Connected With

Company Application (CAA) No.138/KB/2023

IN THE MATTER OF:

The Companies Act, 2013 –

Section 230(6) read with Section 232(3).

IN THE MATTER OF:

1. UltraTech Nathdwara Cement Limited

2. Swiss Merchandise Infrastructure Limited

3. Merit Plaza Limited

… Petitioners.

CORAM:

SMT. BIDISHA BANERJEE, HON’BLE MEMBER (JUDICIAL)

SHRI D ARVIND, HON’BLE MEMBER (TECHNICAL)

CORRIGENDUM

1. This Order for approval of Scheme of Amalgamation has been

pronounced on 03.04.2024, by this Adjudicating Authority.

2. The Learned Counsel Mr. D.N. Sharma, appearing on behalf of the

Petitioners has mentioned through a Mentioning Memo dated 08.04.2024, before us indicating some typographical errors appear to have crept into the operative part on pages 30, 31, and

32 of the order dated 03.04.2027.

3. We have noted that at paragraphs (h) and (i) on page 30 and

paragraph (i) on page 31 of the order, the contents have wrongly recorded which are deleted and removed from the order and the direction given in said paragraphs, i.e., (h), (i) and (l) at pages 30- 31 of the order shall have no effect after this corrigendum is

passed.

Connected With Company Application (CAA) No.138/KB/2023

4. Further, we would note that at 6^th line of paragraph 13 on page

32 of the order dated 03.04.2024, wrongly recorded that “for prayer answers that his prayer to takeover of a company”.

Paragraph 13 would be rightly read as under:

“13. We have noted that erstwhile Binani Cement was acquired through a Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code, 2016 (I&B Code), and hence the principle of “Fresh Slate” would be applicable. We would refer the Section 32A of I&B Code, which deals with liability under I&B Code states that no action shall be taken against the new management for the offences committed by the previous management.”

5. The rest of the order shall stand unchanged.

6. This corrigendum be read along with the Order dated

03.04.2024 D. Arvind Bidisha Banerjee Member (Technical) Member (Judicial)

Place: Kolkata.

Date: 10.04.2024.

Bose, R. K. [LRA]

Connected With Company Application (CAA) No.138/KB/2023 IN THE MATTER OF:

The Companies Act, 2013 –

Section 230(6) read with Section 232(3).

IN THE MATTER OF:

UltraTech Nathdwara Cement Limited, a Company incorporated under the Companies Act, 1956 and being a company within the meaning of the Companies Act, 2013, having Corporate Identification No. U26941WB1996PLC076612 and its registered office at PS Arcadia Central, 5th Floor, 4A Abanindra Nath Thakur Sarani (Camac Street), Kolkata 700 016 in the State of West Bengal.

And Swiss Merchandise Infrastructure Limited, a Company incorporated under the Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013, having Corporate Identification No. U45400WB2010PLC154432 and its registered office at PS Arcadia Central, 5th Floor, 4A Abanindra Nath Thakur Sarani (Camac Street), Kolkata 700 016 in the State of West Bengal.

And Merit Plaza Limited, a Company incorporated under the Companies Act, 1956 and being a Company within the meaning of the Act, having Corporate Identification No. U70109WB2010PLC155943 and its registered office at PS Arcadia Central, 5th Floor, 4A Abanindra Nath Thakur Sarani (Camac Street), Kolkata 700 016 in the State of West Bengal.

Connected With Company Application (CAA) No.138/KB/2023 IN THE MATTER OF:

1. UltraTech Nathdwara Cement Limited

2. Swiss Merchandise Infrastructure Limited

3. Merit Plaza Limited … Petitioners Date of Pronouncement: April 03, 2024.

CORAM:

SMT. BIDISHA BANERJEE, HON’BLE MEMBER (JUDICIAL)

SHRI D ARVIND, HON’BLE MEMBER (TECHNICAL)

Appearance:

For the Petitioner: Mr. Ratnanko Banerji, Senior Advocate.

Mr. D N Sharma, Advocate.

Mr. Aniket Agarwal, Advocate.

Mr. Bhargav Chakraborty, Advocate.

For the RD (ER), MCA: Mr. Sudhir Kapoor, Joint Director.

ORDER

Per: Coram

1. The Court congregated through hybrid mode.

2. Heard the Learned Senior Counsel/ Counsel appearing on behalf of the Petitioner Companies and the Joint Director