ORDER

1. The present application is filed under Sections 230 and 232 and other relevant provisions of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) and read with Companies (Compromise, Arrangements and Amalgamations) Rules, 2016, seeking dispensation of the meetings of the Equity Shareholders of the Transferor and Transferee Company and Seeking Directions for holding and convening the meetings of Secured Creditor and Unsecured Creditor of the Transferor Company and Transferee Company in respect of Scheme of Arrangement in the nature of Amalgamation between the Transferor Company and Transferee Company. There are 7 Secured Creditors in the Transferor Company and 11 Secured Creditors in the Transferee Company. There are 2206 Unsecured Creditors in the Transferor Company and 435 Unsecured Creditors in the Transferee Company. Therefore, the applicant Companies are seeking direction for convening and holding meeting for the purpose of considering and, if thought fit, approving, with or without modification(s), a Scheme of Arrangement in the nature of Amalgamation of Piccolo Mosaic Limited (for brevity “PML”) (Transferor Company) with Italia Ceramics Limited (for brevity “ICL”) (Transferee Company) with effect from the Appointed Date, i.e. 01.04.2022, as mentioned in the Scheme.

2. An Affidavit has been sworn by Mr. Manoj Satyanaran Poddar on behalf of the Transferor Company as well as the Transferee Company who is the authorized signatory of both the Companies, and the same is annexed with the application. The above-named authorized representative for the Transferor Company and Transferee Company has been authorized vide Board Resolution dated 16.12.2022 of both applicant Companies.

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

I. The Board of Directors of the Applicant Companies vide resolutions dated 16.12.2022 have approved the said Scheme. The said Board Resolutions are filed and produced at Annexure-F.

II. The registered office of both the Applicant Companies is situated in the State of Gujarat, and is under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad.

III. The Transferor Company, viz., Piccolo Mosaic Limited was originally incorporated on 01.11.2000 vide CIN No. U26911GJ2000PLC038859 with the name and style of “Griffine Ceramics Limited” under the provisions of the Companies Act, 1956 in the State of Gujarat. Thereafter, the company’s name has been changed to “Piccolo Mosaic Limited”. The registered address of the Transferor Company is at 405, 4^th Floor, Samaan II, 100 Ft Road, Anandnagar, Ahmedabad- 380 051, Gujarat. The Authorized Share Capital of the Transferor Company as on 31.03.2022 is Rs.9,93,00,000/- divided into 59,00,000 Equity Shares of Rs.10/- each and 40,30,000 Preference Shares of Rs.10/- each. The issued, Subscribed and Paid up Equity Share Capital of the Company is Rs.4,44,00,300/- divided into 44,40,030 Equity Shares of Rs.10/- each.

IV. The Transferee Company, viz., Italia Ceramics Limited was originally incorporated on 27.12.1991 vide CIN No. U26920GJ1991PLC016852 with the name and style of Italia Ceramics Private Limited under the provisions of the Companies Act, 1956 in the State of Gujarat. Thereafter, the company’s name has been changed to “Italia Ceramics Limited”. The registered address of the Transferee Company is at 401-403, 4th Floor, Samaan II, 100 Ft Road, Anandnagar, Ahmedabad- 380 051, Gujarat. The Authorized Share Capital of the Transferee Company as on 31.03.2022 is Rs.7,74,00,000/- divided into 37,40,000 Equity Shares of Rs.10/- each and 40,00,000 Preference Shares of Rs.10/- each. The issued, Subscribed and Paid up Equity Share Capital of the Company is Rs.7,74,00,000/- divided into 37,40,000 Equity Shares of Rs.10/- each and 40,00,000 Preference Shares of Rs.10/-.

V. As per the Memorandum of Association of the Transferor Company, the company is mainly engaged in carrying on the business to manufacture, produce, treat, proc