THE NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH (COURT-I), CHANDIGARH

Under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016

IN THE MATTER OF SCHEME OF AMALGAMATION AND ARRANGEMENT OF:

Redbus India Private Limited,

with its registered office at

19^th Floor, Epitome Building No.5,

DLF Cyber City, DLF Phase III,

Gurugram, Haryana 122002.

PAN: AAHCP1178L

CIN: U72900 HR2012 PTC 090199

……. Amalgamating Company/ Applicant Company No.1

And

Makemytrip (India) Private Limited,

with its registered office at

19^th Floor, Tower A/B/C, Epitome Building No.5,

DLF Cyber City, DLF Phase III,

Gurugram, Haryana 122002.

PAN: AADCM5146R

CIN: U63040 HR 2000 PTC 090846

…… Amalgamated Company/ Applicant Company No.2

And

Their Respective Shareholders and Creditors

Order delivered on: 04.07.2024

Coram: HON’BLE SH. HARNAM SINGH THAKUR, MEMBER (JUDICIAL)

HON’BLE SH. UMESH KUMAR SHUKLA, MEMBER (TECHNICAL)

Present: -

For the Applicant: Mr. Deepak Suri, Mr. Sanjeev Kumar Jain, Mr. K.V. Singhal, Advocates Per: Sh. Harnam Singh Thakur, Member (Judicial)

Sh. Umesh Kumar Shukla, Member (Technical)

ORDER This is a Joint First Motion Application filed vide Diary No. 01120 dated

28.03.2024 by the Applicant Companies namely; Redbus India Private Limited (hereinafter referred to as the “Amalgamating Company” or “Applicant Company No.1”) and MakeMyTrip (India) Private Limited (hereinafter referred to as the “Amalgamated Company” or “Applicant Company No.2”) (hereinafter collectively referred to as the “Applicant Companies”) under the provisions of Section 230 to 232 read with Section 66 of the Companies Act, 2013 (hereinafter referred as the “Act”) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred as the “Rules”) seeking Orders/directions to dispense with the convening of the meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Companies and dispense with the issue of public notice thereof or Alternatively directing to issue individual notices to convene meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies and issue public notice thereof; and issue individual Notices to the Central Government, Registrar of Companies, Income Tax Department and Official Liquidator seeking their representation, if any, in connection with the Scheme; and permitting filing of application, petition and other documents for the purpose of sanctioning of the Scheme. A copy of the Scheme has been annexed along with the Application as Annexure A-1.

2. The registered offices of the Applicant Companies are situated in the State of Haryana and, therefore, this Application is under the territorial jurisdiction of this Bench.

3. The Facts of the case, as stated in the Application, are as below:

(i) The Applicant Company No.1 was incorporated on 23.03.2012 as a private limited company under the provisions of the Companies Act, 1956 in the name of M/s PVJ Ecommerce Private Limited with registered office at F- 130, GF, Street No.7, Pandav Nagar, New Delhi in the State of Delhi. Its name was changed to ibibo Group Private Limited and fresh certificate of incorporation was issued by Registrar of Companies, NCT of Delhi and Haryana (hereinafter referred to as the “RoC”) on 08.01.2014. Subsequently, the registered office of the company was changed from the State of Delhi to Haryana and fresh certificate of incorporation was issued by RoC on 16.10.2020. Thereafter, the name of the company was changed to Redbus India Private Limited and fresh certificate of incorporation was issued by RoC on 03.05.2023. At present, the company has its registered office at 19th Floor, Epitome Building No.5, DLF Cyber City, DLF Phase III, Gurugram, Haryana 122002. Its Authorized and issued, subscribed & paid up share capital as on 31.12.2023 is Rs.20,717,557,990/- divided into 2,071,755,799 equity share