ORDER

1. The Present Company Petition has been filed by the Petitioner Company, namely LT BUILDWELL PRIVATE LIMITED (TRANSFEROR COMPANY/PETITIONER COMPANY) under Sections 230 and 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for sanction of Scheme of Amalgamation of LT BUILDWELL PRIVATE LIMITED (TRANSFEROR COMPANY/PETITIONER COMPANY) WITH VANDANA GRIHA NIRMAN LIMITED (TRANSFEREE COMPANY/NON-PETITIONER COMPANY) and their respective Shareholders and Creditors (hereinafter referred to as “Scheme” or “Scheme of Amalgamation”).

2. The petitioner company namely LT Buildwell Private Limited (the Transferor Company) has its registered office in the State of Uttar Pradesh and hence falls within the jurisdiction of the National Company Law Tribunal, Allahabad at Allahabad. Whereas Vandana Griha Nirman limited (the Transferee Company) is situated in the State of West Bengal and hence is under the jurisdiction of the National Company Law Tribunal, Bench Kolkata. Accordingly, the Transferor Company is the sole petitioner in the present application and Separate Company Petition has been filed before the National Company Law Tribunal (NCLT), Kolkata Bench with respect to the Transferee Company.

3. The Petition has now come up for final hearing. The Ld. Counsel for the Applicant submits as follows:-

i. The proposed ‘Scheme of Amalgamation’ has been approved by the Board of Directors of the Petitioner-Transferor Company in its Board meeting held on 29.05.2023.

ii. The factual position of the Authorized, Issued, Subscribed and Paid up share Capital of the Petitioner Company as on 31st March, 2023 is described in the present Company Petition.

4. Learned Counsel for the Petitioner Company submitted that the circumstances which necessitated the scheme of amalgamation are as follows:

a. The Transferor Company is engaged in the business of layout, develop, construct or build, erect, demolish, re-erect, alter, remodel or do any other work in connection with any building scheme, roads, highways, docks, ship sewer, etc.

b. The Transferee Company is registered with the Reserve Bank of India as a Non-Banking Financial Company and carries on business of dealing in shares and other related NBFC activities.

c. For the optimum running, growth and development of the business and undertaking of the Transferor Company and the Transferee Company with the combined resources and a larger capital and asset base, it is considered desirable and expedient to amalgamate the Transferor Company with the Transferee Company in the manner and the terms and conditions stated in this Scheme of Amalgamation.

d. The amalgamation will enable appropriate consolidation and integration of the activities of the Transferor Company and the Transferee Company with pooling and more efficient utilization of their resources, reduction in overheads and other expenses and improvements in various other operating parameters. The amalgamation will result in the formation of a larger and stronger entity having greater capacity for conducting its operations more efficiently and competitively. The Scheme is proposed accordingly and will have beneficial results for the said Companies, their shareholders, employees and all concerned.

5. The Petitioner Company have stated that the accounting treatment proposed in the scheme of amalgamation is in conformity with the accounting standard prescribed Under Section 133 of the Companies Act 2013 as certified by the Auditors of the Petitioner Company.

6. It has also been stated in the petition that no proceedings under Section 235 to 251 of the Companies Act 1956 or Under Section 210 to 226 of the Companies Act 2013 is pending against the Petitioner Company.

7. It is submitted by the Ld. Counsel during the course of hearing that the Scheme of Amalgamation will not attract the provisions of the Competition Act, 2002. Hence, no intimation to/approval from the Competition Com