The court sanctioned the scheme of amalgamation under the Companies Act, reaffirming no objections from stakeholders and emphasizing compliance with statutory requirements.

JUDGMENT

This 2^nd Motion Joint Company Petition (hereinafter referred to as the “Petition”) has been filed under the provisions of Sections 230 & 232 of the Companies Act, 2013 , the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as the “CAA Rules”), and the National Company Law Tribunal Rules, 2016 (hereinafter referred to as the “NCLT Rules”) by the Busy Infotech Private Limited (hereinafter referred to as the “Petitioner No.1” or “Transferor Company No.1”), Hello Trade Online Private Limited (hereinafter referred to as the “Petitioner No.2” or “Transferor Company No.2”) and Tolexo Online Private Limited (hereinafter referred to as the “Petitioner No.3” or “Transferee Company”) to obtain sanction of this Tribunal to the Scheme of Amalgamation of Transferor Company No.1 and 2 with Transferee Company and various other matters incidental, consequential or otherwise integrally connected with the aforesaid Amalgamation, if any (hereinafter referred to as the “Scheme”). The copy the Scheme is annexed as Annexure: P-l to the Petition.

2. All the Petitioner Companies are private limited closely held group companies under the common management and control and are wholly owned subsidiaries of a common parent company- Indiamart InterMESH Limited.

3. The Petitioner Companies had filed First Motion Joint Company Application bearing CA ( CA A) No.18/Chd/Hry/2024 before this Tribunal for seeking directions for dispensing with the requirement of convening of meetings of Equity Shareholders, Preference Shareholders Secured Creditors and Unsecured Creditors of the Petitioner Companies, which was allowed and disposed of vide Order dated 03.07.2024, with the directions to dispense with the requirement of convening of meetings of above stakeholders of the Petitioner Companies for the reasons mentioned in the aforesaid order. A copy of the said order has been attached as Annexure P-19 of the Petition.

4. In the second motion proceedings, this Tribunal vide Order dated 26.07.2024, issued the following directions to the Petitioner Companies:

(i) Publish the notice of hearing in the newspapers namely “Business Standard” (English, Delhi NCR Edition) and “Jansatta” (Hindi, Delhi NCR Edition).

(ii) Serve the notice of the Petition on the Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs; New Delhi; Registrar of Companies, NCT of Delhi and Haryana; the Official Liquidator, Chandigarh; Income Tax Department and Reserve Bank of India, Chandigarh.

(iii) File an affidavit of service regarding newspaper publication with newspaper clippings as well as service of notices on the authorities specified above.

(iv) File an affidavit stating the objections received from public pursuant to publication of notice of hearing in the newspapers.

5. The Petitioner Companies filed an affidavit dated 16.08.2024, vide diary no. 02155/01 dated 23.08.24, stating that:

(i) The notice of hearing of the Petition was published in the newspapers, "Business Standard" (English, Delhi NCR Edition) and "Jansatta" (Hindi, Delhi NCR Edition) both dated 2^nd August, 2024. The original cuttings of the newspapers have been enclosed as Annexure 1 (Colly.) of the affidavit.

(ii) The notice of the Petition was served to the following Statutory Authorities along with the Scheme, complete Paper Book of the Company Petition and other relevant papers:

(a) The Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, B-2 Wing, 2^nd Floor, Pt. Deen Dayal Ant