CA(CAA)/01/KOB/2023

(Under Section 230-232 of the Companies Act, 2013 read with Rule 15 of the Companies (Compromises, Arrangements, and

Amalgamations) Rules, 2016)

MEMO OF PARTIES:

SHAREWEALTH COMMODITIES PRIVATE LIMITED, Having its registered office at Door No. 20/232, Adiyat Lane, Poothole P.O.,

Westfort, Thrissur 680 004, India.

… Petitioner 1/ Transferor Company 1.

– &

SHAREWEALTH WEALTH MANAGEMENT LIMITED, Having its registered office at TMC 36/918, Third Floor, Cochin Devaswom Board Bldg, Opp. Nehru Park, Round North

Thrissur 680 001, India.

… Petitioner 2/ Transferor Company 2.

–

CA(CAA)/01/KOB/2023 In the matter of scheme of arrangement of Sharewealth Commodities Private Limited and 3 Others.

&

SHAREWEALTH SECURITIES LIMITED, Having its registered office at Door No. 20/232, Adiyat Lane, Poothole P.O, Westfort, Thrissur 680 004, India.

… Petitioner 3/ Transferee/Demerged –

Company.

&

SHAREWEALTH CHITS LIMITED, Having its registered office at Door No. 28/774-5, Third Floor, Sivasakthi Building, Opp. Nehru Park, Round North Thrissur 680 001, India.

… Petitioner 4/ Resulting Company.

–

Order delivered on: 21.03.2024 Coram:

Hon’ble Member (Technical) Hon’ble Member ( Judicial)

Shyam Babu Gautam TMT. Justice (Retd.) T. Krishna Valli Appearances:

For the Petitioners : Mr. Sumit Garg, Adv., CA(CAA)/01/KOB/2023 In the matter of scheme of arrangement of Sharewealth Commodities Private Limited and 3 Others.

For the Official Liquidator : Ms. Preetha Gopal, Official Liquidator in person.

For the ROC : Ms. Bindu Vergis, AROC.

ORDER

Per: Coram

1. The object of the present joint Company Petition is to obtain the sanction of this Tribunal to the proposed Composite Scheme of Arrangement Sharewealth Commodities Private Limited (“Scheme”) between Transferor Company 2"), (“Petitioner 1/ Transferor Company 1”), Sharewealth Wealth Transferee/ Demerged Management Limited (“Petitioner 2/

Sharewealth Securities Limited (“Petitioner 3/

creditors whereby, it Company”), Sharewealth Chits Limited (“Petitioner 4/ Resulting is. inter alia, proposed to involve: (a) the amalgamation of the Petitioner Company”) and their respective shareholders and

1/ Transferor Company 1 and the Petitioner 2/ Transferor Company 2 with and into the Petitioner with and into the Petitioner 3/ Transferee/ Demerged Company, and (b) the demerger of the Investment Undertaking of the amalgamated Petitioner 3/ Transferee/ Demerged Company with and into the Petitioner 4/ Resulting Company on a going concern basis in terms of the Scheme.

2. This Tribunal vide order dated 13.10.2023 passed in CA(CAA)/01/KOB/2023 directed convening and holding of the separate meetings of the unsecured creditors of the Petitioner l/ Transferor CA(CAA)/01/KOB/2023 In the matter of scheme of arrangement of Sharewealth Commodities Private Limited and 3 Others.

Company 1 and the equity shareholders and the unsecured creditors of the Petitioner 3/ Transferee/ Demerged Company on November 20. 2023, November 21, 2023 and November 22, 2023 respectively. Further, the Tribunal dispensed with the requirement of convening the meetings of the equity shareholders of the Petitioner 1/ Transferor Company 1, the Petitioner 2/ Transferor Company 2 and the Petitioner 4/ Resulting Company since the required number of consents are available on record. This Tribunal further noted that since there are affidavits under the Act no secured creditors in the Petitioner l/ Transferor Company 1, the Petitioner 2/ Transferor Company 2 and the Petitioner 4/Resulting Company except the Petitioner 3/ Transferee/ Demerged Company, the creditors in the Petitioner 2/ Transferor Company 2 and the Petitioner 4/ consent affidavit of whom is already available on record, and unsecured Resulting Company, there was no requirement for convening their meetings.

3. In compliance with the order of this Tribunal separate meetings of the unsecured creditors of the Petitioner 1/ Transferor Company 1 and the equity shareholders and the unsecured creditors of the Petitioner 3/ Transf