IN THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI, COURT-III

COMPANY PETITION NO. (CAA)- 51(ND)/2022

CONNECTED WITH

COMPANY APPLICATION NO. (CAA) –24(ND)/2022

(Under Section 230-232 and other applicable provisions of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016)

IN THE MATTER OF:

M/s. CHANDIGARH MALT PRIVATE LIMITED

…Petitioner Company

IN THE MATTER OF SCHEME OF ARRANGEMENT

BETWEEN

M/s. JANAK GLOBAL RESOURCES PRIVATE LIMITED

…Transferor Company 1

M/s. CHANDIGARH MALT PRIVATE LIMITED

…Transferor Company 2

M/s. FAB CRAFT INDUSTRIES PRIVATE LIMITED

…Transferor Company 3

M/s. SHIVAKS IMPEX LIMITED

…Transferor Company 4

M/s. AMARTEX INDUSTRIES LIMITED

…Transferee Company

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Order Pronounced On: 09.01.2025

CORAM:

SHRI BACHU VENKAT BALARAM DAS, HON’BLE MEMBER (JUDICIAL)

SHRI ATUL CHATURVEDI, HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : Mr. D. Bhattacharyya, Ms. Deeti Ojha, Advs.

For the RD : Adv Sumit Kansal, Adv Manshi, Adv Ayush Verma

ORDER

PER: ATUL CHATURVEDI, MEMBER (TECHNICAL)

1. The present Second Motion Petition by M/s. Chandigarh Malt Private Limited (“Petitioner Company”) under Sections 230-232 of the Companies Act, 2013 (“Act”) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Rules”) is seeking sanction of the Scheme of Amalgamations ("Scheme") between Transferor Companies and Transferee Company and their respective shareholders and creditors.

2. That the Petitioner Company/Transferor Company 2 i.e. M/s. Chandigarh Malt Private Limited was incorporated on 20.12.1995, as a private company limited by shares with CIN-U74899DL1995PTC074798. The registered office of the Company is presently located at H. No. 63/209, Bagh Diwar, Fatehpuri, Delhi- 110006.

The Petitioner Company is primarily engaged in the business of manufacture and trading of barley and malt products etc.

The authorized, issued and paid-up share capital of the Petitioner Company as on 31.03.2021 was as under:

The Board of Directors of the Petitioner Company vide its resolution dated 17.2.2020 approved the Scheme, subject to the directions and sanction of this Tribunal.

3. The Transferor Company 1 i.e. M/s. Janak Global Resources Private Limited was incorporated on 21.09.2010, as a private company limited by shares with CIN U17200HR2010PTC041252. The registered office of the Company is presently located at 315, Industrial Area, Phase-1, Panchkula, Haryana, 134113.

The Company is primarily engaged in the business of designer or fashionable clothes and dress material etc.

This Company is not a Petitioner before this Tribunal and has filed an appropriate petition before the jurisdictional Bench of NCLT at Chandigarh.

The capital structure of the Transferor Company 1 as on 31.03.2021 is as under:

That the Board of Directors of the Transferor Company 1 has approved the Scheme at their Board Meeting held on 15.2.2020.

4. The Transferor Company 3 i.e. M/s. Fab Craft Industries Private Limited was incorporated on 05.6.2012, as a private company limited by shares with CIN: U17290CH2012PTC033841. The registered office of the Company is presently located at SCO 18-19, Sector 9-D, Chandigarh 160009. The Company is primarily engaged in the business of textiles, cotton silk etc.

This Company is not a Petitioner before this Tribunal and has filed an appropriate petition before the jurisdictional bench of NCLT at Chandigarh.

The authorized, issued and paid up share capital of the Transferor Company

3 as on 31.03.2021 was as under:

That the Board of Directors of the Transferor Company 3 has approved the Scheme at their Board Meeting held on 15.2.2020.

5. The Transferor Company 4 i.e. M/s. Shivaks Impex Limited, was incorporated on 02.06.2005, as Amartex Infrastructure Private Limited, a private company limited by shares with CIN- U74999HR2005PLC035752. The name of the Company, was subsequently changed to its present name Shivaks Impex Limited, vide fresh certificate of incorporation