ORDER

PER: MAHENDRA KHANDELWAL, MEMBER (JUDICIAL)

1. The present Joint Petition is filed by the Petitioner Companies viz., M/s. BCC Edutech Private Limited (Petitioner Company No.1/Transferor Company No. 1), M/s. Urban Buildmart Private Limited (Petitioner Company No.2 /Transferor Company No. 2) with M/s. Conscient Infrastructure Private Limited (Petitioner Company No.3/Transferee Company) and their respective Shareholders and Creditors under Section 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and the National Company Law Tribunal Rules, 2016, for the purpose of the Sanction of the proposed Composite Scheme of Arrangement amongst the Transferor Company No. 1 and Transferor Company No.2 with Transferee Company. The copy of the Composite Scheme of Arrangement (hereinafter referred as the “Scheme”) has been placed on record.

2. The Petitioner Company No.1/Transferor Company No. 1 i.e. M/s. BCC Edutech Private Limited was incorporated on 03.07.1991 under the provisions of the Companies Act 1956 bearing CIN: U70100DL1991PTC044832 having its registered office at K-1, Green Park Main, New Delhi – 110016. The Petitioner Company No.1 is engaged in the business of real estate.

3. The Petitioner Company No. 2/ Transferor Company No.2 i.e. M/s. Urban Buildmart Private Limited was incorporated on 17.10.2005 under the provisions of the Companies Act, 1956 bearing CIN: U45101DL2005PTC141771 having its registered office at K-1, Green Park Main, New Delhi – 11016. The Petitioner Company No.2 is engaged in the business of real estate.

4. The Petitioner Company No.3/Transferee Company i.e. M/s. Conscient Infrastructure Private Limited was incorporated on 23.02.1990 under the provisions of the Companies Act, 1956 bearing CIN: U74899DL1990PTC039324 having its registered office registered office at K-1, Green Park Main, New Delhi – 11016. The Petitioner Company No.3 is engaged in the business of real estate.

5. Since the Registered Office of all the Petitioner(s) Companies is in New Delhi, this Tribunal is having territorial jurisdiction in the matter.

6. The Petitioner Companies submit that the proposed scheme of amalgamation of the Transferor Companies and Transferee Company would have the following benefits: -

i. Optimum and efficient utilization of capital, resources assets and facilities of the Companies;

ii. Consolidation of businesses and enhancement of shareholder value;

iii. Better management and focus of growing the business;

iv. To derive benefit of synergies arising out of consolidation of business, such as, enhancement of net worth of the combined business;

v. The assets of the Transferor Companies would augment the asset base and thereby result in optimal utilization of the resources and greater revenue inflow;

vi. The Scheme would result in reduction of overheads, administrative, managerial and other expenditure and bring about operational rationalization, efficiency and optimum utilization of various resources.

7. The appointed date as fixed for the proposed scheme of Amalgamation is 1st April, 2020 or such other date as may be directed by the National Company Law Tribunal.

8. From the records, it is seen that the First Motion joint application i.e., CA(CAA)38(ND)/2021 was filed before this Tribunal and this Tribunal vide order dated 14.10.2022 had allowed the CA(CAA)38(ND)/2021 and passed the following directions:-

i) the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferor Company No.1 was dispensed with.

ii) the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferor Company No.2 was dispensed with.

iii) the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company was dispensed with.

The meeting of the 1004 homebuyers/ allottees of the Transferee Company was directed to be convened for seeking approval of the scheme.

9. The Petitioner Companies had filed the af