CA (CAA) 238/MB/2022

In the matter of

The Companies Act, 2013

Section 232 r/w Section 230 r/w

Section 8(10) of

The Companies Act, 2013 and other

applicable provisions of the Companies Act,

2013 read with the Companies (Compromises,

Arrangements and Amalgamations) Rules,

2016;

In the matter of

Scheme of amalgamation of

Northstar Charitable Foundation’

CIN: U91110MH1992NPL066940 …Transferor Company 1

Petitioner Company 1

Venus Charitable Foundation

CIN: U91110MH1992NPL066939 …Transferor Company 2/

Petitioner Company 2

Tristar Charitable Foundation’

CIN: U91110MH1990PTC055084 …Transferee Company 3

Petitioner Company 3

(“Collectively referred as Petitioner Companies”)

Order delivered on 19.07.2024

Coram:

Shri Prabhat Kumar Justice V.G. Bisht (Retd.) Hon’ble Member (Technical) Hon’ble Member (Judicial)

C.A. (CAA)/238/MB/2022 Appearances For the Applicant(s) : Mr. Hemant Sethi a/w Mr. Jay Zaveri and Ms. Tavleen Saini i/b Crawford Bayley & Co., Advocate For the Regional Director : Mr. Tushar Wagh, Deputy Director, ORDER

1. Heard Authorized Representative for Petitioner Companies as well as Representative of the Regional Director, Western Region, Mumbai. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions, except otherwise stated hereunder.

2. The present Scheme of Amalgamation (‘the Scheme’) is sought under Sections 232 r/w Section 230 and other applicable provisions of the Companies Act 2013 (including any statutory modification or re- enactment or amendment thereof), as may be applicable, for the amalgamation of ‘Northstar Charitable Foundation’ (“First Transferor Company”) And ‘Venus Charitable Foundation (“Second Transferor Company”) With ‘Tristar Charitable Foundation’ (“Transferee Company”) And their respective Members.

3. The First Petitioner Company / First Transferor Company is engaged in the business of carrying out charitable activities inter alia relief of poverty, relief of distress caused by nature, relief towards education and medical health and promote, support, advance, assist, grants or payments of money or loans and advances towards relief of poverty, distress, education, medical etc.

C.A. (CAA)/238/MB/2022

4. The Second Petitioner Company / Second Transferor Company is engaged in the business of carrying out charitable activities inter alia relief of poverty, relief of distress caused by nature, relief towards education and medical health and promote, support, advance, assist, grants or payments of money or loans and advances towards relief of poverty, distress, education, medical etc.

5. The Third Petitioner Company / Transferee Company is engaged in the business of carrying out charitable activities inter alia relief of poverty, relief of distress caused by nature, relief towards education and medical health and promote, support, advance, assist, grants or payments of money or loans and advances towards relief of poverty, distress.

6. The rationale behind the scheme is as under:

(i) The Transferor Companies and the Transferee Company belongs to the Wadia group companies and were formed under section 25 of the erstwhile Companies Act, 1956 (now corresponding section 8 of the Act) and in order to consolidate and effectively manage the Transferor Companies and the Transferee Company in a single entity and to achieve inter alia economies of scale and efficiency, the amalgamation (merger by absorption) is being undertaken and the Transferee Company shall instead carry out the objects of the merged entities as the successor of the Transferor Companies.

(ii) The amalgamation (merger by absorption) of the Transferor Companies with the Transferee Company would inter alia have the following benefits:

C.A. (CAA)/238/MB/2022 (iii) Simplification of the group structure for charitable companies of Wadia group as a result of the consolidation of the Transferor Companies and the Transferee Company;

(iv) Operational synergies to the combined entity such as rationalization of common p