IN THE NATIONAL COMPANY LAW TRIBUNAL

KOLKATA BENCH COURT NO. II

KOLKATA

CP (CAA) No.21/KB/2025

Connected with

CA (CAA) No.180/KB/2024

A Petition under Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016 and other applicable provisions of law.

In the matter of:

EMERY DISTRIBUTORS PRIVATE LIMITED, a Non- Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) bearing registration number B-05.00073 (hereinafter referred to as the Petitioner Company No. 1/ Transferor Company No. 1), having CIN: U51109WB1994PTC064293, a Company incorporated under the Companies Act, 1956 and validly subsisting under the Companies Act, 2013, having its registered office situated at PS Srijan Corporate Park, Block-EP & GP, Plot No. G2, Sector V, 18th Floor, Suite No.1807, Kolkata -700091, in the State of West Bengal, within the aforesaid

jurisdiction.

… Transferor Company No. 1/ Petitioner Company No. 1

And

NUMERO EXPORTS PRIVATE LIMITED (hereinafter referred to as the Petitioner Company No. 2/ Transferor Company No. 2), having CIN: U18101WB1994PTC065835, a Company incorporated under the Companies Act, 1956 and validly subsisting under the Companies Act, 2013,

having its registered office situated at PS Srijan Corporate Park, Block-EP & GP, Plot No. G2, Sector V, 18^th Floor, Suite No.1807, Kolkata -700091, in the State of West Bengal, within the aforesaid jurisdiction.

... Transferor Company No. 2/ Petitioner Company No. 2 And MANDIRLAY DISTRIBUTORS PRIVATE LIMITED, a Non- Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) bearing registration number B-05.00032 (hereinafter referred to as the Petitioner Company No. 3/ Transferee Company), having CIN: U51109WB1995PTC070524, a Company incorporated under the Companies Act, 1956 and validly subsisting under the Companies Act, 2013, having its registered office situated at PS Srijan Corporate Park, Block-EP & GP, Plot No. G2, Sector V, 18^th Floor, Suite No.1807, Kolkata -700091, in the State of West Bengal, within the aforesaid jurisdiction.

...Transferee Company/ Petitioner Company No. 3 And In the matter of:

1. Emery Distributors Private Limited …Transferor/ Petitioner Company No. 1

2. Numero Exports Private Limited …Transferor/ Petitioner Company No. 2

3. Mandirlay Distributors Private Limited …Transferee/ Petitioner Company No. 3 Date of pronouncement of the order : 18/09/2025 Coram Mr. Labh Singh, Hon'ble Member (Judicial)

Ms. Rekha Kantilal Shah, Hon'ble Member (Technical)

Appearances (via video conferencing/physically):

For the Petitioners: Ms. Mamta Binani, Adv Ms. Ankita Dutta, PCS Mr. Devesh Kumar Bhutra, Adv

ORDER

Per: Labh Singh, Member (Judicial)

1. This instant Petition has been filed under sections 230(6) read with Section 232(3) of the Companies Act, 2013 (“Act”) for sanction of the Scheme of Amalgamation of Emery Distributors Private Limited, a Non- Banking Financial Company (NBFC) (Transferor Company No. 1) and Numero Exports Private Limited (Transferor Company No. 2) with and into Mandirlay Distributors Private Limited, a Non-Banking Financial Company (NBFC) (Transferee Company), w.e.f. 1^st January, 2024 pursuant to Sec 230-232 of the Companies Act, 2013 and Rules made there under in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”). A copy of the Scheme is annexed and marked as “Annexure-E” from Page No. 177 to 242 of Volume-2 of the Petition.

2. The Appointed date as per the Scheme is 01st January, 2024 or any other date as may be approved by the Hon’ble National Company Law Tribunal, Kolkata Bench.

3. The Petition has now come up for final hearing. Authorised Representative for the Petitioners submits as follows: -

i. The Board of Directors of the Petitioner Companies, have at their respective Board Meetings, by a resolution passed unanimously, approved the Scheme of Amalgamation. The said resolutions are annexed and marked as “Annexure