BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

ALLAHABAD BENCH, PRAYAGRAJ

________________________________________________________________

CP (CAA) NO. 25/ALD/2023

(2^nd Motion)

Under Sections 230 and 232 and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016

IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN M/S. AMRIT AGRO INDUSTRIES LIMITED, a company incorporated under the provisions of the Companies Act, 1956 (now 2013) having registered office at CM-28 (First Floor), Gagan Enclave, Amrit Nagar, G T Road, Ghaziabad – 201009, Uttar Pradesh having Corporate Identification Number: U01111UP1985PLC010776 within the jurisdiction of this Tribunal

….(Transferor Company/ Petitioner Company-I)

WITH

M/S. AMRIT CORP. LIMITED, A company incorporated under the provisions of the Companies Act, 1913(now 2013) having registered office at CM-28 (First Floor), Gagan Enclave, Amrit Nagar, G T Road, Ghaziabad – 201009, Uttar Pradesh having Corporate Identification Number: U15141UP1940PLC000946

within the jurisdiction of this Tribunal

.……(Transferee Company/Petitioner Company-II)

ORDER PRONOUNCED ON: 19th APRIL, 2024

CORAM:

Shri Praveen Gupta : Member (Judicial)

Shri Ashish Verma : Member (Technical)

For the Petitioners:

Sh. Anil Kumar, PCS : For the Petitioner Sh. Ajeet Kumar Singh, AOL : For the OL/ALD Sh. Krishna Dev Vyas, Adv. : For the ROC Sh. Gaurav Mahajan, Sr.S.C. : For the I.T. Department

ORDER

1. The present joint Company Petition is filed by the Petitioner Companies under Section 230 to 232 and other applicable provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 praying for the sanctioning of the Scheme of Amalgamation of M/s. Amrit Agro Industries Limited (“Transferor Company/ Petitioner Company-I”) with M/s. Amrit Corp. Limited (“Transferee Company/ Petitioner Company-II”)(collectively referred to as “Petitioner Companies”).

2. The Petition has now come up for final hearing. The Ld. Counsel for the Petitioner Companies submits as follows:

(i) The proposed Scheme of Amalgamation has previously been approved by the Board of Directors of the Petitioner Companies in their respective Board Meetings held on 15th September, 2023.

(ii) The factual position of the Authorised, Issued, Subscribed and Paid-up Share Capital of the Petitioner Companies as on 31st March, 2023 is described in the present Company Petition.

(iii) The rationale of the proposed Scheme of Amalgamation is elaborately described in the present Company Petition which may be summarized as under:

Rationale for Merger Both the Transferor Company and the Transferee Company have been promoted by the same promoters and belong to the same group. Both the companies were listed public companies and have now been delisted under and in accordance with SEBI regulations. The Scheme proposes to consolidate the Transferor Company with the Transferee Company and scale down the number of companies so as to create a large unified entity to achieve optimal and efficient utilization of resources, avoid overlap of compliance related costs and enhance operational and management efficiencies. The merger of the Transferor Company with the Transferee Company pursuant to this Scheme would have, inter-

alia, the following benefits:

i) The consolidation of the Group companies as a single entity will lead to efficient utilization of the capital and financial resources and will provide several benefits including streamlined group structure by reducing number of entities, reducing the multiplicity of legal and regulatory compliances and rationalization of cost;

ii) Lead to the creation of a larger unified entity with a wider and stronger capital and asset base, having greater capacity for conducting its operations more efficiently and competitively;

iii) Result in reduction in fixed expenses, overheads, administrative and other expenditure of the group companies and eliminate multi-layer structure