ORDER

Per: Madhu Sinha, Member (Technical)

1. Heard the Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions to the said Scheme.

2. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 and Section 66 and other relevant provisions of the Companies Act, 2013 and the rules framed there under for the Scheme of Amalgamation of ECLAT MERCANTILE PRIVATE LIMITED, the Transferor Company No. 1 and ECLAT DEVELOPERS PRIVATE LIMITED, the Transferor Company No. 2 with MILLENNIUM COMMERCIAL PRIVATE LIMITED, the Transferee Company and their respective shareholders.

3. The Petitioner Companies have approved the said Scheme of Amalgamation by passing the Board Resolutions dated 12^th December, 2022 which are annexed to the respective Company Scheme Petitions.

4. The Learned Advocate appearing on behalf of the Petitioners states that the Petitions have been filed in consonance with the Order passed in the Company Scheme Application No. 44 of 2023 of the Hon’ble Tribunal.

5. The Learned Advocate appearing on behalf of the Petitioners further states that the Petitioner Companies have complied with all requirements as per directions of the National Company Law Tribunal, Mumbai Bench and they have filed necessary affidavits of compliance in the National Company Law Tribunal, Mumbai Bench.

6. The Learned Counsel for the Petitioner Companies states that the Petitioner Company No. 1 is presently carrying on business of to act as dealers, distributors, agents, sub-agents, representatives, importers, exporters, merchants, contractors, stockists, buyers, sellers, brokers, commission agents, warehouse-men, transporters, carriers, traders and for that purpose buy, sell, exchange, store, market, pledge, distribute, or otherwise deal in all types of commodities, goods, articles, materials and things of every description. The Company is also engaged in providing cements, concrete, gravel sand, stone, bricks, tiles, building materials, lime and lime stone, oils fats, paints, colours and colouring materials and that the Petitioner Company No. 2 is presently carrying on the business as builders and general construction contractors and own, sell, acquire, develop, construct, demolish, enlarge, rebuild, renovate, decorate, repair, maintain, let out, hire, lease, rent, pledge, mortgage, invest, intermediate or otherwise deal in construction of all description like buildings, flats, shops, business centers, commercial, educational, commercial and non- commercial complexes, houses and other immovable properties of any tenure and any interest therein. The Company can also act as civil engineers, architects, surveyors, estimators and consultants and that the Petitioner Company No. 3 is presently carrying on the business as general merchants, traders, dealers, importers and exporters in goods, commodities, and merchandise on ready and forward basis.

7. The rationale for the Scheme of Amalgamation of the Petitioner Companies is in the interest of the stakeholders of these companies and shall result in the following benefits:

a) The amalgamation will enable the Transferee Company to consolidate the businesses and lead to synergies in operation and create a stronger financial base. All the Companies are under same management.

b) It would be advantageous to combine the activities and operations of all companies into a single Company for synergistic linkages and the benefit of combined financial resources. This will be reflected in the profitability of the Transferee Company.

c) The Amalgamation of the Transferor Companies with the Transferee Company will also 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 strong assets, capabilities, experience, expertise