ORDER

The case is fixed for pronouncement of the order.

The order is pronounced in open Court vide separate sheet.

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KAUSHALENDRA KUMAR SINGH P. MOHAN RAJ MEMBER (TECHNICAL) MEMBER (JUDICIAL)

A. Bhadauria BEFORE THE NATIONAL COMPANY LAW TRIBUNAL (An Application filed under Section 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016)

In the matter of:

Patanwala Steel Private Limited CIN: U52100MP2020PTC051362 Having its registered office at:

63/1 Dolatganj Indore Madhya Pradesh- 452001 ……Applicant/Transferor Company Riza Steel Private Limited CIN: U74999MP2017PTC043093 Having its registered office at:

56, 1 Doulat Ganj Indore Madhya Pradesh- 452007 ……Applicant/Transferee Company Order pronounced on: 23.02.2024 Coram: P. Mohan Raj, Member (J)

Kaushalendra Kumar Singh, Member (T)

Appearance:

For the Applicant Companies: Ld. PCS Manju Mundra

ORDER

1. This joint application is filed by the applicant companies namely M/s Patanwala Steel Private Limited (Applicant Transferor Company), and M/s Riza Steel Private Limited (Applicant Transferee Company) under section 230-232 of the Companies Act, 2013 (the Act), read with Companies (Compromise, Arrangements, and Amalgamations) Rules, 2016, for dispensation of meetings of shareholders of both the applicant companies, and dispensation of meetings of secured and unsecured creditors of both the applicant companies, and for considering and approving with or without modification, a composite scheme of amalgamation.

2. The registered office of the applicant companies is situated in the state of Madhya Pradesh and is under the jurisdiction of the National Company Law Tribunal, Bench in Indore.

3. Applicant Transferor Company is a Private Limited Company having CIN No. U52100MP2020PTC051362, incorporated under the provisions of the Companies Act, 2013 on 26.05.2020, with its registered office at 63/1, Dolatganj, Indore, Madhya Pradesh – 452001. The applicant transferor company is in the business of buy, sell and trade in sheet metal and its related articles. The Authorized Share Capital of the Applicant Transferor Company is Rs 4,50,00,000/- and its Issued and Subscribed Share Capital is Rs 4,50,00,000/-.

4. Applicant Transferee Company is a Private Limited Company having CIN No. U74999MP2017PTC043093, incorporated under the provisions of the Companies Act, 2013 on 11.04.2017, with its registered office at 56, 1 Doulat Ganj, Indore MP - 452007. The applicant transferee company is in the business of ironmaster, steel makers and steel converters. The Authorized Share Capital of the applicant transferee company is Rs 3,40,00,000/- and its Issued, Subscribed and Paid-up Share Capital is Rs 3,40,00,000/-.

5. Submissions made by the applicant companies in its petition and as presented by the learned counsel are summarized here under:

(i) The purpose of this scheme of arrangement is for:

(a) Combining the business interest into a single entity and achieving a simplified corporate structure under the common management structure.

(b) Reducing the number of entities in the group thereby reducing managerial overlaps.

(c) Reducing the regulatory and legal compliances including accounting, reporting requirements, etc., and consequential reduction in administrative costs.

(ii) The Board of Directors of the applicant companies in their respective Board meeting held on 10.01.2024 passed a resolution for preparation of the proposed scheme of merger as placed before the Board and the same was unanimously approved. The applicant companies have filed the scheme and its audited balance sheets; the same is placed on record.

(iii) The accounting treatment proposed in the scheme of arrangement is in conformity with the accounting standards prescribed under section 133 of the Companies Act, 2013. The certificate from the respective statutory auditor of the applicant companies has been filed along with the application.

(iv) No investigation or proceedings under the Companies A