THE NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH, CHANDIGARH

CA No. 197/2023

CA (CAA) No.24/Chd/HRY/2023

(1st Motion)

(Disposed of on 11.09.2023)

Under Rule 11 of the NCLT Rules

2016

IN THE MATTER OF SCHEME OF AMALGAMATION OF:

FIM Holdco I Ltd.,

Company registered in Mauritius

having its registered office at Level 6,

Tower A, 1 Exchange Square,

Wall Street, Ebene 72201,

Republic of Mauritius

Transferor Company 1

and

Ariston Investments Sub A Limited,

Company registered in Mauritius

having its registered office at Level 6,

Tower A, 1 Exchange Square,

Wall Street, Ebene 72201,

Republic of Mauritius

Transferor Company 2

with

One World Center Private Limited,

Company incorporated under Companies Act, 2013

having Its registered office at Plot No 422-B,

Udyog Vihar, Phase IV,

Village Dundahera, Gurugram,

Gurgaon – 122016, Haryana, India

CIN: U45309HR2019PTC083279

Transferee Company

Order delivered on: 22.04.2024

Coram: HON’BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL)

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

Present:

For the Applicant : Mr. Anand Chhibbar, Senior Advocate Ms. Swati Vashisth,PCA Per: Harnam Singh Thakur, Member (Judicial)

Subrata Kumar Dash, Member (Technical)

ORDER

The present application has been filed by the FIM Holdco I Ltd.

(Transferor Company 1) and Ariston Investments Sub A Limited (Transferor Company 2) with One World Center Private Limited (Transferee Company) and their respective shareholders and creditors (Scheme of Amalgamation) under Rule 11 of the National Company Law Tribunal Rules, 2016 to sanction the Amended Scheme and allow modification of scheme. Further, issue necessary direction for permitting the filling of the application, petition and other documents as may be required for the purpose of amendment. Furthermore, it is prayed to exempt the applicant company from filing the certified copies and true types copies of annexures and permission to file photocopies.

2. It is averred that The First Motion Application ie C.A. (CAA) No. 24 / CHD / HRY/2023 was filed with the Tribunal on 28.04.2023. which was allowed vide order dated 11.09.2023.

There was a change in the share capital of the Transferor Company 1 after

20.03.2023 as under:

Particulars Amount in USD As on the date of approval of the (A) 17,93,93,372 Scheme: 17,93,93,372 ordinary shares There was a change in the share capital of Transferor Company 2 after

20.03.2023 as under:

2.1. It is further submitted that consequent to the change in the share capital of Transferor Company 1 and Transferor Company 2, it was imperative to amend the fair exchange ratio mentioned in clauses 11 and 20 of the Scheme. The Applicant Company sought for amendment of the fair exchange ratio report. The addendum to the original fair share exchange ratio report dated 15.03.2023 issued by Mr. Akshat Jain, IBBI Registered Valuer having his office at B - 801, Sunteck City Avenue-1, Oshiwara District Centre, Goregaon has been attached as Annexure A2.

2.2. Further, it is averred that the Board of Directors of the Applicant Company vide resolution dated 09.10.2023, and the Board of directors of the Transferor Company 1 and Transferor Company 2, vide resolution dated 10.10.2023, exercised the powers conferred to them by clause 28 of the Scheme, provided their consent for amendment of the fair exchange ratio report and the following clauses in the Scheme:

1) Clause 3.1 and 3.2 ie, Share Capital of the Amalgamating Company 1 and Amalgamating Company 2 in the Scheme;

2) Insertion of the words "as on Appointed Date." in sub-clause (a)

of Clause 11 in Part B and sub-clause (a) of Clause 20 in Part C;

3) Amendment of the proportion mentioned in sub-clause (b) of Clause 11 in Part B from 2.0242:1000 to 2.0225:1000;

4) Amendment of the proportion mentioned in sub-clause (b) of Clause 20 in Part C from 2.7998:1000 to 2.7915:1000;

5) Insertion of new sub-clause (c) of Clause 11 in Part B and new sub-clause (c) of Clause 20 in Part C; and thereby renumbering of sub-clause (c) of Clause 11 as sub-clause (d) of Clause 11 in P