THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH And CP (CAA) No.14/Chd/Hry/2022 (2n d Motion)

Under Sections 230 to 232 of the Companies Act, 2013 and Rule 11 of NCLT, 2016 IN THE MATTER OF SCHEME OF AMALGAMATION OF :

NAM Estates Private Limited with its registered office at

1st Floor, Embassy Point

150, Infantry Road, Bangalore-560052 PAN: AAACN6881H CIN: U85110KA1995PTC017950 …Amalgamating Company No. 1/ Transferor Company No. 1 And Embassy One Commercial Property Developments Private Limited with its registered office at

1st Floor, Embassy Point

150, Infantry Road, Bangalore-560052 PAN: AAFCE1051R CIN: : U70109KA2018PTC135028 …Amalgamating Company No. 2/ Transferor Company No. 2 With Indiabulls Real Estate Limited with its registered office at Plot No. 448-451, Udyog Vihar Phase-V, Gurugram PAN: AABCI5194F CIN: L45101HR2006PLC095409 …Petitioner Company/Amalgamated Company/Transferee Company CA No. 9/2023 & CA No. 29/2023 Order delivered on: 09.05.2023 Coram: HON’BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL)

HON’BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

Present : -

For the Applicant Company : Ms. Munisha Gandhi, Senior Advocate Mr. Vaibhav Sharma, Advocate For the Amalgamating Companies No. 1 and 2 : Mr. Anand Chibbar, Senior Advocate Ms. Misha Kumar, Advocate Mr. Vaibhav Sahni, Advocate For the applicant in CA No. 9/2023 and CA No. 29/2023 : Mr. K.V. Girish, Advocate For the Income Tax Department :Mr. Yogesh Putney, Senior Standing Counsel PER: SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

JUDGMENT

CP (CAA) No.14/Chd/Hry/2022 & CA No. 9/2023 & CA No. 29/2023 This is a second motion company petition filed by the petitioner Companies, namely; Indiabulls Real Estate Limited (for short hereinafter referred to as Amalgamated Company/Petitioner 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) in relation to the Scheme of Amalgamation between NAM Estate Private Limited (for short CA No. 9/2023 & CA No. 29/2023 hereinafter referred to as Amalgamating Company No. 1/Non-Petitioner Company No. 1); Embassy One Commercial Property Developments Private Limited (for short hereinafter referred to as Amalgamating Company No. 2/Non-Petitioner Company No. 2); with Indiabulls Real Estate Limited (for short hereinafter referred to as Amalgamating Company/Petitioner Company).

2. The Petitioner Company has prayed for sanctioning of the Scheme of Amalgamation between the respective companies. The said Scheme is attached as Annexure A-1 of the petition.

3. The first motion application seeking directions for dispensing with the requirement for convening the meeting of the Secured and Unsecured Creditors of the Applicant Company and to convene the meetings of Equity Shareholders of Applicant Company was filed before this Tribunal by Company Application No.CA (CAA) No. 35/Chd/Hry/2021 and based on such application, necessary directions were issued on 23.12.2021. In the order dated 23.12.2021, the meeting of the Secured & Un-secured creditors of Applicant Company was dispensed with for the reasons mentioned in the aforesaid order and meetings of Equity Shareholders of Applicant Company were to be convened on 12.02.2022.

4. In compliance of the directions issued by this Tribunal, the Chairperson, Alternate Chairperson and Scrutinizer were also appointed, and they have filed their reports which are as under:

CA No. 9/2023 & CA No. 29/2023

Sr. No.	Meetings of	Chairpersons/Alternate Chairperson/Scrutinizer	Diary No.	Date of report of Chairperson	Date of meeting
1.	Equity Shareholders of Applicant Company	Justice Mr. R.P. Nagrath (Retd.), Chairperson, Mr. Prateek Gupta, Advocate Alternate Chairperson Mr. Rohit Garg, Chartered Accountant, Scrutinizer	Dairy No. 1132 dated 17.02.2022	12.02.2022	. 12.02.2022

As per Chairperson’s Reports, the Equity Shareholders of Applicant Company have passe

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