ORDER

Per : Balraj Joshi, Member (Technical)

1. This court is congregated through hybrid mode.

2. The instant petition has been filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 (“Act”) sanction the Scheme of Amalgamation of Shiv Shakti Barter Pvt. Ltd. being the Petitioner Company No.1 above named ("Transferee Company") with Accurate Agency Private Limited being the Petitioner CompanyNo.2 above named ("Transferor Company 1" or “Petitioner No.2”), Anmol Advisors Private Limited being the Petitioner Company No.3 above named ("Transferor Company 2" or “Petitioner No.3”), Greenline Commodeal Private Limited being the Petitioner CompanyNo.4 above named ("Transferor Company 3" or “Petitioner No.4”) and Rukanta Distributors Private Limited being the Petitioner Company No. 4 above named ("Transferor Company 4" or “Petitioner No.5”) whereby and whereunder the Transferor Companies is proposed to be amalgamated with the Transferee Company which is an NBFC Company bearing registration number B.05.04340 from the Appointed Date, that is 1st April, 2021 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”).

Details of Petitioner Companies as follows:

3. The Petition has now come up for final hearing. The Ld. Authorised Representative for the Petitioners submits as follows:-

(a) The Scheme was approved by the respective Board of Directors of all the Petitioner Companies at their meetings held on 10th January, 2022 respectively.

(b) The circumstances which justify and have necessitated the Scheme and the benefits of the same are, inter alia, as follows:-

i. The amalgamation will result in prevention of cost duplication and the resultant operations would be substantially cost-efficient. Consequently, the Transferee Company will offer a strong financial structure and facilitate resource mobilization and achieve better cash flows. The synergies created by the amalgamation would increase the operational efficiency and integrate business functions.

ii. Such consolidation of business into one economic entity shall enable the Transferee Company to effectively manage the funds and also result in several benefits including streamlined group structure by reducing the number of legal entities, reducing the multiplicity of legal and regulatory compliances, rationalizing costs.

iii. The amalgamation will provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically the merger will enable optimal utilization of existing resources and provide an opportunity to fully leverage assets, capabilities, experience and infrastructure of the companies. The amalgamation will also reduce the managerial overlaps involved in operating different entities, ease and increase operational and management efficiency, integrate business functions.

iv. Greater efficiency in cash management of the Transferee Company and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund organic and inorganic growth opportunities to maximize shareholder value.

(c) The Statutory Auditor of the Petitioner No. 1 i.e. Transferee Company has by their certificate dated 21^st July, 2022 confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.

(d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioners.

(e) The exchange ratio of shares in consideration of the Amalgamation has been fixed on a fair and reasonable basis and on the basis of the Report thereon of CA Manish Gadia, Registered Valuer..

(f) The shares of the Petitioner Companies are not listed on any stock exchange.

(g) By an order dated 28^th December, 2022 in Company Application (CAA) No. 123/KB/ 2022, this Tribunal made the following directions with regard to meetings of shareholders and creditors under Section 230(1) read with Section