THE NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH AT CHANDIGARH

CP (CAA) No. 9/CHD/PB/2024

(2nd Motion)

Under Sections 230 to 232 and other applicable provisions of

the Companies Act, 2013

IN THE MATTER OF SCHEME OF ARRANGEMENT OF:

Srajan Capital Limited

CIN: U65910PB2013PLC050993

Registered Office: Vill. Tangori,

Mohali, Punjab 140601

PAN: AATCS9821M

…..Petitioner Company 1/ Transferor Company

Career Point Limited

CIN: L80100PB2000PLC054497

Registered Office: Vill. Tangori,

Mohali, Punjab 140601

PAN: AABCC4963A

.….Petitioner Company 2/ Demerged Company

Career Point Edutech Limited

CIN: U80302PB2006PLC059674

Registered Office: Vill. Tangori, Banur, Mohali,

Karala, Rajpura, Patiala,

Punjab 140601

PAN: AADCC1956H

.….Petitioner Company 3/ Resulting Company

Order delivered on: 23.09.2024

Coram: Hon’ble Mr. Harnam Singh Thakur, Member (Judicial)

Hon’ble Mr. Subrata Kumar Dash, Member(Technical)

Present: -

For the Petitioner Companies : Mr. Dhritiman Bhattacharyya, Advocate

For the Income Tax Department : Mr. Yogesh Putney, Senior Standing Counsel

For the Regional Director / ROC: Mr. Vineet Khatri, Company Prosecutor For the Official Liquidator : Mr. Edward Augustine George, Advocate Per: Harnam Singh Thakur, Member (Judicial)

Subrata Kumar Dash, Member (Technical)

ORDER

This is a joint second motion petition filed by Petitioner Companies namely;

Srajan Capital Limited (Transferor Company/ Petitioner Company 1), Career Point Limited ( Transferee Company/ Petitioner Company 2/ Demerged Company), and Career Point Edutech Limited ( Petitioner Company 3/ Resulting Company) under Section 230-232 of Companies Act. 2013 (the Act) and other applicable provisions of the Act read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 (the Rules); seeking sanction of the Composite Scheme of Arrangement (“Scheme”) between the Petitioner Companies while also seeking appropriate directions from this Tribunal interalia under section 230-232 of the Companies Act 2013.

2. The Petitioner Companies have prayed for sanctioning of the Scheme of Arrangement between the respective companies. The said Scheme is attached as Annexure -A to the petition.

3. The Petitioner Companies had filed their first motion application bearing CA (CAA) No.57/CHD/PB/2023 before this Tribunal for seeking directions for dispensing with the requirement for convening the meeting of the Equity Shareholders of Applicant Company 1 & 3, Preference Shareholder of Applicant Company 1, Secured and Unsecured Creditors of the Applicant Companies and also convene the meetings of Equity Shareholders of Applicant Company 2.

Accordingly, the First motion application was disposed of vide order dated 04.01.2024, with directions to dispense with meeting of the Equity Shareholders of Applicant Company 1, 2 & 3, Preference Shareholder of Applicant Company 1, Secured and Unsecured Creditors of the Applicant Companies for the reasons mentioned in the aforesaid orders.

4. The main objects, date of incorporation, authorized and paid-up share capital, and the rationale of the Scheme had been discussed in detail in the order dated 04.01.2024.

5. In the second motion proceedings, certain directions were issued by this Tribunal vide order dated 21.03.2024 and an affidavit for the compliance of the order was filed by Diary No. 00754/01 dated 01.05.2024. The notice of hearing was published in “Business Standard” (English) and “Business Standard” (Hindi), both in Delhi NCR editions, on 08.04.2024. The original copies of the newspapers are attached as Annexure B of the aforesaid affidavit. It has also stated in the affidavit that copies of notices were served upon the (a) Central Government through the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi (b) Registrar of Companies, Chandigarh (c) Official Liquidator (d) National Stock Exchange (NSE) (e) Bombay Stock Exchange (BSE) (f) Securities Exchange Board of India (SEBI) (g) Reserve Bank of India (RBI) (h) Jurisdictional Income Tax Authorities. A