ORDER

1. The present joint application is filed by M/s. Honest Buildcon Private Limited and M/s. Swayam Shipping Services Private Limited (“Applicant Companies”) on 07.06.2023 under Section 230-232 with other applicable provisions of the Companies Act, 2013 (the “Act”) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. By this application, the Applicant Companies are seeking dispensation of the meetings of Equity Shareholders of both the Applicant Companies, Secured and Unsecured Creditors of the Transferor Company and further appropriate directions for convening and holding the meeting of Secured and Unsecured Creditors of the Transferee Company. The appointed date as mentioned in the Scheme is 01.04.2022.

2. Affidavits in support of this application have been sworn by Mr. Tejash M. Khakhria on behalf of the Transferor Company and Mr. Keyur G. Thakrar on behalf of Transferee Company who are the authorised representatives/directors of the Applicant Companies. The above-named authorised representatives have been authorised vide Board Resolution dated 28.04.2023 of the Applicant Companies and the said resolutions are annexed with the application.

3. The averments made by the Applicant Companies are summarised as under:-

I. The Transferor Company - M/s. Honest Buildcon Private Limited, having CIN: U45201GJ2007PTC051223 was incorporated under the provisions of the Companies Act, 1956 on 27.06.2007 with a view to carry on in India and abroad the business of developers and builders, contractors, real estate consultants, property consultants etc. A certificate of incorporation is annexed with the application.

II. The registered office of the Transferor Company is situated at Office No. 302, Rajkamal-1, Plot No. 348, Ward 12B, Gandhidham, Gujarat-370201.

III. As per the latest audited balance sheet as on 31.03.2022, the authorized, issued, subscribed and paid-up capital of the Transferor Company are as under:

The Transferor Company has also filed the unaudited balance sheet as on 28.02.2023 and the same is annexed with the application.

IV. The Transferee Company – M/s. Swayam Shipping Services Private Limited, having CIN: U35110GJ2005PTC45900 was incorporated under the provisions of the Companies Act, 1956 on 18.04.2005 with a view to carry on the business of establishing, maintaining, running and operating public and private shipping transport services for the carriage of mails, passengers, goods etc. A certificate of incorporation is annexed with the application. V. The registered office of the Transferee Company is situated at Office No. 302, Rajkamal-1, Plot No. 348, Ward 12B, Gandhidham, Gujarat-37020 VI. As per the latest audited balance sheet as on 31.03.2022, the authorized, issued, subscribed and paid-up capital of the Transferee Company are as under:

The Transferee Company has filed the unaudited balance sheet as on 28.02.2023. The same is annexed with the application.

VII. Since the registered offices of both the Applicant Companies are situated in the State of Gujarat, this application is within the jurisdiction of the Tribunal.

VIII. The Board of Directors of both the Applicant Companies vide their Board Resolution dated 28.04.2023 have approved the Scheme of Merger.

IX. With respect to the Transferor Company, it is stated that:-

a. There are 3 (three) Equity Shareholders in the Transferor Company. Mr. Dharmendra Ganatra, Practicing Company Secretary, has issued a certificate dated 08.05.2023 certifying that there are three Equity Shareholders in the Transferor Company. All equity shar