The court sanctioned the Scheme of Amalgamation after confirming compliance with statutory provisions, stating that it is beneficial for stakeholders.

ORDER

Per: Bidisha Banerjee, Member (Judicial)

1. The present Company Petition has been filed by the petitioner companies under Sections 230 and 232 of the Companies Act, 2013 (“the Act”) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“the Rules”) with the National Company law Tribunal, Kolkata Bench, Kolkata for the purpose of sanction of the proposed Scheme of Amalgamation of Bontex India Private Limited (“BIPL”), G.R. Apartments Private Limited (“GRAPL”), Kashyap Properties Private Limited (“KPPL”), R K Grihanirman Private Limited (“RKGPL”), S D Enclave Private Limited (“SDEPL”) and Sulbha Properties Private Limited (“SPPL”) with Murli Textiles Private Limited (“Transferee Company” or “MTPL”), whereby and whereunder BIPL, GRAPL, KPPL, RKGPL, SDEPL andSPPL (hereinafter collectively referred to as the “Transferor Companies”) are proposed to be amalgamated with the Transferee Company and the entire Undertakings of the Transferor Companies are proposed to be transferred to the Transferee Company from the Appointed Date, viz., 1st April, 2024, in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”), a copy whereof has been annexed to the Company Petition and marked as Annexure “A” at pages 30 – 58, Vol.I of the petition. The said Company Petition was registered as C.P. (CAA) No.3/KB/2025.

2. Affidavit in support of the petition was shown on behalf of the petitioner companies and has been filed by Mr. Nitesh Agarwalon behalf of all the petitioner companies alongwith the petition. The Affidavit verifying the Petition is annexed at pages 631 - 636 of Volume IV of the petition.

3. The Board of Directors of all the petitioner companiesat their respective meetings held on 18th September 2024 and 19th September 2024 by resolutions passed unanimously, approved the said Scheme of Amalgamation.The Board resolutions of the petitioner companies are collectively annexed as Annexure “P” at pages 328 – 341, Vol.II of the petition.

4. Rationale of the Scheme:

4.1 The Transferor Companies and Transferee Company are primarily holding the shares of the group companies. The Transferee Company is also engaged in renting immovable properties.

4.2 The amalgamation of the Transferor Companies with the Transferee Company is being proposed to achieve the following objectives:

(a) elimination of multiplicity of companies leading to synergies in operations, achieving efficiencies and economies of scale and reduction in operational costs, overheads, administrative and other expenditure;

(b) simplified group and business structure; and

(c) enable regulatory/procedural compliances being made by a single unified company, thus resulting in cost saving and saving in fees/duties which were otherwise being required to be paid separately by each of the companies.

4.3 Thus, as a whole, amalgamation of the Transferor Companies with the Transferee Company in terms of the Scheme will be beneficial for all the companies, their shareholders, creditors, employees and all the other stakeholders.

5. Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Companies with the Transferee Company, the Transferee Company shall, without any further application, act, deed, consent, acts, instrument or deed, issue and allot shares on a proportionate basis to each shareholder of Transferor Companies, whose name is recorded in the register of members as member of the Transferor Companies as on the Effective Date, as under: