The court sanctioned the Scheme of Amalgamation under the Companies Act, finding it in the interest of stakeholders and compliant with relevant statutes.

ORDER

Per: Bidisha Banerjee, Member (Judicial)

1. This Court is convened through hybrid mode.

2. The instant petition has been filed under Section 230(6) of the Companies Act, 2013 (“Act”) for sanction of the Scheme of Amalgamation of whereby and where under the Transferor Company No. 1 and Transferor Company No. 2 are proposed to be amalgamated with the Transferee Company from the Appointed Date, being 10^th October 2022 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”). The Transferor Company No. 1 and the Transferor Company No. 2 are collectively referred to as ‘the Transferor Companies.’

3. The Petition has now come up for final hearing. Counsel for the Petitioner Company submits as follows :

a) The appointed date as per the Scheme is 10^th October, 2022.

b) The Scheme was approved by the Board of Directors of the Petitioner Company and Non-Petitioner Company No. 1 at their meetings held on 02.08.2023 and 04.10.2023 and by the Board of Directors of the Transferee Company i.e., Non-Petitioner Company No. 2 at their meetings held on 01.08.2023 and 04.10.2023.

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

FOR THE PURPOSE OF AMALGAMATION

The Scheme is a part of an overall streamlining and re-organization plan and is expected to provide the following benefits:

a) There are several commonalities and synergistic linkages; as such the amalgamation will result in efficiency of management and maximization of value for the all stakeholders;

b) Greater ability to access and raise funds for carrying on its business and completing projects and carrying on the operations on more favourable terms;

c) Pooling of the financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies, leading to optimum use of infrastructure, cost reduction and efficiencies, productivity gains, logistic advantages, reduction of administrative and operational costs, thereby significantly contributing to the future growth.

d) Greater potential to the combined entity to develop and further grow and diversify with better optimization of funds and efficient utilization of resources;

e) Ensuring a streamlined group structure by reducing the number of legal entities in the group and reducing the multiplicity of legal and regulatory compliances required at present; and f) Administrative and operational convenience

d) The Statutory Auditors of the Petitioner Company and the Transferee Company have by their respective certificates dated 5th October,2023 confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 .

e) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner.

f) That as the Transferor Company 1 i.e., Petitioner Company is an indirect wholly owned subsidiary of the Transferee Company and the Transferor Company 2 is a direct wholly owned subsidiary of the Transferee Company, no shares of the Transferee Company shall be allotted towards discharge of consideration or in lieu or exchange of the equity shareholding in the Transferor Companies. Further, As the entire issued, subscribed and paid-up 9% non-convertible cumulative redeemable preference share capital of the Petitioner Company is held by the Transferee Comp