In the matter of

the Companies Act, 2013;

and

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

Rules, 2016;

and

In the matter of

Scheme of Amalgamation of

Moonburg Power Private Limited

(First Petitioner Company /

Transferor Company)

With

Tulsi Palace Resort Private Limited

(Second Petitioner

Company/Transferee Company)

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And Their Respective Shareholders The First Petitioner Company and the Second Petitioner Company are hereinafter collectively referred to as ‘Petitioner Companies’

Moonburg Power Private Limited [CIN: U70200MH2022PTC384178] …First Petitioner Company /

Transferor Company Tulsi Palace Resort Private Limited [CIN: U55101MH2012PTC412645] …Second Petitioner Company/

Transferee Company and their respective shareholders The First Petitioner Company and the Second Petitioner Company are hereinafter collectively referred to as ‘Petitioner Companies’

Order delivered on: 13.08.2024 Coram:

Ms. Anu Jagmohan Singh Shri. Kishore Vemulapalli Hon’ble Member (Technical) Hon’ble Member (Judicial)

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Appearances:

For the Petitioner(s) : Mr. Hemant Sethi a/w Ms. Devanshi Sethi i/b Hemant Sethi & Co.

For the Regional Director : Mr. Tushar Wagh, Ld. Authorised Representative on behalf of the RD (WR) Regional Director, MCA present through VC.

ORDER

1. Heard Learned Counsel for the Petitioners Companies. The sanction of this National Company Law Tribunal (‘Tribunal’) is sought under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 to the said Scheme of Amalgamation of Moonburg Power Private Limited with Tulsi Palace Resort Private Limited and their respective Shareholders (‘Scheme’).

2. The Petitioner Companies have approved the Scheme by passing Board Resolutions at their respective board meetings held on 27 October 2023 for the First Petitioner Company and on 20 October

2023 for the Second Petitioner Company.

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3. The Petitioner Companies submits that the proposed amalgamation will result in organizational efficiencies, reduction in overheads, administrative, operational costs and other expenses along with optimal utilization of various resources, prevention of cost duplication, creation of synergy thereby increasing operational efficiency and integrating business functions.

4. The Petitioner Companies further submits that the First Petitioner Company is engaged in the business of providing hospitality consultancy services. The Non-Convertible Bonds of the First Petitioner Company are listed on BSE Limited. The Second Petitioner Company is engaged in the business of establishing, running and managing hotels, heritage hotels and resorts.

5. As per Clause 6 of the Scheme, upon the Scheme becoming effective and in consideration for the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall without any further application or deed, issue and allot to the shareholders of the Transferor Company, holding fully paid up equity shares in the Transferor Company and whose names appears _________________________________________________________________

in the Register of Members of the Transferor Company as on the Effective Date or his/her/its heirs, executors, administrators or the successors in title, as may be recognized by the Board of Directors of the Transferee Company, fully paid up equity shares in the following fair share swap ratio:

“1 (One) fully paid up equity share having face value of INR 10/- (Indian Rupees Ten only) of the Transferee Company shall be issued and allotted to the shareholders of the Transferor Company for every 36 (Thirty-Six) equity shares having face value of INR 10/- (Indian Rupees Ten only) each held in the Transferor Company.”

6. T