IN THE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD DIVISION BENCH COURT - 1 ITEM No.302 C.P.(CAA)/52(AHM)/2022 in C.A.(CAA)/31(AHM)/2022 Order under Section 230-232 IN THE MATTER OF:

Millenium Stock Broking Pvt. Ltd.

........Applicant Order delivered on: 18/12/2023 Coram:

Mr. Shammi Khan, Hon’ble Member(J) Mr. Sameer Kakar, Hon’ble Member(T)

PRESENT:

For the Applicant : For the Respondent :

ORDER

The case is fixed for pronouncement of the order. The order is pronounced in the open court, vide separate sheet.

-Sd- -Sd-

SAMEER KAKAR SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL)

IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - I, AHEMDABAD CP(CAA) No. 52/230-232/AHM/2022 in CA(CAA) No. 31/230-232/AHM/2022 [Application under Section 230-232 of Companies Act, 2013 read with the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016]

SRD STOCK BROKING PRIVATE LIMITED CIN: U67120WB1995PTC070039 A Company incorporated under the provisions of Companies Act, 2013 having its Registered Office at

1, R. N. Mukherjee Road, 1st Floor, Room No. 7, P.S. Hare Street, Kolkata 700001 …Non-Petitioner/

Transferor Company With MILLENNIUM STOCK BROKING PVT. LTD.

CIN: U67110GJ2000PTC121951 A Company incorporated under the provisions of Companies Act, 2013 having its Registered Office at

910 to 911, 9th Floor, DSCCSL(53E) Road 5E, Block-53, Zone-5, DTA Gandhinagar- 382355.

... Petitioner/

Transferee Company And Their Respective Shareholders and Creditors Order pronounced on:18.12.2023

1 of 26 CORAM SHAMMI KHAN, MEMBER (JUDICIAL)

SAMEER KAKAR, MEMBER (TECHNICAL)

Appearance:

For the Applicant(s) : Ms. Madhuri Pandey, PCS For the RD : Mr. Shiv Pal Singh, Assistant Director O R D E R

1. The present petition has been filed by the Petitioner Transferee Company above named for the purpose of the approval of the Scheme of Amalgamation of SRD Stock Broking Private Limited (for brevity “Transferor Company”) with Millennium Stock Broking Private Limited (for brevity “Transferee Company”) and their Respective Shareholders and Creditors under Sections 230-232 of the Companies Act, 2013, and other applicable provision of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity ‘the Rules’) (hereinafter referred to as the ‘SCHEME’) pursuant to the Scheme

2 of 26 proposed by the Companies and the said Scheme is also annexed at “Annexure E” to the Application.

2. An Affidavit in support of petition has been sworn by Mr. Pawan Kumar Daga and Mr. Kaushik Daga directors of the Petitioner Transferee Company and the same is annexed with the petition. The above named directors of the Petitoner Transferee Company has been authorized vide Board Resolution dated

14/09/2021.

3. It is submitted that the registered office of the Transferor Company viz. SRD Stock Broking Private Limited is situated in the State of West Bengal, and, therefore, the Transferor Company has filed separate petition before the National Company Law Tribunal at Kolkata Bench for sactioning the Scheme of Amalgamation vide CP(CAA)No.90/KB/2022 connected with CA(CAA) No. 25/KB/2022. It is further submitted that, the National Company Law Tribunal, Kolkatta Bench vide order dated 09/11/2022 has allowed the petition in terms of prayer in the petition. The said

3 of 26 order is placed on record by the Petitioner Transferee Company.

4. 1ST MOTION APPLICATION – IN BRIEF

4.1. The Transferee Company filed the First Motion vide C.A.(CAA)31/AHM/2022 seeking reliefs as under:-

4.2. Based on such application moved under Sections

230-232 of the Companies Act, 2013; directions were issued by this Tribunal, vide order dated 06/06/2022, to dispense the meetings of the Equity Shareholders, Secured Creditors and Unsecured creditor of the Transferee Company.

5. OBJECTS AND REASONS:

(i) The Transferor Company and the Transferee Company are in the sa