The court allowed the amalgamation without shareholder meetings, confirming compliance with statutory requirements and ensuring no detriment to creditors.

ORDER

Per Siddharth Mishra, Member (Technical):

1. The instant application has been filed in the first stage of proceedings under Section 2 30 (1) read with Section 2 32 (1) of the Companies Act, 2013 (“Act”) to obtain orders/ directions with regard to seeking dispensation of meetings of shareholders and creditors in connection with the proposed Scheme of Amalgamation of (1) Anmol Private Limited (being the “Transferor Company 1” or “Applicant No. 1”), (2) Monarch Shelter Private Limited (being the “Transferor Company 2” or “Applicant No. 2”) and Anmol Industries Limited (being the “Transferee Company” or “Applicant No. 5”) and their respective shareholders and creditors (the “Scheme” or the “Scheme of Amalgamation”). Pursuant to the Scheme, it is proposed to amalgamate the Amalgamating Companies with the Amalgamated Company from the Appointed Date (1^st day of on the terms and conditions fully stated in the said Scheme, a copy whereof has been annexed to the Company Application and marked as “G” at pages 259-284.

2. Learned Senior Advocate appearing for the Applicant Companies submits as follows:-

i. The Board of Directors of the Applicants at its meeting held on 18 March 2025 by resolution passed unanimously, approved the said Scheme of Amalgamation of the Applicants and their respective shareholders, copies whereof are annexed to the Company Application and marked as “H” at pages 285 to 296

ii. The circumstances which justify and/or have necessitated the said Scheme of Amalgamation and the benefits of the same are, inter alia, as follows: -

a. The Scheme is intended to restructure these companies and consolidate their business in a manner which is expected to enable better realization of potential of their business, yield beneficial results and enhanced value creation for the said companies, their respective shareholders and stakeholders.

b. The existing operating business and activities of the Transferee Company will continue to constitute the main business and activity of the merged entity with the greater share of the assets and turnover of the merged entity being contributed by such operating businesses and activities. The consolidation of undertakings will result in the formation of a larger and a broader base and diversified company.

c. The proposed Scheme and consolidation of entities is expected to eliminate inefficiencies and streamline corporate structures and enable more efficient use of capital.

d. The amalgamation of the Transferor Companies with the Transferee Company would, inter alia, enable realization of the following benefits:

i. Simplify and streamline the group structure by reducing the number of legal entities, reducing the multiplicity of legal & regulatory compliances, rationalizing costs and improve efficiency;

ii. This consolidation will lead to synergies of operations and facilitate long-term sustainable growth to enhance value for all stakeholders concerned;

iii. optimal utilisation of resources to derive operating efficiencies and business synergies;

iv. efficient utilization of capital to drive growth of the consolidated business under a single entity;

v. elimination of multiple entities and reduction of costs;

vi. strengthening the financial position of the consolidated entity;

vii. enable greater realisation of the potential of the businesses of the Transferor Companies and Transferee Company in the amalgamated entity.

viii. The proposed merger will further lead to reduction in the number of entities and thereby cause reduction in overheads and costs.

ix. The Scheme is in the interest of the group and its stakeholders and it will not have any adverse impact on the stakeholders.

Accordingly, the Board of Directors of the respective companies have contemplated this Scheme for the Amalgamation of the Transferor Companies with the Transferee Company pursuant to Sections