The court sanctioned the Scheme of Amalgamation, confirming compliance with statutory requirements and recognizing the benefits of consolidation for all stakeholders involved.

Order

Per: Bidisha Banerjee, Member (Judicial)

1) The instant petition has been filed under Section 230 read with Section 232 of the Companies Act, 2013 (“Act”) for sanction of the Scheme of Amalgamation of Manindra Metal Suppliers Private Limited, being the Petitioner No. 1 above named ("Transferor Company No. 1"), Nifty Merchandise Private Limited, being the Petitioner No. 2 above named ("Transferor Company No. 2"), with Reward Advisory Services Private Limited, being the Applicant No. 3 above named ("Transferee Connected with C.A. (CAA) No. 83/ KB /2023 Company") whereby and where under the Transferor Companies areproposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st day of April, 2022 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”).

2) The Petition has now come up for final hearing. The Ld. Authorized Representative for the Petitioners submit as follows:

(a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Companies at their meetings held on 23rd February, 2023.

(b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are inter alia as follows:-

i. All the Transferor Companies and the Transferee Company are engaged in similar kind of businesses.

ii. The Scheme of Amalgamation has been proposed to consolidate the group structure and provide advantages of synergies in business activities.

iii. The business of the Transferor Companiesand the Transferee Company can be combined and carried forward conveniently with the combined strength of all the Petitioner Companies.

iv. The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the Transferee Company.

v. The amalgamation will result in usual economies of scale including reduction in overhead expenses relating to Connected with C.A. (CAA) No. 83/ KB /2023 management and administration in better and more productive utilization of various resources and the business of the companies can be conveniently and advantageously combined together and in general business of the companies concerned will be carried on more economically and profitably under the said Scheme of Amalgamation.

vi. The said Scheme of Amalgamation will enable the establishment of a larger company with larger resources and a larger capital base enabling further development of the business of the Companies concerned. The aforesaid Scheme of Amalgamation will also enable the undertakings and business of the said Petitioner Companies to obtain greater facilities possessed and enjoyed by one large company compared with a number of small companies for raising capital, securing and conducting trade on favourable terms and other benefits.

vii. The said Scheme of Amalgamation will contribute in furthering and fulfilling the objects of the companies concerned and in the growth and development of these businesses.

viii. The said Scheme of Amalgamation will strengthen and consolidate the position of the amalgamated company and will enable the amalgamated company to increase its profitability.

ix. The said Scheme of Amalgamation will enable the undertakings concerned to pool their resources and to expand their activities.

x. The said Scheme of Amalgamation will enable the Companies concerned to rationalize and streamline their management, business and finances and to eliminate duplication of work to their common advantages. Connected with C.A. (CAA) No. 83/ KB /2023 xi. The said Scheme of Amalgamation will have beneficial results for the Companies concerned, their shareholders, employees and all concerned.

(c) The Statutory Auditors of the Transferor Compan