IN THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI COURT-V Item No.-1 CP (CAA) No. 01/230/232/ND/2023 IN THE MATTER OF:

BCC Edutech Pvt Ltd. & Anr. With Conscient Infrastructure Pvt. Ltd.

….Applicant SECTION U/s 230-232 Order delivered on 09.08.2023 CORAM:

SHRI MAHENDRA KHANDELWAL, HON’BLE MEMBER (JUDICIAL)

SHRI RAHUL BHATNAGAR, HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : For the Respondent :

ORDER

Order pronounced in open Court vide separate sheets. CP (CAA) No. 01/230/232/ND/2023 stands allowed.

Sd/- Sd/-

(RAHUL BHATNAGAR) (MAHENDRA KHANDELWAL) MEMBER (T) MEMBER (J)

IN THE NATIONAL COMPANY LAW TRIBUNAL NEW DELHI BENCH COURT-V WITH C.A.(CAA) 38/ND/2021 Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

IN THE MATTER OF:

BCC EDUTECH PRIVATE LIMITED … Transferor Company No. 1/

Petitioner Company No.1 AND URBAN BUILDMART PRIVATE LIMITED … Transferor Company No. 2/

Petitioner Company No.2 WITH CONSCIENT INFRASTRUCTURE PRIVATE LIMITED …Transferee Company/

Petitioner Company No.3 Order Delivered on:09.08.2023 CORAM:

SHRI MAHENDRA KHANDELWAL, HON’BLE MEMBER (JUDICIAL)

SHRI RAHUL BHATNAGAR, HON’BLE MEMBER (TECHNICAL)

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, 1 C.P.(CAA) 1/ND/2023

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: -

2 C.P.(CAA) 1/ND/2023 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 ut