions, if any, of the Act, without any

further act or deed (save as provided in clauses 5.2 and 5.3 below), be transferred to and

vested in and/ or be deemed to be transferred to and vested in the Transferee Company as

a going concern so as to become as from the Appointed Date the undertaking of the

Transferee Company and to vest in the Transferee Company all the rights, title, interest

or obligations of the Transferor Company therein.

5.2 All the movable assets of the Transferor Company, capable of passing by physical

delivery or by endorsement and delivery, shall be so transferred to the Transferee

Company and deemed to have been physically handed over by physical delivery or by

endorsement and delivery, as the case may be, without the need to execute any separate

instrument, to the Transferee Company to the end and intent that the property and benefit

therein passes to the Transferee Company with effect from the Appointed Date.

5.3 In respect of any assets of the Transferor Company, other than those mentioned in Sub

Clause 5.2 above, including sundry debtors, deferred tax asset, outstanding loans and

advances, if any, recoverable in cash or kind or for value to be received, bank balances

and deposits, if any, with the Government, semi-Government, local and other authorities

and bodies, customers and other persons, the same shall, without any further act,

instrument or deed, be transferred to and stand vested in and /or be deemed to be

transferred to and stand vested in the Transferee Company under the provisions of

Sections 230 to 232 of the Act.

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5.4 With effect from the Appointed Date, all debts, liabilities (including deferred tax

liabilities and contingent liabilities), duties and obligations of the Transferor Company, as

on the Appointed Date whether provided for or not in the books of accounts of the

Transferor Company, and all other liabilities which may accrue or arise after the

Appointed Date but which relate to the period on or upto the day of the Appointed Date

shall, pursuant to the Orders of the National Company Law Tribunal or such other

competent authority as may be applicable under provisions of the Act, without any

further act or deed, be transferred or deemed to be transferred to and vested in the

Transferee Company, so as to become as from the Appointed Date the debts, liabilities

(including deferred tax liabilities and contingent liabilities), duties and obligations of the

Transferee Company on the same terms and conditions as were applicable to the

Transferor Company.

5.5 Without prejudice to the above provisions, with effect from the Appointed Date, all inter-

party transactions between the Transferor Company and the Transferee Company shall be

considered as intra-party transactions for all purposes from the Appointed Date.

6. CONSIDERATION

As the Transferor Company is a wholly-owned subsidiary of the Transferee Company, no

consideration shall be payable pursuant to the amalgamation of the Transferor Company

with the Transferee Company, and the equity shares held by the Transferee Company in

the Transferor Company shall stand cancelled without any further act, application or

deed.

7 ACCOUNTING TREATMENT

7.1 The Transferee Company shall upon the Scheme coming into effect and with effect from

Appointed Date, record the assets, liabilities and reserves (excluding shareholder’s

equity) of the Transferor Company vested in it pursuant to this Scheme, at the respective

book values thereof and in the same form as appearing in the books of the Transferor

Company at the close of business hours of the day immediately preceding the Appointed

Date.

7.2 The amalgamation will be accounted in accordance with Indian Accounting Standard

(Ind AS) 103- Business Combination as notified under Section 133 of the Companies

Act, 2013, read together with paragraph 3 of The Companies (Indian Accounting

Standard) Rules, 2015.

The features set out above being only the extract of the Scheme; the shareholders are

requested to read the entire text of the Scheme annexed hereto to get fully

acquainted with the provisions thereof.

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9. The directors holding the shares in Transferor Company do not have any other interest in

the Scheme otherwise than that as shareholders in general. Further, none of the managers,

key managerial personnel and relatives of the directors of Transferor Company is

concerned or interested, financial or otherwise in the proposed Scheme. Save as

aforesaid, none of the Directors of Transferor Company has any material interest in the

proposed Scheme. The shareholding of the present directors of Transferor Company and

Transferee Company, either individually or jointly as a first holder or as a nominee, in

Transferor Company and Transferee Company is as under:

Sr.

No

.

Name of the

Directors of

Transferor

Company

No. of Equity Shares held in

Transferor

Company

Transferee

Company

1. Mr. Anand M

Shetty

01* 55,59,000

2. Mrs. Shashirekha

Anand Shetty

0 14,43,500

*Nominee Shareholder of Transferee Company

10. The Scheme is conditional and subject to necessary sanctions and approvals asset out in

the Scheme.

11. The Applicant Company will make a Petition under Section 230, 232of the Companies

Act, 2013 and other applicable provisions of the Companies Act, 2013 to the National

Company Law Tribunal, Mumbai Bench for sanctioning of the Scheme.

12. No investigation proceedings are pending against Applicant Company under Section 210,

210, 213, 216, 217, 219, 220, 221 and 222 of the Companies Act, 2013 and Section 247

Sr.

No

.

Name of the

Directors of

Transferee

Company

No. of Equity Shares held in

Transferor

Company

Transferee

Company

1. Mr. Adish A Shetty 0 13,88,100

2. Mr. Pravir A

Shetty

0 14,97,500

3. Mrs. Shashirekha

Anand Shetty

0 14,43,500

16

(1A) and 243 of the Companies Act, 1956.

13. No Winding up petition is pending against the Applicant Company/Transferee Company.

14. In the event that this Scheme is terminated or withdrawn in the manner set out herein, this

Scheme shall stand revoked, cancelled and be of no effect and null and void and in such

event each party hereto shall bear and pay irrespective costs, charges and expenses for

and or in connection with the Scheme.

15. An Equity Shareholder entitled to attend and vote at the meeting is entitled to appoint a

Proxy to attend and vote instead of him, and such Proxy need not be a member of the

Applicant Company. The instrument appointing the Proxy should however be deposited

at the Registered Office of the Applicant Company/Transferee Company not later than 48

(forty eight) hours prior to commencement of the meeting.

16. Corporate Members intending to send their authorised representatives to attend the

meeting are requested to lodge a certified true copy of the Resolution of the Board of

Directors or other governing body corporate not later than 48 (Forty eight) hours

before commencement of the meeting, authorizing such person to attend and vote on its

behalf at the meeting.

17. The following documents shall be available for obtaining extract from or for making or

obtaining copies of or for Inspection by the shareholders of the Company at the

Registered Office between 11;00 a.m. and 1:00 p.m. up to 9th June, 2017 in all working

days (except Saturdays, Sundays and public holidays):

a. Certified copy of the Order of the National Company Law Tribunal, Mumbai Bench,

dated May 03, 2017 passed in Company Application No. 520 of 2017 directing

convening of the meeting of Equity Shareholders of the Applicant Company/Transferee

Company which will be available for inspection after receipt from the Tribunal.

b. Memorandum of Association and Article of Association of Applicant/Transferee

Company and Amalgamating Company.

c. Audited Financial Statement of Applicant/Transferee Company and Amalgamating

Company for last three financial years ended March 31, 2016, March 31, 2015 and March

31, 2014.

d. Copy of Scheme of Amalgamation between Pravir Polymers Private Limited, the

Transferor Company and Organic Industries Private Limited, the Transferee Company.

e. Copy of the Company Application No. 520 of 2017 and Affidavit in Support thereof.

17

f. Copies of the resolution passed by the respective Board of Directors of

Applicant/Transferee Company and Transferor Company approving the Scheme.

g. Contracts or agreements material to the compromise or arrangement.

h. The Certificate issued by Auditor of the Company to the effect that the accounting

treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards

prescribed under Section 133 of the Companies Act, 2013.

18. The following are common directors on the Board of Transferor Company And Applicant

Company/Transferee Company:

Name Transferor

Company

Transferee

Company

Mr. Anand M

Shetty

Director Managing

Director

Mrs. Shashirekha

Anand Shetty

Director Director

Mr. Adish A Shetty No Director

Mr. Pravir A Shetty No Director

19. The effect of the Scheme on promoters/non-promoter members of Transferor Companies

and Transferee Company is explained above. That apart, there is expected to be no

adverse effect of the said scheme on the Key Managerial Personnel, directors, depositors,

creditors and employees of Transferor Company and Transferee Company, wherever

relevant. Also there is expected to be no adverse effect of the said Scheme on material

interests of Directors and Key managerial personnel wherever relevant.

20. This statement may be treated as an Explanatory Statement under Section 102 read with

Section 230 of the Companies Act, 2013.

Dated this 6th day of May, 2017

Place: Mumbai

Sd/-

Mr. Anand M Shetty

DIN: -1287510

Chairman Appointed for the Meeting

18

IN THE NATIONAL COMPANY LAW TRIBUNAL

AT MUMBAI BENCH

COMPANY APPLICATION NO. 520 OF 2017

In the matter of Companies Act, 2013;

And

In the matter of Section 230 to 232 of the

Companies Act, 2013 and other applicable

provisions of the Companies Act, 2013;

And

In the matter of Scheme of Amalgamation of Pravir

Polymers Private Limited, The Transferor

Company with Organic Industries Private Limited,

The Transferee Company.

Organic Industries Private Limited, a

company incorporated under the

Companies Act, 1956 having its

registered office at the registered office

of the Company at 601/602, Delta,

Technology Street, Hiranandani

Gardens, Powai, Mumbai - 400076,

Maharashtra, India.

)

)

)

)

)

) ) ….Applicant Company /Transferee Company

FORM OF PROXY

I/We____________________ the undersigned being the Equity shareholder of Organic

Industries Limited, the Applicant Company do hereby appoint Mr./Mrs.____________________

of _________________________ and failing him/her ___________of _______________as

my/our proxy, to act for me/us at the meeting of Equity shareholders to be held at the registered

office of the Company at 601/602, Delta, Technology Street, Hiranandani Gardens, Powai,

Mumbai-400076, Maharashtra, India on Monday, June 12, 2017 at 10.00 AM for the purpose of

considering and, if thought fit, approving, with or without modification(s), the proposed Scheme

of Amalgamation of Pravir Polymers Private Limited with Organic Industries Private Limited

And their respective shareholders and creditors and at such meeting, and any

adjournment/adjournments thereof, to vote, for me/us and in my/our

name(s)______________________(herein, if ‘for’ insert ‘FOR’, if ‘against’ insert ‘AGAINST’

and in the later case strike out the words “either with or without modifications’ after the word

“Amalgamation”) the said arrangement embodied in the Scheme of Amalgamation either with or

without modifications as my/our proxy may approve.

19

*Strike out what is not necessary Signature across the Stamp

Dated this _______day of____________ 2017

Name:________________________________________________________________________

____

Address:______________________________________________________________________

_____________________________________________________________________________

_________

Reg. Folio No.:_____________________ Sole/FirstHolder:______________________

Client ID No.:______________________ Second Holder:_______________________

DP ID No.:________________________ Third Holder:_________________________

No. of Shares:_____________________ Proxy:_____________________________

Signature of the Shareholders

Signature of Proxy

Notes:

(1) Please affix Revenue Stamp before putting Signature.

(2) All alterations made in the Form of Proxy should be initialed.

(3) The Proxy must be deposited at the Registered Office of the Company at the registered office

of the Company at 601/602, Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai-

400076, Maharashtra, India, at least 48 hours before the time for holding the Court Convening

meeting.

(4) In case of multiple proxies, the proxy later in the time shall be accepted.

(5) Proxy need not be a member.

Affix

1/-

Revenue

Stamp