ORDER

1. The present joint Company Petition has been filed by the Petitioner Companies under Sections 230-232 of the Companies Act, 2013 read with companies (Compromise, Arrangement and Amalgamations) Rules, 2016 seeking approval of the Scheme of Amalgamation of M/s. Silvan Innovation Labs Pvt. Ltd. (Transferor Company) with M/s. Ploycab India Ltd. (Transferee Company) with effect from 01.04.2022, being the Appointed Date as mentioned in the Scheme.

2. An Affidavit in support of the Company Petition has been sworn by Mr. Jagrut Sevantilal Shah, Authorized Signatory of the Petitioner Companies and the same is annexed to the Company Petition. The above-named Authorized Signatory for the Petitioner Companies has been authorized vide Board Resolutions dated 18.10.2022 and 12.10.2022 passed by the Petitioner Companies.

3. M/s. Ploycab India Limited-Transferee Company is a listed public company whose Equity Shares are listed on the BSE Limited and the National Stock Exchange of India Limited and its registered office is situated at Taluka Halol, Panchmahals, Gujarat. The Transferee Company vide its acknowledgement dated 21.10.2022 has intimated BSE Limited and National Stock Exchange of India Limited about the scheme as per the Listing Regulation & SEBI circulars for the purpose of disclosures.

4. M/s. Silvan Innovation Labs Private Limited-Transferor Company is a private limited company and its registered office is also situated at Taluka Halol, Panchmahals, Gujarat. The Transferor Company is wholly-owned subsidiary of the Transferee Company and all the shares of the Transferor Company are held by the Transferee Company jointly nominee holder.

5. The Petitioner Companies had filed a joint Company Application before this Tribunal being CA (CAA) No. 61 of 2022, inter alia, sought dispensation of meetings of the Equity Shareholders, Sole Preference Shareholder and Sole Unsecured Creditor of the Transferor Company; further sought direction for convening and holding meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company. Since there were no Secured Creditors in the Transferor Company, Secured Creditors meetings of the Transferor Company were not required.

6. By an order dated 08.02.2023 passed in CA (CAA) No.61/NCLT/AHM/2022, this Tribunal directed to convene and hold meetings of the Equity Shareholders, Secured and Unsecured Creditors of the Transferee Company on 17.03.2023, for the purpose of considering and, if thought fit, approving the Scheme of Amalgamation with or without modification (s). This Tribunal had dispensed with the meetings of the Equity Shareholders, Sole Preference Shareholder and Sole Unsecured Creditor of the Transferor Company in view of the consent affidavits. Since there were no Secured Creditors in the Transferor Company, the meetings of Secured Creditors of the Transferor Company were not necessary.

7. This Tribunal had appointed Mr. Dipak Rachchha, Advocate or in his absence Mr. Mehul Rajput as the Chairman of the aforesaid meetings and gave further directions to comply with various stipulations contained in the Order including filing of the Chairman‟s Report. This Tribunal had also directed issuance of notices to the (i) Central Government through the Regional Director, (ii) the Registrar of Companies, (iii) the Income Tax Authorities (iv) BSE Limited, (v) National Stock Exchange Limited, (vi) Securities and Exchange Board of India; and Official Liquidator (in respect of the Transferor Company).

8. In compliance of the order dated 08.02.2023 passed by this Tribunal in CA (CAA) No. 61 of 2022, the petitioner companies sent notices to statutory / regulatory authorities as well as the respective stock exchanges. Further, notice of the meetings was sent to the Equity Shareholders, Secured and Unsecured Creditors of the Transferee Company as required by the order together with a copy of the Scheme of Amalgamation and of the statement required by Section 230 of the Compani