Nahar Industrial Enterprises : NCLT/ Court Convened Meeting

Regd. & Admn. Office: Focal Point, Ludhiana -141010. (INDIA)

Phones: 0091-161-2672590 to 91, 5064200 Fax: [phone] E-mail:[e-mail], Website: www.owmnahar.com

NIEL:SCY:

Dated: 19.04.2022

National Stock Exchange of India Limited	BSE Limited
Exchange Plaza, Bandra Kurla Complex,	Phiroze Jeejeebhoy Towers,
. Bandra East,	Dalal Street,
MUMBAI - 400051	MUMBAI - 400001
Security Symbol: NAHARINDUS	Scrip Code: 519136

Sub: Notice of NCLT convened meeting of the Equity shareholders and Creditors (secured and unsecured) of Nahar Industrial Enterprises Limited in the scheme of Arrangements regarding Amalgamation of Cotton County Retail Limited with Nahar Industrial Enterprises Limited ("Scheme").

• 1. This is to inform you that in Company Application No. CA (CAA) No. 2/Chd/Pb/2022, the Hon'ble National Company Law Tribunal, Chandigarh Bench ("NCLT") vide its order dated 05.04.2022 has directed the company' to convene the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company for the purpose of considering, and if thought fit, approving, the proposed Scheme of Arrangement for Amalgamation of Cotton County Retail Limited ('Transferor Company') with Nahar Industrial Enterprises Limited ('Transferee Company') and their respective shareholders and creditors ('Scheme') pursuant to the provisions of section 230-232 of the Companies Act, 2013 and other applicable provisions of the Act, 2013 and rules framed there under.

• 2. In pursuance of the NCL T order and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and Securities and Exchange Board of India (Listing Obligations & Disclosure Re.quirements) Regulations, 2015 ("Listing Regulations") . further notice is hereby given that meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company will be held through video conferencing ("VC")/ other audio visual means ("OAVM") as under:

Meetin of	Time of meetin
Equity shareholders	10.00 AM (1ST)
Secured Creditors	12.30 PM (1ST)
Unsecured Creditors	02.00 PM (1ST)

·1iD d'u INDUSTRIAL ENTERPRISES LTD.

Regd. &Admn. Office: Focal Point, Ludhiana - 141010. (INDIA)

Phones: 0091-161-2672590 to 91,5064200 Fax: [phone] E-mail:[e-mail], Website: www.owmnahar.com

• 3. The details such as manner of (i) casting vote throughe-voting and (ii) attending the meeting· VC/OA VM have been set out in the Notice of the Meeting. The Remote e-voting starts for all meetings on Wednesday, 25th May, 2022 (9.00 AM) and ends on Friday,<2ih May, 2022 (5.00 PM).

• 4. An Equity shareholder, whose name is.recorded in the Register of Members or in the Register of Beneficial Owners as on Saturday, 21st May, 2022 ("cut-off-date") only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the equity shareholders. Voting rights of an equity shareholder/ beneficial owner shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off-date.

• 5. The creditors (secured and unsecured) of the Company outstanding as at 31.10.2021 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meetings. Voting rights of the secured and unsecured creditors shall be in proportion to the outstanding amount due by the Company as on 31.10.2021.

• 6. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) as the authorized agency to provide e-voting facilities to Equity shareholders as well as creditors, both secured and unsecured, of the company.

• 7. In terms of Tribunal order and as ..directed therein, the Copy of the Notice, Scheme, Explanatory Statement and other Annexure is being sent to Equity Shareholders and Creditors (secured and unsecured) of the company under Sections 230 and 232 read with section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The notice(s) are available on the website of the company atwww.owmnahar.com. In accordance with Regulation 30 of the Securities and Exchange Board ofIndia (Listing Obligations & Disclosure Requirements) Regulations 2015, copy of Notice convening the meeting of Equity shareholders is enclosed herewith.

Thanking you,

Yours faithfully,

For NAHAR INDUSTRIAL ENTERPRISES LIMITED

.~

MuKEsiiSoOD COMPANY SECRETARY . Encl: As above

NAHAR INDUSTRIAL ENTERPRISES LIMITED

Registered Office	:	Focal Point, Ludhiana - 141010, Punjab, India
Phone	:	[phone] , Fax: [phone]
CIN	:	L15143PB1983PLC018321
Website	:	www.owmnahar.com
Email	:	[e-mail], [e-mail]

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF NAHAR INDUSTRIAL ENTERPRISES LIMITED PURSUANT TO ORDER DATED APRIL 5, 2022 OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, CHANDIGARH

MEETING

Day	Saturday
Date	28.05.2022
Time	10.00 AM
Venue/ Mode of Meeting	Through Video Conference/Other Audio-Visual Means
Cut off date for e-voting	21.05.2022
Remote e-voting start date and time	Wednesday, 25th May, 2022 (9.00 AM)
Remote e-voting end date and time	Friday, 27th May, 2022 (5.00 PM)

INDEX

Sr. No.	Contents	Page Nos.
1.	Notice convening the meeting of equity shareholders of Nahar Industrial Enterprises Limited ("Notice")	3-12
2.	Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provision of the Companies Act, 2013 ("Act") and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("CAA Rules")	13-31
3.	Annexure I Scheme of Amalgamation of Cotton County Retail Limited ("Transferor Company") with Nahar Industrial Enterprises Limited ("Transferee Company" or "Company") and their respective shareholders and creditors ("Scheme").	32-45
4	Annexure II Valuation Report dated August 27, 2021 prepared by Mr. Pankaj Bhalla, Chartered Accountant and the Registered Valuer (IBBI/RV/06/2020/13265) describing the methodology adopted by them in arriving at and recommending the Share Exchange Ratio.	46-58

Page Nos.

5	Annexure III Fairness Opinion dated August 27, 2021 prepared by M/s. Master Capital Services Limited, a Category I Merchant Banker providing the Fairness Opinion on the Share Entitlement Ratio recommended by the Registered Valuer ("Fairness Opinion")	59-66
6.	Annexure IV Complaint Report submitted by the Company to the National Stock Exchange of India Limited ("NSE")	67-68
7.	Annexure V Complaint Report submitted by the Company to the BSE Limited ("BSE")	69-70
8.	Annexure VI Copy of Observation letter dated November 26, 2021 given by the NSE on the Scheme.	71-72
9.	Annexure VII Copy of Observation letter dated November 26, 2021 given by the BSE on the Scheme.	73-74
10	Annexure VIII Report adopted by the Board of Directors of the Transferee Company in its meeting held on August 27, 2021 pursuant to the provisions of Section 232(2)(C) of the Act.	75-77
11	Annexure IX Report adopted by the Board of Directors of the Transferor Company in its meeting held on August 27, 2021 pursuant to the provisions of Section 232(2)(C) of the Act.	78-80
12	Annexure X Information in the format prescribed for abridged prospectus pertaining to the unlisted entity i.e., Transferor Company involved in the Scheme as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations") along with the compliance report issued by Master Capital Services Limited, a Category I Merchant Banker.	81-93
13	Annexure XI Audited financial statements (both standalone and consolidated) of the Transferee Company as on March 31, 2021 and provisional accounting statement of the Transferee Company as on December 31, 2021.	94-117
14	Annexure XII Audited financial statements of the Transferor Company as on March 31, 2021 and provisional accounting statement, management certified, of the Transferor Company as on December 31, 2021.	118-121
15	Annexure XIII Auditor's certificates that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act.	122-123

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

CHANDIGARH BENCH, AT CHANDIGARH Company Application No. CA (CAA) No. 2/Chd/Pb/2022

In the matter of the Companies Act, 2013

And

In the matter of Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016

And

In the matter of Scheme of Arrangement

BETWEEN

COTTON COUNTY RETAIL LIMITED (Applicant Company 1/ Transferor Company)

WITH

NAHAR INDUSTRIAL ENTERPRISES LIMITED (Applicant Company 2/ Transferee Company)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Cotton County Retail Limited, a Company incorporated Applicant Company 1/ Transferor Company under the Companies Act, 1956 having Corporate

Identity Number: U51311PB2001PLC024753 and its Registered office at Premises of Nahar Industrial Enterprises Limited, Focal Point, Ludhiana - 141010, Punjab, India

Nahar Industrial Enterprises Limited, a Company incorporated under the Companies Act, 1956 having Corporate Identity Number: L15143PB1983PLC018321 and its Registered office at Focal Point, Ludhiana - 141010, Punjab, India

Applicant Company 2/Transferee CompanyNOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY To

The Equity Shareholders of Nahar Industrial Enterprises Limited

Notice is hereby given that in the above mentioned Company Application, the Hon'ble National Company Law Tribunal, Chandigarh Bench, Chandigarh ('Tribunal') by an Order dated April 05, 2022 has directed that a meeting of the equity shareholders of the Transferee Company, will be held for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement for Amalgamation of Cotton County Retail Limited ('Transferor Company') with Nahar Industrial Enterprises Limited ('Transferee Company') and their respective shareholders and creditors ('Scheme') pursuant to the provisions of section 230-232 of the Companies Act, 2013 and the other applicable provisions of the Companies Act, 2013 and rules framed thereunder.

Pursuant to the said Order of Tribunal and as directed therein, the meeting of the equity shareholders of the Transferee Company i.e. Nahar Industrial Enterprises Limited ('Meeting') will be held on Saturday, 28th May, 2022 at 10.00 AM through Video Conference ("VC")/ Other Audio-Visual Means ("OAVM") ("Meeting") in