ALLAHABAD BENCH, PRAYAGRAJ

_____________________________________________________________

CA (CAA) NO. 26/ALD/2025

(First Motion)

(Under Section 230 read with Section 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements

and Amalgamations) Rules, 2016)

IN THE MATTER OF SCHEME OF AMALGAMATION OF:

Pigeon Exports International Private Limited

(CIN: U67120UP2000PTC226974)

Having its Registered Office at:

A32, Site-IV, Industrial Area, Sahibabad,

Ghaziabad-201 010, Uttar Pradesh

…. Transferor Company/Applicant Company No.1

AND

Shramika Buildcon Private Limited

CIN: U45201UP2005PTC227661

Having its Registered Office at:

A32, Site-IV, Industrial Area, Sahibabad,

Ghaziabad-201 010, Uttar Pradesh

…. Transferor Company/Applicant Company No.2

AND

KOA Investments Limited

CIN: U65993UP1991PLC227664

Having its Registered Office at:

A32, Site-IV, Industrial Area, Sahibabad,

Ghaziabad-201 010, Uttar Pradesh

…. Transferor Company/Applicant Company No.3

AND GCB Securities Private Limited CIN: U67120UP2005PTC225552 Having its Registered Office at:

A32, Site-IV, Industrial Area, Sahibabad, Ghaziabad-201 010, Uttar Pradesh …. Transferor Company/Applicant Company No.4 AND Passion IT Solutions Private Limited CIN : U45400UP2008PTC225551 Having its Registered Office at:

A32, Site-IV, Industrial Area, Sahibabad, Ghaziabad-201 010, Uttar Pradesh …. Transferor Company/Applicant Company No.

WITH Intercity Finvest Private Limited CIN: U65929UP1996PTC227662 Having its Registered Office:

A32, Site-IV, Industrial Area, Sahibabad, Ghaziabad-201 010, Uttar Pradesh …. Applicant Company No. 6/ Transferee Company Order Pronounced on: 21.08.2025 Coram:

Mr. Praveen Gupta. : Member (Judicial) Mr. Ashish Verma : Member (Technical)

Appearances:

Sh. Rajeev Goel & Sh. Viplav Goel, Advs. : For Applicant Companies With Sh. Ankit Kumar Singh, PCS

ORDER

1. This is a joint first motion Application being filed on 19.07.2025 under the provisions of Sections 230 & 232 and other relevant provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, in connection with the proposed Scheme of Amalgamation of Pigeon Exports International Private Limited (hereinafter referred to as Transferor Company/Applicant Company No.1), Shramika Buildcon Private Limited (hereinafter referred to as Transferor Company/Applicant Company No.2), KOA Investments Limited (hereinafter referred to as Transferor Company/Applicant Company No.3), GCB Securities Private Limited (hereinafter referred to as Transferor Company/Applicant Company No.4) and Passion IT Solutions Private Limited (hereinafter referred to as Transferor Company/Applicant Company No.5) with Intercity Finvest Private Limited (hereinafter referred to as Applicant Company No. 6/

Transferee Company). The said Scheme is attached as Annexure A-8 of the Application.

2. It is submitted that the registered offices of Applicant No. 1, 2, 3, 4, 5 and 6 is situated at 32, Site-IV, Industrial Area, Sahibabad, Ghaziabad- 201010, Uttar Pradesh), which are within the territorial jurisdiction of this Tribunal.

3. The Applicant Companies have prayed for dispensing with the requirement of convening meetings of the Equity Shareholders of Transferor Companies No. 1 to 5 and the Transferee Company and further dispensing with the requirement of convening meetings of the Unsecured Creditors of Transferor Companies No. 1 to 5 and the Transferee Company. None of the Applicant Transferor Companies No.

1 to 5 and the Transferee Company has any Secured Creditor.

4. It is submitted that Transferor Companies No.1 to 5 were incorporated to deal with following business activities:

i. Transferor Company No.1- to carry on the business of marketing, liasioning, advertising, trading, buying. selling, import, and export all kinds of in electronic and electrical appliances and other related activities.

ii. Transferor Company