IN THE NATIONAL COMPANY LAW TRIBUNAL

BENGALURU BENCH, BENGALURU

[Through Physical hearing/VC Mode (Hybrid)]

ITEM No.17

C.P. (CAA) No. 37/BB/2021

IN THE MATTER OF:

M/s. Indostar Granites Pvt. Ltd. … Petitioner

Petition under Section 230-232 of CA, 2013

Order delivered on: 10.11.2025

CORAM:

SHRI. SUNIL KUMAR AGGARWAL

HON’BLE MEMBER (JUDICIAL)

SHRI. RADHAKRISHNA SREEPADA

HON’BLE MEMBER (TECHNICAL)

COUNSELS PRESENT:

For the Petitioner : Shri Srinivasan

ORDER

1. The Company Petition is allowed vide separate order.

2. File be consigned to Record Room.

-Sd- -Sd-

RADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

BL

IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH (Through Physical Hearing/VC Mode/Hybrid)

C.P. (CAA) No.37/BB/2021 Under Section 230 to 233 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 IN THE MATTER OF:

INDOSTAR GRANITES PVT. LTD. Registered Office at No.43, Kilari Road, Avenue Road Cross, Bengaluru- 560053 Transferee Company GOODWILL MANAGEMENT PVT. LTD.

Registered Office at No.43, Kilari Road, Avenue Road Cross, Bengaluru- 560053 Transferor Company No.1 MAHAKAYA TRADING AND FINANCE PVT. LTD.

Registered Office at No.43, Kilari Road, Avenue Road Cross, Bengaluru- 560053 Transferor Company No.2 PRAMOD ENTERPRISE PVT. LTD. Registered Office at No.43, Kilari Road, Avenue Road Cross, Bengaluru- 560053 Transferor Company No.3 VISHIST TRADING AND FINANCE PVT. LTD.

Registered Office at No.43, Kilari Road, Avenue Road Cross, Bengaluru- 560053 Transferor Company No.4 Order delivered on: 10.11.2025 CORAM: Shri Sunil Kumar Aggarwal, Hon’ble Member (Judicial)

Shri Radhakrishna Sreepada, Hon’ble Member (Technical)

PARTIES/COUNSELS PRESENT:

For the Petitioner Companies : Shri Ramesh Chandra Mishra For the Registrar of Companies : Shri Vaibhav R. M.

For Income Tax Department : Shri Ganesh R. Ghale O R D E R

1) The parties to this Second Motion Petition are described hereafter as in the array of parties. It was filed on 16.09.2021 and amended Petition was filed on 22.03.2024 under Sections 230 to 233 of the Companies Act, 2013 (hereinafter referred to the Act) read with the Companies (Compromise, Arrangements, Amalgamations) Rules, 2016 for sanction of Scheme of Amalgamation (for brevity ‘the Scheme’) of Petitioner Companies as to be binding with effect from 01.04.2018 or such other date as this Tribunal may fix, on Transferor Companies and the Transferee Company.

2) The facts of case are as follows:

2.1 The Petitioner Companies had filed First Motion Application bearing C.A.

(CAA) No.64/BB/2019 under section 230 and 232 of the Act wherein vide order dated 20.02.2020 the meetings of the Secured and Unsecured Creditors of the Applicant Companies and Equity Shareholders of the Transferor Companies were dispensed with and the meeting of the Equity Shareholders of the Transferee Company was directed to be convened.

2.2 Thereafter, the Transferee Company had filed an I.A. No. 210/2020 in C.A.

(CAA) No.64/BB/2019 seeking dispensation of meeting of its Shareholders and the same was allowed on 01.07.2020.

2.3 Following directions were given in this matter on 05.05.2022;

“…..4.The Petition be listed for hearing on 30.06.2022. Notice of hearing be advertised in the two daily newspapers i.e. The Hindu in English Edition and Udayavani in Kannada Edition not less than 10 (Ten) days before the aforesaid date fixed for hearing.

5. Notice be also served upon the Objector(s) or their representative as contemplated under sub-section (4) of Section 230 of the Act who may have made representation and who have desired to be heard in their representation along with a copy of the Petition and the annexures filed therewith at least 15 days before the date fixed for hearing. It is to be specified in the notices that the objections, if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed therein may be filed within thirty days from the date